Core Points - Verizon Communications Inc. announced the expiration and preliminary results of its Exchange Offers and Cash Offers for its outstanding notes [1][4][17] - The Exchange Offers involved exchanging Old Notes for newly issued 5.401% Notes due 2037, with a settlement date expected on June 25, 2025 [3][4] - The Cash Offers also expired on June 18, 2025, with a similar settlement date anticipated [17][18] Exchange Offers - The Exchange Offers included 10 separate private offers to exchange various series of Old Notes for New Notes [3][4] - The total principal amount of Old Notes tendered for exchange was detailed in a table, showing significant amounts for each series [6][7] - The acceptance of Old Notes for exchange was based on a "waterfall" methodology, with a maximum aggregate principal amount of New Notes capped at $2.5 billion [10][11] Cash Offers - The Cash Offers consisted of 10 separate offers to purchase Old Notes for cash, with terms outlined in the Offer to Purchase [16][18] - A table indicated the aggregate principal amount of each series of Old Notes tendered for purchase, with notable amounts for several series [18][19] - Similar to the Exchange Offers, the Cash Offers utilized a "waterfall" methodology for acceptance based on priority levels [20][21] Additional Information - Global Bondholder Services Corporation acted as the Information Agent and Exchange Agent for the Exchange Offers, and also for the Cash Offers [14][24] - The final principal amounts of each series of Old Notes validly tendered and accepted for exchange and purchase will be announced by June 23, 2025 [23]

Core Viewpoint - Verizon Communications Inc. has initiated two related transactions to repurchase 10 series of its outstanding notes through Exchange Offers and Cash Offers, aimed at optimizing its debt structure and managing interest expenses [1][3]. Exchange Offers - The Exchange Offers consist of 10 separate private offers to exchange outstanding notes for newly issued debt securities, with a total maximum amount of New Notes capped at $2.5 billion [8][17]. - The Exchange Offers will expire at 5:00 p.m. (Eastern time) on June 18, 2025, with a settlement date expected on June 25, 2025 [4][26]. - Eligible holders must complete an Eligibility Letter to participate, and the acceptance of Old Notes will follow a "waterfall" methodology based on specified Acceptance Priority Levels [3][8]. - The Total Exchange Price for each $1,000 principal amount of Old Notes will be determined based on fixed spreads and the yield of specified U.S. Treasury Securities [12][31]. - Holders whose Old Notes are accepted will also receive accrued interest payments up to the settlement date [13][34]. Cash Offers - The Cash Offers are separate from the Exchange Offers and are available only to holders who are not eligible for the Exchange Offers [23]. - Similar to the Exchange Offers, the Cash Offers will expire at 5:00 p.m. (Eastern time) on June 18, 2025, with a settlement date expected on June 25, 2025 [26][28]. - The maximum total consideration for the Cash Offers is set at $300 million, and acceptance will also follow specified Acceptance Priority Levels [36][29]. - Cash Offer Eligible Holders will receive total consideration in cash for each $1,000 principal amount of Old Notes accepted [28][31]. - Accrued interest will also be paid to holders whose Old Notes are accepted for purchase [34][36]. Additional Conditions - Both the Exchange and Cash Offers are subject to various conditions, including the satisfaction of the New Notes Capacity Condition and the Maximum Total Consideration Condition [16][36]. - Verizon reserves the right to waive or increase the maximum amounts for both offers at its discretion [8][37]. - The New Notes will mature on July 2, 2037, and will bear interest based on the yield of a specified U.S. Treasury Security plus a fixed spread [14][19].