Verizon: New Notes Spread in Regard to Exchange Offer

Verizon Announces the New Notes Spread With Regard to its Exchange Offer NEW YORK, June 2, 2014 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the setting of the New NotesSpread (as defined below) in connection with its previously announced privateoffer to exchange (the "Exchange Offer") up to all of Cellco Partnership's andVerizon Wireless Capital LLC's £600,000,000 outstanding aggregate principalamount of 8.875% Notes due December 18, 2018 (the "Existing Notes") forVerizon's new sterling-denominated notes due 2024 (the "New Notes") and anamount of cash. The New Notes will bear interest at a rate per annum equal to the sum(expressed on an annualized basis) of (i) the yield of the 2.25% United KingdomTreasury Bond due September 7, 2023, as calculated by the lead dealer managerin accordance with standard market practice, as of 12:00 noon (London time) onJune 11, 2014, unless extended by Verizon, appearing on the U.K. DMO 2 Page asdisplayed on the Bloomberg Pricing Monitor, or any other recognized quotationsource selected by the lead dealer manager in its sole discretion if suchquotation report is not available or manifestly erroneous plus (ii) the NewNotes Spread. The New Notes Spread has been set at 1.30% (130 basis points). The complete terms of the Exchange Offer are described in the confidentialexchange offer memorandum, dated May 29, 2014, related to the Exchange Offer(the "Exchange Offer Memorandum"). Eligible Holders (as defined below) thatvalidly tender and do not validly withdraw their Existing Notes at or prior to11:59 p.m. (New York time) on June 11, 2014 (unless extended by Verizon, the"Early Participation Date") will receive the Total Exchange Price, whichincludes an early exchange premium of £50.00 principal amount of New Notes inrespect of each £1,000 principal amount of Existing Notes tendered, asdescribed in the Exchange Offer Memorandum. Eligible Holders of Existing Noteswho tender after the Early Participation Date, but at or prior to theExpiration Date (as defined below), will receive the Exchange Price, which isthe Total Exchange Price minus the early exchange premium. The Exchange Offerwill expire at 11:59 p.m. (New York time) on June 25, 2014, unless extended byVerizon (the "Expiration Date"). Verizon reserves the right, subject toapplicable law, to extend, terminate or otherwise amend the terms of theExchange 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. 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 who areinvestment professionals falling within Article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial PromotionOrder") or within Article 43 of the Financial Promotion Order, or any otherperson to whom it may otherwise lawfully be communicated by virtue of anexemption to Section 21(1) of the Financial Services and Markets Act 2000, asamended, or otherwise in circumstance where it does not apply (such personstogether being referred to as "relevant persons"). The New Notes are onlyavailable to, and any invitation, offer or agreement to subscribe, purchase orotherwise acquire such New Notes will be engaged in only with, relevantpersons. Any person who is not a relevant person should not act or rely on theExchange Offer Memorandum or any of its contents. For purposes of theforegoing, the "Prospectus Directive" means the Prospectus Directive 2003/71/EC, as amended, including pursuant to Directive 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: Media, Bob Varettoni, 908-559-6388, [email protected]