Verizon Communications Inc 8-K, filed Mar 11, 2021
Verizon Communications Inc (VZ)
8-K
2021-03-11
For: 2021-03-10
View Original
Added on
April 11, 2026
About this 8-K
Verizon Communications Inc filed this 8-K on March 11, 2021, reporting on events of March 10, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 10, 2021
(Date of earliest event reported)
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (212 ) 395-1000
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
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).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is an infographic published in connection with an investor presentation given by Verizon Communications Inc. on March 10, 2021.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Non-GAAP Measures
Verizon’s infographic includes 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.
Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio Forecast
Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio Forecast is a non-GAAP financial measure that we believe is 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. Consolidated Adjusted EBITDA is calculated by adding back interest, taxes and depreciation and amortization expense to net income and excluding the effect of non-operational items and special items. 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.
We have not provided a reconciliation for our Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio Forecast because we cannot, without unreasonable effort, predict the impacts to the special items that could arise during 2021.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Infographic published in connection with an investor presentation on March 10, 2021. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |||||||
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.
| Verizon Communications Inc. | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Date: | March 10, 2021 | /s/ Anthony T. Skiadas | ||||||||||||||||||
| Anthony T. Skiadas | ||||||||||||||||||||
| Senior Vice President and Controller | ||||||||||||||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| Infographic published in connection with an investor presentation on March 10, 2021. | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |||||||
EBS/BRS C-Band Fiber Build Plan • >50% of 4G and 5G sites on Verizon-owned fiber in next three years; benefits of owner’s economics 2021 Investor Day Verizon accelerating growth What you need to know: • Strategy unchanged — C-Band spectrum amplifies and accelerates opportunity • 2x mid-band spectrum holdings post auction • Five vectors set foundation for 3%+ Service and Other revenue growth target 1 C-Band Auction Results • 140-200 MHz in every market • Average 161 MHz C-Band depth across the U.S. • Contiguous across U.S. • 60 MHz early clearing A-Block spectrum C-Band Deployment Plan — Covered POPs Leading Network Fixed Wireless Household Coverage Plan YE 2021 YE 2023 YE 2025 15M 30M 50M Spectrum Connectivity Ranges 250M+ 2024 & Beyond 175M+ 2022-2023 100M POPs in ~12 Months Based on FCC use rules for bands shown and 3GPP propagation models; under typical conditions Network Build Plan • $10B C-Band capital spending plan over 3 years • Initial C-Band build on existing infrastructure • 7K-8K C-Band equipped cell sites in 2021 • 14K+ additional mmWave cell sites in 2021; 30K+ total by YE • Over time, 50% of urban traffic expected to be on mmWave 5G 4G 5G Adoption Network Monetization Next-gen B2B Applications Customer Differentiation New Markets Exhibit 99.1
2021 Investor Day (cont’d) Consumer Group 5G Adoption & Network Monetization • Retail volume growth – Postpaid and Prepaid • 10M 5G Ultra-Wide Band smartphones already sold: 70%+ C-Band capable • Expect 55%+ Consumer postpaid base to be on 5G phones by YE 2023 • Expanded and enhanced wholesale partnerships Customer Differentiation • Increasing Unlimited adoption • ARPA forecast: 2%+ CAGR through 2023 • Expanded premium value proposition Expected Postpaid Account Mix Business Group Growing Share • Continuously growing wireless subscribers • Market share leader in every segment • Expect continued leadership in 2021 and beyond 5G Business Internet expected in more than 20 markets by end of 2021 • Now available in Chicago, Houston and Los Angeles Mobile Edge Compute • $30B+ Verizon addressable opportunity by 2025 – ~$10B U.S. Edge Compute market (Public/Private) – ~$10B Global Private Networks market – ~$12B U.S. Enterprise Solutions market Business Transformation • In second year of three-year transformation — progressing on schedule • Future segment EBITDA margin* expected at 25% or above • One Fiber monetization and scaling 5G opportunities 36% YE 2020 YE 2023 ~10% Metered Entry Unlimited Premium Unlimited 43% ~40% 21% ~50% 2 *Non-GAAP measure New Markets • Home Broadband opportunity: Nationwide scale • Announced new Home CPE: C-Band capable. Available in 2021 • Accelerated Service and Other revenue growth expected in 2022 and beyond • All five growth vectors are in play — C-Band amplifies and accelerates opportunity • Fixed Wireless Access and Mobile Edge Compute represent potential multi-billion dollar revenue streams Expanding Consumer and Business 5G What you need to know:
2021 Investor Day (cont’d) “Safe Harbor” Statement NOTE: In this presentation we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward- looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words “anticipates,” “believes,” “estimates,” “expects,” “hopes,” “forecasts,” “plans” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The following important factors, along with those discussed in our filings with the Securities and Exchange Commission (the “SEC”), could affect futurre results and could cause those results to differ materially from those expressed in the forward-looking statements: cyber attacks impacting our networks or systems and any resulting financial or reputational impact; natural disasters, terrorist attacks or acts of war or significant litigation and any resulting financial or reputational impact; the impact of the COVID-19 pandemic on our operations, our employees and the ways in which our customers use our networks and other products and services; disruption of our key suppliers’ or vendors’ provisioning of products or services, including as a result of the COVID-19 pandemic; material adverse changes in labor matters and any resulting financial or operational impact; the effects of competition in the markets in which we operate; failure to take advantage of developments in technology and address changes in consumer demand; performance issues or delays in the deployment of our 5G network resulting in significant costs or a reduction in the anticipated benefits of the enhancement to our networks; the inability to implement our business strategy; adverse conditions in the U.S. and international economies; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses; our high level of indebtedness; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; significant increases in benefit plan costs or lower investment returns on plan assets; changes in tax laws or treaties, or in their interpretation; and changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings. As required by SEC rules, we have provided a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable GAAP measures in materials on our website at www.verizon.com/about/investors. Strong Financial Foundation Expected Annual Service and Other Revenue Growth Capital Allocation Priorities 1. Investment in the Business 2. Commitment to Dividend 3. Strong Balance Sheet 4. Return of Capital 3 Financial Priorities What you need to know: • Strategy execution • 2%+ to 4%+ expected annual Service and Other revenue growth • Strong cash flows • Fund capital allocation goals 1. Build 2%+ 2. Scale 3%+ 3. Nationwide 4%+ 2021 2022-2023 2024 and Beyond Net Unsecured Debt/Adj. EBITDA* ~2.8x 2.4x Leverage target of 1.75x – 2.0x *Non-GAAP measure Key Financial Items • Spectrum payments – March 10, initial 20% or $8.2B. Financing from cash on hand ($22.2B Dec 2020) – March 24, remaining 80% or $36.4B. financing from bank facility / public debt markets / cash on hand & CP • Expected C-Band impact to cash payments, 2021-2023 – $10B higher cap ex for C-Band – ~$4B higher cash interest – ~$5B lower cash taxes • Expected Adjusted EPS* impact of C-Band cap ex and debt (D&A + interest expense impact) • Interest treatment on cash flow statement – Spectrum preparation, interest is capitalized and flows through CFFI – Spectrum in use, interest flows through CFFO YE 2021 ForecastYE 2019 YE 2020YE 2018YE 2017 2.1x 2.0x2.0x Expect to return to target range in 4-5 years Net $ Change Adj. EPS* Impact 2021 ~$0.1B NM 2022 (~$0.5B) (~$0.10) 2023 (~$1.0B) (~$0.20) *Non-GAAP measure