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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)
 _______________________________________________________________________________  
Delaware1-860623-2259884
(State or other jurisdiction
of incorporation)
(Commission File Number)(I.R.S. Employer Identification No.)
1095 Avenue of the Americas10036
New York,New York
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (212395-1000
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.10VZNew York Stock Exchange
Common Stock, par value $0.10VZThe NASDAQ Global Select Market
1.625% Notes due 2024VZ24BNew York Stock Exchange
4.073% Notes due 2024VZ24CNew York Stock Exchange
0.875% Notes due 2025VZ25New York Stock Exchange
3.250% Notes due 2026VZ26New York Stock Exchange
1.375% Notes due 2026VZ26BNew York Stock Exchange
0.875% Notes due 2027VZ27ENew York Stock Exchange
1.375% Notes due 2028VZ28New York Stock Exchange
1.125% Notes due 2028VZ28ANew York Stock Exchange
2.350% Fixed Rate Notes due 2028VZ28CNew York Stock Exchange
1.875% Notes due 2029VZ29BNew York Stock Exchange
0.375% Notes due 2029VZ29DNew York Stock Exchange
1.250% Notes due 2030VZ30New York Stock Exchange
1.875% Notes due 2030VZ30ANew York Stock Exchange
2.625% Notes due 2031VZ31New York Stock Exchange
2.500% Notes due 2031VZ31ANew York Stock Exchange
3.000% Fixed Rate Notes due 2031VZ31DNew York Stock Exchange
0.875% Notes due 2032VZ32New York Stock Exchange
0.750% Notes due 2032VZ32ANew York Stock Exchange
1.300% Notes due 2033VZ33BNew York Stock Exchange
4.750% Notes due 2034VZ34New York Stock Exchange
3.125% Notes due 2035VZ35New York Stock Exchange
1.125% Notes due 2035VZ35ANew York Stock Exchange
3.375% Notes due 2036VZ36ANew York Stock Exchange
2.875% Notes due 2038VZ38BNew York Stock Exchange
1.875% Notes due 2038VZ38CNew York Stock Exchange
1.500% Notes due 2039VZ39CNew York Stock Exchange
3.500% Fixed Rate Notes due 2039VZ39DNew York Stock Exchange
1.850% Notes due 2040VZ40New York Stock Exchange
3.850% Fixed Rate Notes due 2041VZ41CNew 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
(d) Exhibits.  
Exhibit
Number
  Description
99
Press release and financial tables, dated January 25, 2022, issued by Verizon Communications Inc.
104Cover 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:January 25, 2022 /s/ Anthony T. Skiadas
       Anthony T. Skiadas
       Senior Vice President and Controller



EXHIBIT INDEX
Exhibit
Number
  Description
  Press release and financial tables, dated January 25, 2022, issued by Verizon Communications Inc.
104Cover Page Interactive Data File (formatted as inline XBRL).


Exhibit 99
vzlogoa58a.jpg


News Release


FOR IMMEDIATE RELEASE
Media contacts:
January 25, 2022Kim Ancin
908.559.3227
Eric Wilkens
908.559.3063


Verizon ends 2021 with
strong wireless service revenue and EPS growth


Company enters 2022 with significant 5G adoption
and fixed wireless broadband momentum;
Now covering more than 95 million people in the U.S. with 5G Ultra Wideband


2021 highlights
Consolidated:
Full-year 2021 earnings per share (EPS) of $5.32, compared with $4.30 in 2020; adjusted EPS*, excluding special items, of $5.39, compared with 2020 adjusted EPS* of $4.90, a 10.0 percent increase year over year.
Operating revenues of $133.6 billion in full-year 2021, up 4.1 percent year over year.

4Q 2021 highlights
Consolidated:
$1.11 in EPS, compared with $1.11 in fourth-quarter 2020; adjusted EPS*, excluding special items, of $1.31, compared with $1.21 in fourth-quarter 2020, an 8.3 percent increase year over year.
Operating revenue of $34.1 billion, down 1.8 percent from fourth-quarter 2020. Adjusting for the sale of Verizon Media on September 1, operating revenue grew 4.8 percent year over year.
Net income of $4.7 billion, an increase of 0.4 percent from fourth-quarter 2020, and adjusted EBITDA* of $11.8 billion, relatively flat compared to fourth-quarter 2020.




Total Wireless:
Total wireless service revenue of $17.8 billion, a 6.5 percent increase year over year, driven by a combination of higher ARPA (average revenue per account), volume growth and the contribution from the acquisition of TracFone Wireless, which was completed on November 23.
Total retail postpaid churn of 1.01 percent, and retail postpaid phone churn of 0.81 percent.
1,058,000 retail postpaid net additions, including 558,000 phone net additions, resulting in 142.8 million total retail connections.

Total Broadband:
106,000 total broadband net additions, defined as wireline (Fios and DSL) and fixed wireless, an increase of 30,000 total broadband net additions year over year.
78,000 fixed wireless net additions, an increase from 55,000 fixed wireless net additions in third-quarter 2021.
55,000 Fios Internet net additions in fourth-quarter 2021. In full-year 2021, Verizon reported 360,000 Fios Internet net additions, the best annual performance since 2014. Total Fios revenues were $3.2 billion in fourth-quarter 2021, an increase of 5.7 percent year over year. Full-year 2021 Fios revenues were approximately $12.7 billion, up 4.6 percent year over year.



NEW YORK - Verizon Communications Inc. (NYSE, Nasdaq: VZ) closed 2021 with another quarter of strong wireless service revenue growth and increased 5G phone adoption, as more than one in three Consumer wireless phone customers now have a 5G-capable device.
"2021 was a transformational year for Verizon that will serve as a catalyst for us," said Verizon Chairman and CEO Hans Vestberg. "We delivered on all of our goals in 2021 and made great progress on our five paths of growth, finishing the year with strong operating and financial momentum. As we move into 2022, we have the necessary assets to realize our strategy that we laid out in 2019. We are laser focused on executing our 5G strategy and providing value to our customers, shareholders, employees, and society, as 2022 will be the most exciting year yet for Verizon."
For fourth-quarter 2021, Verizon reported EPS of $1.11, compared with $1.11 in fourth-quarter 2020. On an adjusted basis*, fourth-quarter 2021 EPS, excluding special items, was $1.31, compared with adjusted EPS* of $1.21 in fourth-quarter 2020, an 8.3 percent increase year over year.
Fourth-quarter 2021 EPS included a net pre-tax loss from special items of approximately $1.2 billion. This included a charge of $2.4 billion for the early extinguishment of debt, a $106 million charge related to severance, a $1.2 billion credit pertaining to annual mark-to-market for pension and OPEB (other post-employment benefits) liabilities, and a net gain of $131 million primarily related to the disposition of an investment. Fourth-quarter 2021 results also included the revenue associated with the acquisition of TracFone, as the deal was completed on November 23. The revenue associated with
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TracFone in 2021 was approximately $700 million higher than the revenue from TracFone in fourth-quarter 2020.
For full-year 2021, Verizon reported $5.32 in EPS, compared with $4.30 in full-year 2020. On an adjusted basis*, excluding special items, 2021 EPS was $5.39, compared with 2020 EPS of $4.90, a 10.0 percent increase year over year.
“Verizon delivered another strong earnings performance this quarter,” said Verizon Chief Financial Officer Matt Ellis. "Our financial discipline enabled us to deliver attractive service revenue growth and profitability this quarter as we expanded our portfolio with the TracFone acquisition and saw strong demand for our products and services. In 2021 we delivered on raised adjusted EPS* expectations, grew revenue, achieved our $10 billion cost savings goal, and funded our C-Band spectrum investment."
Consolidated results
Total consolidated operating revenues in fourth-quarter 2021 were $34.1 billion, down 1.8 percent from fourth-quarter 2020. Adjusting for the sale of Verizon Media on September 1, operating revenue grew 4.8 percent year over year. Strong wireless service revenue growth and wireless equipment revenue were offset by continued declines in legacy wireline products. Full-year 2021 consolidated operating revenues were $133.6 billion, up 4.1 percent year over year.
Cash flow from operations totaled $39.5 billion in 2021, a decrease from $41.8 billion year over year. Continued strong performance in the business was offset by higher working capital from device payments receivables, and higher cash taxes.
Full-year 2021 capital expenditures were $20.3 billion. Capital expenditures continue to support the growth in traffic on the company's 4G LTE network as the company initiates the first phase of C-Band deployment covering more than 95 million people in the U.S. Capital expenditures related to C-Band were approximately $2.1 billion in 2021.
The company ended 2021 with free cash flow* of $19.3 billion, a decrease from $23.6 billion at year-end 2020.
Verizon's unsecured debt as of the end of fourth-quarter 2021 increased by $18.2 billion year over year to $136.7 billion, but improved by $4.9 billion sequentially from the end of third-quarter 2021. The company's net unsecured debt* balance increased year over year by $37.5 billion to $133.7 billion at the end of fourth-quarter 2021, but decreased by $3.7 billion from the end of first-quarter 2021, with its net unsecured debt to adjusted EBITDA ratio* at approximately 2.8 times at the end of fourth-quarter 2021.
Consumer results
Consumer saw strong demand in fourth-quarter 2021 for its higher-tier premium mobility and broadband offerings. Strong wireless service revenue momentum, healthy profitability and significant Fios revenue growth highlighted the quarter. Consumer continued to expand its leadership in 5G adoption, ending 2021 with more than one in three wireless phone customers having 5G-capable devices.
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Total Verizon Consumer revenues were $25.7 billion in fourth-quarter 2021, an increase of 7.4 percent year over year. This included the net revenue change from TracFone of approximately $700 million, including approximately $500 million of incremental service revenue year over year. For full-year 2021, total Verizon Consumer revenues were $95.3 billion, an increase of 7.6 percent from full-year 2020.
Consumer wireless service revenues were $14.6 billion in fourth-quarter 2021, a 7.7 percent increase year over year, reflecting ongoing step-ups to unlimited and premium unlimited plans, and the contribution from TracFone. For full-year 2021, total Consumer wireless service revenues were $56.1 billion, an increase of 4.7 percent from full-year 2020.
Consumer wireless retail postpaid churn was 0.94 percent in fourth-quarter 2021, and wireless retail postpaid phone churn was 0.77 percent.
In fourth-quarter 2021, Consumer reported 667,000 wireless retail postpaid net additions. This consisted of 336,000 phone net additions and 369,000 other connected device net additions, offset by 38,000 tablet net losses. Consumer also reported 85,000 wireless prepaid net losses, which included TracFone results since November 23.
Consumer reported 51,000 Fios Internet net additions in fourth-quarter 2021, and 339,000 Fios Internet net additions in full-year 2021. Consumer Fios revenues were $2.9 billion in fourth-quarter 2021, an increase of 5.6 percent year over year. Consumer reported 69,000 Fios Video net losses in fourth-quarter 2021.
In fourth-quarter 2021, Consumer segment operating income was $7.3 billion, an increase of 3.9 percent year over year, and segment operating income margin was 28.6 percent, a decrease from 29.6 percent in fourth-quarter 2020. Full-year 2021 segment operating income margin was 31.4 percent, a decrease from 32.6 percent in full-year 2020. Segment EBITDA* totaled $10.3 billion in fourth-quarter 2021, an increase of 4.1 percent from fourth-quarter 2020, driven by service revenue growth. Segment EBITDA margin* was 40.3 percent in fourth-quarter 2021, a decrease from 41.5 percent in fourth-quarter 2020, due to higher equipment revenues associated with increased volumes. For the full year, segment EBITDA margin* was 43.7 percent in 2021, a decrease from 45.5 percent in 2020.
Business results
Business exited 2021 with strong momentum in business activity and demand for wireless products. Fourth-quarter 2021 was highlighted by strong phone gross additions in Small and Medium Business and the fourth consecutive quarter of wireless service revenue growth for Global Enterprise.
Total Verizon Business revenues were $7.8 billion in fourth-quarter 2021, down 3.0 percent year over year. Wireless revenue growth continues to offset ongoing legacy wireline declines. For full-year 2021, total Verizon Business revenues were $31.0 billion, an increase of 0.3 percent from full-year 2020.
Business wireless service revenues were $3.1 billion in fourth-quarter 2021, a 1.5 percent increase year over year. Full-year 2021 Business wireless service revenues were $12.4 billion, an increase of 4.8 percent from full-year 2020.
Business wireless retail postpaid churn was 1.26 percent in fourth-quarter 2021, and wireless retail postpaid phone churn was 1.01 percent.
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Business reported 391,000 wireless retail postpaid net additions in fourth-quarter 2021, including 222,000 phone net additions. This was the best quarterly phone net addition performance for Business since the onset of the pandemic.
In fourth-quarter 2021, Business segment operating income was $796 million, a decrease of 16.2 percent year over year, and segment operating income margin was 10.2 percent, a decrease from 11.8 percent in fourth-quarter 2020. Full-year 2021 segment operating income margin was 11.1 percent, compared with 12.2 percent in full-year 2020. Segment EBITDA* totaled $1.8 billion in fourth-quarter 2021, a decrease of 7.4 percent from fourth-quarter 2020. Segment EBITDA margin* was 23.5 percent, a decrease from 24.6 percent in fourth-quarter 2020, driven by pressure in legacy wireline products. For the full year, segment EBITDA margin* was 24.2 percent in 2021, a decrease from 25.4 percent in 2020.
Outlook and guidance
For 2022, Verizon expects the following:
Organic service and other revenue growth of around 3 percent. On a reported basis, which includes the net impact of the sale of Verizon Media and the company's ownership of TracFone, service and other revenue growth is expected to be in a range of 1.0 percent and 1.5 percent.
Reported wireless service revenue growth in the range of 9 percent to 10 percent. Excluding the impact of the TracFone acquisition, wireless service revenue is expected to grow at least 3 percent.
Adjusted EBITDA* growth in the range of 2 percent to 3 percent.
Adjusted EPS* of $5.40 to $5.55. The company expects adjusted EBITDA* growth in 2022 to be offset by headwinds from non-cash items. Beginning in 2022, the company's adjusted EPS* will exclude amortization of acquisition-related intangible assets. In 2021, the intangible amortization negatively impacted adjusted EPS* by approximately 11 cents. In 2022, the company anticipates the impact to be approximately 17 cents to 19 cents.
Adjusted effective income tax rate* in the range of 23 percent to 25 percent.
Capital spending, excluding C-Band, in the range of $16.5 billion to $17.5 billion, a decrease from $18.2 billion in 2021, as the company has started its progress towards lower capital intensity. Additional expenditures related to the deployment of the company's C-Band 5G network are expected to be in the range of $5 billion to $6 billion as the company continues to build out the initial markets and begins preparations for deploying Phase 2 spectrum.

*Non-GAAP financial measure. See the accompanying schedules and www.verizon.com/about/investors for reconciliations to generally accepted accounting principles (GAAP) for non-GAAP financial measures cited in this document.

Verizon Communications Inc. (NYSE, Nasdaq: VZ) was formed on June 30, 2000 and is one of the world’s leading providers of technology and communications services. Headquartered in New York City and with a presence around the world, Verizon generated revenues of $133.6 billion in 2021. The company offers data, video and voice services and solutions on its award-winning networks and platforms, delivering on customers’ demand for mobility, reliable network connectivity, security and control.

####

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VERIZON’S ONLINE MEDIA CENTER: News releases, stories, media contacts and other resources are available at verizon.com/news. News releases are also available through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/.

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,” “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 future 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; damage to our infrastructure or disruption of our operations from natural disasters, extreme weather conditions or terrorist attacks and any resulting financial or reputational impact; the impact of public health crises, including 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 geopolitical factors, the COVID-19 pandemic or the potential impacts of global climate change; 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; 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 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.
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Verizon Communications Inc.


Condensed Consolidated Statements of Income
(dollars in millions, except per share amounts)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Operating Revenues
Service revenues and other$26,740 $28,268 (5.4)$110,449 $109,872 0.5
Wireless equipment revenues7,327 6,424 14.123,164 18,420 25.8
Total Operating Revenues34,067 34,692 (1.8)133,613 128,292 4.1
Operating Expenses
Cost of services7,035 8,053 (12.6)31,234 31,401 (0.5)
Cost of wireless equipment7,961 6,769 17.625,067 19,800 26.6
Selling, general and administrative expense7,412 8,493 (12.7)28,658 31,573 (9.2)
Depreciation and amortization expense4,051 4,197 (3.5)16,206 16,720 (3.1)
Total Operating Expenses26,459 27,512 (3.8)101,165 99,494 1.7
Operating Income7,608 7,180 6.032,448 28,798 12.7
Equity in earnings (losses) of unconsolidated businesses135 (11)*145 (45)*
Other income (expense), net(860)164 *312 (539)*
Interest expense(739)(1,080)(31.6)(3,485)(4,247)(17.9)
Income Before Provision For Income Taxes6,144 6,253 (1.7)29,420 23,967 22.8
Provision for income taxes(1,407)(1,535)(8.3)(6,802)(5,619)21.1
Net Income$4,737 $4,718 0.4$22,618 $18,348 23.3
Net income attributable to noncontrolling interests$124 $130 (4.6)$553 $547 1.1
Net income attributable to Verizon4,613 4,588 0.522,065 17,801 24.0
Net Income$4,737 $4,718 0.4$22,618 $18,348 23.3
Basic Earnings Per Common Share
Net income attributable to Verizon$1.11 $1.11 $5.32 $4.30 23.7
Weighted-average shares outstanding (in millions)4,167 4,140 4,148 4,140 
Diluted Earnings Per Common Share (1)
Net income attributable to Verizon$1.11 $1.11 $5.32 $4.30 23.7
Weighted-average shares outstanding (in millions)4,169 4,143 4,150 4,142 
Footnotes:
 
(1)Diluted Earnings per Common Share includes the dilutive effect of shares issuable under our stock-based compensation plans, which represents the only potential dilution.
*Not meaningful


Verizon Communications Inc.


Condensed Consolidated Balance Sheets

(dollars in millions)
Unaudited12/31/2112/31/20$ Change
Assets
Current assets
Cash and cash equivalents$2,921 $22,171 $(19,250)
Accounts receivable24,742 25,169 (427)
Less Allowance for credit losses896 1,252 (356)
Accounts receivable, net23,846 23,917 (71)
Inventories3,055 1,796 1,259 
Prepaid expenses and other6,906 6,710 196 
Total current assets36,728 54,594 (17,866)
Property, plant and equipment289,897 279,737 10,160 
Less Accumulated depreciation190,201 184,904 5,297 
Property, plant and equipment, net99,696 94,833 4,863 
Investments in unconsolidated businesses1,061 589 472 
Wireless licenses147,619 96,097 51,522 
Deposits for wireless licenses— 2,772 (2,772)
Goodwill28,603 24,773 3,830 
Other intangible assets, net11,677 9,413 2,264 
Operating lease right-of-use assets27,883 22,531 5,352 
Other assets13,329 10,879 2,450 
Total assets$366,596 $316,481 $50,115 
Liabilities and Equity
Current liabilities
Debt maturing within one year$7,443 $5,889 $1,554 
Accounts payable and accrued liabilities24,833 20,658 4,175 
Current operating lease liabilities3,859 3,485 374 
Other current liabilities11,025 9,628 1,397 
Total current liabilities47,160 39,660 7,500 
Long-term debt143,425 123,173 20,252 
Employee benefit obligations15,410 18,657 (3,247)
Deferred income taxes40,685 35,711 4,974 
Non-current operating lease liabilities23,203 18,000 5,203 
Other liabilities13,513 12,008 1,505 
Total long-term liabilities236,236 207,549 28,687 
Equity
Common stock429 429 — 
Additional paid in capital13,861 13,404 457 
Retained earnings71,993 60,464 11,529 
Accumulated other comprehensive loss(927)(71)(856)
Common stock in treasury, at cost(4,104)(6,719)2,615 
Deferred compensation – employee stock ownership plans and other538 335 203 
Noncontrolling interests1,410 1,430 (20)
Total equity83,200 69,272 13,928 
Total liabilities and equity$366,596 $316,481 $50,115 
Footnotes:

Certain amounts have been reclassified to conform to the current period presentation.





Verizon Communications Inc.


Consolidated - Selected Financial and Operating Statistics

(dollars in millions, except per share amounts)
Unaudited12/31/2112/31/20
Total debt$150,868 $129,062 
Net unsecured debt$133,745 $96,287 
Net unsecured debt / Consolidated Adjusted EBITDA(1)
2.8x2.0x
Common shares outstanding end of period (in millions)4,198 4,138 
Total employees (‘000)118.4 132.2 
Quarterly cash dividends declared per common share$0.6400 $0.6275 
Footnotes: 

(1)Consolidated adjusted EBITDA excludes the effects of non-operational items and special items.


Verizon Communications Inc.


Condensed Consolidated Statements of Cash Flows
(dollars in millions)
Unaudited12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20$ Change
Cash Flows from Operating Activities
Net Income$22,618 $18,348 $4,270 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense16,206 16,720 (514)
Employee retirement benefits(3,391)840 (4,231)
Deferred income taxes4,264 1,553 2,711 
Provision for expected credit losses789 1,380 (591)
Equity in losses of unconsolidated businesses, net of dividends received36 91 (55)
Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses
(890)56 (946)
Other, net(93)2,780 (2,873)
Net cash provided by operating activities39,539 41,768 (2,229)
Cash Flows from Investing Activities
Capital expenditures (including capitalized software)(20,286)(18,192)(2,094)
Acquisitions of businesses, net of cash acquired(4,065)(520)(3,545)
Acquisitions of wireless licenses(47,596)(3,896)(43,700)
Proceeds from disposition of business4,122 — 4,122 
Other, net672 (904)1,576 
Net cash used in investing activities(67,153)(23,512)(43,641)
Cash Flows from Financing Activities
Proceeds from long-term borrowings33,034 25,822 7,212 
Proceeds from asset-backed long-term borrowings8,383 5,635 2,748 
Repayments of long-term borrowings and finance lease obligations(14,063)(9,775)(4,288)
Repayments of asset-backed long-term borrowings(4,800)(7,413)2,613 
Dividends paid(10,445)(10,232)(213)
Other, net(3,832)(2,712)(1,120)
Net cash provided by financing activities8,277 1,325 6,952 
Increase (decrease) in cash, cash equivalents and restricted cash(19,337)19,581 (38,918)
Cash, cash equivalents and restricted cash, beginning of period23,498 3,917 19,581 
Cash, cash equivalents and restricted cash, end of period$4,161 $23,498 $(19,337)
Footnotes:

Certain amounts have been reclassified to conform to the current period presentation.


Verizon Communications Inc.


Consumer - Selected Financial Results
(dollars in millions)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Operating Revenues
Service$17,564 $16,388 7.2$67,733 $64,884 4.4
Wireless equipment6,320 5,503 14.819,781 15,492 27.7
Other1,813 2,028 (10.6)7,786 8,157 (4.5)
Total Operating Revenues25,697 23,919 7.495,300 88,533 7.6
Operating Expenses
Cost of services4,251 3,824 11.216,581 15,610 6.2
Cost of wireless equipment6,666 5,575 19.620,523 15,736 30.4
Selling, general and administrative expense4,431 4,583 (3.3)16,562 16,936 (2.2)
Depreciation and amortization expense3,000 2,864 4.711,679 11,395 2.5
Total Operating Expenses18,348 16,846 8.965,345 59,677 9.5
Operating Income$7,349 $7,073 3.9$29,955 $28,856 3.8
Operating Income Margin28.6 %29.6 %31.4 %32.6 %
Segment EBITDA$10,349 $9,937 4.1$41,634 $40,251 3.4
Segment EBITDA Margin40.3 %41.5 %43.7 %45.5 %
Footnotes:
The segment financial results and metrics above are adjusted to exclude the effects of special items, as the Company’s chief operating decision maker excludes these items in assessing segment performance.
Certain intersegment transactions with corporate entities have not been eliminated.
 


Verizon Communications Inc.


Consumer - Selected Operating Statistics
Unaudited12/31/2112/31/20% Change
Connections (‘000):
Wireless retail postpaid connections91,543 90,346 1.3
Wireless retail prepaid connections23,852 4,027 *
Total wireless retail connections115,395 94,373 22.3
Fios video connections3,573 3,854 (7.3)
Fios internet connections6,541 6,202 5.5
Fios digital voice residence connections3,026 3,306 (8.5)
Fios digital connections13,140 13,362 (1.7)
Wireline broadband connections 6,888 6,647 3.6
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Gross Additions (‘000):
Wireless retail postpaid 3,234 2,945 9.810,834 9,396 15.3
Net Additions Detail (‘000) :
Wireless retail postpaid (1)
667 357 86.81,114 40 *
Wireless retail prepaid (1)
(85)(50)(70.0)(52)(45)(15.6)
Total wireless retail (1)
582 307 89.61,062 (5)*
Wireless retail postpaid phones (1)
336 163 *575 95 *
Fios video (69)(72)4.2(281)(298)5.7
Fios internet51 92 (44.6)339 300 13.0
Fios digital voice residence(68)(78)12.8(280)(314)10.8
Fios digital(86)(58)(48.3)(222)(312)28.8
Wireline broadband (1)
30 66 (54.5)241 197 22.3
Churn Rate:
Wireless retail postpaid0.94 %0.96 %0.89 %0.87 %
Wireless retail postpaid phones0.77 %0.76 %0.71 %0.67 %
Wireless retail1.34 %1.12 %1.10 %1.03 %
Revenue Statistics (in millions):
Wireless service revenue$14,643 $13,600 7.7$56,103 $53,605 4.7
Fios revenues$2,910 $2,756 5.6$11,558 $11,082 4.3


Verizon Communications Inc.


Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Other Wireless Statistics:
Wireless retail postpaid ARPA (2)
$124.06 $120.20 3.2$122.30 $118.40 3.3
Wireless retail postpaid upgrade rate
6.3 %6.0 %
Wireless retail postpaid accounts (‘000) (3)
33,651 33,659 
Wireless retail postpaid connections per account (3)
2.72 2.68 1.5
Total wireless internet postpaid base (3)
16.4 %16.0 %
Footnotes:

(1) Connection net additions include certain adjustments.

(2) Wireless retail postpaid ARPA - average service revenue per account from retail postpaid accounts.

(3) Statistics presented as of end of period.

Certain intersegment transactions with corporate entities have not been eliminated.

* Not meaningful



Verizon Communications Inc.


Business - Selected Financial Results
(dollars in millions)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Operating Revenues
Small and Medium Business$3,112 $2,985 4.3$11,774 $11,132 5.8
Global Enterprise2,530 2,595 (2.5)10,224 10,410 (1.8)
Public Sector and Other1,517 1,726 (12.1)6,324 6,362 (0.6)
Wholesale651 744 (12.5)2,720 3,058 (11.1)
Total Operating Revenues7,810 8,050 (3.0)31,042 30,962 0.3
Operating Expenses
Cost of services2,587 2,690 (3.8)10,653 10,659 (0.1)
Cost of wireless equipment1,296 1,194 8.54,544 4,064 11.8
Selling, general and administrative expense2,093 2,185 (4.2)8,324 8,380 (0.7)
Depreciation and amortization expense1,038 1,031 0.74,084 4,086 
Total Operating Expenses7,014 7,100 (1.2)27,605 27,189 1.5
Operating Income$796 $950 (16.2)$3,437 $3,773 (8.9)
Operating Income Margin10.2 %11.8 %11.1 %12.2 %
Segment EBITDA$1,834 $1,981 (7.4)$7,521 $7,859 (4.3)
Segment EBITDA Margin23.5 %24.6 %24.2 %25.4 %
Footnotes:
The segment financial results and metrics above are adjusted to exclude the effects of special items, as the Company’s chief operating decision maker excludes these items in assessing segment performance.
Certain intersegment transactions with corporate entities have not been eliminated.


Verizon Communications Inc.


Business - Selected Operating Statistics
Unaudited12/31/2112/31/20%
Change
Connections (‘000):
Wireless retail postpaid connections27,411 26,507 3.4
Fios video connections71 73 (2.7)
Fios internet connections356 335 6.3
Fios digital connections427 408 4.7
Wireline broadband connections477 482 (1.0)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Gross Additions (‘000):
Wireless retail postpaid1,417 1,285 10.35,092 5,242 (2.9)
Net Additions Detail (‘000):
Wireless retail postpaid (1)
391 346 13.01,001 1,518 (34.1)
Wireless retail postpaid phones (1)
222 116 91.4509 572 (11.0)
Fios video(1)(1)(2)(4)50.0
Fios internet33.321 *
Fios digital 50.019 *
Wireline broadband (1)
(2)(6)66.7(5)(24)79.2
Churn Rate:
Wireless retail postpaid1.26 %1.19 %1.27 %1.20 %
Wireless retail postpaid phones1.01 %0.98 %1.03 %0.96 %
Revenue Statistics (in millions):
Wireless service revenue$3,119 $3,073 1.5$12,366 $11,805 4.8
Fios revenues$292 $272 7.4$1,136 $1,057 7.5
Other Operating Statistics:
Wireless retail postpaid upgrade rate3.4 %4.0 %
Total wireless internet postpaid base (2)
34.6 %34.5 %
Footnotes:

(1) Connection net additions include certain adjustments.
(2) Statistics presented as of end of period.
Certain intersegment transactions with corporate entities have not been eliminated.
*Not meaningful



Verizon Communications Inc.


Supplemental Information - Total Wireless Operating and Financial Statistics

The following supplemental schedule contains certain financial and operating metrics which reflect an aggregation of our Consumer and Business segments’ wireless results.
Unaudited12/31/2112/31/20% Change
Connections (‘000)
Retail postpaid118,954 116,853 1.8
Retail prepaid23,852 4,027 *
Total retail142,806 120,880 18.1
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20%
Change
12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20%
Change
Net Additions Detail (‘000) (1)
Retail postpaid phone558 279 100.01,084 667 62.5
Retail postpaid1,058 703 50.52,115 1,558 35.8
Retail prepaid(85)(50)(70.0)(52)(45)(15.6)
Total retail973 653 49.02,063 1,513 36.4
Account Statistics
Retail postpaid accounts (‘000) (2)
35,332 35,244 0.2
Retail postpaid connections per account (2)
3.37 3.32 1.5
Retail postpaid ARPA (3)
$144.88 $141.17 2.6$143.18 $138.80 3.2
Churn Detail
Retail postpaid phone0.81 %0.80 %0.77 %0.72 %
Retail postpaid1.01 %1.01 %0.98 %0.94 %
Retail1.32 %1.14 %1.14 %1.07 %
Retail Postpaid Connection Statistics
Total internet postpaid base (2)
20.6 %20.2 %
Upgrade rate5.7 %5.6 %
Revenue Statistics (in millions) (4)
Wireless service$17,762 $16,673 6.5$68,469 $65,410 4.7
Wireless equipment7,327 6,424 14.123,164 18,420 25.8
Wireless other1,840 2,029 (9.3)7,855 8,243 (4.7)
Total Wireless$26,929 $25,126 7.2$99,488 $92,073 8.1
Footnotes:

(1) Connection net additions include certain adjustments.
(2) Statistics presented as of end of period.
(3) Wireless retail postpaid ARPA - average service revenue per account from retail postpaid accounts.
(4) Intersegment transactions between Consumer or Business segment with corporate entities have not been eliminated.


Verizon Communications Inc.


Non-GAAP Reconciliations - Consolidated Verizon
Consolidated EBITDA and Consolidated Adjusted EBITDA
(dollars in millions)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 9/30/213 Mos. Ended 6/30/213 Mos. Ended 3/31/213 Mos. Ended 12/31/203 Mos. Ended 9/30/203 Mos. Ended 6/30/203 Mos. Ended 3/31/20
Consolidated Net Income$4,737 $6,554 $5,949 $5,378 $4,718 $4,504 $4,839 $4,287 
  Add:
Provision for income taxes1,407 1,820 1,875 1,700 1,535 1,347 1,348 1,389 
Interest expense (1)
739 801 844 1,101 1,080 1,044 1,089 1,034 
Depreciation and amortization expense4,051 3,961 4,020 4,174 4,197 4,192 4,181 4,150 
Consolidated EBITDA$10,934 $13,136 $12,688 $12,353 $11,530 $11,087 $11,457 $10,860 
  Add/(subtract):
Other (income) expense, net (2)
$860 $(269)$(502)$(401)$(164)$774 $72 $(143)
Equity in losses (earnings) of unconsolidated businesses (3)
(135)(1)(1)(8)11 13 12 
Severance charges106 103 — — 221 — — — 
Loss on spectrum licenses— — — 223 — — — 1,195 
Net (gain) loss from dispositions of businesses— (706)— — 126 — — — 
831 (873)(503)(186)194 783 85 1,064 
Consolidated Adjusted EBITDA$11,765 $12,263 $12,185 $12,167 $11,724 $11,870 $11,542 $11,924 

(1)    Includes Net early debt redemption costs, where applicable.
(2)    Includes Pension and benefits mark-to-market adjustments and Net early debt redemption costs, where applicable.
(3)    Includes Net gain from disposition of assets, where applicable.    
Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio
(dollars in millions)
Unaudited12/31/213/31/2112/31/20
Debt maturing within one year$7,443 $8,802 $5,889 
Long-term debt143,425 149,700 123,173 
Total Debt150,868 158,502 129,062 
Less Secured debt14,202 10,876 10,604 
Unsecured Debt136,666 147,626 118,458 
Less Cash and cash equivalents2,921 10,205 22,171 
Net Unsecured Debt
$133,745 $137,421 $96,287 
Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio2.8x2.0x
Unsecured Debt - Year over year change$18,208 
Net Unsecured Debt - Year over year change$37,458 
Net Unsecured Debt - 3/31/21 to 12/31/21 change$(3,676)



Verizon Communications Inc.


Adjusted Earnings per Common Share (Adjusted EPS)
(dollars in millions, except per share amounts)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/20
Pre-taxTaxAfter-Tax Pre-taxTaxAfter-Tax 
EPS$1.11 $1.11 
Net severance, pension and benefits (credits) charges$(1,103)$268 $(835)(0.20)$404 $(87)$317 0.08 
Net (gain) loss from dispositions of assets and businesses(131)30 (101)(0.02)119 121 0.03 
Net early debt redemption costs2,409 (629)1,780 0.43 — — — — 
$1,175 $(331)$844 $0.20 $523 $(85)$438 $0.11 
Adjusted EPS$1.31 $1.21 
Year over year change %8.3 %
Note: Adjusted EPS may not add due to rounding.

(dollars in millions, except per share amounts)
Unaudited12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20
Pre-taxTaxAfter-Tax Pre-taxTaxAfter-Tax 
EPS$5.32 $4.30 
Net severance, pension and benefits (credits) charges$(2,170)$539 $(1,631)(0.39)$1,831 $(451)$1,380 0.33 
Net (gain) loss from dispositions of assets and businesses(837)— (837)(0.20)119 121 0.03 
Net early debt redemption costs3,541 (917)2,624 0.63 102 (26)76 0.02 
Loss on spectrum licenses223 (56)167 0.04 1,195 (281)914 0.22 
$757 $(434)$323 $0.08 $3,247 $(756)$2,491 $0.60 
Adjusted EPS$5.39 $4.90 
Year over year change %10.0 %
Note: Adjusted EPS may not add due to rounding.


Free Cash Flow
(dollars in millions)
Unaudited12 Mos. Ended 12/31/2112 Mos. Ended 12/31/20
Net Cash Provided by Operating Activities$39,539 $41,768 
Capital expenditures (including capitalized software)(20,286)(18,192)
Free Cash Flow$19,253 $23,576 


Verizon Communications Inc.
Non-GAAP Reconciliations - Segments
Segment EBITDA and Segment EBITDA Margin
Consumer
(dollars in millions)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/2012 Mos. Ended 12/31/2112 Mos. Ended 12/31/20
Operating Income$7,349 $7,073 $29,955 $28,856 
Add Depreciation and amortization expense3,000 2,864 11,679 11,395 
Segment EBITDA$10,349 $9,937 $41,634 $40,251 
Year over year change %4.1 %3.4 %
Total operating revenues$25,697 $23,919 $95,300 $88,533 
Operating Income Margin28.6 %29.6 %31.4 %32.6 %
Segment EBITDA Margin40.3 %41.5 %43.7 %45.5 %
Business
(dollars in millions)
Unaudited3 Mos. Ended 12/31/213 Mos. Ended 12/31/2012 Mos. Ended 12/31/2112 Mos. Ended 12/31/20
Operating Income$796 $950 $3,437 $3,773 
Add Depreciation and amortization expense1,038 1,031 4,084 4,086 
Segment EBITDA$1,834 $1,981 $7,521 $7,859 
Year over year change %(7.4)%(4.3)%
Total operating revenues$7,810 $8,050 $31,042 $30,962 
Operating Income Margin10.2 %11.8 %11.1 %12.2 %
Segment EBITDA Margin23.5 %24.6 %24.2 %25.4 %