VERIZON COMMUNICATIONS INC. (NYSE:VZ) Files An 8-K Regulation FD Disclosure

Item7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 and incorporated by reference herein is
a press release dated February21, 2017, issued by Verizon
Communications Inc. (Verizon) and Yahoo! Inc. (Yahoo).

The information provided to this Item7.01 is being furnished and
shall not be deemed to be filed with the Securities and Exchange
Commission (the SEC) or incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent set forth
by specific reference in any such filing.

Item8.01 Other Events.

On February20, 2017, Verizon and Yahoo entered into an amendment
to the previously announced stock purchase agreement, dated as of
July23, 2016, by and between Verizon and Yahoo (the Purchase
Agreement), to which the parties agreed that, subject to the
terms and conditions thereof, the purchase price to be paid by
Verizon in connection with the acquisition of Yahoos operating
business (the Transaction) will be reduced by $350 million to
approximately $4.48 billion in cash, subject to certain
adjustments. Subject to certain exceptions, the parties also
agreed that certain user security and data breaches incurred by
Yahoo (and the losses arising therefrom) will be disregarded
(1)for purposes of specified conditions to Verizons obligations
to close the Transaction and (2)in determining whether a Business
Material Adverse Effect under the Purchase Agreement has
occurred.

Concurrently with the amendment of the Purchase Agreement, Yahoo
and Yahoo Holdings, Inc., a wholly owned subsidiary of Yahoo that
Verizon has agreed to purchase to the Transaction, also entered
into an amendment to a related reorganization agreement, to which
Yahoo (which has announced that it intends to change its name to
Altaba Inc. following the closing of the Transaction) will retain
50% of certain post-closing liabilities arising out of
governmental or third party investigations, litigations or other
claims related to certain user security and data breaches
incurred by Yahoo. In accordance with the original Transaction
agreements, Yahoo will continue to retain 50% of any liabilities
arising out of any shareholder lawsuits (including derivative
claims) and investigations and actions by the SEC.

The Transaction remains subject to customary closing conditions,
including the approval of Yahoos stockholders, and is expected to
close in the second quarter of 2017.

Important additional information and where to find
it

On September9, 2016, Yahoo filed with the SEC a preliminary proxy
statement regarding the proposed sale of Yahoos operating
business to Verizon. Yahoo will file with the SEC a definitive
version of the proxy statement which will be sent or provided to
Yahoo stockholders when available. BEFORE MAKING ANY VOTING
DECISION, YAHOOS STOCKHOLDERS ARE STRONGLY ADVISED TO READ YAHOOS
PRELIMINARY PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND, WHEN IT BECOMES
AVAILABLE, YAHOOS DEFINITIVE PROXY STATEMENT IN ITS
ENTIRETY(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS. Investors and stockholders may obtain a
free copy of Yahoos preliminary proxy statement and any
amendments or supplements to the preliminary proxy statement,
Yahoos definitive proxy statement (when available) and any
amendments or supplements to the definitive proxy statement (when
available) and other documents filed by Yahoo with the SEC (when
available) in connection with the proposed transactions for no
charge at the SECs website at www.sec.gov, on the Investor Relations
page of Yahoos website investor.yahoo.net or by writing to
Investor Relations, Yahoo! Inc., 701 First Avenue, Sunnyvale, CA
94089.