Verizon States Early Tender Results of Exchange Offers

Update 2: Verizon Announces Early Tender Results of Exchange Offers and Increases of the Maximum Exchange Amounts under the 2048 Exchange Offers and 2055 Exchange Offer NEW YORK, Feb. 25, 2015 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the early tender results 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. Verizon alsoannounced that it increased the maximum aggregate principal amount of New Notesthat may be issued pursuant to certain 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 4.272%notes due 2036 of Verizon (the "New Notes due 2036"), provided that theprincipal amount of New Notes due 2036 to be issued in such Exchange Offer onan aggregate basis shall not exceed $3,000,000,000 (the "2036 Maximum ExchangeAmount") (the "2036 Exchange 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 4.522% notes due 2048 of Verizon (the "New Notes due2048") and, in the case of the GTE Debentures, cash, provided that theprincipal amount of New Notes due 2048 to be issued in such Exchange Offers onan aggregate basis shall not exceed $5,000,000,000 (previously $4,500,000,000)(the "2048 Maximum Exchange Amount") (collectively, the "2048 ExchangeOffers"); and (c) an offer to exchange the 6.55% notes due 2043 of Verizon for new 4.672%notes 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 $5,500,000,000 (previously $5,000,000,000)(the "2055 Maximum Exchange Amount") (the "2055 Exchange Offer"). Each of the2036 Maximum Exchange Amount, the 2048 Maximum Exchange Amount and the 2055Maximum Exchange Amount is referred to herein as a "Maximum Exchange Amount." As described above, Verizon has increased the 2048 Maximum Exchange Amount from$4,500,000,000 to $5,000,000,000 and the 2055 Maximum Exchange Amount from$5,000,000,000 to $5,500,000,000. The 2036 Maximum Exchange Amount will remainunchanged at $3,000,000,000. All other terms of the Exchange Offers remainunchanged. 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"). Based on information provided by Global Bondholder Services Corporation, theexchange agent and information agent for the Exchange Offers, the followingaggregate principal amount of each series of Old Notes was validly tendered andnot validly withdrawn at or prior to the Early Participation Date (as definedbelow) pursuant to the Exchange Offers: Old Notes included in the 2036 Exchange Offer: CUSIP Principal Principal AmountNumber Title of Security Amount Tendered by the Early Outstanding Participation Date92343VBR4 5.15% notes due 2023 $11,000,000,000 $2,454,501,000 Old Notes included in the 2048 Exchange Offers: CUSIP/ISIN Acceptance Principal Principal AmountNumber Title of Security Priority Amount Tendered by the Early Level Outstanding Participation Date92343VAP9 6.90% notes due 2038(1) 1 $1,250,000,000 $773,422,00092343VAK0 6.40% notes due 2038(1) 2 $1,750,000,000 $878,613,00092343VBS2 6.40% notes due 2033(1) 3 $4,355,455,000 $2,327,313,00092343VAF1 6.25% notes due 2037(1) 4 $750,000,000 $308,599,000362320BA0 6.94% debentures due 2028(2) 5 $800,000,000 $145,136,000 Old Notes included in the 2055 Exchange Offer: CUSIP Principal Principal AmountNumber Title of Security Amount Tendered by the Early Outstanding Participation Date92343VBT0 6.55% notes due 2043 $10,669,606,000 $4,646,996,000 (1) Issued by Verizon.(2) Issued by GTE Corporation, a subsidiary of Verizon. As set forth above, since tenders of the 6.90% notes due 2038, the 6.40% notesdue 2038 and the 6.40% notes due 2033 would otherwise result in an issuance ofNew Notes due 2048 in an aggregate principal amount that exceeds the 2048Maximum Exchange Amount, Verizon will promptly return the 6.25% notes due 2037and the GTE Debentures and will not accept further tenders of these two seriesof Old Notes. Subject to the terms and conditions of the 2036 Exchange Offer and the 2055Exchange Offer, we will accept for exchange the Old Notes validly tendered inthe 2036 Exchange Offer and the 2055 Exchange Offer, respectively, subject tothe 2036 Maximum Exchange Amount and 2055 Maximum Exchange Amount (includingthe increase of the 2055 Maximum Exchange Amount), as applicable. If the 2036Maximum Exchange Amount or the 2055 Maximum Exchange Amount is not adequate topermit the acceptance for exchange of all of the validly tendered and notvalidly withdrawn Old Notes for the 2036 Exchange Offer or the 2055 ExchangeOffer, respectively, we will allocate the applicable Maximum Exchange Amountamong the aggregate principal amount of such Old Notes on a pro rata basis. Subject to the terms and conditions of the 2048 Exchange Offers (including theincrease of the 2048 Maximum Exchange Amount), we will accept for exchange theOld Notes of any series validly tendered in the 2048 Exchange Offers inaccordance with the applicable "Acceptance Priority Level" (in numericalpriority order) for such series as set forth in the table for the 2048 ExchangeOffers above (each, an "Acceptance Priority Level"), with Acceptance PriorityLevel 1 being the highest priority level. Subject to the 2048 Maximum ExchangeAmount, all Old Notes validly tendered in the 2048 Exchange Offers that have ahigher Acceptance Priority Level will be accepted for exchange before anyvalidly tendered Old Notes in the 2048 Exchange Offers that have a lowerAcceptance Priority Level are accepted. If the remaining available portion ofthe 2048 Maximum Exchange Amount is not adequate to permit the acceptance forexchange of all of the validly tendered Old Notes having a particularAcceptance Priority Level, we will allocate such available 2048 MaximumExchange Amount among the aggregate principal amount of such validly tenderedOld Notes having such Acceptance Priority Level on a pro rata basis, and anyvalidly tendered Old Notes having a lower Acceptance Priority Level will not beaccepted for exchange. The withdrawal date (5:00 p.m. (New York City time) on February 25, 2015) forthe Exchange Offers has now passed. In accordance with the terms of theExchange Offers, tendered Old Notes may no longer be withdrawn, except incertain limited circumstances where additional withdrawal rights are requiredby law. The Exchange Offers will expire at 11:59 p.m. (New York City time) onMarch 11, 2015, unless extended by Verizon (the "Expiration Date"). Eligible Holders (as defined below) that validly tendered and did not validlywithdraw their Old Notes at or prior to 5:00 p.m. (New York City time) onFebruary 25, 2015 (the "Early Participation Date") will be eligible to receivethe applicable Total Exchange Price (the "Total Exchange Price"), whichincludes the applicable early participation payment (the "Early ParticipationPayment"), each as described in the Offering Memorandum. Eligible Holders whovalidly tender their Old Notes after the Early Participation Date, but at orprior to the Expiration Date, will be eligible to receive the applicableExchange Price (the "Exchange Price"), which is the applicable Total ExchangePrice minus the applicable Early Participation Payment. For each series of OldNotes that have been accepted by Verizon, the Total Exchange Price and ExchangePrice will be paid in a principal amount of applicable New Notes equal to suchTotal Exchange Price or Exchange Price, respectively. The Total ExchangePrices, Exchange Prices and interest rates on the New Notes were determined at11:00 a.m. (New York City time) on February 25, 2015 and were disclosed earliertoday. 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. 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 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. 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: adverse conditions in the U.S. and internationaleconomies; the effects of competition in the markets in which we operate;material changes in technology or technology substitution; disruption of ourkey suppliers' provisioning of products or services; changes in the regulatoryenvironment in which we operate, including any increase in restrictions on ourability to operate our networks; breaches of network or information technologysecurity, natural disasters, terrorist attacks or acts of war or significantlitigation and any resulting financial impact not covered by insurance; ourhigh level of indebtedness; an adverse change in the ratings afforded our debtsecurities by nationally accredited ratings organizations or adverse conditionsin the credit markets affecting the cost, including interest rates, and/oravailability of further financing; material adverse changes in labor matters,including labor negotiations, and any resulting financial and/or operationalimpact; significant increases in benefit plan costs or lower investment returnson plan assets; changes in tax laws or treaties, or in their interpretation;changes in accounting assumptions that regulatory agencies, including the SEC,may require or that result from changes in the accounting rules or theirapplication, which could result in an impact on earnings; and the inability toimplement our business strategies. SOURCE Verizon Communications Inc.

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