vz-20241022

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: October 22, 2024

(Date of earliest event reported)

______________________________________________________________________________

Verizon Communications Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________



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 Each Exchange on Which Registered

Common Stock, par value $0.10

New York Stock Exchange

Common Stock, par value $0.10

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 7.01. Regulation FD Disclosure

On October 22, 2024, Verizon Communications Inc. (“Verizon”) hosted a sell side analyst meeting where it shared a strategic broadband update and held a question and answer session with analysts.

Copies of the press release and the investor presentation related to this event, as well as reconciliations of non-GAAP financial measures, are attached as Exhibits 99.1, 99.2 and 99.3, and incorporated herein by reference.

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 press release and investor presentation 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.

Consolidated EBITDA

Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure that we believe is useful to management, investors and other users of our financial information as it is a widely accepted financial measure 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.

Consolidated Adjusted EBITDA

Consolidated Adjusted EBITDA is a non-GAAP financial measure that we believe provides 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 is 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, business transformation costs and non-strategic business shutdown. 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. Business transformation costs recorded during 2023 primarily relate to costs incurred in connection with strategic partnership initiatives in our managed network support services for certain Verizon Business customers. Non-strategic business shutdown relates to the shutdown of our BlueJeans business offering in 2023.

Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio

Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio 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. 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 target because we cannot, without unreasonable effort, predict the timeline for achieving the target or the special items that could arise in future periods.

Free Cash Flow

Free cash flow is a non-GAAP financial measure that reflects an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. We believe it is a more conservative measure of cash flow since capital expenditures are necessary for ongoing operations. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. For example, free cash flow does 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 as a complement 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.

Item 9.01. Financial Statements and Exhibits


(d) Exhibits.

Exhibit Number						Description

99.1						Press release, dated October 22, 2024, issued by Verizon Communications Inc.
99.2						Investor presentation, dated October 22, 2024.
99.3						Reconciliation of non-GAAP financial measures.
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 hereunto duly authorized.

Verizon Communications Inc.

(Registrant)

Date:

October 22, 2024

/s/ Mary-Lee Stillwell

Mary-Lee Stillwell

Senior Vice President and Controller

Document

Exhibit 99.1

News Release


FOR IMMEDIATE RELEASE			Media contacts:
October 22, 2024			Katie Magnotta
			201-602-9235
			katie.magnotta@verizon.com

Verizon updates broadband strategy to bring more

choice, flexibility and value to millions

Key Takeaways:

●Verizon reaches fixed wireless access subscriber target 15 months ahead of schedule

●Customer demand for broadband solutions accelerates fixed wireless and fiber rollout

●Fixed wireless subscribers on path to double to 8-9 million by 2028

●Fiber network expected to expand to 35-40 million passings over time

NEW YORK, N.Y. - Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced an update to its broadband strategy, with new fixed wireless subscriber goals, household targets and broadband offerings to accelerate its premium broadband and mobility services to millions more customers nationwide. Verizon has more than 11.9 million total broadband connections as of the end of third-quarter 2024, up nearly 16 percent year over year. The update was given today at a sell side analyst event following the release of the company’s third-quarter 2024 results.

“This is a game changing moment for Verizon and for connectivity across the country,” said Hans Vestberg, Verizon Chairman and CEO. “Our ambitious targets for fixed wireless access, combined with our fiber expansion including the planned Frontier acquisition, will bring unmatched broadband coverage to millions more homes and businesses nationwide. We are creating an integrated connectivity experience that gives customers freedom in how they connect and use our services. This is about delivering the network of the future, and setting a new bar for the entire industry.”

Fixed Wireless subscribers on path to double by 2028

●At the end of third-quarter 2024, the company had nearly 4.2 million fixed wireless subscribers, representing an increase of nearly 57 percent year over year. The company hit its previous goal of 4-5 million subscribers 15 months earlier than expected due to the demand from consumer and business customers as they continue to trust the reliability of the product and speed and ease of deployment.

●Verizon is expecting 8-9 million fixed wireless subscribers, doubling its current base, by 2028 and accelerating coverage to 90 million households in the same time period.

●Verizon will commercially launch its advanced mmWave solution for apartment and office buildings to address high population areas. The technology leverages existing infrastructure making it less expensive to build and faster to deploy. Continued deployment of C-band and mmWave will provide the performance and capacity needed to meet these goals and deliver the best-in-class experience that customers expect from Verizon.

Fiber network expected to grow to 35-40 million passings

●Verizon will continue to look for opportunities to accelerate its ongoing Fios builds within the current footprint in nine states and Washington, D.C., giving more customers access to the industry-leading product. Verizon’s recent agreement to acquire Frontier, the largest pure-play fiber internet provider in the U.S., is expected to expand Verizon’s share of the nationwide broadband market, building upon Verizon’s two decades of leadership at the forefront of fiber.

●Upon closing, Frontier is expected to bring in approximately 9-10 million fiber passings.

●In 2025 Verizon is targeting an expansion of Fios builds to up to 650,000 passings annually. Following the closing of the Frontier acquisition, Verizon expects the combined build to be up to 1 million or more passings annually.

●Verizon is expecting more than 30 million fiber passings in the combined

Verizon/Frontier footprint by 2028. Over time, Verizon is expecting 35-40 million fiber passings. This will significantly expand Verizon's fiber footprint, accelerating the company’s delivery of premium mobility and broadband services to current and new customers.

●Frontier’s consumer fiber network can be immediately and seamlessly integrated upon closing directly into Verizon’s award-winning Fios network, meeting existing Fios standards.

Outlook and Guidance: Priorities remain unchanged

●The company will maintain its capital allocation priorities, characterized by prudent investment in the business, a commitment to maintaining an industry-leading dividend, continued debt reduction, and efficient return of cash to shareholders, with buybacks to be considered when net unsecured debt to adjusted EBITDA ratio* is at 2.25x.

●For 2025, the company expects capital expenditures of $17.5-$18.5 billion, consistent with historical levels of capital intensity.

●Revised net unsecured debt to adjusted EBITDA ratio* target of 2.0 to 2.25x.

*Non-GAAP financial measure. See www.verizon.com/about/investors for additional information about non-GAAP financial measures.

About Verizon
Verizon Communications Inc. (NYSE, Nasdaq: VZ) powers and empowers how its millions of customers live, work and play, delivering on their demand for mobility, reliable network connectivity and security. Headquartered in New York City, serving countries worldwide and nearly all of the Fortune 500, Verizon generated revenues of $134.0 billion in 2023. Verizon’s world-class team never stops innovating to meet customers where they are today and equip them for the needs of tomorrow. For more, visit verizon.com or find a retail location at verizon.com/stores.

Forward-Looking Statements
In this communication 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. The following important factors, along with those discussed in our filings with the Securities and Exchange Commission (the “SEC”), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the effects of competition in the markets in which we operate, including the inability to successfully respond to competitive factors such as prices, promotional incentives and evolving consumer preferences; failure to take advantage of, or respond to competitors’ use of, developments in technology and address changes in consumer demand; performance issues or delays in the deployment of our 5G network resulting in significant costs or a reduction in the anticipated benefits of the enhancement to our networks; the inability to implement our business strategy; adverse conditions in the U.S. and international economies, including inflation and changing interest rates in the markets in which we operate; cyber attacks impacting our networks or systems and any resulting financial or reputational impact; damage to our infrastructure or disruption of our operations from natural disasters, extreme weather conditions, acts of war, terrorist attacks or other hostile acts and any resulting financial or reputational impact; disruption of our key suppliers’ or vendors’ provisioning of products or services, including as a result of geopolitical factors or the potential impacts of global climate change; material adverse changes in labor matters and any resulting financial or operational impact; damage to our reputation or brands; the impact of public health crises on our operations, our employees and the ways in which our customers use our networks and other products and services; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses; allegations regarding the release of hazardous materials or pollutants into the environment from our, or our predecessors’, network assets and any related government investigations, regulatory developments, litigation, penalties and other liability, remediation and compliance costs, operational impacts or reputational damage; our high level of indebtedness; significant litigation and any resulting material expenses incurred in defending against lawsuits or paying awards or settlements; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; significant increases in benefit plan costs or lower investment returns on plan assets; changes in tax laws or regulations, or in their interpretation, or challenges to our tax positions, resulting in additional tax expense or liabilities; changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and risks associated with mergers, acquisitions and other strategic transactions, including our ability to consummate the proposed acquisition of Frontier Communications Parent, Inc. and obtain cost savings, synergies and other anticipated benefits within the expected time period or at all.

a102224exhibit992

October 22, 2024 3Q24 Results & Broadband Update Exhibit 99.2

“Safe Harbor” Statement 2 In this presentation 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. The following important factors, along with those discussed in our filings with the Securities and Exchange Commission (the "SEC"), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the effects of competition in the markets in which we operate, including the inability to successfully respond to competitive factors such as prices, promotional incentives and evolving consumer preferences; failure to take advantage of, or respond to competitors' use of, developments in technology and address changes in consumer demand; performance issues or delays in the deployment of our 5G network resulting in significant costs or a reduction in the anticipated benefits of the enhancement to our networks; the inability to implement our business strategy; adverse conditions in the U.S. and international economies, including inflation and changing interest rates in the markets in which we operate; cyber attacks impacting our networks or systems and any resulting financial or reputational impact; damage to our infrastructure or disruption of our operations from natural disasters, extreme weather conditions, acts of war, terrorist attacks or other hostile acts and any resulting financial or reputational impact; disruption of our key suppliers' or vendors' provisioning of products or services, including as a result of geopolitical factors or the potential impacts of global climate change; material adverse changes in labor matters and any resulting financial or operational impact; damage to our reputation or brands; the impact of public health crises on our operations, our employees and the ways in which our customers use our networks and other products and services; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses; allegations regarding the release of hazardous materials or pollutants into the environment from our, or our predecessors', network assets and any related government investigations, regulatory developments, litigation, penalties and other liability, remediation and compliance costs, operational impacts or reputational damage; our high level of indebtedness; significant litigation and any resulting material expenses incurred in defending against lawsuits or paying awards or settlements; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; significant increases in benefit plan costs or lower investment returns on plan assets; changes in tax laws or regulations, or in their interpretation, or challenges to our tax positions, resulting in additional tax expense or liabilities; changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and risks associated with mergers, acquisitions and other strategic transactions, including our ability to consummate the proposed acquisition of Frontier Communications Parent, Inc. and obtain cost savings, synergies and other anticipated benefits within the expected time period or at all. As required by SEC rules, we have provided a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable GAAP measures in materials on our website at www.verizon.com/about/investors.

In connection with the proposed transactions, Frontier filed with the SEC a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) on October 7, 2024. The Definitive Proxy Statement and a form of proxy card have been mailed to the stockholders of Frontier. Verizon or Frontier may also file other documents with the SEC regarding the proposed transactions. This document is not a substitute for the Definitive Proxy Statement or any other relevant document which Frontier or Verizon may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC (WHEN THEY ARE AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of the Definitive Proxy Statement and other documents that are filed or will be filed with the SEC by Frontier or Verizon (when they are available) through the website maintained by the SEC at www.sec.gov, Frontier’s investor relations website at investor.frontier.com or Verizon’s investor relations website at verizon.com/about/investors. Participants in the Solicitation Verizon may be deemed to be a “participant” in the solicitation of proxies from the stockholders of Frontier in connection with the proposed transactions. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is included in the Definitive Proxy Statement relating to the proposed transactions filed by Frontier on October 7, 2024. The Definitive Proxy Statement (and any other filings related to proposed transactions that have been or may be made) may be obtained free of charge from the SEC’s website at www.sec.gov or Frontier’s website at investor.frontier.com. Important Additional Information and Where to Find It 3

Chairman and CEO Hans Vestberg

3Q24 Highlights Strategic Update Results and Capital Allocation Q&A 5

3Q24 Results Delivered on our three key financial metrics Wireless service revenue ($19.8B, 2.7% YoY) 1 Adjusted EBITDA1 ($12.5B, 2.1% YoY) 2 Free cash flow 1 ($6.0B) 3 Scaling private networks New partnerships: FIFA & MSG Momentum in mobility Postpaid Phone: 239K net additions Prepaid: 80K net additions2 Broadband growth ~4.2M FWA subscribers: 15 months ahead of target 11.9M total broadband connections 1Non-GAAP measure 2Excluding SafeLink On track for 2024 guidance 6

3Q24 Highlights Strategic Update Results and Capital Allocation Q&A 7

Strategic focus on the core business 8 2018-2020 Build the foundation 2021-2024 Strengthen assets 2025+ Extend industry leadership 8

Refreshed brand Enabling the AI ecosystem Planned Frontier acquisition Tower transaction Agreed to acquire UScellular spectrum Customer-first offerings 9 Transformative Actions Extend Industry Leadership 2024 strategic actions extend industry leadership

Unmatched scale & differentiated value proposition Mobility America’s best wireless network Satellite partnerships 144.7M connections myPlan + B2B Broadband Fios leads industry in Net Promoter scores 18M Fios1 + 60M FWA2 premises covered 11.9M connections myHome + B2B Uniquely positioned with full owner’s economics Consumer + Business 1Fios open for sale 2FWA households and businesses covered 10

Transformative actions extend industry leadership Accelerating broadband expansion Doubling subscribers by 2028 Fiber target Fixed wireless access target 30M+ passings by 2028; 35-40M over time (including Frontier) 11

EVP and President of Global Networks and Technology Joe Russo

Doubling FWA broadband subscribers by 2028 Building ahead of demand Mobility-first approach Strategic deployment of 5G ultra wideband High customer satisfaction and NPS scores Additional opportunities to increase capacity ~4.2M ~60M ~90M ~8-9M Today 2028 Fixed wireless access growth plan Homes and businesses covered Subscribers 13

Growing fiber broadband passings to 35-40M over time Verizon Frontier 1Homes and businesses, assumes closing of Frontier transaction 7M 18M 14

Building network for consumer & business growth One Fiber Edge compute Verizon Cloud platform Converged IP core Verizon intelligent edge network Mobility-first approach Accelerated Ultra Wideband deployment FWA solution for multi-dwelling units 100% virtualized 5G core Virtualized RAN at scale Radio access network Expected annual build rate: 2025: up to 650K passings Post-close: up to 1M+ passings Technology advancements enable targeted edge-out builds Mobility and broadband enabling attractive fiber returns Fios access network 15

Leader in mobility & broadband with owner’s economics 5G UWB pops covered from 270M to 300M+ over time Mobility plan FWA homes and businesses covered ~90M Fiber passings 35-40M1~25M FWA + Fiber 100M+ homes and businesses covered over time Broadband plan 1Assumes closing of Frontier transaction 16

EVP and CEO of Verizon Consumer Group Sowmyanarayan Sampath

Two engines of growth Continued momentum on postpaid Value business turnaround Focus on churn improvement Margin accretive add-on services Momentum in FWA + Fios sales Differentiated myHome proposition Sustained growth in ARPU Increasing availability Balanced price + volume = Sustained long-term growth Mobility Broadband 18

1Assumes closing of Frontier transaction Broadband plan for all segments ~90M homes and businesses covered Easy to buy and install High NPS Price / value 35M - 40M 1 homes and businesses passed White glove experience Performance Reliability Differentiated offering covering 100M+ premises over time FWA Fiber 19

Choice, value and simplicity 20

Differentiated value proposition 21 Loyalty Adjacent services Entertainment Connectivity fios tv Unlimited Welcome Unlimited PlusUnlimited Ultimate 5G HomeFios Prepaid VIP Lounges Concert Presale Red Carpet Premieres Music & Sports Access Protection International / Travel Home Family Financial Verizon Store Perks Live TV myPlan myHome Value myAccess

Execution driving continued momentum Two engines of growth - mobility and broadband 22

EVP and Chief Financial Officer Tony Skiadas

3Q24 Highlights Strategic Update Results and Capital Allocation Q&A

Verizon confidential and proprietary. Unauthorized disclosure, reproduction or other use prohibited. Continued momentum across the business On track to deliver 2024 financial guidance Positioned for strong 2025 performance Customer growth and financial growth Strong free cash flow1 provides ample funding for capital allocation priorities Expect positive consumer postpaid phone net adds for full year 2024 1Non-GAAP measure 25

Disciplined capital allocation strategy Commitment to dividend ● 18 consecutive years of dividend increases BAU levels of capital spend Investment in the business ● Network capex ● Spectrum ● Acquisitions 2025 capex guidance $17.5-18.5B Share repurchases ● Efficient return of excess cash flow to shareholders ● Buybacks to be considered at 2.25x leverage1 Strong balance sheet ● Continue to pay down debt - made significant progress 2.00-2.25x New leverage1 target 41 2 3 New leverage target aligned to drive growth and shareholder returns 1Net unsecured debt to adjusted EBITDA ratio, non-GAAP measure 26

Chairman and CEO Hans Vestberg

Well-positioned to extend industry leadership in 2025 and beyond Differentiated value proposition Expanding the total addressable market with owner’s economics Best network and unmatched scale Prudent capital allocation Wireless service revenue growth Adjusted EBITDA1 expansion Strong free cash flow1 281Non-GAAP measure

3Q24 Highlights Strategic Update Results and Capital Allocation Q&A 29

Verizon Leadership 30 Shankar Arumugavelu EVP & Pres-Global Services Leslie Berland EVP & CMO Samantha Hammock EVP & CHRO Kyle Malady EVP & Group CEO-VZ Business Joseph Russo EVP & Pres-Global Networks & Tech Sowmyanarayan Sampath EVP & Group CEO-VZ Consumer Stacy Sharpe EVP & CCO Anthony Skiadas EVP & CFO Vandana Venkatesh EVP & Chief Legal Officer Hans Vestberg Chairman & CEO

Document

Verizon Communications Inc.

Exhibit 99.3

Non-GAAP Reconciliations


Consolidated EBITDA and Consolidated Adjusted EBITDA
(dollars in millions)
Unaudited	3 Mos. Ended 9/30/24			3 Mos. Ended 9/30/23

Consolidated Net Income	$	3,411		$	4,884
Add:
Provision for income taxes	891			1,308
Interest expense	1,672			1,433
Depreciation and amortization expense(1)	4,458			4,431
Consolidated EBITDA	$	10,432		$	12,056

Add/(subtract):
Other (income) expense, net	$	(72)		$	(170)
Equity in (earnings) losses of unconsolidated businesses	24			18

Severance charges	1,733			—
Asset and business rationalization	374			—



Business transformation costs	—			176
Non-strategic business shutdown	—			158






	2,059			182

Consolidated Adjusted EBITDA	$	12,491		$	12,238
Consolidated Adjusted EBITDA - Year over year change %	2.1		%



















Footnotes:
(1) Includes Amortization of acquisition-related intangible assets and a portion of the Non-strategic business shutdown, where applicable.



Free Cash Flow
(dollars in millions)
Unaudited	3 Mos. Ended 9/30/24		3 Mos. Ended 9/30/23		9 Mos. Ended 9/30/24		9 Mos. Ended 9/30/23

Net Cash Provided by Operating Activities	$	9,911	$	10,778	$	26,480	$	28,798
Capital expenditures (including capitalized software)	(3,948)		(4,094)		(12,019)		(14,164)
Free Cash Flow	$	5,963	$	6,684	$	14,461	$	14,634

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