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EX-32.2 - EXHIBIT 32.2 - VERIZON COMMUNICATIONS INCa2018q210-qxex322.htm
EX-32.1 - EXHIBIT 32.1 - VERIZON COMMUNICATIONS INCa2018q210-qxex321.htm
EX-31.2 - EXHIBIT 31.2 - VERIZON COMMUNICATIONS INCa2018q210-qxex312.htm
EX-31.1 - EXHIBIT 31.1 - VERIZON COMMUNICATIONS INCa2018q210-qxex311.htm
EX-12 - EXHIBIT 12 - VERIZON COMMUNICATIONS INCa2018q210-qxex12.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2018

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.                                                                                                           ☒  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).                                                        ☒  Yes   ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
 
☐  (Do not check if a smaller reporting company)
Smaller reporting company
 
 
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.              ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).               ☐  Yes   ☒  No

At June 30, 2018, 4,131,935,606 shares of the registrant’s common stock were outstanding, after deducting 159,498,040 shares held in treasury.




Table of Contents

 
 
Page
 
 
 
 
Item 1.
 
 
 
 
 
 
Three and six months ended June 30, 2018 and 2017
 
 
 
 
 
 
Three and six months ended June 30, 2018 and 2017
 
 
 
 
 
 
At June 30, 2018 and December 31, 2017
 
 
 
 
 
 
Six months ended June 30, 2018 and 2017
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 
 




Part I - Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income
Verizon Communications Inc. and Subsidiaries
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
(dollars in millions, except per share amounts) (unaudited)
2018

 
2017

2018

 
2017

 
 
 
 
 
 
 
Operating Revenues
 
 
 
 
 
 
Service revenues and other
$
27,159

 
$
26,250

$
53,891

 
$
52,300

Wireless equipment revenues
5,044

 
4,298

10,084

 
8,062

Total Operating Revenues
32,203

 
30,548

63,975

 
60,362

 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
Cost of services (exclusive of items shown below)
8,234

 
7,449

16,180

 
14,688

Wireless cost of equipment
5,397

 
5,035

10,706

 
9,843

Selling, general and administrative expense (including net gain on sale of divested businesses of $1,774 for the three and six months ended June 30, 2017)
7,605

 
5,883

14,449

 
12,629

Depreciation and amortization expense
4,350

 
4,167

8,674

 
8,226

Total Operating Expenses
25,586

 
22,534

50,009

 
45,386

 
 
 
 
 
 
 
Operating Income
6,617

 
8,014

13,966

 
14,976

Equity in losses of unconsolidated businesses
(228
)
 
(28
)
(247
)
 
(49
)
Other income (expense), net
360

 
199

285

 
(428
)
Interest expense
(1,222
)
 
(1,218
)
(2,423
)
 
(2,350
)
Income Before Provision For Income Taxes
5,527

 
6,967

11,581

 
12,149

Provision for income taxes
(1,281
)
 
(2,489
)
(2,669
)
 
(4,118
)
Net Income
$
4,246

 
$
4,478

$
8,912

 
$
8,031

 
 
 
 
 
 
 
Net income attributable to noncontrolling interests
$
126

 
$
116

$
247

 
$
219

Net income attributable to Verizon
4,120

 
4,362

8,665

 
7,812

Net Income
$
4,246

 
$
4,478

$
8,912

 
$
8,031

 
 
 
 
 
 
 
Basic Earnings Per Common Share
 
 
 
 
 
 
Net income attributable to Verizon
$
1.00

 
$
1.07

$
2.10

 
$
1.91

Weighted-average shares outstanding (in millions)
4,135

 
4,082

4,120

 
4,082

 
 
 
 
 
 
 
Diluted Earnings Per Common Share
 
 
 
 
 
 
Net income attributable to Verizon
$
1.00

 
$
1.07

$
2.10

 
$
1.91

Weighted-average shares outstanding (in millions)
4,139

 
4,087

4,123

 
4,088

 
 
 
 
 
 
 
Dividends declared per common share
$
0.5900

 
$
0.5775

$
1.1800

 
$
1.1550

See Notes to Condensed Consolidated Financial Statements


3


Condensed Consolidated Statements of Comprehensive Income
Verizon Communications Inc. and Subsidiaries
 
 
Three Months Ended
 
 
Six Months Ended
 
 
June 30,
 
 
June 30,
 
(dollars in millions) (unaudited)
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
Net Income
$
4,246

 
$
4,478

 
$
8,912

 
$
8,031

Other Comprehensive Loss, Net of Tax Expense (Benefit)
 
 
 
 
 
 
 
Foreign currency translation adjustments
(176
)
 
17

 
(83
)
 
88

Unrealized gain (loss) on cash flow hedges, net of tax of $55, $123, $(125) and $131
(152
)
 
(186
)
 
349

 
(198
)
Unrealized gain (loss) on marketable securities, net of tax of $0, $10, $1 and $7
1

 
(20
)
 
(4
)
 
(6
)
Defined benefit pension and postretirement plans, net of tax of $58, $88, $118 and $174
(173
)
 
(136
)
 
(346
)
 
(273
)
Other comprehensive loss attributable to Verizon
(500
)
 
(325
)
 
(84
)
 
(389
)
Total Comprehensive Income
$
3,746

 
$
4,153

 
$
8,828

 
$
7,642

 
 
 
 
 
 
 
 
Comprehensive income attributable to noncontrolling interests
$
126

 
$
116

 
$
247

 
$
219

Comprehensive income attributable to Verizon
3,620

 
4,037

 
8,581

 
7,423

Total Comprehensive Income
$
3,746

 
$
4,153

 
$
8,828

 
$
7,642

See Notes to Condensed Consolidated Financial Statements


4


Condensed Consolidated Balance Sheets
Verizon Communications Inc. and Subsidiaries
 
 
At June 30,

 
At December 31,

(dollars in millions, except per share amounts) (unaudited)
2018

 
2017

 
 
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
1,750

 
$
2,079

Accounts receivable, net of allowances of $885 and $939
23,099

 
23,493

Inventories
1,102

 
1,034

Prepaid expenses and other
4,925

 
3,307

Total current assets
30,876

 
29,913

 
 
 
 
Property, plant and equipment
249,294

 
246,498

Less accumulated depreciation
161,513

 
157,930

Property, plant and equipment, net
87,781

 
88,568

 
 
 
 
Investments in unconsolidated businesses
787

 
1,039

Wireless licenses
93,855

 
88,417

Goodwill
29,200

 
29,172

Other intangible assets, net
9,861

 
10,247

Other assets
10,943

 
9,787

Total assets
$
263,303

 
$
257,143

 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities
 
 
 
Debt maturing within one year
$
5,466

 
$
3,453

Accounts payable and accrued liabilities
18,560

 
21,232

Other current liabilities
8,303

 
8,352

Total current liabilities
32,329

 
33,037

 
 
 
 
Long-term debt
109,174

 
113,642

Employee benefit obligations
19,955

 
22,112

Deferred income taxes
35,069

 
31,232

Other liabilities
13,201

 
12,433

Total long-term liabilities
177,399

 
179,419

 
 
 
 
Commitments and Contingencies (Note 11)

 

 
 
 
 
Equity
 
 
 
Series preferred stock ($0.10 par value; 250,000,000 shares authorized; none issued)

 

Common stock ($0.10 par value; 6,250,000,000 shares authorized in each period; 4,291,433,646 and 4,242,374,240 shares issued)
429

 
424

Additional paid in capital
13,438

 
11,101

Retained earnings
41,657

 
35,635

Accumulated other comprehensive income
3,205

 
2,659

Common stock in treasury, at cost (159,498,040 and 162,897,868 shares outstanding)
(6,990
)
 
(7,139
)
Deferred compensation – employee stock ownership plans and other
285

 
416

Noncontrolling interests
1,551

 
1,591

Total equity
53,575

 
44,687

Total liabilities and equity
$
263,303

 
$
257,143

See Notes to Condensed Consolidated Financial Statements

5


Condensed Consolidated Statements of Cash Flows
Verizon Communications Inc. and Subsidiaries
 
 
Six Months Ended
 
 
June 30,
 
(dollars in millions) (unaudited)
2018

 
2017

 
 
 
 
Cash Flows from Operating Activities
 
 
 
Net Income
$
8,912

 
$
8,031

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization expense
8,674

 
8,226

Employee retirement benefits
(300
)
 
(223
)
Deferred income taxes
1,354

 
1,880

Provision for uncollectible accounts
462

 
632

Equity in losses of unconsolidated businesses, net of dividends received
268

 
67

Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses
(1,538
)
 
(3,721
)
Discretionary employee benefits contributions
(1,679
)
 
(3,411
)
Net gain on sale of divested businesses

 
(1,774
)
Other, net
280

 
(401
)
Net cash provided by operating activities
16,433

 
9,306

 
 
 
 
Cash Flows from Investing Activities
 
 
 
Capital expenditures (including capitalized software)
(7,838
)
 
(7,011
)
Acquisitions of businesses, net of cash acquired
(38
)
 
(6,231
)
Acquisitions of wireless licenses
(1,155
)
 
(315
)
Proceeds from dispositions of businesses

 
3,512

Other, net
303

 
786

Net cash used in investing activities
(8,728
)
 
(9,259
)
 
 
 
 
Cash Flows from Financing Activities
 
 
 
Proceeds from long-term borrowings
4,584

 
16,009

Proceeds from asset-backed long-term borrowings
1,716

 
2,878

Repayments of long-term borrowings and capital lease obligations
(6,568
)
 
(10,294
)
Repayments of asset-backed long-term borrowings
(2,000
)
 

Decrease in short-term obligations, excluding current maturities
(210
)
 
(152
)
Dividends paid
(4,845
)
 
(4,710
)
Other, net
(542
)
 
(1,831
)
Net cash provided by (used in) financing activities
(7,865
)
 
1,900

 
 
 
 
Increase (decrease) in cash, cash equivalents and restricted cash
(160
)
 
1,947

Cash, cash equivalents and restricted cash, beginning of period
2,888

 
3,177

Cash, cash equivalents and restricted cash, end of period (Note 1)
$
2,728

 
$
5,124

See Notes to Condensed Consolidated Financial Statements


6


Notes to Condensed Consolidated Financial Statements
Verizon Communications Inc. and Subsidiaries
(Unaudited)
 
1.
Basis of Presentation

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

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

Cash, Cash Equivalents and Restricted Cash
Cash collections on the device payment plan agreement receivables collateralizing asset backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.

Cash, cash equivalents and restricted cash are included in the following line items on the condensed consolidated balance sheets:
 
At June 30,

 
At December 31,

 
Increase/

(dollars in millions)
2018

 
2017

 
(Decrease)

Cash and cash equivalents
$
1,750

 
$
2,079

 
$
(329
)
Restricted cash:
 
 
 
 
 
Prepaid expenses and other
851

 
693

 
158

Other assets
127

 
116

 
11

Cash, cash equivalents and restricted cash
$
2,728

 
$
2,888

 
$
(160
)

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

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

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

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

7


wireless devices at subsidized prices in conjunction with a fixed-term plan, also known as the subsidy model, for service. Accordingly, under Topic 606, generally more equipment revenue is recognized upon sale of the equipment to the customer and less service revenue is recognized over the contract term than was previously recognized under the prior "Revenue Recognition" (Topic 605) standard. At the time the equipment is sold, this allocation results in the recognition of a contract asset equal to the difference between the amount of revenue recognized and the amount of consideration received from the customer. As of January 2017, we no longer offer consumers new fixed-term plans with subsidized equipment pricing; however, we continue to offer fixed-term plans to our business customers. At June 30, 2018 and December 31, 2017, approximately 17% and 19% of retail postpaid connections were under fixed-term plans, respectively.

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

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

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

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

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

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

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

8


the condensed consolidated statements of income were applied retrospectively, and the updates for the capitalization of the service cost component of net periodic benefit cost in assets will be applied prospectively on and after the effective date. Upon adoption of this standard update, Verizon reclassified the other components of net periodic benefit costs from Cost of services and Selling, general and administrative expense to Other income (expense), net, which is part of non-operating expenses. The retrospective adoption of this standard update resulted in a decrease to consolidated operating income of approximately $0.2 billion and $0.4 billion for the three and six months ended June 30, 2017, respectively which was fully offset by amounts reclassified to Other income (expense), net. As such, there was no impact to consolidated net income for the three and six months ended June 30, 2017.

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

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

The cumulative after-tax effect of the changes made to our condensed consolidated balance sheet for the adoption of Topic 606, ASU 2018-02 and other ASUs were as follows:
 
 
 
Adjustments due to
 
 
(dollars in millions)
At December 31,
2017

 
Topic 606

 
ASU 2018-02

 
Other ASUs

 
At January 1,
2018

Accounts receivable, net of allowance
$
23,493

 
$
53

 
$

 
$

 
$
23,546

Prepaid expenses and other
3,307

 
2,014

 

 

 
5,321

Other assets
9,787

 
1,238

 

 
(59
)
 
10,966

Investments in unconsolidated businesses
1,039

 
2

 

 

 
1,041

Other current liabilities
8,352

 
(541
)
 

 

 
7,811

Deferred income taxes
31,232

 
1,008

 

 
(31
)
 
32,209

Other liabilities
12,433

 
(94
)
 

 

 
12,339

Retained earnings
35,635

 
2,890

 
(652
)
 
(6
)
 
37,867

Accumulated other comprehensive income
2,659

 

 
652

 
(22
)
 
3,289

Noncontrolling interests
1,591

 
44

 

 

 
1,635



9


A reconciliation of the adjustments from the adoption of Topic 606 relative to Topic 605 on certain impacted financial statement line items in our condensed consolidated statements of income and balance sheet were as follows:
 
Three Months Ended June 30, 2018
 
(dollars in millions)
As reported

 
Balances without adoption of
Topic 606

 
Adjustments

Operating Revenues
 
 
 
 
 
Service revenues and other
$
27,159

 
$
27,469

 
$
(310
)
Wireless equipment revenues
5,044

 
4,590

 
454

Total Operating Revenues
$
32,203

 
$
32,059

 
$
144

 
 
 
 
 
 
Cost of services (exclusive of items shown below)
$
8,234

 
$
8,251

 
$
(17
)
Wireless cost of equipment
5,397

 
5,351

 
46

Selling, general and administrative expense
7,605

 
7,948

 
(343
)
 
 
 
 
 
 
Equity in losses of unconsolidated businesses
(228
)
 
(229
)
 
1

Income Before Provision For Income Taxes
5,527

 
5,068

 
459

Provision for income taxes
(1,281
)
 
(1,164
)
 
(117
)
Net Income
$
4,246

 
$
3,904

 
$
342

 
 
 
 
 
 
Net income attributable to noncontrolling interests
$
126

 
$
116

 
$
10

Net income attributable to Verizon
4,120

 
3,788

 
332

Net Income
$
4,246

 
$
3,904

 
$
342


 
Six Months Ended June 30, 2018
 
(dollars in millions)
As reported

 
Balances without adoption of
Topic 606

 
Adjustments

Operating Revenues
 
 
 
 
 
Service revenues and other
$
53,891

 
$
54,602

 
$
(711
)
Wireless equipment revenues
10,084

 
9,184

 
900

Total Operating Revenues
$
63,975

 
$
63,786

 
$
189

 
 
 
 
 
 
Cost of services (exclusive of items shown below)
$
16,180

 
$
16,207

 
$
(27
)
Wireless cost of equipment
10,706

 
10,638

 
68

Selling, general and administrative expense
14,449

 
15,182

 
(733
)
 
 
 
 
 
 
Equity in losses of unconsolidated businesses
(247
)
 
(248
)
 
1

Income Before Provision For Income Taxes
11,581

 
10,699

 
882

Provision for income taxes
(2,669
)
 
(2,444
)
 
(225
)
Net Income
$
8,912

 
$
8,255

 
$
657

 
 
 
 
 
 
Net income attributable to noncontrolling interests
$
247

 
$
230

 
$
17

Net income attributable to Verizon
8,665

 
8,025

 
640

Net Income
$
8,912

 
$
8,255

 
$
657


10


 
At June 30, 2018
 
(dollars in millions)
As reported

 
Balances without adoption of
Topic 606

 
Adjustments

Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Accounts receivable, net of allowance
$
23,099

 
$
22,895

 
$
204

Prepaid expenses and other
4,925

 
2,790

 
2,135

 
 
 
 
 
 
Investments in unconsolidated businesses
787

 
784

 
3

Other assets
10,943

 
9,200

 
1,743

 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable and accrued liabilities
18,560

 
18,233

 
327

Other current liabilities
8,303

 
8,938

 
(635
)
 
 
 
 
 
 
Deferred income taxes
35,069

 
34,164

 
905

Other liabilities
13,201

 
13,304

 
(103
)
 
 
 
 
 
 
Equity
 
 
 
 
 
Retained earnings
41,657

 
38,109

 
3,548

Noncontrolling interests
1,551

 
1,508

 
43


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

Verizon’s current operating lease portfolio is primarily comprised of network, real estate, and equipment leases. Upon adoption of this standard, we expect to recognize a right of use asset and liability related to substantially all operating lease arrangements. We have established a cross-functional coordinated team to implement the standard update. We are in the process of determining the scope of impact, data gathering, assessing and staging, designing and building a new system solution, and assessing the practical expedients and policy elections offered by the standard. We are also evaluating our processes and internal controls to meet the standard update’s accounting, reporting and disclosure requirements. Although we have not yet completed our evaluation of the standard update, or quantified its impact, we expect its adoption to have a significant impact on our condensed consolidated balance sheet due to the recognition of the right of use asset and liability for our operating leases.

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


11


2.
Revenues and Contract Costs

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

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

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

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

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

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

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

Wireless Contracts
Total contract revenue, which represents the transaction price for wireless service and wireless equipment, is allocated between service and equipment revenue based on their estimated standalone selling prices. We estimate the standalone selling price of the device or accessory to be its retail price excluding subsidies or conditional purchase discounts. We estimate the standalone selling price of wireless service to be the price that we offer to customers on month-to-month contracts that can be cancelled at any time without penalty (i.e., when there is no fixed-term for service) or when service is procured without the concurrent purchase of a wireless device. In addition, we also assess whether the service term is impacted by certain legally enforceable rights and obligations in our contract with customers, such as penalties that a customer would have to pay to early terminate a fixed-term contract or billing credits that would cease if the month-to-month wireless service is canceled. The assessment of these legally enforceable rights and obligations involves judgment and impacts our determination of the transaction price and related disclosures.

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

12



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

For our device payment plans, billing credits are accounted for as consideration payable to a customer and are included in the determination of total transaction price, resulting in a contract liability.

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

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

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

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

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

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

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

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

Oath primarily earns revenue through display advertising on Oath properties, as well as on third-party properties through our advertising platforms, search advertising and subscription arrangements. We recognize revenue at a point in time for our display and search advertising contracts and over time for our subscription contracts. We determined that we are generally the principal in transactions carried out through our advertising platforms, and therefore report gross revenue based on the amount billed to our customers. Where we are the principal, we concluded that while the control and transfer of digital advertising inventory occurs in a rapid, real time environment, our proprietary technology enables us to identify, enhance, verify and solely control digital advertising inventory that we then sell to our customers. Our control is further supported by us being primarily responsible to our customers for fulfillment and the fact that we can exercise a level of discretion over pricing. The adoption of Topic 606 did not have a significant impact on our accounting for Oath revenues. During the three and six months ended June 30, 2018, Oath generated revenues from contracts with customers under Topic 606 of approximately $1.9 billion and $3.8 billion, respectively.

Verizon Connect primarily earns revenue through subscription services. We recognize revenue over time for our subscription contracts. The adoption of Topic 606 did not have a significant impact to our accounting for Verizon Connect revenues. During the three and six months ended

13


June 30, 2018, Verizon Connect generated revenues from contracts with customers under Topic 606 of approximately $0.2 billion and $0.5 billion, respectively.

We also earn revenues, that are not accounted for under Topic 606, from leasing arrangements (such as towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent. During the three and six months ended June 30, 2018, revenues from arrangements that were not accounted for under Topic 606 were approximately $1.1 billion and $2.3 billion, respectively.

Remaining Performance Obligations
When allocating the total contract transaction price to identified performance obligations, a portion of the total transaction price may relate to service performance obligations which were not satisfied or are partially satisfied as of the end of the reporting period. Below we disclose information relating to these unsatisfied performance obligations. We have elected to apply the practical expedient available under Topic 606, that provides the option to exclude the expected revenues arising from unsatisfied performance obligations related to contracts that have an original expected duration of one year or less. This situation primarily arises with respect to certain month-to-month service contracts. At June 30, 2018, month-to-month service contracts represented approximately 83% of Wireless postpaid contracts. At June 30, 2018, month-to-month service contracts represented approximately 56% of Wireline consumer and small business contracts.

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

Wireless customer contracts are generally either month-to-month and cancellable at any time (typically under a device payment plan) or contain terms greater than one month (typically under a fixed-term plan). Additionally, customers may incur charges based on usage or may purchase additional optional services in conjunction with entering into a contract which can be cancelled at any time and therefore are not included in the transaction price. When a service contract is longer than one month, the service contract term will generally be two years or less. The transaction price allocated to service performance obligations, which are not satisfied or are partially satisfied as of the end of the reporting period, are generally related to our fixed-term plans. Fixed-term plans only represented 17% of retail postpaid connections at June 30, 2018.

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

At June 30, 2018, the transaction price related to Wireless unsatisfied performance obligations expected to be recognized for the remainder of 2018, 2019 and thereafter was $6.7 billion, $8.1 billion and $0.9 billion, respectively.

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

At June 30, 2018, the transaction price relating to Wireline unsatisfied performance obligations expected to be recognized for the remainder of 2018, 2019 and thereafter was $4.6 billion, $5.9 billion and $2.4 billion, respectively.

In certain Enterprise Solutions, Partner Solutions and Business Markets service contracts within Wireline and certain telematics service contracts within Corporate and other, there are customer contracts that have a contractual minimum fee over the total contract term. We cannot predict the time period when revenue will be recognized related to those contracts; thus they are excluded from the time bands above. These contracts have varying terms spanning over four years ending in August 2022 and have aggregate contract minimum payments totaling $3.9 billion.

Accounts Receivable and Contract Balances
The timing of revenue recognition may differ from the time of billing to our customers. Receivables presented in our condensed consolidated balance sheet represent an unconditional right to consideration. Contract balances represent amounts from an arrangement when either Verizon has performed, by transferring goods or services to the customer in advance of receiving all or partial consideration for such goods and services from the customer, or the customer has made payment to Verizon in advance of obtaining control of the goods and/or services promised to the customer in the contract.

Contract assets primarily relate to our rights to consideration for goods or services provided to the customers but for which we do not have an unconditional right at the reporting date. Under a fixed-term plan, the total contract revenue is allocated between wireless services and equipment revenues, as discussed above. In conjunction with these arrangements, a contract asset is created, which represents the difference between the amount of equipment revenue recognized upon sale and the amount of consideration received from the customer. The contract asset is reclassified as accounts receivable as wireless services are provided and billed. We have the right to bill the customer as service is provided over time, which results in our right to the payment being unconditional. The contract asset balances are presented in our condensed consolidated balance sheet as Prepaid expenses and other and Other assets. We assess our contract assets for impairment on a quarterly basis and will recognize an impairment

14


charge to the extent their carrying amount is not recoverable. For the three and six months ended June 30, 2018, the impairment charge related to contract assets was insignificant and $0.1 billion, respectively, and is included in Other in the table below.

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

The following table presents information about receivables from contracts with customers:
 
At January 1,

 
At June 30,

(dollars in millions)
2018

 
2018

Receivables(1)
$
12,073

 
$
11,412

Device payment plan agreement receivables(2)
1,461

 
5,258


(1) 
Balances do not include receivables related to the following contracts: leasing arrangements (such as towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent.
(2) 
Included in device payment plan agreement receivables presented in Note 6. Balances do not include receivables related to contracts completed prior to January 1, 2018 and receivables derived from the sale of equipment on a device payment plan through an authorized agent.

The following table represents significant changes in the contract assets balance:
(dollars in millions)
Contract Assets

Balance at January 1, 2018
$
38

Opening balance sheet adjustment related to Topic 606 adoption
1,132

Adjusted opening balance, January 1, 2018
1,170

Increase resulting from new contracts
824

Contract assets reclassified to a receivable or collected in cash
(824
)
Other
(111
)
Balance at June 30, 2018
$
1,059


The following table represents significant changes in the contract liabilities balance:
(dollars in millions)
Contract Liabilities

Balance at January 1, 2018(1)
$
5,086

Opening balance sheet adjustments related to Topic 606 adoption
(634
)
Adjusted opening balance, January 1, 2018
4,452

Net increase in contract liabilities
3,998

Revenue recognized related to contract liabilities existing at January 1, 2018(2)
(3,780
)
Other
(18
)
Balance at June 30, 2018
$
4,652


(1) Prior to the adoption of Topic 606, liabilities related to contracts with customers included advanced billings and deferred revenue, which was included within Other current liabilities and Other liabilities in our consolidated balance sheet at December 31, 2017.
(2) The amount related to revenue recognized during the three months ended June 30, 2018 was $0.3 billion.

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


At June 30,

(dollars in millions)
2018

Assets
 
Prepaid expenses and other
$
776

Other assets
283

Total
$
1,059

 
 
Liabilities
 
Other current liabilities
$
4,006

Other liabilities
646

Total
$
4,652



15


Contract Costs
As discussed in Note 1, Topic 606 requires the recognition of an asset for incremental costs to obtain a customer contract, which are then amortized to expense, over the respective periods of expected benefit. We recognize an asset for incremental commission expenses paid to internal sales personnel and agents in conjunction with obtaining customer contracts. We only defer these costs when we have determined the commissions are, in fact, incremental and would not have been incurred absent the customer contract. Costs to obtain a contract are amortized and recorded ratably as commission expense over the period representing the transfer of goods or services to which the assets relate. Wireless costs to obtain contracts are amortized over our customers' estimated device upgrade cycles, as such costs are typically incurred each time a customer upgrades. Wireline costs to obtain contracts are amortized as expense over the estimated customer relationship period for our Consumer Markets customers. Incremental costs to obtain contracts for our Enterprise Solutions, Partner Solutions and Business Markets are insignificant. These costs are recorded in Selling, general and administrative expense.

We also defer costs incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed to Cost of services as we satisfy our performance obligations. These costs principally relate to direct costs that enhance our Wireline business resources, such as costs incurred to install circuits.

We determine the amortization periods for our costs incurred to obtain or fulfill a customer contract at a portfolio level due to the similarities within these customer contract portfolios.

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

Collectively, costs to obtain a contract and costs to fulfill a contract are referred to as Deferred contract costs, which were as follows:
 
 
At June 30,

(dollars in millions)
Amortization Period
2018

Wireless
2 to 3 years
$
2,354

Wireline
2 to 5 years
808

Corporate
2 to 3 years
44

Total
 
$
3,206


Deferred contract costs are classified as current or non-current within Prepaid expenses and other and Other assets, respectively. The balances of Deferred contract costs included in our condensed consolidated balance sheet were as follows:


At June 30,

(dollars in millions)
2018

Assets
 
Prepaid expenses and other
$
1,665

Other assets
1,541

Total
$
3,206


For the three and six months ended June 30, 2018, we recognized expense of $0.5 billion and $0.9 billion, respectively, associated with the amortization of Deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income.

We assess our Deferred contract costs for impairment on a quarterly basis. We recognize an impairment charge to the extent the carrying amount of a deferred cost exceeds the remaining amount of consideration we expect to receive in exchange for the goods and services related to the cost, less the expected costs related directly to providing those goods and services that have not yet been recognized as expenses. There have been no impairment charges recognized for the three and six months ended June 30, 2018.

3.
Acquisitions and Divestitures

Wireless
Spectrum License Transactions
During the three and six months ended June 30, 2018, we entered into and completed various wireless license transactions for an insignificant amount of cash consideration.

Straight Path
In May 2017, we entered into a purchase agreement to acquire Straight Path Communications Inc. (Straight Path), a holder of millimeter wave spectrum configured for fifth-generation (5G) wireless services, for total consideration reflecting an enterprise value of approximately $3.1 billion. Under the terms of the purchase agreement, we agreed to pay: (1) Straight Path shareholders $184.00 per share, payable in Verizon

16


shares; and (2) certain transaction costs payable in cash of approximately $0.7 billion, consisting primarily of a fee to be paid to the Federal Communications Commission. The transaction closed in February 2018 at which time we issued approximately 49 million shares of Verizon common stock, valued at approximately $2.4 billion, and paid the associated cash consideration.

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

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

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

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

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

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

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

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

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

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

17



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

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

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

During June 2018, we finalized the accounting for the Yahoo acquisition. The following table summarizes the final accounting for assets acquired, including cash acquired of $0.2 billion, and liabilities assumed as of the close of the acquisition, as well as the fair value at the acquisition date of Yahoo’s noncontrolling interests:
(dollars in millions)
As of June 13, 2017

 
Measurement-period adjustments (1)

 
As of June 30, 2018

Cash payment to Yahoo’s equity holders
$
4,723

 
$
(50
)
 
$
4,673

Estimated liabilities to be paid
38

 

 
38

Total consideration
$
4,761

 
$
(50
)
 
$
4,711

 
 
 
 
 
 
Assets acquired:
 
 
 
 
 
Goodwill
$
874

 
$
1,270

 
$
2,144

Intangible assets subject to amortization
2,586

 
(712
)
 
1,874

Property, plant, and equipment
1,796

 
3

 
1,799

Other
1,362

 
98

 
1,460

Total assets acquired
6,618

 
659

 
7,277

 
 
 
 
 
 
Liabilities assumed:
 
 
 
 
 
Total liabilities assumed
1,824

 
692

 
2,516

 
 
 
 
 
 
Net assets acquired:
4,794

 
(33
)
 
4,761

Noncontrolling interest
(33
)
 
(17
)
 
(50
)
Total consideration
$
4,761

 
$
(50
)
 
$
4,711


(1) 
Adjustments to the fair value measurements to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The most significant adjustments related to an increase in goodwill, a reduction in the measurement of acquired intangibles based on the final third-party valuation, and the recognition of liabilities for certain pre-acquisition contingencies.

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

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

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


18


Acquisition and Integration Related Charges
Related to the Yahoo Transaction, we recorded acquisition and integration related charges of approximately $0.1 billion and $0.2 billion, respectively, during the three and six months ended June 30, 2018. We recorded acquisition and integration related charges of approximately $0.5 billion for both the three and six months ended June 30, 2017. These charges were primarily recorded in Selling, general and administrative expense in our condensed consolidated statements of income for the three and six months ended June 30, 2018 and June 30, 2017.

Other
During the three and six months ended June 30, 2018, we completed various other acquisitions for an insignificant amount of cash consideration.

4.
Wireless Licenses, Goodwill and Other Intangible Assets

Wireless Licenses
The carrying amount of Wireless licenses are as follows:
 
At June 30,

At December 31,

(dollars in millions)
2018

2017

Wireless licenses
$
93,855

$
88,417


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

At June 30, 2018 and December 31, 2017, approximately $11.5 billion and $8.8 billion, respectively, of wireless licenses were under development for commercial service for which we were capitalizing interest costs. We recorded approximately $0.3 billion and $0.2 billion of capitalized interest on wireless licenses during the six months ended June 30, 2018 and 2017, respectively.

The average remaining renewal period for our wireless licenses portfolio was 4.5 years as of June 30, 2018.

Goodwill
Changes in the carrying amount of Goodwill are as follows:
(dollars in millions)
Wireless

 
Wireline

 
Other

 
Total

Balance at January 1, 2018
$
18,397

 
$
3,955

 
$
6,820

 
$
29,172

Acquisitions (Note 3)

 
(82
)
 
225

 
143

Reclassifications, adjustments and other

 
(4
)
 
(111
)
 
(115
)
Balance at June 30, 2018
$
18,397

 
$
3,869

 
$
6,934

 
$
29,200


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

Other Intangible Assets
The following table displays the composition of Other intangible assets, net:
 
At June 30, 2018
 
 
At December 31, 2017
 
(dollars in millions)
Gross
Amount

 
Accumulated
Amortization

 
Net
Amount

 
Gross
Amount

 
Accumulated
Amortization

 
Net
Amount

Customer lists (8 to 13 years)
$
3,623

 
$
(860
)
 
$
2,763

 
$
3,621

 
$
(691
)
 
$
2,930

Non-network internal-use software (3 to 7 years)
18,540

 
(13,017
)
 
5,523

 
18,010

 
(12,374
)
 
5,636

Other (2 to 25 years)
2,483

 
(908
)
 
1,575

 
2,474

 
(793
)
 
1,681

Total
$
24,646

 
$
(14,785
)
 
$
9,861

 
$
24,105

 
$
(13,858
)
 
$
10,247


The amortization expense for Other intangible assets was as follows: 
 
Three Months Ended

 
Six Months Ended

(dollars in millions)
June 30,

 
June 30,

2018
$
557

 
$
1,091

2017
485

 
937



19


The estimated future amortization expense for Other intangible assets is as follows:
Years
(dollars in millions)

Remainder of 2018
$
1,084

2019
1,927

2020
1,605

2021
1,326

2022
1,100

2023
827


5.
Debt

Changes to debt during the six months ended June 30, 2018 were as follows:
(dollars in millions)
Debt 
Maturing
within One
Year

 
Long-term
Debt

 
Total

Balance at January 1, 2018
$
3,453

 
$
113,642

 
$
117,095

Proceeds from long-term borrowings
247

 
4,337

 
4,584

Proceeds from asset-backed long-term borrowings

 
1,716

 
1,716

Repayments of long-term borrowings and capital leases obligations
(517
)
 
(6,051
)
 
(6,568
)
Repayments of asset-backed long-term borrowings
(1,689
)
 
(311
)
 
(2,000
)
   Decrease in short-term obligations, excluding current maturities
(210
)
 

 
(210
)
Reclassifications of long-term debt
3,508

 
(3,508
)
 

Other
674

 
(651
)
 
23

Balance at June 30, 2018
$
5,466

 
$
109,174

 
$
114,640


March Tender Offers
In March 2018, we conducted tender offers for 13 series of notes issued by Verizon with coupon rates ranging from 1.750% to 5.012% and maturity dates ranging from 2021 to 2055 (March Tender Offers). In connection with the March Tender Offers, we purchased $2.9 billion aggregate principal amount of Verizon notes for total cash consideration of $2.8 billion. In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase. In connection with the March Tender Offers, we recorded an early debt redemption loss of $0.2 billion which is included in Other income (expense), net in our condensed consolidated statement of income for the six months ended June 30, 2018.

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

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

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

Subsequent to June 30, 2018, we repurchased approximately $0.6 billion of debt principal.

20



Commercial Paper Program
As of June 30, 2018, we had $0.3 billion of commercial paper outstanding.

Asset-Backed Debt
As of June 30, 2018, the carrying value of our asset-backed debt was $8.6 billion. Our asset-backed debt includes notes (the Asset-Backed Notes) issued to third-party investors (Investors) and loans (ABS Financing Facilities) received from banks and their conduit facilities (collectively, the Banks). Our consolidated asset-backed debt bankruptcy remote legal entities (each, an ABS Entity or collectively, the ABS Entities) issue the debt or are otherwise party to the transaction documentation in connection with our asset-backed debt transactions. Under the terms of our asset-backed debt, we transfer device payment plan agreement receivables from Cellco Partnership and certain other affiliates of Verizon (collectively, the Originators) to one of the ABS Entities, which in turn transfers such receivables to another ABS Entity that issues the debt. Verizon entities retain the equity interests in the ABS Entities, which represent the rights to all funds not needed to make required payments on the asset-backed debt and other related payments and expenses.

Our asset-backed debt is secured by the transferred device payment plan agreement receivables and future collections on such receivables. The device payment plan agreement receivables transferred to the ABS Entities and related assets, consisting primarily of restricted cash, will only be available for payment of asset-backed debt and expenses related thereto, payments to the Originators in respect of additional transfers of device payment plan agreement receivables, and other obligations arising from our asset-backed debt transactions, and will not be available to pay other obligations or claims of Verizon’s creditors until the associated asset-backed debt and other obligations are satisfied. The Investors or Banks, as applicable, which hold our asset-backed debt have legal recourse to the assets securing the debt, but do not have any recourse to Verizon with respect to the payment of principal and interest on the debt. Under a parent support agreement, Verizon has agreed to guarantee certain of the payment obligations of Cellco Partnership and the Originators to the ABS Entities.

Cash collections on the device payment plan agreement receivables collateralizing asset backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.

Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued and the assets securing this debt are included in our condensed consolidated balance sheets.

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

Under the terms of the Asset-Backed Notes, there is a two-year revolving period during which we may transfer additional receivables to the ABS Entity.

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

In June 2018, we prepaid $2.0 billion of the loans made under the ABS Financing Facility we entered into in September 2016 with a number of financial institutions (2016 ABS Financing Facility). Under these loan agreements, we have the right to prepay all or a portion of the advances at any time without penalty, but in certain cases, with breakage costs. If we choose to prepay, the amount prepaid shall be available for further drawdowns until September 2018, except in certain circumstances. There is a two year revolving period, beginning from September 2016, which may be extended, during which we may transfer additional receivables to the ABS Entity. Subject to certain conditions, we may also remove receivables from the ABS Entity. As a result of our prepayments of $2.0 billion in June 2018 and $0.4 billion in December 2017, $2.4 billion is available for further drawdowns. As of June 30, 2018, aggregate outstanding borrowings under the 2016 ABS Financing Facility were $0.4 billion.


21


Variable Interest Entities (VIEs)
The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore, the assets, liabilities and activities of the ABS Entities are consolidated in our financial results and are included in amounts presented on the face of our condensed consolidated balance sheets.

The assets and liabilities related to our asset-backed debt arrangements included in our condensed consolidated balance sheets were as follows:
 
At June 30,

 
At December 31,

(dollars in millions)
2018

 
2017

Assets
 
 
 
Account receivable, net
$
9,077

 
$
8,101

Prepaid expenses and other
807

 
636

Other assets
3,426

 
2,680

 
 
 
 
Liabilities
 
 
 
Accounts payable and accrued liabilities
8

 
5

Short-term portion of long-term debt
2,734

 
1,932

Long-term debt
5,876

 
6,955


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

Credit Facilities
In April 2018, we amended our $9.0 billion credit facility to increase the capacity to $9.5 billion and extend its maturity to April 4, 2022. As of June 30, 2018, the unused borrowing capacity under our $9.5 billion credit facility was approximately $9.4 billion. The credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. We use the credit facility for the issuance of letters of credit and for general corporate purposes.

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

In July 2017, we entered into equipment credit facilities insured by various export credit agencies providing us with the ability to borrow up to $4.0 billion to finance equipment-related purchases. The facilities have borrowings available through October 2019, contingent upon the amount of eligible equipment-related purchases that we make. During the six months ended June 30, 2018, we drew down $1.7 billion from these facilities, which remained outstanding as of June 30, 2018.

Non-Cash Transaction
During the six months ended June 30, 2018 we financed, primarily through alternative financing arrangements, the purchase of approximately $0.9 billion of long-lived assets consisting primarily of network equipment. During the six months ended June 30, 2017 we financed, primarily through alternative financing arrangements, the purchase of approximately $0.2 billion of long-lived assets consisting primarily of network equipment. At June 30, 2018 and 2017, $1.4 billion and $1.2 billion, respectively, relating to these financing arrangements, including those entered into in prior years and liabilities assumed through acquisitions, remained outstanding. These purchases are non-cash financing activities and therefore are not reflected within Capital expenditures in our condensed consolidated statements of cash flows.

Guarantees
We guarantee the debentures of our operating telephone company subsidiaries. As of June 30, 2018, $0.8 billion aggregate principal amount of these obligations remained outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including as a result of the operating telephone company no longer being a wholly-owned subsidiary of Verizon.

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


22


6.
Wireless Device Payment Plans

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

Wireless Device Payment Plan Agreement Receivables
The following table displays device payment plan agreement receivables, net, that continue to be recognized in our condensed consolidated balance sheets:
 
At June 30,

 
At December 31,

(dollars in millions)
2018

 
2017

Device payment plan agreement receivables, gross
$
17,585

 
$
17,770

Unamortized imputed interest
(594
)
 
(821
)
Device payment plan agreement receivables, net of unamortized imputed interest
16,991

 
16,949

Allowance for credit losses
(754
)
 
(848
)
Device payment plan agreement receivables, net
$
16,237

 
$
16,101

 
 
 
 
Classified in our condensed consolidated balance sheets:
 
 
 
Accounts receivable, net
$
11,355

 
$
11,064

Other assets
4,882

 
5,037

Device payment plan agreement receivables, net
$
16,237

 
$
16,101


Included in our device payment plan agreement receivables, net at June 30, 2018, are net device payment plan agreement receivables of $12.4 billion that have been transferred to ABS Entities and continue to be reported in our condensed consolidated balance sheet. See Note 5 for additional information.

We may offer certain promotions that allow a customer to trade in their owned device in connection with the purchase of a new device. Under these types of promotions, the customer receives a credit for the value of the trade-in device. In addition, we may provide the customer with additional future credits that will be applied against the customer’s monthly bill as long as service is maintained. We recognize a liability for the trade-in device measured at fair value, which is determined by considering several factors, including the weighted-average selling prices obtained in recent resales of similar devices eligible for trade-in. Future credits are recognized when earned by the customer. Device payment plan agreement receivables, net does not reflect the trade-in device liability. At June 30, 2018, the amount of trade-in liability was insignificant.

From time to time, we offer certain marketing promotions that allow our customers to upgrade to a new device after paying down a certain specified portion of the required device payment plan agreement amount as well as trading in their device in good working order. When a customer enters into a device payment plan agreement with the right to upgrade to a new device, we account for this trade-in right as a guarantee obligation.

For Wireless indirect channel contracts with customers, we impute risk adjusted interest on the device payment plan agreement receivables. We record the imputed interest as a reduction to the related accounts receivable. Interest income, which is included within Service revenues and other in our condensed consolidated statements of income, is recognized over the financed device payment term. See Note 2 for additional information on financing considerations with respect to Wireless direct channel contracts with customers.

When originating device payment plan agreements, we use internal and external data sources to create a credit risk score to measure the credit quality of a customer and to determine eligibility for the device payment program. If a customer is either new to Verizon Wireless or has less than 210 days of customer tenure with Verizon Wireless (a new customer), the credit decision process relies more heavily on external data sources. If the customer has 210 days or more of customer tenure with Verizon Wireless (an existing customer), the credit decision process relies on internal data sources. Verizon Wireless’ experience has been that the payment attributes of longer tenured customers are highly predictive for estimating their ability to pay in the future. External data sources include obtaining a credit report from a national consumer credit reporting agency, if available. Verizon Wireless uses its internal data and/or credit data obtained from the credit reporting agencies to create a custom credit risk score. The custom credit risk score is generated automatically (except with respect to a small number of applications where the information needs manual intervention) from the applicant’s credit data using Verizon Wireless’ proprietary custom credit models, which are empirically derived, demonstrably and statistically sound. The credit risk score measures the likelihood that the potential customer will become severely delinquent and be disconnected for non-payment. For a small portion of new customer applications, a traditional credit report is not available from one of the national credit reporting agencies because the potential customer does not have sufficient credit history. In those instances, alternate credit data is used for the risk assessment.

Based on the custom credit risk score, we assign each customer to a credit class, each of which has a specified required down payment percentage, which ranges from zero to 100%, and specified credit limits. Device payment plan agreement receivables originated from customers assigned

23


to credit classes requiring no down payment represent the lowest risk. Device payment plan agreement receivables originated from customers assigned to credit classes requiring a down payment represent a higher risk.

Subsequent to origination, Verizon Wireless monitors delinquency and write-off experience as key credit quality indicators for its portfolio of device payment plan agreements and fixed-term service plans. The extent of our collection efforts with respect to a particular customer are based on the results of proprietary custom empirically derived internal behavioral scoring models that analyze the customer’s past performance to predict the likelihood of the customer falling further delinquent. These customer scoring models assess a number of variables, including origination characteristics, customer account history and payment patterns. Based on the score derived from these models, accounts are grouped by risk category to determine the collection strategy to be applied to such accounts. We continuously monitor collection performance results and the credit quality of our device payment plan agreement receivables based on a variety of metrics, including aging. Verizon Wireless considers an account to be delinquent and in default status if there are unpaid charges remaining on the account on the day after the bill’s due date.

The balance and aging of the device payment plan agreement receivables on a gross basis were as follows: 
 
At June 30,

 
At December 31,

(dollars in millions)
2018

 
2017

Unbilled
$
16,393

 
$
16,591

Billed:
 
 
 
Current
973

 
975

Past due
219

 
204

Device payment plan agreement receivables, gross
$
17,585

 
$
17,770


Activity in the allowance for credit losses for the device payment plan agreement receivables was as follows:
(dollars in millions)
2018

 
2017

Balance at January 1,
$
848

 
$
688

Bad debt expense
237

 
315

Write-offs
(331
)
 
(288
)
Balance at June 30,
$
754

 
$
715


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

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

Collections following the repurchase of receivables were insignificant and $0.2 billion during the three and six months ended June 30, 2018, respectively, and an insignificant amount during the three and six months ended June 30, 2017. Collections of deferred purchase price were $0.3 billion and $0.6 billion during the three and six months ended June 30, 2017, respectively. These collections were recorded in Cash Flows used in investing activities in our condensed consolidated statements of cash flows.

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

During the six months ended June 30, 2017, under the RPA, the Sellers’ sole business consisted of the acquisition of the receivables from Cellco Partnership and certain other affiliates of Verizon and the resale of the receivables to the Purchasers. The assets of the Sellers were not available to be used to satisfy obligations of any Verizon entities other than the Sellers. We determined that the Sellers were VIEs as they lacked sufficient equity to finance their activities. Given that we had the power to direct the activities of the Sellers that most significantly impacted the Sellers’ economic performance, we were deemed to be the primary beneficiary of the Sellers. As a result, we consolidated the assets and liabilities of the Sellers into our condensed consolidated financial statements.


24


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

In addition, we had continuing involvement related to the sold receivables as we were responsible for absorbing additional credit losses pursuant to the agreements. Credit losses on receivables sold were insignificant during the six months ended June 30, 2017.

7.
Fair Value Measurements

Recurring Fair Value Measurements
The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2018:
(dollars in millions)
Level 1(1)

 
Level 2(2)

 
Level 3(3)

 
Total

Assets:
 
 
 
 
 
 
 
Other assets:
 
 
 
 
 
 
 
Equity securities
$
37

 
$

 
$

 
$
37

Fixed income securities
5

 
372

 

 
377

Cross currency swaps

 
472

 

 
472

Interest rate caps

 
19

 

 
19

Total
$
42

 
$
863

 
$

 
$
905

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Other liabilities:
 
 
 
 
 
 
 
Interest rate swaps
$

 
$
1,053

 
$

 
$
1,053

Cross currency swaps

 
63

 

 
63

Interest rate caps

 
5

 

 
5

Total
$

 
$
1,121

 
$

 
$
1,121


The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2017:
(dollars in millions)
Level 1(1)

 
Level 2(2)

 
Level 3(3)

 
Total

Assets:
 
 
 
 
 
 
 
Other assets:
 
 
 
 
 
 
 
Equity securities
$
74

 
$

 
$

 
$
74

Fixed income securities

 
366

 

 
366

Interest rate swaps

 
54

 

 
54

Cross currency swaps

 
450

 

 
450

Interest rate caps

 
6

 

 
6

Total
$
74

 
$
876

 
$

 
$
950

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Other liabilities:
 
 
 
 
 
 
 
Interest rate swaps
$

 
$
413

 
$

 
$
413

Cross currency swaps

 
46

 

 
46

Total
$

 
$
459

 
$

 
$
459

 
(1) 
Quoted prices in active markets for identical assets or liabilities
(2) 
Observable inputs other than quoted prices in active markets for identical assets and liabilities
(3) 
Unobservable pricing inputs in the market

Equity securities measured at fair value on a recurring basis consist of investments in common stock of domestic and international corporations measured using quoted prices in active markets. These equity securities exclude certain of our equity investments, which were previously accounted for under the cost method, as they do not have readily determinable fair values. Accordingly, the value of these investments beginning January 1, 2018 has been measured using a quantitative approach under the practicability exception offered by ASU 2016-01. See Note 1 for additional information. As of June 30, 2018, the carrying amount of our investments without readily determinable fair values was $0.3 billion. During the three and six months ended June 30, 2018, there were insignificant adjustments due to observable price changes and we recognized an insignificant impairment charge.

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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 the majority of our U.S. Treasury securities, therefore these securities are classified as Level 1. For fixed income securities that do not have quoted prices in active markets, we use alternative matrix pricing resulting in these debt securities being classified as Level 2.

Derivative contracts are valued using models based on readily observable market parameters for all substantial terms of our derivative contracts and thus are classified within Level 2. We use mid-market pricing for fair value measurements of our derivative instruments. Our derivative instruments are recorded on a gross basis.

We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 1 and Level 2 during both the six months ended June 30, 2018 and 2017.

Fair Value of Short-term and Long-term Debt
The fair value of our debt is determined using various methods, including quoted prices for identical terms and maturities, which is a Level 1 measurement, as well as quoted prices for similar terms and maturities in inactive markets and future cash flows discounted at current rates, which are Level 2 measurements. The fair value of our short-term and long-term debt, excluding capital leases, was as follows:
 
At June 30,
 
 
At December 31,
 
 
2018
 
 
2017
 
(dollars in millions)
Carrying
Amount

 
Fair Value

 
Carrying
Amount

 
Fair
Value 

Short- and long-term debt, excluding capital leases
$
113,695

 
$
119,760

 
$
116,075

 
$
128,658


Derivative Instruments
The following table sets forth the notional amounts of our outstanding derivative instruments:
 
At June 30,

 
At December 31,

 
2018

 
2017

(dollars in millions)
Notional Amount

 
Notional Amount 

Interest rate swaps
$
19,835

 
$
20,173

Cross currency swaps
16,638

 
16,638

Interest rate caps
2,840

 
2,840


Interest Rate Swaps
We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates based on LIBOR, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. We record the interest rate swaps at fair value in our condensed consolidated balance sheets as assets and liabilities. Changes in the fair value of the interest rate swaps are recorded to Interest expense, which are offset by changes in the fair value of the hedged debt due to changes in interest rates.

During the second quarter of 2018, we entered into interest rate swaps with a total notional value of $0.7 billion and settled interest rate swaps with a total notional value of $1.1 billion.

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

The following amounts were recorded in Long-term debt in our condensed consolidated balance sheets related to cumulative basis adjustments for fair value hedges:
 
At June 30,

 
At December 31,

(dollars in millions)
2018

 
2017

Carrying amount of hedged liabilities
$
18,685

 
$
19,723

Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities
(1,005
)
 
(316
)

Cross Currency Swaps
We have entered into cross currency swaps designated as cash flow hedges to exchange our British Pound Sterling, Euro, Swiss Franc and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses.

During the three and six months ended June 30, 2018, a pre-tax loss of $1.1 billion and an insignificant pre-tax gain, respectively, were recognized in Other comprehensive loss. During the three and six months end June 30, 2017, pre-tax gains of $0.4 billion and $0.5 billion, respectively,

26


were recognized in Other comprehensive loss. A portion of the gains recognized in Other comprehensive loss was reclassified to Other income (expense), net to offset the related pre-tax foreign currency transaction gain or loss on the underlying hedged item.

Forward Starting Interest Rate Swaps
In order to manage our exposure to interest rate changes on future forecasted transactions, during the third quarter of 2018, we entered into forward starting interest rate swaps with a total notional value of $3.0 billion. We designated these contracts as cash flow hedges.

Net Investment Hedges
We have designated certain foreign currency instruments as net investment hedges to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. The notional amount of the Euro-denominated debt as a net investment hedge was $0.8 billion and $0.9 billion at June 30, 2018 and December 31, 2017, respectively.

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

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

Concentrations of Credit Risk
Financial instruments that subject us to concentrations of credit risk consist primarily of temporary cash investments, short-term and long-term investments, trade receivables, including device payment plan agreement receivables, certain notes receivable, including lease receivables, and derivative contracts.

Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (ISDA master agreements) and credit support annex agreements (CSAs) which provide rules for collateral exchange. Our CSAs entered into prior to the fourth quarter of 2017 generally require collateralized arrangements with our counterparties in connection with uncleared derivatives. During the first quarter of 2017, we paid an insignificant amount of cash to extend amendments to certain of our collateral exchange arrangements, which eliminated the requirement to post collateral for a specified period of time. During the fourth quarter of 2017, we began negotiating and executing new ISDA master agreements and CSAs with our counterparties. The newly executed CSAs contain rating based thresholds such that we or our counterparties may be required to hold or post collateral based upon changes in outstanding positions as compared to established thresholds and changes in credit ratings. At June 30, 2018, we posted collateral of approximately $0.1 billion related to derivative contracts under collateral exchange arrangements, which were recorded as Prepaid expenses and other in our condensed consolidated balance sheet. We did not post any collateral at December 31, 2017. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk remote and do not expect that any such nonperformance would result in a significant effect on our results of operations or financial condition due to our diversified pool of counterparties.
 
8.
Employee Benefits

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


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Net Periodic Benefit Cost (Income)
The following table summarizes the components of net periodic benefit cost (income) related to our pension and postretirement health care and life insurance plans:
 
(dollars in millions)
 
 
Pension
 
Health Care and Life
 
Three Months Ended June 30,
2018

 
2017