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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 25, 2022
(Date of earliest event reported)
______________________________________________________________________________
Verizon Communications Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
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Delaware |
1-8606 |
23-2259884 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1095 Avenue of the Americas |
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10036 |
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New York, |
New York |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(212) 395-1000
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Common Stock, par value $0.10 |
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VZ |
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New York Stock Exchange |
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Common Stock, par value $0.10 |
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VZ |
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The NASDAQ Global Select Market |
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1.625% Notes due 2024 |
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VZ24B |
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New York Stock Exchange |
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4.073% Notes due 2024 |
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VZ24C |
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New York Stock Exchange |
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0.875% Notes due 2025 |
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VZ25 |
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New York Stock Exchange |
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3.250% Notes due 2026 |
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VZ26 |
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New York Stock Exchange |
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1.375% Notes due 2026 |
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VZ26B |
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New York Stock Exchange |
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0.875% Notes due 2027 |
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VZ27E |
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New York Stock Exchange |
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1.375% Notes due 2028 |
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VZ28 |
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New York Stock Exchange |
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1.125% Notes due 2028 |
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VZ28A |
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New York Stock Exchange |
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2.350% Fixed Rate Notes due 2028 |
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VZ28C |
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New York Stock Exchange |
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1.875% Notes due 2029 |
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VZ29B |
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New York Stock Exchange |
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0.375% Notes due 2029 |
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VZ29D |
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New York Stock Exchange |
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1.250% Notes due 2030 |
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VZ30 |
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New York Stock Exchange |
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1.875% Notes due 2030 |
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VZ30A |
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New York Stock Exchange |
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2.625% Notes due 2031 |
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VZ31 |
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New York Stock Exchange |
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2.500% Notes due 2031 |
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VZ31A |
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New York Stock Exchange |
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3.000% Fixed Rate Notes due 2031 |
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VZ31D |
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New York Stock Exchange |
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0.875% Notes due 2032 |
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VZ32 |
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New York Stock Exchange |
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0.750% Notes due 2032 |
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VZ32A |
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New York Stock Exchange |
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1.300% Notes due 2033 |
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VZ33B |
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New York Stock Exchange |
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4.750% Notes due 2034 |
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VZ34 |
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New York Stock Exchange |
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3.125% Notes due 2035 |
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VZ35 |
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New York Stock Exchange |
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1.125% Notes due 2035 |
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VZ35A |
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New York Stock Exchange |
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3.375% Notes due 2036 |
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VZ36A |
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New York Stock Exchange |
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2.875% Notes due 2038 |
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VZ38B |
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New York Stock Exchange |
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1.875% Notes due 2038 |
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VZ38C |
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New York Stock Exchange |
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1.500% Notes due 2039 |
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VZ39C |
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New York Stock Exchange |
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3.500% Fixed Rate Notes due 2039 |
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VZ39D |
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New York Stock Exchange |
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1.850% Notes due 2040 |
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VZ40 |
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New York Stock Exchange |
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3.850% Fixed Rate Notes due 2041 |
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VZ41C |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.02. Results of Operations and Financial
Condition
Attached as an exhibit hereto are a press release and financial
tables dated January 25, 2022 issued by Verizon Communications
Inc. (Verizon).
Non-GAAP Measures
Verizon’s press release and financial tables include financial
information prepared in conformity with generally accepted
accounting principles in the United States (GAAP) as well as
non-GAAP financial information. It is management's intent to
provide non-GAAP financial information to enhance the understanding
of Verizon's GAAP financial information and it should be considered
by the reader in addition to, but not instead of, the financial
statements prepared in accordance with GAAP. Each non-GAAP
financial measure is presented along with the corresponding GAAP
measure so as not to imply that more emphasis should be placed on
the non-GAAP measure. We believe that providing these non-GAAP
measures in addition to the GAAP measures allows management,
investors and other users of our financial information to more
fully and accurately assess both consolidated and segment
performance. The non-GAAP financial information presented may be
determined or calculated differently by other companies and may not
be directly comparable to that of other companies.
EBITDA and EBITDA Margin Related Non-GAAP Measures
Consolidated earnings before interest, taxes, depreciation and
amortization (EBITDA), Segment EBITDA and Segment EBITDA Margin are
non-GAAP financial measures that we believe are useful to
management, investors and other users of our financial information
as they are a widely accepted financial measures used in evaluating
the profitability of a company and with its
competitors.
Consolidated EBITDA is calculated by adding back interest, taxes
and depreciation and amortization expense to net
income.
Segment EBITDA is calculated by adding back segment depreciation
and amortization expense to segment operating income. Segment
EBITDA Margin is calculated by dividing Segment EBITDA by segment
total operating revenues.
Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA
Growth Forecast
Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA
Growth Forecast are non-GAAP financial measures that we believe
provide relevant and useful information to management, investors
and other users of our financial information in evaluating the
effectiveness of our operations and underlying business trends in a
manner that is consistent with management’s evaluation of business
performance. We believe that Consolidated Adjusted EBITDA and
Consolidated Adjusted EBITDA Growth Forecast are used by investors
to compare a company’s operating performance to its competitors by
minimizing impacts caused by differences in capital structure,
taxes and depreciation policies. Further, the exclusion of
non-operational items and special items enables comparability to
prior period performance and trend analysis.
Consolidated Adjusted EBITDA is calculated by excluding from
Consolidated EBITDA the effect of the following non-operational
items: equity in losses and earnings of unconsolidated businesses
and other income and expense, net, and the following special items:
severance charges, loss on spectrum licenses and net gain/loss from
dispositions of businesses. Severance charges recorded during both
2021 and 2020 relate to voluntary separations under our existing
plans. Loss on spectrum licenses relates to the sale of certain
wireless licenses in 2021 and Auction 103 in 2020. Net gain/loss
from dispositions of businesses relates to the sale of Verizon
Media in 2021 and the sale of Huffington Post in 2020.
We have not provided a reconciliation for our Consolidated Adjusted
EBITDA Growth Forecast because we cannot, without unreasonable
effort, predict the special items that could arise during
2022.
Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted
EBITDA Ratio
Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted
EBITDA Ratio are non-GAAP financial measures that we believe are
useful to management, investors and other users of our financial
information in evaluating Verizon’s ability to service its
unsecured debt from continuing operations.
Net Unsecured Debt is calculated by subtracting secured debt and
cash and cash equivalents, from the sum of debt maturing within one
year and long-term debt. Net Unsecured Debt to Consolidated
Adjusted EBITDA Ratio is calculated by dividing Net Unsecured Debt
by Consolidated Adjusted EBITDA. For purposes of Net Unsecured Debt
to Consolidated Adjusted EBITDA Ratio, Consolidated Adjusted EBITDA
is calculated for the last twelve months.
Adjusted Earnings per Common Share (Adjusted EPS) and Adjusted EPS
Forecast
Adjusted EPS and Adjusted EPS Forecast are non-GAAP financial
measures that we believe are useful to management, investors and
other users of our financial information in evaluating our
operating results and understanding our operating trends without
the effect of special items which could vary from period to period.
We believe excluding special items provides more comparable
assessment of our financial results from period to
period.
Adjusted EPS is calculated by excluding from the calculation of
reported EPS the effect of the following special items: net
severance, pension and benefits credits/charges, net gain/loss from
dispositions of assets and businesses, net early debt redemption
costs, and loss on spectrum licenses. Net gain/loss from
dispositions of assets and businesses relate to the sale of an
investment and the sale of Verizon Media in 2021, as well as the
sale of Huffington Post in 2020. Loss on spectrum licenses relates
to the sale of certain wireless licenses in 2021 and Auction 103 in
2020. Net severance, pension and benefits credits/charges relate to
severance charges and actuarial gains/losses resulting from the
re-measurements of pension and other postretirement
benefits.
Actuarial gains or losses as a result of the re-measurements of
pension and other postretirement benefits are included in other
income and expense, net, and are measured based on projected
discount rates and estimated returns on plan assets. Such estimates
are updated at least annually at the end of the fiscal year to
reflect actual discount rates and returns on plan assets or more
frequently if significant events arise which require an interim
re-measurement.
We have not provided a reconciliation for our Adjusted EPS Forecast
because we cannot, without unreasonable effort, predict the special
items that could arise during 2022.
Adjusted Effective Income Tax Rate Attributable to
Verizon Forecast (Adjusted
ETR Forecast)
Adjusted ETR Forecast is a non-GAAP financial measure
that we believe is useful to management, investors and other users
of our financial information in assessing our effective income tax
rate without the effect of special items which could vary from
period to period. Adjusted ETR Forecast is calculated by
dividing the provision for income taxes by net income attributable
to Verizon before tax after adjusting for the impact of special
items.
We have not provided a reconciliation for our Adjusted ETR Forecast
because we cannot, without unreasonable effort, predict the special
items that could arise during 2022.
Free Cash Flow
Free cash flow is a non-GAAP financial measure that reflects an
additional way of viewing our liquidity that, when viewed with our
GAAP results, provides a more complete understanding of factors and
trends affecting our cash flows. We believe it is a more
conservative measure of cash flow since capital expenditures are
necessary for ongoing operations. Free cash flow has limitations
due to the fact that it does not represent the residual cash flow
available for discretionary expenditures. For example, free cash
flow does not incorporate payments made on finance lease
obligations or cash payments for acquisitions of businesses or
wireless licenses. Therefore, we believe it is important to view
free cash flow as a complement to our entire consolidated
statements of cash flows.
Free cash flow is calculated by subtracting capital expenditures
(including capitalized software) from net cash provided by
operating activities.
See the accompanying schedules for reconciliations of non-GAAP
financial measures to GAAP.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits. |
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Exhibit
Number |
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Description |
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99 |
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Press release and financial tables, dated January 25, 2022,
issued by Verizon Communications Inc.
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104 |
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Cover Page Interactive Data File (formatted as inline
XBRL). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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Verizon Communications Inc. |
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(Registrant) |
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Date: |
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January 25, 2022 |
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/s/ Anthony T. Skiadas |
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Anthony T. Skiadas |
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Senior Vice President and
Controller |
EXHIBIT INDEX
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Exhibit
Number |
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Description |
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Press release and financial tables, dated January 25, 2022, issued
by Verizon Communications Inc. |
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104 |
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Cover Page Interactive Data File (formatted as inline
XBRL). |
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Verizon Communications (NYSE:VZ)
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From Apr 2022 to May 2022
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From May 2021 to May 2022
