Ernst & Young LLP One Manhattan West New York, NY 10001-8604
Tel: +1 212 773 3000 ey.com
To the Management of Verizon Communications Inc.:
We have examined management’s assertion, included in Exhibit A, that an amount equal to the net proceeds from the issuance of 2.850% notes due 2041 (the “Allocated Amount”) issued by Verizon Communications Inc. (“Verizon”) was fully allocated, during the period from September 3, 2021 to December 31, 2021 (the “Reporting Period”), to qualifying Eligible Green Investments (as defined in the “Use of Proceeds” section of the Prospectus Supplement, dated September 1, 2021, to the Prospectus dated September 4, 2019, filed by Verizon with the Securities and Exchange Commission pursuant to Securities Act Rule 424(b)(2) on September 2, 2021), consisting of amounts committed through the execution of virtual power purchase agreements that meet the Eligible Green Investments criteria set forth in Table 1 of Exhibit A (the “Criteria”). Management of Verizon is responsible for the assertion, having a reasonable basis for its assertion, selection of the Criteria and the allocation, during the Reporting Period, of amounts to projects that meet the Criteria. Our responsibility is to express an opinion on the assertion based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion is fairly stated, in all material respects. An examination involves performing procedures to obtain evidence about management’s assertion. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of management’s assertion, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
Our examination was not conducted for the purpose of evaluating (i) whether funds in excess of the net proceeds were allocated to Eligible Green Investments during the Reporting Period, (ii) that any payments made pursuant to any virtual power purchase agreements to which amounts were allocated during the Reporting Period were in accordance with such agreements, (iii) the environmental benefits of the Eligible Green Investments, (iv) conformance of any Eligible Green Investments with any third-party published principles, standards or frameworks, such as the Green Bond Principles, dated June 2021, published by the International Capital Market Association or (v) any information included in Verizon’s Green Bond Impact Report relating to the 2.850% notes due 2041 or on Verizon’s website, other than management’s assertion. Accordingly, we do not express an opinion or any other form of assurance other than on management’s assertion included in Exhibit A. The determination of the amount to be allocated to the virtual power purchase agreements involves estimates. Actual results could differ from those estimates and those differences may be material.
In our opinion, management’s assertion, included in Exhibit A, that an amount equal to the net proceeds from the issuance of the 2.850% notes due 2041 was fully allocated during the Reporting Period to qualifying Eligible Green Investments that met the Criteria, consisting of amounts committed through the execution of virtual power purchase agreements, is fairly stated, in all material respects.
February 14, 2022
Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036
Table 1: Eligible Green Investments
Exhibit A Verizon Communications Inc. Management's Assertion
We assert that an amount equal to the net proceeds from the issuance of our 2.850% notes due 2041 (the “Allocated Amount”) was fully allocated, during the period from September 3, 2021 to December 31, 2021 (the “Reporting Period”), to qualifying Eligible Green Investments (as defined in the “Use of Proceeds” section of the Prospectus Supplement, dated September 1, 2021, to the Prospectus dated September 4, 2019, filed by Verizon Communications Inc. (“Verizon”) with the Securities and Exchange Commission pursuant to Securities Act Rule 424(b)(2) on September 2, 2021), consisting of amounts committed through the execution of virtual power purchase agreements, that meet the Eligible Green Investments criteria set forth in the table below (the “Criteria”).
Management of Verizon is responsible for this assertion, having a reasonable basis for its assertion, selection of the Criteria and the allocation, during the Reporting Period, of amounts to projects that meet the Criteria.
a) the development, construction or operation of facilities, equipment or systems that generate or transmit renewable energy, such as: i. solar energy; and ii. wind energy
b) the purchase of renewable energy pursuant to long-term power purchase agreements or virtual power purchase agreements entered into prior to the commencement, or in the case of rehabilitated projects, the re-commencement, of commercial operation of the renewable project, that meet our "additionality" objective of bringing new renewable energy sources to the grids that power our networks such as: i. solar energy; and ii. wind energy
Note 1: The Allocated Amount may include amounts allocated during the Reporting Period to new investments made by us during the Reporting Period, as well as to existing investments made by us prior to September 3, 2021, the date of issuance of our 2.850% notes due 2041, but after December 1, 2020.
Note 2: The amounts allocated to projects have not yet been disbursed and represent future outlays.
Note 3: Proceeds are considered allocated when power purchase agreements or virtual power purchase agreements are executed. The allocated amount is calculated as the net present value of estimated cash flows based on megawatt capacity, estimated ratio of actual electricity generated to potential output, estimated hours online each year and fixed power price over the contract term.
