Verizon Announces Pricing Terms of Exchange Offers

Verizon Announces Pricing Terms of Exchange Offers NEW YORK, Feb. 26, 2015 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the pricing terms of itspreviously announced seven separate private offers to exchange (the "ExchangeOffers") specified series of debt securities issued by Verizon and by GTECorporation (a subsidiary of Verizon) (collectively, the "Old Notes") for newdebt securities to be issued by Verizon (the "New Notes") and, in the case ofthe 6.94% debentures due 2028 of GTE Corporation (the "GTE Debentures"), cash,each in accordance with the terms of the Exchange Offers. The Exchange Offers consist of the following: (a) an offer to exchange the 5.15% notes due 2023 of Verizon for new notes due 2036of Verizon (the "New Notes due 2036"), provided that the principal amount ofNew Notes due 2036 to be issued in such Exchange Offer on an aggregate basisshall not exceed $3,000,000,000 (the "2036 Maximum Exchange Amount") (the "2036Exchange Offer"); (b) (i) an offer to exchange the 6.90% notes due 2038 of Verizon; (ii) an offer to exchange the 6.40% notes due 2038 of Verizon; (iii) an offer to exchange the 6.40% notes due 2033 of Verizon; (iv) an offer to exchange the 6.25% notes due 2037 of Verizon; and (v) an offer to exchange the GTE Debentures; in each case, for new notes due 2048 of Verizon (the "New Notes due 2048") and,in the case of the GTE Debentures, cash, provided that the principal amount ofNew Notes due 2048 to be issued in such Exchange Offers on an aggregate basisshall not exceed $4,500,000,000 (the "2048 Maximum Exchange Amount")(collectively, the "2048 Exchange Offers"); and (c) an offer to exchange the 6.55% notes due 2043 of Verizon for newnotes due 2055 of Verizon (the "New Notes due 2055"), provided that theprincipal amount of New Notes due 2055 to be issued in such Exchange Offer onan aggregate basis shall not exceed $5,000,000,000 (the "2055 Maximum ExchangeAmount") (the "2055 Exchange Offer"). Each of the 2036 Maximum Exchange Amount,the 2048 Maximum Exchange Amount and the 2055 Maximum Exchange Amount isreferred to herein as a "Maximum Exchange Amount." The Exchange Offers are being conducted by Verizon upon the terms and subjectto the conditions set forth in a confidential offering memorandum, datedFebruary 11, 2015 (the "Offering Memorandum"), including, in the case of the2048 Exchange Offers, the acceptance priority levels and, in the case of allExchange Offers, possible proration, as described in the Offering Memorandum. The tables below indicate, among other things, the Total Exchange Price (asdefined below) for each $1,000 principal amount of each series of Old Notesaccepted in the Exchange Offers (as calculated at 11:00 a.m. (New York Citytime) on February 25, 2015 (the "Price Determination Date") in accordance withthe Offering Memorandum): 2036 Exchange Offer Reference U.S. Yield of Reference U.S. CUSIP Title of Treasury Treasury Security at Price Fixed Spread Exchange Total Number Security Security Determination Date (basis points) Offer Yield Exchange Price(1) 5.15% notes 2.250%92343VBR4 due 2023 due 11/15/24 1.975% +108 3.055% $1,155.88 2048 Exchange Offers Composition of Total Exchange Price Reference Fixed New U.S. Yield of Reference U.S. Spread Exchange Total Cash Notes CUSIP Title of Treasury Treasury Security at Price (basis Offer Exchange Amount Amount Number Security Security Determination Date points) Yield Price(2) (3) (1) 6.90% notes 3.125%92343VAP9 due 2038(4) due 8/15/44 2.572% +178 4.352% $1,368.75 N/A $1,368.75 6.40% notes 3.125%92343VAK0 due 2038(4) due 8/15/44 2.572% +178 4.352% $1,295.14 N/A $1,295.14 6.40% notes 3.125%92343VBS2 due 2033(4) due 8/15/44 2.572% +153 4.102% $1,295.96 N/A $1,295.96 6.25% notes 3.125%92343VAF1 due 2037(4) due 8/15/44 2.572% +167 4.242% $1,285.74 N/A $1,285.74 6.94% 3.125%362320BA0 debentures due 8/15/44 2.572% +132 3.892% $1,310.24 $100.00 $1,210.24 due 2028(5) 2055 Exchange Offer Reference Fixed U.S. Yield of Reference U.S. Spread Exchange Total CUSIP Title of Treasury Treasury Security at Price (basis Offer Exchange Number Security Security Determination Date points) Yield Price(1) 6.55% notes 3.125% 2.572% +183 4.402% $1,346.9292343VBT0 due 2043 due 8/15/44 (1) Payable in principal amount of the applicable series of New Notes pereach $1,000 principal amount of the specified series of Old Notes validlytendered and not validly withdrawn at or prior to the Early Participation Date(as defined below) and accepted for exchange. The Total Exchange Price foreach series of Old Notes is inclusive of the applicable Early ParticipationPayment for such series. (2) Payable in principal amount of the applicable series of New Notes(and in the case of the GTE Debentures, in a combination of New Notes due 2048and the Cash Amount (as defined below)) per each $1,000 principal amount of thespecified series of Old Notes validly tendered and not validly withdrawn at orprior to the Early Participation Date and accepted for exchange. (3) Cash payment payable as a portion of the Total Exchange Price equalto $100.00 per each $1,000 principal amount of GTE Debentures validly tenderedand not validly withdrawn at or prior to the Early Participation Date andaccepted for exchange (the "Cash Amount"). The Cash Amount excludes accrued andunpaid interest on the GTE Debentures, which will be payable in addition to theapplicable Total Exchange Price. The balance of the Total Exchange Price forthe GTE Debentures is payable in principal amount of New Notes due 2048 pereach $1,000 principal amount of GTE Debentures validly tendered and not validlywithdrawn at or prior to the Early Participation Date and accepted forexchange. (4) Issued by Verizon. (5) Issued by GTE Corporation, a subsidiary of Verizon. The table below indicates the interest rate (the "New Notes Coupon") for eachseries of New Notes to be issued by Verizon pursuant to the Exchange Offers (ascalculated at the Price Determination Date in accordance with the OfferingMemorandum): Reference U.S. Treasury Yield of Reference U.S. Treasury Security at Spread New Notes New Notes Security Price Determination Date (basis points) Coupon New Notes 3.125% due 2.572% +170 4.272% due 2036 8/15/44 New Notes 3.125% due 2.572% +195 4.522% due 2048 8/15/44 New Notes 3.125% due 2.572% +210 4.672% due 2055 8/15/44 The Exchange Offers will expire at 11:59 p.m. (New York City time) on March 11,2015, unless extended by Verizon (the "Expiration Date"). Eligible Holders (asdefined below) that validly tender and do not validly withdraw their Old Notesat or prior to 5:00 p.m. (New York City time) on February 25, 2015 (as the samemay be extended by Verizon, the "Early Participation Date") will be eligible toreceive the applicable Total Exchange Price (the "Total Exchange Price") setforth in the corresponding tables above, which includes the applicable earlyparticipation payment for the tendered Old Notes set forth in the OfferingMemorandum (the "Early Participation Payment"). Eligible Holders of Old Noteswho validly tender after the Early Participation Date, but at or prior to theExpiration Date, will be eligible to receive the applicable Exchange Price,which is the applicable Total Exchange Price minus the applicable EarlyParticipation Payment (the "Exchange Price"), as set forth in the correspondingtables above. For each series of Old Notes, other than the GTE Debentures, theTotal Exchange Price and Exchange Price will be paid in a principal amount ofapplicable New Notes equal to such Total Exchange Price or Exchange Price,respectively. For the GTE Debentures, the Total Exchange Price will consist,in part, of a cash payment equal to $100.00 per each $1,000 principal amount ofGTE Debentures validly tendered and not validly withdrawn at or prior to theEarly Participation Date and accepted for exchange (the "Cash Amount"). Thebalance of the Total Exchange Price for the GTE Debentures is payable inprincipal amount of New Notes due 2048 per each $1,000 principal amount of GTEDebentures validly tendered and not validly withdrawn at or prior to the EarlyParticipation Date and accepted for exchange. The Exchange Price for the GTEDebentures will be paid in the same manner as the Total Exchange Price exceptthat the principal amount of New Notes due 2048 will be reduced by theapplicable Early Participation Payment. Tenders of Old Notes in the Exchange Offers may be validly withdrawn at anytime at or prior to 5:00 p.m. (New York City time) on February 25, 2015, unlessextended by Verizon (the "Withdrawal Date"), but not thereafter, unlessadditional withdrawal rights are required by law. Subject to applicable law,Verizon, in its sole discretion, may extend the Early Participation Date or theExpiration Date for any reason, with or without extending the Withdrawal Date. In addition to the applicable Total Exchange Price or applicable ExchangePrice, Eligible Holders whose Old Notes are accepted for exchange will be paidaccrued and unpaid interest on such Old Notes to, but not including, theSettlement Date (as defined below). Consummation of the Exchange Offers is subject to the satisfaction of certainconditions, including (1) certain customary conditions, including the absenceof certain adverse legal and market developments and (2) the AccountingTreatment Condition (as described in the Offering Memorandum). No ExchangeOffer is conditioned upon any minimum amount of Old Notes being tendered or theconsummation of any other Exchange Offer, and, subject to applicable law, eachExchange Offer may be amended, extended or terminated individually. The "Settlement Date" for the Exchange Offers will be promptly following theExpiration Date and is expected to be March 13, 2015, which is the secondbusiness day after the Expiration Date. Verizon will not receive any cashproceeds from the Exchange Offers. The Exchange Offers are being extended only (1) to holders of Old Notes thatare "Qualified Institutional Buyers" as defined in Rule 144A under the U.S.Securities Act of 1933, as amended (the "U.S. Securities Act"), in a privatetransaction in reliance upon the exemption from the registration requirementsof the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outsidethe United States, to holders of Old Notes other than "U.S. persons" (asdefined in Rule 902 under Regulation S of the U.S. Securities Act) and who arenot acquiring New Notes for the account or benefit of a U.S. person, inoffshore transactions in compliance with Regulation S under the U.S. SecuritiesAct, and who are "Non-U.S. qualified offerees" (as defined in the OfferingMemorandum) (each of the foregoing, an "Eligible Holder"), and in each case whohave certified in an eligibility letter certain matters to Verizon, includingthe above status. Only Eligible Holders who have completed and returned aneligibility letter are authorized to receive the Offering Memorandum and toparticipate in the Exchange Offers. Holders of Old Notes who desire a copy ofthe eligibility letter may contact Global Bondholder Services Corporationtoll-free at (866) 470-3800 or at (212) 430-3774 (banks and brokerage firms). Eligible Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Old Notes as to when such intermediaryneeds to receive instructions from an Eligible Holder in order for thatEligible Holder to be able to participate in, or (in the circumstances in whichrevocation is permitted) revoke their instruction to participate in, theExchange Offers before the deadlines specified herein and in the OfferingMemorandum. 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 Offering 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. Verizon will enter into a registration rightsagreement with respect to the New Notes. This press release is not an offer to sell or a solicitation of an offer to buyany security. The Exchange Offers are being made solely by the OfferingMemorandum 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 Offering Memorandum or any of itscontents. For purposes of the foregoing, the "Prospectus Directive" means theProspectus Directive 2003/71/EC, as amended, including pursuant to Directive2010/73/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: adverse conditions in theU.S. and international economies; the effects of competition in the markets inwhich we operate; material changes in technology or technology substitution;disruption of our key suppliers' provisioning of products or services; changesin the regulatory environment in which we operate, including any increase inrestrictions on our ability to operate our networks; breaches of network orinformation technology security, natural disasters, terrorist attacks or actsof war or significant litigation and any resulting financial impact not coveredby insurance; our high level of indebtedness; an adverse change in the ratingsafforded our debt securities by nationally accredited ratings organizations oradverse conditions in the credit markets affecting the cost, including interestrates, and/or availability of further financing; material adverse changes inlabor matters, including labor negotiations, and any resulting financial and/oroperational impact; significant increases in benefit plan costs or lowerinvestment returns on plan assets; changes in tax laws or treaties, or in theirinterpretation; changes in accounting assumptions that regulatory agencies,including the SEC, may require or that result from changes in the accountingrules or their application, which could result in an impact on earnings; andthe inability to implement our business strategies. SOURCE Verizon Communications Inc.

CONTACT: Bob Varettoni, +1-908-559-6388, [email protected]