SUMMARY
Our Company
Verizon Communications Inc.
(Verizon Communications) is a holding company that, acting through its subsidiaries, is one of the worlds leading providers of communications, technology, information and entertainment products and services to consumers, businesses
and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers demand for mobility, reliable network connectivity, security and
control.
We have two reportable segments that we operate and manage as strategic business units Verizon Consumer Group
(Consumer) and Verizon Business Group (Business).
Our Consumer segment provides consumer-focused wireless and
wireline communications services and products. Our wireless services are provided across one of the most extensive wireless networks in the U.S. under the Verizon brand and through wholesale and other arrangements. Fixed wireless access
(FWA) is also provided to consumers for broadband access through our wireless networks. Our wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as
Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Verizon Fios. Our Consumer segments wireless and wireline products and
services are available to our retail customers, as well as resellers that purchase wireless network access from us on a wholesale basis.
Our Business segment provides wireless and wireline communications services and products, including data, video and conferencing services,
corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various Internet of Things services and products, including solutions that support fleet tracking
management, compliance management, field service management, asset tracking and other types of mobile resource management. FWA is also provided to business customers for broadband access through our wireless networks. We provide these products and
services to businesses, government customers and wireless and wireline carriers across the U.S. and select products and services to customers around the world.
Our principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036, and our telephone number is (212) 395-1000.
Stock Purchase Agreement and Registration Rights Agreement
On September 13, 2020, Verizon Communications entered into a stock purchase agreement (the Stock Purchase Agreement) with
América Móvil, S.A.B. de C.V., a Sociedad Anónima Bursátil de Capital Variable organized under the laws of Mexico (América Móvil), AMX USA Holding, S.A. de C.V., a Sociedad
Anónima de Capital Variable organized under the laws of Mexico (AMX USA), and Tracfone Wireless, Inc., a Delaware corporation (Tracfone), pursuant to which Verizon Communications, upon the terms and subject to the
conditions thereof, agreed to acquire all of the issued and outstanding shares of common stock of Tracfone, par value $27.88 per share, for $3.125 billion in cash and $3.125 billion in common stock of Verizon Communications, subject to
customary adjustments (the Transaction), and agreed to grant certain registration rights with respect to the common stock of Verizon Communications paid as consideration for the Transaction. The Stock Purchase Agreement also includes up
to an additional $650 million in future cash consideration related to the achievement of certain performance measures and other commercial arrangements. Concurrently with the closing of the Transaction on November 23, 2021, Verizon
Communications entered into a registration rights agreement (the Registration Rights Agreement) with América Móvil, which contemplates sales of common stock of Verizon Communications by América Móvil or any of
its subsidiaries, and pursuant to which Verizon Communications filed the registration statement on Form S-3 of which this prospectus is a part for the offer and resale of common stock of Verizon Communications
by AMX USA, or any other subsidiary of América Móvil identified in the applicable prospectus supplement, as the selling stockholder, and granted América Móvil certain demand rights, including customary shelf
take-down demand rights and the right to one underwritten block trade if the offering size is reasonably expected to result in aggregate cash proceeds in excess of $1,000,000,000, in each case upon the terms and subject to the conditions of the
Registration Rights Agreement.
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