VZ Announces Expiration Final Results of Exchange Offers

Verizon Announces Expiration and Final Results of Exchange Offers NEW YORK, Aug. 20, 2014 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the expiration and final resultsof its previously announced eleven separate private offers to exchange (the"Exchange Offers") specified series of debt securities issued by Verizon and byAlltel Corporation (an indirect wholly owned subsidiary of Verizon)(collectively, the "Old Notes") for new debt securities to be issued by Verizon(the "New Notes") in accordance with the terms of the Exchange Offers. The Exchange Offers consist of the following: (a) (i) an offer to exchange the 2.500% notes due 2016 of Verizon; and (ii) an offer to exchange the 3.650% notes due 2018 of Verizon, in each case, for new 2.625% notes due 2020 of Verizon (the "New Notes due2020"), provided that the principal amount of New Notes due 2020 to be issuedin such Exchange Offers on an aggregate basis shall not exceed $3,300,000,000(the "2020 Maximum Exchange Amount") (collectively, the "2020 ExchangeOffers"); (b) (i) an offer to exchange the 7.350% notes due 2039 of Verizon; (ii) an offer to exchange the 7.875% debentures due 2032 of Alltel Corporation; (iii) an offer to exchange the 7.750% notes due 2032 of Verizon; (iv) an offer to exchange the 7.750% notes due 2030 of Verizon; (v) an offer to exchange the 6.800% debentures due 2029 of Alltel Corporation; and (vi) an offer to exchange the 6.400% notes due 2033 of Verizon, in each case, for new 4.862% notes due 2046 of Verizon (the "New Notes due2046"), provided that the principal amount of New Notes due 2046 to be issuedin such Exchange Offers on an aggregate basis shall not exceed $4,500,000,000(the "2046 Maximum Exchange Amount") (collectively, the "2046 ExchangeOffers"); and (c) (i) an offer to exchange the 6.550% notes due 2043 of Verizon; (ii) an offer to exchange the 6.900% notes due 2038 of Verizon; and (iii) an offer to exchange the 6.400% notes due 2038 of Verizon, in each case, for new 5.012% notes due 2054 of Verizon (the "New Notes due2054"), provided that the principal amount of New Notes due 2054 to be issuedin such Exchange Offers on an aggregate basis shall not exceed $5,500,000,000(the "2054 Maximum Exchange Amount") (collectively, the "2054 ExchangeOffers"). The Exchange Offers were conducted by Verizon upon the terms and subject to theconditions set forth in a confidential offering memorandum, dated July 23,2014, as amended by the press release issued by Verizon on August 6, 2014 (the"Offering Memorandum"). Based on information provided by Global Bondholder Services Corporation, theexchange agent and information agent for the Exchange Offers, the tables belowprovide the aggregate principal amount of each series of Old Notes validlytendered and not validly withdrawn at or prior to the Expiration Date for theExchange Offers (11:59 p.m. (New York City time) on August 19, 2014) and theaggregate principal amount of each series of Old Notes that Verizon expects toaccept pursuant to the Exchange Offers. Old Notes included in the 2020 Exchange Offers: Principal Principal AmountCUSIP Title of Acceptance Principal Amount Expected to beNumber Security Priority Amount Tendered by Accepted Pursuant Level Outstanding the Expiration to the Exchange Date Offer 2.500%92343VBN3 notes 1 $4,250,000,000 $1,067,665,000 $1,067,665,000 due 2016(1) 3.650%92343VBP8 notes 2 $4,750,000,000 $2,051,930,000 $2,051,930,000 due 2018(1) Old Notes included in the 2046 Exchange Offers: Principal Principal AmountCUSIP/ISIN Title of Acceptance Principal Amount Expected to be Number Security Priority Amount Tendered by Accepted Level Outstanding the Expiration Pursuant to Date the Exchange Offer 7.350%92343VAU8 notes 1 $1,000,000,000 $519,670,000 $519,670,000 due 2039(1) 7.875%020039DC4 debentures 2 $700,000,000 $248,199,000 $248,199,000 due 2032(2) 7.750%92344GAS5 notes 3 $400,000,000 $149,216,000 $149,215,000 due 2032(1) 92344GAM8 7.750%92344GAC0 notesU92207AC0/ due 2030(1) 4 $2,000,000,000 $793,804,000 $793,804,000USU92207AC07 6.800%020039AJ2 debentures 5 $300,000,000 $65,379,000 $65,379,000 due 2029(2) 6.400%92343VBS2 notes due 6 $6,000,000,000 $3,619,495,000 $1,644,545,000 2033(1) Old Notes included in the 2054 Exchange Offers: Principal Principal Amount CUSIP Title of Acceptance Principal Amount Expected to beNumber Security Priority Amount Tendered by Accepted Pursuant Level Outstanding the Expiration to the Exchange Date Offer 6.550%92343VBT0 notes 1 $15,000,000,000 $9,816,003,000 $4,330,394,000 due 2043(1) 6.900%92343VAP9 notes 2 $1,250,000,000 $641,770,000 $0 due 2038(1) 6.400%92343VAK0 notes 3 $1,750,000,000 $615,001,000 $0 due 2038(1) _____________ (1) Issued by Verizon. (2) Issued by Alltel Corporation. Based on the aggregate principal amount of Old Notes validly tendered (and notvalidly withdrawn) in the Exchange Offers and in accordance with the terms ofthe Exchange Offers, Verizon expects to accept: (a) (i) all of the tendered 2.500% notes due 2016; and (ii) instead of accepting tendered 3.650% notes due 2018 on a prorated basis, Verizon expects to accept additional tendered 3.650% notes due 2018 for exchange pursuant to Verizon's right under the federal securities laws to accept up to an additional 2% of the outstanding 3.650% notes due 2018 without extending the Exchange Offer and accordingly expects to accept all tendered 3.650% notes due 2018; (b) (i) all of the tendered 7.350% notes due 2039; (ii) all of the tendered 7.875% debentures due 2032; (iii) all of the tendered 7.750% notes due 2032; (iv) all of the tendered 7.750% notes due 2030; (v) all of the tendered 6.800% debentures due 2029; and after giving effect to proration and rounding, $1,644,545,000 (vi) aggregate principal amount of the tendered 6.400% notes due 2033, with a proration factor for such series of Old Notes equal to approximately 45.45%; and (c) (i) after giving effect to proration and rounding, $4,330,394,000 aggregate principal amount of the tendered 6.550% notes due 2043, with a proration factor for such series of Old Notes equal to approximately 44.13%; (ii) none of the tendered 6.900% notes due 2038; and (iii) none of the tendered 6.400% notes due 2038. The settlement date for the Exchange Offers is expected to be August 21, 2014.Verizon expects that it will issue $3,304,145,000 aggregate principal amount ofNew Notes due 2020, $4,500,038,000 aggregate principal amount of New Notes due2046 and $5,500,001,000 aggregate principal amount of New Notes due 2054, insatisfaction of the exchange offer consideration on such tendered Old Notes(not including accrued and unpaid interest on the Old Notes, which will bepayable by Verizon in addition to the applicable exchange offer consideration). Verizon will not receive any cash proceeds from the Exchange Offers. Consummation of the Exchange Offers is subject to the satisfaction of theAccounting Treatment Condition (as described in the Offering Memorandum). Aspreviously announced, the Yield Condition (as described in the OfferingMemorandum) has been satisfied. Verizon today announced that certain customaryconditions to the Exchange Offers, including the absence of certain adverselegal and market developments, have been satisfied. No Exchange Offer isconditioned 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 were extended only (1) to holders of Old Notes that are"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 had completed and returned aneligibility letter were authorized to receive the Offering Memorandum and toparticipate in the Exchange Offers. 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. The lead dealer managers for the Exchange Offers were Citigroup Global MarketsInc., J.P. Morgan Securities LLC and UBS Securities LLC. The co-dealer managersfor the Exchange Offers, including four minority-, veteran- and women-ownedfirms, were Deutsche Bank Securities Inc., Mizuho Securities USA Inc., RBCCapital Markets, LLC, Barclays Capital Inc., Lloyds Securities Inc., SantanderInvestment Securities Inc., MFR Securities, Inc., Mischler Financial Group,Inc., Samuel A. Ramirez & Company, Inc., PNC Capital Markets LLC, SMBC NikkoSecurities America, Inc. and The Williams Capital Group, L.P. 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: 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]