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
1.625% Notes due 2024
VZ24B
New York Stock Exchange
4.073% Notes due 2024
VZ24C
New York Stock Exchange
0.875% Notes due 2025
VZ25
New York Stock Exchange
3.250% Notes due 2026
VZ26
New York Stock Exchange
1.375% Notes due 2026
VZ26B
New York Stock Exchange
0.875% Notes due 2027
VZ27E
New York Stock Exchange
1.375% Notes due 2028
VZ28
New York Stock Exchange
1.125% Notes due 2028
VZ28A
New York Stock Exchange
1.875% Notes due 2029
VZ29B
New York Stock Exchange
1.250% Notes due 2030
VZ30
New York Stock Exchange
1.875% Notes due 2030
VZ30A
New York Stock Exchange
2.625% Notes due 2031
VZ31
New York Stock Exchange
2.500% Notes due 2031
VZ31A
New York Stock Exchange
0.875% Notes due 2032
VZ32
New York Stock Exchange
1.300% Notes due 2033
VZ33B
New York Stock Exchange
4.750% Notes due 2034
VZ34
New York Stock Exchange
3.125% Notes due 2035
VZ35
New York Stock Exchange
3.375% Notes due 2036
VZ36A
New York Stock Exchange
2.875% Notes due 2038
VZ38B
New York Stock Exchange
1.875% Notes due 2038
VZ38C
New York Stock Exchange
1.500% Notes due 2039
VZ39C
New York Stock Exchange
3.500% Fixed Rate Notes due 2039
VZ39D
New York Stock Exchange
1.850% Notes due 2040
VZ40
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 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.