Verizon Announces Pricing Terms of Exchange Offer

Verizon Announces Pricing Terms of Exchange Offer NEW YORK, June 11, 2014 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the pricing terms of itspreviously announced private offer to exchange (the "Exchange Offer") up to allof Cellco Partnership's and Verizon Wireless Capital LLC's (together, "VerizonWireless") £600,000,000 outstanding aggregate principal amount of 8.875% Notesdue December 18, 2018 (the "Existing Notes") for Verizon's newsterling-denominated notes due 2024 (the "New Notes") and an amount of cash. The interest rate on the New Notes will be 4.073% per annum, determined inaccordance with the procedures set forth in the confidential exchange offermemorandum, dated May 29, 2014, related to the Exchange Offer (the "ExchangeOffer Memorandum") by reference to the sum (expressed on an annualized basis)of (i) the yield of the 2.25% United Kingdom Treasury Bond due September 7,2023, as calculated by the lead dealer manager for the Exchange Offer inaccordance with standard market practice, as of 12:00 noon (London time) onJune 11, 2014, appearing on the U.K. DMO 2 Page as displayed on the BloombergPricing Monitor, which was 2.732%, and (ii) the New Notes spread, previouslydetermined at 11:00 a.m. (London time) on June 2, 2014, which was 1.30%. The total exchange price to be received in the Exchange Offer for each £1,000principal amount of Existing Notes validly tendered, and not validly withdrawn,at or prior to the early participation date (11:59 p.m. (New York time) on June11, 2014, unless extended by Verizon), and accepted for exchange pursuant tothe terms and conditions of the Exchange Offer, is set forth in the tablebelow. The total exchange price includes the early exchange premium of £50.00principal amount of New Notes in respect of each £1,000 principal amount ofExisting Notes validly tendered, and not validly withdrawn, at or prior to theearly participation date. The total exchange price for the Exchange Offer hasbeen determined in accordance with the procedures set forth in the ExchangeOffer Memorandum. Eligible Holders (as defined below) of Existing Notes thatvalidly tender Existing Notes after the early participation date, but at orprior to the expiration date (11:59 p.m. (New York time) on June 25, 2014,unless extended by Verizon), and whose Existing Notes are accepted in theExchange Offer, will receive the exchange price, which is the total exchangeprice minus the early exchange premium. The table below shows, among other things, the total exchange price andexchange price per £1,000 principal amount of Existing Notes accepted in theExchange Offer. Exchange Reference ISIN Principal Amount Exchange Reference SecurityExisting Notes Number Outstanding Security Yield------------------------------------------------------------------------------------------------------8.875% Notes due XS0405876672 £600,000,000 UKT 5.00% due 1.546%18 December 2018, 7 March 2018issued by Verizon Wireless ExchangeSpread(Basis Exchange Offer Exchange Total Exchange Adjusted Cash New NotesPoints) Yield New Notes Price Price Amount (1) Amount (2)------------------------------------------------------------------------------------------------------------- +40 1.955% Notes due £1,245.19 £1,295.19 £40.00 £1,255.19 2024 issued by Verizon (1) The "Cash Amount" portion of the total exchange price has been adjusted(the "Adjusted Cash Amount") from the amount previously announced and reflected in the Exchange Offer Memorandum in accordance with the adjustment procedureset forth in the Exchange Offer Memorandum.(2) The "New Notes Amount" portion of the total exchange price has beenadjusted to account for the Adjusted Cash Amount in accordance with theadjustment procedure set forth in the Exchange OfferMemorandum. In addition to the total exchange price or exchange price, as applicable,Eligible Holders whose Existing Notes are accepted for exchange will be paidaccrued and unpaid interest on such Existing Notes to, but not including, theapplicable settlement date (rounded down to the nearest £0.01). In the case ofExisting Notes exchanged on the final settlement date, this amount will bereduced to offset any entitlement to pre-issuance interest that is embedded inthe New Notes to be issued on the final settlement date, as described in theExchange Offer Memorandum. Tenders of Existing Notes in the Exchange Offer may be validly withdrawn at anytime at or prior to 11:59 p.m. (New York time) on June 11, 2014, unlessextended by Verizon, but not thereafter, unless additional withdrawal rightsare required by law. The early settlement date is expected to be June 18, 2014,and will apply to all Existing Notes validly tendered, and not validlywithdrawn, at or prior to the early participation date, and accepted forexchange pursuant to the terms and conditions of the Exchange Offer. The Exchange Offer will expire at 11:59 p.m. (New York time) on June 25, 2014,unless extended by Verizon. The final settlement date is expected to be June27, 2014, and will apply to all Existing Notes validly tendered after the earlyparticipation date, but at or prior to the expiration date, and accepted forexchange pursuant to the terms and conditions of the Exchange Offer. The complete terms of the Exchange Offer are described in the Exchange OfferMemorandum. Verizon reserves the right, subject to applicable law, to extend,terminate or otherwise amend the terms of the Exchange Offer. The Exchange Offer is being conducted by Verizon upon the terms and subject tothe conditions set forth in the Exchange Offer Memorandum. The Exchange Offeris being extended only (1) to holders of Existing Notes that are "QualifiedInstitutional Buyers" as defined in Rule 144A under the U.S. Securities Act of1933, as amended (the "U.S. Securities Act"), in a private transaction inreliance upon the exemption from the registration requirements of the U.S.Securities Act provided by Section 4(a)(2) thereof and (2) outside the UnitedStates, to holders of Existing Notes other than "U.S. persons" (as defined inRule 902 under Regulation S of the U.S. Securities Act) and who are notacquiring New Notes for the account or benefit of a U.S. person, in offshoretransactions in compliance with Regulation S under the U.S. Securities Act, andwho are "Non-U.S. qualified offerees" (as defined in the Exchange OfferMemorandum) (each of the foregoing, an "Eligible Holder"). Eligible Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Existing Notes as to when suchintermediary needs to receive instructions from an Eligible Holder in order forthat Eligible Holder to be able to participate in, or (in the circumstances inwhich revocation is permitted) revoke their instruction to participate in, theExchange Offer before the deadlines specified herein and in the Exchange OfferMemorandum. The deadlines set by each clearing system for the submission andwithdrawal of exchange instructions will also be earlier than the relevantdeadlines specified herein and in the Exchange Offer Memorandum. If and when issued, the New Notes will not be registered under the U.S.Securities Act or any state securities laws. Therefore, the New Notes may notbe offered or sold in the United States absent registration or an applicableexemption from the registration requirements of the U.S. Securities Act and anyapplicable state securities laws. This press release is not an offer to sell or a solicitation of an offer to buyany security. The Exchange Offer is being made solely by the Exchange OfferMemorandum and only to such persons and in such jurisdictions as is permittedunder applicable law. This communication has not been approved by an authorized person for thepurposes of Section 21 of the Financial Services and Markets Act 2000, asamended (the "FSMA"). Accordingly, this communication is not being directed atpersons within the United Kingdom save in circumstances where section 21(1) ofthe FSMA does not apply. In particular, this communication is only addressed to and directed at: (A) inany Member State of the European Economic Area that has implemented theProspectus Directive (as defined below), qualified investors in that MemberState within the meaning of the Prospectus Directive and (B) (i) persons thatare outside the United Kingdom or (ii) persons in the United Kingdom fallingwithin the definition of investment professionals (as defined in Article 19(5)of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005(the "Financial Promotion Order")) or within Article 43 of the FinancialPromotion Order, or to other persons to whom it may otherwise lawfully becommunicated by virtue of an exemption to Section 21(1) of the FSMA orotherwise in circumstance where it does not apply (such persons together being"relevant persons"). The New Notes are only available to, and any invitation,offer or agreement to subscribe, purchase or otherwise acquire such New Noteswill be engaged in only with, relevant persons. Any person who is not arelevant person should not act or rely on the Exchange Offer Memorandum or anyof its contents. For purposes of the foregoing, the "Prospectus Directive"means the Prospectus Directive 2003/71/EC, as amended, including pursuant toDirective 2010/73/EU. Cautionary Statement Regarding Forward-Looking Statements In this communication we have made forward-looking statements. Thesestatements are based on our estimates and assumptions and are subject to risksand uncertainties. Forward-looking statements include the informationconcerning our possible or assumed future results of operations.Forward-looking statements also include those preceded or followed by the words"anticipates," "believes," "estimates," "hopes" or similar expressions. Forthose statements, we claim the protection of the safe harbor forforward-looking statements contained in the Private Securities LitigationReform Act of 1995. The following important factors, along with those discussedin our filings with the Securities and Exchange Commission (the "SEC"), couldaffect future results and could cause those results to differ materially fromthose expressed in the forward-looking statements: the ability to realize theexpected benefits of our transaction with Vodafone in the timeframe expected orat all; an adverse change in the ratings afforded our debt securities bynationally accredited ratings organizations or adverse conditions in the creditmarkets affecting the cost, including interest rates, and/or availability offurther financing; significantly increased levels of indebtedness as a resultof the Vodafone transaction; changes in tax laws or treaties, or in theirinterpretation; adverse conditions in the U.S. and international economies;material adverse changes in labor matters, including labor negotiations, andany resulting financial and/or operational impact; material changes intechnology or technology substitution; disruption of our key suppliers'provisioning of products or services; changes in the regulatory environment inwhich we operate, including any increase in restrictions on our ability tooperate our networks; breaches of network or information technology security,natural disasters, terrorist attacks or acts of war or significant litigationand any resulting financial impact not covered by insurance; the effects ofcompetition in the markets in which we operate; changes in accountingassumptions that regulatory agencies, including the SEC, may require or thatresult from changes in the accounting rules or their application, which couldresult in an impact on earnings; significant increases in benefit plan costs orlower investment returns on plan assets; and the inability to implement ourbusiness strategies. SOURCE Verizon Communications Inc.

CONTACT: Bob Varettoni, 908-559-6388, [email protected]