Verizon Announces Tender Offer

Verizon Announces Tender Offer for Eight Tranches of Notes of Verizon and its Subsidiaries NEW YORK, March 10, 2014 -- Verizon Communications Inc.("Verizon") (NYSE, NASDAQ: VZ) today announced the commencement of a tenderoffer for cash for any and all of the following series of notes (the "Notes")(for each series of Notes, an "Offer" and, collectively, the "Offers"): * $1,000,000,000 outstanding aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 (the "Cellco 8.50% Notes");1 * $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018; * $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016; * $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016; * $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017; * $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84% Debentures due 2018; * $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018; and * $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2018. (1) On February 28, 2014, Cellco Partnership and Verizon Wireless Capital LLC issued a partial redemption for $1.25 billion of the $2.25 billion outstanding aggregate principal amount of the Cellco 8.50% Notes. In accordance with DTC procedures, the Cellco 8.50% Notes that are subject to this partial redemption may not be tendered in connection with the Offer. As a result, only $1.00 billion in aggregate principal amount of Cellco 8.50% Notes is available to be tendered in connection with the Offer. The Offers are each subject to the terms and conditions, including a financingcondition, set forth in the Offer to Purchase, dated March 10, 2014, relatingthereto (the "Offer to Purchase"). The aggregate outstanding principal amountof the Notes that is available to be tendered is $8.20 billion. For each $1,000 principal amount of each series of Notes validly tendered andaccepted, the holders will receive the applicable price (the "Purchase Price")calculated in accordance with the Offer to Purchase. In addition to theapplicable Purchase Price, accrued and unpaid interest on such series of Notesfrom and including the last interest payment date for such series of Notes to,but not including, the settlement date, will be paid (the "TotalConsideration"). The applicable Purchase Price for each series of Notes is intended to result ina yield to maturity of such Notes equal to the yield to maturity of theapplicable UST reference security specified in the table below, based on thebid-side price of such UST reference security as displayed on BloombergReference Page "FIT1" as of 2:00 p.m., New York City Time, on Monday, March 17,2014, plus the applicable fixed spread specified in the table below. Financing Condition Notes Principal UST Fixed Hypothetical Acceptance CUSIP/ISIN Amount Reference Spread Purchase Priority Number(s) Outstanding Security (Basis Points) Price(2) Level 92344SAK6 92344SAG5 1.500% due 8.50% Notes due 2018 USU9220QAD61 $1,000,000,000(1) February 28, 2019 +60 $1,275.35 1 1.500% due 8.75% Notes due 2018 92343VAQ7 $1,300,000,000 February 28, 2019 +60 $1,284.08 2 0.250% due 7.00% Debentures due 2016 020039AE3 $300,000,000 February 29, 2016 +30 $1,124.79 3 0.250% due 5.55% Notes due 2016 92343VAC8 $1,250,000,000 February 29, 2016 +25 $1,093.18 4 0.625% due 5.50% Notes due 2017 92343VAG9 $750,000,000 February 15, 2017 +30 $1,131.84 5 1.500% due 6.84% Debentures due 2018 362320AZ6 $600,000,000 February 28, 2019 +25 $1,193.20 6 1.500% due 6.10% Notes due 2018 92343VAM6 $1,500,000,000 February 28, 2019 +20 $1,166.47 7 1.500% due 5.50% Notes due 2018 92343VAL8 $1,500,000,000 February 28, 2019 +5 $1,143.48 8 __________ (1) Reflects the partial redemption issued for this series of Notes, as described above. (2) Per $1,000 principal amount of Notes, assuming that the yield to maturity of the applicable UST reference security had been measured at 2:00 p.m., New York City time, on March 7, 2014 and assuming a hypothetical settlement date of March 19, 2014. Holders must validly tender and not validly withdraw their Notes at or prior tothe Expiration Time (as defined below), and have their Notes accepted forpurchase in the Offers in order to be eligible to receive the applicablePurchase Price. The Offers are scheduled to expire at 5:00 p.m., New York City Time, on Monday,March 17, 2014, unless extended or earlier terminated by Verizon (the"Expiration Time"). Tendered Notes may be withdrawn at any time at or prior tothe Expiration Time. Upon the terms and conditions described in the Offer to Purchase, payment forNotes accepted for purchase will be made promptly after the Expiration Time. The Offer for each series of Notes is conditioned upon the satisfaction ofcertain conditions, including the completion of a contemporaneous notesoffering by Verizon (the "New Offering") on terms and conditions (including,but not limited to, the amount of proceeds raised in the New Offering beingsufficient to fund the purchase of all Notes of such series (after purchasingall tendered Notes of each series with a higher Acceptance Priority Level (asdefined below)) tendered in the applicable Offer) satisfactory to Verizon (the"Financing Condition"). Subject to applicable law, Verizon may also terminate,extend or amend an Offer with respect to one or more series of Notes at anytime at or before the Expiration Time in its sole discretion. If the Financing Condition is not satisfied for every series of Notes due tothe amount of proceeds of the New Offering being less than the aggregate of theTotal Consideration for all validly tendered Notes of all series of Notes, thenVerizon will, in accordance with the acceptance priority levels set forth inthe table above (each, an "Acceptance Priority Level") (with 1 being thehighest Acceptance Priority Level and 8 being the lowest Acceptance PriorityLevel), accept for purchase all Notes of each series validly tendered so longas the amount of proceeds from the New Offering is equal to or greater than theaggregate of the Total Consideration for all validly tendered Notes of suchseries and each series with a higher Acceptance Priority Level. All Notes of aseries validly tendered having a higher Acceptance Priority Level will beaccepted before any validly tendered Notes having a lower Acceptance PriorityLevel are accepted. For (i) the first series of Notes for which the amount of proceeds from the NewOffering is less than the aggregate of the Total Consideration for all validlytendered Notes of such series and the Total Consideration for all validlytendered Notes of all series with a higher Acceptance Priority Level and (ii)all series of Notes with an Acceptance Priority Level lower than the series ofNotes specified in (i) above (collectively, the "Non-Covered Notes"), Verizonmay, at any time at or prior to Expiration Time: * terminate the Offer with respect to one or more series of Non-Covered Notes for which the Financing Condition has not been waived and promptly return all validly tendered Notes of such series to the respective tendering holders; or * waive the Financing Condition with respect to one or more series of Non-Covered Notes and accept all Notes of such series validly tendered and not previously withdrawn. If the Financing Condition is not satisfied with respect to any series ofNotes, Verizon may terminate the Offer with respect to such series ofNon-Covered Notes only if Verizon also terminates the Offer for each series ofNon-Covered Notes with a lower Acceptance Priority Level, if any. If the Financing Condition is not satisfied with respect to any series ofNotes, Verizon may waive the Financing Condition with respect to such series ofNon-Covered Notes only if Verizon also waives the Financing Condition for eachseries of Non-Covered Notes with a higher Acceptance Priority Level, if any. If any series of Notes is accepted for purchase pursuant to the Offers, allvalidly tendered Notes of that series will be accepted for purchase. No seriesof Notes will be subject to proration pursuant to the Offers. Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities(USA), Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act asthe dealer managers (together, the "Dealer Managers") for the Offers. GlobalBondholder Services Corporation will act as the Information Agent and theDepositary for the Offers. Questions regarding the Offers should be directed toCitigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106(collect), Mitsubishi UFJ Securities (USA), Inc. at (212) 405-7481 (collect),RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822(collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704)410-4760 (collect). Requests for documentation should be directed to GlobalBondholder Services Corporation at (866) 470-3800 (toll-free) or (212) 430-3774(collect). This announcement is for informational purposes only. This announcement is notan offer to purchase or a solicitation of an offer to purchase with respect toany Notes. The Offers are being made solely pursuant to the Offer to Purchaseand related documents. The Offers are not being made to holders of Notes in anyjurisdiction in which the making or acceptance thereof would not be incompliance with the securities, blue sky or other laws of such jurisdiction. Inany jurisdiction in which the securities laws or blue sky laws require theOffers to be made by a licensed broker or dealer, the Offers will be deemed tobe made on behalf of Verizon by the Dealer Managers or one or more registeredbrokers or dealers that are licensed under the laws of such jurisdiction. In addition, this announcement is not an offer to sell or the solicitation ofan offer to buy with respect to any securities issued in the New Offering norshall there be any sale of the securities issued in the New Offering in anystate in which such offer, solicitation or sale would be unlawful prior toregistration or qualification under the securities laws of any such state. Verizon has filed a registration statement on Form S-3 (including a prospectus)with the SEC for the New Offering. Interested parties should read theprospectus in that registration statement, the preliminary prospectussupplement for the New Offering and the other documents that Verizon has filedwith the SEC that are incorporated by reference into the preliminary prospectussupplement for more complete information about Verizon and the New Offering.These documents are available at no charge by visiting EDGAR on the SEC Website at www.sec.gov. Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is aglobal leader in delivering broadband and other wireless and wirelinecommunications services to consumer, business, government and wholesalecustomers. Verizon Wireless operates America's most reliable wireless network,with nearly 103 million retail connections nationwide. Verizon also providesconverged communications, information and entertainment services over America'smost advanced fiber-optic network, and delivers integrated business solutionsto customers in more than 150 countries. A Dow 30 company with more than $120billion in 2013 revenues, Verizon employs a diverse workforce of 176,800. Formore information, visit www.verizon.com. VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches andbiographies, media contacts, high-quality video and images, and otherinformation are available at Verizon's News Center on the World Wide Web atwww.verizon.com/news. To receive news releases by email, visit the News Centerand register for customized automatic delivery of Verizon news releases. Cautionary Statement Regarding Forward-Looking StatementsIn this communication we have made forward-looking statements. These statementsare based on our estimates and assumptions and are subject to risks anduncertainties. Forward-looking statements include the information concerningour possible or assumed future results of operations. Forward-lookingstatements also include those preceded or followed by the words "anticipates,""believes," "estimates," "hopes" or similar expressions. For those statements,we claim the protection of the safe harbor for forward-looking statementscontained in the Private Securities Litigation Reform Act of 1995. Thefollowing important factors, along with those discussed in our filings with theSecurities and Exchange Commission (the "SEC"), could affect future results andcould cause those results to differ materially from those expressed in theforward-looking statements: the ability to realize the expected benefits of ourtransaction with Vodafone in the timeframe expected or at all; an adversechange in the ratings afforded our debt securities by nationally accreditedratings organizations or adverse conditions in the credit markets affecting thecost, including interest rates, and/or availability of further financing;significantly increased levels of indebtedness as a result of the Vodafonetransaction; changes in tax laws or treaties, or in their interpretation;adverse conditions in the U.S. and international economies; material adversechanges in labor matters, including labor negotiations, and any resultingfinancial and/or operational impact; material changes in technology ortechnology substitution; disruption of our key suppliers' provisioning ofproducts or services; changes in the regulatory environment in which weoperate, including any increase in restrictions on our ability to operate ournetworks; breaches of network or information technology security, naturaldisasters, terrorist attacks or acts of war or significant litigation and anyresulting financial impact not covered by insurance; the effects of competitionin the markets in which we operate; changes in accounting assumptions thatregulatory agencies, including the SEC, may require or that result from changesin the accounting rules or their application, which could result in an impacton earnings; significant increases in benefit plan costs or lower investmentreturns on plan assets; and the inability to implement our business strategies. SOURCE Verizon Communications Inc.

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