18th Oct 2006 16:27
Verizon Communications18 October 2006 FOR IMMEDIATE RELEASE Media contact:October 18, 2006 Bob Varettoni 908-559-6388 [email protected] Verizon Communications Board Approves Spin-Off of U.S. Print and Internet Yellow Pages Directories New Company to Be Called Idearc NEW YORK -- Verizon Communications Inc. today announced that its Board ofDirectors has approved the proposed spin-off of Verizon's U.S. print andInternet yellow pages directories company to its stockholders. The spin-offwill result in a new public company that will be separate from Verizon and thatwill be called Idearc Inc. (pronounced EYE'-dee-ark). The Verizon Board declared a dividend of one share of Idearc common stock forevery 20 shares of Verizon common stock held as of the close of business on Nov.1, 2006. Subject to the satisfaction of certain conditions, the distributionwill occur on Nov. 17, 2006, and is expected to qualify as a tax-freedistribution. Stockholders who own fewer than 20 shares of Verizon common stock(or who do not own multiples of 20 shares) will receive a taxable cash paymentin lieu of a fractional share to which they would be entitled. As previously announced, when the Board next considers the Verizon dividend,management expects to recommend that the Board not reduce Verizon's quarterlydividend of 40.5 cents per share as a result of the spin-off. Verizon currently expects that a "when issued" public market for Idearc commonstock will begin on or about Nov. 2 on the New York Stock Exchange (NYSE) underthe symbol "IAR wi." Following the spin-off, Idearc common stock will tradeunder the symbol "IAR." If a Verizon stockholder sells shares of his or her Verizon common stock (whichtrades on the NYSE under the symbol "VZ") in the regular way market on or priorto the distribution date, the shareholder will also be selling the right toreceive shares of Idearc common stock in connection with those shares. Investors are encouraged to consult with their financial advisors regarding thespecific implications of selling shares of their Verizon common stock on orbefore the distribution date. Details of New Name Following the spin-off, the company will operate under the trademarks IDEARC,IDEARC MEDIA and the arc design logo. These trademarks will be used inpromoting the company's multi-platform print and online publishing andadvertising services, including Yellow Pages, White Pages, business directoriesand magazines, an online directory and search services, website design andhosting services, and directory and information services for wirelesssubscribers. Idearc was selected as the new company's name to differentiate it from otherpublishers in the industry. A combination of the words "idea" and "arc," Idearcsymbolizes how the company connects buyers and sellers through robust contentavailable across multiple media. New Logo Idearc's logo incorporates the name with three, interconnected arcs that eachtie to facets of Idearc's strategic portfolio: Gray links with its print productdesign, green to its industry-leading SuperPages.com service, and blue to thefuture. Idearc's name and logo were created by Landor Associates, the brandingand design consultancy that also created the Verizon name and logo in 2000. Idearc will be headquartered in the Dallas/Fort Worth area and haveapproximately 7,100 employees. After the spin-off, Idearc and its subsidiarieswill continue to operate the domestic directories publishing business previouslyoperated by Verizon. Completion of the spin-off is subject to the satisfaction of a number ofconditions, including the Form 10 Registration Statement for Idearc's commonstock being declared effective by the Securities and Exchange Commission, Idearccommon stock being accepted for listing on the NYSE, and certain otherconditions described in the Form 10. The Board has reserved the right towithdraw its declaration of the dividend at any time prior to the distribution. Verizon Communications Inc. (NYSE:VZ), a Dow 30 company, is a leader indelivering broadband and other wireline and wireless communication innovationsto mass market, business, government and wholesale customers. Verizon Wirelessoperates America's most reliable wireless network, serving nearly 55 millioncustomers nationwide. Verizon Business operates one of the most expansivewholly-owned global IP networks. Verizon Telecom is deploying the nation's mostadvanced fiber-optic network to deliver the benefits of convergedcommunications, information and entertainment services to customers. Based inNew York, Verizon has a diverse workforce of more than 252,000 and generatesannual consolidated operating revenues of approximately $90 billion. For moreinformation, visit www.verizon.com. #### VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches andbiographies, media contacts, high quality video and images, and otherinformation are available at Verizon's News Center on the World Wide Web atwww.verizon.com/news. To receive news releases by e-mail, visit the News Centerand register for customized automatic delivery of Verizon news releases. NOTE: This news release contains statements about expected future events andfinancial results that are forward-looking and subject to risks anduncertainties. For those statements, we claim the protection of the safe harborfor forward-looking statements contained in the Private Securities LitigationReform Act of 1995. The following important factors could affect future resultsand could cause those results to differ materially from those expressed in theforward-looking statements: materially adverse changes in economic and industryconditions and labor matters, including workforce levels and labor negotiations,and any resulting financial and/or operational impact, in the markets served byus or by companies in which we have substantial investments; material changes inavailable technology; technology substitution; an adverse change in the ratingsafforded our debt securities by nationally accredited ratings organizations; thefinal results of federal and state regulatory proceedings concerning ourprovision of retail and wholesale services and judicial review of those results;the effects of competition in our markets; the timing, scope and financialimpacts of our deployment of fiber-to-the-premises broadband technology; theability of Verizon Wireless to continue to obtain sufficient spectrum resources;changes in our accounting assumptions that regulatory agencies, including theSEC, may require or that result from changes in the accounting rules or theirapplication, which could result in an impact on earnings; the timing of theclosings of the sales of our Latin American and Caribbean properties; and theextent and timing of our ability to obtain revenue enhancements and cost savingsfollowing our business combination with MCI, Inc. 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