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: August 8, 2019
(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:
| Title of Each Class | Trading Symbol(s) | Name of 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 | ||
| 2.375% Notes due 2022 | VZ22A | New York Stock Exchange | ||
| 0.500% Notes due 2022 | VZ22B | New York Stock Exchange | ||
| 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 | ||
| 3.25% 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 | ||
| 1.875% Notes due 2029 | VZ29B | New York Stock Exchange | ||
| 1.250% Notes due 2030 | VZ30 | New York Stock Exchange | ||
| 2.625% Notes due 2031 | VZ31 | New York Stock Exchange | ||
| 2.500% Notes due 2031 | VZ31A | New York Stock Exchange | ||
| 4.75% 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 | ||
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 8.01. Other Events.
In November 2018, Verizon Communications Inc. (Verizon or the Company) announced a strategic reorganization of its business. Under the new structure, effective April 1, 2019, there are two reportable segments that Verizon operates and manages as strategic business units - Verizon Consumer Group and Verizon Business Group.
The Company is filing this Current Report on Form 8-K to recast certain financial and related information included in Verizon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the 2019 Q1 Form 10-Q) to reflect the new operating structure.
In Exhibit 99 to this Report, the Company has updated the following items contained in the 2019 Q1 Form 10-Q:
| • | Part I. Item 1. Financial Statements (Unaudited) |
| • | Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
This Report does not reflect events occurring after the April 26, 2019 filing date of the 2019 Q1 Form 10-Q and does not modify or update the disclosures therein except to present the new operating structure. For developments since the filing of the 2019 Q1 Form 10-Q, refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, and its Current Reports on Form 8-K filed subsequent to the 2019 Q1 Form 10-Q.
Item 9.01. Financial Statements and Exhibits
| (d) Exhibits. | ||
Exhibit Number | Description | |
| 99 | Revisions to Verizon's Quarterly Report on Form 10-Q the quarter ended March 31, 2019: Revised Part I. Item 1. Financial Statements (Unaudited) Revised Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Label Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |
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: | August 8, 2019 | /s/ Anthony T. Skiadas | ||||
| Anthony T. Skiadas | ||||||
| Senior Vice President and Controller | ||||||
EXHIBIT INDEX
Exhibit Number | Description | |
| Revisions to Verizon's Quarterly Report on Form 10-Q the quarter ended March 31, 2019: Revised Part I. Item 1. Financial Statements (Unaudited) Revised Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
| 101.INS | XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Label Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |