TIDMVZC 
 
Verizon Announces Exchange Offer for Certain Outstanding Verizon Wireless Notes 
                             From Eligible Holders 
 
NEW YORK, May 29, 2014 -- Verizon Communications Inc. ("Verizon") (NYSE, 
NASDAQ: VZ; LSE: VZC) today announced the commencement of a private offer to 
exchange (the "Exchange Offer") up to all of Cellco Partnership's and Verizon 
Wireless Capital LLC's (together, "Verizon Wireless") GBP600,000,000 outstanding 
aggregate principal amount of 8.875% Notes due December 18, 2018 (the "Existing 
Notes") for Verizon's new sterling-denominated notes due 2024 (the "New Notes") 
and an amount of cash. The Exchange Offer is conditioned on at least GBP 
300,000,000 aggregate principal amount of Existing Notes- being validly 
tendered. 
 
The Exchange Offer will expire at 11:59 p.m. (New York time) on June 25, 2014, 
unless extended by Verizon (the "Expiration Date"). Tenders of Existing Notes 
in the Exchange Offer may be validly withdrawn at any time at or prior to 11:59 
p.m. (New York time) on June 11, 2014, unless extended by Verizon, but not 
thereafter, unless additional withdrawal rights are required by law. The price 
for each GBP1,000 principal amount of Existing Notes tendered in the Exchange 
Offer will be calculated at 12:00 noon (London time) on June 11, 2014, unless 
extended by Verizon (the "Price Determination Date"). 
 
The Exchange Offer is being conducted by Verizon upon the terms and subject to 
the conditions set forth in a confidential exchange offer memorandum, dated May 
29, 2014 (the "Exchange Offer Memorandum"). The Exchange Offer is being 
extended only (1) to holders of Existing 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 private transaction in 
reliance upon the exemption from the registration requirements of the U.S. 
Securities Act provided by Section 4(a)(2) thereof and (2) outside the United 
States, to holders of Existing Notes other than "U.S. persons" (as defined in 
Rule 902 under Regulation S of the U.S. Securities Act) and who are not 
acquiring New Notes for the account or benefit of a U.S. person, in offshore 
transactions in compliance with Regulation S under the U.S. Securities Act, and 
who are "Non-U.S. qualified offerees" (as defined in the Exchange Offer 
Memorandum) (each of the foregoing, an "Eligible Holder"). 
 
The complete terms of the Exchange Offer are described in the Exchange Offer 
Memorandum. Eligible Holders that validly tender and do not validly withdraw 
their Existing Notes at or prior to 11:59 p.m. (New York time) on June 11, 2014 
(unless extended by Verizon, the "Early Participation Date") will receive the 
Total Exchange Price, which includes an early exchange premium of GBP50.00 
principal amount of New Notes in respect of each GBP1,000 principal amount of 
Existing Notes tendered, as described in the Exchange Offer Memorandum. 
Eligible Holders of Existing Notes who tender after the Early Participation 
Date, but at or prior to the Expiration Date, will receive the Exchange Price, 
which is the Total Exchange Price minus the early exchange premium. Verizon 
reserves the right, subject to applicable law, to extend, terminate or 
otherwise amend the terms of the Exchange Offer. 
 
  The following table sets forth information regarding the Exchange Offer: 
 
 
                                              Principal           Exchange               Bloomberg 
                             ISIN             Amount              Reference              Reference 
Existing Notes               Number           Outstanding         Security               Page 
 
8.875% Notes due 18 
December 2018, issued by     XS040587667      GBP600,000,000        UKT 5.00% due           DMO 2 
Verizon Wireless                                                  7 March 2018 
 
                                                                  Composition of Hypothetical Total 
                                                                    Exchange Price 
 
Exchange Spread                   Hypothetical Total Exchange    Cash                Hypothetical New Notes 
(Basis Points)     New Notes      Price(1,2,3)                   Amount(1,4)          Amount(1,2,5) 
 
                   Notes due 
+40                 2024            GBP1,300.37                      GBP80                GBP1,220.37 
                    issued by 
                    Verizon 
 
 
(1) Hypotheticals are shown for illustrative purposes only. The actual Total 
Exchange Price, the actual New Notes Amount and, if applicable, the Adjusted 
Cash Amount (each as defined in the Exchange Offer Memorandum) will be 
determined on the Price Determination Date. 
 
(2) Includes the early exchange premium of GBP50.00 principal amount of New Notes 
in respect of each GBP1,000 principal amount of Existing Notes tendered at or 
prior to the Early Participation Date and accepted for exchange. 
 
(3) Sum of the Cash Amount (as defined in the Exchange Offer Memorandum) and 
the hypothetical New Notes Amount in respect of each GBP1,000 principal amount of 
Existing Notes accepted for exchange. 
 
(4) The Cash Amount payable as a portion of the Total Exchange Price in respect 
of each GBP1,000 principal amount of Existing Notes accepted for exchange. The 
Cash Amount excludes accrued and unpaid interest on the Existing Notes, which 
will be payable in addition to the Total Exchange Price. The Cash Amount is 
subject to adjustment as described in the Exchange Offer Memorandum. 
 
(5) Hypothetical principal amount of New Notes to be issued in respect of each 
GBP1,000 principal amount of Existing Notes validly tendered at or prior to the 
Early Participation Date and accepted for exchange. Subject to adjustment as 
described in the Exchange Offer Memorandum. 
 
The New Notes will bear interest at a rate per annum equal to the sum of (i) 
the yield of the 2.25% United Kingdom Treasury Bond due September 7, 2023, as 
calculated by the lead dealer manager in accordance with standard market 
practice, as of the Price Determination Date, appearing on the U.K. DMO 2 Page 
as displayed on the Bloomberg Pricing Monitor, or any other recognized 
quotation source selected by the lead dealer manager in its sole discretion if 
such quotation report is not available or manifestly erroneous plus (ii) the 
New Notes Spread.  The New Notes Spread will be the number of basis points 
determined, in the sole discretion of Verizon, at or around 11:00 a.m. (London 
time) on June 2, 2014, but shall be equal to or greater than 1.30% (130 basis 
points). 
 
Eligible Holders are advised to check with any bank, securities broker or other 
intermediary through which they hold Existing Notes as to when such 
intermediary needs to receive instructions from an Eligible Holder in order for 
that Eligible Holder to be able to participate in, or (in the circumstances in 
which revocation is permitted) revoke their instruction to participate in, the 
Exchange Offer before the deadlines specified herein and in the Exchange Offer 
Memorandum. The deadlines set by each clearing system for the submission and 
withdrawal of exchange instructions will also be earlier than the relevant 
deadlines 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 not 
be offered or sold in the United States absent registration or an applicable 
exemption from the registration requirements of the U.S. Securities Act and any 
applicable state securities laws. 
 
This press release is not an offer to sell or a solicitation of an offer to buy 
any security. The Exchange Offer is being made solely by the Exchange Offer 
Memorandum and only to such persons and in such jurisdictions as is permitted 
under applicable law. 
 
In particular, this communication is only addressed to and directed at: (A) in 
any Member State of the European Economic Area that has implemented the 
Prospectus Directive (as defined below), qualified investors in that Member 
State within the meaning of the Prospectus Directive and (B) (i) persons that 
are outside the United Kingdom or (ii) persons in the United Kingdom who are 
investment professionals falling within 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 Financial Promotion Order, or any other 
person to whom it may otherwise lawfully be communicated by virtue of an 
exemption to Section 21(1) of the Financial Services and Markets Act 2000, as 
amended, or otherwise in circumstance where it does not apply (such persons 
together being referred to as "relevant persons"). The New Notes are only 
available to, and any invitation, offer or agreement to subscribe, purchase or 
otherwise acquire such New Notes will be engaged in only with, relevant 
persons. Any person who is not a relevant person should not act or rely on the 
Exchange Offer Memorandum or any of its contents. For purposes of the 
foregoing, 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.  These 
statements are based on our estimates and assumptions and are subject to risks 
and uncertainties. Forward-looking statements include the information 
concerning 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. For 
those statements, we claim the protection of the safe harbor for 
forward-looking statements contained in the Private Securities Litigation 
Reform Act of 1995. The following important factors, along with those discussed 
in our filings with the Securities and Exchange Commission (the "SEC"), could 
affect future results and could cause those results to differ materially from 
those expressed in the forward-looking statements: the ability to realize the 
expected benefits of our transaction with Vodafone in the timeframe expected or 
at all; an adverse change in the ratings afforded our debt securities by 
nationally accredited ratings organizations or adverse conditions in the credit 
markets affecting the cost, including interest rates, and/or availability of 
further financing; significantly increased levels of indebtedness as a result 
of the Vodafone transaction; changes in tax laws or treaties, or in their 
interpretation; adverse conditions in the U.S. and international economies; 
material adverse changes in labor matters, including labor negotiations, and 
any resulting financial and/or operational impact; material changes in 
technology or technology substitution; disruption of our key suppliers' 
provisioning of products or services; changes in the regulatory environment in 
which we operate, including any increase in restrictions on our ability to 
operate our networks; breaches of network or information technology security, 
natural disasters, terrorist attacks or acts of war or significant litigation 
and any resulting financial impact not covered by insurance; the effects of 
competition in the markets in which we operate; changes in accounting 
assumptions that regulatory agencies, including the SEC, may require or that 
result from changes in the accounting rules or their application, which could 
result in an impact on earnings; significant increases in benefit plan costs or 
lower investment returns on plan assets; and the inability to implement our 
business strategies. 
 
 
SOURCE  Verizon Communications Inc. 
 
 
CONTACT: Bob Varettoni, 908-559-6388, robert.a.varettoni@verizon.com 
 
 
 
 
 
END
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