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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

  (Mark one)    
  x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  
    OF THE SECURITIES EXCHANGE ACT OF 1934  
    For the quarterly period ended June 30, 2016  
   

 

OR

 

 
  ¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  
    OF THE SECURITIES EXCHANGE ACT OF 1934  
    For the transition period from              to               

Commission file number: 1-8606

 

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.

   x  Yes    ¨   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

x

  

Accelerated filer

 

¨

Non-accelerated filer

 

¨  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

At June 30, 2016, 4,076,301,833 shares of the registrant’s common stock were outstanding, after deducting 166,072,407 shares held in treasury.

 

 

 


Table of Contents
Table of Contents

 

         Page  
PART I – FINANCIAL INFORMATION   
Item 1.   Financial Statements (Unaudited)   
 

Condensed Consolidated Statements of Income

Three and six months ended June 30, 2016 and 2015

     3   
 

Condensed Consolidated Statements of Comprehensive Income

Three and six months ended June 30, 2016 and 2015

     4   
 

Condensed Consolidated Balance Sheets

At June 30, 2016 and December 31, 2015

     5   
 

Condensed Consolidated Statements of Cash Flows

Six months ended June 30, 2016 and 2015

     6   
 

Notes to Condensed Consolidated Financial Statements

     7   
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations      29   
Item 3.   Quantitative and Qualitative Disclosures About Market Risk      53   
Item 4.   Controls and Procedures      53   
PART II – OTHER INFORMATION   
Item 1.   Legal Proceedings      53   
Item 1A.   Risk Factors      53   
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      54   
Item 6.   Exhibits      55   
Signature      56   
Certifications   


Table of Contents
Part I - Financial Information

Item 1. Financial Statements

Condensed Consolidated Statements of Income

Verizon Communications Inc. and Subsidiaries

 

    

Three Months Ended

June 30,

    Six Months Ended
June 30,
 
(dollars in millions, except per share amounts) (unaudited)    2016     2015     2016     2015  

Operating Revenues

        

Service revenues and other

   $   26,828      $   28,363      $   55,045      $   56,974   

Wireless equipment revenues

     3,704        3,861        7,658        7,234   
  

 

 

 

Total Operating Revenues

     30,532        32,224        62,703        64,208   

Operating Expenses

        

Cost of services (exclusive of items shown below)

     7,577        6,994        15,191        13,982   

Wireless cost of equipment

     4,644        5,455        9,642        10,563   

Selling, general and administrative expense

     9,775        7,974        17,375        15,913   

Depreciation and amortization expense

     3,982        3,980        7,999        7,969   
  

 

 

 

Total Operating Expenses

     25,978        24,403        50,207        48,427   

Operating Income

     4,554        7,821        12,496        15,781   

Equity in losses of unconsolidated businesses

     (20     (18     (40     (52

Other income and (expense), net

     (1,826     32        (1,794     107   

Interest expense

     (1,013     (1,208     (2,201     (2,540
  

 

 

 

Income Before Provision For Income Taxes

     1,695        6,627        8,461        13,296   

Provision for income taxes

     (864     (2,274     (3,200     (4,605
  

 

 

 

Net Income

   $ 831      $ 4,353      $ 5,261      $ 8,691   
  

 

 

 

Net income attributable to noncontrolling interests

   $ 129      $ 122      $ 249      $ 241   

Net income attributable to Verizon

     702        4,231        5,012        8,450   
  

 

 

 

Net Income

   $ 831      $ 4,353      $ 5,261      $ 8,691   
  

 

 

 

Basic Earnings Per Common Share

        

Net income attributable to Verizon

   $ 0.17      $ 1.04      $ 1.23      $ 2.06   

Weighted-average shares outstanding (in millions)

     4,079        4,079        4,080        4,097   

Diluted Earnings Per Common Share

        

Net income attributable to Verizon

   $ 0.17      $ 1.04      $ 1.23      $ 2.06   

Weighted-average shares outstanding (in millions)

     4,085        4,085        4,085        4,103   

Dividends declared per common share

   $ 0.565      $ 0.550      $ 1.130      $ 1.100   

See Notes to Condensed Consolidated Financial Statements

 

3


Table of Contents

Condensed Consolidated Statements of Comprehensive Income

Verizon Communications Inc. and Subsidiaries

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions) (unaudited)    2016     2015     2016     2015  

Net Income

   $   831      $   4,353      $   5,261      $   8,691   

Other comprehensive income (loss), net of taxes

        

Foreign currency translation adjustments

     25        54        55        (87

Unrealized loss on cash flow hedges

     (147     (93     (205     (106

Unrealized gain (loss) on marketable securities

     2        (12     (16     (9

Defined benefit pension and postretirement plans

     2,508        (44     2,463        (88
  

 

 

 

Other comprehensive income (loss) attributable to Verizon

     2,388        (95     2,297        (290
  

 

 

 

Total Comprehensive Income

   $ 3,219      $ 4,258      $ 7,558      $ 8,401   
  

 

 

 

Comprehensive income attributable to noncontrolling interests

   $ 129      $ 122      $ 249      $ 241   

Comprehensive income attributable to Verizon

     3,090        4,136        7,309        8,160   
  

 

 

 

Total Comprehensive Income

   $ 3,219      $ 4,258      $ 7,558      $ 8,401   
  

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

4


Table of Contents

Condensed Consolidated Balance Sheets

Verizon Communications Inc. and Subsidiaries

 

(dollars in millions, except per share amounts) (unaudited)    At June 30,
2016
    At December 31,
2015
 

Assets

    

Current assets

    

Cash and cash equivalents

   $ 2,857      $ 4,470   

Short-term investments

            350   

Accounts receivable, net of allowances of $812 and $882

     13,294        13,457   

Inventories

     931        1,252   

Assets held for sale

     317        792   

Prepaid expenses and other

     3,445        2,034   
  

 

 

 

Total current assets

     20,844        22,355   
  

 

 

 

Plant, property and equipment

     225,756        220,163   

Less accumulated depreciation

     142,584        136,622   
  

 

 

 

Plant, property and equipment, net

     83,172        83,541   
  

 

 

 

Investments in unconsolidated businesses

     822        796   

Wireless licenses

     86,981        86,575   

Goodwill

     25,417        25,331   

Other intangible assets, net

     7,399        7,592   

Non-current assets held for sale

            10,267   

Other assets

     7,235        7,718   
  

 

 

 

Total assets

   $   231,870      $   244,175   
  

 

 

 

Liabilities and Equity

    

Current liabilities

    

Debt maturing within one year

   $ 6,803      $ 6,489   

Accounts payable and accrued liabilities

     19,090        19,362   

Liabilities related to assets held for sale

            463   

Other

     8,515        8,738   
  

 

 

 

Total current liabilities

     34,408        35,052   
  

 

 

 

Long-term debt

     92,922        103,240   

Employee benefit obligations

     28,059        29,957   

Deferred income taxes

     43,825        45,484   

Non-current liabilities related to assets held for sale

            959   

Other liabilities

     11,912        11,641   

Equity

    

Series preferred stock ($.10 par value; none issued)

              

Common stock ($.10 par value; 4,242,374,240 shares
issued in each period)

     424        424   

Contributed capital

     11,192        11,196   

Reinvested earnings

     11,652        11,246   

Accumulated other comprehensive income

     2,847        550   

Common stock in treasury, at cost

     (7,279     (7,416

Deferred compensation – employee stock ownership plans and other

     408        428   

Noncontrolling interests

     1,500        1,414   
  

 

 

 

Total equity

     20,744        17,842   
  

 

 

 

Total liabilities and equity

   $ 231,870      $ 244,175   
  

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

5


Table of Contents

Condensed Consolidated Statements of Cash Flows

Verizon Communications Inc. and Subsidiaries

 

    

Six Months Ended

June 30,

 
(dollars in millions) (unaudited)    2016     2015  

Cash Flows from Operating Activities

    

Net Income

   $ 5,261      $ 8,691   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization expense

     7,999        7,969   

Employee retirement benefits

     4,021        561   

Deferred income taxes

     (3,085     826   

Provision for uncollectible accounts

     651        744   

Equity in losses of unconsolidated businesses, net of dividends received

     58        72   

Changes in current assets and liabilities, net of
effects from acquisition/disposition of businesses

     (1,067     416   

Other, net

     (1,008     (373
  

 

 

 

Net cash provided by operating activities

        12,830           18,906   
  

 

 

 

Cash Flows from Investing Activities

    

Capital expenditures (including capitalized software)

     (7,273     (8,153

Acquisitions of investments and businesses, net of cash acquired

     (178     (3,225

Acquisitions of wireless licenses

     (282     (9,677

Proceeds from dispositions of businesses

     9,882          

Other, net

     504        884   
  

 

 

 

Net cash provided by (used in) investing activities

     2,653        (20,171
  

 

 

 

Cash Flows from Financing Activities

    

Proceeds from long-term borrowings

            6,497   

Repayments of long-term borrowings and capital lease obligations

     (11,300     (5,797

Increase (decrease) in short-term obligations, excluding current maturities

     610        (106

Dividends paid

     (4,605     (4,266

Proceeds from sale of common stock

     3          

Purchase of common stock for treasury

            (5,074

Other, net

     (1,804     2,421   
  

 

 

 

Net cash used in financing activities

     (17,096     (6,325
  

 

 

 

Decrease in cash and cash equivalents

     (1,613     (7,590

Cash and cash equivalents, beginning of period

     4,470        10,598   
  

 

 

 

Cash and cash equivalents, end of period

   $ 2,857      $ 3,008   
  

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

6


Table of Contents

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 included in the Verizon Communications Inc. (Verizon or the Company) Annual Report on Form 10-K for the year ended December 31, 2015. 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 year amounts to conform to the current year presentation.

Earnings Per Common Share

There were a total of approximately 6 million and 5 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for the three and six months ended June 30, 2016, respectively. There were a total of approximately 6 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for the three and six months ended June 30, 2015, respectively. There were no outstanding options to purchase shares that would have been anti-dilutive for the three and six months ended June 30, 2016 and 2015, respectively.

Recently Adopted Accounting Standards

During the first quarter of 2016, we adopted the accounting standard update related to the simplification of the accounting for measurement-period adjustments in business combinations. This standard update requires an acquirer to recognize measurement-period adjustments in the reporting period in which the adjustments are determined and to record the effects on earnings of any changes resulting from the change in provisional amounts, calculated as if the accounting had been completed at the acquisition date. The prospective adoption of this standard update did not have a significant impact on our condensed consolidated financial statements.

During the first quarter of 2016, we adopted the accounting standard update related to disclosures for investments in certain entities that calculate net asset value per share. This standard update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The standard update limits the required disclosures to investments for which the entity has elected to measure the fair value using the practical expedient. The retrospective adoption of this standard update did not have a significant impact on our condensed consolidated financial statements.

During the first quarter of 2016, we adopted the accounting standard update related to the simplification of the presentation of debt issuance costs. This standard update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. During the first quarter of 2016, we also adopted the accounting standard update related to the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. This standard adds SEC paragraphs pursuant to an SEC Staff Announcement that the SEC staff would not object to an entity deferring and presenting debt issuance costs associated with a line-of-credit arrangement as an asset and subsequently amortizing the costs ratably over the term of the arrangement. We applied the amendments in these accounting standard updates retrospectively to all periods presented. The adoption of these standard updates did not have a significant impact on our condensed consolidated financial statements.

During the first quarter of 2016, we adopted the accounting standard update related to the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The prospective adoption of this standard update did not have an impact on our condensed consolidated financial statements.

During the second quarter of 2016, we prospectively changed our method for determining the date at which we remeasure plan assets and obligations as a result of a significant event during an interim period in accordance with Accounting Standards Update (ASU) 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. As a practical expedient, we elected to remeasure defined benefit plan assets and obligations using the month-end that is closest to the date of the significant event.

 

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Table of Contents

Recently Issued Accounting Standards

In June 2016, the standard update related to the measurement of credit losses on financial instruments was issued. This standard update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. 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 on our condensed consolidated financial statements.

In February 2016, the accounting standard update related to leases was issued. 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 is effective as of the first quarter of 2019; however, early adoption is permitted. We are currently evaluating the impact that this standard update will have on our condensed consolidated financial statements.

In May 2014, the accounting standard update related to the recognition of revenue from contracts with customers was issued. This standard update clarifies the principles for recognizing revenue and develops a common revenue standard for generally accepted accounting principles in the United States (U.S. GAAP) and International Financial Reporting Standards. 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. Upon adoption of this standard update, we expect that the allocation and timing of revenue recognition will be impacted. In August 2015, an accounting standard update was issued that delays the effective date of this standard until the first quarter of 2018. Companies are permitted to early adopt the standard in the first quarter of 2017.

There are two adoption methods available for implementation of the standard update related to the recognition of revenue from contracts with customers. Under one method, the guidance is applied retrospectively to contracts for each reporting period presented, subject to allowable practical expedients. Under the other method, the guidance is applied only to the most current period presented, recognizing the cumulative effect of the change as an adjustment to the beginning balance of retained earnings, and also requires additional disclosures comparing the results to the previous guidance. We are currently evaluating these adoption methods and the impact that this standard update will have on our condensed consolidated financial statements.

 

2.

Acquisitions and Divestitures

 

Wireless

Spectrum License Transactions

During the fourth quarter of 2015, we entered into a license exchange agreement with affiliates of AT&T Inc. to exchange certain Advanced Wireless Services (AWS) and Personal Communication Services (PCS) spectrum licenses. This non-cash exchange was completed in March 2016. As a result, we received $0.4 billion of AWS and PCS spectrum licenses at fair value and recorded a pre-tax gain of $0.1 billion in Selling, general and administrative expense on our condensed consolidated statement of income for the six months ended June 30, 2016.

During the first quarter of 2016, we entered into a license exchange agreement with affiliates of Sprint Corporation, which provides for the exchange of certain AWS and PCS spectrum licenses. This non-cash exchange is expected to be completed in the third quarter of 2016 and we expect to record an immaterial gain.

During the three and six months ended June 30, 2016, we acquired various other wireless licenses for cash consideration that was not significant.

Wireline

Access Line Sale

On February 5, 2015, we entered into a definitive agreement with Frontier Communications Corporation (Frontier) pursuant to which Verizon agreed to sell its local exchange business and related landline activities in California, Florida and Texas, including Fios Internet and video customers, switched and special access lines and high-speed Internet service and long distance voice accounts in these three states for approximately $10.5 billion (approximately $7.3 billion net of income taxes), subject to certain adjustments and including the assumption of $0.6 billion of indebtedness from Verizon by Frontier. The transaction, which includes the acquisition by Frontier of the equity interests of Verizon’s incumbent local exchange carriers (ILECs) in California, Florida and Texas, did not involve any assets or liabilities of Verizon Wireless. The transaction closed on April 1, 2016.

 

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Table of Contents

The transaction resulted in Frontier acquiring approximately 3.3 million voice connections, 1.6 million Fios Internet subscribers, 1.2 million Fios video subscribers and the related ILEC businesses from Verizon. For the six months ended June 30, 2016, these businesses generated revenues of approximately $1.3 billion and operating income of $0.7 billion for Verizon. For the three and six months ended June 30, 2015, these businesses generated revenues of $1.3 billion and $2.7 billion, respectively, and operating income of $0.7 billion and $1.4 billion, respectively. The operating results of these businesses are excluded from our Wireline segment for all periods presented to reflect comparable segment operating results consistent with the information regularly reviewed by our chief operating decision maker.

During April 2016, Verizon used the net cash proceeds received of $9.9 billion to reduce its consolidated indebtedness (see Note 4). The assets and liabilities that were sold were included in Verizon’s continuing operations and classified as assets held for sale and liabilities related to assets held for sale on our condensed consolidated balance sheets through the completion of the transaction on April 1, 2016. As a result of the closing of the transaction, we derecognized plant, property, and equipment of $9.0 billion, goodwill of $1.3 billion, $0.7 billion of defined benefit pension and other postretirement benefit plan obligations and $0.6 billion of indebtedness assumed by Frontier.

We recorded a pre-tax gain of approximately $1.0 billion in Selling, general and administrative expense on our condensed consolidated statements of income for the three and six months ended June 30, 2016. The pre-tax gain included a $0.5 billion pension and postretirement benefit curtailment gain due to the elimination of the accrual of pension and other postretirement benefits for some or all future services of a significant number of employees covered by three of our defined benefit pension plans and one of our other postretirement benefit plans.

Other

Acquisition of AOL Inc.

On May 12, 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 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. If they had not exercised these rights, Verizon would have paid an additional $330 million for such shares at the closing.

AOL is a leader in the digital content and advertising platform space. Verizon has been investing in emerging technology that taps into the market shift to digital content and advertising. AOL’s business model aligns with this approach, and we believe that its combination of owned and operated content properties plus a digital advertising platform enhances our ability to further develop future revenue streams.

The acquisition of AOL has been accounted for as a business combination. The identification of the assets acquired and liabilities assumed are finalized. During the second quarter of 2016, we finalized our valuations for deferred taxes. These adjustments did not have a material impact on our condensed consolidated financial statements.

The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market 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 (ASC) 820, 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 plant, property 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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The following table summarizes the consideration to AOL’s shareholders and the identification of the assets acquired, including cash acquired of $0.5 billion, and liabilities assumed as of the close of the acquisition, as well as the fair value at the acquisition date of AOL’s noncontrolling interests:

 

(dollars in millions)    As of June 23, 2015  

Cash payment to AOL’s equity holders

   $ 3,764   

Estimated liabilities to be paid(1)

     377   
  

 

 

 

Total consideration

   $ 4,141   
  

 

 

 

Assets acquired:

  

Goodwill

   $ 1,938   

Intangible assets subject to amortization

     2,504   

Other

     1,551   
  

 

 

 

Total assets acquired

     5,993   

Liabilities assumed:

  

Total liabilities assumed

     1,851   

Net assets acquired:

     4,142   

Noncontrolling interest

     (1
  

 

 

 

Total consideration

   $   4,141   
  

 

 

 

 

(1)

During the six months ended June 30, 2016, we made cash payments of $126 million in respect of acquisition-date estimated liabilities to be paid. As of June 30, 2016, the remaining balance of estimated liabilities to be paid was $251 million.

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 recorded as a result of the AOL transaction represents future economic benefits we expect to achieve as a result of combining the operations of AOL and Verizon as well as assets acquired that could not be individually identified and separately recognized. The goodwill related to this acquisition is included within Corporate and other.

Acquisition of Yahoo! Inc.’s Operating Business

On July 23, 2016, we 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 will 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”). Prior to the closing of the Transaction, pursuant to a reorganization agreement, Yahoo will transfer all of the assets and liabilities constituting Yahoo’s operating business to the subsidiaries to be acquired in the Transaction. The assets to be acquired will not include Yahoo’s cash, its ownership interests in Alibaba, Yahoo! Japan and certain other investments, certain undeveloped land recently divested by Yahoo or certain non-core intellectual property. We will receive 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 is not being conveyed with the business.

Yahoo employees who transfer to Verizon will have any unvested Yahoo restricted stock units that they hold converted into cash-settleable Verizon restricted stock units, which will have the same vesting schedule as their Yahoo restricted stock units. The value of those outstanding restricted stock units on the date of signing was approximately $1.1 billion.

The Transaction is subject to customary regulatory approvals and closing conditions, including the approval of Yahoo’s stockholders, and is expected to close in the first quarter of 2017.

Other

On February 20, 2016, Verizon entered into a purchase agreement to acquire XO Holdings’ wireline business which owns and operates one of the largest fiber-based IP and Ethernet networks outside of Verizon’s footprint for approximately $1.8 billion, subject to adjustment. The transaction is subject to customary regulatory approvals and is expected to close in the first half of 2017. Separately, Verizon entered into an agreement to lease certain wireless spectrum from XO Holdings and has an option, exercisable under certain circumstances, to buy XO Holdings’ entity that owns its wireless spectrum.

On June 21, 2016, Verizon announced an agreement to acquire a global, cloud-based mobile enterprise management software business. The acquisition is subject to customary regulatory approvals and is expected to close in the second half of 2016.

During the six months ended June 30, 2016, we acquired various other businesses and investments for cash consideration that was not significant.

 

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3.

Wireless Licenses, Goodwill and Other Intangible Assets

 

Wireless Licenses

Changes in the carrying amount of Wireless licenses are as follows:

 

(dollars in millions)        

Balance at January 1, 2016

   $ 86,575   

Acquisitions (Note 2)

     23   

Capitalized interest on wireless licenses

     259   

Reclassifications, adjustments and other

     124   
  

 

 

 

Balance at June 30, 2016

   $   86,981   
  

 

 

 

Reclassifications, adjustments and other includes $0.4 billion received in exchanges of wireless licenses in 2016 as well as $0.3 billion of wireless licenses that are classified as Assets held for sale on our condensed consolidated balance sheet at June 30, 2016 (see Note 2 for additional details).

At June 30, 2016, approximately $10.4 billion of wireless licenses were under development for commercial service for which we were capitalizing interest costs.

The average remaining renewal period for our wireless licenses portfolio was 5.3 years as of June 30, 2016.

Goodwill

Changes in the carrying amount of Goodwill are as follows:

 

(dollars in millions)    Wireless      Wireline     Other      Total  

Balance at January 1, 2016

   $ 18,393       $ 4,331      $ 2,607       $ 25,331   

Acquisitions (Note 2)

                    82         82   

Reclassifications, adjustments and other

             (107     111         4   
  

 

 

 

Balance at June 30, 2016

   $   18,393       $   4,224      $   2,800       $   25,417   
  

 

 

 

During the second quarter of 2016, we allocated $0.1 billion of Goodwill on a relative fair value basis from Wireline to Corporate and other as a result of the reclassification of our vehicle original equipment manufacturer (OEM) and Networkfleet businesses (see Note 10 for additional details).

Other Intangible Assets

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

 

     At June 30, 2016      At December 31, 2015  
(dollars in millions)    Gross
Amount
     Accumulated
Amortization
    Net
Amount
     Gross
Amount
     Accumulated
Amortization
    Net
Amount
 

Customer lists (6 to 14 years)

   $ 4,141       $ (2,477   $ 1,664       $ 4,139       $ (2,365   $ 1,774   

Non-network internal-use software (3 to 8 years)

     15,127         (10,198     4,929         14,542         (9,620     4,922   

Other (5 to 25 years)

     1,357         (551     806         1,346         (450     896   
  

 

 

 

Total

   $   20,625       $   (13,226   $   7,399       $   20,027       $   (12,435   $   7,592   
  

 

 

 

The amortization expense for Other intangible assets was as follows:

 

(dollars in millions)    Three Months Ended
June 30,
     Six Months Ended
June 30,
 

2016

     $       401         $       836   

2015

     428         809   

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

 

Years    (dollars in millions)  

Remainder of 2016

     $       788   

2017

     1,420   

2018

     1,252   

2019

     1,046   

2020

     839   

 

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4.

Debt

 

Changes to debt during the six months ended June 30, 2016 are as follows:

 

(dollars in millions)    Debt Maturing
within One Year
    Long-term
Debt
    Total  

Balance at January 1, 2016

   $ 6,489      $   103,240      $   109,729   

Repayments of long-term borrowings and capital leases obligations

       (3,844     (7,456     (11,300

Increase in short-term obligations, excluding current maturities

     610               610   

Reclassifications of long-term debt

     3,396        (3,396       

Other

     152        534        686   
  

 

 

 

Balance at June 30, 2016

   $ 6,803      $ 92,922      $ 99,725   
  

 

 

 

April Tender Offers

On March 4, 2016, we announced the commencement of three concurrent, but separate, tender offers (the April Tender Offers) to purchase for cash (1) any and all of the series of notes listed below in the Group 1 Any and All Offer, (2) any and all of the series of notes listed below in the Group 2 Any and All Offer and (3) up to $5.5 billion aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions, of the series of notes listed below in the Group 3 Offer.

The April Tender Offers for each series of notes were conditioned upon the closing of the sale of our local exchange business and related landline activities in California, Florida and Texas to Frontier and the receipt of at least $9.5 billion of the purchase price cash at closing (the Sale Condition). The Sale Condition was satisfied and the April Tender Offers were settled on April 4, 2016, resulting in the notes listed below being repurchased and cancelled for $10.2 billion, inclusive of accrued interest of $0.1 billion.

The table below lists the series of notes included in the Group 1 Any and All Offer:

 

(dollars in millions, except for Purchase Price)    Interest
Rate
    Maturity      Principal
Amount
Outstanding
    

Purchase

Price (1)

     Principal
Amount
Purchased
 

Verizon Communications Inc.

     2.50     2016       $   2,182       $   1,007.60       $ 1,272   
     2.00     2016         1,250         1,007.20         731   
     6.35     2019         1,750         1,133.32         970   
             

 

 

 
              $   2,973   
             

 

 

 

 

(1)

Per $1,000 principal amount of notes tendered and not withdrawn prior to early expiration.

The table below lists the series of notes included in the Group 2 Any and All Offer:

 

(dollars in millions, except for Purchase Price)    Interest
Rate
    Maturity      Principal
Amount
Outstanding
    

Purchase

Price (1)

     Principal
Amount
Purchased
 

Verizon Delaware LLC

     8.375     2019       $ 15       $   1,182.11       $ 15   
     8.625     2031         15         1,365.39         5   

Verizon Maryland LLC

     8.00     2029         50         1,301.32         22   
     8.30     2031           100         1,347.26         76   
     5.125     2033         350         1,012.50           171   

Verizon New England Inc.

     7.875     2029         349         1,261.63         176   

Verizon New Jersey Inc.

     8.00     2022         200         1,238.65         54   
     7.85     2029         149         1,311.32         63   

Verizon New York Inc.

     6.50     2028         100         1,151.71         28   
     7.375     2032         500         1,201.92         256   

Verizon Pennsylvania LLC

     6.00     2028         125         1,110.47         57   
     8.35     2030         175         1,324.10         127   
     8.75     2031         125         1,356.47         72   

Verizon Virginia LLC

     7.875     2022         100         1,227.79         43   
     8.375     2029         100         1,319.78         81   
             

 

 

 
              $   1,246   
             

 

 

 

 

(1)

Per $1,000 principal amount of notes tendered and not withdrawn prior to early expiration.

 

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The table below lists the series of notes included in the Group 3 Offer:

 

(dollars in millions, except for Purchase Price)    Interest
Rate
    Maturity      Principal
Amount
Outstanding
    

Purchase

Price (1)

     Principal
Amount
Purchased
 

Verizon Communications Inc.

     8.95     2039       $ 353       $   1,506.50       $ 63   
     7.75     2032         251         1,315.19         33   
     7.35     2039         480         1,293.50         68   
     7.75     2030         1,206         1,377.92         276   
     6.55     2043           6,585         1,291.74           2,340   
     6.40     2033         2,196         1,220.28         466   
     6.90     2038         477         1,243.29         92   
     6.25     2037         750         1,167.66         114   
     6.40     2038         866         1,176.52         116   
     5.85     2035         1,500         1,144.68         250   
     6.00     2041         1,000         1,164.56           
     5.15     2023         8,517         1,152.83           

Alltel Corporation

     7.875     2032         452         1,322.92         115   
     6.80     2029         235         1,252.93         47   

GTE Corporation

     6.94     2028         800         1,261.35         237   
     8.75     2021         300         1,307.34         93   
             

 

 

 
              $ 4,310   
             

 

 

 

 

(1)

Per $1,000 principal amount of notes

April Early Debt Redemption

On April 8, 2016, we redeemed in whole the following series of outstanding notes which were called for redemption on April 5, 2016 (collectively, April Early Debt Redemption): $0.9 billion aggregate principal amount of Verizon Communications 2.50% Notes due 2016 at 100.8% of the principal amount of such notes, $0.5 billion aggregate principal amount of Verizon Communications 2.00% Notes due 2016 at 100.8% of the principal amount of such notes, and $0.8 billion aggregate principal amount of Verizon Communications 6.35% Notes due 2019 at 113.5% of the principal amount of such notes. These notes were repurchased and cancelled for $2.3 billion, inclusive of an immaterial amount of accrued interest.

August Debt Issuance

On July 27, 2016, we entered into an agreement to sell $6.2 billion aggregate principal amount of fixed and floating rate notes, which sale is expected to close on August 1, 2016. We expect to receive cash proceeds of approximately $6.1 billion, net of discounts and issuance costs and after reimbursement of certain expenses. The sale consisted of the following series of notes: $0.4 billion aggregate principal amount of Verizon Communications Floating Rate Notes due 2019, $1.0 billion aggregate principal amount of Verizon Communications 1.375% Notes due 2019, $1.0 billion aggregate principal amount of Verizon Communications 1.750% Notes due 2021, $2.3 billion aggregate principal amount of Verizon Communications 2.625% Notes due 2026, and $1.5 billion aggregate principal amount of Verizon Communications 4.125% Notes due 2046. The floating rate notes will bear interest at a rate equal to the three-month London Interbank Offered Rate (LIBOR) plus 0.370%, which rate will be reset quarterly. We intend to use the net proceeds from the sale of the notes for general corporate purposes, including to repay at maturity on September 15, 2016, $2.25 billion aggregate principal amount of our floating rate notes, plus accrued interest on the notes.

Asset-Backed Debt

In July 2016, we transferred $1.5 billion of device payment plan agreement receivables from Cellco Partnership and certain other affiliates of Verizon (the Originators) to a consolidated asset-backed securitization bankruptcy remote legal entity (ABS Entity). The ABS Entity in turn issued $1.2 billion aggregate principal amount of senior and junior asset-backed notes, of which $1.1 billion of notes were sold to third-party investors. The asset-backed notes are secured by the transferred device payment plan agreement receivables and future collections on the receivables. The third-party investors in the asset-backed notes have legal recourse only to the assets securing the debt and do not have any recourse to Verizon with respect to the payment of principal and interest on the notes. The device payment plan agreement receivables transferred to the ABS Entity will only be available for payment of the asset-backed notes and other obligations arising from the asset-backed securitization transaction and will not be available to pay other obligations or claims of Verizon’s creditors until the associated asset-backed notes and other obligations are satisfied.

 

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Verizon entities will retain the equity interest in the ABS Entity, which represents the rights to all funds not needed to make required payments on the asset-backed notes and other related payments. Proceeds from our asset-backed securitization transaction will be reflected in Cash flows from financing activities in our condensed consolidated statement of cash flows. The asset-backed debt issued and the assets securing this debt will be included on our condensed consolidated balance sheets next quarter.

The senior asset-backed notes have an expected weighted average life of about 2.5 years and the junior asset-backed notes have an expected weighted average life of about 3.2 years. Under the terms of the securitization transaction, there is a two year revolving period during which we may transfer additional receivables to the ABS Entity. Under a parent support agreement, Verizon has agreed to guarantee certain of the payment obligations of Cellco Partnership and the Originators to the ABS Entity. Verizon does not guarantee any principal or interest on the asset-backed notes or any payments on the receivables.

Credit Facility

As of June 30, 2016, the unused borrowing capacity under our $8.0 billion credit facility was approximately $7.9 billion.

Additional Financing Activities (Non-Cash Transaction)

During the six months ended June 30, 2016, we financed, primarily through vendor financing arrangements, the purchase of approximately $0.3 billion of long-lived assets, consisting primarily of network equipment. At June 30, 2016, $1.1 billion relating to vendor financing arrangements, including those entered into in prior years, remained outstanding. These purchases are non-cash financing activities and therefore not reflected within Capital expenditures on our condensed consolidated statement of cash flows.

Early Debt Redemptions

During the second quarter of 2016, we recorded a net pre-tax loss on early debt redemption of $1.8 billion in connection with the April Tender Offers and the April Early Debt Redemption.

We recognize early debt redemption costs in Other income and (expense), net on our condensed consolidated statement of income.

Guarantees

We guarantee the debentures of our operating telephone company subsidiaries. As of June 30, 2016, $1.2 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 the operating telephone company no longer being a wholly-owned subsidiary of Verizon.

As a result of the closing of the Frontier transaction, as of April 1, 2016, GTE Southwest Inc., Verizon California Inc. and Verizon Florida LLC are no longer wholly-owned subsidiaries of Verizon, and the guarantees of $0.6 billion aggregate principal amount of debentures and first mortgage bonds of those entities have terminated pursuant to their terms.

We also guarantee the debt obligations of GTE Corporation that were issued and outstanding prior to July 1, 2003. As of June 30, 2016, $1.1 billion aggregate principal amount of these obligations were outstanding.

 

5.

Wireless Device Payment Plans

 

Under the Verizon device payment program, our eligible wireless customers purchase wireless devices at unsubsidized prices under a device payment plan agreement. Customers that activate service on devices purchased under the device payment program pay lower service fees as compared to those under our fixed-term service plans, and their device payment plan charge is included on their standard wireless monthly bill. We have ongoing programs to sell certain device payment plan agreement receivables to financial institutions. The outstanding portfolio of device payment plan agreement receivables derecognized from our condensed consolidated balance sheet, but which we continue to service, was $8.4 billion at June 30, 2016. As of June 30, 2016, the total portfolio of device payment plan agreement receivables, including derecognized device payment plan agreement receivables, that we are servicing was $13.5 billion.

 

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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:

 

(dollars in millions)    At June 30,
2016
    At December 31,
2015
 

Device payment plan agreement receivables, gross

   $   5,124      $   3,720   

Unamortized imputed interest

     (212     (142
  

 

 

 

Device payment plan agreement receivables, net of unamortized imputed interest

     4,912        3,578   

Allowance for credit losses

     (578     (444
  

 

 

 

Device payment plan agreement receivables, net

   $ 4,334      $ 3,134   
  

 

 

 

Classified on our condensed consolidated balance sheets:

    

Accounts receivable, net

   $ 2,591      $ 1,979   

Other assets

     1,743        1,155   
  

 

 

 

Device payment plan agreement receivables, net

   $ 4,334      $ 3,134   
  

 

 

 

At the time of the sale of the device, 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 on our condensed consolidated statements of income, is recognized over the financed device payment term.

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 when considering 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 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 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 which 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.

 

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The balance and aging of the device payment plan agreement receivables on a gross basis was as follows:

 

(dollars in millions)    At June 30,
2016
     At December 31,
2015
 

Unbilled

   $   4,792       $   3,420   

Billed:

     

Current

     251         227   

Past due

     81         73   
  

 

 

    

 

 

 

Device payment plan agreement receivables, gross

   $ 5,124       $ 3,720   
  

 

 

    

 

 

 

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

 

(dollars in millions)        

Balance at January 1, 2016

   $   444   

Bad debt expense

     310   

Write-offs

     (210

Allowance related to receivables sold

     28   

Other

     6   
  

 

 

 

Balance at June 30, 2016

   $ 578   
  

 

 

 

Customers that entered into device payment plan agreements prior to May 31, 2015 have the right to upgrade their device, subject to certain conditions, including making a stated portion of the required device payment plan agreement payments and trading in their device in good working order. Generally, customers entering into device payment plan agreements on or after June 1, 2015 are required to repay all amounts due under their device payment plan agreements before being eligible to upgrade their device. However, on select devices, certain marketing promotions have been revocably offered to 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 or for a device that is subject to an upgrade promotion, we may record a guarantee liability in accordance with our accounting policy. The gross guarantee liability related to the upgrade program, which was immaterial at June 30, 2016 and approximately $0.2 billion at December 31, 2015, was included in Other current liabilities on our condensed consolidated balance sheets.

Sales of Wireless Device Payment Plan Agreement Receivables

Non-Revolving Sale of Wireless Device Payment Plan Agreement Receivables

During 2015, we established a program (Non-Revolving Program) 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). Under the program, we transfer the eligible receivables to wholly-owned subsidiaries that are bankruptcy remote special purpose entities (Sellers). The Sellers then sell the receivables to the Purchasers for upfront cash proceeds and additional consideration upon settlement of the receivables (the deferred purchase price). The receivables sold under the Non-Revolving Program are no longer considered assets of Verizon. We continue to bill and collect on the receivables in exchange for a monthly servicing fee, which is not material. Eligible receivables under the Non-Revolving Program exclude device payment plan agreements where a new customer was required to provide a down payment.

Revolving Sale of Wireless Device Payment Plan Agreement Receivables

During the fourth quarter of 2015 and first quarter of 2016, we entered into separate tranches under our existing RPA with the Purchasers to sell eligible device payment plan agreement receivables on a revolving basis (Revolving Program), subject to a maximum funding limit, to the Purchasers. The revolving period of both tranches ends in December 2016. Sales of eligible receivables by the Sellers, once initiated, generally occur and are settled on a monthly basis. The receivables sold under the Revolving Program are no longer considered assets of Verizon. We continue to bill and collect on the receivables in exchange for a monthly servicing fee, which is not material. Customer payments made towards receivables sold under the Revolving Program will be available to purchase additional eligible device payment plan agreement receivables originated during the revolving period. Eligible receivables under the Revolving Program exclude device payment plan agreements where a new customer was required to provide a down payment.

 

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The sales of receivables under the Non-Revolving Program and Revolving Program did not have a material impact on our condensed consolidated statements of income. The cash proceeds received from the Purchasers are recorded within Cash flows provided by operating activities on our condensed consolidated statements of cash flows.

The following table provides a summary of device payment plan agreement receivables sold under the Non-Revolving Program and the Revolving Program:

 

(dollars in millions)    Non-Revolving Program      Revolving Program  
Three Months Ended June 30,    2016      2015      2016      2015  

Device payment plan agreement receivables sold, net (1)

   $   –       $   1,746       $   669       $   –   

Cash proceeds received from new transfers

             1,170                   

Cash proceeds received from reinvested collections

                     641           

Deferred purchase price recorded

             634         28           

 

(dollars in millions)    Non-Revolving Program      Revolving Program  
Six Months Ended June 30,    2016      2015      2016      2015  

Device payment plan agreement receivables sold, net (1)

   $   –       $   3,671       $   3,286       $   –   

Cash proceeds received from new transfers

             2,441         1,978           

Cash proceeds received from reinvested collections

                     885           

Deferred purchase price recorded

             1,329         423           

(1) Device payment plan agreement receivables net of allowances, imputed interest and the device trade-in right.

Variable Interest Entities

Under both the Non-Revolving Program and the Revolving Program, the Sellers’ sole business consists of the acquisition of the receivables from Verizon and the resale of the receivables to the Purchasers. The assets of the Sellers are not available to be used to satisfy obligations of any Verizon entities other than the Sellers. We determined that the Sellers are variable interest entities as they lack sufficient equity to finance their activities. Given that we have the power to direct the activities of the Sellers that most significantly impact the Sellers’ economic performance, we are deemed to be the primary beneficiary of the Sellers. As a result, we consolidate the assets and liabilities of the Sellers into our condensed consolidated financial statements.

Deferred Purchase Price

Under both the Non-Revolving Program and the Revolving Program, the deferred purchase price was initially recorded 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 considers prices expected to be offered to us by independent third parties. This estimate contemplates changes in value after the launch of a device. The fair value measurements are considered to be Level 3 measurements within the fair value hierarchy. The collection of the deferred purchase price is contingent on collections from customers. At June 30, 2016, our deferred purchase price receivable, which is held by the Sellers, was comprised of $1.5 billion included within Prepaid expenses and other and $1.0 billion included within Other assets in our condensed consolidated balance sheet. At December 31, 2015, our deferred purchase price receivable was $2.2 billion, which was included within Other assets in our condensed consolidated balance sheet.

Continuing Involvement

Verizon has continuing involvement with the sold receivables as it services the receivables. We continue to service 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 are applied to the sold receivables that apply to owned receivables, and we continue to maintain normal relationships with our customers. The credit quality of the customers we continue to service is consistent throughout the periods presented. To date, we have collected and remitted approximately $4.2 billion, net of fees. To date, cash proceeds received, net of remittances, were $5.9 billion. We have also collected an immaterial amount which was returned as deferred purchase price. During the six months ended June 30, 2016, credit losses on receivables sold were an immaterial amount.

 

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In addition, we have continuing involvement related to the sold receivables as we may be responsible for absorbing additional credit losses pursuant to the agreements. The Company’s maximum exposure to loss related to the involvement with the Sellers is limited to the amount of the deferred purchase price, which was $2.5 billion as of June 30, 2016. The maximum exposure to loss represents an estimated loss that would be incurred under severe, hypothetical circumstances whereby the Company would not receive the portion of the proceeds withheld by the Purchasers. As we believe the probability of these circumstances occurring is remote, the maximum exposure to loss is not an indication of the Company’s expected loss.

 

6.

Fair Value Measurements

 

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2016:

 

(dollars in millions)    Level 1(1)      Level 2(2)      Level 3(3)      Total  

Assets:

           

Other assets:

           

Equity securities

   $ 170       $       $       $ 170   

Fixed income securities

             625                 625   

Interest rate swaps

             469                 469   

Net investment hedges

             16                 16   
  

 

 

 

Total

   $   170       $   1,110       $   –       $   1,280   
  

 

 

 

Liabilities:

           

Other liabilities:

           

Cross currency swaps

             1,822                 1,822   

Forward interest rate swaps

             235                 235   
  

 

 

 

Total

   $       $ 2,057       $       $ 2,057   
  

 

 

 

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2015:

 

(dollars in millions)    Level 1(1)      Level 2(2)      Level 3(3)      Total  

Assets:

           

Short-term investments:

           

Equity securities

   $ 265       $       $       $ 265   

Fixed income securities

             85                 85   

Other current assets:

           

Fixed income securities

     250                         250   

Other assets:

           

Fixed income securities

             928                 928   

Interest rate swaps

             128                 128   

Net investment hedges

             13                 13   

Cross currency swaps

             1                 1   
  

 

 

 

Total

   $   515       $   1,155       $   –       $   1,670   
  

 

 

 

Liabilities:

           

Other liabilities:

           

Interest rate swaps

   $       $ 19       $       $ 19   

Cross currency swaps

             1,638                 1,638   

Forward interest rate swaps

             24                 24   
  

 

 

 

Total

   $       $ 1,681       $       $ 1,681   
  

 

 

 

(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) no observable pricing inputs in the market

 

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Equity securities consist of investments in common stock of domestic and international corporations measured using quoted prices in active markets.

Fixed income securities consist primarily of investments in municipal bonds as well as U.S. Treasury securities. We use quoted prices in active markets for our U.S. Treasury securities, therefore these securities are classified as Level 1. For all other 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 within the fair value hierarchy during the six months ended June 30, 2016.

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 June 30, 2016      At December 31, 2015  
  

 

 

 
(dollars in millions)    Carrying
Amount
     Fair Value      Carrying
Amount
     Fair Value  

Short- and long-term debt, excluding capital leases

   $   98,753       $   114,549       $   108,772       $   118,216   

Derivative Instruments

We enter into derivative transactions to manage our exposure to fluctuations in foreign currency exchange rates, interest rates, and equity and commodity prices. We employ risk management strategies, which may include the use of a variety of derivatives including cross currency swaps, foreign currency and prepaid forwards and collars, interest rate swap agreements, commodity swap and forward agreements and interest rate locks. We do not hold derivatives for trading purposes. We posted collateral of approximately $0.2 billion and $0.1 billion related to derivative contracts under collateral exchange arrangements at June 30, 2016 and December 31, 2015, respectively, which was recorded as Prepaid expenses and other on our condensed consolidated balance sheets. During 2015, we paid an immaterial amount of cash to enter into amendments to certain collateral exchange arrangements. These amendments suspend cash collateral posting for a specified period of time by both counterparties.

We measure all derivatives at fair value and recognize them as either assets or liabilities on our condensed consolidated balance sheets. Changes in the fair values of derivative instruments not qualifying as hedges or any ineffective portion of hedges are recognized in earnings in the current period. Changes in the fair values of derivative instruments used effectively as fair value hedges are recognized in earnings, along with changes in the fair value of the hedged item. Changes in the fair value of the effective portions of cash flow hedges are reported in Other comprehensive income (loss) and recognized in earnings when the hedged item is recognized in earnings. Changes in the fair value of the effective portion of net investment hedges of certain of our foreign operations are reported in Other comprehensive income (loss) as part of the cumulative translation adjustment and partially offset the impact of foreign currency changes on the value of our net investment.

Interest Rate Swaps

We enter into domestic 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 the London Interbank Offered Rate, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against changes in the fair value of our debt portfolio. The ineffective portion of these interest rate swaps was not material for the three and six months ended June 30, 2016 and 2015, respectively.

Forward Interest Rate Swaps

In order to manage our exposure to future interest rate changes, we have entered into forward interest rate swaps. We designated these contracts as cash flow hedges. During the first quarter of 2016, we entered into forward interest rate swaps with a total notional value of $1.3 billion. During the three and six months ended June 30, 2016, pre-tax losses of $0.1 billion and $0.2 billion, respectively, were recognized in Other comprehensive income (loss). During the three and six months ended June 30, 2015, pre-tax gains of $0.1 billion and an immaterial amount, respectively, were recognized in Other comprehensive income (loss).

 

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Cross Currency Swaps

We enter into cross currency swaps to exchange British Pound Sterling and Euro-denominated debt into U.S. dollars and to fix our future interest and principal payments in U.S. dollars, as well as to mitigate the effect of foreign currency transaction gains or losses. These swaps are designated as cash flow hedges. During the three and six months ended June 30, 2016, we settled $0.1 billion of these cross currency swaps upon redemption of the related debt. A portion of the gains and losses recognized in Other comprehensive income (loss) was reclassified to Other income and (expense), net to offset the related pre-tax foreign currency transaction gain or loss on the underlying debt obligations. During the three and six months ended June 30, 2016, pre-tax losses of $0.4 billion and $0.2 billion, respectively, were recognized in Other comprehensive income (loss). During the three and six months ended June 30, 2015, a pre-tax gain of $0.2 billion and a pre-tax loss of $0.7 billion, respectively, were recognized in Other comprehensive income (loss).

Net Investment Hedges

We enter into foreign currency forward contracts that are designated 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 following table sets forth the notional amounts of our outstanding derivative instruments:

 

     At June 30, 2016      At December 31, 2015  
  

 

 

 
(dollars in millions)    Notional Amount      Notional Amount  

Interest rate swaps

   $   7,620       $   7,620   

Forward interest rate swaps

     2,000         750   

Cross currency swaps

     9,606         9,675   

Net investment hedge

     864         864   

 

7.

Stock-Based Compensation

 

Verizon Communications Long-Term Incentive Plan

The Verizon Communications Inc. Long-Term Incentive Plan (the Plan) permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and other awards. The maximum number of shares available for awards from the Plan is 119.6 million shares.

Restricted Stock Units

The Plan provides for grants of Restricted Stock Units (RSUs) that generally vest at the end of the third year after the grant. The RSUs are classified as equity awards because the RSUs will be paid in Verizon common stock upon vesting. The RSU equity awards are measured using the grant date fair value of Verizon common stock and are not remeasured at the end of each reporting period. Dividend equivalent units are also paid to participants at the time the RSU award is paid, and in the same proportion as the RSU award.

Performance Stock Units

The Plan also provides for grants of Performance Stock Units (PSUs) that generally vest at the end of the third year after the grant. As defined by the Plan, the Human Resources Committee of the Board of Directors determines the number of PSUs a participant earns based on the extent to which the corresponding performance goals have been achieved over the three-year performance cycle. The PSUs are classified as liability awards because the PSU awards are paid in cash upon vesting. The PSU award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the price of Verizon common stock as well as performance relative to the targets. Dividend equivalent units are also paid to participants at the time that the PSU award is determined and paid, and in the same proportion as the PSU award. The granted and cancelled activity for the PSU award includes adjustments for the performance goals achieved.

 

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The following table summarizes the Restricted Stock Unit and Performance Stock Unit activity:

 

(shares in thousands)    Restricted
Stock Units
    Performance
Stock Units
 

Outstanding, January 1, 2016

     13,903        17,203   

Granted

     3,797        5,659   

Payments

     (4,560     (4,213

Cancelled/Forfeited

     (67     (95

Adjustments

            170   
  

 

 

 

Outstanding, June 30, 2016

     13,073        18,724   
  

 

 

 

As of June 30, 2016, unrecognized compensation expense related to the unvested portion of Verizon’s RSUs and PSUs was approximately $0.5 billion and is expected to be recognized over approximately two years.

The RSUs granted in 2016 have a weighted-average grant date fair value of $51.82 per unit.

 

8.

Employee Benefits

 

We maintain non-contributory defined benefit pension plans for many of our employees. In addition, we maintain postretirement health care and life insurance plans for our retirees and their dependents, which are both contributory and non-contributory, and include a limit on our share of the cost for certain recent and future retirees. In accordance with our accounting policy for pension and other postretirement benefits, operating expenses include pension and benefit related credits and/or charges based on actuarial assumptions, including projected discount rates and an estimated return on plan assets. These estimates are updated in the fourth quarter or upon a remeasurement event to reflect actual return on plan assets and updated actuarial assumptions. The adjustment will be recognized in our consolidated statement of income during the fourth quarter or upon a remeasurement event pursuant to our accounting policy for the recognition of actuarial gains and losses.

Net Periodic Cost

The following table summarizes the benefit (income) cost related to our pension and postretirement health care and life insurance plans:

 

(dollars in millions)    Pension     Health Care and Life  
Three Months Ended June 30,          2016           2015           2016           2015  

Service cost

   $ 76      $ 93      $ 52      $ 81   

Amortization of prior service cost (credit)

     3        (3     (113     (71

Expected return on plan assets

     (257       (318     (13     (26

Interest cost

     170          242        197        279   

Remeasurement loss, net

     1,257               2,293          
  

 

 

 

Total

   $   1,249      $ 14      $   2,416      $   263   
  

 

 

 

 

(dollars in millions)    Pension     Health Care and Life  
Six Months Ended June 30,          2016           2015           2016           2015  

Service cost

   $ 156      $ 187      $ 113      $ 162   

Amortization of prior service cost (credit)

     2        (2     (186       (143

Expected return on plan assets

     (528       (635     (28     (51

Interest cost

     356          485        421          558   

Remeasurement loss, net

     1,422               2,293          
  

 

 

 

Total

   $   1,408      $ 35      $   2,613      $ 526   
  

 

 

 

 

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Changes in Accounting for Benefit Plans

Effective January 1, 2016, we changed the method we use to estimate the interest component of net periodic benefit cost for pension and other postretirement benefits. Historically, we estimated the interest cost component utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We have elected to utilize a full yield curve approach in the estimation of interest cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. We have made this change to provide a more precise measurement of interest cost by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. We have accounted for this change as a change in accounting estimate and accordingly will account for it prospectively.

For the three and six months ended June 30, 2016, the impact of this change was a reduction of the interest cost component of net periodic benefit cost and an increase to operating income of approximately $0.1 billion and $0.2 billion, respectively. The use of the full yield curve approach does not impact how we measure our total benefit obligations at December 31 or our annual net periodic benefit cost as any change in the interest cost component is completely offset by the actuarial gain or loss measured at year end which is immediately recognized in our consolidated statement of income. Accordingly, this change in estimate will not impact our income from continuing operations, net income or earnings per share as measured on an annual basis.

2016 Collective Bargaining Negotiations

In the collective bargaining agreements ratified in June 2016, Verizon’s annual postretirement benefit obligation for retiree healthcare remains capped at the levels established by the previous contracts ratified in 2012. Effective January 2016, prior to reaching these new collective bargaining agreements, certain retirees began to pay for the costs of retiree healthcare in accordance with the provisions relating to caps in the previous contracts. In reaching new collective bargaining agreements in 2016, there is a mutual understanding that the substantive postretirement benefit plans provide that Verizon’s annual postretirement benefit obligation for retiree healthcare is capped and, accordingly, we began accounting for the contractual healthcare caps in June 2016. We also adopted changes to our defined benefit pension plans and other postretirement benefit plans to reflect the agreed upon terms and conditions of the collective bargaining agreements. The impact is a reduction in our postretirement benefit plan obligations of approximately $5.1 billion and an increase in our defined benefit pension plan obligations of approximately $0.4 billion, which have been recorded as a net increase to Accumulated other comprehensive income of $2.9 billion (net of taxes of $1.8 billion). The amount recorded in Accumulated other comprehensive income will be reclassified to net periodic benefit cost on a straight-line basis over the average remaining service period of the respective plans’ participants which, on a weighted-average basis, is 12.2 years for defined benefit pension plans and 7.8 years for other postretirement benefit plans. The above-noted reclassification will result in a decrease to net periodic benefit cost and increase to pre-tax income of approximately $0.4 billion for the seven months ended December 31, 2016.

Pension and Benefit Charges (Credits)

During the three and six months ended June 30, 2016, we recorded a net pre-tax curtailment gain of $0.5 billion due to the elimination of the accrual of benefits for some or all future services of a significant number of employees covered by three of our defined benefit pension plans and one of our other postretirement benefit plans (see Note 2 for additional details).

During the three months ended June 30, 2016, we recorded net pre-tax pension and benefit remeasurement charges of approximately $3.6 billion in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur. These charges were comprised of a net pre-tax pension and benefit remeasurement charge of $0.8 billion measured as of April 1, 2016 related to curtailments in three of our defined benefit pension plans and one of our other postretirement benefit plans, a net pre-tax pension and benefit remeasurement charge of $2.7 billion measured as of May 31, 2016 in two defined benefit pension plans and three other postretirement benefit plans as a result of our accounting for the contractual healthcare caps and bargained for changes, and a net pre-tax pension and benefit remeasurement charge of $0.1 billion measured as of May 31, 2016 related to settlements for employees who received lump-sum distributions in three of Verizon’s defined benefit pension plans. The pension and benefit remeasurement charges were primarily driven by a decrease in our discount rate assumption used to determine the current year liabilities of our pension and other postretirement benefit plans ($2.7 billion) and updated healthcare cost trend rate assumptions ($0.9 billion). Our weighted-average discount rate assumption decreased from 4.60% at December 31, 2015 to 3.99% at May 31, 2016.

During the six months ended June 30, 2016, we also recorded a net pre-tax pension and benefit remeasurement charge of $0.2 billion related to settlements for employees who received lump-sum distributions in one of Verizon’s defined benefit pension plans.

 

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Severance Payments

During the three and six months ended June 30, 2016, we paid severance benefits of $0.1 billion and $0.4 billion, respectively. At June 30, 2016, we had a remaining severance liability of $0.4 billion, a portion of which includes future contractual payments to employees separated as of June 30, 2016.

Employer Contributions

During the three and six months ended June 30, 2016, we contributed $0.3 billion and $0.6 billion, respectively, to our other postretirement benefit plans and $0.2 billion and $0.3 billion, respectively, to our qualified pension plans. The contributions to our nonqualified pension plans were not material during the three and six months ended June 30, 2016. There have been no material changes with respect to the qualified and nonqualified pension contributions in 2016 as previously disclosed in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015.

 

9.

Equity and Accumulated Other Comprehensive Income

 

Equity

Changes in the components of Total equity were as follows:

 

(dollars in millions)    Attributable
to Verizon
    Noncontrolling
Interests
    Total
Equity
 

Balance at January 1, 2016

   $   16,428      $ 1,414      $ 17,842   

Net income

     5,012        249        5,261   

Other comprehensive income

     2,297               2,297   
  

 

 

 

Comprehensive income

     7,309        249        7,558   
  

 

 

 

Contributed capital

     (4            (4

Dividends declared

     (4,606            (4,606

Common stock in treasury

     137               137   

Distributions and other

     (20     (163     (183
  

 

 

 

Balance at June 30, 2016

   $ 19,244      $   1,500      $   20,744   
  

 

 

 

Common Stock

Verizon did not repurchase any shares of Verizon common stock through its previously authorized share buyback program during the six months ended June 30, 2016. At June 30, 2016, the maximum number of shares that could be purchased by or on behalf of Verizon under our share buyback program was 97.2 million.

Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareowner plans, including 3.1 million common shares issued from Treasury stock during the six months ended June 30, 2016.

 

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Accumulated Other Comprehensive Income

The changes in the balances of Accumulated other comprehensive income by component are as follows:

 

(dollars in millions)    Foreign currency
translation
adjustments
   

Unrealized

loss on cash

flow hedges

   

Unrealized

loss on
marketable
securities

   

Defined benefit

pension and
postretirement
plans

    Total  

Balance at January 1, 2016

   $ (554   $ (278   $   101      $   1,281      $ 550   

Other comprehensive income (loss)

     55        (253            2,902        2,704   

Amounts reclassified to net income

                 48        (16     (439     (407
  

 

 

 

Net other comprehensive income (loss)

          55        (205     (16     2,463        2,297   
  

 

 

 

Balance at June 30, 2016

   $ (499   $ (483   $ 85      $ 3,744      $   2,847   
  

 

 

 

The amounts presented above in net other comprehensive income (loss) are net of taxes which are not significant except as noted below. For the six months ended June 30, 2016, the amounts reclassified to net income related to defined benefit pension and postretirement plans in the table above are included in Cost of services and Selling, general and administrative expense on our condensed consolidated statement of income. For the six months ended June 30, 2016, all other amounts reclassified to net income in the table above are included in Other income and (expense), net on our condensed consolidated statement of income.

Defined Benefit Pension and Postretirement Plans

The change in defined benefit and postretirement plans for the six months ended June 30, 2016 of $4.7 billion ($2.9 billion net of taxes) was due to the change in prior service credit as a result of our accounting for contractual healthcare caps and bargained for changes (see Note 8 for additional detail).

Reclassification adjustments on defined benefit pension and postretirement plans for the six months ended June 30, 2016 reflect the reclassification to Selling, general and administrative expense of a pre-tax pension and postretirement benefit curtailment gain of $0.5 billion ($0.3 billion net of taxes) due to the transfer of employees to Frontier, which caused the elimination of a significant amount of future service in three of our defined benefit pension plans and one of our other postretirement benefit plans requiring us to recognize a portion of the prior service credits (see Note 2 for additional detail).

 

10.

Segment Information

 

Reportable Segments

We have two reportable segments, Wireless and Wireline, which we operate and manage as strategic business units and organize by products and services. We measure and evaluate our reportable segments based on segment operating income, consistent with the chief operating decision maker’s assessment of segment performance.

Corporate and other includes the operations of AOL and related businesses, unallocated corporate expenses, the results of other insignificant businesses, such as our investments in unconsolidated businesses accounted for on an equity method basis, pension and other employee benefit related costs and lease financing. Corporate and other also includes the historical results of divested operations and other adjustments and gains and losses that are not allocated in assessing segment performance due to their non-operational nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses that are not individually significant are included in all segment results as these items are included in the chief operating decision maker’s assessment of segment performance.

The reconciliation of segment operating revenues and expenses to consolidated operating revenues and expenses below also includes those items of a non-operational nature. We exclude from segment results the effects of certain items that management does not consider in assessing segment performance, primarily because of their non-operational nature.

On April 1, 2016, we completed the sale of our local exchange business and related landline activities in California, Florida and Texas to Frontier (see Note 2). Accordingly, the corresponding Wireline results for these operations have been reclassified to Corporate and other for all comparative periods presented consistent with the information regularly reviewed by our chief operating decision maker.

 

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In addition, Corporate and other includes the results of our vehicle OEM and Networkfleet businesses for all periods presented, which were reclassified from our Wireline segment effective April 1, 2016. The impact of this reclassification was not material to our condensed consolidated financial statements or our segment results of operations.

We have adjusted prior period consolidated and segment information, where applicable, to conform to current period presentation.

Our reportable segments and their principal activities consist of the following:

 

Segment      Description
Wireless     

Wireless’ communications products and services include wireless voice and data services and equipment sales, which are provided to consumer, business and government customers across the United States.

Wireline     

Wireline’s voice, data and video communications products and enhanced services include broadband video and data, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services. We provide these products and services to consumers in the United States, as well as to carriers, businesses and government customers both in the United States and around the world.

 

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The following table provides operating financial information for our two reportable segments:

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions)    2016     2015     2016     2015  

External Operating Revenues

        

Wireless

        

Service revenue

   $ 16,692      $ 17,670      $ 33,461      $ 35,566   

Equipment

     3,704        3,861        7,658        7,234   

Other

     1,216        1,055        2,412        2,088   
  

 

 

 

Total Wireless

     21,612        22,586        43,531        44,888   

Wireline

        

Consumer retail

     3,165        3,174        6,345        6,302   

Small business

     408        441        830        886   
  

 

 

 

Mass Markets

     3,573        3,615        7,175        7,188   

Global Enterprise

     2,906        3,006        5,862        6,053   

Global Wholesale

     1,018        1,064        2,062        2,163   

Other

     87        81        170        169   
  

 

 

 

Total Wireline

     7,584        7,766        15,269        15,573   
  

 

 

 

Total reportable segments

   $   29,196      $   30,352      $   58,800      $   60,461   
  

 

 

 

Intersegment Revenues

        

Wireless

   $ 92      $ 27      $ 177      $ 53   

Wireline

     239        247        477        490   
  

 

 

 

Total reportable segments

   $ 331      $ 274      $   654      $   543   
  

 

 

 

Total Operating Revenues

        

Wireless

   $ 21,704      $ 22,613      $   43,708      $   44,941   

Wireline

     7,823        8,013        15,746        16,063   
  

 

 

 

Total reportable segments

   $ 29,527      $ 30,626      $   59,454      $   61,004   
  

 

 

 

Operating Income (Loss)

        

Wireless

   $ 8,017      $ 7,696      $ 15,897      $ 15,506   

Wireline

     (463     (199     (530     (419
  

 

 

 

Total reportable segments

   $ 7,554      $ 7,497      $   15,367      $   15,087   
  

 

 

 

 

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(dollars in millions)    At June 30,
2016
    At December 31,
2015
 

Assets

    

Wireless

   $ 195,871      $ 185,405   

Wireline

     61,555        78,305   
  

 

 

 

Total reportable segments

     257,426        263,710   

Corporate and other

     203,512        205,476   

Eliminations

     (229,068     (225,011
  

 

 

 

Total consolidated – reported

   $    231,870      $    244,175   
  

 

 

 

A reconciliation of the reportable segment operating revenues to consolidated operating revenues is as follows:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(dollars in millions)    2016     2015     2016     2015  

Total reportable segment operating revenues

   $   29,527      $   30,626      $   59,454      $   61,004   

Corporate and other

     1,366        553        2,675        1,089   

Eliminations

     (361     (282     (706     (554

Impact of divested operations

            1,327        1,280        2,669   
  

 

 

 

Total consolidated operating revenues

   $ 30,532      $ 32,224      $ 62,703      $ 64,208   
  

 

 

 

Fios revenues are included within our Wireline segment and amounted to approximately $2.8 billion and $5.5 billion, respectively, for the three and six months ended June 30, 2016. Fios revenues amounted to approximately $2.7 billion and $5.3 billion, respectively, for the three and six months ended June 30, 2015.

A reconciliation of the total of the reportable segments’ operating income to consolidated income before provision for income taxes is as follows:

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions)    2016     2015     2016     2015  

Total reportable segment operating income

   $    7,554      $    7,497      $   15,367      $   15,087   

Corporate and other

     (457     (417     (966     (698

Pension and benefit charges (Note 8)

     (3,550            (3,715       

Gain on access line sale (Note 2)

     1,007               1,007          

Gain on spectrum license transaction (Note 2)

                   142          

Impact of divested operations

            741        661        1,392   
  

 

 

 

Total consolidated operating income

     4,554        7,821        12,496        15,781   

Equity in losses of unconsolidated businesses

     (20     (18     (40     (52

Other income and (expense), net

     (1,826     32        (1,794     107   

Interest expense

     (1,013     (1,208     (2,201     (2,540
  

 

 

 

Income Before Provision For Income Taxes

   $ 1,695      $ 6,627      $ 8,461      $ 13,296   
  

 

 

 

No single customer accounted for more than 10% of our total operating revenues during the three and six months ended June 30, 2016 and 2015.

 

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11.

Commitments and Contingencies

 

In the ordinary course of business, Verizon is involved in various commercial litigation and regulatory proceedings at the state and federal level. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, the Company establishes an accrual. In none of the currently pending matters is the amount of accrual material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including (1) uncertain damage theories and demands; (2) a less than complete factual record; (3) uncertainty concerning legal theories and their resolution by courts or regulators; and (4) the unpredictable nature of the opposing party and its demands. We continuously monitor these proceedings as they develop and adjust any accrual or disclosure as needed. We do not expect that the ultimate resolution of any pending regulatory or legal matter in future periods, including the Hicksville matter described below, will have a material effect on our financial condition, but it could have a material effect on our results of operations for a given reporting period.

Reserves have been established to cover environmental matters relating to discontinued businesses and past telecommunications activities. These reserves include funds to address contamination at the site of a former Sylvania facility in Hicksville, NY, which had processed nuclear fuel rods in the 1950s and 1960s. In September 2005, the Army Corps of Engineers (ACE) accepted the site into its Formerly Utilized Sites Remedial Action Program. As a result, the ACE has taken primary responsibility for addressing the contamination at the site. An adjustment to the reserves may be made after a cost allocation is conducted with respect to the past and future expenses of all of the parties. Adjustments to the environmental reserve may also be made based upon the actual conditions found at other sites requiring remediation.

Verizon is currently involved in approximately 50 federal district court actions alleging that Verizon is infringing various patents. Most of these cases are brought by non-practicing entities and effectively seek only monetary damages; a small number are brought by companies that have sold products and seek injunctive relief as well. These cases have progressed to various stages and a small number may go to trial in the coming 12 months if they are not otherwise resolved.

In connection with the execution of agreements for the sales of businesses and investments, Verizon ordinarily provides representations and warranties to the purchasers pertaining to a variety of nonfinancial matters, such as ownership of the securities being sold, as well as indemnity from certain financial losses. From time to time, counterparties may make claims under these provisions, and Verizon will seek to defend against those claims and resolve them in the ordinary course of business.

Subsequent to the sale of Verizon Information Services Canada in 2004, we continue to provide a guarantee to publish directories, which was issued when the directory business was purchased in 2001 and had a 30-year term (before extensions). The preexisting guarantee continues, without modification, despite the subsequent sale of Verizon Information Services Canada and the spin-off of our domestic print and Internet yellow pages directories business. The possible financial impact of the guarantee, which is not expected to be adverse, cannot be reasonably estimated as a variety of the potential outcomes available under the guarantee result in costs and revenues or benefits that may offset each other. We do not believe performance under the guarantee is likely.

 

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

 

Overview

Verizon Communications Inc. (Verizon or the Company) is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, information and entertainment products and services to consumers, businesses and governmental agencies. With a presence around the world, we offer voice, data and video services and solutions on our wireless and wireline networks that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control. We have two reportable segments, Wireless and Wireline. Our wireless business, operating as Verizon Wireless, provides voice and data services and equipment sales across the United States (U.S.) using one of the most extensive and reliable wireless networks. Our wireline business provides consumer, business and government customers with communications products and enhanced services, including broadband data and video, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services, and also owns and operates one of the most expansive end-to-end global Internet Protocol (IP) networks. We have a highly skilled, diverse and dedicated workforce of approximately 162,700 employees as of June 30, 2016.

To compete effectively in today’s dynamic marketplace, we are focused on transforming around the capabilities of our high-performing networks with a goal of future growth based on delivering what customers want and need in the new digital world. Our three tier strategy is to lead at the network connectivity level in the markets we serve, develop new business models through global platforms in video and Internet of Things (IoT) and create certain opportunities in applications and content for incremental monetization. Our strategy requires significant capital investments primarily to acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our networks, invest in the fiber optic network that supports our businesses, maintain our networks and develop and maintain significant advanced information technology systems and data system capabilities. We believe that steady and consistent investments in our networks and platforms will drive innovative products and services and fuel our growth. Our network leadership will continue to be the hallmark of our brand, and provide the fundamental strength at the connectivity, platform and solutions layers upon which we build our competitive advantage.

Business Overview

Wireless

In our Wireless business, revenues decreased 4.0% during the three months ended June 30, 2016, compared to the similar period in 2015 as a result of a 5.4% decline in service revenue and a 4.1% decrease in equipment revenue. We continue to manage through revenue transformation while growing high-quality retail postpaid connections. At June 30, 2016, retail postpaid connections were 3.9% higher than at June 30, 2015. Under the Verizon device payment program, our eligible wireless customers purchase phones or tablets at unsubsidized prices under a device payment plan agreement. Customers that activate service on devices purchased under the device payment program or on a compatible device that they already own pay lower service fees (unsubsidized service pricing) as compared to those under our fixed-term service plans. The decline in service revenue was driven by customer migration to plans with unsubsidized service pricing. At June 30, 2016, approximately 53% of our retail postpaid phone connections were on unsubsidized service pricing compared to approximately 26% at June 30, 2015. The migration to unsubsidized service pricing was driven primarily by an increase in activations of devices purchased under the Verizon device payment program on plans with unsubsidized service pricing. The decrease in equipment revenue was driven by a decline in overall sales volume, partially offset by an increase in device sales under the Verizon device payment program and the resulting recognition of a higher amount of equipment revenue at the time of sale of devices under the device payment program. During the three months ended June 30, 2016 and 2015, the percentage of phone activations under the Verizon device payment program was approximately 67% and 49%, respectively. At June 30, 2016, approximately 37% of our retail postpaid phone connections participated in the Verizon device payment program compared to approximately 16% at June 30, 2015.

We are focusing our wireless capital spending on adding capacity and density to our fourth generation (4G) Long Term Evolution (LTE) network. Approximately 93% of our total data traffic in June 2016 was carried on our 4G LTE network. We are investing in the densification of our network by utilizing small cell technology, in-building solutions and distributed antenna solutions. Densification enables us to add capacity to manage mobile video consumption and demand for IoT, as well as position us for future fifth-generation (5G) technology. We are committed to developing and deploying 5G wireless technology and we are working with key partners to ensure the aggressive pace of innovation, standards development and appropriate requirements for this next generation of wireless technology.

Wireline

In our Wireline business, revenues declined 2.4% during the three months ended June 30, 2016, compared to the similar period in 2015, primarily due to revenue declines in Global Enterprise and Global Wholesale resulting from lower voice services and data networking revenues. During the second quarter of 2016, revenues were also impacted by an increase in our Fios order backlog

 

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as a result of the union work stoppage that commenced on April 13, 2016 and ended on June 1, 2016. We experienced lower Fios connection growth than in prior quarters due to installation delays. To compensate for the shrinking market for traditional voice service, we continue to build our Wireline segment around data, video and advanced business services – areas where demand for reliable high-speed connections is growing. We continue to experience revenue increases in Consumer retail driven by Fios. During the three months ended June 30, 2016, Fios represented approximately 82% of Consumer retail revenue compared to approximately 79% during the similar period in 2015. As the penetration of Fios products increases, we continue to seek ways to increase revenue and further realize operating and capital efficiencies as well as maximize profitability. As more applications are developed for this high-speed service, we expect that Fios will become a hub for managing multiple home services that will eventually be part of the digital grid, including not just entertainment and communications, but also IoT technology in areas such as home monitoring, health monitoring, and energy management.

We continue to enhance offerings on our Fios platform. During the first quarter of 2016, we introduced the next generation of our Fios Custom TV package to appeal to an even wider range of value-conscious customers, by expanding the content and value provided by the original Custom TV offer. Customers now have a choice between selecting an Essentials plan and a Sports and More plan, with the option to select up to three additional genre packs.

On February 5, 2015, we entered into a definitive agreement with Frontier Communications Corporation (Frontier) pursuant to which Verizon agreed to sell its local exchange business and related landline activities in California, Florida and Texas, including Fios Internet and video customers, switched and special access lines and high-speed Internet service and long distance voice accounts in these three states for approximately $10.5 billion (approximately $7.3 billion net of income taxes), subject to certain adjustments and including the assumption of $0.6 billion of indebtedness from Verizon by Frontier. The transaction, which includes the acquisition by Frontier of the equity interests of Verizon’s incumbent local exchange carriers (ILECs) in California, Florida and Texas, did not involve any assets or liabilities of Verizon Wireless. The transaction closed on April 1, 2016.

The transaction resulted in Frontier acquiring approximately 3.3 million voice connections, 1.6 million Fios Internet subscribers, 1.2 million Fios video subscribers and the related ILEC businesses from Verizon. Approximately 9,300 Verizon employees who served customers in California, Florida and Texas continued employment with Frontier. The operating results of these businesses, collectively, are excluded from our Wireline segment for all periods presented to reflect comparable segment operating results consistent with the information regularly reviewed by our chief operating decision maker.

Capital Expenditures and Investments

We continue to invest in our wireless network, high-speed fiber and other advanced technologies to position ourselves at the center of growth trends for the future. During the six months ended June 30, 2016, these investments included $7.3 billion for capital expenditures. We believe that our investments aimed at expanding our portfolio of products and services will provide our customers with an even more efficient, reliable infrastructure for competing in the information economy.

Trends

Except to the extent described above, there have been no significant changes to the information related to trends affecting our business that was disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015.

 

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Consolidated Results of Operations

In this section, we discuss our overall results of operations and highlight items of a non-operational nature that are not included in our segment results. We have two reportable segments, Wireless and Wireline, which we operate and manage as strategic business units and organize by products and services. In “Segment Results of Operations,” we review the performance of our two reportable segments.

Corporate and other includes the operations of AOL Inc. (AOL) and related businesses, unallocated corporate expenses, the results of other insignificant businesses, such as our investments in unconsolidated businesses accounted for on an equity method basis, pension and other employee benefit related costs and lease financing. Corporate and other also includes the historical results of divested operations and other adjustments and gains and losses that are not allocated in assessing segment performance due to their non-operational nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses that are not individually significant are included in all segment results as these items are included in the chief operating decision maker’s assessment of segment performance. We believe that this presentation assists users of our financial statements in better understanding our results of operations and trends from period to period.

On April 1, 2016, we completed the sale of our local exchange business and related landline activities in California, Florida and Texas to Frontier. Accordingly, the results of operations related to this divestiture are included within Corporate and other for all periods presented to reflect comparable segment operating results consistent with the information regularly reviewed by our chief operating decision maker, as follows:

 

    

Three Months Ended

June 30,

    

Six Months Ended

June 30,

 
(dollars in millions)    2016      2015      2016      2015  

Impact of Divested Operations

           

Operating revenues

   $   -       $   1,327       $   1,280       $   2,669   

Cost of services

     -         451         482         908   

Selling, general and administrative expense

     -         135         137         281   

Depreciation and amortization expense

     -         -         -         88   

In addition, Corporate and other includes the results of our vehicle original equipment manufacturer (OEM) and Networkfleet businesses for all periods presented, which were reclassified from our Wireline segment effective April 1, 2016. The impact of this reclassification was not material to our condensed consolidated financial statements or our segment results of operations.

 

Consolidated Revenues

 

     Three Months Ended
June 30,
    Increase/     Six Months Ended
June 30,
    Increase/  
(dollars in millions)    2016     2015     (Decrease)     2016     2015     (Decrease)  

Wireless

                

Service

   $   16,741      $   17,689      $ (948     (5.4 )%    $   33,550      $   35,603      $ (2,053     (5.8 )% 

Equipment

     3,704        3,861        (157     (4.1     7,658        7,234        424        5.9   

Other

     1,259        1,063              196        18.4        2,500        2,104              396        18.8   
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     21,704        22,613        (909     (4.0     43,708        44,941        (1,233     (2.7

Wireline

                

Mass Markets

     3,573        3,615        (42     (1.2     7,175        7,188        (13     (0.2

Global Enterprise

     2,907        3,007        (100     (3.3     5,863        6,054        (191     (3.2

Global Wholesale

     1,256        1,310        (54     (4.1     2,539        2,649        (110     (4.2

Other

     87        81        6        7.4        169        172        (3     (1.7
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     7,823        8,013        (190     (2.4     15,746        16,063        (317     (2.0

Corporate and other

     1,366        1,880        (514     (27.3     3,955        3,758        197        5.2   

Eliminations

     (361     (282     (79     28.0        (706     (554     (152     27.4   
  

 

 

   

 

 

     

 

 

   

 

 

   

Consolidated Revenues

   $ 30,532      $ 32,224      $ (1,692     (5.3   $ 62,703      $ 64,208      $ (1,505     (2.3
  

 

 

   

 

 

     

 

 

   

 

 

   

 

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The decrease in consolidated revenues during the three months ended June 30, 2016, compared to the similar period in 2015, was primarily due to declines in service and equipment revenues at our Wireless segment, declines in revenues within Corporate and other as well as declines in Global Enterprise and Global Wholesale revenues at our Wireline segment. The decrease in consolidated revenues during the six months ended June 30, 2016, compared to the similar period in 2015, was primarily due to a decline in service revenue at our Wireless segment as well as declines in Global Enterprise and Global Wholesale revenues at our Wireline segment, partially offset by higher equipment and other revenues at our Wireless segment as well as higher revenues within Corporate and other.

Wireless’ revenues decreased $0.9 billion, or 4.0% and $1.2 billion, or 2.7%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily as a result of declines in service and equipment revenues for the three months ended June 30, 2016 and a decline in service revenue partially offset by increases in equipment and other revenues for the six months ended June 30, 2016. Service revenue, which does not include recurring device payment plan billings related to the Verizon device payment program, decreased by $0.9 billion, or 5.4%, and $2.1 billion, or 5.8%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily driven by lower retail postpaid service revenue. Retail postpaid service revenue was negatively impacted as a result of customer migration to plans with unsubsidized service pricing. At June 30, 2016, approximately 53% of our retail postpaid phone connections were on unsubsidized servicing pricing compared to approximately 26% at June 30, 2015. Equipment revenue decreased by $0.2 billion, or 4.1%, during the three months ended June 30, 2016, compared to the similar period in 2015, as a result of a decline in overall sales volume, partially offset by an increase in device sales under the Verizon device payment program. Equipment revenue increased $0.4 billion, or 5.9%, during the six months ended June 30, 2016, compared to the similar period in 2015, as a result of an increase in device sales, primarily smartphones, under the Verizon device payment program, partially offset by a decline in device sales under the traditional fixed-term service plans as well as a decline in overall sales volume. During the three and six months ended June 30, 2016, the percentage of phone activations under the Verizon device payment program was approximately 67% and 68%, respectively, compared to 49% and 44% during the three and six months ended June 30, 2015, respectively. Other revenue increased $0.4 billion, or 18.8%, respectively, during the six months ended June 30, 2016, compared to the similar period in 2015, primarily due to cost recovery surcharges, financing revenues from our device payment program and a volume-driven increase in revenues related to our device protection package.

Corporate and other revenues decreased $0.5 billion, or 27.3%, during the three months ended June 30, 2016, compared to the similar period in 2015, primarily as a result of the sale of our local exchange business and related landline activities in California, Florida and Texas on April 1, 2016, partially offset by an increase in revenues as a result of the acquisition of AOL on June 23, 2015. Corporate and other revenues increased $0.2 billion, or 5.2%, during the six months ended June 30, 2016, compared to the similar period in 2015, primarily as a result of the acquisition of AOL, partially offset by a decline in revenues as a result of the sale of our local exchange business and related landline activities in California, Florida and Texas.

Wireline’s revenue decreased $0.2 billion, or 2.4%, and $0.3 billion, or 2.0%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily as a result of declines in Global Enterprise and Global Wholesale. Wireline’s revenues were also impacted by an increase in our Fios order backlog as a result of the union work stoppage that commenced April 13, 2016 and ended on June 1, 2016. Fios revenues were $2.8 billion and $5.5 billion during the three and six months ended June 30, 2016, respectively, compared to $2.7 billion and $5.3 billion during the three and six months ended June 30, 2015, respectively. Global Enterprise revenues decreased $0.1 billion, or 3.3%, and $0.2 billion, or 3.2%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, due to declines in traditional data and advanced networking solutions, Cloud and IT services and voice communications services. Global Wholesale revenues decreased $0.1 billion, or 4.1%, and $0.1 billion, or 4.2%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to declines in data revenues and traditional voice revenues driven by the effect of technology substitution as well as continuing contraction of market rates due to competition.

 

Consolidated Operating Expenses

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2016      2015      (Decrease)     2016      2015      (Decrease)  

Cost of services

   $ 7,577       $ 6,994       $ 583        8.3   $ 15,191       $ 13,982       $ 1,209        8.6

Wireless cost of equipment

     4,644         5,455         (811     (14.9     9,642         10,563         (921     (8.7

Selling, general and administrative expense

     9,775         7,974         1,801        22.6        17,375         15,913         1,462        9.2   

Depreciation and amortization expense

     3,982         3,980         2        0.1        7,999         7,969         30        0.4   
  

 

 

    

 

 

     

 

 

    

 

 

   

Consolidated Operating Expenses

   $   25,978       $   24,403       $   1,575        6.5      $   50,207       $   48,427       $   1,780        3.7   
  

 

 

    

 

 

     

 

 

    

 

 

   

 

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Cost of Services

Cost of services increased during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to an increase in costs as a result of the acquisition of AOL on June 23, 2015, the launch of go90 in the third quarter of 2015, and $0.4 billion of incremental costs incurred as a result of the union work stoppage that commenced on April 13, 2016 and ended on June 1, 2016. Partially offsetting these increases was a decline in cost of service as a result of the sale of our local exchange business and related landline activities in California, Florida and Texas on April 1, 2016.

Wireless Cost of Equipment

Wireless cost of equipment decreased $0.8 billion, or 14.9%, and $0.9 billion, or 8.7%, respectively, at our Wireless segment during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily as a result of a decline in the number of smartphone units sold as well as a decrease in the average cost per unit for smartphones, driven by a shift to lower priced units in the mix of devices sold.

Selling, General and Administrative Expense

Selling, general and administrative expense increased during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to pension and benefit remeasurement charges recorded in the first and second quarter of 2016 (see “Other Items”), an increase in costs as a result of the acquisition of AOL on June 23, 2015, and the launch of go90 in the third quarter of 2015, partially offset by a gain on and decline in costs as a result of the sale of our local exchange business and related landline activities in California, Florida and Texas on April 1, 2016 (see “Other Items”), declines in sales commission expense at our Wireless segment and declines in employee costs at our Wireline Segment.

Non-operational Credits (Charges)

Non-operational credits (charges) included in operating expenses were as follows:

 

    

Three Months Ended

June 30,

    

Six Months Ended

June 30,

 
(dollars in millions)    2016     2015      2016     2015  

Pension and benefit charges

   $   (3,550   $   –       $ (3,715   $   –   

Gain on access line sale

     1,007                1,007          

Gain on spectrum license transaction

                    142          

See “Other Items” for a description of non-operational items.

Consolidated Operating Income and EBITDA

Consolidated earnings before interest, taxes, depreciation and amortization expenses (Consolidated EBITDA) and Consolidated Adjusted EBITDA, which are presented below, are non-GAAP financial measures and do not purport to be alternatives to operating income as a measure of operating performance. Management believes these measures are useful to investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as they exclude depreciation and amortization expense related primarily to capital expenditures and acquisitions that occurred in prior periods, as well as in evaluating operating performance in relation to Verizon’s competitors. Consolidated EBITDA is calculated by adding back interest, taxes, depreciation and amortization expense, equity in losses of unconsolidated businesses and other income and (expense), net to net income.

Consolidated Adjusted EBITDA is calculated by excluding the effect of non-operational items and the impact of divested operations from the calculation of Consolidated EBITDA. Management believes this measure is useful to investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Management believes Consolidated Adjusted EBITDA is widely used by investors because it enables them to compare a company’s operating performance over time and relative to its competitors by minimizing impacts caused by differences in capital structure, taxes and depreciation policies. Further, the exclusion of the effect of non-operational items and the impact of divested operations enables comparability to prior period performance and trend analysis. Consolidated Adjusted EBITDA is also used by rating agencies, lenders and other parties to evaluate our creditworthiness. See “Other Items” for additional details regarding these non-operational items.

 

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Operating expenses include pension and benefit related credits and/or charges based on actuarial assumptions, including projected discount rates and an estimated return on plan assets. These estimates will be updated in the fourth quarter or upon a remeasurement event to reflect actual return on plan assets and updated actuarial assumptions. The adjustment will be 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/losses. During the three and six months ended June 30, 2016, we recorded pension and benefit remeasurement charges in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur. In the remaining quarters of 2016, we will remeasure certain of our pension and other postretirement assets and liabilities, when required, based on updated actuarial assumptions. These remeasurements could result in significant charges or credits to one or more of our pension plans and other postretirement benefit plans.

It is management’s intent to provide non-GAAP financial information to enhance the understanding of Verizon’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. Management believes that non-GAAP measures provide relevant and useful information, which is used by investors and other users of our financial information as well as by our management in assessing both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies.

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions)    2016     2015     2016     2015  

Consolidated Operating Income

   $ 4,554      $ 7,821      $ 12,496      $ 15,781   

Add Depreciation and amortization expense

     3,982        3,980        7,999        7,969   
  

 

 

 

Consolidated EBITDA

   $ 8,536      $ 11,801      $ 20,495      $ 23,750   
  

 

 

 

Add Pension and benefit charges

     3,550               3,715          

Less Gain on spectrum license transaction

                   (142       

Less Gain on access line sale

     (1,007            (1,007       

Less Impact of divested operations

            (741     (661     (1,480
  

 

 

 

Consolidated Adjusted EBITDA

   $   11,079      $   11,060      $   22,400      $   22,270   
  

 

 

 

The changes in the table above during the three and six months ended June 30, 2016, compared to the similar periods in 2015, were a result of the factors described in connection with operating revenues and operating expenses.

 

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Other Consolidated Results

Other Income and (Expense), Net

Additional information relating to Other income and (expense), net is as follows:

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2016     2015     (Decrease)     2016     2015      (Decrease)  

Interest income

   $ 11      $ 43      $ (32     (74.4 )%    $ 26      $ 86       $ (60     (69.8 )% 

Other, net

     (1,837       (11     (1,826     nm        (1,820     21         (1,841     nm   
  

 

 

   

 

 

     

 

 

    

 

 

   

Total

   $   (1,826   $ 32      $   (1,858     nm      $   (1,794   $   107       $   (1,901     nm   
  

 

 

   

 

 

     

 

 

    

 

 

   

nm – not meaningful

The change in Other income and (expense), net during the six months ended June 30, 2016, compared to the similar period in 2015 was primarily driven by net early debt redemption costs of $1.8 billion recorded during the second quarter of 2016 (see “Other Items”).

Interest Expense

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2016     2015     (Decrease)     2016     2015     (Decrease)  

Total interest costs on debt balances

   $ 1,200      $ 1,378      $ (178     (12.9 )%    $ 2,556      $ 2,761      $ (205     (7.4 )% 

Less capitalized interest costs

     187        170        17        10.0        355        221        134        60.6   
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

   $ 1,013      $ 1,208      $   (195     (16.1   $ 2,201      $ 2,540      $   (339     (13.3
  

 

 

   

 

 

     

 

 

   

 

 

   

Average debt outstanding

   $   102,343      $   112,727          $   105,466      $   113,999       

Effective interest rate

     4.7     4.9         4.8     4.8    

Total interest costs on debt balances decreased during the three and six months ended June 30, 2016, compared to the similar periods in 2015. The decrease during the three and six months ended June 30, 2016 was primarily due to lower average debt balances (see “Consolidated Financial Condition”). Capitalized interest costs were higher during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to an increase in wireless licenses that are currently under development, which was a result of our winning bid in the FCC spectrum license auction during 2015. The FCC granted us those wireless licenses on April 8, 2015.

Provision for Income Taxes

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2016     2015     (Decrease)     2016     2015     (Decrease)  

Provision for income taxes

   $ 864      $   2,274      $   (1,410     (62.0 )%    $   3,200      $   4,605      $   (1,405     (30.5 )% 

Effective income tax rate

       51.0     34.3         37.8     34.6    

The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. The increase in the effective income tax rate during the three and six months ended June 30, 2016, compared to the similar periods in 2015, was primarily due to the impact of $527 million included in the provision for income taxes from goodwill not deductible for tax purposes in connection with the sale of our local exchange business and related landline activities in California, Florida and Texas to Frontier on April 1, 2016 as well as the effective income tax rate impact of lower income before income taxes due to pension and benefit charges recorded in the current period. The decrease in the provision for income taxes during the three and six months ended June 30, 2016, compared to the similar periods in 2015, was primarily due to the impact of lower income before income taxes due to pension and benefit charges recorded in the current period.

 

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Unrecognized Tax Benefits

Unrecognized tax benefits were $1.7 billion at June 30, 2016 and $1.6 billion at December 31, 2015. Interest and penalties related to unrecognized tax benefits were $0.1 billion (after-tax) at June 30, 2016 and December 31, 2015, respectively.

Verizon and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. As a large taxpayer, we are under audit by the IRS and multiple state and foreign jurisdictions for various open tax years. It is reasonably possible that the amount of the liability for unrecognized tax benefits could change by a significant amount in the next twelve months. An estimate of the range of the possible change cannot be made until these tax matters are further developed or resolved.

 

Segment Results of Operations

We have two reportable segments, Wireless and Wireline, which we operate and manage as strategic business units and organize by products and services. We measure and evaluate our reportable segments based on segment operating income. The use of segment operating income is consistent with the chief operating decision maker’s assessment of segment performance.

Segment earnings before interest, taxes, depreciation and amortization (Segment EBITDA), which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. Management believes that this measure is useful to investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to our competitors. Segment EBITDA is calculated by adding back depreciation and amortization expense to segment operating income (loss). Segment EBITDA margin is calculated by dividing Segment EBITDA by total segment operating revenues. You can find additional information about our segments in Note 10 to the condensed consolidated financial statements.

 

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Wireless

Our Wireless segment, doing business as Verizon Wireless, provides wireless communications services across one of the most extensive wireless networks in the United States. We provide these services and equipment sales to consumer, business and government customers in the United States on a postpaid and prepaid basis. Postpaid connections represent individual lines of service for which a customer is billed in advance a monthly access charge in return for a monthly network service allowance, and usage beyond the allowance is billed monthly in arrears. Our prepaid service enables individuals to obtain wireless services without credit verification by paying for all services in advance.

Operating Revenues and Selected Operating Statistics

 

(dollars in millions, except   

Three Months Ended

June 30,

    Increase/     Six Months Ended
June 30,
    Increase/  
     ARPA and I-ARPA)    2016     2015     (Decrease)     2016     2015     (Decrease)  

Service

   $ 16,741      $ 17,689      $ (948     (5.4 )%    $ 33,550      $ 35,603      $   (2,053     (5.8 )% 

Equipment

     3,704        3,861        (157     (4.1     7,658        7,234        424        5.9   

Other

     1,259        1,063        196        18.4        2,500        2,104        396        18.8   
  

 

 

   

 

 

     

 

 

   

 

 

   

Total Operating Revenues

   $ 21,704      $ 22,613      $ (909     (4.0   $ 43,708      $ 44,941      $ (1,233     (2.7
  

 

 

   

 

 

     

 

 

   

 

 

   
                

Connections (‘000): (1)

                

Retail connections

             113,154        109,548        3,606        3.3   

Retail postpaid connections

             107,780        103,731        4,049        3.9   
                

Net additions in period (‘000): (2)

  

             

Retail connections

     585        1,008        (423     (42.0     1,048        1,385        (337     (24.3

Retail postpaid connections

     615        1,134        (519     (45.8     1,255        1,699        (444     (26.1

Churn Rate:

                

Retail connections

     1.19     1.18         1.21     1.26    

Retail postpaid connections

     0.94     0.90         0.95     0.97    

Account Statistics:

                

Retail postpaid ARPA

   $ 145.09      $ 153.73      $   (8.64     (5.6   $ 145.22      $ 154.93      $ (9.71     (6.3

Retail postpaid I-ARPA

   $   167.18      $   163.01      $ 4.17        2.6      $   166.11      $   162.90      $ 3.21        2.0   

Retail postpaid accounts (‘000) (1)

             35,637        35,560        77        0.2   

Retail postpaid connections per account (1)

             3.02        2.92        0.10        3.4   

(1) As of end of period

(2) Excluding acquisitions and adjustments

Wireless’ total operating revenues decreased by $0.9 billion, or 4.0%, and $1.2 billion, or 2.7%, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily as a result of declines in service and equipment revenues for the three months ended June 30, 2016 and a decline in service revenue partially offset by increases in equipment and other revenues for the six months ended June 30, 2016.

Accounts and Connections

Retail postpaid accounts primarily represent retail customers with Verizon Wireless that are directly served and managed by Verizon Wireless and use its branded services. Accounts include shared data plans, such as our Verizon Plan and More Everything plans, and corporate accounts, as well as legacy single connection plans and family plans. A single account may include monthly wireless services for a variety of connected devices. Retail connections represent our retail customer device connections. Churn is the rate at which service to connections is terminated.

 

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Retail connections under an account may include: smartphones and basic phones (collectively, phones) as well as tablets, LTE Internet (Installed) and other connected devices, including retail IoT connections. Retail postpaid connection net additions decreased during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to a decrease in retail postpaid connection gross additions as well as a higher retail postpaid connection churn rate during the three months ended June 30, 2016. For the six months ended June 30, 2016, the decrease in retail postpaid connection gross additions was partially offset by a lower retail postpaid connection churn rate.

Retail Postpaid Connections per Account

Retail postpaid connections per account is calculated by dividing the total number of retail postpaid connections by the number of retail postpaid accounts as of the end of the period. Retail postpaid connections per account increased 3.4% as of June 30, 2016, compared to June 30, 2015. The increase in retail postpaid connections per account is primarily due to increases in Internet devices, which represented 17.7% of our retail postpaid connection base as of June 30, 2016, compared to 15.4% as of June 30, 2015.

Service Revenue

Service revenue, which does not include recurring device payment plan billings related to the Verizon device payment program, decreased by $0.9 billion, or 5.4%, and $2.1 billion, or 5.8%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily driven by lower retail postpaid service revenue. Retail postpaid service revenue was negatively impacted as a result of customer migration to plans with unsubsidized service pricing. Customer migration to unsubsidized service pricing is driven in part by an increase in the activation of devices purchased under the Verizon device payment program on plans with unsubsidized service pricing. At June 30, 2016, approximately 53% of our retail postpaid phone connections were on unsubsidized service pricing compared to approximately 26% at June 30, 2015. At June 30, 2016, approximately 37% of our retail postpaid phone connections participated in the Verizon device payment program compared to approximately 16% at June 30, 2015. The decrease in service revenues was partially offset by the impact of an increase in retail postpaid connections as well as an increase in the penetration of smartphones and tablets through our shared data plans compared to the prior year period. Service revenue plus recurring device payment plan billings related to the Verizon device payment program increased 2.3% and 1.9%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015.

Retail postpaid ARPA (the average service revenue per account from retail postpaid accounts), which does not include recurring device payment plan billings related to the Verizon device payment program, was negatively impacted during the three and six months ended June 30, 2016, compared to the similar periods in 2015, as a result of customer migration to plans with unsubsidized pricing. Retail postpaid I-ARPA (the average service revenue per account from retail postpaid accounts plus recurring device payment plan billings), which represents the monthly recurring value received on a per account basis from our retail postpaid accounts, increased 2.6% and 2.0%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015.

Equipment Revenue

Equipment revenue decreased $0.2 billion, or 4.1%, during the three months ended June 30, 2016, compared to the similar period in 2015, as a result of a decline in overall sales volume, partially offset by an increase in device sales under the Verizon device payment program. Equipment revenue increased by $0.4 billion, or 5.9%, during the six months ended June 30, 2016, compared to the similar period in 2015, as a result of an increase in device sales, primarily smartphones, under the Verizon device payment program, partially offset by a decline in device sales under the traditional fixed-term service plans as well as a decline in overall sales volumes.

Under the Verizon device payment program, we recognize a higher amount of equipment revenue at the time of sale of devices. The increase in these activations results in a relative shift of revenue from service revenue to equipment revenue, and causes a change in the timing of the recognition of revenue. For the three and six months ended June 30, 2016, phone activations under the Verizon device payment program represented approximately 67% and 68%, respectively, of retail postpaid phones activated compared to approximately 49% and 44%, respectively, during the three and six months ended June 30, 2015.

Other Revenue

Other revenue includes non-service revenues such as regulatory fees, cost recovery surcharges, revenues associated with our device protection package, sublease rentals and financing revenue. Other revenue increased $0.2 billion, or 18.4%, and $0.4 billion, or 18.8%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to cost recovery surcharges, financing revenues from our device payment program and a volume-driven increase in revenues related to our device protection package.

 

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Operating Expenses

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2016      2015      (Decrease)     2016      2015      (Decrease)  

Cost of services

   $ 1,984       $ 1,948       $ 36        1.8   $ 3,926       $ 3,799       $ 127        3.3

Cost of equipment

     4,644         5,455         (811     (14.9     9,642         10,563         (921     (8.7

Selling, general and administrative expense

     4,777         5,289         (512     (9.7     9,668         10,658         (990     (9.3

Depreciation and amortization expense

     2,282         2,225         57        2.6        4,575         4,415         160        3.6   
  

 

 

    

 

 

     

 

 

    

 

 

   

Total Operating Expenses

   $   13,687       $   14,917       $   (1,230     (8.2   $   27,811       $   29,435       $   (1,624     (5.5
  

 

 

    

 

 

     

 

 

    

 

 

   

Cost of Services

Cost of services increased $0.1 billion, or 3.3%, during the six months ended June 30, 2016, compared to the similar period in 2015, primarily due to higher rent expense as a result of an increase in macro and small cell sites, as well as a volume-driven increase in costs related to the device protection package offered to our customers.

Cost of Equipment

Cost of equipment decreased $0.8 billion, or 14.9%, and $0.9 billion, or 8.7%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily as a result of a decline in the number of smartphone units sold as well as a decrease in the average cost per unit for smartphones, driven by a shift to lower priced units in the mix of devices sold.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased $0.5 billion, or 9.7%, and $1.0 billion, or 9.3%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to declines in sales commission expense, advertising, employee related costs and non-income taxes. The declines in sales commission expense was driven by an overall decline in activations as well as an increase in the proportion of activations under the Verizon device payment program, which has a lower commission per unit than activations under traditional fixed-term service plans. The decline in employee related costs was a result of reduced headcount.

Depreciation and Amortization Expense

Depreciation and amortization expense increased during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily driven by an increase in net depreciable assets.

Segment Operating Income and EBITDA

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2016     2015     (Decrease)     2016     2015     (Decrease)  

Segment Operating Income

   $ 8,017      $ 7,696      $ 321         4.2   $ 15,897      $ 15,506      $ 391         2.5

Add Depreciation and
amortization expense

     2,282        2,225        57         2.6        4,575        4,415        160         3.6   
  

 

 

   

 

 

      

 

 

   

 

 

    

Segment EBITDA

   $   10,299      $   9,921      $   378         3.8      $   20,472      $   19,921      $   551         2.8   
  

 

 

   

 

 

      

 

 

   

 

 

    

Segment operating income margin

     36.9     34.0          36.4     34.5     

Segment EBITDA margin

     47.5     43.9          46.8     44.3     

 

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The changes in the table above during the three and six months ended June 30, 2016, compared to the similar periods in 2015, were primarily a result of the factors described in connection with operating revenues and operating expenses.

Non-operational items excluded from our Wireless segment Operating income were as follows:

 

    

Three Months Ended

June 30,

    

Six Months Ended

June 30,

 
(dollars in millions)    2016      2015      2016      2015  

Gain on spectrum license transaction

   $   –       $   –       $   142       $   –   

 

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Wireline

Our Wireline segment provides voice, data and video communications products and enhanced services including broadband video and data, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services. We provide these products and services to consumers in the United States, as well as to carriers, businesses and government customers both in the United States and around the world.

The operating results and statistics for all periods presented below exclude the results of Verizon’s local exchange business and related landline activities in California, Florida and Texas, which were sold to Frontier on April 1, 2016, to reflect comparable segment operating results consistent with the information regularly reviewed by our chief operating decision maker.

Operating Revenues and Selected Operating Statistics

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2016      2015      (Decrease)     2016      2015      (Decrease)  

Consumer retail

   $ 3,165       $ 3,174       $ (9     (0.3 )%    $ 6,345       $ 6,302       $ 43        0.7

Small business

     408         441         (33     (7.5     830         886         (56     (6.3
  

 

 

    

 

 

     

 

 

    

 

 

   

Mass Markets

     3,573         3,615         (42     (1.2     7,175         7,188         (13     (0.2

Global Enterprise

     2,907         3,007         (100     (3.3     5,863         6,054         (191     (3.2

Global Wholesale

     1,256         1,310         (54     (4.1     2,539         2,649         (110     (4.2

Other

     87         81         6        7.4        169         172         (3     (1.7
  

 

 

    

 

 

     

 

 

    

 

 

   

Total Operating Revenues

   $   7,823       $   8,013       $   (190     (2.4   $   15,746       $   16,063       $ (317     (2.0
  

 

 

    

 

 

     

 

 

    

 

 

   

Connections (‘000):(1)

                    

Total voice connections

               14,476         15,586           (1,110     (7.1

Total Broadband connections

               7,014         7,060         (46     (0.7

Fios Internet subscribers

               5,495         5,240         255        4.9   

Fios video subscribers

               4,637         4,565         72        1.6   

(1) As of end of period

Wireline’s revenues decreased $0.2 billion, or 2.4%, and $0.3 billion, or 2.0%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily as a result of declines in Global Enterprise and Global Wholesale. Wireline’s revenues were also impacted by an increase in our Fios order backlog as a result of the union work stoppage that commenced on April 13, 2016 and ended on June 1, 2016. Fios revenues were $2.8 billion and $5.5 billion, respectively, during the three and six months ended June 30, 2016, compared to $2.7 billion and $5.3 billion, respectively, during the similar periods in 2015.

Mass Markets

Mass Markets operations provide broadband Internet and video services (including high-speed Internet, Fios Internet and Fios video services), local exchange (basic service and end-user access) and long distance (including regional toll) voice services to residential and small business subscribers.

Mass Markets revenues decreased 1.2% and 0.2%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, as the continued decline of local exchange revenues was partially offset by increases in Fios revenues due to Fios services (voice, Internet and video) growth, including our Fios Quantum offerings.

We grew our subscriber base by 0.3 million Fios Internet subscribers and 0.1 million Fios video subscribers, while also improving penetration rates within our Fios service areas for Fios Internet. As of June 30, 2016, we achieved a penetration rate of 40.1% for Fios Internet, compared to a penetration rate of 39.8% for Fios Internet as of June 30, 2015. During the second quarter of 2016, Fios connection growth was lower than in prior quarters due to installation delays as a result of the union work stoppage that commenced on April 13, 2016 and ended on June 1, 2016. During 2016, Consumer Fios revenues increased $0.1 billion, or 3.4%, and $0.2 billion, or 4.6%, respectively, during the three and six months ended June 30, 2016. Fios represented approximately 82% of Consumer retail revenue for both the three and six months ended June 30, 2016, compared to approximately 79% during the similar periods in 2015.

 

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The decline of local exchange revenues was primarily due to a 7.0% decline in Consumer retail voice connections resulting primarily from competition and technology substitution with wireless, competing VoIP (voice over IP) and cable telephony services. Total voice connections include traditional switched access lines in service as well as Fios digital voice connections. There was also a 7.6% decline in Small business retail voice connections, reflecting competition and a shift to both IP and high-speed circuits, primarily in areas outside of our Fios footprint.

Global Enterprise

Global Enterprise offers advanced information and communication technology services and other traditional communications services to medium and large business customers, multinational corporations and state and federal government customers.

Global Enterprise revenues decreased $0.1 billion, or 3.3%, and $0.2 billion, or 3.2%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, due to declines in traditional data and advanced networking solutions, Cloud and IT services and voice communications services. Also contributing to the decrease was the negative impact of foreign exchange rates. Traditional data networking services, which consist of traditional circuit-based services such as frame relay, private line and legacy data networking services, advanced networking solutions, which include Private IP, Public Internet, Ethernet and optical network services, and Cloud and IT services declined as a result of competitive pressures.

Global Wholesale

Global Wholesale provides communications services including data, voice and local dial tone and broadband services primarily to local, long distance and other carriers that use our facilities to provide services to their customers.

Global Wholesale revenues decreased $0.1 billion, or 4.1%, and $0.1 billion, or 4.2%, respectively, during the three and six months ended June 30, 2016, compared to the similar periods in 2015, primarily due to declines in data revenues and traditional voice revenues driven by the effect of technology substitution as well as continuing contraction of market rates due to competition. As a result of technology substitution, the number of core data circuits at June 30, 2016 experienced a 16.4% decline compared to June 30, 2015. The decline in traditional voice revenue is driven by a 6.8% decline in domestic wholesale connections at June 30, 2016, compared to June 30, 2015.

Operating Expenses

 

<
    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2016      2015      (Decrease)     2016      2015      (Decrease)  

Cost of services

   $ 5,107       $ 4,704       $    403        8.6   $ 9,751       $ 9,489       $