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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: October 22, 2024
(Date of earliest event reported)
______________________________________________________________________________
Verizon Communications Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
| | | | | | | | | | | |
| | | |
| Delaware | 1-8606 | 23-2259884 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| 1095 Avenue of the Americas | | 10036 |
| New York, | New York | | |
| (Address of principal executive offices) | | (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:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.10 | | VZ | | New York Stock Exchange |
| Common Stock, par value $0.10 | | VZ | | The Nasdaq Global Select Market |
| 0.875% Notes due 2025 | | VZ 25 | | New York Stock Exchange |
| 3.25% Notes due 2026 | | VZ 26 | | New York Stock Exchange |
| 1.375% Notes due 2026 | | VZ 26B | | New York Stock Exchange |
| 0.875% Notes due 2027 | | VZ 27E | | New York Stock Exchange |
| 1.375% Notes due 2028 | | VZ 28 | | New York Stock Exchange |
| 1.125% Notes due 2028 | | VZ 28A | | New York Stock Exchange |
| 2.350% Fixed Rate Notes due 2028 | | VZ 28C | | New York Stock Exchange |
| 1.875% Notes due 2029 | | VZ 29B | | New York Stock Exchange |
| 0.375% Notes due 2029 | | VZ 29D | | New York Stock Exchange |
| 1.250% Notes due 2030 | | VZ 30 | | New York Stock Exchange |
| 1.875% Notes due 2030 | | VZ 30A | | New York Stock Exchange |
| 4.250% Notes due 2030 | | VZ 30D | | New York Stock Exchange |
| 2.625% Notes due 2031 | | VZ 31 | | New York Stock Exchange |
| 2.500% Notes due 2031 | | VZ 31A | | New York Stock Exchange |
| 3.000% Fixed Rate Notes due 2031 | | VZ 31D | | New York Stock Exchange |
| 0.875% Notes due 2032 | | VZ 32 | | New York Stock Exchange |
| 0.750% Notes due 2032 | | VZ 32A | | New York Stock Exchange |
| 3.500% Notes due 2032 | | VZ 32B | | New York Stock Exchange |
| 1.300% Notes due 2033 | | VZ 33B | | New York Stock Exchange |
| 4.75% Notes due 2034 | | VZ 34 | | New York Stock Exchange |
| 4.750% Notes due 2034 | | VZ 34C | | New York Stock Exchange |
| 3.125% Notes due 2035 | | VZ 35 | | New York Stock Exchange |
| 1.125% Notes due 2035 | | VZ 35A | | New York Stock Exchange |
| 3.375% Notes due 2036 | | VZ 36A | | New York Stock Exchange |
| 3.750% Notes due 2036 | | VZ 36B | | New York Stock Exchange |
| 2.875% Notes due 2038 | | VZ 38B | | New York Stock Exchange |
| 1.875% Notes due 2038 | | VZ 38C | | New York Stock Exchange |
| 1.500% Notes due 2039 | | VZ 39C | | New York Stock Exchange |
| 3.50% Fixed Rate Notes due 2039 | | VZ 39D | | New York Stock Exchange |
| 1.850% Notes due 2040 | | VZ 40 | | New York Stock Exchange |
| 3.850% Fixed Rate Notes due 2041 | | VZ 41C | | 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 7.01. Regulation FD Disclosure
On October 22, 2024, Verizon Communications Inc. (“Verizon”) hosted a sell side analyst meeting where it shared a strategic broadband update and held a question and answer session with analysts.
Copies of the press release and the investor presentation related to this event, as well as reconciliations of non-GAAP financial measures, are attached as Exhibits 99.1, 99.2 and 99.3, and incorporated herein by reference.
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 press release and investor presentation 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.
Consolidated EBITDA
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure that we believe is useful to management, investors and other users of our financial information as it is a widely accepted financial measure 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.
Consolidated Adjusted EBITDA
Consolidated Adjusted EBITDA is a non-GAAP financial measure that we believe provides 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. We believe that Consolidated Adjusted EBITDA is 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 earnings and losses of unconsolidated businesses and other income and expense, net, and the following special items: severance charges, asset and business rationalization, business transformation costs and non-strategic business shutdown. Severance charges recorded during 2024 relate to separations under our voluntary separation program for select U.S.-based management employees as well as other headcount reduction initiatives. Asset and business rationalization recorded during 2024 predominately relates to the decision to cease use of certain real estate assets and exit non-strategic portions of certain businesses, as part of our continued transformation initiatives. Business transformation costs recorded during 2023 primarily relate to costs incurred in connection with strategic partnership initiatives in our managed network support services for certain Verizon Business customers. Non-strategic business shutdown relates to the shutdown of our BlueJeans business offering in 2023.
Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio
Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio 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. 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 target because we cannot, without unreasonable effort, predict the timeline for achieving the target or the special items that could arise in future periods.
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 or expected to be 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.
Item 9.01. Financial Statements and Exhibits
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| (d) Exhibits. | | |
| |
Exhibit Number | | Description |
| |
| | Press release, dated October 22, 2024, issued by Verizon Communications Inc. |
| | Investor presentation, dated October 22, 2024. |
| | Reconciliation of non-GAAP financial measures. |
| 104 | | 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 hereunto duly authorized.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Verizon Communications Inc. |
| | | | | | (Registrant) |
| | | | |
| Date: | | October 22, 2024 | | | | /s/ Mary-Lee Stillwell |
| | | | | | Mary-Lee Stillwell |
| | | | | | Senior Vice President and Controller |
Exhibit 99.1
News Release
| | | | | |
FOR IMMEDIATE RELEASE | Media contacts: |
| October 22, 2024 | Katie Magnotta |
| 201-602-9235 |
| [email protected] |
Verizon updates broadband strategy to bring more
choice, flexibility and value to millions
Key Takeaways:
●Verizon reaches fixed wireless access subscriber target 15 months ahead of schedule
●Customer demand for broadband solutions accelerates fixed wireless and fiber rollout
●Fixed wireless subscribers on path to double to 8-9 million by 2028
●Fiber network expected to expand to 35-40 million passings over time
NEW YORK, N.Y. - Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced an update to its broadband strategy, with new fixed wireless subscriber goals, household targets and broadband offerings to accelerate its premium broadband and mobility services to millions more customers nationwide. Verizon has more than 11.9 million total broadband connections as of the end of third-quarter 2024, up nearly 16 percent year over year. The update was given today at a sell side analyst event following the release of the company’s third-quarter 2024 results.
“This is a game changing moment for Verizon and for connectivity across the country,” said Hans Vestberg, Verizon Chairman and CEO. “Our ambitious targets for fixed wireless access, combined with our fiber expansion including the planned Frontier acquisition, will bring unmatched broadband coverage to millions more homes and businesses nationwide. We are creating an integrated connectivity experience that gives customers freedom in how they connect and use our services. This is about delivering the network of the future, and setting a new bar for the entire industry.”
Fixed Wireless subscribers on path to double by 2028
●At the end of third-quarter 2024, the company had nearly 4.2 million fixed wireless subscribers, representing an increase of nearly 57 percent year over year. The company hit its previous goal of 4-5 million subscribers 15 months earlier than expected due to the demand from consumer and business customers as they continue to trust the reliability of the product and speed and ease of deployment.
●Verizon is expecting 8-9 million fixed wireless subscribers, doubling its current base, by 2028 and accelerating coverage to 90 million households in the same time period.
●Verizon will commercially launch its advanced mmWave solution for apartment and office buildings to address high population areas. The technology leverages existing infrastructure making it less expensive to build and faster to deploy. Continued deployment of C-band and mmWave will provide the performance and capacity needed to meet these goals and deliver the best-in-class experience that customers expect from Verizon.
Fiber network expected to grow to 35-40 million passings
●Verizon will continue to look for opportunities to accelerate its ongoing Fios builds within the current footprint in nine states and Washington, D.C., giving more customers access to the industry-leading product. Verizon’s recent agreement to acquire Frontier, the largest pure-play fiber internet provider in the U.S., is expected to expand Verizon’s share of the nationwide broadband market, building upon Verizon’s two decades of leadership at the forefront of fiber.
●Upon closing, Frontier is expected to bring in approximately 9-10 million fiber passings.
●In 2025 Verizon is targeting an expansion of Fios builds to up to 650,000 passings annually. Following the closing of the Frontier acquisition, Verizon expects the combined build to be up to 1 million or more passings annually.
●Verizon is expecting more than 30 million fiber passings in the combined
Verizon/Frontier footprint by 2028. Over time, Verizon is expecting 35-40 million fiber passings. This will significantly expand Verizon's fiber footprint, accelerating the company’s delivery of premium mobility and broadband services to current and new customers.
●Frontier’s consumer fiber network can be immediately and seamlessly integrated upon closing directly into Verizon’s award-winning Fios network, meeting existing Fios standards.
Outlook and Guidance: Priorities remain unchanged
●The company will maintain its capital allocation priorities, characterized by prudent investment in the business, a commitment to maintaining an industry-leading dividend, continued debt reduction, and efficient return of cash to shareholders, with buybacks to be considered when net unsecured debt to adjusted EBITDA ratio* is at 2.25x.
●For 2025, the company expects capital expenditures of $17.5-$18.5 billion, consistent with historical levels of capital intensity.
●Revised net unsecured debt to adjusted EBITDA ratio* target of 2.0 to 2.25x.
*Non-GAAP financial measure. See www.verizon.com/about/investors for additional information about non-GAAP financial measures.
About Verizon
Verizon Communications Inc. (NYSE, Nasdaq: VZ) powers and empowers how its millions of customers live, work and play, delivering on their demand for mobility, reliable network connectivity and security. Headquartered in New York City, serving countries worldwide and nearly all of the Fortune 500, Verizon generated revenues of $134.0 billion in 2023. Verizon’s world-class team never stops innovating to meet customers where they are today and equip them for the needs of tomorrow. For more, visit verizon.com or find a retail location at verizon.com/stores.
Forward-Looking Statements
In this communication 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,” “assumes,” “believes,” “estimates,” “expects,” “forecasts,” “hopes,” “intends,” “plans,” “targets” 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 future results and could cause those results to differ materially from those expressed in the forward-looking statements: the effects of competition in the markets in which we operate, including the inability to successfully respond to competitive factors such as prices, promotional incentives and evolving consumer preferences; failure to take advantage of, or respond to competitors’ use 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, including inflation and changing interest rates in the markets in which we operate; cyber attacks impacting our networks or systems and any resulting financial or reputational impact; damage to our infrastructure or disruption of our operations from natural disasters, extreme weather conditions, acts of war, terrorist attacks or other hostile acts and any resulting financial or reputational impact; disruption of our key suppliers’ or vendors’ provisioning of products or services, including as a result of geopolitical factors or the potential impacts of global climate change; material adverse changes in labor matters and any resulting financial or operational impact; damage to our reputation or brands; the impact of public health crises on our operations, our employees and the ways in which our customers use our networks and other products and services; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses; allegations regarding the release of hazardous materials or pollutants into the environment from our, or our predecessors’, network assets and any related government investigations, regulatory developments, litigation, penalties and other liability, remediation and compliance costs, operational impacts or reputational damage; our high level of indebtedness; significant litigation and any resulting material expenses incurred in defending against lawsuits or paying awards or settlements; 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 regulations, or in their interpretation, or challenges to our tax positions, resulting in additional tax expense or liabilities; 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; and risks associated with mergers, acquisitions and other strategic transactions, including our ability to consummate the proposed acquisition of Frontier Communications Parent, Inc. and obtain cost savings, synergies and other anticipated benefits within the expected time period or at all.