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    Verizon Communications Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    4/22/25 6:55:45 AM ET
    $VZ
    Telecommunications Equipment
    Public Utilities
    Get the next $VZ alert in real time by email
    vz-20250422
    4/22/20250000732712false00007327122025-04-222025-04-220000732712exch:XNYMus-gaap:CommonStockMember2025-04-222025-04-220000732712exch:XNGSus-gaap:CommonStockMember2025-04-222025-04-220000732712vz:A3.250NotesDue2026Member2025-04-222025-04-220000732712vz:A1.375NotesDue2026Member2025-04-222025-04-220000732712vz:A0.875NotesDue2027Member2025-04-222025-04-220000732712vz:A1.375NotesDue2028Member2025-04-222025-04-220000732712vz:A1125NotesDue2028Member2025-04-222025-04-220000732712vz:A2350FixedRateNotesDue2028Member2025-04-222025-04-220000732712vz:A1.875NotesDue2029Member2025-04-222025-04-220000732712vz:A0375NotesDue2029Member2025-04-222025-04-220000732712vz:A1.250NotesDue2030Member2025-04-222025-04-220000732712vz:A1.875NotesDue2030Member2025-04-222025-04-220000732712vz:NotesDue20304250Member2025-04-222025-04-220000732712vz:A2.625NotesDue2031Member2025-04-222025-04-220000732712vz:A2.500NotesDue2031Member2025-04-222025-04-220000732712vz:A3000FixedRateNotesDue2031Member2025-04-222025-04-220000732712vz:A0.875NotesDue2032Member2025-04-222025-04-220000732712vz:A0750NotesDue2032Member2025-04-222025-04-220000732712vz:A3.500NotesDue2032Member2025-04-222025-04-220000732712vz:A1300NotesDue2033Member2025-04-222025-04-220000732712vz:NotesDue2034475Member2025-04-222025-04-220000732712vz:A4.750NotesDue2034Member2025-04-222025-04-220000732712vz:A3.125NotesDue2035Member2025-04-222025-04-220000732712vz:A1125NotesDue2035Member2025-04-222025-04-220000732712vz:A3.375NotesDue2036Member2025-04-222025-04-220000732712vz:A3.750NotesDue2036Member2025-04-222025-04-220000732712vz:A2.875NotesDue2038Member2025-04-222025-04-220000732712vz:A1875NotesDue2038Member2025-04-222025-04-220000732712vz:A1.500NotesDue2039Member2025-04-222025-04-220000732712vz:A3.500FixedRateNotesDue2039Member2025-04-222025-04-220000732712vz:A1850NotesDue2040Member2025-04-222025-04-220000732712vz:A3850FixedRateNotesDue2041Member2025-04-222025-04-22

    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: April 22, 2025
    (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: (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 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
    3.25% Notes due 2026VZ 26New York Stock Exchange
    1.375% Notes due 2026VZ 26BNew York Stock Exchange
    0.875% Notes due 2027VZ 27ENew York Stock Exchange
    1.375% Notes due 2028VZ 28New York Stock Exchange
    1.125% Notes due 2028VZ 28ANew York Stock Exchange
    2.350% Fixed Rate Notes due 2028VZ 28CNew York Stock Exchange
    1.875% Notes due 2029VZ 29BNew York Stock Exchange
    0.375% Notes due 2029VZ 29DNew York Stock Exchange
    1.250% Notes due 2030VZ 30New York Stock Exchange
    1.875% Notes due 2030VZ 30ANew York Stock Exchange
    4.250% Notes due 2030VZ 30DNew York Stock Exchange
    2.625% Notes due 2031VZ 31New York Stock Exchange
    2.500% Notes due 2031VZ 31ANew York Stock Exchange
    3.000% Fixed Rate Notes due 2031VZ 31DNew York Stock Exchange
    0.875% Notes due 2032VZ 32New York Stock Exchange
    0.750% Notes due 2032VZ 32ANew York Stock Exchange
    3.500% Notes due 2032VZ 32BNew York Stock Exchange
    1.300% Notes due 2033VZ 33BNew York Stock Exchange
    4.75% Notes due 2034VZ 34New York Stock Exchange
    4.750% Notes due 2034VZ 34CNew York Stock Exchange
    3.125% Notes due 2035VZ 35New York Stock Exchange
    1.125% Notes due 2035VZ 35ANew York Stock Exchange
    3.375% Notes due 2036VZ 36ANew York Stock Exchange
    3.750% Notes due 2036VZ 36BNew York Stock Exchange
    2.875% Notes due 2038VZ 38BNew York Stock Exchange
    1.875% Notes due 2038VZ 38CNew York Stock Exchange
    1.500% Notes due 2039VZ 39CNew York Stock Exchange
    3.50% Fixed Rate Notes due 2039VZ 39DNew York Stock Exchange
    1.850% Notes due 2040VZ 40New York Stock Exchange
    3.850% Fixed Rate Notes due 2041VZ 41CNew 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 April 22, 2025, issued by Verizon Communications Inc. (Verizon).
    Non-GAAP Measures
    Verizon’s press release and financial tables 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 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. 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 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 and legacy legal matter. 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. Legacy legal matter recorded during 2024 relates to a litigation matter associated with a legacy contract for the production of telephone directories in Costa Rica by a subsidiary of Verizon.
    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 2025.
    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 and legacy legal matter.

    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 2025.

    Free Cash Flow and Free Cash Flow Forecast

    Free cash flow and free cash flow forecast are non-GAAP financial measures that reflect an additional way of viewing our liquidity that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our cash flows. We believe they are more conservative measures of cash flow since capital expenditures are necessary for ongoing operations. Free cash flow and free cash flow forecast have limitations due to the fact that they do not represent the residual cash flow available for discretionary expenditures. For example, free cash flow and free cash flow forecast do 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 and free cash flow forecast as complements 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. Free cash flow forecast is calculated by subtracting capital expenditures forecast (including capitalized software) from forecasted 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 April 22, 2025, 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 hereunto duly authorized.
      Verizon Communications Inc.
      (Registrant)
    Date:April 22, 2025 /s/ Mary-Lee Stillwell
          Mary-Lee Stillwell
           Senior Vice President and Controller

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