Item 2.02. Results of Operations and Financial Condition



Attached as Exhibit 99.1 hereto are a press release and financial tables, dated
January 24, 2023, issued by Verizon Communications Inc. (Verizon). Attached as
Exhibit 99.2 hereto is commentary, dated January 24, 2023, discussing Verizon's
financial and operating results for the fourth quarter and full year of 2022.

Non-GAAP Measures



Verizon's press release, financial tables and commentary 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.

EBITDA and EBITDA Margin Related Non-GAAP Measures



Consolidated earnings before interest, taxes, depreciation and amortization
(EBITDA), Segment EBITDA and Segment EBITDA Margin are non-GAAP financial
measures that we believe are useful to management, investors and other users of
our financial information as they are widely accepted financial measures 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.

Segment EBITDA is calculated by adding back segment depreciation and amortization expense to segment operating income. Segment EBITDA Margin is calculated by dividing Segment EBITDA by total segment operating revenues.

Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA Forecast



Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA Forecast are
non-GAAP financial measures that we believe provide 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 in a manner that is consistent with management's evaluation of
business performance. We believe that Consolidated Adjusted EBITDA and
Consolidated Adjusted EBITDA Forecast are 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 losses and earnings
of unconsolidated businesses and other income and expense, net, and the
following special items: severance charges, loss on spectrum licenses and net
gain from disposition of business. Severance charges recorded during 2022 and
2021 relate to involuntary and voluntary separations, respectively, under our
existing plans. Loss on spectrum licenses relates to the sale of certain
wireless licenses in 2021. Net gain from disposition of business relates to the
sale of Verizon Media in 2021.

We have not provided a reconciliation for our Consolidated Adjusted EBITDA Forecast because we cannot, without unreasonable effort, predict the special items that could arise during 2023.

Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio



Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio
are non-GAAP financial measures that we believe are 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.


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Adjusted Earnings per Common Share (Adjusted EPS) and Adjusted EPS Forecast



Adjusted EPS and Adjusted EPS Forecast are non-GAAP financial measures that we
believe are useful to management, investors and other users of our financial
information in evaluating our operating results and understanding our operating
trends without the effect of special items which could vary from period to
period. We believe excluding special items provides more comparable assessment
of our financial results from period to period.

Adjusted EPS is calculated by excluding from the calculation of reported EPS the
effect of the following special items: amortization of acquisition-related
intangible assets, severance, pension and benefits credits, early debt
redemption costs, net gain from disposition of asset and business, and loss on
spectrum licenses. Severance, pension and benefits credits relate to severance
charges and actuarial gains/losses resulting from the re-measurements of pension
and other postretirement benefits. Net gain from disposition of asset and
business relates to the sale of an investment and the sale of Verizon Media in
2021. Loss on spectrum licenses relates to the sale of certain wireless licenses
in 2021.

Actuarial gains or losses as a result of the re-measurements of pension and
other postretirement benefits are included in other income and expense, net, and
are measured based on projected discount rates and estimated returns on plan
assets. Such estimates are updated at least annually at the end of the fiscal
year to reflect actual discount rates and returns on plan assets or more
frequently if significant events arise which require an interim re-measurement.

We exclude the amortization of acquisition-related intangible assets because the
amount and timing of such charges are significantly impacted by the timing,
size, number and nature of the acquisitions we consummate. While we have a
history of significant acquisition activity, we do not acquire businesses on a
predictable cycle, and the amount of an acquisition's purchase price allocated
to intangible assets and related amortization term are unique to each
acquisition and can vary significantly from acquisition to acquisition.
Exclusion of this amortization expense facilitates more consistent comparisons
of operating results over time between our newly acquired and long-held
businesses, and with both acquisitive and non-acquisitive peer companies. We
believe that it is important for investors to understand that our non-GAAP
financial measure adjusts for the intangible asset amortization but does not
adjust the revenue that is generated in part from the use of such intangible
assets.

We have not provided a reconciliation for our Adjusted EPS Forecast because we
cannot, without unreasonable effort, predict the special items that could arise
during 2023.

Adjusted Effective Income Tax Rate Attributable to Verizon Forecast (Adjusted ETR Forecast)



Adjusted ETR Forecast is a non-GAAP financial measure that we believe is useful
to management, investors and other users of our financial information in
assessing our effective income tax rate without the effect of special
items which could vary from period to period. Adjusted ETR Forecast is
calculated by dividing the provision for income taxes by net income attributable
to Verizon before tax after adjusting for the impact of special items.

We have not provided a reconciliation for our Adjusted ETR Forecast because we
cannot, without unreasonable effort, predict the special items that could arise
during 2023.

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 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.

See the accompanying schedules for reconciliations of non-GAAP financial measures to GAAP.




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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit
Number                           Description

        99.1                     Press release and financial tables, dated January 24, 2023, issued by
                                 Verizon Communications Inc.
                                 Commentary discussing financial and operating results of Verizon
        99.2                     Communications Inc. for the fourth quarter and full year of 2022

        104                      Cover Page Interactive Data File (formatted as inline XBRL).

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