Verizon Communications Inc 10-Q for FY2023 Q1
Verizon Communications Inc (VZ)
10-Q
2023-04-27
For: 2023-03-31
View Original
Added on
April 11, 2026
About this 10-Q
Verizon Communications Inc filed this 10-Q on April 27, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).
Headline figures
Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $32.91B
- down 1.9% from $33.55B a year earlier
- Net income
- $4.91B
- up 7.2% from net income of $4.58B a year earlier
- Diluted EPS
- $1.17
- up 7.3% from $1.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark one) | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended March 31, 2023
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the transition period from to | ||||||||
Commission file number: 1-8606
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (212 ) 395-1000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Securities registered pursuant to Section 12(b) of the Act (continued):
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. | |||||||||||||||||
| ☒ | Accelerated filer | ☐ | |||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
At March 31, 2023, 4,203,991,483 shares of the registrant’s common stock were outstanding, after deducting 87,442,163 shares held in treasury.
| TABLE OF CONTENTS | ||
| Item No. | Page | |||||||
| Item 1. | ||||||||
| Three months ended March 31, 2023 and 2022 | ||||||||
| Three months ended March 31, 2023 and 2022 | ||||||||
| At March 31, 2023 and December 31, 2022 | ||||||||
| Three months ended March 31, 2023 and 2022 | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 6. | ||||||||
| Part I - Financial Information | ||
| Item 1. Financial Statements (Unaudited) | ||
Condensed Consolidated Statements of Income | ||
Verizon Communications Inc. and Subsidiaries | ||
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions, except per share amounts) (unaudited) | 2023 | 2022 | |||||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
Service revenues and other | $ | $ | |||||||||||||||||||||
Wireless equipment revenues | |||||||||||||||||||||||
| Total Operating Revenues | |||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
Cost of services (exclusive of items shown below) | |||||||||||||||||||||||
Cost of wireless equipment | |||||||||||||||||||||||
Selling, general and administrative expense | |||||||||||||||||||||||
Depreciation and amortization expense | |||||||||||||||||||||||
| Total Operating Expenses | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated businesses | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income Before Provision For Income Taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | |||||||||||||||||||||
| Net Income | $ | $ | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | $ | |||||||||||||||||||||
| Net income attributable to Verizon | |||||||||||||||||||||||
| Net Income | $ | $ | |||||||||||||||||||||
| Basic Earnings Per Common Share | |||||||||||||||||||||||
| Net income attributable to Verizon | $ | $ | |||||||||||||||||||||
| Weighted-average shares outstanding (in millions) | |||||||||||||||||||||||
| Diluted Earnings Per Common Share | |||||||||||||||||||||||
| Net income attributable to Verizon | $ | $ | |||||||||||||||||||||
| Weighted-average shares outstanding (in millions) | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
Condensed Consolidated Statements of Comprehensive Income | ||
| Verizon Communications Inc. and Subsidiaries | ||
| Three Months Ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| (dollars in millions) (unaudited) | 2023 | 2022 | ||||||||||||||||||
| Net Income | $ | $ | ||||||||||||||||||
| Other Comprehensive Income (Loss), Net of Tax (Expense) Benefit | ||||||||||||||||||||
Foreign currency translation adjustments, net of tax of $ | ( | |||||||||||||||||||
Unrealized gain on cash flow hedges, net of tax of $( | ||||||||||||||||||||
Unrealized loss on fair value hedges, net of tax of $ | ( | |||||||||||||||||||
Unrealized gain (loss) on marketable securities, net of tax of $( | ( | |||||||||||||||||||
Defined benefit pension and postretirement plans, net of tax of $ | ( | ( | ||||||||||||||||||
| Other comprehensive income (loss) attributable to Verizon | ( | |||||||||||||||||||
| Total Comprehensive Income | $ | $ | ||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | $ | $ | ||||||||||||||||||
| Comprehensive income attributable to Verizon | ||||||||||||||||||||
| Total Comprehensive Income | $ | $ | ||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
| Condensed Consolidated Balance Sheets | ||
| Verizon Communications Inc. and Subsidiaries | ||
| At March 31, | At December 31, | ||||||||||
| (dollars in millions, except per share amounts) (unaudited) | 2023 | 2022 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable | |||||||||||
Less Allowance for credit losses | |||||||||||
| Accounts receivable, net | |||||||||||
Inventories | |||||||||||
Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment | |||||||||||
Less Accumulated depreciation | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Investments in unconsolidated businesses | |||||||||||
| Wireless licenses | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Current liabilities | |||||||||||
| Debt maturing within one year | $ | $ | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Current operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Employee benefit obligations | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and Contingencies (Note 12) | |||||||||||
| Equity | |||||||||||
Series preferred stock ($ | |||||||||||
Common stock ($ | |||||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Common stock in treasury, at cost ( | ( | ( | |||||||||
| Deferred compensation – employee stock ownership plans (ESOPs) and other | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
| Condensed Consolidated Statements of Cash Flows | ||
| Verizon Communications Inc. and Subsidiaries | ||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (dollars in millions) (unaudited) | 2023 | 2022 | |||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net Income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Employee retirement benefits | ( | ||||||||||
| Deferred income taxes | |||||||||||
| Provision for expected credit losses | |||||||||||
| Equity in losses of unconsolidated businesses, net of dividends received | |||||||||||
| Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities | |||||||||||
| Capital expenditures (including capitalized software) | ( | ( | |||||||||
| Acquisitions of wireless licenses | ( | ( | |||||||||
| Collateral repayments (payments) related to derivative contracts, net | ( | ||||||||||
| Other, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long-term borrowings | |||||||||||
| Proceeds from asset-backed long-term borrowings | |||||||||||
| Net proceeds from short-term commercial paper | |||||||||||
| Repayments of long-term borrowings and finance lease obligations | ( | ( | |||||||||
| Repayments of asset-backed long-term borrowings | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period (Note 1) | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
7
Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
| Verizon Communications Inc. and Subsidiaries | ||
| Note 1. Basis of Presentation | ||
Verizon Communications Inc. (the Company) is a holding company that, acting through its subsidiaries (together with the Company, collectively, Verizon), is one of the world’s leading providers of communications, technology, information and entertainment products and services to consumers, businesses and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control.
During the first quarter of 2023, Verizon reorganized the customer groups within its Business segment. See Note 10 for additional information.
Earnings Per Common Share
There were a total of approximately 3.6 million outstanding dilutive securities, primarily consisting of performance stock units and restricted stock units, included in the computation of diluted earnings per common share for the three months ended March 31, 2023. There were a total of approximately 1.5 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for the three months ended March 31, 2022.
Cash, Cash Equivalents and Restricted Cash
We consider all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates quoted market value and includes amounts held in money market funds.
Cash, cash equivalents and restricted cash are included in the following line items in the condensed consolidated balance sheets:
| At March 31, | At December 31, | Increase / (Decrease) | |||||||||||||||
(dollars in millions) | 2023 | 2022 | |||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ( | |||||||||||||
| Restricted cash: | |||||||||||||||||
Prepaid expenses and other | |||||||||||||||||
Other assets | |||||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | $ | ( | |||||||||||||
| Note 2. Revenues and Contract Costs | ||
We earn revenue from contracts with customers, primarily through the provision of telecommunications and other services and through the sale of wireless equipment.
Revenue by Category
We have two reportable segments that we operate and manage as strategic business units, Consumer and Business. Revenue is disaggregated by products and services within Consumer, and customer groups (Enterprise and Public Sector, Business Markets and Software as a Service (SaaS), and Wholesale) within Business. See Note 10 for additional information on revenue by segment. Corporate and other primarily includes insurance captive revenues.
We also earn revenues that are not accounted for under Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers" (Topic 606) from leasing arrangements (such as those for towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest when equipment is sold to the customer by an
8
Additionally, certain contracts provide customers the option to purchase additional services. The fees related to these additional services are recognized when the customer exercises the option (typically on a month-to-month basis).
Contracts for wireless services, with or without promotional credits that require maintenance of service, are generally either month-to-month and cancellable at any time, or considered to contain terms ranging from greater than one month to up to thirty-six months (typically under a device payment plan), or contain terms ranging from greater than one month to up to twenty-four months (typically under a fixed-term plan). Additionally, customers may incur charges based on usage or additional optional services purchased in conjunction with entering into a contract that can be cancelled at any time and therefore are not included in the transaction price. The transaction price allocated to service performance obligations, which are not satisfied or are partially satisfied as of the end of the reporting period, are generally related to contracts that are not accounted for as month-to-month contracts.
Our Consumer group customers also include traditional wholesale resellers that purchase and resell wireless service under their own brands to their respective customers. Reseller arrangements generally include a stated contract term, which typically extends longer than two years and, in some cases, include a periodic minimum revenue commitment over the contract term for which revenues will be recognized in future periods.
Consumer customer contracts for wireline services are generally month-to-month; however, they may have a service term of two years or shorter than twelve months . Certain contracts with Business customers for wireline services extend into future periods, contain fixed monthly fees and usage-based fees, and can include annual commitments in each year of the contract or commitments over the entire specified contract term; however, a significant number of contracts for wireline services with our Business customers have a contract term that is twelve months or less.
Additionally, there are certain contracts with Business customers for wireline services that have a contractual minimum fee over the total contract term. We cannot predict the time period when revenue will be recognized related to those contracts; thus, they are excluded from the time bands below. These contracts have varying terms spanning over approximately nine years ending in April 2032 and have aggregate contract minimum payments totaling $1.4 billion.
At March 31, 2023, the transaction price related to unsatisfied performance obligations that are expected to be recognized for the remainder of 2023, 2024 and thereafter was $17.8 billion, $17.3 billion and $11.4 billion, respectively. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations and changes in the timing and scope of contracts, arising from contract modifications.
Accounts Receivable and Contract Balances
The timing of revenue recognition may differ from the time of billing to our customers. Receivables presented in our condensed consolidated balance sheets represent an unconditional right to consideration. Contract balances represent amounts from an arrangement when either Verizon has performed, by transferring goods or services to the customer in advance of receiving all or partial consideration for such goods and services from the customer, or the customer has made payment to Verizon in advance of obtaining control of the goods and/or services promised to the customer in the contract.
Contract assets primarily relate to our rights to consideration for goods or services provided to customers but for which we do not have an unconditional right at the reporting date. Under a fixed-term plan, total contract revenue is allocated between wireless service and equipment revenues. In conjunction with these arrangements, a contract asset is created, which represents the difference between the amount of equipment revenue recognized upon sale and the amount of consideration received from the customer when the performance obligation related to the transfer of control of the equipment is satisfied. The contract asset is reclassified to accounts receivable as wireless services are provided and billed. We have the right to bill the customer as service is provided over time, which results in our right to the payment being unconditional. The contract asset balances are presented in
9
The following table presents information about receivables from contracts with customers:
| At March 31, | At January 1, | At March 31, | At January 1, | ||||||||||||||||||||
| (dollars in millions) | 2023 | 2023 | 2022 | 2022 | |||||||||||||||||||
Receivables(1) | $ | $ | $ | $ | |||||||||||||||||||
Device payment plan agreement receivables(2) | |||||||||||||||||||||||
(1)Balances do not include receivables related to the following contracts: leasing arrangements (such as those for towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest when equipment is sold to the customer by an authorized agent under a device payment plan agreement.
(2)Included in device payment plan agreement receivables presented in Note 6. Receivables derived from the sale of equipment on a device payment plan through an authorized agent are excluded.
The following table presents information about contract balances:
| At March 31, | At January 1, | At March 31, | At January 1, | ||||||||||||||||||||
| (dollars in millions) | 2023 | 2023 | 2022 | 2022 | |||||||||||||||||||
| Contract asset | $ | $ | $ | $ | |||||||||||||||||||
Contract liability(1) | |||||||||||||||||||||||
(1) Revenue recognized related to contract liabilities existing at January 1, 2023 and January 1, 2022 were $4.3
The balances of contract assets and contract liabilities recorded in our condensed consolidated balance sheets were as follows:
| At March 31, | At December 31, | ||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Assets | |||||||||||
| Prepaid expenses and other | $ | $ | |||||||||
| Other assets | |||||||||||
| Total | $ | $ | |||||||||
| Liabilities | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Total | $ | $ | |||||||||
Contract Costs
Topic 606 requires the recognition of an asset for incremental costs to obtain a customer contract, which are then amortized to expense over the respective periods of expected benefit. We recognize an asset for incremental commission expenses paid to internal and external sales personnel and agents in conjunction with obtaining customer contracts. We only defer these costs when we have determined the commissions are incremental costs that would not have been incurred absent the customer contract and are expected to be recoverable. Costs to obtain a contract are amortized and recorded ratably as commission expense over the period representing the transfer of goods or services to which the assets relate. Costs to obtain wireless contracts are amortized over both of our Consumer and Business customers' estimated upgrade cycles, as such costs are typically incurred each time a customer upgrades. Costs to obtain wireline contracts are amortized as expense over the estimated customer relationship period for our Consumer customers. Incremental costs to obtain wireline contracts for our Business customers are insignificant. Costs to obtain contracts are recorded in Selling, general and administrative expense.
We also defer costs incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed as we satisfy our performance obligations and recorded in Cost of services. These costs principally relate to direct costs that enhance our wireline business resources, such as costs incurred to install circuits.
We determine the amortization periods for our costs incurred to obtain or fulfill a customer contract at a portfolio level due to the similarities within these customer contract portfolios.
10
Collectively, costs to obtain a contract and costs to fulfill a contract are referred to as deferred contract costs, and amortized over a -to seven-year period. Deferred contract costs are classified as current or non-current within Prepaid expenses and other and Other assets, respectively.
The balances of deferred contract costs included in our condensed consolidated balance sheets were as follows:
| At March 31, | At December 31, | ||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Assets | |||||||||||
| Prepaid expenses and other | $ | $ | |||||||||
| Other assets | |||||||||||
| Total | $ | $ | |||||||||
For the three months ended March 31, 2023 and March 31, 2022, we recognized expense of $795 million and $749 million, respectively, associated with the amortization of deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income.
| Note 3. Acquisitions and Divestitures | ||
Spectrum License Transactions
In February 2021, the Federal Communications Commission (FCC) concluded Auction 107 for C-Band wireless spectrum. In accordance with the rules applicable to the auction, Verizon is required to make payments for our allocable share of clearing costs incurred by, and incentive payments due to, the incumbent license holders associated with the auction, which are estimated to be $7.7 billion. During the three months ended March 31, 2023 and March 31, 2022, we made payments of $114 million and $1.4 billion, respectively, for obligations related to clearing costs and accelerated clearing incentives. We expect to continue to make payments related to clearing cost and incentive payment obligations through 2024, which we expect to be $4.7 billion. These payments are dependent on the incumbent license holders' accelerated clearing of the spectrum for Verizon’s use and, therefore, the final timing and amounts could differ based on the incumbent holders’ execution of their clearing process. In accordance with the FCC order, the clearing must be completed by December 2025. The carrying value of the wireless spectrum won in Auction 107 consists of all payments required to participate and purchase licenses in the auction, including Verizon’s allocable share of clearing costs incurred by, and incentive payments due to, the incumbent license holders associated with the auction that we are obligated to pay in order to acquire the licenses, as well as capitalized interest to the extent qualifying activities have occurred.
In March 2022, Verizon signed agreements with satellite operators in which operators agreed to clear C-Band spectrum in certain markets and frequencies ahead of the previously expected timeframe. This early clearance accelerated Verizon's access to more spectrum in a number of key markets to support its fifth-generation (5G) network initiatives.
TracFone Wireless, Inc.
On November 23, 2021 (the Acquisition Date), we completed the acquisition of TracFone Wireless, Inc. (TracFone), a leading provider of prepaid and value mobile services in the U.S. Verizon acquired all of TracFone's outstanding stock in exchange for approximately $3.5 billion in cash, net of cash acquired and working capital and other adjustments, 57,596,544 shares of Verizon common stock valued at approximately $3.0 billion, and up to an additional $650 million in future cash contingent consideration related to the achievement of certain performance measures and other commercial arrangements. The fair value of the Verizon common stock was determined on the basis of its closing market price on the Acquisition Date. The estimated fair value of the contingent consideration as of the Acquisition Date was approximately $560 million and represents a Level 3 measurement as defined in ASC 820, Fair Value Measurements and Disclosures. See Note 7 for additional information. The contingent consideration payable is based on the achievement of certain revenue and operational targets, measured over a two-year earn out period. During the three months ended March 31, 2023, Verizon made a payment of $102 million related to the contingent consideration, which is reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. Contingent consideration payments are expected to continue through 2024.
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| Note 4. Wireless Licenses, Goodwill, and Other Intangible Assets | ||
Wireless Licenses
The carrying amounts of our Wireless licenses are as follows:
| At March 31, | At December 31, | |||||||
| (dollars in millions) | 2023 | 2022 | ||||||
| Wireless licenses | $ | $ | ||||||
At March 31, 2023 and 2022, approximately $38.9 billion and $53.2 billion, respectively, of wireless licenses were under development for commercial service for which we were capitalizing interest costs. We recorded approximately $449 million and $452 million of capitalized interest on wireless licenses for the three months ended March 31, 2023 and 2022, respectively.
During the three months ended March 31, 2023, we renewed various wireless licenses in accordance with FCC regulations. The average renewal period for these licenses was 15 years.
Goodwill
Changes in the carrying amount of Goodwill are as follows:
| (dollars in millions) | Consumer | Business | Other | Total | |||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Reclassifications, adjustments and other | |||||||||||||||||||||||
Balance at March 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
Other Intangible Assets
The following table displays the composition of Other intangible assets, net as well as the respective amortization periods:
| At March 31, 2023 | At December 31, 2022 | ||||||||||||||||||||||||||||||||||
| (dollars in millions) | Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||||||||||||
Customer lists ( | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Non-network internal-use software ( | ( | ( | |||||||||||||||||||||||||||||||||
Other ( | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
The amortization expense for Other intangible assets was as follows:
| Three Months Ended | |||||||||||
| (dollars in millions) | March 31, | ||||||||||
| 2023 | $ | ||||||||||
| 2022 | |||||||||||
The estimated future amortization expense for Other intangible assets for the remainder of the current year and next 5 years is as follows:
| Years | (dollars in millions) | ||||
| Remainder of 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Note 5. Debt | ||
Significant Debt Transactions
Debt or equity financing may be needed to fund additional investments or development activities or to maintain an appropriate capital structure to ensure our financial flexibility.
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Repayments and Repurchases
| (dollars in millions) | Principal Repaid/ Repurchased | Amount Paid (1) | |||||||||
Verizon | A$ | $ | |||||||||
| Open market repurchases of various Verizon notes | $ | ||||||||||
| Total | $ | ||||||||||
(1) Represents amount paid to repay or repurchase, including any accrued interest. In addition, for securities denominated in a currency other than the U.S. dollar, amount paid is shown on a U.S. dollar equivalent basis.
(2) U.S. dollar amount paid represents the amount payable at maturity per the derivatives entered into in connection with the transaction. See Note 7 for additional information on cross currency swap transactions related to the repayment.
Short-Term Borrowing and Commercial Paper Program
In March 2023, we entered into and fully drew from a $500 500 million borrowed under the facility remains outstanding.
During the three months ended March 31, 2023, we issued $4.9 billion in commercial paper and we repaid $4.6 billion of commercial paper. As of March 31, 2023, we had $500 million of commercial paper outstanding. These transactions are reflected within Cash flows from financing activities in our condensed consolidated statements of cash flows.
Asset-Backed Debt
As of March 31, 2023, the carrying value of our asset-backed debt was $20.8 billion. Our asset-backed debt includes Asset-Backed Notes (ABS Notes) issued to third-party investors (Investors) and loans (ABS Financing Facilities) received from banks and their conduit facilities (collectively, the Banks). Our consolidated asset-backed debt bankruptcy remote legal entities (each, an ABS Entity, or collectively, the ABS Entities) issue the debt or are otherwise party to the transaction documentation in connection with our asset-backed debt transactions. Under the terms of our asset-backed debt, Cellco Partnership (Cellco), a wholly-owned subsidiary of the Company, and certain other Company affiliates (collectively, the Originators) transfer device payment plan agreement receivables and certain other receivables (collectively referred to as certain receivables) to one of the ABS Entities, which in turn transfers such receivables to another ABS Entity that issues the debt. Verizon entities retain the equity interests and residual interests, as applicable, in the ABS Entities, which represent the rights to all funds not needed to make required payments on the asset-backed debt and other related payments and expenses.
Our asset-backed debt is secured by the transferred receivables and future collections on such receivables. These receivables transferred to the ABS Entities and related assets, consisting primarily of restricted cash, will only be available for payment of asset-backed debt and expenses related thereto, payments to the Originators in respect of additional transfers of certain receivables, and other obligations arising from our asset-backed debt transactions, and will not be available to pay other obligations or claims of Verizon’s creditors until the associated asset-backed debt and other obligations are satisfied. The Investors or Banks, as applicable, which hold our asset-backed debt have legal recourse to the assets securing the debt, but do not have any recourse to Verizon with respect to the payment of principal and interest on the debt. Under a parent support agreement, the Company has agreed to guarantee certain of the payment obligations of Cellco and the Originators to the ABS Entities.
Cash collections on the receivables collateralizing our asset-backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.
Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued is included in Debt maturing within one year and Long-term debt in our condensed consolidated balance sheets.
ABS Notes
During the three months ended March 31, 2023, we completed the following ABS Notes transactions:
| (dollars in millions) | Interest Rates % | Expected Weighted-average Life to Maturity (in years) | Principal Amount Issued | |||||||||||
| January 2023 | ||||||||||||||
| A Senior class notes | $ | |||||||||||||
| B Junior class notes | ||||||||||||||
| C Junior class notes | ||||||||||||||
| Total | $ | |||||||||||||
13
Under the terms of each series of ABS Notes outstanding as of March 31, 2023, there is a revolving period of 18 months, two years or up to three years , as applicable, during which we may transfer additional receivables to the ABS Entity. During the three months ended March 31, 2023, we made aggregate principal repayments of $931 million on ABS Notes that have entered the amortization period, including principal payments made in connection with any clean-up redemptions.
In April 2023, we issued $1.2 billion aggregate principal amount of two series of senior and junior ABS Notes, with a blended interest rate of approximately 4.751 % and 4.911 %, through an ABS Entity. In April 2023, in connection with an optional acquisition of receivables and redemption of ABS Notes, we made a principal payment, in whole, for $104 million.
ABS Financing Facilities
In March 2023, we borrowed an additional $325 million under the loan agreements outstanding in connection with the ABS Financing Facility that we originally entered into in 2021 and previously renewed in 2022 (2021 ABS Financing Facility). The aggregate outstanding balance under the 2021 ABS Financing Facility was $8.3 billion as of March 31, 2023. In April 2023, we prepaid an aggregate of $700 million of the loan agreements outstanding in connection with the 2021 ABS Financing Facility.
In March 2023, we borrowed an additional $500 million under the loan agreement outstanding in connection with the ABS Financing Facility that we originally entered into in 2022 (2022 ABS Financing Facility). The aggregate outstanding balance under the 2022 ABS Financing Facility was $2.5 billion as of March 31, 2023.
Variable Interest Entities (VIEs)
The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore, the assets, liabilities and activities of the ABS Entities are consolidated in our financial results and are included in amounts presented on the face of our condensed consolidated balance sheets.
The assets and liabilities related to our asset-backed debt arrangements included in our condensed consolidated balance sheets were as follows:
At March 31, | At December 31, | ||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Assets | |||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Prepaid expenses and other | |||||||||||
| Other assets | |||||||||||
| Liabilities | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Debt maturing within one year | |||||||||||
| Long-term debt | |||||||||||
See Note 6 for additional information on certain receivables used to secure asset-backed debt.
Long-Term Credit Facilities
At March 31, 2023 | |||||||||||||||||||||||||||||||||||
| (dollars in millions) | Maturities | Facility Capacity | Unused Capacity | Principal Amount Outstanding | |||||||||||||||||||||||||||||||
Verizon revolving credit facility (1) | 2026 | $ | $ | $ | |||||||||||||||||||||||||||||||
Various export credit facilities (2) | 2024 - 2031 | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. The revolving credit facility provides for the issuance of letters of credit. As of March 31, 2023, there have been no drawings against the $9.5 billion revolving credit facility since its inception.
(2) During the three months ended March 31, 2023 and 2022, we drew down $515 million and $2.0 billion, respectively, from these facilities. Borrowings under certain of these facilities are amortized semi-annually in equal installments up to the applicable maturity dates. Maturities reflect maturity dates of principal amounts outstanding. Any amounts borrowed under these facilities and subsequently repaid cannot be reborrowed.
14
Non-Cash Transactions
During the three months ended March 31, 2023 and 2022, we financed, primarily through alternative financing arrangements, the purchase of approximately $284 million and $150 million, respectively, of long-lived assets consisting primarily of network equipment. As of March 31, 2023 and December 31, 2022, $1.9 billion and $1.7 billion, respectively, relating to these financing arrangements, including those entered into in prior years and liabilities assumed through acquisitions, remained outstanding. These purchases are non-cash financing activities and therefore are not reflected within Capital expenditures in our condensed consolidated statements of cash flows.
Net Debt Extinguishment Gains (Losses)
During the three months ended March 31, 2023, we recorded debt extinguishment gains of $70 million. During the three months ended March 31, 2022, we recorded debt extinguishment losses of $1.2 billion. The gains and losses are recorded in Other income (expense), net in our condensed consolidated statements of income. The total gains and losses are reflected within Other, net cash flow from operating activities, and the portion of the gains and losses representing cash payments are reflected within Other, net cash flow from financing activities in our condensed consolidated statements of cash flows.
Guarantees
We guarantee the debentures of our operating telephone company subsidiaries. As of March 31, 2023, $614 million aggregate principal amount of these obligations remained outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the operating telephone company no longer being a wholly-owned subsidiary of the Company.
Debt Covenants
We and our consolidated subsidiaries are in compliance with all of our restrictive covenants in our debt agreements.
| Note 6. Device Payment Plan Agreement and Wireless Service Receivables | ||
The following table presents information about accounts receivable, net of allowances, recorded in our condensed consolidated balance sheet:
| At March 31, 2023 | |||||||||||||||||||||||
| (dollars in millions) | Device payment plan agreement | Wireless service | Other receivables(1) | Total | |||||||||||||||||||
| Accounts receivable | $ | $ | $ | $ | |||||||||||||||||||
| Less Allowance for credit losses | |||||||||||||||||||||||
| Accounts receivable, net of allowance | $ | $ | $ | $ | |||||||||||||||||||
(1) Other receivables primarily include wireline receivables and other receivables, the allowances for which are individually insignificant.
Included in Other assets and Accounts receivable at March 31, 2023 and December 31, 2022, are net device payment plan agreement receivables and net wireless service receivables of $25.1 billion and $23.6 billion, respectively, which have been transferred to ABS Entities and continue to be reported in our condensed consolidated balance sheets. See Note 5 for additional information. We believe the carrying value of these receivables approximate their fair value using a Level 3 expected cash flow model.
Under the Verizon device payment program, our eligible wireless customers purchase wireless devices under a device payment plan agreement. Customers that activate service on devices purchased under the device payment program pay lower service fees as compared to those under our fixed-term service plans, and their device payment plan charge is included on their wireless monthly bill. We no longer offer Consumer customers new fixed-term, subsidized service plans for devices; however, we continue to offer subsidized plans to our Business customers. We also continue to service existing plans for customers who have not yet purchased and activated devices under the Verizon device payment program.
15
Wireless Device Payment Plan Agreement Receivables
The following table displays device payment plan agreement receivables, net, recognized in our condensed consolidated balance sheets:
| At March 31, | At December 31, | ||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Device payment plan agreement receivables, gross | $ | $ | |||||||||
| Unamortized imputed interest | ( | ( | |||||||||
| Device payment plan agreement receivables, at amortized cost | |||||||||||
Allowance (1) | ( | ( | |||||||||
| Device payment plan agreement receivables, net | $ | $ | |||||||||
| Classified in our condensed consolidated balance sheets: | |||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Other assets | |||||||||||
| Device payment plan agreement receivables, net | $ | $ | |||||||||
For indirect channel wireless contracts with customers, we impute risk adjusted interest on the device payment plan agreement receivables. We record the imputed interest as a reduction to the related accounts receivable. The associated interest income, which is included within Service revenues and other in our condensed consolidated statements of income, is recognized over the financed device payment term.
Promotions
In connection with certain device payment plan agreements, we may offer a promotion to allow our customers to upgrade to a new device after paying down a certain specified portion of the required device payment plan agreement amount as well as trading in their device in good working order. When a customer enters into a device payment plan agreement with the right to upgrade to a new device, we account for this trade-in right as a guarantee obligation. We recognize a liability measured at fair value for the customer’s right to trade in the device which is determined by considering several factors, including the weighted-average selling prices obtained in recent resales of similar devices eligible for trade-in. At March 31, 2023 and December 31, 2022, the amount of the guarantee liability was insignificant and $54 million, respectively.
We may offer certain promotions that allow a customer to trade in their owned device in connection with the purchase of a new device. Under these types of promotions, the customer receives a credit for the value of the trade-in device. At March 31, 2023 and December 31, 2022, the amount of trade-in liability was $527 million and $562 million, respectively.
In addition, we may provide the customer with additional future billing credits that will be applied against the customer’s monthly bill as long as service is maintained. These future billing credits are accounted for as consideration payable to a customer and are included in the determination of total transaction price, resulting in a contract liability.
Device payment plan agreement receivables, net, does not reflect the trade-in liability, additional future credits or the guarantee liability.
Origination of Device Payment Plan Agreements
When originating device payment plan agreements, we use internal and external data sources to create a credit risk score to measure the credit quality of a customer and to determine eligibility for the device payment program. Verizon’s experience has been that the payment attributes of longer tenured customers are highly predictive for estimating their reliability to make future payments. Customers with longer tenures tend to exhibit similar risk characteristics to other customers with longer tenures, and receivables due from customers with longer tenures tend to perform better than receivables from customers that have not previously been Verizon customers. As a result of this experience, we make initial lending decisions based upon whether the customers are "established customers" or "short-tenured customers." If a Consumer customer has been a customer for 45 days or more, or if a Business customer has been a customer for 12 months or more, the customer is considered an "established customer." For established customers, the credit decision and ongoing credit monitoring processes rely on a combination of internal and external data sources. If a Consumer customer has been a customer less than 45 days, or a Business customer has been a customer for less than 12 months, the customer is considered a "short-tenured customer." For short-tenured customers, the credit decision and credit monitoring processes rely more heavily on external data sources.
Available external credit data from credit reporting agencies along with internal data are used to create custom credit risk scores for Consumer customers. The custom credit risk score is generated automatically from the applicant’s credit data using proprietary custom credit models. The credit risk score measures the likelihood that the potential customer will become severely delinquent and be disconnected for non-payment. For a small portion of short-tenured customer applications, a traditional credit report is not available from one of the national credit reporting agencies because the potential customer does not have sufficient
16
credit history. In those instances, alternative credit data is used for the risk assessment. For Business customers, we also verify the existence of the business with external data sources.
Based on the custom credit risk score, we assign each customer a credit class, each of which has specified offers of credit. This includes an account level spending limit and a maximum amount of credit allowed per device for Consumer customers or a required down payment percentage for Business customers.
Credit Quality Information
Subsequent to origination, we assess indicators for the quality of our wireless device payment plan agreement portfolio using two models, one for new customers and one for existing customers. The model for new customers pools all Consumer and Business wireless customers based on less than 210 days as "new customers." The model for existing customers pools all Consumer and Business wireless customers based on 210 days or more as "existing customers."
The following table presents device payment plan agreement receivables, at amortized cost, and gross write-offs recorded, as of and for the three months ended March 31, 2023, by credit quality indicator and year of origination:
Year of Origination(1) | |||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | 2021 and prior | Total | |||||||||||||||||||||||||
| Device payment plan agreement receivables, at amortized cost | |||||||||||||||||||||||||||||
| New customers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Existing customers | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Gross write-offs | |||||||||||||||||||||||||||||
| New customers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Existing customers | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) Includes accounts that have been suspended at a point in time.
The data presented in the table above was last updated on March 31, 2023.
We assess indicators for the quality of our wireless service receivables portfolio as one overall pool. The following table presents wireless service receivables, at amortized cost, and gross write-offs recorded, as of and for the three months ended March 31, 2023, by year of origination:
| Year of Origination | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 and prior | Total | ||||||||||||||||||||
| Wireless service receivables, at amortized cost | $ | $ | $ | ||||||||||||||||||||
| Gross Write-offs | |||||||||||||||||||||||
The data presented in the table above was last updated on March 31, 2023.
Allowance for Credit Losses
The credit quality indicators are used in determining the estimated amount and the timing of expected credit losses for the device payment plan agreement and wireless service receivables portfolios.
For device payment plan agreement receivables, we record bad debt expense based on a default and loss calculation using our proprietary loss model. The expected loss rate is determined based on customer credit scores and other qualitative factors as noted above. The loss rate is assigned individually on a customer by customer basis and the custom credit scores are then aggregated by vintage and used in our proprietary loss model to calculate the weighted-average loss rate used for determining the allowance balance.
We monitor the collectability of our wireless service receivables as one overall pool. Wireline service receivables are disaggregated and pooled by the following types of customers and related contracts: consumer, small and medium business, enterprise, public sector and wholesale. For wireless service receivables and wireline consumer and small and medium business receivables, the allowance is calculated based on a 12 month rolling average write-off balance multiplied by the average life-cycle of an account from billing to write-off. The risk of loss is assessed over the contractual life of the receivables and is adjusted based on the historical loss amounts for current and future conditions based on management’s qualitative considerations. For enterprise, public sector and wholesale wireline receivables, the allowance for credit losses is based on historical write-off experience and individual customer credit risk, if applicable.
17
Activity in the allowance for credit losses by portfolio segment of receivables was as follows:
| (dollars in millions) | Device Payment Plan Agreement Receivables(1) | Wireless Service Plan Receivables | |||||||||
| Balance at January 1, 2023 | $ | $ | |||||||||
| Current period provision for expected credit losses | |||||||||||
| Write-offs charged against the allowance | ( | ( | |||||||||
| Recoveries collected | |||||||||||
| Balance at March 31, 2023 | $ | $ | |||||||||
(1) Includes allowance for both short-term and long-term device payment plan agreement receivables.
We monitor delinquency and write-off experience based on the quality of our device payment plan agreement and wireless service receivables portfolios. The extent of our collection efforts with respect to a particular customer are based on the results of our proprietary custom internal scoring models that analyze the customer’s past performance to predict the likelihood of the customer falling further delinquent. These custom scoring models assess a number of variables, including origination characteristics, customer account history and payment patterns. Since our customers’ behaviors may be impacted by general economic conditions, we analyzed whether changes in macroeconomic conditions impact our credit loss experience and have concluded that our credit loss estimates are generally not materially impacted by reasonable and supportable forecasts of future economic conditions. Based on the score derived from these models, accounts are grouped by risk category to determine the collection strategy to be applied to such accounts. For device payment plan agreement receivables and wireless service receivables, we consider an account to be delinquent and in default status if there are unpaid charges remaining on the account on the day after the bill’s due date. The risk class determines the speed and severity of the collections effort including initiatives taken to facilitate customer payment.
The balance and aging of the device payment plan agreement receivables, at amortized cost, were as follows:
| At March 31, | |||||||||||
| (dollars in millions) | 2023 | ||||||||||
| Unbilled | $ | ||||||||||
| Billed: | |||||||||||
Current | |||||||||||
Past due | |||||||||||
| Device payment plan agreement receivables, at amortized cost | $ | ||||||||||
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| Note 7. Fair Value Measurements and Financial Instruments | ||
Recurring Fair Value Measurements
The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2023:
| (dollars in millions) | Level 1(1) | Level 2(2) | Level 3(3) | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Prepaid expenses and other: | |||||||||||||||||||||||
| Fixed income securities | $ | $ | $ | $ | |||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Foreign exchange forwards | |||||||||||||||||||||||
| Interest rate caps | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Fixed income securities | |||||||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Interest rate caps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Other current liabilities: | |||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Foreign exchange forwards | |||||||||||||||||||||||
| Interest rate caps | |||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||
| Other liabilities: | |||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Interest rate caps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Quoted prices in active markets for identical assets or liabilities.
(2)Observable inputs other than quoted prices in active markets for identical assets and liabilities.
(3)Unobservable pricing inputs in the market.
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The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:
| (dollars in millions) | Level 1(1) | Level 2(2) | Level 3(3) | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Prepaid expenses and other: | |||||||||||||||||||||||
| Fixed income securities | $ | $ | $ | $ | |||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Foreign exchange forwards | |||||||||||||||||||||||
| Interest rate caps | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Fixed income securities | |||||||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Interest rate caps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Other current liabilities: | |||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
Cross currency swaps | |||||||||||||||||||||||
Interest rate caps | |||||||||||||||||||||||
Foreign exchange forwards | |||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||
| Other liabilities: | |||||||||||||||||||||||
Interest rate swaps | |||||||||||||||||||||||
Cross currency swaps | |||||||||||||||||||||||
Interest rate caps | |||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Quoted prices in active markets for identical assets or liabilities.
(2)Observable inputs other than quoted prices in active markets for identical assets and liabilities.
(3)Unobservable pricing inputs in the market.
Certain of our equity investments do not have readily determinable fair values and are excluded from the tables above. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer and are included in Investments in unconsolidated businesses in our condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the carrying amount of our investments without readily determinable fair values was $795 million and $804 million, respectively. During the three months ended March 31, 2023, there were insignificant adjustments due to observable price changes and there were insignificant impairment charges. As of March 31, 2023, cumulative adjustments due to observable price changes and impairment charges were approximately $164 million and $88 million, respectively.
Verizon has a liability for contingent consideration related to its acquisition of TracFone, completed in November 2021. The fair value is calculated using a probability-weighted discounted cash flow model and represents a Level 3 measurement. Level 3 instruments include valuation based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. Subsequent to the Acquisition Date, at each reporting date, the contingent consideration liability is remeasured to fair value. During the three months ended March 31, 2023, we made a payment of $102 million related to the contingent consideration. See Note 3 for additional information.
Fixed income securities consist primarily of investments in municipal bonds. The valuation of the fixed income securities is based on the quoted prices for similar assets in active markets or identical assets in inactive markets or models that apply inputs from observable market data. The valuation determines that these securities are classified as Level 2.
Derivative contracts are valued using models based on readily observable market parameters for all substantial terms of our derivative contracts and thus are classified within Level 2. We use mid-market pricing for fair value measurements of our derivative instruments. Our derivative instruments are recorded on a gross basis.
We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period.
20
Fair Value of Short-term and Long-term Debt
The fair value of our debt is determined using various methods, including quoted prices for identical debt instruments, which is a Level 1 measurement, as well as quoted prices for similar debt instruments with comparable terms and maturities, which is a Level 2 measurement.
The fair value of our short-term and long-term debt, excluding finance leases, was as follows:
| Fair Value | |||||||||||||||||||||||||||||
| (dollars in millions) | Carrying Amount | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| At December 31, 2022 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| At March 31, 2023 | |||||||||||||||||||||||||||||
Derivative Instruments
We enter into derivative transactions primarily to manage our exposure to fluctuations in foreign currency exchange rates and interest rates. We employ risk management strategies, which may include the use of a variety of derivatives including interest rate swaps, cross currency swaps, forward starting interest rate swaps, treasury rate locks, interest rate caps, swaptions and foreign exchange forwards. We do not hold derivatives for trading purposes.
The following table sets forth the notional amounts of our outstanding derivative instruments:
| At March 31, | At December 31, | ||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Interest rate swaps | $ | $ | |||||||||
| Cross currency swaps | |||||||||||
| Foreign exchange forwards | |||||||||||
The following tables summarize the activities of our designated derivatives:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Interest Rate Swaps: | |||||||||||||||||||||||
| Notional value entered into | $ | $ | |||||||||||||||||||||
| Notional value settled | |||||||||||||||||||||||
| Pre-tax loss recognized in Interest expense | ( | ||||||||||||||||||||||
| Cross Currency Swaps: | |||||||||||||||||||||||
| Notional value entered into | |||||||||||||||||||||||
| Notional value settled | |||||||||||||||||||||||
Pre-tax loss recognized in Other comprehensive income (loss) (1) | N/A | ( | |||||||||||||||||||||
Pre-tax gain on cross currency swaps recognized in Interest expense | N/A | ||||||||||||||||||||||
Pre-tax loss on hedged debt recognized in Interest expense | ( | N/A | |||||||||||||||||||||
Excluded components recognized in Other comprehensive income (loss) | ( | N/A | |||||||||||||||||||||
| Initial value of the excluded component amortized into Interest expense | N/A | ||||||||||||||||||||||
| Forward Starting Interest Rate Swaps: | |||||||||||||||||||||||
| Notional value entered into | |||||||||||||||||||||||
| Notional value settled | |||||||||||||||||||||||
Pre-tax gain recognized in Other comprehensive income (loss) | |||||||||||||||||||||||
N/A - not applicable
(1) Represents amounts recorded under the cash flow hedge model. These instruments were re-designated as fair value hedges on March 31, 2022.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Other, net Cash Flows from Operating Activities: | |||||||||||
| Cash received for settlement of interest rate swaps | $ | $ | |||||||||
| Cash paid for settlement of forward starting interest rate swaps | ( | ||||||||||
| Other, net Cash Flows from Financing Activities: | |||||||||||
| Cash paid for settlement of cross currency swaps | ( | ||||||||||
21
The following table displays the amounts recorded in Long-term debt in our condensed consolidated balance sheets related to cumulative basis adjustments for fair value hedges. The cumulative amounts exclude cumulative basis adjustments related to foreign exchange risk.
| At March 31, | At December 31, | ||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||
| Carrying amount of hedged liabilities | $ | $ | |||||||||
| Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities | ( | ( | |||||||||
| Cumulative amount of fair value hedging adjustment remaining for which hedge accounting has been discontinued | |||||||||||
Interest Rate Swaps
We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. We record the interest rate swaps at fair value in our condensed consolidated balance sheets as assets and liabilities. Changes in the fair value of the interest rate swaps are recorded to Interest expense, which are primarily offset by changes in the fair value of the hedged debt due to changes in interest rates.
Cross Currency Swaps
We have entered into cross currency swaps previously designated as cash flow hedges through March 31, 2022 to exchange our British Pound Sterling, Euro, Swiss Franc, Canadian Dollar and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses. A portion of the loss recognized in Other comprehensive income (loss) was reclassified to Interest expense to offset the related pre-tax foreign currency transaction gain or loss on the underlying hedged item.
On March 31, 2022, we elected to de-designate our cross currency swaps as cash flow hedges and re-designated these swaps as fair value hedges. For these hedges, we have elected to exclude the change in fair value of the cross currency swaps related to both time value and cross currency basis spread from the assessment of hedge effectiveness (the excluded components). The initial value of the excluded components of $1.0 billion as of March 31, 2022 will continue to be amortized into Interest expense over the remaining life of the hedging instruments. We estimate that $109 million will be amortized into Interest expense within the next 12 months.
In addition to the previously mentioned cross currency swaps, we have executed additional cross currency swaps to exchange Euro-denominated cash flows into U.S. dollars to fix our cash payments in U.S. dollars. These swaps are designated as fair value hedges. We record the cross currency swaps at fair value in our condensed consolidated balance sheets as assets and liabilities. Changes in the fair value of the cross currency swaps attributable to changes in the spot rate of the hedged item and changes in the recorded value of the hedged debt due to changes in spot rates are recorded in the same income statement line item. We present exchange gains and losses from the conversion of foreign currency denominated debt as a part of Interest expense. During the three months ended March 31, 2023, these amounts completely offset each other and no net gain or loss was recorded.
Changes in the fair value of cross currency swaps attributable to time value and cross currency basis spread are initially recorded to Other comprehensive income (loss). Unrealized gains or losses on excluded components are recorded in Other comprehensive income (loss) and are recognized into Interest expense on a systematic and rational basis through the swap accrual over the life of the hedging instrument. The amount remaining in Accumulated other comprehensive loss related to cash flow hedges on the date of transition will be reclassified to earnings when the hedged item is recognized in earnings or when it becomes probable that the forecasted transactions will not occur. During the three months ended March 31, 2023, the amortization of the initial value of the excluded component completely offset the amortization related to the amount remaining in Other comprehensive income (loss) related to cash flow hedges. See Note 9 for additional information.
Forward Starting Interest Rate Swaps
From time to time we enter into forward starting interest rate swaps designated as cash flow hedges in order to manage our exposure to interest rate changes on future forecasted transactions. We hedge our exposure to the variability in future cash flows based on the expected maturities of the related forecasted debt issuance. We recognize gains and losses resulting from interest rate movements in Other comprehensive income (loss).
Treasury Rate Locks
We have entered into treasury rate locks designated as cash flow hedges to mitigate our interest rate risk on future transactions. We recognize gains and losses resulting from interest rate movements in Other comprehensive income (loss).
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In April 2023, we entered into treasury rate locks designated as cash flow hedges for a total notional amount of $500 million.
Net Investment Hedges
We have designated certain foreign currency debt instruments as net investment hedges to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. The notional amount of Euro-denominated debt designated as a net investment hedge was €750
Undesignated Derivatives
We also have the following derivative contracts which we use as economic hedges but for which we have elected not to apply hedge accounting.
The following table summarizes the activity of our derivatives not designated in hedging relationships:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Foreign Exchange Forwards: | |||||||||||||||||||||||
| Notional value entered into | $ | $ | |||||||||||||||||||||
| Notional value settled | |||||||||||||||||||||||
Pre-tax gain (loss) recognized in Other income (expense), net | ( | ||||||||||||||||||||||
| Swaptions: | |||||||||||||||||||||||
| Notional value sold | |||||||||||||||||||||||
| Notional value settled | |||||||||||||||||||||||
| Pre-tax loss recognized in Interest expense | ( | ||||||||||||||||||||||
Foreign Exchange Forwards
We enter into British Pound Sterling and Euro foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries.
Swaptions
We enter into swaptions to achieve a targeted mix of fixed and variable rate debt.
Concentrations of Credit Risk
Financial instruments that subject us to concentrations of credit risk consist primarily of temporary cash investments, short-term and long-term investments, trade receivables, including device payment plan agreement receivables, certain notes receivable, including lease receivables, and derivative contracts.
| Note 8. Employee Benefits | ||
We maintain non-contributory defined benefit pension plans for certain employees. In addition, we maintain postretirement health care and life insurance plans for certain retirees and their dependents, which are both contributory and non-contributory, and include a limit on our share of the cost for certain current and future retirees. In accordance with our accounting policy for pension and other postretirement benefits, operating expenses include service costs associated with pension and other postretirement benefits while other credits and/or charges based on actuarial assumptions, including projected discount rates, an estimated return on plan assets, and impact from health care trend rates are reported in Other income (expense), net. These estimates are updated in the fourth quarter or upon a remeasurement event, to reflect actual return on plan assets and updated
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actuarial assumptions. The adjustment is recognized in the income statement during the fourth quarter or upon a remeasurement event pursuant to our accounting policy for the recognition of actuarial gains and losses.
Net Periodic Benefit Cost (Income)
The following table summarizes the components of net periodic benefit cost (income) related to our pension and postretirement health care and life insurance plans:
| (dollars in millions) | |||||||||||||||||||||||
| Pension | Health Care and Life | ||||||||||||||||||||||
| Three Months Ended March 31, | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost - Cost of services | $ | $ | $ | $ | |||||||||||||||||||
| Service cost - Selling, general and administrative expense | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of prior service cost (credit) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Other components | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The service cost component of net periodic benefit cost (income) is recorded in Cost of services and Selling, general and administrative expense in the condensed consolidated statements of income while the other components, including mark-to-market adjustments, if any, are recorded in Other income (expense), net.
Severance Payments
During the three months ended March 31, 2023, we paid severance benefits of $140 million. At March 31, 2023, we had a remaining severance liability of $521 million, a portion of which includes future contractual payments to separated employees.
Employer Contributions
During the three months ended March 31, 2023 and March 31, 2022, we made no 200 million to one of our qualified pension plans. There have been no significant changes with respect to the nonqualified pension and other postretirement benefit plans contributions in 2023.
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| Note 9. Equity and Accumulated Other Comprehensive Loss | ||
Equity
Changes in the components of Total equity were as follows:
| (dollars in millions, except per share amounts, and shares in thousands) | ||||||||||||||||||||||||||
| Three months ended March 31, | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||||||||||||||
| Balance at end of period | ||||||||||||||||||||||||||
| Additional Paid In Capital | ||||||||||||||||||||||||||
| Balance at beginning of period | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Balance at end of period | ||||||||||||||||||||||||||
| Retained Earnings | ||||||||||||||||||||||||||
| Balance at beginning of period | ||||||||||||||||||||||||||
| Net income attributable to Verizon | ||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Balance at end of period | ||||||||||||||||||||||||||
| Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||
| Balance at beginning of period attributable to Verizon | ( | ( | ||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||||||||||||||
| Unrealized gain on cash flow hedges | ||||||||||||||||||||||||||
| Unrealized loss on fair value hedges | ( | |||||||||||||||||||||||||
| Unrealized gain (loss) on marketable securities | ( | |||||||||||||||||||||||||
| Defined benefit pension and postretirement plans | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Balance at end of period attributable to Verizon | ( | ( | ||||||||||||||||||||||||
| Treasury Stock | ||||||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | ||||||||||||||||||||||
| Employee plans | ||||||||||||||||||||||||||
| Shareholder plans | ||||||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | ||||||||||||||||||||||
| Deferred Compensation-ESOPs and Other | ||||||||||||||||||||||||||
| Balance at beginning of period | ||||||||||||||||||||||||||
| Restricted stock equity grant | ( | |||||||||||||||||||||||||
| Amortization | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | ||||||||||||||||||||||||||
| Noncontrolling Interests | ||||||||||||||||||||||||||
| Balance at beginning of period | ||||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||||
| Distributions and other | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | ||||||||||||||||||||||||||
| Total Equity | $ | $ | ||||||||||||||||||||||||
Common Stock
Verizon did not repurchase any shares of the Company's common stock through its previously authorized share buyback program during the three months ended March 31, 2023. At March 31, 2023, the maximum number of shares that could be purchased by or on behalf of Verizon under our share buyback program was 100 million.
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Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareowner plans, including 4.1 million shares of common stock issued from Treasury stock during the three months ended March 31, 2023.
Accumulated Other Comprehensive Loss
The changes in the balances of Accumulated other comprehensive loss by component were as follows:
| (dollars in millions) | Foreign currency translation adjustments | Unrealized gain (loss) on cash flow hedges | Unrealized loss on fair value hedges | Unrealized gain (loss) on marketable securities | Defined benefit pension and postretirement plans | Total | |||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||
| Excluded components recognized in other comprehensive income | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | ||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified to net income | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||
The amounts presented above in Net other comprehensive income (loss) are net of taxes. The amounts reclassified to net income related to unrealized gain (loss) on cash flow hedges and unrealized loss on fair value hedges in the table above are included in Other income (expense), net and Interest expense in our condensed consolidated statements of income. See Note 7 for additional information. The amounts reclassified to net income related to unrealized gain (loss) on marketable securities in the table above are included in Other income (expense), net in our condensed consolidated statements of income. The amounts reclassified to net income related to defined benefit pension and postretirement plans in the table above are included in Other income (expense), net in our condensed consolidated statements of income. See Note 8 for additional information.
| Note 10. Segment Information | ||
Reportable Segments
We have two reportable segments that we operate and manage as strategic business units - Consumer and Business. We measure and evaluate our reportable segments based on segment operating income, consistent with the chief operating decision maker’s assessment of segment performance.
Our segments and their principal activities consist of the following:
| Segment | Description | |||||||
| Verizon Consumer Group | Our Consumer segment provides consumer-focused wireless and wireline communications services and products. Our wireless services are provided across one of the most extensive wireless networks in the U.S. under the Verizon brand, TracFone brands and through wholesale and other arrangements. We also provide fixed wireless access (FWA) broadband through our wireless networks. Our wireline services are provided in | |||||||
| Verizon Business Group | Our Business segment provides wireless and wireline communications services and products, including data, video and conferencing services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various IoT services and products. We also provide FWA broadband through our wireless networks. We provide these products and services to businesses, government customers and wireless and wireline carriers across the U.S. and select products and services to customers around the world. | |||||||
Our Consumer segment’s wireless and wireline products and services are available to our retail customers, as well as resellers that purchase wireless network access from us on a wholesale basis.
Our Business segment’s wireless and wireline products and services are organized by the primary customer groups targeted by these offerings. During the first quarter of 2023, Verizon reorganized the customer groups within its Business segment. Previously, this segment was comprised of four customer groups: Small and Medium Business, Global Enterprise, Public Sector and Other, and Wholesale. Following the reorganization, there are now three customer groups: Enterprise and Public Sector, Business Markets and SaaS, and Wholesale. Enterprise and Public Sector combines the customers previously included in Global Enterprise and Public Sector and Other (excluding BlueJeans and Connect customers) as well as the commercial wireline customers previously included in Small and Medium Business. Business Markets and SaaS combines the customers previously included in Small and Medium Business (excluding commercial wireline customers), the BlueJeans customers previously
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included in Global Enterprise and Public Sector and Other, and the Connect customers previously included in Public Sector and Other. The Wholesale customer group remained unchanged. Prior period operating revenue results within the Business segment have been recast for these reorganized customer groups. There was no change to the composition of our reportable segments and total segment results, nor the determination of segment profit.
Corporate and other primarily includes insurance captives, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the historical results of divested businesses and other adjustments and gains and losses that are not allocated in assessing segment performance due to their nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses from these transactions that are not individually significant are included in segment results as these items are included in the chief operating decision maker’s assessment of segment performance.
The following table provides operating financial information for our two reportable segments:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| External Operating Revenues | |||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||
Service | $ | $ | |||||||||||||||||||||
Wireless equipment | |||||||||||||||||||||||
Other(1) | |||||||||||||||||||||||
Total Consumer | |||||||||||||||||||||||
| Business | |||||||||||||||||||||||
| Enterprise and Public Sector | |||||||||||||||||||||||
| Business Markets and SaaS | |||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||
| Total Business | |||||||||||||||||||||||
| Total reportable segments | $ | $ | |||||||||||||||||||||
| Intersegment Revenues | |||||||||||||||||||||||
| Consumer | $ | $ | |||||||||||||||||||||
| Business | |||||||||||||||||||||||
| Total reportable segments | $ | $ | |||||||||||||||||||||
| Total Operating Revenues | |||||||||||||||||||||||
| Consumer | $ | $ | |||||||||||||||||||||
Business(2) | |||||||||||||||||||||||
| Total reportable segments | $ | $ | |||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Consumer | $ | $ | |||||||||||||||||||||
| Business | |||||||||||||||||||||||
| Total reportable segments | $ | $ | |||||||||||||||||||||
(1) Other revenue includes fees that partially recover the direct and indirect costs of complying with regulatory and industry obligations and programs, revenues associated with certain products included in our device protection offerings, leasing and interest when equipment is sold to the customer by an authorized agent under a device payment plan agreement.
(2) Service and other revenues and Wireless equipment revenues included in our Business segment were approximately $6.6 billion and $882 million, respectively, for the three months ended March 31, 2023, and were approximately $6.7 billion and $962 million, respectively, for the three months ended March 31, 2022.
The following table provides Fios revenue for our two reportable segments:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Consumer | $ | $ | |||||||||||||||||||||
| Business | |||||||||||||||||||||||
| Total Fios revenue | $ | $ | |||||||||||||||||||||
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The following table provides Wireless service revenue for our reportable segments and includes intersegment activity:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Consumer | $ | $ | |||||||||||||||||||||
| Business | |||||||||||||||||||||||
| Total Wireless service revenue | $ | $ | |||||||||||||||||||||
Reconciliation to Consolidated Financial Information
The reconciliation of segment operating revenues and operating income to consolidated operating revenues and operating income below includes the effects of special items that the chief operating decision maker does not consider in assessing segment performance, primarily because of their nature.
A reconciliation of the reportable segment operating revenues to consolidated operating revenues is as follows:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Total reportable segment operating revenues | $ | $ | |||||||||||||||||||||
Corporate and other | |||||||||||||||||||||||
Eliminations | ( | ( | |||||||||||||||||||||
| Total consolidated operating revenues | $ | $ | |||||||||||||||||||||
A reconciliation of the total reportable segment's operating income to consolidated income before provision for income taxes is as follows:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Total reportable segment operating income | $ | $ | |||||||||||||||||||||
Corporate and other | ( | ( | |||||||||||||||||||||
| Other components of net periodic benefit charges (Note 8) | ( | ( | |||||||||||||||||||||
| Total consolidated operating income | |||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated businesses | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income Before Provision For Income Taxes | $ | $ | |||||||||||||||||||||
No single customer accounted for more than 10% of our total operating revenues during the three months ended March 31, 2023 or 2022.
The chief operating decision maker does not review disaggregated assets on a segment basis; therefore, such information is not presented. Depreciation and amortization included in the measure of segment profitability is primarily allocated based on proportional usage, and is included within Total reportable segment operating income.
| Note 11. Additional Financial Information | ||
We maintain a voluntary supplier finance program (SFP) with a financial institution which provides certain suppliers the option, at their sole discretion, to participate in the program and sell their receivables due from Verizon to the financial institution on a non-recourse basis. The eligible suppliers negotiate the terms directly with the financial institution and we have no involvement in establishing those terms nor are we a party to these agreements.
Our payments associated with the invoices from the suppliers participating in the SFP are made to the financial institution according to the original invoice terms generally at 90 days from the invoice date and for the original invoice amount. No additional payments are exchanged between Verizon and the financial institution related to the SFP. Verizon does not pledge any assets nor provide any guarantees to the financial institution in connection with the SFP. The SFP can be terminated by Verizon or the financial institution with a 60-day notice period.
Confirmed obligations outstanding related to suppliers participating in the SFP are recorded within Accounts payable and accrued liabilities in our condensed consolidated balance sheets and the associated payments are reflected in the operating activities section of our condensed consolidated statements of cash flows. As of March 31, 2023 and December 31, 2022,
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| Note 12. Commitments and Contingencies | ||
In the ordinary course of business, Verizon is involved in various commercial litigation and regulatory proceedings at the state and federal level. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, Verizon establishes an accrual. In none of the currently pending matters is the amount of accrual material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including: (1) uncertain damage theories and demands; (2) a less than complete factual record; (3) uncertainty concerning legal theories and their resolution by courts or regulators; and (4) the unpredictable nature of the opposing party and its demands. We continuously monitor these proceedings as they develop and adjust any accrual or disclosure as needed. We do not expect that the ultimate resolution of any pending regulatory or legal matter in future periods will have a material effect on our financial condition, but it could have a material effect on our results of operations for a given reporting period.
Verizon is currently involved in approximately 25 federal district court actions alleging that Verizon is infringing various patents. Most of these cases are brought by non-practicing entities and effectively seek only monetary damages; a small number are brought by companies that have sold products and could seek injunctive relief as well. These cases have progressed to various stages and a small number may go to trial in the coming 12 months if they are not otherwise resolved.
In connection with the execution of agreements for the sales of businesses and investments, Verizon ordinarily provides representations and warranties to the purchasers pertaining to a variety of nonfinancial matters, such as ownership of the securities being sold, as well as indemnity from certain financial losses. From time to time, counterparties may make claims under these provisions, and Verizon will seek to defend against those claims and resolve them in the ordinary course of business.
As of March 31, 2023, Verizon had 25 renewable energy purchase agreements (REPAs) with third parties. Each of the REPAs is based on the expected operation of a renewable energy-generating facility and has a fixed price term of 12 to 20 years from the commencement of the facility's entry into commercial operation. The REPAs generally are expected to be financially settled based on the prevailing market price as energy is generated by the facilities.
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| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
| Overview | ||
Verizon Communications Inc. (the Company) is a holding company that, acting through its subsidiaries (together with the Company, collectively, Verizon), is one of the world’s leading providers of communications, technology, information and entertainment products and services to consumers, businesses and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control.
To compete effectively in today’s dynamic marketplace, we are focused on the capabilities of our high-performing networks to drive growth based on delivering what customers want and need in the digital world. In 2023, we are focused on maintaining the reliability and resilience of our network, retaining and growing our high-quality customer base while balancing profitability in challenging market conditions, and driving monetization of our networks, platforms and solutions. We are creating business value by earning the trust of our stakeholders, limiting our environmental impact and supporting our customer base growth while creating social benefit through our products and services. Our strategy requires significant capital investments primarily to acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our networks, invest in the fiber that supports our businesses, evolve and maintain our networks and develop and maintain significant advanced information technology systems and data system capabilities. We believe that our C-Band spectrum, together with our industry leading millimeter wave spectrum holding, fourth-generation (4G) Long-Term Evolution (LTE) network and fiber infrastructure, will drive innovative products and services and fuel our growth.
We are consistently deploying new network architecture and technologies to secure our leadership in both 4G and fifth-generation (5G) wireless networks. We expect that our next-generation multi-use platform, which we call the Intelligent Edge Network, will simplify operations by eliminating legacy network elements, speed the deployment of 5G wireless technology and create new opportunities in the business market in a cost efficient manner. Our network quality is the hallmark of our brand and the foundation for the connectivity, platforms and solutions upon which we build our competitive advantage.
Highlights of Our Financial Results for the Three Months Ended March 31, 2023 and 2022
(dollars in millions)
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Business Overview
We have two reportable segments that we operate and manage as strategic business units - Verizon Consumer Group (Consumer) and Verizon Business Group (Business).
Revenue by Segment for the Three Months Ended March 31, 2023 and 2022
———
Note: Excludes eliminations.
Verizon Consumer Group
Our Consumer segment provides consumer-focused wireless and wireline communications services and products. Our wireless services are provided across one of the most extensive wireless networks in the United States (U.S.) under the Verizon brand, TracFone Wireless, Inc. (TracFone) brands and through wholesale and other arrangements. We also provide fixed wireless access (FWA) broadband through our wireless networks. Our wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Fios. Our Consumer segment's wireless and wireline products and services are available to our retail customers, as well as resellers that purchase wireless network access from us on a wholesale basis.
Customers can obtain our wireless services on a postpaid or prepaid basis. Our postpaid service is generally billed one month in advance for a monthly access charge in return for access to and usage of network services. Our prepaid service is offered only to Consumer customers and enables individuals to obtain wireless services without credit verification by paying for all services in advance. The Consumer segment also offers several categories of wireless equipment to customers, including a variety of smartphones and other handsets, wireless-enabled internet devices, such as tablets, and other wireless-enabled connected devices, such as smart watches.
In addition to the wireless services and equipment discussed above, the Consumer segment sells residential fixed connectivity solutions, including internet, video and voice services, and wireless network access to resellers on a wholesale basis. The Consumer segment's operating revenues for the three months ended March 31, 2023 totaled $24.9 billion, representing a decrease of 1.7% compared to the similar period in 2022. See "Segment Results of Operations" for additional information regarding our Consumer segment’s operating performance and selected operating statistics.
Verizon Business Group
Our Business segment provides wireless and wireline communications services and products, including data, video and conferencing services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various Internet of Things (IoT) services and products, including solutions that support fleet tracking management, compliance management, field service management, asset tracking and other types of mobile resource management. We also provide FWA broadband through our wireless networks. We provide these products and services to businesses, government customers and wireless and wireline carriers across the U.S. and select products and services to customers around the world. The Business segment's operating revenues for the three months ended March 31, 2023 totaled $7.5 billion, representing a decrease of 2.8% compared to the similar period in 2022. See "Segment Results of Operations" for additional information regarding our Business segment’s operating performance and selected operating statistics.
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Corporate and Other
Corporate and other primarily includes insurance captives, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the historical results of divested businesses and other adjustments and gains and losses that are not allocated in assessing segment performance due to their nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses from these transactions that are not individually significant are included in segment results as these items are included in the chief operating decision maker’s assessment of segment performance. See "Consolidated Results of Operations" for additional information regarding Corporate and other results.
Capital Expenditures and Investments
We continue to invest in our wireless networks, high-speed fiber and other advanced technologies to position ourselves at the center of growth trends for the future. During the three months ended March 31, 2023, these investments included $6.0 billion for capital expenditures. See "Cash Flows Used in Investing Activities" for additional information. We have substantially completed the accelerated $10 billion capital program related to our C-Band spectrum deployment. The ongoing C-Band deployment will be funded through our capital expenditure program. Capital expenditures for 2023 are expected to be in the range of $18.25 billion to $19.25 billion. We believe that our investments aimed at expanding our portfolio of products and services will provide our customers with an efficient, reliable infrastructure for participating in the information economy.
Global Network and Technology
We are focusing our capital investment on adding capacity and density to our 4G LTE network, while also building our next generation 5G network. We are densifying our networks by utilizing macro and small cell technology, in-building solutions and distributed antenna systems. Network densification enables us to add capacity to address increasing mobile video consumption and the growing demand for IoT products and services on our 4G LTE and 5G networks. Over the past several years, we have been leading the development of 5G wireless technology industry standards and the ecosystems for fixed and mobile 5G wireless services. 5G technology enables higher throughput and lower latency than 4G LTE technology and allows our networks to handle more traffic as the number of internet-connected devices grows. In January 2022, we began rapidly deploying our C-Band spectrum, which, as of March 31, 2023, covers more than 200 million people in the U.S. We expect to continue deploying C-Band spectrum across the continental U.S. as more and more of the spectrum becomes available for our use. We use low and mid-band spectrum and dynamic spectrum sharing (DSS) technology to allow 5G service to run simultaneously with 4G LTE on multiple spectrum bands. With DSS, whenever customers move outside Verizon’s millimeter wave and C-Band coverage areas, their 5G-enabled devices will remain on 5G technology using the lower spectrum bands where this network is available. This allows us to more fully and effectively utilize our current spectrum resources to serve both 4G and 5G customers.
To compensate for the shrinking market for traditional copper-based products, we continue to build fiber-based networks supporting data, video and advanced business services - areas where demand for reliable high-speed connections is growing. In addition, we leverage our 5G network for our FWA broadband service. We are transforming the architecture of our networks into our Intelligent Edge Network, providing improved efficiency and virtualization, increased automation and opportunities for edge computing services that will support our fiber-based and radio access network technologies. We expect that this new architecture will simplify operations by eliminating legacy network elements, speed the deployment of 5G wireless technology and create new opportunities in the business market in a cost-efficient manner.
| Consolidated Results of Operations | ||
In this section, we discuss our overall results of operations and highlight special items, some of which are not included in our segment results. In "Segment Results of Operations" we review the performance of our two reportable segments in more detail.
Consolidated Operating Revenues
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Consumer | $ | 24,857 | $ | 25,292 | $ | (435) | (1.7) | % | |||||||||||||||||||||||||||||||||||||||
| Business | 7,494 | 7,709 | (215) | (2.8) | |||||||||||||||||||||||||||||||||||||||||||
| Corporate and other | 617 | 618 | (1) | (0.2) | |||||||||||||||||||||||||||||||||||||||||||
| Eliminations | (56) | (65) | 9 | (13.8) | |||||||||||||||||||||||||||||||||||||||||||
| Consolidated Operating Revenues | $ | 32,912 | $ | 33,554 | $ | (642) | (1.9) | ||||||||||||||||||||||||||||||||||||||||
Consolidated operating revenues decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to revenue decreases in our Consumer and Business segments.
Revenues for our segments are discussed separately below under the heading "Segment Results of Operations."
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Consolidated Operating Expenses
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of services | $ | 7,078 | $ | 7,227 | $ | (149) | (2.1) | % | |||||||||||||||||||||||||||||||||||||||
| Cost of wireless equipment | 6,426 | 7,123 | (697) | (9.8) | |||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | 7,506 | 7,172 | 334 | 4.7 | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 4,318 | 4,236 | 82 | 1.9 | |||||||||||||||||||||||||||||||||||||||||||
| Consolidated Operating Expenses | $ | 25,328 | $ | 25,758 | $ | (430) | (1.7) | ||||||||||||||||||||||||||||||||||||||||
Operating expenses for our segments are discussed separately below under the heading "Segment Results of Operations."
Cost of Services
Cost of services includes the following costs directly attributable to a service: salaries and wages, benefits, materials and supplies, content costs, contracted services, network access and transport costs, customer provisioning costs, computer systems support, costs to support our outsourcing contracts and technical facilities and traffic acquisition costs. Aggregate customer service costs, which include billing and service provisioning, are allocated between Cost of services and Selling, general and administrative expense.
Cost of services decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $120 million in access costs primarily due to ongoing efforts to migrate off network subscribers to the Verizon network, which was accelerated by the shutdown of our competitors' third-generation (3G) networks;
•a decrease of $87 million in digital content costs primarily due to offerings that occurred in 2022 that did not reoccur;
•a decrease of $87 million in other direct costs related to professional services; and
•an increase of $137 million in regulatory costs related to a higher Federal Universal Service Fund (FUSF) rate.
Cost of Wireless Equipment
Cost of wireless equipment decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $807 million driven by a lower volume of wireless devices sold primarily related to fewer phone upgrades; and
•an increase of $110 million due to a shift to higher priced equipment in the mix of wireless devices sold.
Selling, General and Administrative Expense
Selling, general and administrative expense includes salaries and wages and benefits not directly attributable to a service or product, the provision for credit losses, taxes other than income taxes, advertising and sales commission costs, call center and information technology costs, regulatory fees, professional service fees and rent and utilities for administrative space. Also included is a portion of the aggregate customer care costs as discussed above in "Cost of Services."
Selling, general and administrative expense increased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•an increase of $202 million in the provision for credit losses resulting from additional bad debt reserves as collections return to pre-pandemic levels;
•an increase of $55 million in advertising costs related to marketing;
•an increase of $45 million in personnel costs primarily driven by third-party employee costs due to contracted services as well as an increase in sales commission expenses;
•an increase of $43 million in data and network systems related to information technology contracts; and
•a decrease of $49 million primarily driven by regulatory surcharges.
Depreciation and Amortization Expense
Depreciation and amortization expense increased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to the change in the mix of net depreciable and amortizable assets, including acquisition-related intangible assets, as well as the deployment of the C-Band network.
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Other Consolidated Results
Other Income (Expense), Net
Additional information relating to Other income (expense), net is as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 75 | $ | 10 | $ | 65 | nm | ||||||||||||||||||||||||||||||||||||||||
| Other components of net periodic benefit income | 13 | 299 | (286) | (95.7) | % | ||||||||||||||||||||||||||||||||||||||||||
| Net debt extinguishment gains (losses) | 70 | (1,231) | 1,301 | nm | |||||||||||||||||||||||||||||||||||||||||||
| Other, net | (44) | (2) | (42) | nm | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 114 | $ | (924) | $ | 1,038 | nm | ||||||||||||||||||||||||||||||||||||||||
nm - not meaningful
Other income (expense), net, reflects certain items not directly related to our core operations, including interest income, gains and losses from non-operating asset dispositions, debt extinguishment costs, components of net periodic pension and postretirement benefit cost and income and certain foreign exchange gains and losses.
Other income (expense), net changed during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to net debt extinguishment gains of $70 million related to open market repurchases of various Company notes in 2023, compared with losses of $1.2 billion primarily related to tender offers in 2022.
Interest Expense
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Total interest costs on debt balances | $ | 1,748 | $ | 1,308 | $ | 440 | 33.6 | % | |||||||||||||||||||||||||||||||||||||||
| Less capitalized interest costs | 541 | 522 | 19 | 3.6 | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,207 | $ | 786 | $ | 421 | 53.6 | ||||||||||||||||||||||||||||||||||||||||
Average debt outstanding (1) (3) | $ | 151,493 | $ | 153,502 | |||||||||||||||||||||||||||||||||||||||||||
Effective interest rate (2) (3) | 4.6 | % | 3.4 | % | |||||||||||||||||||||||||||||||||||||||||||
(1)The average debt outstanding is a financial measure and is calculated by applying a simple average of prior months end balances of total short-term and long-term debt, net of discounts, premiums and unamortized debt issuance costs.
(2)The effective interest rate is the rate of actual interest incurred on debt. It is calculated by dividing the total interest costs on debt balances by the average debt outstanding.
(3)We believe that this measure is useful to management, investors and other users of our financial information in evaluating our debt financing cost and trends in our debt leverage management.
Total interest expense increased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to an increase in interest costs due to higher average interest rates, partially offset by lower average debt balances.
Provision for Income Taxes
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 1,482 | $ | 1,372 | $ | 110 | 8.0 | % | |||||||||||||||||||||||||||||||||||||||
| Effective income tax rate | 22.8 | % | 22.6 | % | |||||||||||||||||||||||||||||||||||||||||||
The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. The increase in the provision for income taxes during the three months ended March 31, 2023, compared to the similar period in 2022, was primarily due to the increase in income before income taxes in the current period. The effective income tax rate during the three months ended March 31, 2023 is comparable to the similar period in 2022.
Unrecognized Tax Benefits
Unrecognized tax benefits were $2.7 billion and $2.8 billion at March 31, 2023 and December 31, 2022, respectively. Interest and penalties related to unrecognized tax benefits were $529 million (after-tax) and $544 million (after-tax) at March 31, 2023 and December 31, 2022, respectively. The decrease in unrecognized tax benefits was primarily due to lapses of statutes of limitations in the current period.
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Verizon and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. As a large taxpayer, we are under audit by the Internal Revenue Service and multiple state and foreign jurisdictions for various open tax years. It is reasonably possible that the amount of the liability for unrecognized tax benefits could change by a significant amount in the next twelve months. An estimate of the range of the possible change cannot be made until these tax matters are further developed or resolved.
Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA
Consolidated earnings before interest, taxes, depreciation and amortization expense (Consolidated EBITDA) and Consolidated Adjusted EBITDA, which are presented below, are non-generally accepted accounting principles (GAAP) measures that we believe are useful to management, investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as they exclude the depreciation and amortization expense related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to Verizon’s competitors. Consolidated EBITDA is calculated by adding back interest, taxes, depreciation and amortization expense to net income.
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, as well as the effect of certain special items. We believe that this measure is useful 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 is widely 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. See "Special Items" for additional 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.
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Consolidated Net Income | $ | 5,018 | $ | 4,711 | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Provision for income taxes | 1,482 | 1,372 | |||||||||||||||||||||
Interest expense | 1,207 | 786 | |||||||||||||||||||||
Depreciation and amortization expense (1) | 4,318 | 4,236 | |||||||||||||||||||||
| Consolidated EBITDA | $ | 12,025 | $ | 11,105 | |||||||||||||||||||
| Add (Less): | |||||||||||||||||||||||
Other (income) expense, net (2) | $ | (114) | $ | 924 | |||||||||||||||||||
| Equity in (earnings) losses of unconsolidated businesses | (9) | 3 | |||||||||||||||||||||
| Consolidated Adjusted EBITDA | $ | 11,902 | $ | 12,032 | |||||||||||||||||||
(1) Includes Amortization of acquisition-related intangible assets, which were $208 million and $238 million during the three months ended March 31, 2023 and 2022, respectively. See "Special Items" for additional information.
(2) Includes Early debt redemption costs, which were $1.2 billion during the three months ended March 31, 2022. See "Special Items" and "Other Income (Expense), Net" for additional information.
The changes in Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA in the table above during the three months ended March 31, 2023, compared to the similar period in 2022, were primarily a result of the factors described in connection with operating revenues and operating expenses.
| Segment Results of Operations | ||
We have two reportable segments that we operate and manage as strategic business units - Consumer and Business. We measure and evaluate our segments based on segment operating income. The use of segment operating income is consistent with the chief operating decision maker’s assessment of segment performance.
To aid in the understanding of segment performance as it relates to segment operating income, management uses the following operating statistics to evaluate the overall effectiveness of our segments. We believe these operating statistics are useful to
35
investors and other users of our financial information because they provide additional insight into drivers of our segments’ operating results, key trends and performance relative to our peers. These operating statistics may be determined or calculated differently by other companies and may not be directly comparable to those statistics of other companies.
Wireless retail connections are retail customer device postpaid and prepaid connections as of the end of the period. Retail connections under an account may include those from smartphones and basic phones (collectively, phones), postpaid and prepaid FWA, as well as tablets and other internet devices, wearables and retail IoT devices. Wireless retail connections are calculated by adding total retail postpaid and prepaid new connections in the period to prior period retail connections, and subtracting total retail postpaid and prepaid disconnects in the period.
Wireless retail postpaid connections are retail postpaid customer device connections as of the end of the period. Retail postpaid connections under an account may include those from phones, postpaid FWA, as well as tablets and other internet devices, wearables and retail IoT devices. Wireless retail postpaid connections are calculated by adding retail postpaid new connections in the period to prior period retail postpaid connections, and subtracting retail postpaid disconnects in the period.
Wireless retail prepaid connections are retail prepaid customer device connections as of the end of the period. Retail prepaid connections may include those from phones, prepaid FWA, as well as tablets and other internet devices, and wearables. Wireless retail prepaid connections are calculated by adding retail prepaid new connections in the period to prior period retail prepaid connections, and subtracting retail prepaid disconnects in the period.
Fios internet connections are the total number of connections to the internet using Fios internet services as of the end of the period. Fios internet connections are calculated by adding Fios internet new connections in the period to prior period Fios internet connections, and subtracting Fios internet disconnects in the period.
Fios video connections are the total number of connections to traditional linear video programming using Fios video services as of the end of the period. Fios video connections are calculated by adding Fios video net additions in the period to prior period Fios video connections. Fios video net additions are calculated by subtracting the Fios video disconnects from the Fios video new connections.
Total broadband connections are the total number of connections to the internet using Fios internet services, Digital Subscriber Line (DSL), and postpaid, prepaid and IoT FWA as of the end of the period. Total broadband connections are calculated by adding total broadband connections, net additions in the period to prior period total broadband connections.
Wireless retail connections, net additions are the total number of additional retail customer device postpaid and prepaid connections, less the number of device disconnects in the period. Wireless retail connections, net additions in each period presented are calculated by subtracting the total retail postpaid and prepaid disconnects, net of certain adjustments, from the total retail postpaid and prepaid new connections in the period.
Wireless retail postpaid connections, net additions are the total number of additional retail customer device postpaid connections, less the number of device disconnects in the period. Wireless retail postpaid connections, net additions in each period presented are calculated by subtracting the retail postpaid disconnects, net of certain adjustments, from the retail postpaid new connections in the period.
Wireless retail prepaid connections, net additions are the total number of additional retail customer device prepaid connections, less the number of device disconnects in the period. Wireless retail prepaid connections, net additions in each period presented are calculated by subtracting the retail prepaid disconnects, net of certain adjustments, from the retail prepaid new connections in the period.
Wireless retail postpaid phone connections, net additions are the total number of additional retail customer postpaid phone connections, less the number of phone disconnects in the period. Wireless retail postpaid phone connections, net additions in each period presented are calculated by subtracting the retail postpaid phone disconnects, net of certain adjustments, from the retail postpaid phone new connections in the period.
Total broadband connections, net additions are the total number of additional total broadband connections, less the number of total broadband disconnects in the period. Total broadband connections, net additions in each period presented are calculated by subtracting the total broadband disconnects, net of certain adjustments, from the total broadband new connections in the period.
Wireless Churn is the rate at which service to retail, retail postpaid, or retail postpaid phone connections is terminated on average in the period. The churn rate in each period presented is calculated by dividing retail disconnects, retail postpaid disconnects, or retail postpaid phone disconnects by the average retail connections, average retail postpaid connections, or average retail postpaid phone connections, respectively, in the period.
Wireless retail postpaid ARPA is the calculated average retail postpaid service revenue per account (ARPA) from retail postpaid accounts in the period. Wireless retail postpaid service revenue does not include recurring device payment plan billings related to the Verizon device payment program, plan billings related to device warranty and insurance or regulatory fees. Wireless retail
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postpaid ARPA in each period presented is calculated by dividing retail postpaid service revenue by the average retail postpaid accounts in the period.
Wireless retail postpaid accounts are wireless retail customers that are directly served and managed under the Verizon brand and use its services as of the end of the period. Accounts include unlimited plans, shared data plans and corporate accounts, as well as legacy single connection plans and multi-connection family plans. A single account may include monthly wireless services for a variety of connected devices. Wireless retail postpaid accounts are calculated by adding retail postpaid new accounts to the prior period retail postpaid accounts.
Wireless retail postpaid connections per account is the calculated average number of retail postpaid connections per retail postpaid account as of the end of the period. Wireless retail postpaid connections per account is calculated by dividing the total number of retail postpaid connections by the number of retail postpaid accounts as of the end of the period.
Segment operating income margin reflects the profitability of the segment as a percentage of revenue. Segment operating income margin is calculated by dividing total segment operating income by total segment operating revenues.
Segment earnings before interest, taxes, depreciation and amortization (Segment EBITDA), which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as it excludes the depreciation and amortization expense related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to our competitors. Segment EBITDA is calculated by adding back depreciation and amortization expense to segment operating income (loss). Segment EBITDA margin is calculated by dividing Segment EBITDA by total segment operating revenues. See Note 10 to the condensed consolidated financial statements for additional information.
Verizon Consumer Group
Our Consumer segment provides consumer-focused wireless and wireline communications services and products. Our wireless services are provided across one of the most extensive wireless networks in the U.S. under the Verizon brand, TracFone brands and through wholesale and other arrangements. We also provide FWA broadband through our wireless networks. Our wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Fios.
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Operating Revenues and Selected Operating Statistics
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions, except ARPA) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Service | $ | 18,456 | $ | 18,126 | $ | 330 | 1.8% | ||||||||||||||||||||||||||||||||||||||||
| Wireless equipment | 4,878 | 5,374 | (496) | (9.2) | |||||||||||||||||||||||||||||||||||||||||||
| Other | 1,523 | 1,792 | (269) | (15.0) | |||||||||||||||||||||||||||||||||||||||||||
| Total Operating Revenues | $ | 24,857 | $ | 25,292 | $ | (435) | (1.7) | ||||||||||||||||||||||||||||||||||||||||
Connections (‘000):(1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid | 92,192 | 91,414 | 778 | 0.9 | |||||||||||||||||||||||||||||||||||||||||||
| Wireless retail prepaid | 22,331 | 23,772 | (1,441) | (6.1) | |||||||||||||||||||||||||||||||||||||||||||
| Total wireless retail | 114,523 | 115,186 | (663) | (0.6) | |||||||||||||||||||||||||||||||||||||||||||
| Fios internet | 6,803 | 6,596 | 207 | 3.1 | |||||||||||||||||||||||||||||||||||||||||||
| Fios video | 3,160 | 3,495 | (335) | (9.6) | |||||||||||||||||||||||||||||||||||||||||||
| Total broadband | 8,202 | 7,141 | 1,061 | 14.9 | |||||||||||||||||||||||||||||||||||||||||||
| Net Additions in Period (‘000): | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid | 321 | (126) | 447 | nm | |||||||||||||||||||||||||||||||||||||||||||
| Wireless retail prepaid | (351) | (80) | (271) | nm | |||||||||||||||||||||||||||||||||||||||||||
| Total wireless retail | (30) | (206) | 176 | 85.4 | |||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid phones | (263) | (292) | 29 | 9.9 | |||||||||||||||||||||||||||||||||||||||||||
| Total broadband | 302 | 149 | 153 | nm | |||||||||||||||||||||||||||||||||||||||||||
| Churn Rate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail | 1.69 | % | 1.51 | % | |||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid | 1.05 | % | 0.95 | % | |||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid phones | 0.84 | % | 0.77 | % | |||||||||||||||||||||||||||||||||||||||||||
| Account Statistics: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid ARPA | $ | 130.06 | $ | 123.96 | $ | 6.10 | 4.9 | ||||||||||||||||||||||||||||||||||||||||
Wireless retail postpaid accounts (‘000) (1) | 33,034 | 33,514 | (480) | (1.4) | |||||||||||||||||||||||||||||||||||||||||||
Wireless retail postpaid connections per account (1) | 2.79 | 2.73 | 0.06 | 2.2 | |||||||||||||||||||||||||||||||||||||||||||
(1)As of end of period
Where applicable, the operating results reflect certain adjustments, including those related to migration activity among different types of devices and plans, customer profile changes, and adjustments in connection with mergers, acquisitions and divestitures.
nm - not meaningful
Consumer’s total operating revenues decreased during the three months ended March 31, 2023, compared to the similar period in 2022, as a result of decreases in Wireless equipment and Other revenues, partially offset by an increase in Service revenue.
Service Revenue
Service revenue increased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily driven by an increase in wireless service revenue.
Wireless service revenue increased $382 million during the three months ended March 31, 2023 primarily due to:
•an increase of $369 million in access revenues related to our postpaid plans primarily driven by the pricing actions implemented in the second half of 2022; a larger allocation of administrative and telco recovery charges, which partly recover network operating costs, to Wireless service revenue from Other revenue; an increase in our FWA subscriber base; and the inclusion of mobile security products in certain device protection packages such that a larger amount of the overall device protection revenue is recognized in Service revenue. These increases were partially offset by the amortization of wireless equipment sales promotions;
•an increase of $72 million in non-retail service revenue;
•an increase of $71 million in TravelPass revenue related to an increase in customer international travel; and
•a decrease of $125 million in prepaid revenue primarily due to a decrease in subscriber base related to TracFone.
For both the three months ended March 31, 2023 and 2022, Fios service revenue totaled $2.7 billion and remained relatively flat.
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Wireless Equipment Revenue
Wireless equipment revenue decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $751 million driven by a lower volume of wireless devices sold primarily related to fewer phone upgrades; and
•an increase of $256 million related to a shift to higher priced equipment in the mix of wireless devices sold.
Other Revenue
Other revenue includes fees that partially recover the direct and indirect costs of complying with regulatory and industry obligations and programs, revenues associated with certain products included in our device protection offerings, leasing and interest when equipment is sold to the customer by an authorized agent under a device payment plan agreement.
Other revenue decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $287 million in revenue primarily related to a larger allocation of administrative and telco recovery charges, which partly recover network operating costs, to Wireless service revenue from Other revenue;
•a decrease of $50 million in device protection revenue primarily related to an update to the device protection offering which increased the price of the bundled offering and changed the product mix such that a smaller amount of the overall device protection revenue is recognized in Other Revenue; and
•an increase of $102 million primarily related to a higher FUSF rate along with resulting surcharges.
Operating Expenses
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of services | $ | 4,432 | $ | 4,446 | $ | (14) | (0.3) | % | |||||||||||||||||||||||||||||||||||||||
| Cost of wireless equipment | 5,191 | 5,813 | (622) | (10.7) | |||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | 4,921 | 4,552 | 369 | 8.1 | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 3,214 | 3,162 | 52 | 1.6 | |||||||||||||||||||||||||||||||||||||||||||
| Total Operating Expenses | $ | 17,758 | $ | 17,973 | $ | (215) | (1.2) | ||||||||||||||||||||||||||||||||||||||||
Cost of Services
Cost of services decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $131 million in access costs primarily due to ongoing efforts to migrate off network subscribers to the Verizon network, which was accelerated by the shutdown of our competitors' 3G networks;
•a decrease of $70 million in digital content costs primarily due to offerings that occurred in 2022 that did not reoccur;
•an increase of $98 million in regulatory costs related to a higher FUSF rate;
•an increase of $54 million in personnel costs mainly driven by valuation assumption changes in connection with certain post-employment benefits, partially offset by a decrease in third-party employee costs from contracted services; and
•an increase of $30 million in rent and lease expense primarily driven by new leases and lease modifications related to the deployment of C-Band.
Cost of Wireless Equipment
Cost of wireless equipment decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $690 million driven by a lower volume of wireless devices sold primarily related to fewer phone upgrades; and
•an increase of $69 million related to a shift to higher priced equipment in the mix of wireless devices sold.
Selling, General and Administrative Expense
Selling, general and administrative expense increased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•an increase of $179 million in the provision for credit losses resulting from additional bad debt reserves as collections return to pre-pandemic levels;
•an increase of $123 million in personnel costs primarily related to third-party employee costs due to contracted services as well as an increase in sales commission expenses; and
•an increase of $75 million in advertising costs related to marketing.
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Depreciation and Amortization Expense
Depreciation and amortization expense increased during the three months ended March 31, 2023, compared to the similar period in 2022, driven by the change in the mix of total Verizon depreciable and amortizable assets and Consumer's usage of those assets.
Segment Operating Income and EBITDA
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income | $ | 7,099 | $ | 7,319 | $ | (220) | (3.0) | % | |||||||||||||||||||||||||||||||||||||||
Add Depreciation and amortization expense | 3,214 | 3,162 | 52 | 1.6 | |||||||||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | 10,313 | $ | 10,481 | $ | (168) | (1.6) | ||||||||||||||||||||||||||||||||||||||||
| Segment operating income margin | 28.6 | % | 28.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Segment EBITDA margin | 41.5 | % | 41.4 | % | |||||||||||||||||||||||||||||||||||||||||||
The changes in the table above during the three months ended March 31, 2023, compared to the similar period in 2022, were primarily a result of the factors described in connection with operating revenues and operating expenses.
Verizon Business Group
Our Business segment provides wireless and wireline communications services and products, including data, video and conferencing services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various IoT services and products. We also provide FWA broadband through our wireless networks. We provide these products and services to businesses, government customers and wireless and wireline carriers across the U.S. and select products and services to customers around the world.
During the first quarter of 2023, Verizon reorganized the customer groups within its Business segment. Previously, this segment was comprised of four customer groups: Small and Medium Business, Global Enterprise, Public Sector and Other, and Wholesale. Following the reorganization, there are now three customer groups: Enterprise and Public Sector, Business Markets and Software as a Service (SaaS), and Wholesale. Enterprise and Public Sector combines the customers previously included in Global Enterprise and Public Sector and Other (excluding BlueJeans and Connect) as well as the commercial wireline customers previously included in Small and Medium Business. Business Markets and SaaS combines the customers previously included in Small and Medium Business (excluding commercial wireline customers), the BlueJeans customers previously included in Global Enterprise and Public Sector and Other, and the Connect customers previously included in Public Sector and Other. The Wholesale customer group remained unchanged. Prior period operating revenue results within the Business segment have been recast for these reorganized customer groups. There was no change to the composition of our reportable segments and total segment results, nor the determination of segment profit.
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Operating Revenues and Selected Operating Statistics
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Enterprise and Public Sector | $ | 3,787 | $ | 3,978 | $ | (191) | (4.8) | % | |||||||||||||||||||||||||||||||||||||||
| Business Markets and SaaS | 3,104 | 3,076 | 28 | 0.9 | |||||||||||||||||||||||||||||||||||||||||||
| Wholesale | 603 | 655 | (52) | (7.9) | |||||||||||||||||||||||||||||||||||||||||||
Total Operating Revenues(1) | $ | 7,494 | $ | 7,709 | $ | (215) | (2.8) | ||||||||||||||||||||||||||||||||||||||||
Connections (‘000):(2) | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid | 28,820 | 27,809 | 1,011 | 3.6 | |||||||||||||||||||||||||||||||||||||||||||
| Fios internet | 377 | 361 | 16 | 4.4 | |||||||||||||||||||||||||||||||||||||||||||
| Fios video | 65 | 71 | (6) | (8.5) | |||||||||||||||||||||||||||||||||||||||||||
| Total broadband | 1,192 | 692 | 500 | 72.3 | |||||||||||||||||||||||||||||||||||||||||||
| Net Additions in Period (‘000): | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid | 312 | 395 | (83) | (21.0) | |||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid phones | 136 | 256 | (120) | (46.9) | |||||||||||||||||||||||||||||||||||||||||||
| Total broadband | 135 | 80 | 55 | 68.8 | |||||||||||||||||||||||||||||||||||||||||||
| Churn Rate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid | 1.50% | 1.34% | |||||||||||||||||||||||||||||||||||||||||||||
| Wireless retail postpaid phones | 1.16% | 1.06% | |||||||||||||||||||||||||||||||||||||||||||||
(1)Service and other revenues included in our Business segment were approximately $6.6 billion and $6.7 billion for the three months ended March 31, 2023 and 2022, respectively. Wireless equipment revenues included in our Business segment were approximately $882 million and $962 million for the three months ended March 31, 2023 and 2022, respectively.
(2)As of end of period
Where applicable, the operating results reflect certain adjustments, including those related to migration activity among different types of devices and plans, customer profile changes, and adjustments in connection with mergers, acquisitions and divestitures.
Business’s total operating revenues decreased during the three months ended March 31, 2023, compared to the similar period in 2022, as a result of decreases in Enterprise and Public Sector and Wholesale revenues, partially offset by an increase in Business Markets and SaaS revenue.
Enterprise and Public Sector
Enterprise and Public Sector offers wireless products and services as well as wireline connectivity and managed solutions to our large business and government customers. Large businesses are identified based on their size and volume of business with Verizon. Public sector offers these services with features and pricing designed to address the needs of U.S. federal, state and local governments and educational institutions.
Enterprise and Public Sector revenues decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $217 million in networking revenue and traditional data and voice communication services along with related professional services, driven by secular pressures in the marketplace;
•a decrease of $24 million in wireless equipment revenue driven by a lower volume of devices sold, partially offset by a shift to higher priced equipment in the mix of devices sold;
•an increase of $36 million in customer premise equipment primarily due to higher volumes; and
•an increase of $26 million primarily related to a higher FUSF rate.
Business Markets and SaaS
Business Markets and SaaS offers wireless services and equipment, conferencing services, tailored voice and networking products, Fios services, Internet Protocol networking, advanced voice solutions and security and managed information technology services to our businesses that do not meet the requirements to be categorized as Enterprise and Public Sector, as described above. SaaS includes solutions that support fleet tracking management, compliance management, field service management, asset tracking and other types of mobile resource management.
Business Markets and SaaS revenues increased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•an increase in wireless service revenue of $143 million primarily driven by an increase in the number of wireless retail postpaid connections as well as the economic adjustment charge that took effect in the second quarter of 2022 and a
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larger allocation of administrative and telco recovery charges, which partly recover network operating costs, to Wireless service revenue from Other revenue;
•a decrease of $55 million in wireless equipment revenue driven by a lower volume of devices sold and a shift to lower priced equipment in the mix of devices sold, partially offset by a decrease in promotions;
•a decrease of $23 million in other revenue primarily related to a larger allocation of administrative and telco recovery charges, which partly recover network operating costs, to Wireless service revenue from Other revenue; and
•a decrease of $21 million related to the loss of voice and DSL service connections.
For both the three months ended March 31, 2023 and 2022, Fios revenues totaled $230 million and remained relatively flat.
Wholesale
Wholesale offers wireline communications services including data, voice, local dial tone and broadband services primarily to local, long distance, and wireless carriers that use our facilities to provide services to their customers.
Wholesale revenues decreased during the three months ended March 31, 2023, compared to the similar periods in 2022, primarily due to a decrease of $52 million related to declines in traditional voice communication and network connectivity as a result of technology substitution, as well as a decrease in core data.
Operating Expenses
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of services | $ | 2,582 | $ | 2,606 | $ | (24) | (0.9) | % | |||||||||||||||||||||||||||||||||||||||
| Cost of wireless equipment | 1,234 | 1,310 | (76) | (5.8) | |||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | 2,033 | 2,059 | (26) | (1.3) | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 1,094 | 1,061 | 33 | 3.1 | |||||||||||||||||||||||||||||||||||||||||||
| Total Operating Expenses | $ | 6,943 | $ | 7,036 | $ | (93) | (1.3) | ||||||||||||||||||||||||||||||||||||||||
Cost of Services
Cost of services decreased during the three months ended March 31, 2023, compared to the similar periods in 2022, primarily due to:
•a decrease in other direct costs of $88 million related to professional services;
•an increase of $38 million in regulatory costs related to a higher FUSF rate; and
•an increase of $29 million in customer premise equipment due to higher volumes.
Cost of Wireless Equipment
Cost of wireless equipment decreased during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to:
•a decrease of $127 million driven by a lower volume of wireless devices sold primarily related to fewer phone upgrades; and
•an increase of $51 million driven by a shift to higher priced equipment in the mix of wireless devices sold.
Selling, General and Administrative Expense
Selling, general and administrative expense remained relatively flat during the three months ended March 31, 2023, compared to the similar periods in 2022.
Depreciation and Amortization Expense
Depreciation and amortization expense increased during the three months ended March 31, 2023, compared to the similar period in 2022, driven by the change in the mix of total Verizon depreciable and amortizable assets and Business's usage of those assets.
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Segment Operating Income and EBITDA
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, | Increase/ | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income | $ | 551 | $ | 673 | $ | (122) | (18.1) | % | |||||||||||||||||||||||||||||||||||||||
| Add Depreciation and amortization expense | 1,094 | 1,061 | 33 | 3.1 | |||||||||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | 1,645 | $ | 1,734 | $ | (89) | (5.1) | ||||||||||||||||||||||||||||||||||||||||
| Segment operating income margin | 7.4% | 8.7% | |||||||||||||||||||||||||||||||||||||||||||||
| Segment EBITDA margin | 22.0% | 22.5% | |||||||||||||||||||||||||||||||||||||||||||||
The changes in the table above during the three months ended March 31, 2023, compared to the similar period in 2022, were primarily a result of the factors described in connection with operating revenues and operating expenses.
| Special Items | ||
Special items included in Income Before Provision For Income Taxes were as follows:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
Amortization of acquisition-related intangible assets(1) | |||||||||||||||||||||||
| Depreciation and amortization expense | $ | 208 | $ | 238 | |||||||||||||||||||
| Early debt redemption costs | |||||||||||||||||||||||
| Other (income) expense, net | — | 1,241 | |||||||||||||||||||||
| Total | $ | 208 | $ | 1,479 | |||||||||||||||||||
(1) Amounts are included in segment results of operations.
The Consolidated Adjusted EBITDA non-GAAP measure presented in the Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA discussion (see "Consolidated Results of Operations") excludes all of the amounts included above, as described below.
The income and expenses related to special items included in our condensed consolidated results of operations were as follows:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | |||||||||||||||||||||
| Within Total Operating Expenses | $ | 208 | $ | 238 | |||||||||||||||||||
| Within Other (income) expense, net | — | 1,241 | |||||||||||||||||||||
| Total | $ | 208 | $ | 1,479 | |||||||||||||||||||
Amortization of Acquisition-Related Intangible Assets
During the three months ended March 31, 2023 and 2022, we recorded pre-tax amortization expense of $208 million and $238 million, respectively, related to acquired intangible assets.
Early Debt Redemption Costs
During the three months ended March 31, 2022, we recorded pre-tax early debt redemption costs of $1.2 billion primarily in connection with tender offers. See Note 5 to the condensed consolidated financial statements for additional information.
| Consolidated Financial Condition | ||
| Three Months Ended | |||||||||||||||||
| March 31, | |||||||||||||||||
| (dollars in millions) | 2023 | 2022 | Change | ||||||||||||||
| Cash Flows Provided By (Used In) | |||||||||||||||||
Operating activities | $ | 8,289 | $ | 6,821 | $ | 1,468 | |||||||||||
Investing activities | (6,110) | (7,995) | 1,885 | ||||||||||||||
Financing activities | (2,383) | 245 | (2,628) | ||||||||||||||
| Decrease in cash, cash equivalents and restricted cash | $ | (204) | $ | (929) | $ | 725 | |||||||||||
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We use the net cash generated from our operations to fund expansion and modernization of our networks, service and repay external financing, pay dividends, invest in new businesses and spectrum and, when appropriate, buy back shares of our outstanding common stock. Our sources of funds, primarily from operations and, to the extent necessary, from external financing arrangements, are sufficient to meet ongoing operating and investing requirements over the next 12 months and beyond.
Our cash and cash equivalents are held both domestically and internationally, and are invested to maintain principal and provide liquidity. See "Market Risk" for additional information regarding our foreign currency risk management strategies.
We expect that our capital spending requirements will continue to be financed primarily through internally generated funds. Debt or equity financing may be needed to fund additional investments or development activities, or to maintain an appropriate capital structure to ensure our financial flexibility. Our external financing arrangements include credit facilities and other bank lines of credit, an active commercial paper program, vendor financing arrangements, issuances of registered debt or equity securities, U.S. retail medium-term notes and other securities that are privately-placed or offered overseas. In addition, we monetize certain receivables through asset-backed debt transactions.
Cash Flows Provided By Operating Activities
Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities increased $1.5 billion during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to an improvement in working capital. The improvement in working capital was driven by a change in receivables resulting primarily from fewer phone upgrades and a modest improvement in customer payment patterns, compared to the prior year. Further driving the working capital improvement were lower inventory levels compared to the prior year. This increase was further driven by an increase in earnings. In April 2023, we made a discretionary contribution of $200 million to one of our qualified pension plans. Additionally, we expect that there will be no required pension funding through 2026, subject to changes in market conditions.
Cash Flows Used In Investing Activities
Capital Expenditures
Capital expenditures continue to relate primarily to the use of capital resources to enhance the operating efficiency and productivity of our networks, maintain our existing infrastructure, facilitate the introduction of new products and services and enhance responsiveness to competitive challenges.
Capital expenditures, including capitalized software, for the three months ended March 31, 2023 and 2022 were $6.0 billion and $5.8 billion, respectively. Capital expenditures increased approximately $137 million during the three months ended March 31, 2023, compared to the similar period in 2022, primarily due to the acceleration of our 5G technology deployment. See "Global Network and Technology" for more details.
Acquisitions of Wireless Licenses
During the three months ended March 31, 2023 and 2022, we made payments of $114 million and $1.4 billion, respectively, for obligations related to clearing costs and accelerated clearing incentives associated with Auction 107.
During the three months ended March 31, 2023 and 2022, we recorded capitalized interest related to wireless licenses of $449 million and $452 million, respectively.
Collateral Repayments (Payments) Related to Derivative Contracts, Net
During the three months ended March 31, 2023, we received return of collateral posted of $367 million related to derivative contracts, net of payments. During the three months ended March 31, 2022, we made collateral payments of $277 million related to derivative contracts, net of repayments. See Note 7 to the condensed consolidated financial statements for additional information.
Cash Flows Provided By (Used In) Financing Activities
We seek to maintain a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. During the three months ended March 31, 2023, net cash used in financing activities was $2.4 billion. During the three months ended March 31, 2022, net cash provided by financing activities was $245 million.
During the three months ended March 31, 2023, our net cash used in financing activities was primarily driven by cash dividends paid of $2.7 billion, repayments and repurchases of long-term borrowings and finance lease obligations of $1.3 billion and repayments of asset-backed long-term borrowings of $931 million. These payments were partially offset by proceeds from asset-backed long-term borrowings of $1.8 billion, proceeds from long-term borrowings of $504 million and net proceeds from short-term commercial paper of $342 million.
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At March 31, 2023, our total debt of $152.9 billion included unsecured debt of $132.0 billion and secured debt of $20.8 billion. At December 31, 2022, our total debt of $150.6 billion included unsecured debt of $130.6 billion and secured debt of $20.0 billion. During the three months ended March 31, 2023 and 2022, our effective interest rate was 4.6% and 3.4%, respectively. See Note 5 to the condensed consolidated financial statements for additional information regarding our debt activity, which excludes the impact from mark-to-market adjustments on foreign currency denominated debt.
Verizon may acquire debt securities issued by Verizon and its affiliates through open market purchases, redemptions, privately negotiated transactions, tender offers, exchange offers, or otherwise, upon such terms and at such prices as Verizon may from time to time determine, for cash or other consideration.
Asset-Backed Debt
Cash collections on the receivables collateralizing our asset-backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.
Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued is included in Debt maturing within one year and Long-term debt in our condensed consolidated balance sheets.
See Note 5 to the condensed consolidated financial statements for additional information.
Long-Term Credit Facilities
At March 31, 2023 | |||||||||||||||||||||||
| (dollars in millions) | Maturities | Facility Capacity | Unused Capacity | Principal Amount Outstanding | |||||||||||||||||||
Verizon revolving credit facility (1) | 2026 | $ | 9,500 | $ | 9,438 | $ | — | ||||||||||||||||
Various export credit facilities (2) | 2024 - 2031 | 11,000 | 486 | 6,985 | |||||||||||||||||||
| Total | $ | 20,500 | $ | 9,924 | $ | 6,985 | |||||||||||||||||
(1) The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. The revolving credit facility provides for the issuance of letters of credit. As of March 31, 2023, there have been no drawings against the $9.5 billion revolving credit facility since its inception.
(2) During the three months ended March 31, 2023 and 2022, we drew down $515 million and $2.0 billion, respectively, from these facilities. Borrowings under certain of these facilities are amortized semi-annually in equal installments up to the applicable maturity dates. Maturities reflect maturity dates of principal amounts outstanding. Any amounts borrowed under these facilities and subsequently repaid cannot be reborrowed.
Other, Net
Other, net financing activities during the three months ended March 31, 2023 includes $500 million in proceeds from a short-term revolving credit facility, $117 million in payments for settlement of cross currency swaps, and $102 million payment for TracFone contingent consideration.
Dividends
As in prior periods, dividend payments were a significant use of capital resources. We paid $2.7 billion in cash dividends during both the three months ended March 31, 2023 and 2022.
Covenants
Our credit agreements contain covenants that are typical for large, investment grade companies. These covenants include requirements to pay interest and principal in a timely fashion, pay taxes, maintain insurance with responsible and reputable insurance companies, preserve our corporate existence, keep appropriate books and records of financial transactions, maintain our properties, provide financial and other reports to our lenders, limit pledging and disposition of assets and mergers and consolidations, and other similar covenants.
We and our consolidated subsidiaries are in compliance with all of our restrictive covenants in our debt agreements.
Change In Cash, Cash Equivalents and Restricted Cash
Our Cash and cash equivalents at March 31, 2023 totaled $2.2 billion, a $371 million decrease compared to December 31, 2022, primarily as a result of the factors discussed above.
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Restricted cash totaled $1.7 billion and $1.5 billion as of March 31, 2023 and December 31, 2022, respectively, primarily related to cash collections on certain receivables that are required at certain specified times to be placed into segregated accounts.
Free Cash Flow
Free cash flow is a non-GAAP financial measure that reflects an additional way of viewing our liquidity that, we believe, when viewed with our GAAP results, provides management, investors and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. Free cash flow is calculated by subtracting capital expenditures (including capitalized software) from net cash provided by operating activities. 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 business acquisitions or wireless licenses. Therefore, we believe it is important to view free cash flow as a complement to our entire condensed consolidated statements of cash flows.
The following table reconciles net cash provided by operating activities to free cash flow:
| Three Months Ended | |||||||||||||||||
| March 31, | |||||||||||||||||
| (dollars in millions) | 2023 | 2022 | Change | ||||||||||||||
| Net cash provided by operating activities | $ | 8,289 | $ | 6,821 | $ | 1,468 | |||||||||||
| Less Capital expenditures (including capitalized software) | 5,958 | 5,821 | 137 | ||||||||||||||
| Free cash flow | $ | 2,331 | $ | 1,000 | $ | 1,331 | |||||||||||
The increase in free cash flow during the three months ended March 31, 2023, compared to the similar period in 2022, is a reflection of the increase in operating cash flows, partially offset by the increase in capital expenditures, both of which are discussed above.
Other Future Obligations
As of March 31, 2023, Verizon had 25 renewable energy purchase agreements (REPAs) with third parties. See Note 12 to the condensed consolidated financial statements for additional information. Under the REPAs, we plan to purchase up to an aggregate of approximately 3.2 gigawatts of capacity across multiple states, including Arizona, Illinois, Indiana, Iowa, Maine, Maryland, Nebraska, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Texas and West Virginia.
| Market Risk | ||
We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes, foreign currency exchange rate fluctuations, changes in investment, equity and commodity prices and changes in corporate tax rates. We employ risk management strategies, which may include the use of a variety of derivatives including cross currency swaps, forward starting interest rate swaps, interest rate swaps, interest rate caps, treasury rate locks and foreign exchange forwards. We do not hold derivatives for trading purposes.
It is our general policy to enter into interest rate, foreign currency and other derivative transactions only to the extent necessary to achieve our desired objectives in optimizing exposure to various market risks. Our objectives include maintaining a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. We do not hedge our market risk exposure in a manner that would completely eliminate the effect of changes in interest rates and foreign exchange rates on our earnings.
Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (ISDA master agreements) and credit support annex (CSA) agreements which provide rules for collateral exchange. The CSA agreements contain rating based thresholds such that we or our counterparties may be required to hold or post collateral based upon changes in outstanding positions as compared to established thresholds and changes in credit ratings. We do not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value. At March 31, 2023, we did not hold any collateral. At March 31, 2023, we posted $1.9 billion of collateral related to derivative contracts under collateral exchange agreements, which was recorded as Prepaid expenses and other in our condensed consolidated balance sheet. At December 31, 2022, we did not hold any collateral. At December 31, 2022, we posted $2.3 billion of collateral related to derivative contracts under collateral exchange arrangements, which was recorded as Prepaid expenses and other in our condensed consolidated balance sheet. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk remote and do not expect that any such nonperformance would result in a significant effect on our results of operations or financial condition due to our diversified pool of counterparties. See Note 7 to the condensed consolidated financial statements for additional information regarding the derivative portfolio.
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Interest Rate Risk
We are exposed to changes in interest rates, primarily on our short-term debt and the portion of long-term debt that carries floating interest rates. As of March 31, 2023, approximately 73% of the aggregate principal amount of our total debt portfolio consisted of fixed-rate indebtedness, including the effect of interest rate swap agreements designated as hedges. The impact of a 100-basis-point change in interest rates affecting our floating rate debt would result in a change in annual interest expense, including our interest rate swap agreements that are designated as hedges, of approximately $435 million. The interest rates on our existing long-term debt obligations are unaffected by changes to our credit ratings.
Certain of our floating rate debt and certain of our interest rate derivative transactions utilize interest rates that are linked to the London Inter-Bank Offered Rate (LIBOR) as the benchmark rate. The U.S. dollar LIBOR rates utilized in these transactions will cease publication after June 30, 2023, in accordance with recent U.S. and international regulatory guidance for reform. The consequences of these developments cannot be entirely predicted but could include an increase in the cost of our floating rate debt or exposure under our interest rate derivative transactions. Outstanding debt and derivative transactions that are still benchmarked to LIBOR are expected to be repaid or transitioned to interest rates that are linked to the Secured Overnight Financing Rate (SOFR) as the benchmark rate on or before June 30, 2023. We do not anticipate a significant impact to our financial position given our current mix of variable and fixed-rate debt and taking into account the impact of our interest rate hedging. In 2021, we began utilizing interest rates that are linked to the SOFR as the benchmark rate for various floating rate transactions.
Interest Rate Swaps
We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. At March 31, 2023, there was no amount related to the fair value of the asset and the fair value of the liability of these contracts was $3.9 billion. At December 31, 2022, there was no amount related to the fair value of the asset and the fair value of the liability of these contracts was $4.6 billion. At both March 31, 2023 and December 31, 2022, the total notional amount of the interest rate swaps was $26.1 billion.
Forward Starting Interest Rate Swaps
From time to time we enter into forward starting interest rate swaps designated as cash flow hedges in order to manage our exposure to interest rate changes on future forecasted transactions. At March 31, 2023, there was no amount related to the fair value of the asset or liability of these contracts. At December 31, 2022, there was no amount related to the fair value of the asset or liability of these contracts. There was no outstanding notional amount for forward starting interest rate swaps at March 31, 2023 or December 31, 2022.
Treasury Rate Locks
From time to time we enter into treasury rate locks to mitigate our future interest rate risk. There was no outstanding notional amount for treasury rate locks at March 31, 2023 or December 31, 2022.
Foreign Currency Risk
The functional currency for our foreign operations is primarily the local currency. The translation of income statement and balance sheet amounts of our foreign operations into U.S. dollars is recorded as cumulative translation adjustments, which are included in Accumulated other comprehensive loss in our condensed consolidated balance sheets. Gains and losses on foreign currency transactions are recorded in the condensed consolidated statements of income. At March 31, 2023, our primary translation exposure was to the British Pound Sterling, Euro, and Australian Dollar.
Cross Currency Swaps
We have entered into cross currency swaps to exchange our British Pound Sterling, Euro, Swiss Franc, Canadian Dollar and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses. On March 31, 2022, we voluntarily elected to de-designate our cross currency swaps previously designated as cash flow hedges and re-designated the swaps as fair value hedges. Subsequently executed cross currency swaps are also designated as fair value hedges. The fair value of the asset of these contracts was $299 million and $305 million at March 31, 2023 and December 31, 2022, respectively. At March 31, 2023 and December 31, 2022, the fair value of the liability of these contracts was $3.5 billion and $3.6 billion, respectively. At March 31, 2023 and December 31, 2022, the total notional amount of the cross currency swaps was $34.1 billion and $35.0 billion, respectively.
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Foreign Exchange Forwards
We also have foreign exchange forwards which we use as an economic hedge but for which we have elected not to apply hedge accounting. We enter into British Pound Sterling and Euro foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries.
At March 31, 2023, the fair value of the asset and liability of these contracts was insignificant. At December 31, 2022, the fair value of the asset and liability of these contracts was insignificant. At March 31, 2023 and December 31, 2022, the total notional amount of the foreign exchange forwards was $980 million and $920 million, respectively.
| Acquisitions and Divestitures | ||
Spectrum License Transactions
From time to time, we enter into agreements to buy, sell or exchange spectrum licenses. We believe these spectrum license transactions have allowed us to continue to enhance the reliability of our wireless network while also resulting in a more efficient use of spectrum.
In February 2021, the Federal Communications Commission (FCC) concluded Auction 107 for C-Band wireless spectrum. In accordance with the rules applicable to the auction, Verizon is required to make payments for our allocable share of clearing costs incurred by, and incentive payments due to, the incumbent license holders associated with the auction, which are estimated to be $7.7 billion. During the three months ended March 31, 2023 and March 31, 2022, we made payments of $114 million and $1.4 billion, respectively, for obligations related to clearing costs and accelerated clearing incentives. We expect to continue to make payments related to clearing cost and incentive payment obligations through 2024, which we expect to be $4.7 billion. These payments are dependent on the incumbent license holders' accelerated clearing of the spectrum for Verizon’s use and, therefore, the final timing and amounts could differ based on the incumbent holders’ execution of their clearing process. In accordance with the FCC order, the clearing must be completed by December 2025. The carrying value of the wireless spectrum won in Auction 107 consists of all payments required to participate and purchase licenses in the auction, including Verizon’s allocable share of clearing costs incurred by, and incentive payments due to, the incumbent license holders associated with the auction that we are obligated to pay in order to acquire the licenses. The carrying value also includes capitalized interest to the extent qualifying activities have occurred.
In March 2022, Verizon signed agreements with satellite operators in which operators agreed to clear C-Band spectrum in certain markets and frequencies ahead of the previously expected timeframe. This early clearance accelerated Verizon's access to more spectrum in a number of key markets to support its 5G initiatives.
See Note 3 to the condensed consolidated financial statements for additional information regarding our spectrum license transactions.
TracFone Wireless, Inc.
On November 23, 2021 (the Acquisition Date), we completed the acquisition of TracFone Wireless, Inc. (TracFone), a leading provider of prepaid and value mobile services in the U.S. Verizon acquired all of TracFone's outstanding stock in exchange for approximately $3.5 billion in cash, net of cash acquired and working capital and other adjustments, 57,596,544 shares of Verizon common stock valued at approximately $3.0 billion, and up to an additional $650 million in future cash contingent consideration related to the achievement of certain performance measures and other commercial arrangements. The fair value of the Verizon common stock was determined on the basis of its closing market price on the Acquisition Date. The estimated fair value of the contingent consideration as of the Acquisition Date was approximately $560 million, and represents a Level 3 measurement. The contingent consideration payable is based on the achievement of certain revenue and operational targets, measured over a two-year earn out period. During the three months ended March 31, 2023, Verizon made a payment of $102 million related to the contingent consideration, which is reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. Contingent consideration payments are expected to continue through 2024. See Note 3 to the condensed consolidated financial statements for additional information.
| Other Factors That May Affect Future Results | ||
Regulatory and Competitive Trends
There have been no material changes to regulatory and competitive trends as previously disclosed in "Competition and Related Trends" and "Regulatory Trends" in Part I, Item 1. "Business" and "Operating Environment and Trends" in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
| Cautionary Statement Concerning 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," "believes,"
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"estimates," "expects," "forecasts," "hopes," "plans" 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 elsewhere in this report and in other filings with the Securities and Exchange Commission (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 any 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 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;
•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;
•disruption of our key suppliers’ or vendors' provisioning of products or services, including as a result of geopolitical factors, public health crises or the potential impacts of global climate change;
•material adverse changes in labor matters and any resulting financial or operational impact;
•changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses;
•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 treaties, or in their interpretation; and
•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.
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||
Information relating to market risk is included in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption "Market Risk."
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| Item 4. Controls and Procedures | ||
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report, that ensure that information relating to the registrant which is required to be disclosed in this report is recorded, processed, summarized and reported within required time periods using the criteria for effective internal control established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the registrant’s disclosure controls and procedures were effective as of March 31, 2023.
In the ordinary course of business, we routinely review our system of internal control over financial reporting and make changes to our systems and processes that are intended to ensure an effective internal control environment. In the third quarter of 2020, we began a multi-year implementation of a new global enterprise resource planning (ERP) system, which will replace many of our existing core financial systems. The ERP system is designed to enhance the flow of financial information, facilitate data analysis and accelerate information reporting. The implementation is expected to occur in phases over the next several years. During the first quarter of 2023, we have made changes to our internal controls to address processes impacted by the ERP system implementation.
As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal controls over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
Other than the above-noted changes, there were no changes in the Company’s internal control over financial reporting during the first quarter 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Part II – Other Information | ||
| Item 1. Legal Proceedings | ||
In the ordinary course of business, Verizon is involved in various litigation and regulatory proceedings at the state and federal level. As of the date of this report, we do not believe that any pending legal proceedings to which we or our subsidiaries are subject are required to be disclosed as material legal proceedings pursuant to this item. Verizon is not subject to any administrative or judicial proceeding arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more.
See Note 12 to the condensed consolidated financial statements for additional information regarding legal proceedings.
| Item 1A. Risk Factors | ||
There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A. included in our Annual Report on Form 10-K for the year ended December 31, 2022.
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||
In February 2020, the Board of Directors of the Company authorized a share buyback program to repurchase up to 100 million shares of the Company's common stock. The program will terminate when the aggregate number of shares purchased reaches 100 million or a new share repurchase plan superseding the current plan is authorized, whichever is sooner. Under the program, shares may be repurchased in privately negotiated transactions, on the open market, or otherwise, including through plans complying with Rule 10b5-1 under the Exchange Act. The timing and number of shares purchased under the program, if any, will depend on market conditions and our capital allocation priorities.
Verizon did not repurchase any shares of the Company's common stock during the three months ended March 31, 2023. At March 31, 2023, the maximum number of shares that could be purchased by or on behalf of Verizon under our share buyback program was 100 million.
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| Item 6. Exhibits | ||
| Exhibit Number | Description | |||||||
| Form of 2023 Performance Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan. | ||||||||
| Form of 2023 Restricted Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan. | ||||||||
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| 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). | |||||||
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| 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. | ||||||||||||||
| Date: April 27, 2023 | By | /s/ | Anthony T. Skiadas | |||||||||||
| Anthony T. Skiadas | ||||||||||||||
| Senior Vice President and Controller | ||||||||||||||
| (Principal Accounting Officer) | ||||||||||||||
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EXHIBIT 10a
VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN
2023 PERFORMANCE STOCK UNIT AGREEMENT
AGREEMENT between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries.
1. Purpose of Agreement. The purpose of this Agreement is to provide a grant of performance stock units (“PSUs”) to the Participant.
2. Agreement. This Agreement is entered into pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”), and evidences the grant of a performance stock unit award in the form of PSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which the Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participant’s obligations and restrictions set forth in Exhibit A to this Agreement and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in Exhibit B to this Agreement, both of which are incorporated into and are a part of the Agreement. The PSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon’s Board of Directors or any successor thereto (the “Committee”), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control.
3. Contingency. The grant of PSUs is contingent on the Participant’s timely acceptance of this Agreement and satisfaction of the other conditions contained in it. Acceptance shall be through execution of the Agreement as set forth in paragraph 21. If the Participant does not accept this Agreement by the close of business on May 19, 2023, the Participant shall not be entitled to this grant of PSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied. In addition, to the extent a Participant is on a Company approved leave of absence, including but not limited to short-term disability leave, he or she will not be entitled to this grant of PSUs until such time as he or she returns to work with Verizon or a Related Company (as defined in paragraph 13) and accepts this Agreement within the time period established by the Company.
4. Number of Units. The Participant is granted the number of PSUs as specified in the Participant’s account under the 2023 PSU grant, administered by Fidelity Investments or any successor thereto (“Fidelity”). A PSU is a hypothetical share of Verizon’s common stock. The value of a PSU on any given date shall be equal to the closing price of Verizon’s common stock on the New York Stock Exchange (“NYSE”) as of such date. A Dividend Equivalent Unit (“DEU”) or fraction thereof shall be added to each PSU each time that a dividend is paid on Verizon’s common stock with respect to each dividend record date that occurs after the date of grant and prior to the payment of a PSU. The amount of each DEU shall be equal to the corresponding dividend paid on a share of Verizon’s common stock. The DEU shall be converted into PSUs or fractions thereof based upon the closing price of Verizon’s common stock traded on the NYSE on the dividend payment date of each declared dividend on Verizon’s common stock, and such PSUs or fractions thereof shall be added to the Participant’s PSU balance. DEUs that are credited will be subject to the same vesting, termination and other terms as the PSUs to which they relate. To the extent that Fidelity or the Company makes an error, including but not limited to an administrative error with respect to the number or value of the PSUs granted to the Participant under this Agreement, the DEUs credited to the Participant’s account or the amount of the final award payment, the Company or Fidelity specifically reserves the right to correct such error at any time and the Participant agrees that he or she shall be legally bound by any corrective action taken by the Company or Fidelity.
5. Vesting.
(a) General. The Participant shall vest in the PSUs to the extent provided in paragraph 5(b) (“Performance Requirement”) only if the Participant satisfies the requirements of paragraph 5(c) (“Three-Year Continuous Employment Requirement”), except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of PSUs”).
(b) Performance Requirement.
(1) General. The number of PSUs granted to the Participant, as specified in the Participant’s account under the 2023 PSU grant, is referred to as the “Target Number of PSUs.” The vesting of one-third (1/3) of the Target Number of PSUs will be determined with reference to the adjusted earnings per share metric set forth in paragraph 5(b)(2) (the “Target Number of EPS PSUs”), the vesting of one-third (1/3) of the Target Number of PSUs will be determined with reference to the free cash flow metric set forth in paragraph 5(b)(3) (the “Target Number of FCF PSUs”), and the vesting of the remaining one-third (1/3) of the Target Number of PSUs will be determined with reference to the service and other revenue metric as provided in paragraph 5(b)(4) (the “Target Number of SOR PSUs”), in each case subject to adjustment based on a relative total shareholder return measure set forth in paragraph 5(b)(5). Notwithstanding anything in this paragraph 5(b), in all cases vesting remains subject to the requirements of paragraphs 5(c) and 7.
(2) Adjusted Earnings Per Share (EPS) Metric.
(A) The percentage of the Target Number of EPS PSUs that shall become eligible to vest will be based on Verizon’s EPS (as defined below) for the three-year period beginning January 1, 2023 and ending at the close of business on December 31, 2025 (the “Award Cycle”). Notwithstanding paragraph 5(c), no portion of the Target Number of EPS PSUs shall become eligible to vest unless the Committee determines that Verizon’s EPS for the Award Cycle is greater than or equal to $XX.XX. If the Committee determines that Verizon’s EPS for the Award Cycle is greater
than or equal to $XX.XX, the percentage of the Target Number of EPS PSUs that shall become eligible to vest (plus any additional PSUs added with respect to DEUs credited on the Target Number of EPS PSUs over the Award Cycle) will equal the Verizon EPS Vested Percentage (as defined below).
(B) “EPS” shall mean Verizon’s cumulative earnings per share, as such term is used in Verizon’s consolidated financial statements, over the Award Cycle adjusted to exclude the impact of special items, including, without limitation, the benefit of any repurchases of Verizon’s common stock under a share buyback program. The Committee will (to the extent necessary and without duplication) adjust such earnings per share to eliminate the financial impact of (i) acquisitions, divestitures or changes in business structure; (ii) changes in legal, tax, accounting or regulatory policy; and (iii) other items that are extraordinary in nature or not deemed to be in the ordinary course of business. The Committee’s determination of whether, and the extent to which, any such adjustment is necessary shall be final and binding.
(C) “Verizon EPS Vested Percentage” shall be the percentage (between 0% and 200%), which is based on Verizon’s EPS, determined as provided in the following table:
| Verizon EPS | Verizon EPS Vested Percentage | ||||
| Greater than or equal to $XX.XX | 200% | ||||
| $XX.XX | 150% | ||||
| $XX.XX | 100% | ||||
| $XX.XX | 90% | ||||
| $XX.XX | 50% | ||||
| Less than $XX.XX | 0% | ||||
If Verizon’s EPS is less than $XX.XX but greater than $XX.XX, or less than $XX.XX but greater than $XX.XX, or less than $XX.XX but greater than $XX.XX, or less than $XX.XX but greater than $XX.XX, the Verizon EPS Vested Percentage will be interpolated on a straight-line basis between the respective levels (for example, if Verizon’s EPS is $XX.XX, the Verizon EPS Vested Percentage will be 70%).
(3) Free Cash Flow (FCF) Metric.
(A) The percentage of the Target Number of FCF PSUs that shall become eligible to vest will be based on Verizon’s FCF (as defined below) for the Award Cycle. Notwithstanding paragraph 5(c), no portion of the Target Number of FCF PSUs shall become eligible to vest unless the Committee determines that Verizon’s FCF for the Award Cycle is greater than or equal to $XX.XB. If the Committee determines that Verizon’s FCF for the Award Cycle is greater than or equal to $XX.XB, the percentage of the Target Number of FCF PSUs that shall become eligible to vest (plus any additional PSUs added with respect to DEUs credited on the Target Number of FCF PSUs over the Award Cycle) will equal the Verizon FCF Vested Percentage (as defined below).
(B) “FCF” shall mean (a) the sum of Verizon’s net cash provided by operating activities minus (b) capital expenditures, as such terms are used in Verizon’s consolidated financial statements, on a consolidated basis for the Award Cycle. The Committee will (to the extent necessary and without duplication) adjust such net cash less capital expenditures to eliminate the financial impact of (i) acquisitions, divestitures or changes in business structure; (ii) changes in legal, tax, accounting or regulatory policy; and (iii) other items that are extraordinary in nature or not deemed to be in the ordinary course of business. The Committee’s determination of whether, and the extent to which, any such adjustment is necessary shall be final and binding.
(C) “Verizon FCF Vested Percentage” is the percentage (between 0% and 200%), which is based on Verizon’s FCF, determined as provided in the following table:
| Verizon FCF (in Billions) | Verizon FCF Vested Percentage | ||||
Greater than or equal to $XX.X | 200% | ||||
$XX.X | 150% | ||||
$XX.X | 100% | ||||
$XX.X | 90% | ||||
$XX.X | 50% | ||||
Less than $XX.X | 0% | ||||
If the Verizon FCF is less than $XX.XB but greater than $XX.XB, or less than $XX.XB but greater than $XX.XB, or less than $XX.XB but greater than $XX.XB, or less than $XX.XB but greater than $XX.XB, the Verizon FCF Vested Percentage will be interpolated on a straight-line basis between the respective levels (for example, if the Verizon FCF is $XX.XB, the Verizon FCF Vested Percentage will be 70%).
(4) Service and Other Revenue (SOR) Metric.
(A) The percentage of the Target Number of SOR PSUs that shall become eligible to vest will be based on Verizon’s SOR (as defined below) for the Award Cycle. Notwithstanding paragraph 5(c), no portion of the Target Number of SOR PSUs shall become eligible to vest unless the Committee determines that Verizon’s SOR for the Award Cycle is greater than or equal to $XXX.XB. If the Committee determines that Verizon’s SOR for the Award
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Cycle is greater than or equal to $XXX.XB, the percentage of the Target Number of SOR PSUs that shall become eligible to vest (plus any additional PSUs added with respect to DEUs credited on the Target Number of SOR PSUs over the Award Cycle) will equal the Verizon SOR Vested Percentage (as defined below).
(B) “SOR” or “Service and Other Revenue” shall mean Verizon's cumulative revenue generated from Verizon’s wireless and wireline businesses, excluding revenue related to wireless equipment, as such terms are used in Verizon’s consolidated financial statements, on a consolidated basis over the Award Cycle. The Committee will (to the extent necessary and without duplication) adjust such revenue to eliminate the financial impact of (i) acquisitions, divestitures or changes in business structure; (ii) changes in legal, tax, accounting or regulatory policy; and (iii) other items that are extraordinary in nature or not deemed to be in the ordinary course of business. The Committee’s determination of whether, and the extent to which, any such adjustment is necessary shall be final and binding.
(C) “Verizon SOR Vested Percentage” shall be the percentage (between 0% and 200%), which is based on Verizon’s SOR, determined as provided in the following table:
| Verizon SOR (in Billions) | Verizon SOR Vested Percentage | ||||
| Greater than or equal to $XXX.X | 200% | ||||
| $XXX.X | 150% | ||||
| $XXX.X | 100% | ||||
| $XXX.X | 90% | ||||
| $XXX.X | 50% | ||||
| Less than $XXX.X | 0% | ||||
If the Verizon SOR is less than $XXX.XB but greater than $XXX.XB, or less than $XXX.XB but greater than $XXX.XB, or less than $XXX.XB but greater than $XXX.XB, or less than $XXX.XB but greater than $XXX.XB the Verizon SOR Vested Percentage will be interpolated on a straight-line basis between the respective levels (for example, if the Verizon SOR is $XXX.XB, the Verizon SOR Vested Percentage will be 70%).
(5) Total Shareholder Return (TSR) Modifier.
(A) The total number of PSUs that will become vested will range from 0 to 200% of the Target Number of PSUs and will equal the average of the Verizon EPS Vested Percentage, the Verizon FCF Vested Percentage and the Verizon SOR Vested Percentage, as modified by Verizon’s TSR Modifier Percentage pursuant to this paragraph 5(b)(5).
(B) “Verizon TSR Modifier Percentage” shall be the percentage, which is based on the Verizon TSR Percentile Ranking, determined as provided in the following table:
| Verizon TSR Percentile Ranking | Verizon TSR Modifier Percentage | ||||
The 75th percentile or greater | +25% | ||||
The 50th percentile | 0% (no modification) | ||||
The 25th percentile or lower | -25% | ||||
If the Verizon TSR Percentile Ranking is less then 75th percentile but greater than the 50th percentile, or less than the 50th percentile but greater than the 25th percentile, the Verizon TSR Modifier Percentage will be interpolated on a straight-line basis between the respective levels (for example, if the Verizon TSR Percentile Ranking is the 65th percentile, the Verizon TSR Modifier Percentage will be +15%).
(C) “Verizon TSR Percentile Ranking” shall be the percentile ranking of Verizon’s TSR relative to the TSRs of the companies comprising the Comparison Group. The Committee shall determine the Verizon TSR Percentile Ranking for the Award Cycle and its determination shall be final and binding.
(D) “TSR” or “Total Shareholder Return” shall mean the change in the price of a share of common stock from the beginning of a period until the end of the applicable period, adjusted to reflect the reinvestment of dividends (if any) and as may be necessary to take into account stock splits or other events similar to those described in Section 4.3 of the Plan. The Committee shall determine TSR in accordance with its standard practice and its determinations shall be final and binding.
(E) “Comparison Group” shall mean the companies in the S&P 100 Index on the grant date of the PSUs. The Committee will make adjustments to the Comparison Group to preserve the intended incentives of this Agreement for any changes to the members of the Comparison Group, including, without limitation, the common stock of a member ceasing to be publicly traded or in the event a member of the Comparison Group merges or is otherwise involved in a business combination or becomes bankrupt or insolvent, in each case, during the Award Cycle.
(F) Example: For example, if the Participant is granted 1,000 PSUs, and those PSUs are credited with an additional 200 PSUs as a result of DEUs paid over the Award Cycle, and the Verizon EPS Vested Percentage is 125%, the Verizon FCF Vested Percentage is 100%, the Verizon SOR Vested Percentage is 75% and the Verizon
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TSR Modifier Percentage is +15% (which means that the Verizon TSR Percentile Ranking was the 65th percentile for the Award Cycle), 1380 PSUs shall become vested.
(c) Three-Year Continuous Employment Requirement. Except as otherwise determined by the Committee, or except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of PSUs”), the PSUs shall vest only if the Participant is continuously employed by the Company or a Related Company (as defined in paragraph 13) from the date the PSUs are granted through the end of the Award Cycle.
(d) Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the three-year continuous employment requirement in paragraph 5(c). If the Participant transfers employment pursuant to this paragraph 5(d), the Participant will still be required to satisfy the definition of “Full Retirement” or “Early Retirement” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a “Full Retirement” or “Early Retirement”, as applicable.
6. Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after the end of the Award Cycle (but in no event later than March 15, 2026), the number of PSUs that vested (minus any withholding for taxes) shall be paid to the Participant. The number of shares that shall be paid (plus withholding for taxes) shall equal the number of PSUs that vested pursuant to paragraph 5(b). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a PSU, the PSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. Any PSU that does not vest for the Award Cycle (whether due to failure to achieve the applicable performance condition or otherwise, and subject to earlier termination pursuant to paragraph 7) shall terminate and be cancelled as of the last day of the Award Cycle without payment of any consideration by Verizon or any other action by the Participant.
7. Early Cancellation/Accelerated Vesting of PSUs. Notwithstanding the provisions of paragraph 5, PSUs may vest or be forfeited before the end of the Award Cycle or may be forfeited before the payment date as follows:
(a) Termination for Cause. If the Participant’s employment by the Company or a Related Company is terminated by the Company or a Related Company for Cause (as defined below) at any time prior to the date that the PSUs are paid pursuant to paragraph 6, the PSUs (whether vested or not) shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant.
(b) Voluntary Separation On or Before December 31, 2025 for any Reason other than Full Retirement or Early Retirement. If the Participant separates from employment on or before December 31, 2025 for any reason other than as specified in paragraph 7(c) below, the PSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant.
(c) Full Retirement, Early Retirement, Involuntary Termination Without Cause or Termination Due to Death or Disability.
(1) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement on or after the last business day prior to July 1, 2023 and on or before December 31, 2025, or (B) due to the Participant’s death or Disability (as defined below) on or before December 31, 2025, then the Participant’s PSUs shall be subject to the vesting provisions set forth in paragraphs 5(a) and 5(b) (without prorating the award), except that the three-year continuous employment requirement set forth in paragraph 5(c) shall not apply.
(2) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement before the last business day prior to July 1, 2023, or (B) by reason of the Participant’s Early Retirement, or an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause on or before December 31, 2025, then the three-year continuous employment requirement set forth in paragraph 5(c) shall not apply to the Participant’s PSUs, and the Participant shall vest in a Pro-Rata Portion (as defined below) of the Participant’s PSUs that are eligible to become vested pursuant to paragraphs 5(a) and 5(b). For this purpose, “Pro-Rata Portion” means a fraction, the numerator of which is the total number of calendar days in the Award Cycle to have occurred through and including the date of the Participant’s separation from employment, and the denominator of which is the total number of calendar days in the Award Cycle.
(3) The continued eligibility for vesting of any PSUs pursuant to paragraph 7(c)(1) or 7(c)(2) is conditioned on (i) the Participant not committing a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement and (ii) the Participant executing, within the time prescribed by Verizon, a separation agreement satisfactory to Verizon, which separation agreement will include, among other terms, a general release waiving any claims the Participant may have against Verizon and any Related Company and non-competition and non-solicitation provisions that are no more restrictive than those contained in Exhibit B (otherwise, paragraph 7(b) shall apply).
(4) Any PSUs that vest pursuant to paragraph 7(c)(1) or 7(c)(2) shall be payable as soon as practicable after the end of the Award Cycle (but in no event later than March 15, 2026).
(d) Change in Control. If a Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan) and before the end of the Award Cycle, the PSUs shall vest and become payable (without prorating the award) by applying a Verizon EPS Vested
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Percentage of 100%, a Verizon FCF Vested Percentage of 100%, a Verizon SOR Vested Percentage of 100%, and a Verizon TSR Modifier Percentage of 0% (no modification), to the PSUs without regard to the performance requirements in paragraph 5(b) and the three-year continuous employment requirement in paragraph 5(c) shall be deemed satisfied in full as if the Participant’s employment with the Company or a Related Company had continued through the last day of the Award Cycle; provided however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. A Change in Control or an involuntary termination without Cause that occurs after the end of the Award Cycle shall have no effect on whether any PSUs vest or become payable under this paragraph 7(d). If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any PSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the end of the Award Cycle (but in no event later than March 15, 2026).
(e) Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5.
(f) Defined Terms. For purposes of this Agreement, the following definitions shall apply:
(1) “Cause” means the occurrence of any of the following: (i) incompetence or negligence in the discharge of, or inattention to or neglect of or failure to perform, the duties and responsibilities assigned to the Participant; fraud, misappropriation or embezzlement; or a material breach of the Verizon Code of Conduct (as in effect at the relevant time) or any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, all as determined by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) in her or his discretion, or (ii) commission of any felony of which the Participant is finally adjudged guilty by a court of competent jurisdiction.
(2) “Disability” means the total and permanent disability of the Participant as defined by, or determined under, the Company’s long-term disability benefit plan.
(3) “Early Retirement” means with respect to a Participant to cease to be employed by the Company or a Related Company at a time that the Participant has attained (i) 55 years of age, but less than 65 years of age, and (ii) 5 or more years of vesting service, but less than 10 years of vesting service. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan.
(4) “Full Retirement” means with respect to a Participant: (i) to cease to be employed by the Company or a Related Company due to voluntary separation after the Participant has attained at least one of the following: (A) at least 15 years of vesting service and a combination of age and years of vesting service that equals or exceeds 75 points, (B) 65 years of age and 5 years of vesting service, or (C) 55 years of age and 10 years of vesting service; (ii) to cease to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause after the Participant attained at least one of the following: (A) at least 15 years of vesting service and a combination of age and years of vesting service that equals or exceeds 73 points, (B) 65 years of age and 5 years of vesting service, or (C) 55 years of age and 10 years of vesting service; or (iii) retirement of the Participant under any other circumstances determined in writing by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee), provided that, in any case, the retirement was not occasioned by a discharge for Cause. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan. For clarity, a “point” for these purposes means one year of age or one year of vesting service.
8. Shareholder Rights. The Participant shall have no rights as a shareholder with respect to the PSUs until the date on which the Participant becomes the holder of record with respect to any shares of Verizon common stock to which this grant relates. Except as provided in the Plan or in this Agreement, no adjustment shall be made for dividends or other rights for which the record date occurs while the PSUs are outstanding.
9. Amendment of Agreement. Except to the extent required by law or specifically contemplated under this Agreement, neither the Committee nor the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) may, without the written consent of the Participant, change any term, condition or provision affecting the PSUs if the change would have a material adverse effect upon the PSUs or the Participant’s rights thereto. Nothing in the preceding sentence shall preclude the Committee or the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) from exercising administrative discretion with respect to the Plan or this Agreement, and the exercise of such discretion shall be final, conclusive and binding. This discretion includes, but is not limited to, corrections of any errors, including but not limited to any administrative errors, determining the total percentage of PSUs that become payable, and determining whether the Participant has been discharged for Cause, has a Disability, has attained Early Retirement or Full Retirement, has breached any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement or has satisfied the requirements for vesting and payment under paragraphs 5 and 7 of this Agreement.
10. Assignment. The PSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution.
11. Beneficiary. The Participant shall designate a beneficiary in writing and in such manner as is acceptable to the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee). Each such designation shall revoke all prior designations by the Participant with respect to the Participant’s benefits under the Plan and shall be effective only when filed by the Participant with the Company during the Participant’s lifetime. If the Participant fails to so designate a beneficiary, or if no such designated beneficiary survives the Participant, the Participant’s beneficiary shall be the Participant’s estate.
12. Other Plans and Agreements. Any payment received by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance
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or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior PSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company.
13. Company and Related Company. For purposes of this Agreement, “Company” means Verizon Communications Inc. “Related Company” means (a) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or (b) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement.
14. Employment Status. The grant of the PSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company. In addition, acceptance of this Agreement shall not be deemed to be a condition of continuing employment.
15. Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of PSUs, and the Company shall make such arrangements as it deems necessary for withholding of any taxes it determines are required to be withheld pursuant to any applicable law or regulation.
16. Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable.
17. Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee of Verizon’s Board of Directors may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.
18. Successors. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and the person or entity to whom the PSUs may have been transferred by will, the laws of descent and distribution, or beneficiary designation. All terms and conditions of this Agreement imposed upon the Participant shall, unless the context clearly indicates otherwise, be deemed, in the event of the Participant’s death, to refer to and be binding upon the Participant’s heirs and beneficiaries.
19. Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The PSUs are intended to not be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent.
20. Defined Terms. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate.
21. Execution of Agreement. The Participant shall indicate his or her consent and acknowledgment to the terms of this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) and the Plan by executing this Agreement pursuant to the instructions provided and otherwise shall comply with the requirements of paragraph 3. In addition, by consenting to the terms of this Agreement and the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, the Participant expressly agrees and acknowledges that Fidelity may deliver all documents, statements and notices associated with the Plan and this Agreement to the Participant in electronic form. The Participant and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and Verizon executed this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) in paper form.
22. Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law.
23. Applicable Law. Except as expressly provided in Exhibit B, the validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
24. Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President and Chief Human Resources Officer of Verizon at One Verizon Way, Basking Ridge, New Jersey 07920 and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by
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hand, sent by telecopy, sent by overnight carrier, or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
25. Dispute Resolution.
(a) General. Except as otherwise provided in paragraph 26 below, all disputes arising under or related to the Plan or this Agreement and all claims in which a Participant seeks damages or other relief that relate in any way to PSUs or other benefits of the Plan are subject to the dispute resolution procedure described below in this paragraph 25.
(i) For purposes of this Agreement, the term “Units Award Dispute” shall mean any claim against the Company or a Related Company, other than Units Damages Disputes described in paragraph (a)(ii) below, regarding (A) the interpretation of the Plan or this Agreement, (B) any of the terms or conditions of the PSUs issued under this Agreement, or (C) allegations of entitlement to PSUs or additional PSUs, or any other benefits, under the Plan or this Agreement; provided, however, that any dispute relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement or to the forfeiture of an award as a result of a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall not be subject to the dispute resolution procedures provided for in this paragraph 25.
(ii) For purposes of this Agreement, the term “Units Damages Dispute” shall mean any claims between the Participant and the Company or a Related Company (or against the past or present directors, officers, employees, representatives, or agents of the Company or a Related Company, whether acting in their capacity as such or otherwise), that are related in any way to the Participant’s employment or former employment, including claims of alleged employment discrimination, wrongful termination, or violations of Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Family Medical Leave Act, the Sarbanes-Oxley Act, or any other U.S. federal, state or local law, statute, regulation, or ordinance relating to employment or any common law theories of recovery relating to employment, such as breach of contract, tort, or public policy claims, in which the damages or other relief sought relate in any way to PSUs or other benefits of the Plan or this Agreement.
(b) Internal Dispute Resolution Procedure. All Units Award Disputes, and all Units Damages Dispute alleging breach of contract, tort, or public policy claims with respect to the Plan or this Agreement (collectively, “Plan Disputes”), shall be referred in the first instance to the Verizon Employee Benefits Committee (“EB Committee”) for resolution internally within Verizon. Except where otherwise prohibited by law, all Plan Disputes must be filed in writing with the EB Committee no later than one year from the date that the dispute accrues. Consistent with paragraph 25(c)(i) of this Agreement, all decisions relating to the enforceability of the limitations period contained herein shall be made by the arbitrator. To the fullest extent permitted by law, the EB Committee shall have full power, discretion, and authority to interpret the Plan and this Agreement and to decide all Plan Disputes brought under this Plan and Agreement. Determinations made by the EB Committee shall be final, conclusive and binding, subject only to review by arbitration pursuant to paragraph (c) below under the arbitrary and capricious standard of review. A Participant’s failure to refer a Plan Dispute to the EB Committee for resolution will in no way impair the Company’s right to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii).
(c) Arbitration. All appeals from determinations by the EB Committee as described in paragraph (b) above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant’s failure to initiate arbitration within one year will in no way impair the Company’s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings.
(i) The arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), existing Company policy, and applicable substantive Delaware State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court.
(ii) The Participant understands and agrees that, pursuant to this Agreement, with respect to Units Award Disputes and Units Damages Disputes, both the Participant and the Company or a Related Company waive any right to sue each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in
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such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond.
(iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party.
(iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes and Units Damages Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above). Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent.
(v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of Delaware shall apply without giving effect to the conflicts of laws provisions thereof.
(vi) To the extent an arbitrator determines that the Participant was not terminated for Cause and is entitled to the PSUs or any other benefits under the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a separation agreement satisfactory to Verizon as provided under paragraph 7(c)(3) shall remain applicable in order to receive the benefit of any PSUs pursuant to this Agreement.
26. Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
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Exhibit A - Participant’s Obligations | ||
As part of the Agreement to which this Exhibit A is attached, you, the Participant, agree to the following obligations:
1. Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions.
(a) General. Notwithstanding anything in this Agreement to the contrary, you agree that, with respect to all PSUs granted to you on or after January 1, 2007 and all short-term incentive awards made to you on or after January 1, 2007, to the extent the Company or any Related Company is required to materially restate any financial results based upon your willful misconduct or gross negligence while employed by the Company or any Related Company (and where such restatement would have resulted in a lower payment being made to you), you will be required to repay all previously paid or deferred (i) PSUs and (ii) short-term incentive awards that were provided to you during the performance periods that are the subject of the restated financial results, plus a reasonable rate of interest. For purposes of this paragraph, “willful misconduct” and “gross negligence” shall be as determined by the Committee. The Audit Committee of the Verizon Board of Directors shall determine whether a material restatement of financial results has occurred. If you do not repay the entire amount required under this paragraph, the Company may, to the extent permitted by applicable law, offset your obligation to repay against any source of income available to it, including but not limited to any money you may have in your nonqualified deferral accounts.
(b) Requirements of Recoupment Policy or Applicable Law. The repayment rights contained in paragraph 1(a) of Exhibit A shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any Company recoupment policy that may apply to you, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or under any other applicable law. By accepting this award of PSUs, you agree and consent to the Company’s application, implementation and enforcement of any such Company recoupment policy (as it may be in effect from time to time) that may apply to you and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and expressly agree that the Company may take such actions as are permitted under any such policy (as applicable to you) or applicable law, such as the cancellation of PSUs and repayment of amounts previously paid or deferred with respect to any previously granted PSUs or short-term incentive awards, without further consent or action being required by you.
(c) Company Policies Regarding Securities Transactions. By accepting this award of PSUs, you agree to comply with all Company policies regarding trading in securities or derivative securities (including, without limitation, the Company’s policies prohibiting trading on material inside information regarding the Company or any business with which the Company does business, the Company’s policies prohibiting engaging in financial transactions that would allow you to benefit from a devaluation of the Company’s securities, and any additional policy that the Company may adopt prohibiting you from hedging your economic exposure to the Company’s securities), as such policies are in effect from time to time and for as long as such policies are applicable to you.
2. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit A, all capitalized terms used in this Exhibit A shall have the definitions given to those terms in the Agreement to which this Exhibit A is attached.
3. Agreement to Participant’s Obligations. You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit A in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit A in paper form.
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Exhibit B – Non-Competition, Non-Solicitation, Confidentiality and Other Obligations | ||
As part of the Agreement to which this Exhibit B is attached, and in consideration for the grant of PSUs under the Agreement, you (the Participant), and the Company or any Related Company which employs or employed you, agree to the following obligations:
1. Non-competition.
(a) Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):
(1) personally engage in Competitive Activities (as defined below); or
(2) work for, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or provide consulting or advisory services to, any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any company or person affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities; provided that your purchase or holding, for investment purposes, of securities of a publicly traded company shall not constitute “ownership” or “participation in the ownership” for purposes of this paragraph so long as your equity interest in any such company is less than a controlling interest;
provided that this paragraph (a) shall not prohibit you from (i) being employed by, or providing services to, a consulting firm, provided that you do not personally engage in Competitive Activities or provide consulting or advisory services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any person or entity affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or (ii) engaging in the practice of law as an in-house counsel, sole practitioner or as a partner in (or as an employee of or counsel to) a corporation or law firm in accordance with applicable legal and professional standards. Exception (ii), however, does not apply to you engaging in Competitive Activities or providing services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, wherein such engagement or services being provided are not primarily the practice of law.
(b) Competitive Activities. For purposes of the Agreement, to which this Exhibit B is attached,
“Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.
2. Interference With Business Relations. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):
(a) recruit, induce or solicit, directly or indirectly, any employee of the Company or Related Company who was employed by the Company or any Related Company prior to or as of your termination date and whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company for employment or for retention as a consultant or service provider to any person or entity;
(b) hire or participate (with another person or entity) in the process of recruiting, soliciting or hiring, directly or indirectly, any person who is then an employee of the Company or any Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company, or provide, directly or indirectly, names or other information about any employees of the Company or Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company to any person or entity under circumstances that could lead to the use of any such information for purposes of recruiting, soliciting or hiring any such employee for any person or entity;
(c) interfere, or attempt to interfere, directly or indirectly, with any relationship of the Company or any Related Company with any of its employees, agents, or representatives;
(d) solicit or induce, or in any manner attempt to solicit or induce, directly or indirectly, any client, customer, or Prospect (defined below) of the Company or any Related Company (1) to cease being, or not to become, a customer of the Company or any Related Company, or (2) to divert any business of such customer or Prospect from the Company or any Related Company; or
(e) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, directly or indirectly, the relationship, contractual or otherwise, between the Company or any Related Company and any of its customers, clients, Prospects, suppliers, vendors, service providers, developers, joint ventures, equity investments or partners, inventors, consultants, employees, agents, or representatives.
For purposes of paragraphs 2(d) and 2(e), “Prospect” shall mean any person or entity from whom or which any business was being solicited by Verizon or any Related Company within the most recent 12 month period of your employment.
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3. Protection of Confidential Information. You shall at all times, including after any termination of your employment with the Company or any Related Company, preserve the confidentiality of all Confidential Information (defined below) of the Company or any Related Company, and you shall not use for the benefit of yourself or any person, other than the Company or a Related Company, or disclose to any person, except and to the extent that disclosure of such information is authorized under applicable laws or regulations (e.g., “whistleblower” laws such as 18 USC 1833(b) described below), any Confidential Information or trade secrets of the Company or any Related Company. “Confidential Information” means any information or data related to the Company or any Related Company, including information entrusted to the Company or a Related Company by others, which has not been fully disclosed to the public by the Company or a Related Company, which is treated as confidential or otherwise protected within the Company or any Related Company or is of value to competitors, such as: trade secrets; strategic or tactical business plans; undisclosed business, operational or financial data; ideas, processes, methods, techniques, systems, models, devices, programs, computer software, or related information; documents relating to regulatory matters or correspondence with governmental entities; information concerning any past, pending, or threatened legal dispute; pricing or cost data; the identity, reports or analyses of business prospects; business transactions (including those that are contemplated or planned); research data; personnel information or data; identities of suppliers to the Company or any Related Company or users or purchasers of the Company’s or Related Company’s products or services; the Agreement to which this Exhibit B is attached; and any other non-public information pertaining to or known by the Company or a Related Company, including confidential or non-public information of a third party that you know or should know the Company or a Related Company is obligated to protect. For the avoidance of doubt, any information that becomes publicly known through no fault of mine shall not be considered “Confidential Information” for purposes of this Agreement after it becomes publicly known. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
4. Return of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby grant and assign, all worldwide right, title and interest in and to any Intellectual Property (defined below) to Company (or, as applicable, a Related Company).You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any Intellectual Property and to vest title thereto solely in the Company (or, as applicable, a Related Company). You irrevocably designate and appoint Verizon, its duly authorized officers and legal counsel, as your agents and attorneys-in-fact authorized to execute and file any document in your name that is necessary to secure, perfect or memorialize the rights of Company (or, as applicable, a Related Company) in Intellectual Property, such power of attorney coupled with the interest conveyed by you in Intellectual Property. You waive any moral rights, artist’s rights or the like you may obtain in any Intellectual Property, or, to the extent such waiver is not permitted by law, hereby agree not to assert any moral rights, artist’s rights or the like to any Intellectual Property against Company, any Related Company, or their assignees or licensees. As used herein, “Intellectual Property” means any of the following created, invented, discovered or developed by you (alone or with others) during the period of your employment by Company or any Related Company: (a) ideas, inventions, designs, models, algorithms and discoveries (whether patentable or not); computer programs, documents, images, works of authorship and other information fixed in tangible media (whether copyrightable or not); trade secrets, know how, models, data and other Confidential Information regarding the business of Company or any Related Company; trademarks, trade dress, designs and other indicia or origin (whether registered or not); and all worldwide intellectual property rights obtained based on the foregoing, including patents, utility models, copyrights, trademarks, trade secrets, rights in data, or other intellectual property or neighboring rights. Notwithstanding the foregoing, Intellectual Property does not include anything developed entirely on your own time without using any equipment, supplies, facilities or confidential information of Company or any Related Company, except that which (i) relates at the time of its conception or reduction to practice to the business of Company or any Related Company or actual or demonstrably anticipated research or development of Company or any Related Company, or (ii) results from any work performed by you for Company or any Related Company.
5. Nondisparagement. You agree to take no action that would cause the Company or any Related Company (including its present and former employees and directors) embarrassment or humiliation or otherwise cause or contribute to the Company or any Related Company (including its present and former employees and directors) being held in a negative light or in disrepute by the general public or the Company’s or any Related Company's clients, shareholders, customers, federal or state regulatory agencies, employees, agents, officers, or directors. Nothing in this provision prohibits you from providing truthful testimony as required by law or to a government authority with jurisdiction over the Company or a Related Company in connection with an investigation by that authority, as to a possible violation of applicable law.
6. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached.
7. Agreement to Non-Competition, Non-Solicitation, Confidentiality and Other Obligations.
(a)You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the restrictions set forth in paragraphs 1 and 2 above are reasonable in nature and are no broader than are necessary to maintain the confidential information, trade secrets and the goodwill of the Company and its Related Companies and to protect the other legitimate business interests of the Company and its Related Companies and are not unduly restrictive on you. In addition, you and the Company agree and intend that the covenants contained in paragraphs 1 and 2 shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States and each country of the world. It is the desire and intent of the parties
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hereto that the provisions of this Exhibit B be enforced to the fullest extent permissible under the governing laws and public policies of the State of New Jersey, and to the extent applicable, each jurisdiction in which enforcement is sought. Accordingly, if any provision in this Exhibit B or deemed to be included in this Exhibit B shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable.
(b)You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit B in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit B in paper form.
(c)You acknowledge that you have been advised in writing to, and have had the opportunity to, consult with counsel of your choice concerning the terms and conditions of this Exhibit B and that you have been provided with at least fourteen (14) days to review and consider this Exhibit B prior to accepting it.
(d)To ensure compliance with your obligations and restrictions set forth in this Exhibit B, you agree that you will disclose to a designated member of the Company’s Executive Compensation department any contemplated post-employment activity in which you intend to engage during the twelve (12) months following the termination of your employment with the Company or any Related Company for any reason, whether as an employee, owner, advisor and/or any other capacity, prior to you commencing any such post-employment activity.
8. Governing Law and Non-exclusive Forum. The parties expressly agree: (a) that, because the Plan is centrally administered in the State of New Jersey by employees of a Verizon Communications Inc. affiliate, the subject matter of this Exhibit B bears a reasonable relationship to the State of New Jersey; (b) that this Exhibit B is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to that jurisdiction’s choice of law rules, except to the extent that the terms of Massachusetts General Laws chapter 149, section 24L, Washington Revised Code chapter 49.62, or Colo. Rev. Stat. § 8-2-113 apply; and (c) the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this Exhibit B, and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts.
9. State-Specific Notifications. The following notification is provided to you pursuant to certain state laws regarding invention assignments by employees. (I) FOR ANY TIME DURING WHICH YOU ARE EMPLOYED IN THE STATES OF CALIFORNIA, DELAWARE, ILLINOIS, KANSAS, MINNESOTA, NEW JERSEY, NORTH CAROLINA, UTAH OR WASHINGTON BY VERIZON OR ANY RELATED COMPANY, THIS IS TO NOTIFY you, in accordance with the laws of the aforementioned states, that this Agreement does not require you to assign or offer to assign to Verizon or any Related Company any invention that you developed entirely on your own time without using the equipment, supplies, facilities or trade secret information of Verizon or a Related Company except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the business, or actual or demonstrably anticipated research or development, of Verizon or a Related Company; or (2) Result from any work performed by you for Verizon or a Related Company. (II) You are not required to assign an invention that is excluded from assignment in part (I) to Verizon or a Related Company during the time you are employed in the states noted above. (III) The exclusion of part (I) does not apply to any patent or invention covered by a contract between Verizon or a Related Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.
VERIZON COMMUNICATIONS, INC.:
By:____________________
Todd N. Brooks
Todd N. Brooks
Senior Vice President – Compensation & Benefits
THE PARTICIPANT:
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EXHIBIT 10b
VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN
2023 RESTRICTED STOCK UNIT AGREEMENT
AGREEMENT between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries.
1. Purpose of Agreement. The purpose of this Agreement is to provide a grant of restricted stock units (“RSUs”) to the Participant.
2. Agreement. This Agreement is entered into pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”), and evidences the grant of a restricted stock unit award in the form of RSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participant’s obligations and restrictions set forth in Exhibit A to this Agreement and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in Exhibit B to this Agreement, both of which are incorporated into and are a part of the Agreement. The RSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon’s Board of Directors or any successor thereto (the “Committee”), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control.
3. Contingency. The grant of RSUs is contingent on the Participant’s timely acceptance of this Agreement and satisfaction of the other conditions contained in it. Acceptance shall be through execution of the Agreement as set forth in paragraph 21. If the Participant does not accept this Agreement by the close of business on May 19, 2023, the Participant shall not be entitled to this grant of RSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied. In addition, to the extent a Participant is on a Company approved leave of absence, including but not limited to short-term disability leave, he or she will not be entitled to this grant of RSUs until such time as he or she returns to work with Verizon or a Related Company (as defined in paragraph 13) and accepts this Agreement within the time period established by the Company.
4. Number of Units. The Participant is granted the number of RSUs as specified in the Participant’s account under the 2023 RSU grant, administered by Fidelity Investments or any successor thereto (“Fidelity”). A RSU is a hypothetical share of Verizon’s common stock. The value of a RSU on any given date shall be equal to the closing price of Verizon’s common stock on the New York Stock Exchange (“NYSE”) as of such date. A Dividend Equivalent Unit (“DEU”) or fraction thereof shall be added to each RSU each time that a dividend is paid on Verizon’s common stock with respect to each dividend record date that occurs after the date of grant and prior to the payment of a RSU. The amount of each DEU shall be equal to the corresponding dividend paid on a share of Verizon’s common stock. The DEU shall be converted into RSUs or fractions thereof based upon the closing price of Verizon’s common stock traded on the NYSE on the dividend payment date of each declared dividend on Verizon’s common stock, and such RSUs or fractions thereof shall be added to the Participant’s RSU balance. DEUs that are credited will be subject to the same vesting, termination and other terms as the RSUs to which they relate. To the extent that Fidelity or the Company makes an error, including but not limited to an administrative error with respect to the number or value of the RSUs granted to the Participant under this Agreement, the DEUs credited to the Participant’s account or the amount of the final award payment, the Company or Fidelity specifically reserves the right to correct such error at any time and the Participant agrees that he or she shall be legally bound by any corrective action taken by the Company or Fidelity.
5. Vesting.
(a) General. The Participant shall vest in the RSUs as follows: one-third of the total number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2024, one-third of the total number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2025, and the remaining number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2026. The Participant must be continuously employed by the Company or a Related Company (as defined in paragraph 13) from the date the RSUs are granted through each of the applicable vesting dates specified in this paragraph 5(a) as a condition to the vesting of the applicable installment of the RSUs, except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of RSUs”) or as otherwise provided by the Committee.
(b) Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Full Retirement” or “Early Retirement” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a “Full Retirement” or “Early Retirement”, as applicable.
6. Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) (but in no event later than two and one-half months after the applicable vesting date), the number of shares that shall be paid shall equal the number of RSUs that vested on the applicable vesting date (minus shares withheld for taxes). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a RSU, the RSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect.
7. Early Cancellation/Accelerated Vesting of RSUs. Notwithstanding the provisions of paragraph 5, RSUs may vest or be forfeited before the applicable vesting and payment dates set forth above as follows:
(a) Termination for Cause. If the Participant’s employment by the Company or a Related Company is terminated by the Company or a Related Company for Cause (as defined below) at any time prior to the date that the RSUs are paid pursuant to paragraph 6, the RSUs (whether vested or not) shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant.
(b) Voluntary Separation On or Before March 1, 2026 for any Reason other than Full Retirement or Early Retirement. If the Participant separates from employment on or before March 1, 2026 for any reason other than as specified in paragraph 7(c) below, all then-unvested RSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant.
(c) Full Retirement, Early Retirement, Involuntary Termination Without Cause or Termination Due to Death or Disability.
(1) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement on or after the last business day prior to July 1, 2023 and on or before March 1, 2026, or (B) due to the Participant’s death or Disability (as defined below) on or before March 1, 2026, then: (i) the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and (ii) the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a).
(2) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement before the last business day prior to July 1, 2023, or (B) by reason of the Participant’s Early Retirement, or an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause on or before March 1, 2026, then: (i) the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and (ii) if the separation from employment occurs other than on a scheduled vesting date applicable to the RSUs (as such scheduled vesting dates are set forth in paragraph 5(a)), the Participant shall vest in a Pro-Rata Portion (as defined below) of the Participant’s then-unvested RSUs that were (but for such separation from employment) scheduled to vest pursuant to paragraph 5(a) on the first vesting date scheduled to occur after the date of the Participant’s separation from employment (such vesting date, the “Next Scheduled Vesting Date”). For this purpose, “Pro-Rata Portion” means a fraction, the numerator of which is the total number of calendar days in the period beginning with the day immediately following the last scheduled vesting date pursuant to paragraph 5(a) to have occurred prior to the date of the Participant’s separation from employment (or, if no such prior vesting date had occurred prior to the date of the Participant’s separation from employment, beginning with the day immediately following the date of grant of the award) through and including the date of the Participant’s separation from employment, and the denominator of which is the total number of calendar days in the period beginning with the day immediately following the last scheduled vesting date pursuant to paragraph 5(a) to have occurred prior to the date of the Participant’s separation from employment (or, if no such prior vesting date had occurred prior to the date of the Participant’s separation from employment, beginning with the day immediately following the date of grant of the award) through and including the Next Scheduled Vesting Date.
(3) The accelerated vesting of any RSUs pursuant to paragraph 7(c)(1) or 7(c)(2) is conditioned on (i) the Participant not committing a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement and (ii) the Participant executing, within the time prescribed by Verizon, a separation agreement satisfactory to Verizon, which separation agreement will include, among other terms, a general release waiving any claims the Participant may have against Verizon and any Related Company and non-competition and non-solicitation provisions that are no more restrictive than those contained in Exhibit B (otherwise, paragraph 7(b) shall apply).
(4) Any RSUs that vest pursuant to paragraph 7(c)(1) or 7(c)(2) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under paragraph 7(c)(1) or 7(c)(2) (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)).
(d) Change in Control. If a Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): (i) the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and (ii) the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a); provided, however, that all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)).
(e) Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5.
(f) Defined Terms. For purposes of this Agreement, the following definitions shall apply:
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(1) “Cause” means the occurrence of any of the following: (i) incompetence or negligence in the discharge of, or inattention to or neglect of or failure to perform, the duties and responsibilities assigned to the Participant; fraud, misappropriation or embezzlement; or a material breach of the Verizon Code of Conduct (as in effect at the relevant time) or any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, all as determined by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) in her or his discretion, or (ii) commission of any felony of which the Participant is finally adjudged guilty by a court of competent jurisdiction.
(2) “Disability” means the total and permanent disability of the Participant as defined by, or determined under, the Company’s long-term disability benefit plan.
(3) “Early Retirement” means with respect to a Participant to cease to be employed by the Company or a Related Company at a time that the Participant has attained (i) 55 years of age, but less than 65 years of age, and (ii) 5 or more years of vesting service, but less than 10 years of vesting service. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan.
(4) “Full Retirement” means with respect to a Participant: (i) to cease to be employed by the Company or a Related Company due to voluntary separation after the Participant has attained at least one of the following: (A) at least 15 years of vesting service and a combination of age and years of vesting service that equals or exceeds 75 points, (B) 65 years of age and 5 years of vesting service, or (C) 55 years of age and 10 years of vesting service; (ii) to cease to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause after the Participant attained at least one of the following: (A) at least 15 years of vesting service and a combination of age and years of vesting service that equals or exceeds 73 points, (B) 65 years of age and 5 years of vesting service, or (C) 55 years of age and 10 years of vesting service; or (iii) retirement of the Participant under any other circumstances determined in writing by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee), provided that, in any case, the retirement was not occasioned by a discharge for Cause. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan. For clarity, a “point” for these purposes means one year of age or one year of vesting service.
8. Shareholder Rights. The Participant shall have no rights as a shareholder with respect to the RSUs until the date on which the Participant becomes the holder of record with respect to any shares of Verizon common stock to which this grant relates. Except as provided in the Plan or in this Agreement, no adjustment shall be made for dividends or other rights for which the record date occurs while the RSUs are outstanding.
9. Amendment of Agreement. Except to the extent required by law or specifically contemplated under this Agreement, neither the Committee nor the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) may, without the written consent of the Participant, change any term, condition or provision affecting the RSUs if the change would have a material adverse effect upon the RSUs or the Participant’s rights thereto. Nothing in the preceding sentence shall preclude the Committee or the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) from exercising administrative discretion with respect to the Plan or this Agreement, and the exercise of such discretion shall be final, conclusive and binding. This discretion includes, but is not limited to, corrections of any errors, including but not limited to any administrative errors, and determining whether the Participant has been discharged for Cause, has a Disability, has attained Full Retirement or Early Retirement, has breached any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement or has satisfied the requirements for vesting and payment under paragraphs 5 and 7 of this Agreement.
10. Assignment. The RSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution.
11. Beneficiary. The Participant shall designate a beneficiary in writing and in such manner as is acceptable to the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee). Each such designation shall revoke all prior designations by the Participant with respect to the Participant’s benefits under the Plan and shall be effective only when filed by the Participant with the Company during the Participant’s lifetime. If the Participant fails to so designate a beneficiary, or if no such designated beneficiary survives the Participant, the Participant’s beneficiary shall be the Participant’s estate.
12. Other Plans and Agreements. Any payment received by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior RSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company.
13. Company and Related Company. For purposes of this Agreement, “Company” means Verizon Communications Inc. “Related Company” means (a) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or (b) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement.
14. Employment Status. The grant of the RSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company. In addition, acceptance of this Agreement shall not be deemed to be a condition of continuing employment.
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15. Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of RSUs, and the Company shall make such arrangements as it deems necessary for withholding of any taxes it determines are required to be withheld pursuant to any applicable law or regulation.
16. Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable.
17. Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee of Verizon’s Board of Directors may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.
18. Successors. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and the person or entity to whom the RSUs may have been transferred by will, the laws of descent and distribution, or beneficiary designation. All terms and conditions of this Agreement imposed upon the Participant shall, unless the context clearly indicates otherwise, be deemed, in the event of the Participant’s death, to refer to and be binding upon the Participant’s heirs and beneficiaries.
19. Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The RSUs are intended to not be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent.
20. Defined Terms. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate.
21. Execution of Agreement. The Participant shall indicate his or her consent and acknowledgment to the terms of this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) and the Plan by executing this Agreement pursuant to the instructions provided and otherwise shall comply with the requirements of paragraph 3. In addition, by consenting to the terms of this Agreement and the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, the Participant expressly agrees and acknowledges that Fidelity may deliver all documents, statements and notices associated with the Plan and this Agreement to the Participant in electronic form. The Participant and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and Verizon executed this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) in paper form.
22. Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law.
23. Applicable Law. Except as expressly provided in Exhibit B, the validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
24. Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President and Chief Human Resources Officer of Verizon at One Verizon Way, Basking Ridge, New Jersey 07920 and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy, sent by overnight carrier, or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
25. Dispute Resolution.
(a) General. Except as otherwise provided in paragraph 26 below, all disputes arising under or related to the Plan or this Agreement and all claims in which a Participant seeks damages or other relief that relate in any way to RSUs or other benefits of the Plan are subject to the dispute resolution procedure described below in this paragraph 25.
(i) For purposes of this Agreement, the term “Units Award Dispute” shall mean any claim against the Company or a Related Company, other than Units Damages Disputes described in paragraph (a)(ii) below, regarding (A) the interpretation of the Plan or this Agreement, (B) any of the terms or conditions of the RSUs issued under this Agreement, or (C) allegations of entitlement to RSUs or additional RSUs, or any other benefits, under the Plan or this Agreement; provided, however, that any dispute relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement or to the forfeiture of an award as a result of a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall not be subject to the dispute resolution procedures provided for in this paragraph 25.
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(ii) For purposes of this Agreement, the term “Units Damages Dispute” shall mean any claims between the Participant and the Company or a Related Company (or against the past or present directors, officers, employees, representatives, or agents of the Company or a Related Company, whether acting in their capacity as such or otherwise), that are related in any way to the Participant’s employment or former employment, including claims of alleged employment discrimination, wrongful termination, or violations of Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Family Medical Leave Act, the Sarbanes-Oxley Act, or any other U.S. federal, state or local law, statute, regulation, or ordinance relating to employment or any common law theories of recovery relating to employment, such as breach of contract, tort, or public policy claims, in which the damages or other relief sought relate in any way to RSUs or other benefits of the Plan or this Agreement.
(b) Internal Dispute Resolution Procedure. All Units Award Disputes, and all Units Damages Dispute alleging breach of contract, tort, or public policy claims with respect to the Plan or this Agreement (collectively, “Plan Disputes”), shall be referred in the first instance to the Verizon Employee Benefits Committee (“EB Committee”) for resolution internally within Verizon. Except where otherwise prohibited by law, all Plan Disputes must be filed in writing with the EB Committee no later than one year from the date that the dispute accrues. Consistent with paragraph 25(c)(i) of this Agreement, all decisions relating to the enforceability of the limitations period contained herein shall be made by the arbitrator. To the fullest extent permitted by law, the EB Committee shall have full power, discretion, and authority to interpret the Plan and this Agreement and to decide all Plan Disputes brought under this Plan and Agreement. Determinations made by the EB Committee shall be final, conclusive and binding, subject only to review by arbitration pursuant to paragraph (c) below under the arbitrary and capricious standard of review. A Participant’s failure to refer a Plan Dispute to the EB Committee for resolution will in no way impair the Company’s right to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii).
(c) Arbitration. All appeals from determinations by the EB Committee as described in paragraph (b) above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant’s failure to initiate arbitration within one year will in no way impair the Company’s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings.
(i) The arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), existing Company policy, and applicable substantive Delaware State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court.
(ii) The Participant understands and agrees that, pursuant to this Agreement, with respect to Units Award Disputes and Units Damages Disputes, both the Participant and the Company or a Related Company waive any right to sue each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond.
(iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party.
(iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes and Units Damages Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above). Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent.
(v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of Delaware shall apply without giving effect to the conflicts of laws provisions thereof.
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(vi) To the extent an arbitrator determines that the Participant was not terminated for Cause and is entitled to the RSUs or any other benefits under the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a separation agreement satisfactory to Verizon as provided under paragraph 7(c)(3) shall remain applicable in order to receive the benefit of any RSUs pursuant to this Agreement.
26. Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
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Exhibit A – Participant’s Obligations | ||
As part of the Agreement to which this Exhibit A is attached, you, the Participant, agree to the following obligations:
1. Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions.
(a) General. Notwithstanding anything in this Agreement to the contrary, you agree that, with respect to all RSUs granted to you on or after January 1, 2007 and all short-term incentive awards made to you on or after January 1, 2007, to the extent the Company or any Related Company is required to materially restate any financial results based upon your willful misconduct or gross negligence while employed by the Company or any Related Company (and where such restatement would have resulted in a lower payment being made to you), you will be required to repay all previously paid or deferred (i) RSUs and (ii) short-term incentive awards that were provided to you during the performance periods that are the subject of the restated financial results, plus a reasonable rate of interest. For purposes of this paragraph, “willful misconduct” and “gross negligence” shall be as determined by the Committee. The Audit Committee of the Verizon Board of Directors shall determine whether a material restatement of financial results has occurred. If you do not repay the entire amount required under this paragraph, the Company may, to the extent permitted by applicable law, offset your obligation to repay against any source of income available to it, including but not limited to any money you may have in your nonqualified deferral accounts.
(b) Requirements of Recoupment Policy or Applicable Law. The repayment rights contained in paragraph 1(a) of Exhibit A shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any Company recoupment policy that may apply to you, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or under any other applicable law. By accepting this award of RSUs, you agree and consent to the Company’s application, implementation and enforcement of any such Company recoupment policy (as it may be in effect from time to time) that may apply to you and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and expressly agree that the Company may take such actions as are permitted under any such policy (as applicable to you) or applicable law, such as the cancellation of RSUs and repayment of amounts previously paid or deferred with respect to any previously granted RSUs or short-term incentive awards, without further consent or action being required by you.
(c) Company Policies Regarding Securities Transactions. By accepting this award of RSUs, you agree to comply with all Company policies regarding trading in securities or derivative securities (including, without limitation, the Company’s policies prohibiting trading on material inside information regarding the Company or any business with which the Company does business, the Company’s policies prohibiting engaging in financial transactions that would allow you to benefit from a devaluation of the Company’s securities, and any additional policy that the Company may adopt prohibiting you from hedging your economic exposure to the Company’s securities), as such policies are in effect from time to time and for as long as such policies are applicable to you.
2. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit A, all capitalized terms used in this Exhibit A shall have the definitions given to those terms in the Agreement to which this Exhibit A is attached.
3. Agreement to Participant’s Obligations. You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit A in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit A in paper form.
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Exhibit B – Non-Competition, Non-Solicitation, Confidentiality and Other Obligations | ||
As part of the Agreement to which this Exhibit B is attached, and in consideration for the grant of RSUs under the Agreement, you (the Participant) and the Company or any Related Company which employs or employed you, agree to the following obligations:
1. Non-competition.
(a) Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):
(1) personally engage in Competitive Activities (as defined below); or
(2) work for, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or provide consulting or advisory services to, any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any company or person affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities; provided that your purchase or holding, for investment purposes, of securities of a publicly traded company shall not constitute “ownership” or “participation in the ownership” for purposes of this paragraph so long as your equity interest in any such company is less than a controlling interest;
provided that this paragraph (a) shall not prohibit you from (i) being employed by, or providing services to, a consulting firm, provided that you do not personally engage in Competitive Activities or provide consulting or advisory services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any person or entity affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or (ii) engaging in the practice of law as an in-house counsel, sole practitioner or as a partner in (or as an employee of or counsel to) a corporation or law firm in accordance with applicable legal and professional standards. Exception (ii), however, does not apply to you engaging in Competitive Activities or providing services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, wherein such engagement or services being provided are not primarily the practice of law.
(b) Competitive Activities. For purposes of the Agreement, to which this Exhibit B is attached,
“Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.
2. Interference With Business Relations. During the period of your employment with the
Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):
(a) recruit, induce or solicit, directly or indirectly, any employee of the Company or Related Company who was employed by the Company or any Related Company prior to or as of your termination date and whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company for employment or for retention as a consultant or service provider to any person or entity;
(b) hire or participate (with another person or entity) in the process of recruiting, soliciting or hiring, directly or indirectly, any person who is then an employee of the Company or any Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company, or provide, directly or indirectly, names or other information about any employees of the Company or Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company to any person or entity under circumstances that could lead to the use of any such information for purposes of recruiting, soliciting or hiring any such employee for any person or entity;
(c) interfere, or attempt to interfere, directly or indirectly, with any relationship of the Company or any Related Company with any of its employees, agents, or representatives;
(d) solicit or induce, or in any manner attempt to solicit or induce, directly or indirectly, any client, customer, or Prospect (defined below) of the Company or any Related Company (1) to cease being, or not to become, a customer of the Company or any Related Company, or (2) to divert any business of such customer or Prospect from the Company or any Related Company; or
(e) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, directly or indirectly, the relationship, contractual or otherwise, between the Company or any Related Company and any of its customers, clients, Prospects, suppliers, vendors, service providers, developers, joint ventures, equity investments or partners, inventors, consultants, employees, agents, or representatives.
For purposes of paragraphs 2(d) and 2(e), “Prospect” shall mean any person or entity from whom or which any business was being solicited by Verizon or any Related Company within the most recent 12 month period of your employment.
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3. Protection of Confidential Information. You shall at all times, including after any termination of your employment with the Company or any Related Company, preserve the confidentiality of all Confidential Information (defined below) of the Company or any Related Company, and you shall not use for the benefit of yourself or any person, other than the Company or a Related Company, or disclose to any person, except and to the extent that disclosure of such information is authorized under applicable laws or regulations (e.g., “whistleblower” laws such as 18 USC 1833(b) described below), any Confidential Information or trade secrets of the Company or any Related Company. “Confidential Information” means any information or data related to the Company or any Related Company, including information entrusted to the Company or a Related Company by others, which has not been fully disclosed to the public by the Company or a Related Company, which is treated as confidential or otherwise protected within the Company or any Related Company or is of value to competitors, such as: trade secrets; strategic or tactical business plans; undisclosed business, operational or financial data; ideas, processes, methods, techniques, systems, models, devices, programs, computer software, or related information; documents relating to regulatory matters or correspondence with governmental entities; information concerning any past, pending, or threatened legal dispute; pricing or cost data; the identity, reports or analyses of business prospects; business transactions (including those that are contemplated or planned); research data; personnel information or data; identities of suppliers to the Company or any Related Company or users or purchasers of the Company’s or Related Company’s products or services; the Agreement to which this Exhibit B is attached; and any other non-public information pertaining to or known by the Company or a Related Company, including confidential or non-public information of a third party that you know or should know the Company or a Related Company is obligated to protect. For the avoidance of doubt, any information that becomes publicly known through no fault of mine shall not be considered “Confidential Information” for purposes of this Agreement after it becomes publicly known. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
4. Return of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby grant and assign, all worldwide right, title and interest in and to any Intellectual Property (defined below) to Company (or, as applicable, a Related Company).You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any Intellectual Property and to vest title thereto solely in the Company (or, as applicable, a Related Company). You irrevocably designate and appoint Verizon, its duly authorized officers and legal counsel, as your agents and attorneys-in-fact authorized to execute and file any document in your name that is necessary to secure, perfect or memorialize the rights of Company (or, as applicable, a Related Company) in Intellectual Property, such power of attorney coupled with the interest conveyed by you in Intellectual Property. You waive any moral rights, artist’s rights or the like you may obtain in any Intellectual Property, or, to the extent such waiver is not permitted by law, hereby agree not to assert any moral rights, artist’s rights or the like to any Intellectual Property against Company, any Related Company, or their assignees or licensees. As used herein, “Intellectual Property” means any of the following created, invented, discovered or developed by you (alone or with others) during the period of your employment by Company or any Related Company: (a) ideas, inventions, designs, models, algorithms and discoveries (whether patentable or not); computer programs, documents, images, works of authorship and other information fixed in tangible media (whether copyrightable or not); trade secrets, know how, models, data and other Confidential Information regarding the business of Company or any Related Company; trademarks, trade dress, designs and other indicia or origin (whether registered or not); and all worldwide intellectual property rights obtained based on the foregoing, including patents, utility models, copyrights, trademarks, trade secrets, rights in data, or other intellectual property or neighboring rights. Notwithstanding the foregoing, Intellectual Property does not include anything developed entirely on your own time without using any equipment, supplies, facilities or confidential information of Company or any Related Company, except that which (i) relates at the time of its conception or reduction to practice to the business of Company or any Related Company or actual or demonstrably anticipated research or development of Company or any Related Company, or (ii) results from any work performed by you for Company or any Related Company.
5. Nondisparagement. You agree to take no action that would cause the Company or any Related Company (including its present and former employees and directors) embarrassment or humiliation or otherwise cause or contribute to the Company or any Related Company (including its present and former employees and directors) being held in a negative light or in disrepute by the general public or the Company’s or any Related Company's clients, shareholders, customers, federal or state regulatory agencies, employees, agents, officers, or directors. Nothing in this provision prohibits you from providing truthful testimony as required by law or to a government authority with jurisdiction over the Company or a Related Company in connection with an investigation by that authority, as to a possible violation of applicable law.
6. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached.
7. Agreement to Non-Competition, Non-Solicitation, Confidentiality and Other Obligations.
(a)You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the restrictions set forth in paragraphs 1 and 2 above are reasonable in nature and are no broader than are necessary to maintain the confidential information, trade secrets and the goodwill of the Company and its Related Companies and to protect the other legitimate business interests of the Company and its Related Companies and are not unduly restrictive on you. In addition, you and the Company agree and intend that the covenants contained in paragraphs 1 and 2 shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States and each country of the world. It is the desire and intent of the parties
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hereto that the provisions of this Exhibit B be enforced to the fullest extent permissible under the governing laws and public policies of the State of New Jersey, and to the extent applicable, each jurisdiction in which enforcement is sought. Accordingly, if any provision in this Exhibit B or deemed to be included in this Exhibit B shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable.
(b)You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit B in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit B in paper form.
(c)You acknowledge that you have been advised in writing to, and have had the opportunity to, consult with counsel of your choice concerning the terms and conditions of this Exhibit B and that you have been provided with at least fourteen (14) days to review and consider this Exhibit B prior to accepting it.
(d)To ensure compliance with your obligations and restrictions set forth in this Exhibit B, you agree that you will disclose to a designated member of the Company’s Executive Compensation department any contemplated post-employment activity in which you intend to engage during the twelve (12) months following the termination of your employment with the Company or any Related Company for any reason, whether as an employee, owner, advisor and/or any other capacity, prior to you commencing any such post-employment activity.
8. Governing Law and Non-exclusive Forum. The parties expressly agree: (a) that, because the Plan is centrally administered in the State of New Jersey by employees of a Verizon Communications Inc. affiliate, the subject matter of this Exhibit B bears a reasonable relationship to the State of New Jersey; (b) that this Exhibit B is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to that jurisdiction’s choice of law rules, except to the extent that the terms of Massachusetts General Laws chapter 149, section 24L, Washington Revised Code chapter 49.62, or Colo. Rev. Stat. § 8-2-113 apply; and (c) the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this Exhibit B, and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts.
9. State-Specific Notifications. The following notification is provided to you pursuant to certain state laws regarding invention assignments by employees. (I) FOR ANY TIME DURING WHICH YOU ARE EMPLOYED IN THE STATES OF CALIFORNIA, DELAWARE, ILLINOIS, KANSAS, MINNESOTA, NEW JERSEY, NORTH CAROLINA, UTAH OR WASHINGTON BY VERIZON OR ANY RELATED COMPANY, THIS IS TO NOTIFY you, in accordance with the laws of the aforementioned states, that this Agreement does not require you to assign or offer to assign to Verizon or any Related Company any invention that you developed entirely on your own time without using the equipment, supplies, facilities or trade secret information of Verizon or a Related Company except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the business, or actual or demonstrably anticipated research or development, of Verizon or a Related Company; or (2) Result from any work performed by you for Verizon or a Related Company. (II) You are not required to assign an invention that is excluded from assignment in part (I) to Verizon or a Related Company during the time you are employed in the states noted above. (III) The exclusion of part (I) does not apply to any patent or invention covered by a contract between Verizon or a Related Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.
VERIZON COMMUNICATIONS, INC.:
By: __________________________
Todd N. Brooks
Todd N. Brooks
Senior Vice President – Compensation & Benefits
THE PARTICIPANT:
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EXHIBIT 31.1
I, Hans E. Vestberg, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Verizon Communications Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: April 27, 2023 | /s/ Hans E. Vestberg | ||||
| Hans E. Vestberg | |||||
| Chairman and Chief Executive Officer | |||||
EXHIBIT 31.2
I, Matthew D. Ellis, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Verizon Communications Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: April 27, 2023 | /s/ Matthew D. Ellis | ||||
| Matthew D. Ellis | |||||
| Executive Vice President and Chief Financial Officer | |||||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
I, Hans E. Vestberg, Chairman and Chief Executive Officer of Verizon Communications Inc. (the Company), certify that:
(1)the report of the Company on Form 10-Q for the quarterly period ending March 31, 2023 (the Report) fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (the Exchange Act); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report.
| Date: April 27, 2023 | /s/ Hans E. Vestberg | ||||
| Hans E. Vestberg | |||||
| Chairman and Chief Executive Officer | |||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Verizon Communications Inc. and will be retained by Verizon Communications Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
I, Matthew D. Ellis, Executive Vice President and Chief Financial Officer of Verizon Communications Inc. (the Company), certify that:
(1)the report of the Company on Form 10-Q for the quarterly period ending March 31, 2023 (the Report) fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (the Exchange Act); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report.
| Date: April 27, 2023 | /s/ Matthew D. Ellis | ||||
| Matthew D. Ellis | |||||
| Executive Vice President and Chief Financial Officer | |||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Verizon Communications Inc. and will be retained by Verizon Communications Inc. and furnished to the Securities and Exchange Commission or its staff upon request.