8-KRegulation FDExhibits & Filings

VERIZON COMMUNICATIONS INC 8-K Report, Regulation FD Disclosure (Oct 8, 2010)

Filed October 8, 2010For Securities:VZ

Summary

This 8-K filing from Verizon Communications Inc. (VZ), dated October 8, 2010, provides crucial context for investors regarding significant operational and financial restructuring. The company is making available unaudited selected consolidated financial information for the past six quarters, presented both on a GAAP and non-GAAP basis, to help investors understand the impact of divesting overlapping properties from the Alltel acquisition and spinning off certain landline assets. The primary purpose of this disclosure is to allow investors to analyze Verizon's performance excluding the results of these divested segments. This reclassification aims to provide a clearer picture of the ongoing core business operations and facilitate comparisons, particularly concerning profitability metrics like EBITDA, which are also detailed on an adjusted basis to reflect these changes. Investors should review this supplemental information alongside Verizon's official GAAP financial statements.

Key Highlights

  • 1Verizon is providing unaudited selected consolidated financial information for the past six quarters to reflect the impact of asset divestitures.
  • 2The divestitures include overlapping properties from the 2009 Alltel acquisition and a spin-off of local exchange and landline assets on July 1, 2010.
  • 3The supplemental financial information is presented on both a GAAP and non-GAAP basis.
  • 4Key non-GAAP measures discussed include Consolidated EBITDA and EBITDA margin, adjusted to exclude divested operations.
  • 5Verizon aims to enhance investor understanding of its core business performance by isolating the results of divested segments.
  • 6The information is being made available as an exhibit (Exhibit 99) and is also posted on the Verizon Investor Relations website.
  • 7This disclosure is made under Regulation FD and is furnished, not filed, meaning it won't be incorporated into other SEC filings unless specifically referenced.

Frequently Asked Questions

Verizon is releasing this unaudited financial information to provide investors with a clearer view of its core business performance following the divestiture of certain assets. This includes overlapping properties from the Alltel acquisition and a spin-off of landline assets, which allows for a more focused analysis of the ongoing operations, separate from the divested segments.

The filing addresses two main types of transactions: 1) the divestiture of overlapping wireless properties in 105 markets (in 24 states) stemming from the January 2009 acquisition of Alltel Corporation, completed in the first half of 2010, and 2) the spin-off of certain local exchange and related landline assets in 14 states, which occurred on July 1, 2010.

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures that exclude the financial results of the divested operations. Verizon presents these measures, along with Consolidated EBITDA and its margin, to help investors better evaluate the operating profitability and performance of the company's continuing business, excluding the impact of past transactions.

The unaudited selected consolidated financial information is provided as Exhibit 99 to this 8-K filing. It is also available on Verizon's Investor Relations website at www.verizon.com/investor.