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: September 12, 2024
(Date of earliest event reported)
______________________________________________________________________________
Verizon Communications Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | |
| | | |
| 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:
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| 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 8.01. Other Events
Verizon Communications Inc. (the Company and, together with its subsidiaries, Verizon) expects the following items to impact its reported financial results for the third quarter of 2024:
•In June 2024, Verizon announced a voluntary separation program for select U.S.-based management employees. Approximately 4,800 eligible employees will separate from Verizon under this program by the end of March 2025, with over half of these employees exiting in September of 2024. Principally as a result of this program but also as a result of other headcount reduction initiatives, the Company expects to record a severance charge in the range of $1.7 billion to $1.9 billion ($1.3 billion to $1.4 billion after-tax) in the third quarter of 2024.
•As part of its continued transformation initiatives, in September 2024, Verizon plans to cease use of certain real estate assets and exit non-strategic portions of certain businesses. As a result of these strategic actions, the Company expects to record asset and business rationalization charges in the range of $230 million to $380 million ($170 million to $290 million after-tax) in the third quarter of 2024.
Forward-Looking Statements
In this report 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.
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.
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| | | | | | Verizon Communications Inc. |
| | | | | | (Registrant) |
| | | | |
| Date: | | September 12, 2024 | | | | /s/ Mary-Lee Stillwell |
| | | | | | Mary-Lee Stillwell |
| | | | | | Senior Vice President and Controller |
