Edgar Filing: VERIZON COMMUNICATIONS INC

At September 30,

At December 31,

(dollars in millions)

Wireless licenses

Document

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 September 30, 2018



☐	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

Verizon Communications Inc.

(Exact name of registrant as specified in its charter)



Delaware		23-2259884
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1095 Avenue of the Americas New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000



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.

	Large accelerated filer	☒	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 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 September 30, 2018, 4,132,015,101 shares of the registrant’s common stock were outstanding, after deducting 159,418,545 shares held in treasury.

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		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income	3
	Three and nine months ended September 30, 2018 and 2017

	Condensed Consolidated Statements of Comprehensive Income	4
	Three and nine months ended September 30, 2018 and 2017

	Condensed Consolidated Balance Sheets	5
	At September 30, 2018 and December 31, 2017

	Condensed Consolidated Statements of Cash Flows	6
	Nine months ended September 30, 2018 and 2017

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55

Item 4.	Controls and Procedures	55

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55

Item 6.	Exhibits	56

Signature		57

Certifications

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Part I - Financial Information

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Statements of Income

Verizon Communications Inc. and Subsidiaries



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(dollars in millions, except per share amounts) (unaudited)	2018			2017			2018			2017

Operating Revenues
Service revenues and other	$	27,254		$	27,365		$	81,145		$	79,665
Wireless equipment revenues	5,353			4,352			15,437			12,414
Total Operating Revenues	32,607			31,717			96,582			92,079

Operating Expenses
Cost of services (exclusive of items shown below)	7,842			8,009			24,022			22,697
Wireless cost of equipment	5,489			4,965			16,195			14,808
Selling, general and administrative expense (including net gain on sale of divested businesses of $1,774 for the nine months ended September 30, 2017)	7,224			7,483			21,673			20,112
Depreciation and amortization expense	4,377			4,272			13,051			12,498
Total Operating Expenses	24,932			24,729			74,941			70,115

Operating Income	7,675			6,988			21,641			21,964
Equity in losses of unconsolidated businesses	(3		)	(22		)	(250		)	(71		)
Other income (expense), net	214			(291		)	499			(719		)
Interest expense	(1,211		)	(1,164		)	(3,634		)	(3,514		)
Income Before Provision For Income Taxes	6,675			5,511			18,256			17,660
Provision for income taxes	(1,613		)	(1,775		)	(4,282		)	(5,893		)
Net Income	$	5,062		$	3,736		$	13,974		$	11,767

Net income attributable to noncontrolling interests	$	138		$	116		$	385		$	335
Net income attributable to Verizon	4,924			3,620			13,589			11,432
Net Income	$	5,062		$	3,736		$	13,974		$	11,767

Basic Earnings Per Common Share
Net income attributable to Verizon	$	1.19		$	0.89		$	3.29		$	2.80
Weighted-average shares outstanding (in millions)	4,136			4,084			4,125			4,083

Diluted Earnings Per Common Share
Net income attributable to Verizon	$	1.19		$	0.89		$	3.29		$	2.80
Weighted-average shares outstanding (in millions)	4,140			4,089			4,129			4,088

Dividends declared per common share	$	0.6025		$	0.5900		$	1.7825		$	1.7450

See Notes to Condensed Consolidated Financial Statements

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Condensed Consolidated Statements of Comprehensive Income

Verizon Communications Inc. and Subsidiaries



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(dollars in millions) (unaudited)	2018			2017		2018			2017

Net Income	$	5,062		$	3,736	$	13,974		$	11,767
Other Comprehensive Income (Loss), Net of Tax (Expense) Benefit
Foreign currency translation adjustments	10			117		(73		)	205
Unrealized gain (loss) on cash flow hedges, net of tax of $(118), $(22), $(243) and $109	329			104		678			(94		)
Unrealized gain (loss) on marketable securities, net of tax of $2, $0, $3 and $7	(1		)	1		(5		)	(5		)
Defined benefit pension and postretirement plans, net of tax of $117, $(126), $235 and $48	(342		)	177		(688		)	(96		)
Other comprehensive income (loss) attributable to Verizon	(4		)	399		(88		)	10
Total Comprehensive Income	$	5,058		$	4,135	$	13,886		$	11,777

Comprehensive income attributable to noncontrolling interests	$	138		$	116	$	385		$	335
Comprehensive income attributable to Verizon	4,920			4,019		13,501			11,442
Total Comprehensive Income	$	5,058		$	4,135	$	13,886		$	11,777

See Notes to Condensed Consolidated Financial Statements

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Condensed Consolidated Balance Sheets

Verizon Communications Inc. and Subsidiaries



	At September 30,			At December 31,
(dollars in millions, except per share amounts) (unaudited)	2018			2017

Assets
Current assets
Cash and cash equivalents	$	2,538		$	2,079
Accounts receivable, net of allowances of $851 and $939	24,012			23,493
Inventories	1,270			1,034
Prepaid expenses and other	5,334			3,307
Total current assets	33,154			29,913

Property, plant and equipment	252,030			246,498
Less accumulated depreciation	164,566			157,930
Property, plant and equipment, net	87,464			88,568

Investments in unconsolidated businesses	732			1,039
Wireless licenses	94,006			88,417
Goodwill	29,200			29,172
Other intangible assets, net	9,731			10,247
Other assets	11,275			9,787
Total assets	$	265,562		$	257,143

Liabilities and Equity
Current liabilities
Debt maturing within one year	$	6,502		$	3,453
Accounts payable and accrued liabilities	19,342			21,232
Other current liabilities	8,323			8,352
Total current liabilities	34,167			33,037

Long-term debt	106,440			113,642
Employee benefit obligations	19,660			22,112
Deferred income taxes	35,712			31,232
Other liabilities	13,496			12,433
Total long-term liabilities	175,308			179,419

Commitments and Contingencies (Note 11)

Equity
Series preferred stock ($0.10 par value; 250,000,000 shares authorized; none issued)	—			—
Common stock ($0.10 par value; 6,250,000,000 shares authorized in each period; 4,291,433,646 and 4,242,374,240 shares issued)	429			424
Additional paid in capital	13,436			11,101
Retained earnings	44,091			35,635
Accumulated other comprehensive income	3,201			2,659
Common stock in treasury, at cost (159,418,545 and 162,897,868 shares outstanding)	(6,987		)	(7,139		)
Deferred compensation – employee stock ownership plans and other	325			416
Noncontrolling interests	1,592			1,591
Total equity	56,087			44,687
Total liabilities and equity	$	265,562		$	257,143

See Notes to Condensed Consolidated Financial Statements

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Condensed Consolidated Statements of Cash Flows

Verizon Communications Inc. and Subsidiaries



	Nine Months Ended
	September 30,
(dollars in millions) (unaudited)	2018			2017

Cash Flows from Operating Activities
Net Income	$	13,974		$	11,767
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	13,051			12,498
Employee retirement benefits	(886		)	(334		)
Deferred income taxes	2,023			2,577
Provision for uncollectible accounts	699			842
Equity in losses of unconsolidated businesses, net of dividends received	291			100
Net gain on sale of divested businesses	—			(1,774		)
Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses	(1,944		)	(6,257		)
Discretionary employee benefits contributions	(1,679		)	(3,411		)
Other, net	715			467
Net cash provided by operating activities	26,244			16,475

Cash Flows from Investing Activities
Capital expenditures (including capitalized software)	(12,026		)	(11,282		)
Acquisitions of businesses, net of cash acquired	(39		)	(6,247		)
Acquisitions of wireless licenses	(1,307		)	(469		)
Proceeds from dispositions of businesses	—			3,614
Other, net	236			1,397
Net cash used in investing activities	(13,136		)	(12,987		)

Cash Flows from Financing Activities
Proceeds from long-term borrowings	5,932			21,915
Proceeds from asset-backed long-term borrowings	3,216			2,878
Repayments of long-term borrowings and capital lease obligations	(9,776		)	(16,457		)
Repayments of asset-backed long-term borrowings	(2,915		)	—
Dividends paid	(7,283		)	(7,067		)
Other, net	(1,595		)	(2,866		)
Net cash used in financing activities	(12,421		)	(1,597		)

Increase in cash, cash equivalents and restricted cash	687			1,891
Cash, cash equivalents and restricted cash, beginning of period	2,888			3,177
Cash, cash equivalents and restricted cash, end of period (Note 1)	$	3,575		$	5,068

See Notes to Condensed Consolidated Financial Statements

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Notes to Condensed Consolidated Financial Statements

Verizon Communications Inc. and Subsidiaries

(Unaudited)



1.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared based upon Securities and Exchange Commission (SEC) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, you should refer to the financial statements for the year ended December 31, 2017 of Verizon Communications Inc. (Verizon or the Company) included in its Current Report on Form 8-K dated May 1, 2018. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. We have reclassified certain prior period amounts to conform to the current period presentation.

Earnings Per Common Share

There were a total of approximately 4 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for both the three and nine months ended September 30, 2018. There were a total of approximately 5 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for both the three and nine months ended September 30, 2017.

Cash, Cash Equivalents and Restricted Cash

Cash collections on the device payment plan agreement receivables collateralizing 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.

Cash, cash equivalents and restricted cash are included in the following line items on the condensed consolidated balance sheets:



	At September 30,		At December 31,		Increase
(dollars in millions)	2018		2017		Increase
Cash and cash equivalents	$	2,538	$	2,079	$	459
Restricted cash:
Prepaid expenses and other	915		693		222
Other assets	122		116		6
Cash, cash equivalents and restricted cash	$	3,575	$	2,888	$	687

Recently Adopted Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)." This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for United States (U.S.) generally accepted accounting principles (GAAP). The standard update also amends current guidance for the recognition of costs to obtain and fulfill contracts with customers such that incremental costs of obtaining and direct costs of fulfilling contracts with customers will be deferred and amortized consistent with the transfer of the related good or service. The standard update intends to provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; and provide more useful information to users of financial statements through improved disclosure requirements. We adopted this standard update beginning on January 1, 2018 using the modified retrospective method. As this method requires that the cumulative effect of initially applying the standard be recognized at the date of application beginning January 1, 2018, we recorded the pre-tax cumulative effect of $3.9 billion ($2.9 billion net of tax) as an adjustment to the January 1, 2018 opening balance of retained earnings.

We applied the new revenue recognition standard to customer contracts not completed at the date of initial application. For incomplete contracts that were modified before the date of adoption, the Company elected to use the practical expedient available under the modified retrospective method, which allows us to aggregate the effect of all modifications when identifying satisfied and unsatisfied performance obligations, determining the transaction price and allocating transaction price to the satisfied and unsatisfied performance obligations for the modified contract at transition. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods.

The following describes the primary changes which contributed to the adjustment recorded to opening retained earnings as of January 1, 2018 and the adjustments reflected in the tables that follow.

In our Wireless business, prior to the adoption of Topic 606, we were required to limit the revenue recognized when a wireless device was sold to the amount of consideration that was not contingent on the provision of future services, which was typically limited to the amount of consideration received from the customer at the time of sale. Under Topic 606, the total consideration in the contract is allocated between wireless equipment and service based on their relative standalone selling prices. This change primarily impacts our arrangements that include sales of

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wireless devices at subsidized prices in conjunction with a fixed-term plan, also known as the subsidy model, for service. Accordingly, under Topic 606, generally more equipment revenue is recognized upon sale of the equipment to the customer and less service revenue is recognized over the contract term than was previously recognized under the prior "Revenue Recognition" (Topic 605) standard. At the time the equipment is sold, this allocation results in the recognition of a contract asset equal to the difference between the amount of revenue recognized and the amount of consideration received from the customer. As of January 2017, we no longer offer consumers new fixed-term plans with subsidized equipment pricing; however, we continue to offer fixed-term plans to our business customers. At September 30, 2018 and December 31, 2017, approximately 15% and 19% of retail postpaid connections were under fixed-term plans, respectively.

Topic 606 also requires the deferral of incremental costs incurred to obtain a customer contract, which are then amortized to expense, as a component of Selling, general and administrative expense, over the respective periods of expected benefit. As a result, a significant amount of our sales commission costs, which were historically expensed as incurred by our Wireless and Wireline businesses under our previous accounting, are now deferred and amortized under Topic 606.

Finally, under Topic 605, at the time of the sale of a device, we imputed risk adjusted interest on the device payment plan agreement receivables. We recorded the imputed interest as a reduction to the related accounts receivable and interest income was recognized over the financed device payment term. Under Topic 606, while there continues to be a financing component in both the fixed-term plans and device payment plans, also known as the installment model, we have determined that this financing component for our customer classes in the Wireless direct channel plans is not significant and therefore we no longer impute interest for these contracts. This change results in additional revenue recognized upon the sale of wireless devices and no interest income recognized over the device payment term.

See Note 2 for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under Topic 606.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in this update make targeted improvements to GAAP by requiring equity securities (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. For investments in equity securities without readily determinable fair values, the cost method is eliminated. A practicability exception is available for investments in equity securities that do not have readily determinable fair values. These investments may be 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. This update simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates impairment exists, an entity is required to measure the investment at fair value. We adopted this standard update in the first quarter of 2018 on a prospective basis resulting in an insignificant adjustment to our opening retained earnings. The amendments related to equity securities without readily determinable fair values are applied prospectively to equity investments that exist as of the date of adoption.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." This standard update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice for these issues. Among the updates, this standard update requires cash receipts from payments on a transferor’s beneficial interests in securitized trade receivables to be classified as cash inflows from investing activities. The amendment relating to beneficial interests in securitization transactions impacted our presentation of collections of certain deferred purchase price from sales of wireless device payment plan agreement receivables in our condensed consolidated statements of cash flows. This standard update was effective as of the first quarter of 2018. We retrospectively reclassified approximately $0.6 billion of deferred purchase price collections from Cash flows from operating activities to Cash flows from investing activities in our condensed consolidated statement of cash flows for the nine months ended September 30, 2017. There were no other significant impacts as a result of adopting this standard.

In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash." The amendments in this update require that cash and cash equivalent balances in a statement of cash flows include those amounts deemed to be restricted cash and restricted cash equivalents. We have provided a reconciliation from Cash and cash equivalents as presented in our condensed consolidated balance sheets to Cash, cash equivalents and restricted cash as reported in our condensed consolidated statements of cash flows. We adopted the amendments in this accounting standard update in the first quarter of 2018 on a retrospective basis. See "Cash, Cash Equivalents and Restricted Cash" for additional information, as well as a discussion of the nature of our restricted cash balances.

In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The amendments in this update require an employer to report the service cost component arising from employer sponsored pension and other postretirement plans in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost, including the recognition of prior service credits, will be presented in the condensed consolidated statements of income separately from the service cost component and outside the subtotal of income from operations. The amendments in this update also allow only the service cost component of pension and other postretirement benefit costs to be eligible for capitalization when applicable. Verizon previously recorded service cost and other components of net periodic benefit cost in operating expenses in the condensed consolidated statements of income. The amendments in this update allow a practical expedient that permits an employer to use the amounts disclosed in its employee benefits footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation. Verizon adopted this standard update on January 1, 2018 and utilized the practical expedient to estimate the impact on the prior comparative period information presented in the condensed consolidated statements of income. As required by the amendments in this update, the presentation of the service cost component and other components of net periodic benefit cost in the condensed consolidated statements of income were applied retrospectively, and the updates for the capitalization of the service cost component

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of net periodic benefit cost in assets will be applied prospectively on and after the effective date. Upon adoption of this standard update, Verizon reclassified the other components of net periodic benefit costs from Cost of services and Selling, general and administrative expense to Other income (expense), net, which is part of non-operating expenses. The retrospective adoption of this standard update resulted in a decrease to consolidated operating income of approximately $0.2 billion and $0.7 billion for the three and nine months ended September 30, 2017, respectively, which was fully offset by amounts reclassified to Other income (expense), net. As such, there was no impact to consolidated net income for the three and nine months ended September 30, 2017.

In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (TCJA). The stranded tax effects result from the change in the federal tax rate for deferred taxes recorded to Accumulated other comprehensive income. This standard update is effective as of the first quarter of 2019; however, early adoption is permitted. Verizon has elected to early adopt this update effective January 1, 2018 and recorded the effects of adoption at the beginning of the period of adoption. The adoption of this standard update resulted in a charge to retained earnings of $0.7 billion which consists primarily of stranded tax effects related to deferred taxes for pensions and postretirement benefits. It is Verizon’s policy to release income tax effects from accumulated other comprehensive income at the same time that the related unit of account affects net income.

In December 2017, the SEC staff issued Staff Accounting Bulletin (SAB) 118 to provide guidance for companies that have not completed their accounting for the income tax effects of the TCJA. Verizon continues to analyze the effects of the TCJA, including the effects of any future Internal Revenue Service and U.S. Treasury guidance and any state tax law changes that may arise as a result of federal tax reform, on its financial statements and operations and include any adjustments to tax expense or benefit from continuing operations in the reporting periods that such adjustments are determined, consistent with the one-year measurement period set forth in SAB 118. As of September 30, 2018, we have not identified or recorded adjustments to the provisional amounts previously disclosed for the year ended December 31, 2017 in our Current Report on Form 8-K dated May 1, 2018. We will finalize our adjustments, if any, during the fourth quarter of 2018.

The cumulative after-tax effect of the changes made to our condensed consolidated balance sheet for the adoption of Topic 606, ASU 2018-02 and other ASUs were as follows:



			Adjustments due to
(dollars in millions)	At December 31, 2017		Topic 606			ASU 2018-02			Other ASUs			At January 1, 2018
Accounts receivable, net of allowance	$	23,493	$	53		$	—		$	—		$	23,546
Prepaid expenses and other	3,307		2,014			—			—			5,321
Other assets	9,787		1,238			—			(59		)	10,966
Investments in unconsolidated businesses	1,039		2			—			—			1,041
Other current liabilities	8,352		(541		)	—			—			7,811
Deferred income taxes	31,232		1,008			—			(31		)	32,209
Other liabilities	12,433		(94		)	—			—			12,339
Retained earnings	35,635		2,890			(652		)	(6		)	37,867
Accumulated other comprehensive income	2,659		—			652			(22		)	3,289
Noncontrolling interests	1,591		44			—			—			1,635

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A reconciliation of the adjustments from the adoption of Topic 606 relative to Topic 605 on certain impacted financial statement line items in our condensed consolidated statements of income and balance sheet were as follows:



	Three Months Ended September 30, 2018
(dollars in millions)	As reported			Balances without adoption of Topic 606			Adjustments
Operating Revenues
Service revenues and other	$	27,254		$	27,582		$	(328	)
Wireless equipment revenues	5,353			4,950			403
Total Operating Revenues	$	32,607		$	32,532		$	75

Cost of services (exclusive of items shown below)	$	7,842		$	7,853		$	(11	)
Wireless cost of equipment	5,489			5,449			40
Selling, general and administrative expense	7,224			7,545			(321		)

Equity in losses of unconsolidated businesses	(3		)	(3		)	—
Income Before Provision For Income Taxes	6,675			6,308			367
Provision for income taxes	(1,613		)	(1,512		)	(101		)
Net Income	$	5,062		$	4,796		$	266

Net income attributable to noncontrolling interests	$	138		$	133		$	5
Net income attributable to Verizon	4,924			4,663			261
Net Income	$	5,062		$	4,796		$	266



	Nine Months Ended September 30, 2018
(dollars in millions)	As reported			Balances without adoption of Topic 606			Adjustments
Operating Revenues
Service revenues and other	$	81,145		$	82,184		$	(1,039	)
Wireless equipment revenues	15,437			14,134			1,303
Total Operating Revenues	$	96,582		$	96,318		$	264

Cost of services (exclusive of items shown below)	$	24,022		$	24,060		$	(38	)
Wireless cost of equipment	16,195			16,087			108
Selling, general and administrative expense	21,673			22,727			(1,054		)

Equity in losses of unconsolidated businesses	(250		)	(251		)	1
Income Before Provision For Income Taxes	18,256			17,007			1,249
Provision for income taxes	(4,282		)	(3,956		)	(326		)
Net Income	$	13,974		$	13,051		$	923

Net income attributable to noncontrolling interests	$	385		$	363		$	22
Net income attributable to Verizon	13,589			12,688			901
Net Income	$	13,974		$	13,051		$	923

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	At September 30, 2018
(dollars in millions)	As reported		Balances without adoption of Topic 606		Adjustments
Assets
Current assets
Accounts receivable, net of allowance	$	24,012	$	23,755	$	257
Prepaid expenses and other	5,334		3,041		2,293

Investments in unconsolidated businesses	732		729		3
Other assets	11,275		9,406		1,869

Liabilities and Equity
Current liabilities
Accounts payable and accrued liabilities	19,342		18,820		522
Other current liabilities	8,323		8,905		(582		)

Deferred income taxes	35,712		34,901		811
Other liabilities	13,496		13,682		(186		)

Equity
Retained earnings	44,091		40,300		3,791
Noncontrolling interests	1,592		1,526		66

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." This standard update intends to increase transparency and improve comparability by requiring entities to recognize assets and liabilities on the balance sheet for all leases, with certain exceptions. In addition, through improved disclosure requirements, the standard update will enable users of financial statements to further understand the amount, timing, and uncertainty of cash flows arising from leases. This standard update allows for a modified retrospective application and is effective as of the first quarter of 2019; however, early adoption is permitted. Entities are allowed to apply the modified retrospective approach (1) retrospectively to each prior reporting period presented in the financial statements with the cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption (January 1, 2019) through a cumulative-effect adjustment. The effective date of this standard is January 1, 2019, at which time Verizon will adopt the standard using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings recorded at the beginning of the period of adoption. Therefore, upon adoption, Verizon will recognize and measure leases without revising comparative period information or disclosure. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply.

Verizon’s current operating lease portfolio is primarily comprised of network, real estate, and equipment leases. Upon adoption of this standard, we expect to recognize a right-of-use asset and liability related to substantially all operating lease arrangements. We have established a cross-functional coordinated team to implement the standard update. We have completed our assessment of the transition practical expedients offered by the standard. These practical expedients lessen the transitional burden of implementing the standard update by not requiring a reassessment of certain conclusions reached under existing lease accounting guidance. Accordingly, we will apply these practical expedients and will not reassess: 1) whether an expired or existing contract is a lease or contains an embedded lease; 2) lease classification of an expired or existing lease; 3) initial direct costs for an existing lease; and 4) whether an existing or expired land easement is or contains a lease if it has not historically been accounted for as a lease. We are nearing completion of determining the scope of impact and data gathering. We are in the process of assessing, staging, designing and building a new system solution to meet the requirements of the new standard. We are also evaluating and implementing changes to our processes and internal controls to meet the standard update’s accounting, reporting and disclosure requirements. Although we have not yet completed our evaluation of the standard update, we expect its adoption to have a significant impact in our condensed consolidated balance sheet due to the recognition of the right-of-use asset and liability for our operating leases. In addition, deferred gains arising from prior period sales-leaseback transactions, which would have been recognized to income over an average period of nine years, will be adjusted through opening retained earnings on January 1, 2019. Lastly, we expect a lower amount of lease costs to qualify as initial direct costs under the new standard which will result in an immediate recognition of expense instead of recognition of expense over time.

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In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This standard update requires that certain financial assets be measured at amortized cost net of an allowance for estimated credit losses such that the net receivable represents the present value of expected cash collection. In addition, this standard update requires that certain financial assets be measured at amortized cost reflecting an allowance for estimated credit losses expected to occur over the life of the assets. The estimate of credit losses must be based on all relevant information including historical information, current conditions and reasonable and supportable forecasts that affect the collectability of the amounts. An entity will apply the update through a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which an other-than-temporary impairment has been recognized before the effective date. This standard update is effective as of the first quarter of 2020; however, early adoption is permitted. We are currently evaluating the impact that this standard update will have in our condensed consolidated financial statements upon adoption.



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. We account for these revenues under Topic 606, which we adopted on January 1, 2018, using the modified retrospective approach. We also earn revenues that are not accounted for under Topic 606 from leasing arrangements (such as those for towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent.

Nature of Products and Services

Wireless

Our Wireless segment earns revenue primarily by providing access to and usage of our telecommunications network as well as the sale of equipment. Performance obligations in a typical contract, as defined under Topic 606, with a customer include service and equipment.

Service

We offer our wireless services through a variety of plans on a postpaid or prepaid basis. For wireless service, we recognize revenue using an output method, either as the service allowance units are used or as time elapses, because it reflects the pattern by which we satisfy our performance obligation through the transfer of service to the customer. Monthly service is generally billed in advance, which results in a contract liability as further discussed below. For postpaid plans where monthly usage exceeds the allowance, the overage usage represents options held by the customer for incremental services and the usage-based fee is recognized when the customer exercises the option (typically on a month-to-month basis).

Wireless Equipment

We sell wireless devices and accessories. Equipment revenue is generally recognized when the products are delivered to and accepted by the customer, as this is when control passes to the customer. In addition to offering the sale of equipment on a standalone basis, we have two primary offerings through which customers pay for a wireless device, in connection with a service contract: fixed-term plans and device payment plans.

Under a fixed-term plan, the customer is sold the wireless device without any upfront charge or at a discounted price in exchange for entering into a fixed-term service contract (typically for a term of 24 months or less).

Under a device payment plan, the customer is sold the wireless device in exchange for a non-interest bearing installment note, which is repaid by the customer, typically over a 24-month term, and concurrently enters into a month-to-month contract for wireless service. We may offer certain promotions that provide billing credits applied over a specified term, contingent upon the customer maintaining service. The credits are included in the transaction price, which are allocated to the performance obligations based on their relative selling price, and are recognized when earned.

A financing component exists in both our fixed-term plans and device payment plans because the timing of the payment for the device, which occurs over the contract term, differs from the satisfaction of the performance obligation, which occurs at contract inception upon transfer of device to the customer. We periodically assess, at the contract level, the significance of the financing component inherent in our device payment plan receivable based on qualitative and quantitative considerations related to our customer classes. These considerations include assessing the commercial objective of our plans, the term and duration of financing provided, interest rates prevailing in the marketplace, and credit risks of our customer classes, all of which impact our selection of appropriate discount rates. Based on current facts and circumstances, we determined that the financing component in our existing Wireless direct channel contracts with customers is not significant and therefore is not accounted for separately. See Note 6 for additional information on the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent in our indirect channel.

Wireless Contracts

Total contract revenue, which represents the transaction price for wireless service and wireless equipment, is allocated between service and equipment revenue based on their estimated standalone selling prices. We estimate the standalone selling price of the device or accessory to be its retail price excluding subsidies or conditional purchase discounts. We estimate the standalone selling price of wireless service to be the price that we offer to customers on month-to-month contracts that can be cancelled at any time without penalty (i.e., when there is no fixed-term for service) or when service is procured without the concurrent purchase of a wireless device. In addition, we also assess whether the service term

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is impacted by certain legally enforceable rights and obligations in our contract with customers, such as penalties that a customer would have to pay to early terminate a fixed-term contract or billing credits that would cease if the month-to-month wireless service is canceled. The assessment of these legally enforceable rights and obligations involves judgment and impacts our determination of the transaction price and related disclosures.

From time to time, we may offer certain promotions on our device payment plans that provide our customers with the right to upgrade to a new device after paying a specified portion of their device payment plan agreement amount and trading in their device in good working order. We account for this trade-in right as a guarantee obligation. The full amount of the trade-in right's fair value is recognized as a guarantee liability and results in a reduction to the revenue recognized upon the sale of the device. The guarantee obligation was insignificant at September 30, 2018 and 2017. The total transaction price is reduced by the guarantee obligation, which is accounted for outside the scope of Topic 606, and the remaining transaction price allocated between the performance obligations within the contract.

Our fixed-term plans generally include the sale of a wireless device at subsidized prices. This results in the creation of a contract asset at the time of sale, which represents the recognition of equipment revenue in excess of amounts billed.

For our device payment plans, 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.

We may provide a right of return on our products and services for a short time period after a sale. These rights are accounted for as variable consideration when determining the transaction price, and accordingly we recognize revenue based on the estimated amount to which we expect to be entitled after considering expected returns. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. We also may provide credits or incentives on our products and services for contracts with resellers, which are accounted for as variable consideration when estimating the amount of revenue to recognize. These amounts are not significant.

Wireline

Our Wireline segment earns revenue primarily by providing our customers with services involving access to our telecommunications network and facilities. These services include a variety of communication and connectivity services for consumers, businesses and other carriers that use our facilities to provide services to their customers, as well as professional and integrated managed services for businesses, large enterprises and governments. We offer these services to customers that we categorize in the following customer groups: Consumer Markets, Enterprise Solutions, Partner Solutions and Business Markets.

Service

For Wireline service, in general, fixed monthly fees for service are billed one month in advance and service revenue is recognized over the enforceable contract term as the service is rendered, as the customer simultaneously receives and consumes the benefits of the services through network access and usage. While substantially all of our Wireline service revenues are the result of providing access to our network, revenue from services that are not fixed in amount and instead based on usage are generally billed in arrears and recognized as the usage occurs.

For communication and connectivity services provided to our residential customers, sold on a standalone basis or as part of a bundle, since control over these services passes to the customer as the service is rendered, we recognize service revenue over time. Service revenue is recognized ratably each month.

Wireline Contracts

Total consideration, for services that are bundled in a single contract, is allocated to each performance obligation based on our standalone selling price for each service. While many contracts include one or more service performance obligations, the revenue recognition pattern is generally not impacted by the allocation since the services are generally satisfied over the same period of time. We estimate the standalone selling price to be the price of the services when sold on a standalone basis without any promotional discount. In addition, we also assess whether the service term is impacted by certain legally enforceable rights and obligations in our contract with customers such as penalties that a customer would have to pay to early terminate a fixed-term contract. The assessment of these legally enforceable rights and obligations involves judgment and impacts our determination of transaction price and related disclosures.

We may provide performance-based credits or incentives on our products and services for contracts with our Enterprise Solutions, Partner Solutions and some Business Markets customers, which are accounted for as variable consideration when estimating the transaction price. Credits are estimated at contract inception and are updated at the end of each reporting period as additional information becomes available.

Revenue by Category

We operate and manage our business in two reportable segments, Wireless and Wireline. Revenue is disaggregated by products and services, and customer groups, respectively, which we view as the relevant categorization of revenues for these businesses. See Note 10 for additional information on revenue by segment.

Corporate and other includes the results of our Media business, branded Oath, and our telematics business, branded Verizon Connect.

Oath primarily earns revenue through display advertising on Oath properties, as well as on third-party properties through our advertising platforms, search advertising and subscription arrangements. We recognize revenue at a point in time for our display and search advertising

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contracts and over time for our subscription contracts. We determined that we are generally the principal in transactions carried out through our advertising platforms, and therefore report gross revenue based on the amount billed to our customers. Where we are the principal, we concluded that while the control and transfer of digital advertising inventory occurs in a rapid, real-time environment, our proprietary technology enables us to identify, enhance, verify and solely control digital advertising inventory that we then sell to our customers. Our control is further supported by us being primarily responsible to our customers for fulfillment and the fact that we can exercise a level of discretion over pricing. The adoption of Topic 606 did not have a significant impact on our accounting for Oath revenues. During the three and nine months ended September 30, 2018, Oath generated revenues from contracts with customers under Topic 606 of approximately $1.8 billion and $5.6 billion, respectively.

Verizon Connect primarily earns revenue through subscription services. We recognize revenue over time for our subscription contracts. The adoption of Topic 606 did not have a significant impact to our accounting for Verizon Connect revenues. During the three and nine months ended September 30, 2018, Verizon Connect generated revenues from contracts with customers under Topic 606 of approximately $0.2 billion and $0.7 billion, respectively.

We also earn revenues, that are not accounted for under Topic 606, from leasing arrangements (such as towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent. During the three and nine months ended September 30, 2018, revenues from arrangements that were not accounted for under Topic 606 were approximately $1.1 billion and $3.4 billion, respectively.

Remaining Performance Obligations

When allocating the total contract transaction price to identified performance obligations, a portion of the total transaction price may relate to service performance obligations that were not satisfied or were partially satisfied as of the end of the reporting period. Below we disclose information relating to these unsatisfied performance obligations. We have elected to apply the practical expedient available under Topic 606, which provides the option to exclude the expected revenues arising from unsatisfied performance obligations related to contracts that have an original expected duration of one year or less. This situation primarily arises with respect to certain month-to-month service contracts. At September 30, 2018, month-to-month service contracts represented approximately 85% of Wireless postpaid contracts. At September 30, 2018, month-to-month service contracts represented approximately 56% of Wireline consumer and small business contracts.

Additionally, certain Wireless and Wireline contracts provide customers the option to purchase additional services. The fee related to the additional services is recognized when the customer exercises the option (typically on a month-to-month basis).

Wireless customer contracts are generally either month-to-month and cancellable at any time (typically under a device payment plan) or contain terms greater than one month (typically under a fixed-term plan). Additionally, customers may incur charges based on usage or may purchase additional optional services in conjunction with entering into a contract that can be cancelled at any time and therefore are not included in the transaction price. When a service contract is longer than one month, the service contract term will generally be two years or less. 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 our fixed-term plans. Fixed-term plans only represented 15% of retail postpaid connections at September 30, 2018.

Our wireless customers also include other telecommunications companies who utilize Verizon's network to resell wireless service to their respective end customers. Reseller arrangements occur on a month-to-month basis or include a stated contract term, which generally extends longer than two years. Arrangements with a stated contract term generally include an annual minimum revenue commitment over the term of the contract for which revenues will be recognized in future periods.

At September 30, 2018, the transaction price related to Wireless unsatisfied performance obligations expected to be recognized for the remainder of 2018, 2019 and thereafter was $3.1 billion, $9.5 billion and $6.1 billion, respectively.

Wireline customer contracts are either month-to-month, include a specified term with fixed monthly fees, or contain revenue commitments, and may also contain usage based services. Consumer Markets customers under contract generally have a service term of two years; however, this term may be shorter at one year or month-to-month. Certain Enterprise Solutions, Partner Solutions and Business Markets service contracts with customers extend into future periods, contain fixed monthly fees and usage-based fees, and can include annual commitments per each year of the contract or commitments over the entire specified contract term. A significant number of contracts within these businesses have a contract term that is twelve months or less.

At September 30, 2018, the transaction price relating to Wireline unsatisfied performance obligations expected to be recognized for the remainder of 2018, 2019 and thereafter was $2.4 billion, $6.9 billion and $3.1 billion, respectively.

In certain Enterprise Solutions, Partner Solutions and Business Markets service contracts within Wireline and certain telematics service contracts within Corporate and other, there are customer contracts 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 above. These contracts have varying terms spanning over five years ending in June 2023 and have aggregate contract minimum payments totaling $4.0 billion.

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 sheet represent an unconditional right to consideration. Contract balances represent amounts from an arrangement when either Verizon

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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 the customers but for which we do not have an unconditional right at the reporting date. Under a fixed-term plan, the total contract revenue is allocated between wireless services and equipment revenues, as discussed above. 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. The contract asset is reclassified as 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 our condensed consolidated balance sheet as Prepaid expenses and other and Other assets. We assess our contract assets for impairment on a quarterly basis and will recognize an impairment charge to the extent their carrying amount is not recoverable. For the three and nine months ended September 30, 2018, the impairment charge related to contract assets was insignificant and $0.1 billion, respectively, and is included in Other in the table below.

Contract liabilities arise when we bill our customers and receive consideration in advance of providing the goods or services promised in the contract. We typically bill service one month in advance, which is the primary component of the contract liability balance. Contract liabilities are recognized as revenue when services are provided to the customer. The contract liability balances are presented in our condensed consolidated balance sheet as Other current liabilities and Other liabilities.

The following table presents information about receivables from contracts with customers:



	At January 1,		At September 30,
(dollars in millions)	2018		2018
Receivables⁽¹⁾	$	12,073	$	11,966
Device payment plan agreement receivables⁽²⁾	1,461		6,723


⁽¹⁾	Balances do not include receivables related to the following contracts: leasing arrangements (such as towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent.


⁽²⁾	Included in device payment plan agreement receivables presented in Note 6. Balances do not include receivables related to contracts completed prior to January 1, 2018 and receivables derived from the sale of equipment on a device payment plan through an authorized agent.

The following table represents significant changes in the contract assets balance:



(dollars in millions)	Contract Assets
Balance at January 1, 2018	$	38
Opening balance sheet adjustment related to Topic 606 adoption	1,132
Adjusted opening balance, January 1, 2018	1,170
Increase resulting from new contracts	1,183
Contract assets reclassified to a receivable or collected in cash	(1,208		)
Other	(148		)
Balance at September 30, 2018	$	997

The following table represents significant changes in the contract liabilities balance:



(dollars in millions)	Contract Liabilities
Balance at January 1, 2018⁽¹⁾	$	5,086
Opening balance sheet adjustments related to Topic 606 adoption	(634		)
Adjusted opening balance, January 1, 2018	4,452
Net increase in contract liabilities	4,144
Revenue recognized related to contract liabilities existing at January 1, 2018⁽²⁾	(3,881		)
Other	(22		)
Balance at September 30, 2018	$	4,693

⁽¹⁾Prior to the adoption of Topic 606, liabilities related to contracts with customers included advanced billings and deferred revenue, which was included within Other current liabilities and Other liabilities in our consolidated balance sheet at December 31, 2017.

⁽²⁾The amount related to revenue recognized during the three months ended September 30, 2018 was $0.1 billion.

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The balance of contract assets and contract liabilities recorded in our condensed consolidated balance sheet were as follows:



	At September 30,
(dollars in millions)	2018
Assets
Prepaid expenses and other	$	753
Other assets	244
Total	$	997

Liabilities
Other current liabilities	$	4,000
Other liabilities	693
Total	$	4,693

Contract Costs

As discussed in Note 1, 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 sales personnel and agents in conjunction with obtaining customer contracts. We only defer these costs when we have determined the commissions are, in fact, incremental and would not have been incurred absent the customer contract. 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. Wireless costs to obtain contracts are amortized over our customers' estimated device upgrade cycles, as such costs are typically incurred each time a customer upgrades. Wireline costs to obtain contracts are amortized as expense over the estimated customer relationship period for our Consumer Markets customers. Incremental costs to obtain contracts for our Enterprise Solutions, Partner Solutions and Business Markets are insignificant. These costs 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 fulfillment costs principally relate to direct activities to connect a customer to our network such as circuit activation.

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.

Other costs, such as general costs or costs related to past performance obligations, are expensed as incurred.

Collectively, costs to obtain a contract and costs to fulfill a contract are referred to as Deferred contract costs, which were as follows:



		At September 30,
(dollars in millions)	Amortization Period	2018
Wireless	2 to 3 years	$	2,615
Wireline	2 to 5 years	848
Corporate	2 to 3 years	47
Total		$	3,510

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 sheet were as follows:



	At September 30,
(dollars in millions)	2018
Assets
Prepaid expenses and other	$	1,839
Other assets	1,671
Total	$	3,510

For the three and nine months ended September 30, 2018, we recognized expense of $0.5 billion and $1.4 billion, respectively, associated with the amortization of Deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income.

We assess our Deferred contract costs for impairment on a quarterly basis. We recognize an impairment charge to the extent the carrying amount of a deferred cost exceeds the remaining amount of consideration we expect to receive in exchange for the goods and services related to the cost,

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less the expected costs related directly to providing those goods and services that have not yet been recognized as expenses. There have been no impairment charges recognized for the three and nine months ended September 30, 2018.



3.	Acquisitions and Divestitures

Wireless

Spectrum License Transactions

During the three and nine months ended September 30, 2018, we entered into and completed various wireless license transactions for an insignificant amount of cash consideration.

Straight Path

In May 2017, we entered into a purchase agreement to acquire Straight Path Communications Inc. (Straight Path), a holder of millimeter wave spectrum configured for fifth-generation (5G) wireless services, for total consideration reflecting an enterprise value of approximately $3.1 billion. Under the terms of the purchase agreement, we agreed to pay: (1) Straight Path shareholders $184.00 per share, payable in Verizon shares; and (2) certain transaction costs payable in cash of approximately $0.7 billion, consisting primarily of a fee paid to the Federal Communications Commission. The transaction closed in February 2018 at which time we issued approximately 49 million shares of Verizon common stock, valued at approximately $2.4 billion, and paid the associated cash consideration.

The acquisition of Straight Path was accounted for as an asset acquisition, as substantially all of the value related to the acquired spectrum. Upon closing, we recorded approximately $4.5 billion of wireless licenses and $1.3 billion of a deferred tax liability. The spectrum acquired as part of the transaction is being used for our 5G technology deployment. See Note 4 for additional information.

Wireline

XO Holdings

In February 2016, we entered into a purchase agreement to acquire XO Holdings’ wireline business (XO), which owned and operated one of the largest fiber-based Internet Protocol (IP) and Ethernet networks in the U.S. Concurrently, we entered into a separate agreement to utilize certain wireless spectrum from a wholly-owned subsidiary of XO Holdings, NextLink Wireless LLC (NextLink), which held its wireless spectrum. The agreement included an option, subject to certain conditions, to buy NextLink. In February 2017, we completed our acquisition of XO for total cash consideration of approximately $1.5 billion, of which $0.1 billion was paid in 2015, and we prepaid $0.3 billion in connection with the NextLink option, which represented the fair value of the option.

In April 2017, we exercised our option to buy NextLink for approximately $0.5 billion, subject to certain adjustments, of which $0.3 billion was prepaid in the first quarter of 2017. The transaction closed in January 2018. The acquisition of NextLink was accounted for as an asset acquisition, as substantially all of the value related to the acquired spectrum. Upon closing, we recorded approximately $0.7 billion of wireless licenses, $0.1 billion of a deferred tax liability and $0.1 billion of other liabilities. The spectrum acquired as part of the transaction is being used for our 5G technology deployment. See Note 4 for additional information.

The condensed consolidated financial statements include the results of XO’s operations from the date the acquisition closed. If the acquisition of XO had been completed as of January 1, 2016, the results of operations of Verizon would not have been significantly different than our previously reported results of operations.

The acquisition of XO was accounted for as a business combination. The consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. We recorded approximately $1.2 billion of property, plant and equipment, $0.1 billion of goodwill and $0.2 billion of other intangible assets. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired. The goodwill, included within our Wireline segment, represents future economic benefits that we expect to achieve as a result of the acquisition. See Note 4 for additional information.

Other

Acquisition of AOL Inc.

In May 2015, we entered into an Agreement and Plan of Merger (the Merger Agreement) with AOL Inc. (AOL) pursuant to which we commenced a tender offer to acquire all of the outstanding shares of common stock of AOL at a price of $50.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.

On June 23, 2015, we completed the tender offer and a follow-on merger, and AOL became a wholly-owned subsidiary of Verizon. The aggregate cash consideration paid by Verizon at the closing of these transactions was approximately $3.8 billion. Holders of approximately 6.6 million shares exercised appraisal rights under Delaware law. In September 2018, we obtained court approval to settle this matter for total cash consideration of $0.2 billion, of which an insignificant amount relates to interest, resulting in an insignificant gain. We paid the cash consideration in October 2018.

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Acquisition of Yahoo! Inc.’s Operating Business

In July 2016, Verizon entered into a stock purchase agreement (the Purchase Agreement) with Yahoo! Inc. (Yahoo). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions thereof, we agreed to acquire the stock of one or more subsidiaries of Yahoo holding all of Yahoo’s operating business, for approximately $4.83 billion in cash, subject to certain adjustments (the Transaction).

In February 2017, Verizon and Yahoo entered into an amendment to the Purchase Agreement, pursuant to which the Transaction purchase price was reduced by $350 million to approximately $4.48 billion in cash, subject to certain adjustments. Subject to certain exceptions, the parties also agreed that certain user security and data breaches incurred by Yahoo (and the losses arising therefrom) were to be disregarded (1) for purposes of specified conditions to Verizon’s obligations to close the Transaction; and (2) in determining whether a "Business Material Adverse Effect" under the Purchase Agreement had occurred.

Concurrently with the amendment of the Purchase Agreement, Yahoo and Yahoo Holdings, Inc., a wholly-owned subsidiary of Yahoo that Verizon agreed to purchase pursuant to the Transaction, also entered into an amendment to the related reorganization agreement, pursuant to which Yahoo (which has changed its name to Altaba Inc. following the closing of the Transaction) retains 50% of certain post-closing liabilities arising out of governmental or third-party investigations, litigations or other claims related to certain user security and data breaches incurred by Yahoo prior to its acquisition by Verizon, including an August 2013 data breach disclosed by Yahoo on December 14, 2016. At that time, Yahoo disclosed that more than one billion of the approximately three billion accounts existing in 2013 had likely been affected. In accordance with the original Transaction agreements, Yahoo will continue to retain 100% of any liabilities arising out of any shareholder lawsuits (including derivative claims) and investigations and actions by the SEC.

In June 2017, we completed the Transaction. The aggregate purchase consideration at the closing of the Transaction was approximately $4.7 billion, including cash acquired of $0.2 billion.

Prior to the closing of the Transaction, pursuant to a related reorganization agreement, Yahoo transferred all of the assets and liabilities constituting Yahoo’s operating business to the subsidiaries that we acquired in the Transaction. The assets that we acquired did not include Yahoo’s ownership interests in Alibaba, Yahoo! Japan and certain other investments, certain undeveloped land recently divested by Yahoo, certain non-core intellectual property or its cash, other than the cash from its operating business we acquired. We received for our benefit and that of our current and certain future affiliates a non-exclusive, worldwide, perpetual, royalty-free license to all of Yahoo’s intellectual property that was not conveyed with the business.

In October 2017, based upon information that we received in connection with our integration of Yahoo's operating business, we disclosed that we believe that the August 2013 data breach previously disclosed by Yahoo affected all of its accounts.

Oath, our organization that combined Yahoo’s operating business with our pre-existing Media business, includes diverse media and technology brands that engage users around the world. We believe that Oath, with its technology, content and data, will help us expand the global scale of our digital media business and build brands for the future.

The acquisition of Yahoo’s operating business has been accounted for as a business combination. The fair values of the assets acquired and liabilities assumed were determined using the income, cost, market and multiple period excess earnings approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Accounting Standards Codification 820, Fair Value Measurements and Disclosures, other than long-term debt assumed in the acquisition. The income approach was primarily used to value the intangible assets, consisting primarily of acquired technology and customer relationships. The income approach indicates value for an asset based on the present value of cash flow projected to be generated by the asset. Projected cash flow is discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used, as appropriate, for property, plant and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciation.

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In June 2018, we finalized the accounting for the Yahoo acquisition. The following table summarizes the final accounting for assets acquired, including cash acquired of $0.2 billion, and liabilities assumed as of the close of the acquisition, as well as the fair value at the acquisition date of Yahoo’s noncontrolling interests:



(dollars in millions)	Adjusted Fair Value
Cash payment to Yahoo’s equity holders	$	4,673
Estimated liabilities to be paid	38
Total consideration	$	4,711

Assets acquired:
Goodwill	$	2,144
Intangible assets subject to amortization	1,874
Property, plant, and equipment	1,799
Other	1,460
Total assets acquired	7,277

Liabilities assumed:
Total liabilities assumed	2,516

Net assets acquired:	4,761
Noncontrolling interest	(50		)
Total consideration	$	4,711

On the closing date of the Transaction, each unvested and outstanding Yahoo restricted stock unit award that was held by an employee who became an employee of Verizon was replaced with a Verizon restricted stock unit award, which is generally payable in cash upon the applicable vesting date. The value of those outstanding restricted stock units on the acquisition date was approximately $1.0 billion.

Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired. The goodwill is primarily attributable to increased synergies that are expected to be achieved from the integration of Yahoo’s operating business into our Media business. The goodwill related to this acquisition is included within Corporate and other. See Note 4 for additional information.

The condensed consolidated financial statements include the results of Yahoo’s operating business from the date the acquisition closed. If the acquisition of Yahoo’s operating business had been completed as of January 1, 2016, the results of operations of Verizon would not have been significantly different than our previously reported results of operations.

Acquisition and Integration Related Charges

Related to the Yahoo Transaction, we recorded acquisition and integration related charges of approximately $0.1 billion and $0.3 billion, during the three and nine months ended September 30, 2018, respectively. We recorded acquisition and integration related charges of approximately $0.1 billion and $0.6 billion for the three and nine months ended September 30, 2017, respectively. These charges were primarily recorded in Selling, general and administrative expense in our condensed consolidated statements of income for the three and nine months ended September 30, 2018 and September 30, 2017.

Other

During the nine months ended September 30, 2018, we completed various other acquisitions for an insignificant amount of cash consideration.



4.	Wireless Licenses, Goodwill and Other Intangible Assets

Wireless Licenses

The carrying amount of Wireless licenses are as follows:

During the nine months ended September 30, 2018, we recorded approximately $4.5 billion of wireless licenses in connection with the Straight Path acquisition and $0.7 billion in connection with the NextLink acquisition. See Note 3 for additional information.

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At September 30, 2018 and December 31, 2017, approximately $11.1 billion and $8.8 billion, respectively, of wireless licenses were under development for commercial service for which we were capitalizing interest costs. We recorded approximately $0.4 billion of capitalized interest on wireless licenses for both the nine months ended September 30, 2018 and 2017.

The average remaining renewal period for our wireless licenses portfolio was 4.8 years as of September 30, 2018.

Goodwill

Changes in the carrying amount of Goodwill are as follows:



(dollars in millions)	Wireless		Wireline			Other			Total
Balance at January 1, 2018	$	18,397	$	3,955		$	6,820		$	29,172
Acquisitions (Note 3)	—		(82		)	225			143
Reclassifications, adjustments and other	—		(4		)	(111		)	(115		)
Balance at September 30, 2018	$	18,397	$	3,869		$	6,934		$	29,200

During the nine months ended September 30, 2018, a goodwill impairment charge of $0.1 billion related to early-stage development companies was recorded in Selling, general and administrative expense in our condensed consolidated statement of income.

Other Intangible Assets

The following table displays the composition of Other intangible assets, net:



	At September 30, 2018							At December 31, 2017
(dollars in millions)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Customer lists (8 to 13 years)	$	3,623	$	(945	)	$	2,678	$	3,621	$	(691	)	$	2,930
Non-network internal-use software (3 to 7 years)	18,901		(13,371		)	5,530		18,010		(12,374		)	5,636
Other (2 to 25 years)	2,484		(961		)	1,523		2,474		(793		)	1,681
Total	$	25,008	$	(15,277	)	$	9,731	$	24,105	$	(13,858	)	$	10,247

The amortization expense for Other intangible assets was as follows:



	Three Months Ended		Nine Months Ended
(dollars in millions)	September 30,		September 30,
2018	$	557	$	1,648
2017	536		1,473

The estimated future amortization expense for Other intangible assets is as follows:



Years	(dollars in millions)
Remainder of 2018	$	557
2019	2,027
2020	1,692
2021	1,400
2022	1,149
2023	871

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5.	Debt

Changes to debt during the nine months ended September 30, 2018 were as follows:



(dollars in millions)	Debt Maturing within One Year			Long-term Debt			Total
Balance at January 1, 2018	$	3,453		$	113,642		$	117,095
Proceeds from long-term borrowings	247			5,685			5,932
Proceeds from asset-backed long-term borrowings	—			3,216			3,216
Repayments of long-term borrowings and capital leases obligations	(1,435		)	(8,341		)	(9,776		)
Repayments of asset-backed long-term borrowings	(2,275		)	(640		)	(2,915		)
Reclassifications of long-term debt	6,549			(6,549		)	—
Other	(37		)	(573		)	(610		)
Balance at September 30, 2018	$	6,502		$	106,440		$	112,942

March Tender Offers

In March 2018, we conducted tender offers for 13 series of notes issued by Verizon with coupon rates ranging from 1.750% to 5.012% and maturity dates ranging from 2021 to 2055 (March Tender Offers). In connection with the March Tender Offers, we purchased $2.9 billion aggregate principal amount of Verizon notes for total cash consideration of $2.8 billion. In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase.

June Exchange Offers and Tender Offers

In June 2018, we completed exchange offers and tender offers for 13 series of notes issued by Verizon (June Old Notes) for: (1) new notes issued by Verizon in the case of the exchange offers; or (2) cash in the case of the tender offers (together, the June Exchange Offers and Tender Offers). The June Old Notes had both fixed coupon rates ranging from 1.750% to 5.150% and floating rates, and had maturity dates ranging from 2020 to 2024. In connection with the June Exchange Offers and Tender Offers, we issued $4.3 billion of Verizon 4.329% Notes due 2028, in exchange for $4.1 billion aggregate principal amount of June Old Notes as a non-cash financing transaction, and paid $0.5 billion cash to purchase $0.5 billion aggregate principal amount of June Old Notes. In addition to the exchange or purchase price, any accrued and unpaid interest on the June Old Notes accepted for exchange or purchase was paid at settlement.

September Tender Offers

In September 2018, we conducted tender offers for eight series of notes issued by Verizon with coupon rates ranging from 3.850% to 5.012% and maturity dates ranging from 2039 to 2055 (September Tender Offers). In connection with the September Tender Offers, we purchased $1.9 billion aggregate principal amount of Verizon notes with carrying amount of $1.5 billion after discounts and issuance costs, for total cash consideration of $1.8 billion. In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase.

Debt Issuance and Redemption

During May 2018, we issued $0.7 billion aggregate principal amount of 5.320% notes due 2053. The issuance of these notes resulted in cash proceeds of approximately $0.7 billion, net of issuance costs. The net proceeds were primarily used for general corporate purposes including the repayment of debt. In addition, we issued $1.8 billion aggregate principal amount of floating rate notes due 2025. The issuance of these notes resulted in cash proceeds of approximately $1.8 billion, net of issuance costs. The floating rate notes bear interest at a rate equal to the London Interbank Offered Rate (LIBOR) plus 1.100%, which will be reset quarterly. The net proceeds were primarily used for the repurchase of a portion of the then outstanding $2.5 billion aggregate principal amount of our other floating rate notes due 2025 that bore interest at a rate of three-month LIBOR plus 1.372%, which reset quarterly.

During May 2018, we repurchased in whole the $2.5 billion aggregate principal amount of such floating rate notes due 2025, at 100% of the principal amount of such notes, plus accrued and unpaid interest to the date of redemption.

During the three months ended September 30, 2018, we repurchased an aggregate of approximately $0.8 billion principal amount of debt through open market repurchases. We also repaid $0.4 billion for a Verizon floating rate note that matured in September 2018.

During October 2018, we notified investors of our intention to redeem in November 2018 in whole $0.2 billion aggregate principal amount of 2.550% notes due 2019.

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Commercial Paper Program

As of September 30, 2018, we had no commercial paper outstanding.

Asset-Backed Debt

As of September 30, 2018, the carrying value of our asset-backed debt was $9.2 billion. Our asset-backed debt includes notes (the Asset-Backed 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, we transfer device payment plan agreement receivables from Cellco Partnership and certain other affiliates of Verizon (collectively, the Originators) 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 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 device payment plan agreement receivables and future collections on such receivables. The device payment plan agreement 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 device payment plan agreement 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, Verizon has agreed to guarantee certain of the payment obligations of Cellco Partnership and the Originators to the ABS Entities.

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 and the assets securing this debt are included in our condensed consolidated balance sheets.

Asset-Backed Notes

In March 2018, we issued approximately $1.2 billion aggregate principal amount of senior and junior Asset-Backed Notes through an ABS Entity. The Class A-1a senior Asset-Backed Notes had an expected weighted-average life to maturity of 2.49 years at issuance and bear interest at 2.820% per annum, the Class A-1b senior Asset-Backed Notes had an expected weighted-average life to maturity of 2.49 years at issuance and bear interest at one-month LIBOR plus 0.260%, which rate will be reset monthly, the Class B junior Asset-Backed Notes had an expected weighted-average life to maturity of 3.14 years at issuance and bear interest at 3.050% per annum and the Class C junior Asset-Backed Notes had an expected weighted-average life to maturity of 3.36 years at issuance and bear interest at 3.200% per annum.

In October 2018, we issued approximately $1.6 billion aggregate principal amount of senior and junior publicly registered Asset-Backed Notes through an ABS Entity. The Class A-1a senior Asset-Backed Notes had an expected weighted-average life to maturity of 2.51 years at issuance and bear interest at 3.230% per annum, the Class A-1b senior Asset-Backed Notes had an expected weighted-average life to maturity of 2.51 years at issuance and bear interest at one-month LIBOR plus 0.240%, which rate will be reset monthly, the Class B junior Asset-Backed Notes had an expected weighted-average life to maturity of 3.24 years at issuance and bear interest at 3.380% per annum and the Class C junior Asset-Backed Notes had an expected weighted-average life to maturity of 3.41 years at issuance and bear interest at 3.550% per annum.

Under the terms of the Asset-Backed Notes, there is a two-year revolving period during which we may transfer additional receivables to the ABS Entity. The two year revolving period of the Asset-Backed Notes we issued in July 2016 ended in July 2018, and we began to repay principal on the 2016-1 Class A senior Asset-Backed Notes in August 2018. During the three months ended September 30, 2018, we made aggregate repayments of $0.2 billion.

ABS Financing Facilities

In May 2018, we entered into a second device payment plan agreement financing facility with a number of financial institutions (2018 ABS Financing Facility). Under the terms of the 2018 ABS Financing Facility, the financial institutions made advances under asset-backed loans backed by device payment plan agreement receivables of business customers for proceeds of $0.5 billion. The loan agreement has a final maturity date in December 2021 and bears interest at a floating rate. There is a one year revolving period beginning from May 2018 during which we may transfer additional receivables to the ABS Entity. Subject to certain conditions, we may also remove receivables from the ABS Entity. Under the loan agreement, we have the right to prepay all or a portion of the advances at any time without penalty, but in certain cases, with breakage costs. If we choose to prepay, the amount prepaid shall be available for further drawdowns until May 2019, except in certain circumstances. As of September 30, 2018, the 2018 ABS Financing Facility is fully drawn and the outstanding borrowing under the 2018 ABS Financing Facility was $0.5 billion.

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We entered into an ABS Financing Facility in September 2016 with a number of financing institutions (2016 ABS Financing Facility). The two year revolving period of the two loan agreements entered into in September 2016 and May 2017 pursuant to the 2016 ABS Financing Facility ended in September 2018. As a result of a $2.0 billion prepayment in June 2018, a $1.5 billion drawdown in August 2018, and a $0.7 billion repayment in September 2018, aggregate outstanding borrowings under the two loans were $1.2 billion as of September 30, 2018. Under the loan agreements, we have the right to prepay all or a portion of the advances at any time without penalty, but in certain cases, with breakage costs. Subject to certain conditions, we may also remove receivables from the ABS Entity.

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 September 30,		At December 31,
(dollars in millions)	2018		2017
Assets
Account receivable, net	$	9,158	$	8,101
Prepaid expenses and other	858		636
Other assets	3,147		2,680

Liabilities
Accounts payable and accrued liabilities	6		5
Short-term portion of long-term debt	4,436		1,932
Long-term debt	4,763		6,955

See Note 6 for additional information on device payment plan agreement receivables used to secure asset-backed debt.

Credit Facilities

In April 2018, we amended our $9.0 billion credit facility to increase the capacity to $9.5 billion and extend its maturity to April 4, 2022. As of September 30, 2018, the unused borrowing capacity under our $9.5 billion credit facility was approximately $9.4 billion. The 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. We use the credit facility for the issuance of letters of credit and for general corporate purposes.

In March 2016, we entered into a $1.0 billion equipment credit facility insured by Eksportkreditnamnden Stockholm, Sweden, the Swedish export credit agency. As of September 30, 2018, we had an outstanding balance of $0.8 billion. We used this credit facility to finance network equipment-related purchases.

In July 2017, we entered into equipment credit facilities insured by various export credit agencies providing us with the ability to borrow up to $4.0 billion to finance equipment-related purchases. The facilities have borrowings available through October 2019, contingent upon the amount of eligible equipment-related purchases that we make. During the three and nine months ended September 30, 2018, we drew down $1.3 billion and $3.0 billion, respectively, from these facilities, of which $2.9 billion remained outstanding as of September 30, 2018.

Non-Cash Transaction

During the nine months ended September 30, 2018 we financed, primarily through alternative financing arrangements, the purchase of approximately $1.0 billion of long-lived assets consisting primarily of network equipment. During the nine months ended September 30, 2017 we financed, primarily through alternative financing arrangements, the purchase of approximately $0.4 billion of long-lived assets consisting primarily of network equipment. At both September 30, 2018 and 2017, $1.1 billion 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.

Early Debt Redemptions

During the three and nine months ended September 30, 2018, we recorded early debt redemption costs of $0.5 billion and $0.7 billion, respectively, which were recorded in Other income (expense), net in our condensed consolidated statements of income.

Guarantees

We guarantee the debentures of our operating telephone company subsidiaries. As of September 30, 2018, $0.8 billion 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 as a result of the operating telephone company no longer being a wholly-owned subsidiary of Verizon.

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We also guarantee the debt obligations of GTE LLC as successor in interest to GTE Corporation that were issued and outstanding prior to July 1, 2003. As of September 30, 2018, $0.4 billion aggregate principal amount of these obligations remained outstanding.



6.	Wireless Device Payment Plans

Under the Verizon device payment program, our eligible wireless customers purchase wireless devices under a device payment plan agreement. Customers who activate service on devices purchased under the device payment program pay lower service fees as compared to those under our fixed-term plans, and their device payment plan charge is included on their standard wireless monthly bill. As of January 2017, we no longer offer consumers new fixed-term service plans for phones. However, we continue to service existing plans and provide these plans to business customers.

Wireless Device Payment Plan Agreement Receivables

The following table displays device payment plan agreement receivables, net, that continue to be recognized in our condensed consolidated balance sheets:



	At September 30,			At December 31,
(dollars in millions)	2018			2017
Device payment plan agreement receivables, gross	$	17,685		$	17,770
Unamortized imputed interest	(548		)	(821		)
Device payment plan agreement receivables, net of unamortized imputed interest	17,137			16,949
Allowance for credit losses	(662		)	(848		)
Device payment plan agreement receivables, net	$	16,475		$	16,101

Classified in our condensed consolidated balance sheets:
Accounts receivable, net	$	11,708		$	11,064
Other assets	4,767			5,037
Device payment plan agreement receivables, net	$	16,475		$	16,101

Included in our device payment plan agreement receivables, net at September 30, 2018 and December 31, 2017, are net device payment plan agreement receivables of $12.2 billion and $10.7 billion, respectively, that have been transferred to ABS Entities and continue to be reported in our condensed consolidated balance sheets. See Note 5 for additional information.

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. In addition, we may provide the customer with additional future credits that will be applied against the customer’s monthly bill as long as service is maintained. We recognize a liability for the trade-in device measured at fair value, which is determined by considering several factors, including the weighted-average selling prices obtained in recent resales of similar devices eligible for trade-in. Future credits are recognized when earned by the customer. Device payment plan agreement receivables, net does not reflect the trade-in device liability. At September 30, 2018 and December 31, 2017 the amount of trade-in liability was $0.1 billion and insignificant, respectively.

From time to time, we offer certain marketing promotions that 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.

For Wireless indirect channel 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. 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. See Note 2 for additional information on financing considerations with respect to Wireless direct channel contracts with customers.

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. If a customer is either new to Verizon Wireless or has less than 210 days of customer tenure with Verizon Wireless (a new customer), the credit decision process relies more heavily on external data sources. If the customer has 210 days or more of customer tenure with Verizon Wireless (an existing customer), the credit decision process relies on internal data sources. Verizon Wireless’ experience has been that the payment attributes of longer tenured customers are highly predictive for estimating their ability to pay in the future. External data sources include obtaining a credit report from a national consumer credit reporting agency, if available. Verizon Wireless uses its internal data and/or credit data obtained from the credit reporting agencies to create a custom credit risk score. The custom credit risk score is generated automatically (except with respect to a small number of applications where the information needs manual intervention) from the applicant’s credit data using Verizon Wireless’ proprietary custom credit models, which are empirically derived, demonstrably and statistically sound. 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 new customer applications, a traditional credit report is not available

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from one of the national credit reporting agencies because the potential customer does not have sufficient credit history. In those instances, alternate credit data is used for the risk assessment.

Based on the custom credit risk score, we assign each customer to a credit class, each of which has a specified required down payment percentage, which ranges from zero to 100%, and specified credit limits. Device payment plan agreement receivables originated from customers assigned to credit classes requiring no down payment represent the lowest risk. Device payment plan agreement receivables originated from customers assigned to credit classes requiring a down payment represent a higher risk.

Subsequent to origination, Verizon Wireless monitors delinquency and write-off experience as key credit quality indicators for its portfolio of device payment plan agreements and fixed-term service plans. The extent of our collection efforts with respect to a particular customer are based on the results of proprietary custom empirically derived internal behavioral scoring models that analyze the customer’s past performance to predict the likelihood of the customer falling further delinquent. These customer scoring models assess a number of variables, including origination characteristics, customer account history and payment patterns. 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. We continuously monitor collection performance results and the credit quality of our device payment plan agreement receivables based on a variety of metrics, including aging. Verizon Wireless considers 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 balance and aging of the device payment plan agreement receivables on a gross basis were as follows:



	At September 30,		At December 31,
(dollars in millions)	2018		2017
Unbilled	$	16,446	$	16,591
Billed:
Current	992		975
Past due	247		204
Device payment plan agreement receivables, gross	$	17,685	$	17,770

Activity in the allowance for credit losses for the device payment plan agreement receivables was as follows:



(dollars in millions)	2018			2017
Balance at January 1,	$	848		$	688
Bad debt expense	333			477
Write-offs	(519		)	(438		)
Balance at September 30,	$	662		$	727

Sales of Wireless Device Payment Plan Agreement Receivables

In 2015 and 2016, we established programs pursuant to a Receivables Purchase Agreement, or RPA, to sell from time to time, on an uncommitted basis, eligible device payment plan agreement receivables to a group of primarily relationship banks (Purchasers) on both a revolving and non-revolving basis, collectively the Programs. In December 2017, the RPA and all other related transaction documents were terminated. Under the Programs, eligible device payment plan agreement receivables were transferred to the Purchasers for upfront cash proceeds and additional consideration upon settlement of the receivables, referred to as the deferred purchase price.

Deferred Purchase Price

The deferred purchase price was initially recorded in our condensed consolidated balance sheets as an Other asset at fair value, based on the remaining device payment amounts expected to be collected, adjusted, as applicable, for the time value of money and by the timing and estimated value of the device trade-in in connection with upgrades. The estimated value of the device trade-in considered prices expected to be offered to us by independent third parties. This estimate contemplated changes in value after the launch of a device. The fair value measurements were considered to be Level 3 measurements within the fair value hierarchy. The collection of the deferred purchase price was contingent on collections from customers. During 2017, we repurchased all outstanding receivables previously sold to the Purchasers in exchange for the obligation to pay the associated deferred purchase price to the wholly-owned subsidiaries that were bankruptcy remote special purpose entities (Sellers).

Collections following the repurchase of receivables were insignificant and $0.2 billion during the three and nine months ended September 30, 2018, respectively, and an insignificant amount during both the three and nine months ended September 30, 2017. Collections of deferred purchase price were $0.6 billion and $1.1 billion during the three and nine months ended September 30, 2017, respectively. These collections were recorded in Cash Flows used in investing activities in our condensed consolidated statements of cash flows.

Variable Interest Entities

As the Programs were terminated in December 2017, VIEs related to the sale of wireless device payment plan receivables did not exist at September 30, 2018.

During the nine months ended September 30, 2017, under the RPA, the Sellers’ sole business consisted of the acquisition of the receivables from Cellco Partnership and certain other affiliates of Verizon and the resale of the receivables to the Purchasers. The assets of the Sellers were not available to be used to satisfy obligations of any Verizon entities other than the Sellers. We determined that the Sellers were VIEs as they lacked

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sufficient equity to finance their activities. Given that we had the power to direct the activities of the Sellers that most significantly impacted the Sellers’ economic performance, we were deemed to be the primary beneficiary of the Sellers. As a result, we consolidated the assets and liabilities of the Sellers into our condensed consolidated financial statements.

Continuing Involvement

During the nine months ended September 30, 2017, Verizon had continuing involvement with the sold receivables as it serviced the receivables. We serviced the customer and their related receivables on behalf of the Purchasers, including facilitating customer payment collection, in exchange for a monthly servicing fee. While servicing the receivables, the same policies and procedures were applied to the sold receivables that applied to owned receivables, and we maintained normal relationships with our customers. The credit quality of the customers we serviced was consistent throughout the periods presented.

In addition, we had continuing involvement related to the sold receivables as we were responsible for absorbing additional credit losses pursuant to the agreements. Credit losses on receivables sold were $0.1 billion during the nine months ended September 30, 2017.



7.	Fair Value Measurements

Recurring Fair Value Measurements

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2018:



(dollars in millions)	Level 1⁽¹⁾		Level 2⁽²⁾		Level 3⁽³⁾		Total
Assets:
Other assets:
Equity securities	$	37	$	—	$	—	$	37
Fixed income securities	—		379		—		379
Cross currency swaps	—		707		—		707
Forward starting interest rate swaps	—		88		—		88
Interest rate caps	—		21		—		21
Total	$	37	$	1,195	$	—	$	1,232

Liabilities:
Other liabilities:
Interest rate swaps	$	—	$	1,307	$	—	$	1,307
Cross currency swaps	—		84		—		84
Interest rate caps	—		6		—		6
Total	$	—	$	1,397	$	—	$	1,397

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2017:



(dollars in millions)	Level 1⁽¹⁾		Level 2⁽²⁾		Level 3⁽³⁾		Total
Assets:
Other assets:
Equity securities	$	74	$	—	$	—	$	74
Fixed income securities	—		366		—		366
Interest rate swaps	—		54		—		54
Cross currency swaps	—		450		—		450
Interest rate caps	—		6		—		6
Total	$	74	$	876	$	—	$	950

Liabilities:
Other liabilities:
Interest rate swaps	$	—	$	413	$	—	$	413
Cross currency swaps	—		46		—		46
Total	$	—	$	459	$	—	$	459


⁽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

Equity securities measured at fair value on a recurring basis consist of investments in common stock of domestic and international corporations measured using quoted prices in active markets. These equity securities exclude certain of our equity investments, which were previously

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accounted for under the cost method, as they do not have readily determinable fair values. Accordingly, the value of these investments beginning January 1, 2018 has been measured using a quantitative approach under the practicability exception offered by ASU 2016-01. See Note 1 for additional information. As of September 30, 2018, the carrying amount of our investments without readily determinable fair values was $0.3 billion. During both the three and nine months ended September 30, 2018, there were insignificant adjustments due to observable price changes and we recognized an insignificant impairment charge during the nine months ended September 30, 2018.

Fixed income securities consist primarily of investments in municipal bonds. For fixed income securities that do not have quoted prices in active markets, we use alternative matrix pricing resulting in these debt securities being 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. There were no transfers between Level 1 and Level 2 during both the nine months ended September 30, 2018 and 2017.

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 terms and maturities, which is a Level 1 measurement, as well as quoted prices for similar terms and maturities in inactive markets and future cash flows discounted at current rates, which are Level 2 measurements. The fair value of our short-term and long-term debt, excluding capital leases, was as follows:



	At September 30,				At December 31,
	2018				2017
(dollars in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short- and long-term debt, excluding capital leases	$	112,026	$	120,360	$	116,075	$	128,658

Derivative Instruments

The following table sets forth the notional amounts of our outstanding derivative instruments:



	At September 30,		At December 31,
	2018		2017
(dollars in millions)	Notional Amount		Notional Amount
Interest rate swaps	$	19,844	$	20,173
Cross currency swaps	16,638		16,638
Forward starting interest rate swaps	3,000		—
Interest rate caps	2,840		2,840
Foreign exchange forwards	400		—

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 based on LIBOR, 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 offset by changes in the fair value of the hedged debt due to changes in interest rates.

During the nine months ended September 30, 2018, we entered into interest rate swaps with a total notional value of $0.7 billion and settled interest rate swaps with a total notional value of $1.1 billion.

The ineffective portion of these interest rate swaps was insignificant for the three and nine months ended September 30, 2018 and 2017.

The following amounts were recorded in Long-term debt in our condensed consolidated balance sheets related to cumulative basis adjustments for fair value hedges:



	At September 30,			At December 31,
(dollars in millions)	2018			2017
Carrying amount of hedged liabilities	$	18,470		$	19,723
Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities	(1,246		)	(316		)

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Cross Currency Swaps

We have entered into cross currency swaps designated as cash flow hedges to exchange our British Pound Sterling, Euro, Swiss Franc 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.

During both the three and nine months ended September 30, 2018, pre-tax gains of $0.2 billion were recognized in Other comprehensive income (loss). During the three and nine months ended September 30, 2017, pre-tax gains of $0.5 billion and $1.0 billion, respectively, were recognized in Other comprehensive income (loss). A portion of the gains recognized in Other comprehensive income (loss) was reclassified to Other income (expense), net to offset the related pre-tax foreign currency transaction gain or loss on the underlying hedged item.

Forward Starting Interest Rate Swaps

We have entered 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.

During both the three and nine months ended September 30, 2018, we entered into forward starting interest rate swaps with a total notional value of $3.0 billion. During both the three and nine months ended September 30, 2018, pre-tax gains of $0.1 billion were recognized in Other comprehensive income (loss).

Net Investment Hedges

We have designated certain foreign currency 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 the Euro-denominated debt as a net investment hedge was $0.8 billion and $0.9 billion at September 30, 2018 and December 31, 2017, respectively.

Undesignated Derivatives

We also have the following derivative contracts which we use as an economic hedge but for which we have elected not to apply hedge accounting.

Interest Rate Caps

We enter into interest rate caps to mitigate our interest exposure to interest rate increases on our ABS Financing Facility and Asset-Backed Notes. During the three and nine months ended September 30, 2018 and 2017, we recognized an insignificant amount in Interest expense.

Foreign Exchange Forwards

We enter into foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries. During both the three and nine months ended September 30, 2018, we entered into foreign exchange forwards with a total notional value of $1.3 billion and settled foreign exchange forwards with a total notional value of $0.9 billion.

Treasury Rate Locks

We entered into treasury rate locks with a notional value of $2.0 billion to hedge the September 2018 Tender Offers. Upon the early settlement of the September Tender Offers, we settled these hedges. During the three and nine months ended September 30, 2018, we recognized an insignificant loss related to treasury rate locks in Other income (expense), net.

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.

Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (ISDA master agreements) and credit support annex agreements (CSAs) which provide rules for collateral exchange. Our CSAs entered into prior to the fourth quarter of 2017 generally require collateralized arrangements with our counterparties in connection with uncleared derivatives. During the first quarter of 2017, we paid an insignificant amount of cash to extend amendments to certain of our collateral exchange arrangements, which eliminated the requirement to post collateral for a specified period of time. During the fourth quarter of 2017, we began negotiating and executing new ISDA master agreements and CSAs with our counterparties. The newly executed CSAs 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. At September 30, 2018, we posted collateral of approximately $0.2 billion related to derivative contracts under collateral exchange arrangements, which were recorded as Prepaid expenses and other in our condensed consolidated balance sheet. We did not post any collateral at December 31, 2017. 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.

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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 to reflect actual return on plan assets and updated actuarial assumptions or upon a remeasurement. 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 September 30,	2018			2017			2018			2017
Service cost - Cost of services	$	57		$	55		$	26		$	29
Service cost - Selling, general and administrative expense	13			15			6			8
Service cost	$	70		$	70		$	32		$	37

Amortization of prior service cost (credit)	$	13		$	10		$	(244	)	$	(235	)
Expected return on plan assets	(321		)	(315		)	(11		)	(13		)
Interest cost	176			171			153			164
Remeasurement gain, net	(454		)	—			—			—
Other components	$	(586	)	$	(134	)	$	(102	)	$	(84	)

Total	$	(516	)	$	(64