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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 24, 2023
(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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VZ 24B |
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New York Stock Exchange |
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4.073% Notes due 2024 |
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VZ 24C |
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New York Stock Exchange |
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0.875% Notes due 2025 |
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VZ 25 |
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New York Stock Exchange |
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3.25% Notes due 2026 |
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VZ 26 |
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New York Stock Exchange |
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1.375% Notes due 2026 |
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VZ 26B |
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New York Stock Exchange |
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0.875% Notes due 2027 |
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VZ 27E |
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New York Stock Exchange |
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1.375% Notes due 2028 |
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VZ 28 |
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New York Stock Exchange |
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1.125% Notes due 2028 |
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VZ 28A |
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New York Stock Exchange |
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2.350% Fixed Rate Notes due 2028 |
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VZ 28C |
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New York Stock Exchange |
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1.875% Notes due 2029 |
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VZ 29B |
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New York Stock Exchange |
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0.375% Notes due 2029 |
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VZ 29D |
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New York Stock Exchange |
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1.250% Notes due 2030 |
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VZ 30 |
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New York Stock Exchange |
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1.875% Notes due 2030 |
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VZ 30A |
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New York Stock Exchange |
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4.250% Notes due 2030 |
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VZ 30D |
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New York Stock Exchange |
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2.625% Notes due 2031 |
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VZ 31 |
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New York Stock Exchange |
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2.500% Notes due 2031 |
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VZ 31A |
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New York Stock Exchange |
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3.000% Fixed Rate Notes due 2031 |
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VZ 31D |
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New York Stock Exchange |
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0.875% Notes due 2032 |
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VZ 32 |
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New York Stock Exchange |
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0.750% Notes due 2032 |
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VZ 32A |
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New York Stock Exchange |
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1.300% Notes due 2033 |
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VZ 33B |
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New York Stock Exchange |
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4.75% Notes due 2034 |
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VZ 34 |
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New York Stock Exchange |
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4.750% Notes due 2034 |
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VZ 34C |
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New York Stock Exchange |
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3.125% Notes due 2035 |
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VZ 35 |
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New York Stock Exchange |
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1.125% Notes due 2035 |
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VZ 35A |
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New York Stock Exchange |
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3.375% Notes due 2036 |
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VZ 36A |
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New York Stock Exchange |
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2.875% Notes due 2038 |
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VZ 38B |
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New York Stock Exchange |
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1.875% Notes due 2038 |
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VZ 38C |
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New York Stock Exchange |
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1.500% Notes due 2039 |
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VZ 39C |
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New York Stock Exchange |
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3.50% Fixed Rate Notes due 2039 |
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VZ 39D |
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New York Stock Exchange |
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1.850% Notes due 2040 |
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VZ 40 |
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New York Stock Exchange |
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3.850% Fixed Rate Notes due 2041 |
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VZ 41C |
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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 Exhibit 99.1 hereto are a press release and financial
tables, dated January 24, 2023, issued by Verizon
Communications Inc. (Verizon). Attached as Exhibit 99.2 hereto is
commentary, dated January 24, 2023, discussing Verizon's
financial and operating results for the fourth quarter and full
year of 2022.
Non-GAAP Measures
Verizon’s press release, financial tables and commentary attached
to the report 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 widely accepted financial measures used in evaluating
the profitability of a company and its operating performance in
relation to 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 total
segment operating revenues.
Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA
Forecast
Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA
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 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 and amortization 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 from
disposition of business. Severance charges recorded during 2022 and
2021 relate to involuntary and voluntary separations, respectively,
under our existing plans. Loss on spectrum licenses relates to the
sale of certain wireless licenses in 2021. Net gain from
disposition of business relates to the sale of Verizon Media in
2021.
We have not provided a reconciliation for our Consolidated Adjusted
EBITDA Forecast because we cannot, without unreasonable effort,
predict the special items that could arise during
2023.
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:
amortization of acquisition-related intangible assets, severance,
pension and benefits credits, early debt redemption costs, net gain
from disposition of asset and business, and loss on spectrum
licenses. Severance, pension and benefits credits relate to
severance charges and actuarial gains/losses resulting from the
re-measurements of pension and other postretirement benefits. Net
gain from disposition of asset and business relates to the sale of
an investment and the sale of Verizon Media in 2021. Loss on
spectrum licenses relates to the sale of certain wireless licenses
in 2021.
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 exclude the amortization of acquisition-related intangible
assets because the amount and timing of such charges are
significantly impacted by the timing, size, number and nature of
the acquisitions we consummate. While we have a history of
significant acquisition activity, we do not acquire businesses on a
predictable cycle, and the amount of an acquisition’s purchase
price allocated to intangible assets and related amortization term
are unique to each acquisition and can vary significantly from
acquisition to acquisition. Exclusion of this amortization expense
facilitates more consistent comparisons of operating results over
time between our newly acquired and long-held businesses, and with
both acquisitive and non-acquisitive peer companies. We believe
that it is important for investors to understand that our non-GAAP
financial measure adjusts for the intangible asset amortization but
does not adjust the revenue that is generated in part from the use
of such intangible assets.
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 2023.
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 2023.
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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Press release and financial tables, dated January 24, 2023,
issued by Verizon Communications Inc.
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Commentary discussing financial and operating results of Verizon
Communications Inc. for the fourth quarter and full year of
2022 |
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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 24, 2023 |
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/s/ Anthony T. Skiadas |
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Anthony T. Skiadas |
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Senior Vice President and
Controller |
Verizon Communications (NYSE:VZ)
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Verizon Communications (NYSE:VZ)
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