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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

  (Mark one)    
  x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  
    OF THE SECURITIES EXCHANGE ACT OF 1934  
    For the quarterly period ended June 30, 2014  
   

 

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.)

140 West Street

New York, New York

  10007
(Address of principal executive offices)   (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x   Yes     ¨   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes     ¨   No

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

Large accelerated filer

 

x

  

Accelerated filer

 

¨

Non-accelerated filer

 

¨   (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

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

At June 30, 2014, 4,145,232,133 shares of the registrant’s common stock were outstanding, after deducting 97,142,107 shares held in treasury.

 

 

 


Table of Contents
Table of Contents

 

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

Condensed Consolidated Statements of Income

Three and six months ended June 30, 2014 and 2013

     2   
 

Condensed Consolidated Statements of Comprehensive Income

Three and six months ended June 30, 2014 and 2013

     3   
 

Condensed Consolidated Balance Sheets

At June 30, 2014 and December 31, 2013

     4   
 

Condensed Consolidated Statements of Cash Flows

Six months ended June 30, 2014 and 2013

     5   
 

Notes to Condensed Consolidated Financial Statements

     6   
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations      22   
Item 3.   Quantitative and Qualitative Disclosures About Market Risk      47   
Item 4.   Controls and Procedures      47   
PART II – OTHER INFORMATION   
Item 1.   Legal Proceedings      47   
Item 1A.   Risk Factors      48   
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      48   
Item 6.   Exhibits      49   
Signature      50   
Certifications   


Table of Contents
Part I - Financial Information

Item 1. Financial Statements

Condensed Consolidated Statements of Income

Verizon Communications Inc. and Subsidiaries

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(dollars in millions, except per share amounts) (unaudited)    2014     2013     2014     2013  

Operating Revenues

   $   31,483     $   29,786     $   62,301     $   59,206  

Operating Expenses

        

Cost of services and sales (exclusive of items shown below)

     12,087       11,033       23,276       21,965  

Selling, general and administrative expense

     7,550       8,047       15,882       16,195  

Depreciation and amortization expense

     4,161       4,151       8,298       8,269  
  

 

 

 

Total Operating Expenses

     23,798       23,231       47,456       46,429  

Operating Income

     7,685       6,555       14,845       12,777  

Equity in earnings (losses) of unconsolidated businesses

     (43     120       1,859       115  

Other income and (expense), net

     66       25       (828     64  

Interest expense

     (1,164     (514     (2,378     (1,051
  

 

 

 

Income Before Provision For Income Taxes

     6,544       6,186       13,498       11,905  

Provision for income taxes

     (2,220     (988     (3,188     (1,852
  

 

 

 

Net Income

   $ 4,324     $ 5,198     $ 10,310     $ 10,053  
  

 

 

 

Net income attributable to noncontrolling interests

   $ 110     $ 2,952     $ 2,149     $ 5,855  

Net income attributable to Verizon

     4,214       2,246       8,161       4,198  
  

 

 

 

Net Income

   $ 4,324     $ 5,198     $ 10,310     $ 10,053  
  

 

 

 

Basic Earnings Per Common Share

        

Net income attributable to Verizon

   $ 1.02      $ .78     $ 2.15      $ 1.46  

Weighted-average shares outstanding (in millions)

     4,147        2,865       3,789        2,866  

Diluted Earnings Per Common Share

        

Net income attributable to Verizon

   $ 1.01      $ .78     $ 2.15      $ 1.46  

Weighted-average shares outstanding (in millions)

     4,153        2,872       3,795        2,873  

Dividends declared per common share

   $ 0.530     $ 0.515     $ 1.060     $ 1.030  

See Notes to Condensed Consolidated Financial Statements

 

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Condensed Consolidated Statements of Comprehensive Income

Verizon Communications Inc. and Subsidiaries

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(dollars in millions) (unaudited)    2014     2013     2014     2013  

Net Income

   $   4,324     $   5,198     $   10,310     $   10,053  

Other comprehensive loss, net of taxes

        

Foreign currency translation adjustments

     9       12       (940     (136

Unrealized loss on cash flow hedges

     (81     (12     (164     (18

Unrealized gain (loss) on marketable securities

     11       (26     12       (15

Defined benefit pension and postretirement plans

     (41     (36     (78     (72
  

 

 

 

Other comprehensive loss attributable to Verizon

     (102     (62     (1,170     (241

Other comprehensive loss attributable to noncontrolling interests

            (3     (23     (15
  

 

 

 

Total Comprehensive Income

   $ 4,222     $ 5,133     $ 9,117     $ 9,797  
  

 

 

 

Comprehensive income attributable to noncontrolling interests

   $ 110     $ 2,949     $ 2,126     $ 5,840  

Comprehensive income attributable to Verizon

     4,112       2,184       6,991       3,957  
  

 

 

 

Total Comprehensive Income

   $ 4,222     $ 5,133     $ 9,117     $ 9,797  
  

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Condensed Consolidated Balance Sheets

Verizon Communications Inc. and Subsidiaries

 

(dollars in millions, except per share amounts) (unaudited)    At June 30,
2014
    At December 31,
2013
 

Assets

    

Current assets

    

Cash and cash equivalents

   $ 5,776     $ 53,528  

Short-term investments

     648       601  

Accounts receivable, net of allowances of $628 and $645

     12,966       12,439  

Inventories

     1,073       1,020  

Prepaid expenses and other

     2,424       3,406  
  

 

 

 

Total current assets

     22,887       70,994  
  

 

 

 

Plant, property and equipment

     227,475       220,865  

Less accumulated depreciation

     137,763       131,909  
  

 

 

 
     89,712       88,956  
  

 

 

 

Investments in unconsolidated businesses

     852       3,432  

Wireless licenses

     75,270       75,747  

Goodwill

     24,663       24,634  

Other intangible assets, net

     5,781       5,800  

Other assets

     5,262       4,535  
  

 

 

 

Total assets

   $   224,427     $   274,098  
  

 

 

 

Liabilities and Equity

    

Current liabilities

    

Debt maturing within one year

   $ 2,283     $ 3,933  

Accounts payable and accrued liabilities

     16,521       16,453  

Other

     7,689       6,664  
  

 

 

 

Total current liabilities

     26,493       27,050  
  

 

 

 

Long-term debt

     107,696       89,658  

Employee benefit obligations

     26,342       27,682  

Deferred income taxes

     42,027       28,639  

Other liabilities

     5,857       5,653  

Equity

    

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

            

Common stock ($.10 par value; 4,242,374,240 and 2,967,610,119 shares
issued in each period, respectively)

     424       297  

Contributed capital

     11,038       37,939  

Reinvested earnings

     5,551       1,782  

Accumulated other comprehensive income

     1,188       2,358  

Common stock in treasury, at cost

     (3,638     (3,961

Deferred compensation – employee stock ownership plans and other

     338       421  

Noncontrolling interests

     1,111       56,580  
  

 

 

 

Total equity

     16,012       95,416  
  

 

 

 

Total liabilities and equity

   $ 224,427     $ 274,098  
  

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Condensed Consolidated Statements of Cash Flows

Verizon Communications Inc. and Subsidiaries

 

     Six Months Ended
June 30,
 
(dollars in millions) (unaudited)    2014     2013  

Cash Flows from Operating Activities

    

Net Income

   $ 10,310     $ 10,053  

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

    

Depreciation and amortization expense

     8,298       8,269  

Employee retirement benefits

     562       354  

Deferred income taxes

     253       1,812  

Provision for uncollectible accounts

     473       507  

Equity in earnings of unconsolidated businesses, net of dividends received

     (1,841     (95

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

     (847     (1,660

Other, net

     (2,404     (2,092
  

 

 

 

Net cash provided by operating activities

     14,804       17,148  
  

 

 

 

Cash Flows from Investing Activities

    

Capital expenditures (including capitalized software)

     (8,494     (7,616

Acquisitions of investments and businesses, net of cash acquired

     (179     (76

Acquisitions of wireless licenses

     (271     (264

Proceeds from dispositions of wireless licenses

     2,367        

Other, net

     231       121  
  

 

 

 

Net cash used in investing activities

     (6,346     (7,835
  

 

 

 

Cash Flows from Financing Activities

    

Proceeds from long-term borrowings

     20,245       499  

Repayments of long-term borrowings and capital lease obligations

     (11,317     (2,330

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

     279       (432

Dividends paid

     (3,583     (2,946

Proceeds from sale of common stock

     34       74  

Purchase of common stock for treasury

           (153

Special distribution to noncontrolling interest

           (3,150

Acquisition of noncontrolling interest

     (58,886      

Other, net

     (2,982     (2,180
  

 

 

 

Net cash used in financing activities

     (56,210     (10,618
  

 

 

 

Decrease in cash and cash equivalents

         (47,752)            (1,305)   

Cash and cash equivalents, beginning of period

     53,528       3,093  
  

 

 

 

Cash and cash equivalents, end of period

   $ 5,776     $ 1,788  
  

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Notes to Condensed Consolidated Financial Statements

Verizon Communications Inc. and Subsidiaries

(Unaudited)

 

1.

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared based upon Securities and Exchange Commission rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, you should refer to the financial statements included in the Verizon Communications Inc. (Verizon or the Company) Annual Report on Form 10-K for the year ended December 31, 2013. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. We have reclassified certain prior year amounts to conform to the current year presentation. Effective January 1, 2014, we have also reclassified the results of certain businesses, such as development stage businesses that support our strategic initiatives, from our Wireline segment to Corporate, eliminations and other. The impact of this reclassification was not material to our condensed consolidated financial statements.

Revenue Recognition

We offer new and existing customers the option to participate in Verizon Edge, a program that provides eligible wireless customers with the ability to pay for handsets under an equipment installment plan. Under the Verizon Edge program, customers have the right to upgrade their handset after a minimum of 30 days, subject to certain conditions, including making a stated portion of the required device payments, trading in their handset in good working condition and signing a new contract with Verizon. Upon upgrade, the outstanding balance of the equipment installment plan is exchanged for the used handset. This trade-in right is accounted for as a guarantee obligation.

Verizon Edge is a multiple-element arrangement typically consisting of the trade-in right, handset and monthly wireless service. At the inception of the arrangement, the amount allocable to the delivered units of accounting is limited to the amount that is not contingent upon the delivery of the monthly wireless service (the noncontingent amount). The full amount of the trade-in right’s fair value (not an allocated value) will be recognized as the guarantee liability and the remaining allocable consideration will be allocated to the handset. The value of the guarantee liability effectively results in a reduction to revenue recognized for the sale of the handset. The guarantee liability is measured at fair value upon initial recognition based on assumptions lacking observable pricing inputs including the probability and timing of the customer upgrading to a new phone, the customer’s estimated remaining installment balance at the time of trade-in and the estimated fair value of the phone at the time of trade-in and therefore is classified within Level 3 of the fair value hierarchy. When the customer trades-in their used phone, the handset received is recorded to inventory and measured as the difference between the remaining equipment installment plan balance at the time of trade-in and the guarantee liability. The guarantee liability may increase after initial recognition as a result of changes in facts or assumptions and we will account for any increase in the guarantee liability with a corresponding decrease to revenue. The subsequent derecognition of the guarantee liability occurs when the guarantor is released from risk, which will occur at the earlier of the time the trade-in right is exercised or expires.

Leasing Arrangements

At each reporting period, we monitor the credit quality of the various lessees in our portfolios. Regarding the leveraged lease portfolio, we use external credit reports where available and where not available we use internally developed indicators. These indicators or internal credit risk grades factor historic loss experience, the value of the underlying collateral, delinquency trends, and industry and general economic conditions. The credit quality of our lessees primarily varies from AAA to CCC+. For each reporting period the leveraged leases within the portfolio are reviewed for indicators of impairment where it is probable the rent due according to the contractual terms of the lease will not be collected. All significant accounts, individually or in the aggregate, are current and none are classified as impaired.

Earnings Per Common Share

There were a total of approximately 6 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for the three and six months ended June 30, 2014, respectively. There were a total of approximately 7 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, 2013, respectively. There were no outstanding options to purchase shares that would have been anti-dilutive for the three months ended June 30, 2014 and 2013, respectively. Outstanding options to purchase shares that were not included in the computation of diluted earnings per common share, because to do so would have been anti-dilutive for the period, were not significant for the six months ended June 30, 2014 and 2013, respectively.

 

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Recently Adopted Accounting Standards

During the first quarter of 2014, we adopted the accounting standard update relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The standard update provides that a liability related to an unrecognized tax benefit should be offset against same jurisdiction deferred tax assets for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The adoption of this standard update did not have a significant impact on our condensed consolidated financial statements.

Recent Accounting Standards

In April 2014, the accounting standard update related to the reporting of discontinued operations and disclosures of disposals of components of an entity was issued. This standard update changes the criteria for reporting discontinued operations and enhances convergence of the reporting requirements for discontinued operations. As a result of this standard update, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. This standard update is effective as of the first quarter of 2015, however, earlier adoption is permitted.

In May 2014, the accounting standard update related to the recognition of revenue from contracts with customers was issued. This standard update clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards. The standard update intends to provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; and provide more useful information to users of financial statements through improved disclosure requirements. Upon adoption of this standard update, we expect that the allocation and timing of revenue recognition will be impacted. We expect to adopt this standard update during the first quarter of 2017. We are currently evaluating the impact that this standard update will have on our condensed consolidated financial statements.

In June 2014, the accounting standard update related to the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period was issued. The standard update resolves the diverse accounting treatment for these share-based payments by requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. We will adopt this standard update during the first quarter of 2016. We are currently evaluating the impact that this standard update will have on our condensed consolidated financial statements.

 

2.

Acquisitions and Divestitures

 

Wireless

Wireless Transaction

On September 2, 2013, Verizon entered into a stock purchase agreement (the Stock Purchase Agreement) with Vodafone Group Plc (Vodafone) and Vodafone 4 Limited (Seller), pursuant to which Verizon agreed to acquire Vodafone’s indirect 45% interest in Cellco Partnership d/b/a Verizon Wireless (the Partnership, and such interest, the Vodafone Interest) for aggregate consideration of approximately $130 billion.

On February 21, 2014, pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, Verizon acquired (the Wireless Transaction) from Seller all of the issued and outstanding capital stock (the Transferred Shares) of Vodafone Americas Finance 1 Inc., a subsidiary of Seller (VF1 Inc.), which indirectly through certain subsidiaries (together with VF1 Inc., the Purchased Entities) owned the Vodafone Interest. In consideration for the Transferred Shares, upon completion of the Wireless Transaction, Verizon (i) paid approximately $58.89 billion in cash, (ii) issued approximately 1.27 billion shares of Verizon’s common stock, par value $0.10 per share (the Stock Consideration), which was valued at approximately $61.3 billion at the closing of the Wireless Transaction, (iii) issued senior unsecured Verizon notes in an aggregate principal amount of $5.0 billion (the Verizon Notes), (iv) sold Verizon’s indirectly owned 23.1% interest in Vodafone Omnitel N.V. (Omnitel, and such interest, the Omnitel Interest), valued at $3.5 billion and (v) provided other consideration, which included the assumption of preferred stock valued at approximately $1.7 billion. The total cash paid to Vodafone and the other costs of the Wireless Transaction, including financing, legal and bank fees, were financed through the incurrence of third-party indebtedness. See Note 4 for additional information.

In accordance with the accounting standard on consolidation, a change in a parent’s ownership interest while the parent retains a controlling financial interest in its subsidiary is accounted for as an equity transaction and remeasurement of assets and liabilities of previously controlled and consolidated subsidiaries is not permitted. As a result, we accounted for the Wireless Transaction by

 

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adjusting the carrying amount of the noncontrolling interest to reflect the change in Verizon’s ownership interest in the Partnership. Any difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted has been recognized in equity attributable to Verizon.

Omnitel Transaction

On February 21, 2014, Verizon and Vodafone also consummated the sale of the Omnitel Interest (the Omnitel Transaction) by a subsidiary of Verizon to a subsidiary of Vodafone in connection with the Wireless Transaction pursuant to a separate share purchase agreement. As a result, during the six months ended June 30, 2014, we recognized a pre-tax gain of $1.9 billion on the disposal of the Omnitel interest in Equity in earnings (losses) of unconsolidated businesses on our condensed consolidated statement of income.

Verizon Notes

The Verizon Notes were issued to Vodafone pursuant to Verizon’s existing indenture. The Verizon Notes were issued in two separate series, with $2.5 billion due February 21, 2022 (the eight-year Verizon Notes) and $2.5 billion due February 21, 2025 (the eleven-year Verizon Notes). The Verizon Notes bear interest at a floating rate, which will be reset quarterly, with interest payable quarterly in arrears, beginning May 21, 2014. The eight-year Verizon Notes bear interest at a floating rate equal to three-month London Interbank Offered Rate (LIBOR), plus 1.222%, and the eleven-year Verizon Notes bear interest at a floating rate equal to three-month LIBOR, plus 1.372%. The indenture that governs the Verizon Notes contains certain negative covenants, including a negative pledge covenant and a merger or similar transaction covenant, affirmative covenants and events of default that are customary for companies maintaining an investment grade credit rating. An event of default for either series of the Verizon Notes may result in acceleration of the entire principal amount of all debt securities of that series. Beginning two years after the closing of the Wireless Transaction, Verizon may redeem all or any portion of the outstanding Verizon Notes held by Vodafone or any of its affiliates for a redemption price of 100% of the principal amount plus accrued and unpaid interest. The Verizon Notes may only be transferred by Vodafone to third parties in specified amounts during specified periods, commencing January 1, 2017. Any Verizon Notes held by third parties will not be redeemable by Verizon prior to their maturity dates. Verizon has agreed to file a registration statement with respect to the Verizon Notes at least three months prior to the Verizon Notes becoming transferable.

Other Consideration

Included in the other consideration provided to Vodafone is the indirect assumption of long-term obligations with respect to 5.143% Class D and Class E cumulative preferred stock (Preferred Stock) issued by one of the Purchased Entities. Both the Class D shares (825,000 shares outstanding) and Class E shares (825,000 shares outstanding) are mandatorily redeemable in April 2020 at $1,000 per share plus any accrued and unpaid dividends. Dividends accrue at 5.143% per annum and will be treated as interest expense. Both the Class D and Class E shares have been classified as liability instruments and were recorded at fair value as determined at the closing of the Wireless Transaction.

Deferred Tax Liabilities

Certain deferred taxes directly attributable to the Wireless Transaction have been calculated based on an analysis of taxes attributable to the difference between the tax basis of the investment in the noncontrolling interest that is assumed compared to Verizon’s book basis. As a result, Verizon recorded a deferred tax liability of approximately $13.5 billion.

Spectrum License Transactions

During the second quarter of 2014, we completed license exchange transactions with T-Mobile USA, Inc. (T-Mobile USA) to exchange certain Advanced Wireless Services (AWS) and Personal Communication Services (PCS) licenses. The exchange included a number of swaps that we expect will result in more efficient use of the AWS and PCS bands. As a result of these exchanges, we received $0.9 billion of AWS and PCS spectrum licenses at fair value and we recorded an immaterial gain.

During the second quarter of 2014, we completed transactions pursuant to two additional agreements with T-Mobile USA with respect to our remaining 700 MHz A block spectrum licenses. Under one agreement, we sold certain of these licenses to T-Mobile USA in exchange for cash consideration of approximately $2.4 billion, and under the second agreement we exchanged the remainder of our 700 MHz A block spectrum licenses as well as AWS and PCS spectrum licenses for AWS and PCS spectrum licenses. As a result, we received $1.6 billion of AWS and PCS spectrum licenses at fair value and we recorded a pre-tax gain of approximately $0.7 billion in Selling, general and administrative expense on our condensed consolidated statements of income for the three and six months ended June 30, 2014.

 

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During the three and six months ended June 30, 2014, we acquired various other wireless licenses and markets for cash consideration that was not significant.

Wireline

During July 2014, Verizon sold a non-strategic Wireline business for cash consideration that was not significant.

Other

During February 2014, Verizon acquired a business dedicated to the development of Internet Protocol (IP) television for cash consideration that was not significant. The transaction is expected to accelerate the availability of next-generation video services.

 

3.

Wireless Licenses, Goodwill and Other Intangible Assets

 

Wireless Licenses

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

 

(dollars in millions)         

Balance at January 1, 2014

   $   75,747  

Acquisitions (Note 2)

     141  

Dispositions (Note 2)

     (1,978

Capitalized interest on wireless licenses

     138  

Reclassifications, adjustments and other

     1,222  
  

 

 

 

Balance at June 30, 2014

   $   75,270  
  

 

 

 

Reclassifications, adjustments and other includes the exchanges of wireless licenses in 2014. See Note 2 for additional details.

At June 30, 2014, approximately $4.3 billion of Wireless licenses were under development for commercial service for which we were capitalizing interest costs.

Goodwill

Changes in the carrying amount of Goodwill are as follows:

 

(dollars in millions)    Wireless      Wireline      Total  

Balance at January 1, 2014

   $ 18,376      $ 6,258      $ 24,634  

Acquisitions and other (Note 2)

     15        14        29  
  

 

 

 

Balance at June 30, 2014

   $   18,391      $   6,272      $   24,663  
  

 

 

 

Other Intangible Assets

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

 

     At June 30, 2014      At December 31, 2013  
(dollars in millions)    Gross
Amount
     Accumulated
Amortization
    Net
Amount
     Gross
Amount
     Accumulated
Amortization
    Net
Amount
 

Customer lists (5 to 13 years)

   $ 3,635      $ (2,798   $ 837      $ 3,639      $ (2,660   $ 979  

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

     12,507        (7,896     4,611        11,770        (7,317     4,453  

Other (2 to 25 years)

     664        (331     333        691        (323     368  
  

 

 

 

Total

   $   16,806      $   (11,025   $   5,781      $   16,100      $   (10,300   $   5,800  
  

 

 

 

 

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The amortization expense for Other intangible assets was as follows:

 

(dollars in millions)    Three Months Ended
June 30,
    

Six Months Ended

June 30,

 

2014

     $       393        $       787  

2013

     399        785  

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

 

Years    (dollars in millions)  

Remainder of 2014

     $      772  

2015

     1,328  

2016

     1,093  

2017

     907  

2018

     742  

 

4.

Debt

 

Changes to debt during the six months ended June 30, 2014 are as follows:

 

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

Balance at January 1, 2014

   $   3,933     $   89,658     $     93,591  

Proceeds from long-term borrowings

           20,245       20,245  

Verizon Notes

           5,000       5,000  

Preferred Stock

           1,650       1,650  

Repayments of long-term borrowings and capital leases obligations

     (2,516     (8,801     (11,317

Increase in short-term obligations, excluding current maturities

     279             279  

Reclassifications of long-term debt

     565       (565      

Other

     22       509       531  
  

 

 

 

Balance at June 30, 2014

   $ 2,283     $ 107,696     $ 109,979  
  

 

 

 

During February 2014, we issued €1.75 billion aggregate principal amount of 2.375% Notes due 2022, €1.25 billion aggregate principal amount of 3.25% Notes due 2026 and £0.85 billion aggregate principal amount of 4.75% Notes due 2034. The issuance of these Notes resulted in cash proceeds of approximately $5.4 billion, net of discounts and issuance costs. The net proceeds were used, in part, to finance the Wireless Transaction. Net proceeds not used to finance the Wireless Transaction were used for general corporate purposes. Also, during February 2014, we issued $0.5 billion aggregate principal amount of 5.90% Notes due 2054 resulting in cash proceeds of approximately $0.5 billion, net of discounts and issuance costs. The net proceeds were used for general corporate purposes.

 

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On March 10, 2014, we announced the commencement of a tender offer (the Tender Offer) to purchase for cash any and all of the series of notes listed in the following table:

 

(dollars in millions, except for Purchase Price)    Interest
Rate
    Maturity      Principal
Amount
Outstanding
     Purchase
Price (1)
     Principal
Amount
Purchased
 

Verizon Communications

     6.10     2018      $   1,500      $   1,170.07      $ 748  
     5.50     2018        1,500        1,146.91        763  
     8.75     2018        1,300        1,288.35        564  
     5.55     2016        1,250        1,093.62        652  
     5.50     2017        750        1,133.22        353  

Cellco Partnership and Verizon Wireless Capital LLC

     8.50     2018        1,000        1,279.63        619  

Alltel Corporation

     7.00     2016        300        1,125.26        157  

GTE Corporation

     6.84     2018        600        1,196.85        266  
             

 

 

 
              $   4,122  
             

 

 

 

 

(1)  

Per $1,000 principal amount of notes

The Tender Offer for each series of notes was subject to a financing condition, which was either satisfied or waived with respect to all series. The Tender Offer expired on March 17, 2014 and settled on March 19, 2014. In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase. During March 2014, we recorded early debt redemption costs in connection with the Tender Offer (see “Early Debt Redemption”).

During March 2014, we issued $4.5 billion aggregate principal amount of fixed and floating rate notes resulting in cash proceeds of approximately $4.5 billion, net of discounts and issuance costs. The issuances consisted of the following: $0.5 billion aggregate principal amount Floating Rate Notes due 2019 that bear interest at a rate equal to three-month LIBOR plus 0.77% which rate will be reset quarterly, $0.5 billion aggregate principal amount of 2.55% Notes due 2019, $1.0 billion aggregate principal amount of 3.45% Notes due 2021, $1.25 billion aggregate principal amount of 4.15% Notes due 2024 and $1.25 billion aggregate principal amount of 5.05% Notes due 2034. During March 2014, the net proceeds were used to purchase notes in the Tender Offer described above.

During March 2014, Verizon Wireless redeemed $1.25 billion aggregate principal amount of the Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 at 127.135% of the principal amount of such notes, plus accrued and unpaid interest (see “Early Debt Redemption”). Also, during March 2014, $1.0 billion of LIBOR plus 0.61% Verizon Communications Notes and $1.5 billion of 1.95% Verizon Communications Notes matured and were repaid.

May Exchange Offer

On May 29, 2014, we announced the commencement of a private exchange offer (the May Exchange Offer) to exchange up to all Cellco Partnership and Verizon Wireless Capital LLC’s £0.6 billion outstanding aggregate principal amount of 8.875% Notes due December 18, 2018 (the Old Notes) for Verizon’s new sterling-denominated Notes due 2024 (the New Notes) and an amount of cash. This exchange offer has been accounted for as a modification of debt. In connection with the May Exchange Offer, which expired on June 25, 2014, we issued £0.7 billion aggregate principal of New Notes and made a cash payment of £22 million in exchange for £0.6 billion aggregate principal amount of tendered Old Notes. The New Notes bear interest at a rate of 4.073% per annum.

Concurrent with the issuance of the New Notes, we entered into cross currency swaps to fix our future interest and principal payments in U.S. dollars (see Note 6).

Term Loan Agreement

During February 2014, we drew $6.6 billion pursuant to a term loan agreement with a group of major financial institutions to finance, in part, the Wireless Transaction. $3.3 billion of the loans under the term loan agreement have a maturity of three years (the 3-Year Loans) and $3.3 billion of the loans under the term loan agreement have a maturity of five years (the 5-Year Loans). The 5-Year Loans provide for the partial amortization of principal during the last two years that they are outstanding. Loans

 

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under the term loan agreement bear interest at floating rates. The term loan agreement contains certain negative covenants, including a negative pledge covenant, a merger or similar transaction covenant and an accounting changes covenant, affirmative covenants and events of default that are customary for companies maintaining an investment grade credit rating. In addition, the term loan agreement requires us to maintain a leverage ratio (as defined in the term loan agreement) not in excess of 3.50:1.00, until our credit ratings are equal to or higher than A3 and A- at Moody’s Investors Service and Standard & Poor’s Ratings Services, respectively.

During June 2014, we issued $3.3 billion aggregate principal amount of fixed and floating rate notes resulting in cash proceeds of approximately $3.3 billion, net of discounts and issuance costs. The issuances consisted of the following: $1.3 billion aggregate principal amount of Floating Rate Notes due 2017 that will bear interest at a rate equal to three-month LIBOR plus 0.40% which will be reset quarterly and $2.0 billion aggregate principal amount of 1.35% Notes due 2017. We used the net proceeds from the offering of these notes to repay the 3-year Loans on June 12, 2014.

Verizon Notes

During February 2014, in connection with the Wireless Transaction, we issued $5.0 billion aggregate principal amount of floating rate notes to Vodafone. These notes were issued in two separate series, with $2.5 billion due February 21, 2022 and $2.5 billion due February 21, 2025. The Verizon Notes bear interest at a floating rate, which will be reset quarterly, with interest payable quarterly in arrears, beginning May 21, 2014 (see Note 2). The eight-year Verizon Notes bear interest at a floating rate equal to three-month LIBOR, plus 1.222%, and the eleven-year Verizon Notes bear interest at a floating rate equal to three-month LIBOR, plus 1.372%.

Preferred Stock

As a result of the Wireless Transaction, we assumed long-term obligations with respect to 5.143% Class D and Class E cumulative Preferred Stock issued by one of the Purchased Entities. Both the Class D shares (825,000 shares outstanding) and Class E shares (825,000 shares outstanding) are mandatorily redeemable in April 2020 at $1,000 per share plus any accrued and unpaid dividends. Dividends accrue at 5.143% per annum and will be treated as interest expense. Both the Class D and Class E shares have been classified as liability instruments and were recorded at fair value as determined at the closing of the Wireless Transaction.

Other Credit Facilities

As of June 30, 2014, the unused borrowing capacity under our $6.2 billion credit facility was approximately $6.1 billion and the unused borrowing capacity under our $2.0 billion 364-day revolving credit agreement was $2.0 billion.

Early Debt Redemption

During March 2014, we recorded net debt redemption costs of $0.9 billion in connection with the early redemption of $1.25 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, and the purchase of the following in the Tender Offer: $0.7 billion of the then outstanding $1.5 billion aggregate principal amount of Verizon 6.10% Notes due 2018, $0.8 billion of the then outstanding $1.5 billion aggregate principal amount of Verizon 5.50% Notes due 2018, $0.6 billion of the then outstanding $1.3 billion aggregate principal amount of Verizon 8.75% Notes due 2018, $0.7 billion of the then outstanding $1.25 billion aggregate principal amount of Verizon 5.55% Notes due 2016, $0.4 billion of the then outstanding $0.75 billion aggregate principal amount of Verizon 5.50% Notes due 2017, $0.6 billion of the then outstanding $1.0 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, $0.2 billion of the then outstanding $0.3 billion aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016 and $0.3 billion of the then outstanding $0.6 billion aggregate principal amount of GTE Corporation 6.84% Debentures due 2018.

We recognized these costs in Other income and (expense), net on our condensed consolidated statement of income during the six months ended June 30, 2014.

Guarantees

We guarantee the debentures and first mortgage bonds of our operating telephone company subsidiaries. As of June 30, 2014, $3.1 billion aggregate principal amount of these obligations remain outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the operating telephone company no longer being a wholly-owned subsidiary of Verizon.

We also guarantee the debt obligations of GTE Corporation that were issued and outstanding prior to July 1, 2003. As of June 30, 2014, $1.4 billion aggregate principal amount of these obligations remain outstanding.

 

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Debt Covenants

We and our consolidated subsidiaries are in compliance with all of our debt covenants.

 

5.

Wireless Equipment Installment Plans

 

We offer new and existing customers the option to participate in Verizon Edge, a program that provides eligible wireless customers with the ability to pay for their handset over a period of time (an equipment installment plan) and the right to upgrade their handset after a minimum of 30 days, subject to certain conditions, including making a stated portion of the required device payments, trading in their handset in good working condition and signing a new contract with Verizon. At June 30, 2014, the guarantee liability related to this program was approximately $0.5 billion.

At the time of sale, we impute risk adjusted interest on the receivables associated with Verizon Edge. We record the imputed interest as a reduction to the related accounts receivable. Interest income is recognized over the financed installment term.

We assess the collectability of our Verizon Edge receivables based upon a variety of factors, including the credit quality of the customer base, payment trends and other qualitative factors. The current portion of our receivables related to Verizon Edge included in Accounts receivable, net was $0.9 billion at June 30, 2014 and was not material at December 31, 2013. The long-term portion of the equipment installment plan receivables included in Other assets was $0.6 billion at June 30, 2014 and was not material at December 31, 2013.

The credit profiles of our customers with a Verizon Edge plan are similar to those of our customers with a traditional subsidized plan. Certain customers with a credit profile which carries a higher risk are required to make a down payment for equipment financed through Verizon Edge.

 

6.

Fair Value Measurements

 

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2014:

 

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

Assets:

           

Short-term investments:

           

Equity securities

   $ 399      $      $       $ 399  

Fixed income securities

            249               249  

Other assets:

           

Fixed income securities

            900               900  

Cross currency swaps and other

            170               170  

Interest rate swaps

            45               45  
  

 

 

 

Total

   $   399      $   1,364      $   –       $   1,763  
  

 

 

 

Liabilities:

           

Other liabilities:

           

Forward interest rate swaps and other

   $      $ 65      $       $ 65  
  

 

 

 

Total

   $      $ 65      $       $ 65  
  

 

 

 

 

(1)  

quoted prices in active markets for identical assets or liabilities

(2)  

observable inputs other than quoted prices in active markets for identical assets and liabilities

(3)  

no observable pricing inputs in the market

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

Fixed income securities consist primarily of investments in municipal bonds that do not have quoted prices in active markets. For these securities, 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.

 

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We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the fair value hierarchy during the six months ended June 30, 2014.

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, 2014      At December 31, 2013  
  

 

 

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

Short- and long-term debt, excluding capital leases

   $   109,568      $   123,701      $   93,298      $   103,527  

Derivative Instruments

We enter into derivative transactions to manage our exposure to fluctuations in foreign currency exchange rates, interest rates, and equity and commodity prices. We employ risk management strategies, which may include the use of a variety of derivatives including cross currency swaps, foreign currency and prepaid forwards and collars, interest rate swap agreements, commodity swap and forward agreements and interest rate locks. We do not hold derivatives for trading purposes.

We measure all derivatives, including derivatives embedded in other financial instruments, at fair value and recognize them as either assets or liabilities on our condensed consolidated balance sheets. Changes in the fair values of derivative instruments not qualifying as hedges or any ineffective portion of hedges are recognized in earnings in the current period. Changes in the fair values of derivative instruments used effectively as fair value hedges are recognized in earnings, along with changes in the fair value of the hedged item. Changes in the fair value of the effective portions of cash flow hedges are reported in Other comprehensive loss and recognized in earnings when the hedged item is recognized in earnings.

Interest Rate Swaps

We enter into domestic interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates based on LIBOR, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against changes in the fair value of our debt portfolio. We record the interest rate swaps at fair value on our condensed consolidated balance sheets as assets and liabilities. The fair value of these contracts was not material at June 30, 2014 and December 31, 2013, respectively. As of June 30, 2014, the total notional amount of the interest rate swaps was $1.8 billion. The ineffective portion of these interest rate swaps was not material for the three and six months ended June 30, 2014, respectively.

Forward Interest Rate Swaps

In order to manage our exposure to future interest rate changes, during the fourth quarter of 2013, we entered into forward interest rate swaps with a total notional value of $2.0 billion. We designated these contracts as cash flow hedges. In March 2014, we settled these forward interest rate swaps and the pre-tax gain was not material. During the first and second quarters of 2014, we entered into forward interest rate swaps with total notional values of $0.9 billion and $3.1 billion, respectively. We designated these contracts as cash flow hedges.

During July 2014, we entered into forward interest rate swaps with a total notional value of $0.8 billion. We designated these contracts as cash flow hedges.

Cross Currency Swaps

During the first quarter of 2014, we entered into cross currency swaps designated as cash flow hedges to exchange approximately $5.4 billion of Euro and British Pound Sterling denominated debt into U.S. dollars and to fix our future interest and principal payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses.

During the second quarter of 2014, in connection with the May Exchange Offer, we entered into cross currency swaps designated as cash flow hedges to exchange approximately $1.2 billion of British Pound Sterling denominated debt into U.S. dollars and to fix our future interest and principal payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses.

Verizon Wireless previously entered into cross currency swaps designated as cash flow hedges to exchange approximately $1.6 billion of British Pound Sterling and Euro-denominated debt into U.S. dollars and to fix our future interest and principal

 

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payments in U.S. dollars, as well as to mitigate the effect of foreign currency transaction gains or losses. In June 2014, we settled $0.8 billion of these cross currency swaps as part of the Exchange Offer and the gains with respect to these swaps were not material.

A portion of the gains and losses recognized in Other comprehensive income (loss) was reclassified to Other income and (expense), net to offset the related pre-tax foreign currency transaction gain or loss on the underlying debt obligations. The fair value of the outstanding swaps was $0.2 billion at June 30, 2014 and was not material at December 31, 2013. During the three and six months ended June 30, 2014, an immaterial pre-tax loss and an immaterial pre-tax gain, respectively, were recognized in Other comprehensive income (loss). During the three and six months ended June 30, 2013, an immaterial pre-tax gain and a pre-tax loss of $0.1 billion, respectively, were recognized in Other comprehensive income (loss).

 

7.

Stock-Based Compensation

 

Verizon Communications Long-Term Incentive Plan

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

Restricted Stock Units

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

Performance Stock Units

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

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

 

(shares in thousands)    Restricted
Stock Units
    Performance
Stock Units
 

Outstanding, January 1, 2014

     16,193       23,724  

Granted

     4,780       6,792  

Payments

     (6,134     (9,153

Cancelled/Forfeited

     (159     (181
  

 

 

 

Outstanding, June 30, 2014

     14,680       21,182  
  

 

 

 

As of June 30, 2014, unrecognized compensation expense related to the unvested portion of outstanding RSUs and PSUs was approximately $0.6 billion and is expected to be recognized over approximately two years.

The RSUs granted in 2014 have a weighted-average grant date fair value of $47.15 per unit.

 

8.

Employee Benefits

 

We maintain non-contributory defined benefit pension plans for many of our employees. In addition, we maintain postretirement health care and life insurance plans for our retirees and their dependents, which are both contributory and non-contributory, and include a limit on our share of the cost for certain recent and future retirees. In accordance with our accounting policy for pension

 

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and other postretirement benefits, operating expenses include pension and benefit related credits and/or charges based on actuarial assumptions, including projected discount rates and an estimated return on plan assets. These estimates are updated in the fourth quarter or upon a remeasurement event to reflect actual return on plan assets and updated actuarial assumptions. The adjustment will be recognized in the income statement during the fourth quarter or upon a remeasurement event pursuant to our accounting policy for the recognition of actuarial gains and losses.

Net Periodic Benefit Cost

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

 

(dollars in millions)    Pension     Health Care and Life  
  

 

 

 
Three Months Ended June 30,          2014           2013           2014           2013  

Service cost

   $ 82     $ 98     $ 64     $ 79  

Amortization of prior service cost (credit)

     (2     2       (64     (61

Expected return on plan assets

     (295     (311     (40     (36

Interest cost

     259       251       277       274  

Remeasurement gain, net

             (237            
  

 

 

 

Net periodic benefit (income) cost

   $   44     $   (197   $   237     $   256  
  

 

 

 

 

(dollars in millions)    Pension     Health Care and Life  
  

 

 

 
Six Months Ended June 30,          2014           2013           2014           2013  

Service cost

   $ 163     $ 197     $ 129     $ 159  

Amortization of prior service cost (credit)

     (4     3       (127     (123

Expected return on plan assets

     (590       (622     (81     (72

Interest cost

     518       501       554       548  

Remeasurement gain, net

           (237            
  

 

 

 

Net periodic benefit (income) cost

   $   87     $   (158   $   475     $   512  
  

 

 

 

Pension Remeasurement

During the three and six months ended June 30, 2013, we recorded net pre-tax pension remeasurement credits of approximately $0.2 billion, in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur. The pension remeasurement credits relate to settlements for employees who received lump-sum distributions. The credits were primarily driven by an approximately 75 basis point increase in our discount rate assumption used to determine the current year liabilities of one of our pension plans. The change in discount rate resulted in a gain of $0.3 billion, partially offset by a loss resulting from the difference between our expected return on assets assumption of 7.5% at December 31, 2012 and our annualized actual return on assets of 7.2% at June 30, 2013, as well as other losses ($0.1 billion). Our weighted-average discount rate assumption increased from 4.2% at December 31, 2012 to 5.0% at June 30, 2013.

Severance Payments

During the three and six months ended June 30, 2014, we paid severance benefits of $0.1 billion and $0.3 billion, respectively. At June 30, 2014, we had a remaining severance liability of $0.5 billion, a portion of which includes future contractual payments to employees separated as of June 30, 2014.

Employer Contributions

During the three and six months ended June 30, 2014, we contributed $0.4 billion and $0.9 billion, respectively, to our other postretirement benefit plans. During the three and six months ended June 30, 2014, we contributed $0.6 billion and $0.8 billion, respectively, to our qualified pension plans. The contributions to our nonqualified pension plans were not material during the three and six months ended June 30, 2014. There have been no material changes with respect to the qualified and nonqualified pension contributions in 2014 as previously disclosed in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2013.

 

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9.

Equity and Accumulated Other Comprehensive Income

 

Equity

Changes in the components of Total equity were as follows:

 

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

Balance at January 1, 2014

   $ 38,836     $ 56,580     $ 95,416  

Net income

     8,161       2,149       10,310  

Other comprehensive loss

     (1,170     (23     (1,193
  

 

 

 

Comprehensive income

     6,991       2,126       9,117  
  

 

 

 

Issuance of common stock

     127             127  

Contributed capital

     (26,901           (26,901

Dividends declared

     (4,392           (4,392

Common stock in treasury

     323             323  

Purchase of noncontrolling interest

           (55,960     (55,960

Distributions and other

     (83     (1,635     (1,718
  

 

 

 

Balance at June 30, 2014

   $   14,901     $   1,111     $     16,012  
  

 

 

 

The changes in Common stock, Contributed capital and Purchase of noncontrolling interest are primarily due to the completion of the Wireless Transaction on February 21, 2014. See Note 2 for additional information.

Prior to the closing of the Wireless Transaction, noncontrolling interests included in our condensed consolidated financial statements primarily consisted of Vodafone’s 45% ownership interest in Verizon Wireless. The noncontrolling interests that remain after the completion of the Wireless Transaction primarily relate to wireless partnership entities.

Common Stock

As a result of the Wireless Transaction, Verizon issued approximately 1.27 billion shares of Verizon common stock.

Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareowner plans, including 3.9 million common shares issued from Treasury stock during the six months ended June 30, 2014, which had an aggregate value of $0.2 billion.

Accumulated Other Comprehensive Income

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

 

(dollars in millions)    Foreign currency
translation
adjustments
   

Unrealized

loss on cash

flow hedges

   

Unrealized

gain on
marketable
securities

   

Defined benefit

pension and
postretirement
plans

    Total  

Balance at January 1, 2014

   $    853     $    113     $   117     $   1,275     $     2,358  

Other comprehensive income (loss)

     (29     (21     22             (28

Amounts reclassified to net income

     (911     (143     (10     (78     (1,142
  

 

 

 

Net other comprehensive income (loss)

     (940     (164     12       (78     (1,170
  

 

 

 

Balance at June 30, 2014

   $ (87   $ (51   $ 129     $ 1,197     $ 1,188  
  

 

 

 

The amounts presented above in net other comprehensive income (loss) are net of taxes and noncontrolling interests, which are not significant. For the six months ended June 30, 2014, the amounts reclassified to net income related to foreign currency translation adjustments are included in Equity in earnings (losses) of unconsolidated businesses on our condensed consolidated

 

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statement of income and are a result of the completion of the Omnitel Transaction. See Note 2 for additional details. For the six months ended June 30, 2014, the amounts reclassified to net income related to defined benefit pension and postretirement plans are included in Cost of services and sales and Selling, general and administrative expense on our condensed consolidated statements of income. For the six months ended June 30, 2014, all other amounts reclassified to net income are included in Other income and (expense), net on our condensed consolidated statements of income.

 

10.

Segment Information

 

Reportable Segments

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

Corporate, eliminations and other includes unallocated corporate expenses, intersegment eliminations recorded in consolidation, the results of other businesses, such as our investments in unconsolidated businesses, pension and other employee benefit related costs, lease financing, as well as other adjustments and gains and losses that are not allocated in assessing segment performance due to their non-operational nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses that are not individually significant are included in all segment results as these items are included in the chief operating decision maker’s assessment of segment performance. Effective January 1, 2014, we have also reclassified the results of certain businesses, such as development stage businesses that support our strategic initiatives, from our Wireline segment to Corporate, eliminations and other. The impact of this reclassification was not material to our condensed consolidated financial statements or our segment results of operations.

Our segments and their principal activities consist of the following:

 

Segment      Description
Wireless     

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

Wireline     

Wireline’s voice, data and video communications products and enhanced services include broadband video and data, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services. We provide these products and services to consumers in the United States, as well as to carriers, businesses and government customers both in the United States and in over 150 other countries around the world.

 

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

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions)    2014     2013     2014     2013  

External Operating Revenues

        

Wireless

        

Retail service

   $ 17,276     $ 16,408     $ 34,509     $ 32,563  

Other service

     784       656       1,519       1,213  
  

 

 

 

Service revenue

     18,060       17,064       36,028       33,776  

Equipment

     2,387       1,949       4,256       3,758  

Other

     1,006       939       2,020       1,914  
  

 

 

 

Total Wireless

     21,453       19,952       42,304       39,448  

Wireline

        

Consumer retail

     3,864       3,669       7,704       7,285  

Small business

     621       635       1,245       1,270  
  

 

 

 

Mass Markets

     4,485       4,304       8,949       8,555  

Strategic services

     2,120       2,059       4,223       4,132  

Core

     1,459       1,582       2,955       3,273  
  

 

 

 

Global Enterprise

     3,579       3,641       7,178       7,405  

Global Wholesale

     1,327       1,413       2,672       2,856  

Other

     122       111       247       212  
  

 

 

 

Total Wireline

     9,513       9,469       19,046       19,028  
  

 

 

 

Total segments

     30,966       29,421       61,350       58,476  

Corporate, eliminations and other

     517       365       951       730  
  

 

 

 

Total consolidated – reported

   $   31,483     $   29,786     $   62,301     $   59,206  
  

 

 

 

Intersegment Revenues

        

Wireless

   $ 30     $ 24     $ 58     $ 51  

Wireline

     246       265       503       536  
  

 

 

 

Total segments

     276       289       561       587  

Corporate, eliminations and other

     (276     (289     (561     (587
  

 

 

 

Total consolidated – reported

   $     $     $     $  
  

 

 

 

Total Operating Revenues

        

Wireless

   $ 21,483     $ 19,976     $ 42,362     $ 39,499  

Wireline

     9,759       9,734       19,549       19,564  
  

 

 

 

Total segments

     31,242       29,710       61,911       59,063  

Corporate, eliminations and other

     241       76       390       143  
  

 

 

 

Total consolidated – reported

   $ 31,483     $ 29,786     $ 62,301     $ 59,206  
  

 

 

 

Operating Income

        

Wireless

   $ 6,985     $ 6,464     $ 14,303     $ 12,882  

Wireline

     259       74       406       87  
  

 

 

 

Total segments

     7,244       6,538       14,709       12,969  

Reconciling items

     441       17       136       (192
  

 

 

 

Total consolidated – reported

   $ 7,685     $ 6,555     $ 14,845     $ 12,777  
  

 

 

 

 

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(dollars in millions)    At June 30,
2014
    At December 31,
2013
 

Assets

    

Wireless

   $   153,374     $   146,429  

Wireline

     79,662       84,573  
  

 

 

 

Total segments

     233,036       231,002  

Corporate, eliminations and other

     (8,609     43,096  
  

 

 

 

Total consolidated – reported

   $ 224,427     $ 274,098  
  

 

 

 

Corporate, eliminations and other at December 31, 2013 is primarily comprised of cash and cash equivalents which were used to complete the Wireless Transaction on February 21, 2014.

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

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions)    2014     2013     2014     2013  

Total segment operating income

   $   7,244     $   6,538     $   14,709     $   12,969  

Gain on spectrum license transactions (Note 2)

     707             707        

Pension remeasurement (Note 8)

           237             237  

Corporate, eliminations and other

     (266     (220     (571     (429
  

 

 

 

Total consolidated operating income

     7,685       6,555       14,845       12,777  

Equity in earnings (losses) of unconsolidated businesses

     (43     120       1,859       115  

Other income and (expense), net

     66       25       (828     64  

Interest expense

     (1,164     (514     (2,378     (1,051
  

 

 

 

Income Before Provision For Income Taxes

   $ 6,544     $ 6,186     $ 13,498     $ 11,905  
  

 

 

 

We generally account for intersegment sales of products and services and asset transfers at current market prices. No single customer accounted for more than 10% of our total operating revenues during the three and six months ended June 30, 2014 and 2013.

 

11.

Commitments and Contingencies

 

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

During 2003, under a government-approved plan, remediation commenced at the site of a former Sylvania facility in Hicksville, New York that processed nuclear fuel rods in the 1950s and 1960s. Remediation beyond original expectations proved to be necessary and a reassessment of the anticipated remediation costs was conducted. A reassessment of costs related to remediation efforts at several other former facilities was also undertaken. In September 2005, the Army Corps of Engineers (ACE) accepted the Hicksville site into the Formerly Utilized Sites Remedial Action Program. This may result in the ACE performing some or all of the remediation effort for the Hicksville site with a corresponding decrease in costs to Verizon. To the extent that the ACE assumes responsibility for remedial work at the Hicksville site, an adjustment to a reserve previously established for the remediation may be made. Adjustments to the reserve may also be made based upon actual conditions discovered during the remediation at this or any other site requiring remediation.

 

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Verizon is currently involved in approximately 60 federal district court actions alleging that Verizon is infringing various patents. Most of these cases are brought by non-practicing entities and effectively seek only monetary damages; a small number are brought by companies that have sold products and seek injunctive relief as well. These cases have progressed to various stages and a small number may go to trial in the coming 12 months if they are not otherwise resolved.

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

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

 

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

 

Overview

Verizon Communications Inc. (Verizon or the Company) is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, information and entertainment products and services to consumers, businesses and governmental agencies. With a presence in over 150 countries around the world, we offer voice, data and video services and solutions on our wireless and wireline networks that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control. We have two reportable segments, Wireless and Wireline. Our wireless business, operating as Verizon Wireless, provides voice and data services and equipment sales across the United States using one of the most extensive and reliable wireless networks. Our wireline business provides consumer, business and government customers with communications products and services, including broadband data and video services, network access, voice, long distance and other communications products and services, and also owns and operates one of the most expansive end-to-end global Internet Protocol (IP) networks. We have a highly skilled, diverse and dedicated workforce of approximately 177,800 employees as of June 30, 2014.

In recent years, Verizon has embarked upon a strategic transformation as advances in technology have changed the ways that our customers interact in their personal and professional lives and that businesses operate. To meet the changing needs of our customers and address the changing technological landscape, we are focusing our efforts around higher margin and growing areas of our business: wireless data, wireline data and Strategic services, including cloud computing services.

Our strategy requires significant capital investments primarily to acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our wireless and wireline networks, invest in the fiber optic network that supports our wireless and wireline businesses, maintain our wireless and wireline networks and develop and maintain significant advanced information technology systems and data system capabilities.

On February 21, 2014, we completed the acquisition of Vodafone Group Plc’s (Vodafone) indirect 45% interest in Cellco Partnership d/b/a Verizon Wireless for aggregate consideration of approximately $130 billion (the Wireless Transaction). The consideration paid was primarily comprised of cash of approximately $58.89 billion and Verizon common stock with a value of approximately $61.3 billion. See “Acquisitions and Divestitures” for additional information.

In our Wireless business, during the three months ended June 30, 2014 compared to the similar period in 2013, revenue growth of 7.5% was driven by service revenue growth of 5.9% as the demand for fourth-generation (4G) Long-Term Evolution (LTE) smartphones and tablets continues. Also contributing to the increase in Wireless revenue was equipment revenue growth of 22.2% driven by sales of equipment under both the traditional subsidy model and Verizon Edge. At June 30, 2014, retail postpaid connections were 4.6% higher than at June 30, 2013, with smartphones representing 75% of our retail postpaid phone base at June 30, 2014 compared to 64% at June 30, 2013. Also during the three months ended June 30, 2014, postpaid smartphone activations represented 90% of phones activated compared to 84% in the similar period in 2013.

While we have substantially completed the deployment of our 4G LTE network, we are focusing our capital spending on adding capacity and density to our existing 4G LTE network. Our 4G LTE network is available to approximately 98% of the U.S. population in more than 500 markets and covering approximately 308 million people, including those in areas served by our LTE in Rural America partners. Our 4G LTE network provides higher data throughput performance for data services at lower cost compared to those provided via third-generation (3G) networks. In May 2014, we announced the deployment of Advanced Wireless Services (AWS) spectrum in our 4G LTE network. This spectrum, which we refer to as XLTE, provides additional network capacity and is currently available in more than 350 markets. Nearly all of the devices Verizon Wireless currently sells can operate on XLTE. Nearly 76% of our total data traffic in June 2014 was carried on our 4G LTE network.

On February 13, 2014, we introduced our More Everything ® plans which replaced our Share Everything ® plans and provide more value to our customers. These plans, which are available to both new and existing postpaid customers, feature domestic unlimited voice minutes, unlimited domestic and international text, video and picture messaging, cloud storage and a single data allowance that can be shared among up to 10 devices connected to the Verizon Wireless network. Customers with Verizon Edge, which provides a device payment plan option and allows customers to upgrade their handset after a minimum of thirty days, subject to certain conditions, will also receive discounted monthly access fees on More Everything plans. As of June 30, 2014, More Everything accounts represented approximately 55% of our retail postpaid accounts compared to Share Everything plans representing approximately 36% of our retail postpaid accounts as of June 30, 2013. Verizon Wireless offers shared data plans for business, with More Everything plans for Small business and the Nationwide Business Data Packages and Plans.

In our Wireline business, revenues increased 0.3% during the three months ended June 30, 2014 compared to the similar period in 2013 primarily due to revenue increases in Consumer retail driven by FiOS services and in Strategic services within Global Enterprise. These increases were partially offset by revenue declines in Global Enterprise Core and Global Wholesale. FiOS

 

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represented approximately 75% of Consumer retail revenue during the three months ended June 30, 2014 compared to approximately 70% during the similar period in 2013. As the penetration of FiOS products increases, we continue to seek ways to increase revenue and further realize operating and capital efficiencies as well as maximize profitability. As more applications are developed for this high-speed service, we expect that FiOS will become a hub for managing multiple home services that will eventually be part of the digital grid, including not just entertainment and communications, but also machine-to-machine communications, such as home monitoring, health monitoring, energy management and utilities management.

Verizon recently announced the introduction of FiOS Quantum TV, which provides FiOS TV customers with new features including the ability to record up to 12 shows at once and control live TV from any room in their home. This new service is now available everywhere that FiOS TV is offered.

Wireline’s revenues during the three months ended June 30, 2014 included a 3.0% increase in Strategic services revenues, which represented 59% of total Global Enterprise revenues. Strategic services revenues increased primarily due to increases in private IP communications, contact center solutions, our cloud and data center offerings, professional services and security solutions as well as our telematics offerings. Total Global Enterprise and Global Wholesale revenues declined due to declines in core services primarily as a result of lower data networking revenues and voice services as well as the contraction of market rates due to competition. To compensate for the shrinking market for traditional voice service, we continue to build our Wireline segment around data, video and advanced business services – areas where demand for reliable high-speed connections is growing.

We are investing in innovative technology like wireless networks, high-speed fiber and cloud services to position ourselves at the center of growth trends of the future. During the six months ended June 30, 2014, these investments included capital expenditures of $8.5 billion, acquisitions of wireless licenses of $0.3 billion and acquisitions of investments and businesses of $0.2 billion. During the six months ended June 30, 2014, we also completed spectrum license transactions and, as a result, we received proceeds of $2.4 billion. See “Cash Flows Used in Investing Activities” and “Acquisitions and Divestitures” for additional information.

By investing in our own capabilities, we are also investing in the markets we serve by providing our communities with an efficient, reliable infrastructure for competing in the information economy. We are committed to putting our customers first and being a responsible member of our communities. Guided by this commitment and by our core values of integrity, respect, performance excellence and accountability, we believe we are well-positioned to produce a long-term return for our shareowners, create meaningful work for ourselves and provide something of lasting value for society.

Trends

We expect the activation of devices on Verizon Edge to contribute positively to our consolidated operating income and our Wireless segment operating income. As more customers adopt Verizon Edge, we expect retail postpaid ARPA (the average revenue per account from retail postpaid accounts) and service revenue to continue to be negatively impacted, and we expect equipment and other revenue to continue to be positively impacted.

There have been no significant changes to the information related to trends affecting our business that was disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013, except to the extent described above.

 

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Consolidated Results of Operations

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

On February 21, 2014, we completed the acquisition of Vodafone’s indirect 45% interest in Verizon Wireless. As a result, our results reflect our 55% ownership of Verizon Wireless through the closing of the Wireless Transaction and reflect our full ownership of Verizon Wireless through June 30, 2014.

Corporate, eliminations and other includes unallocated corporate expenses such as certain pension and other employee benefit related costs, intersegment eliminations recorded in consolidation, the results of other businesses, such as our investments in unconsolidated businesses, lease financing and other adjustments and gains and losses that are not allocated in assessing segment performance due to their non-operational nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses that are not individually significant are included in all segment results as these items are included in the chief operating decision maker’s assessment of segment performance. We believe that this presentation assists users of our financial statements in better understanding our results of operations and trends from period to period. Effective January 1, 2014, we have also reclassified the results of certain businesses, such as development stage businesses that support our strategic initiatives, from our Wireline segment to Corporate, eliminations and other. The impact of this reclassification was not material to our condensed consolidated financial statements or our segment results of operations.

 

Consolidated Revenues

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014      2013      (Decrease)  

Wireless

                    

Service revenue

   $   18,078      $   17,078      $   1,000       5.9   $   36,065      $   33,806      $   2,259       6.7

Equipment and other

     3,405        2,898        507       17.5       6,297        5,693        604       10.6  
  

 

 

    

 

 

     

 

 

    

 

 

   

Total

     21,483        19,976        1,507       7.5       42,362        39,499        2,863       7.2  

Wireline

                    

Mass Markets

     4,485        4,304        181       4.2       8,949        8,558        391       4.6  

Global Enterprise

     3,579        3,649        (70     (1.9     7,185        7,419        (234     (3.2

Global Wholesale

     1,570        1,662        (92     (5.5     3,161        3,361        (200     (6.0

Other

     125        119        6       5.0       254        226        28       12.4  
  

 

 

    

 

 

     

 

 

    

 

 

   

Total

     9,759        9,734        25       0.3       19,549        19,564        (15     (0.1

Corporate, eliminations and other

     241        76        165       nm        390        143        247       nm   
  

 

 

    

 

 

     

 

 

    

 

 

   

Consolidated Revenues

   $ 31,483      $ 29,786      $ 1,697       5.7     $ 62,301      $ 59,206      $ 3,095       5.2  
  

 

 

    

 

 

     

 

 

    

 

 

   

nm – not meaningful

The increase in consolidated revenues during the three and six months ended June 30, 2014 compared to the similar periods in 2013 was primarily due to higher revenues at Wireless, as well as higher Mass Markets revenues driven by FiOS services at our Wireline segment. Partially offsetting these increases were lower Global Enterprise and Global Wholesale revenues at our Wireline segment.

Wireless’ revenues increased $1.5 billion or 7.5%, and $2.9 billion or 7.2%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to growth in service revenue as well as an increase in equipment and other revenue. The increase in service revenue during the three and six months ended June 30, 2014 compared to the similar periods in 2013 was primarily driven by higher retail postpaid service revenue, which increased largely as a result of an increase in retail postpaid connections as well as the continued increase in penetration of 4G LTE smartphones and tablets through our More Everything plans. Equipment and other revenue increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to an increase in equipment sales, driven by sales of equipment under both the traditional subsidy model and Verizon Edge. During the three and six months ended June 30, 2014, retail postpaid connection net additions increased compared to the similar periods in 2013 primarily due to an increase in retail postpaid connection gross additions. Retail postpaid connections per account increased as of June 30, 2014 compared to June 30, 2013 primarily due to the increased penetration of tablets.

 

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Wireline’s revenues increased 0.3% during the three months ended June 30, 2014 compared to the similar period in 2013 primarily as a result of higher Mass Market revenues driven by FiOS services and increased Strategic service revenues within Global Enterprise, partially offset by declines in Global Enterprise Core and Global Wholesale. Wireline’s revenues decreased 0.1% during the six months ended June 30, 2014 compared to the similar period in 2013 primarily driven by declines in Global Enterprise Core and Global Wholesale, partially offset by higher Mass Markets revenues driven by FiOS services and increased Strategic services revenues within Global Enterprise.

Mass Markets revenues increased $0.2 billion or 4.2%, and $0.4 billion or 4.6%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to the expansion of FiOS services (Voice, Internet and Video), including our FiOS Quantum offerings, as well as changes in our pricing strategies, partially offset by the continued decline of local exchange revenues.

Global Enterprise revenues decreased $0.1 billion or 1.9%, and $0.2 billion or 3.2%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to lower data networking revenues and voice services, the contraction of market rates due to competition and a decline in Core customer premise equipment revenues. This decrease was partially offset by increases in Strategic services revenues, primarily due to increases in private IP communications, contact center solutions, our cloud and data center offerings, professional services and security solutions as well as our telematics offerings.

Global Wholesale revenues decreased $0.1 billion or 5.5%, and $0.2 billion or 6.0%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to a decline in traditional voice revenues and a decline in domestic wholesale connections, partially offset by Ethernet migrations from core customers as well as continuing demand for high-speed digital data services from fiber-to-the-cell customers upgrading their core data circuits to Ethernet facilities.

 

Consolidated Operating Expenses

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014      2013      (Decrease)  

Cost of services and sales

   $   12,087      $   11,033      $   1,054       9.6   $   23,276      $   21,965      $   1,311       6.0

Selling, general and administrative expense

     7,550        8,047        (497     (6.2     15,882        16,195        (313     (1.9

Depreciation and amortization expense

     4,161        4,151        10       0.2       8,298        8,269        29       0.4  
  

 

 

    

 

 

     

 

 

    

 

 

   

Consolidated Operating Expenses

   $ 23,798      $ 23,231      $ 567       2.4     $ 47,456      $ 46,429      $ 1,027       2.2  
  

 

 

    

 

 

     

 

 

    

 

 

   

Cost of Services and Sales

Cost of services and sales increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to an increase in cost of equipment sales of $1.0 billion and $1.4 billion, respectively, at our Wireless segment. Also contributing to the increase were higher content costs associated with continued FiOS subscriber growth and programming license fee increases at our Wireline segment. Partially offsetting this increase was a decrease in cost of data services and decreased data roaming at our Wireless segment, as well as a decline in access costs, and a decrease in costs related to customer premise equipment at our Wireline segment.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to gains recorded in the second quarter of 2014 related to the completion of wireless license transactions. Also contributing to the decrease was lower salary expense and a decline in sales commission expense at our Wireless segment, as well as declines in employee costs at our Wireline segment. Partially offsetting this decrease was a pension remeasurement credit recorded in the second quarter of 2013 and an increase in advertising expense at our Wireless segment. Also partially offsetting the decrease during the six months ended June 30, 2014 were gains recorded in the first quarter of 2013 related to wireless license exchange agreements at our Wireless segment.

 

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Depreciation and Amortization Expense

Depreciation and amortization expense increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to an increase in net depreciable assets.

Non-operational Credits

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

 

    

Three Months Ended

June 30,

    

Six Months Ended

June 30,

 
(dollars in millions)    2014      2013      2014      2013  

Gain on spectrum license transactions

   $   707      $      $   707      $  

Pension remeasurement

              237                 237  

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

Consolidated Operating Income and EBITDA

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

Consolidated Adjusted EBITDA is calculated by excluding the effect of non-operational items from the calculation of Consolidated EBITDA. Management believes that this measure provides additional relevant and useful information to investors and other users of our financial data in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. See “Other Items” for additional details regarding these non-operational items.

Operating expenses include pension and benefit related credits and/or charges based on actuarial assumptions, including projected discount rates and an estimated return on plan assets. These estimates will be updated in the fourth quarter or upon a remeasurement event to reflect actual return on plan assets and updated actuarial assumptions. The adjustment will be recognized in the income statement during the fourth quarter or upon a remeasurement event pursuant to our accounting policy for the recognition of actuarial gains/losses.

It is management’s intent to provide non-GAAP financial information to enhance the understanding of Verizon’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies.

 

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Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
(dollars in millions)    2014     2013     2014     2013  

Consolidated Operating Income

   $ 7,685     $ 6,555     $ 14,845     $ 12,777  

Add Depreciation and amortization expense

     4,161       4,151       8,298       8,269  
  

 

 

 

Consolidated EBITDA

   $ 11,846     $ 10,706     $ 23,143     $ 21,046  
  

 

 

 

Less Gain on spectrum license transactions

     (707            (707       

Less Pension remeasurement

            (237            (237
  

 

 

 

Consolidated Adjusted EBITDA

   $   11,139     $   10,469     $   22,436     $   20,809  
  

 

 

 

The changes in the table above during the three and six months ended June 30, 2014 compared to the similar periods in 2013 were a result of the factors described in connection with operating revenues and operating expenses.

 

Other Consolidated Results

Equity in Earnings (Losses) of Unconsolidated Businesses

Equity in earnings (losses) of unconsolidated businesses decreased $0.2 billion during the three months ended June 30, 2014, compared to the similar period in 2013 primarily due to an immaterial gain recorded during the second quarter of 2013 by Verizon Wireless upon obtaining control of previously unconsolidated wireless partnerships, which were previously accounted for under the equity method and are now consolidated. The decrease is also attributable to the sale of our interest in Vodafone Omnitel N.V. (Vodafone Omnitel) during the first quarter of 2014, which was part of the consideration for the Wireless Transaction.

Equity in earnings (losses) of unconsolidated businesses increased $1.7 billion during the six months ended June 30, 2014, compared to the similar period in 2013 primarily due to the gain of $1.9 billion recorded on the sale of our interest in Vodafone Omnitel during the first quarter of 2014.

Other Income and (Expense), Net

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

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014     2013      (Decrease)  

Interest income

   $   22      $   14      $ 8        57.1   $ 44     $ 27      $ 17       63.0

Other, net

     44        11        33        nm        (872     37        (909     nm   
  

 

 

    

 

 

      

 

 

    

 

 

   

Total

   $ 66      $ 25      $   41        nm      $   (828   $   64      $   (892     nm   
  

 

 

    

 

 

      

 

 

    

 

 

   

nm – not meaningful

                    

Other income and (expense), net decreased during the six months ended June 30, 2014 compared to the similar period in 2013 primarily due to net early debt redemption costs of $0.9 billion recorded during the first quarter of 2014 (see “Other Items”).

 

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Interest Expense

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2014     2013     (Decrease)     2014     2013     (Decrease)  

Total interest costs on debt balances

   $ 1,276     $ 700     $ 576       82.3   $ 2,626     $ 1,414     $ 1,212       85.7

Less capitalized interest costs

     112       186        (74     (39.8     248       363        (115     (31.7
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

   $ 1,164     $ 514     $   650       nm      $ 2,378     $ 1,051     $   1,327       nm   
  

 

 

   

 

 

     

 

 

   

 

 

   

Average debt outstanding

   $   109,855     $   52,710         $   106,044     $   52,636      

Effective interest rate

     4.6     5.3         5.0     5.4    

nm – not meaningful

Total interest costs on debt balances increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to the issuance of fixed and floating rate notes to finance the Wireless Transaction (see “Acquisitions and Divestitures”) resulting in an increase in average debt and a corresponding increase in interest expense, partially offset by a lower effective interest rate (see “Consolidated Financial Condition”). Capitalized interest costs were lower during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to a decrease in wireless licenses that are currently under development.

Provision for Income Taxes

 

    

Three Months Ended

June 30,

    Increase/     

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2014     2013     (Decrease)      2014     2013     (Decrease)  

Provision for income taxes

   $   2,220     $   988     $   1,232        nm       $   3,188     $   1,852     $   1,336        72.1

Effective income tax rate

     33.9     16.0           23.6     15.6     

nm – not meaningful

The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. As a result of the completion of the Wireless Transaction, the difference in the effective income tax rate as compared to the statutory federal income tax rate will no longer be significant due to the inclusion of income within our income before the provision for income taxes that was previously attributable to Vodafone’s noncontrolling interest in the Verizon Wireless partnership. Prior to the completion of the Wireless Transaction, our annual effective income tax rate was significantly lower than the statutory federal income tax rate due to the inclusion of income attributable to Vodafone’s noncontrolling interest in the Verizon Wireless partnership within our income before the provision for income taxes, which resulted in our effective income tax rate being 14.6 percentage points lower during the three months ended June 30, 2013 and 15.0 percentage points lower during the six months ended June 30, 2013.

The increase in the provision for income taxes and the effective income tax rate during the three and six months ended June 30, 2014 compared to the similar periods in 2013 is primarily due to increased income taxes on the incremental income included in Verizon’s post-acquisition income before the provision for income taxes resulting from the acquisition of Vodafone’s indirect 45% interest in Verizon Wireless on February 21, 2014. The increase during the six months ended June 30, 2014 compared to the similar period in 2013 was partially offset by the utilization of certain tax credits in the current period.

Unrecognized Tax Benefits

Unrecognized tax benefits were $1.9 billion at June 30, 2014 and $2.1 billion at December 31, 2013. Interest and penalties related to unrecognized tax benefits were $0.2 billion (after-tax) and $0.3 billion (after-tax) at June 30, 2014 and December 31, 2013, respectively. The decrease in unrecognized tax benefits was primarily due to the resolution of issues with the Internal Revenue Service (IRS) involving tax years 2007 through 2009, partially offset by an increase in unrecognized tax benefits related to the acquisition of Vodafone’s indirect 45% interest in Verizon Wireless. The uncertain tax benefits related to the acquisition of Vodafone’s indirect 45% interest in Verizon Wireless concern pre-acquisition tax controversies and are the subject of an indemnity from Vodafone for which a corresponding indemnity asset has been established.

 

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Verizon and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. As a large taxpayer, we are under audit by the IRS and multiple state and foreign jurisdictions for various open tax years. Significant tax examinations and litigation are ongoing in New York City for tax years as early as 2000. It is reasonably possible that the amount of the liability for unrecognized tax benefits could change by a significant amount in the next twelve months. An estimate of the range of the possible change cannot be made until these tax matters are further developed or resolved.

Net Income Attributable to Noncontrolling Interests

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014      2013      (Decrease)  

Net income attributable to
noncontrolling interests

   $   110      $   2,952      $   (2,842     (96.3 )%    $   2,149      $   5,855      $   (3,706     (63.3 )% 

The decrease in Net income attributable to noncontrolling interests during the three and six months ended June 30, 2014 compared to the similar periods in 2013 was primarily due to the completion of the Wireless Transaction on February 21, 2014. As a result, our results reflect our 55% ownership of Verizon Wireless through the closing of the Wireless Transaction and reflect our full ownership of Verizon Wireless through June 30, 2014. The noncontrolling interests that remained after the completion of the Wireless Transaction primarily relate to wireless partnership entities.

 

Segment Results of Operations

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

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

Wireless Segment EBITDA service margin, also presented below, is calculated by dividing Wireless Segment EBITDA by Wireless service revenues. Wireless Segment EBITDA service margin utilizes service revenues rather than total revenues. Service revenues primarily exclude equipment revenues in order to reflect the impact of providing service to the wireless customer base on an ongoing basis. Wireline EBITDA margin is calculated by dividing Wireline EBITDA by total Wireline revenues.

 

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Wireless

Our Wireless segment is primarily comprised of Cellco Partnership doing business as Verizon Wireless. Cellco Partnership was formed as a joint venture in April 2000 by the combination of the U.S. wireless operations and interests of Verizon and Vodafone. Prior to the completion of the Wireless Transaction, Verizon owned a controlling 55% interest in Verizon Wireless and Vodafone owned the remaining 45%. On February 21, 2014, the Wireless Transaction was completed and Verizon acquired 100% ownership of Verizon Wireless. Verizon Wireless provides wireless communications services across one of the most extensive wireless networks in the United States.

We provide these services and equipment sales to consumer, business and government customers in the United States on a postpaid and prepaid basis. Postpaid connections represent individual lines of service for which a customer is billed in advance a monthly access charge in return for a monthly network service allowance, and usage beyond the allowances is billed monthly in arrears. Our prepaid service enables individuals to obtain wireless services without a long-term contract or credit verification by paying for all services in advance.

Operating Revenues and Selected Operating Statistics

 

(dollars in millions,   

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
     except ARPA)    2014     2013     (Decrease)     2014     2013     (Decrease)  

Retail service

   $   17,288     $   16,422     $ 866        5.3   $ 34,534     $ 32,591     $ 1,943        6.0

Other service

     790       656       134        20.4       1,531       1,215       316        26.0  
  

 

 

   

 

 

      

 

 

   

 

 

    

Service revenue

     18,078       17,078       1,000        5.9       36,065       33,806       2,259        6.7  

Equipment

     2,387       1,953       434        22.2       4,257       3,766       491        13.0  

Other

     1,018       945       73        7.7       2,040       1,927       113        5.9  
  

 

 

   

 

 

      

 

 

   

 

 

    

Equipment and other

     3,405       2,898       507        17.5       6,297       5,693       604        10.6  
  

 

 

   

 

 

      

 

 

   

 

 

    

Total Operating Revenues

   $ 21,483     $ 19,976     $   1,507        7.5     $ 42,362     $ 39,499     $   2,863        7.2  
  

 

 

   

 

 

      

 

 

   

 

 

    
                  

Connections (‘000): (1)

                  

Retail connections

                104,637         100,124       4,513        4.5  

Retail postpaid connections

              98,593       94,271       4,322        4.6  
                  

Net additions in period (‘000): (2)

                  

Retail connections

     1,427       1,038       389        37.5       1,976       1,758       218        12.4  

Retail postpaid connections

     1,441       941       500        53.1       1,980       1,618       362        22.4  

Churn Rate:

                  

Retail connections

     1.25     1.23          1.31     1.27     

Retail postpaid connections

     0.94     0.93          1.00     0.97     

Account Statistics:

                  

Retail postpaid ARPA

   $ 159.73     $ 152.50     $ 7.23        4.7     $ 159.70     $ 151.39     $ 8.31        5.5  

Retail postpaid accounts (‘000) (1)

              35,186       34,958       228        0.7  

Retail postpaid connections per
account
(1)

              2.80       2.70       0.10        3.7  

(1) As of end of period

(2) Excluding acquisitions and adjustments

Wireless’ total operating revenues increased by $1.5 billion or 7.5%, and $2.9 billion or 7.2%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily as a result of growth in service revenue as well as an increase in equipment revenue.

Accounts and Connections

Retail (non-wholesale) postpaid accounts represent retail customers under contract with Verizon Wireless that are directly served and managed by Verizon Wireless and use its branded services. Accounts include More Everything plans and corporate accounts,

 

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as well as legacy single connection plans and family plans. A single account may receive monthly wireless services for a variety of connected devices. Retail connections represent our retail customer device connections. Churn is the rate at which service to connections is terminated.

Retail connections under an account may include: smartphones, basic phones, tablets and other Internet devices as well as Home Phone Connect and Home Fusion. We expect to continue to experience retail connection growth based on the strength of our product offerings and network service quality. Retail postpaid connection net additions increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to an increase in retail postpaid connection gross additions. Higher retail postpaid connection gross additions were driven by gross additions of tablets as well as smartphones. During the three and six months ended June 30, 2014, our retail postpaid connection net additions included approximately 1.15 million and 1.78 million tablets, respectively, as compared to 264 thousand and 577 thousand tablets, respectively, in the similar periods in 2013.

Retail Postpaid Connections per Account

Retail postpaid connections per account is calculated by dividing the total number of retail postpaid connections by the number of retail postpaid accounts as of the end of the period. Retail postpaid connections per account increased 3.7% as of June 30, 2014 compared to June 30, 2013, primarily due to the increased penetration of tablets.

Service Revenue

Service revenue increased by $1.0 billion or 5.9%, and $2.3 billion or 6.7%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily driven by higher retail postpaid service revenue, which increased largely as a result of an increase in retail postpaid connections as well as the continued increase in penetration of 4G LTE smartphones and tablets through our More Everything plans. The penetration of 4G LTE smartphones was driven by the activation of smartphones by new customers as well as existing customers migrating from basic phones and 3G smartphones to 4G LTE smartphones.

The increase in retail postpaid ARPA, which excludes recurring equipment installment billings related to Verizon Edge, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 was primarily driven by increases in smartphone penetration and retail postpaid connections per account. As of June 30, 2014, we experienced a 3.7% increase in retail postpaid connections per account, compared to June 30, 2013, with smartphones representing 75% of our retail postpaid phone base as of June 30, 2014 compared to 64% as of June 30, 2013. The increased penetration in retail postpaid connections per account is primarily due to increases in Internet data devices, which represented 12.3% of our retail postpaid connection base as of June 30, 2014 compared to 9.9% as of June 30, 2013, primarily due to tablet activations. Additionally, during the six months ended June 30, 2014, postpaid smartphone activations represented 90% of phones activated compared to 84% in the similar period in 2013.

Other service revenue increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 due to growth in wholesale connections.

Equipment and Other Revenue

Equipment and other revenue increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to an increase in equipment sales, driven by sales of equipment under both the traditional subsidy model and Verizon Edge.

Operating Expenses

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014      2013      (Decrease)  

Cost of services and sales

   $ 6,742      $ 5,799      $ 943       16.3   $ 12,598      $ 11,450      $ 1,148        10.0

Selling, general and administrative expense

     5,649        5,666        (17     (0.3     11,293        11,114        179        1.6  

Depreciation and amortization expense

     2,107        2,047        60       2.9       4,168        4,053        115        2.8  
  

 

 

    

 

 

     

 

 

    

 

 

    

Total Operating Expenses

   $   14,498      $   13,512      $   986       7.3     $   28,059      $   26,617      $   1,442        5.4  
  

 

 

    

 

 

     

 

 

    

 

 

    

 

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Cost of Services and Sales

Cost of services and sales increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to an increase in cost of equipment sales of $1.0 billion and $1.4 billion, respectively, as a result of an increase in the number of devices sold. The increase for the six months ended June 30, 2014 was partially offset by a decrease in cost of data services and decreased data roaming.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased during the three months ended June 30, 2014 compared to the similar period in 2013 primarily due to a decline of $0.2 billion in sales commission expense largely driven by the increased adoption of Verizon Edge, and lower salary expense, partially offset by higher advertising and rent expense.

Selling, general and administrative expense increased during the six months ended June 30, 2014 compared to the similar period in 2013 primarily due to higher advertising expense, gains recorded in the first quarter of 2013 related to wireless license exchange agreements, and higher rent expense, partially offset by a decline in salary expense and lower sales commission expense.

Depreciation and Amortization Expense

Depreciation and amortization expense increased during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily driven by an increase in net depreciable assets.

Segment Operating Income and EBITDA

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2014     2013     (Decrease)     2014     2013     (Decrease)  

Segment Operating Income

   $   6,985     $   6,464     $   521        8.1   $   14,303     $   12,882     $   1,421        11.0

Add Depreciation and
amortization expense

     2,107       2,047       60        2.9       4,168       4,053       115        2.8  
  

 

 

   

 

 

      

 

 

   

 

 

    

Segment EBITDA

   $ 9,092     $ 8,511     $ 581        6.8     $ 18,471     $ 16,935     $ 1,536        9.1  
  

 

 

   

 

 

      

 

 

   

 

 

    

Segment operating income margin

     32.5     32.4          33.8     32.6     

Segment EBITDA service margin

     50.3     49.8          51.2     50.1     

The changes in the table above during the three and six months ended June 30, 2014 compared to the similar periods in 2013 were primarily a result of the factors described in connection with operating revenues and operating expenses.

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

 

    

Three Months Ended

June 30,

    

Six Months Ended

June 30,

 
(dollars in millions)    2014      2013      2014      2013  

Gain on spectrum license transactions

   $   707      $   –      $   707      $   –  

 

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Wireline

Our Wireline segment provides voice, data and video communications products and enhanced services including broadband video and data, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services. We provide these products and services to consumers in the United States, as well as to carriers, businesses and government customers both in the United States and in over 150 other countries around the world.

Operating Revenues and Selected Operating Statistics

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014      2013      (Decrease)  

Consumer retail

   $   3,864      $   3,669      $ 195       5.3   $ 7,704      $ 7,285      $ 419       5.8

Small business

     621        635        (14     (2.2     1,245        1,273        (28     (2.2
  

 

 

    

 

 

     

 

 

    

 

 

   

Mass Markets

     4,485        4,304        181       4.2       8,949        8,558        391       4.6  

Strategic services

     2,120        2,059        61       3.0       4,230        4,132        98       2.4  

Core

     1,459        1,590          (131     (8.2     2,955        3,287        (332     (10.1
  

 

 

    

 

 

     

 

 

    

 

 

   

Global Enterprise

     3,579        3,649        (70     (1.9     7,185        7,419        (234     (3.2

Global Wholesale

     1,570        1,662        (92     (5.5     3,161        3,361        (200     (6.0

Other

     125        119        6       5.0       254        226        28       12.4  
  

 

 

    

 

 

     

 

 

    

 

 

   

Total Operating Revenues

   $ 9,759      $ 9,734      $ 25       0.3     $   19,549      $   19,564      $ (15     (0.1
  

 

 

    

 

 

     

 

 

    

 

 

   

Connections (‘000): (1)

                    

Total voice connections

               20,391        21,828          (1,437     (6.6

Total Broadband connections

               9,077        8,939        138       1.5  

FiOS Internet subscribers

               6,309        5,773        536       9.3  

FiOS Video subscribers

               5,419        5,035        384       7.6  

(1) As of end of period

Wireline’s revenues increased 0.3% during the three months ended June 30, 2014 compared to the similar period in 2013 primarily as a result of higher Consumer retail revenues driven by FiOS services and increased Strategic services revenues within Global Enterprise, partially offset by declines in Global Enterprise Core and Global Wholesale.

Wireline’s revenues decreased 0.1% during the six months ended June 30, 2014 compared to the similar period in 2013 primarily driven by declines in Global Enterprise Core and Global Wholesale, partially offset by higher Consumer retail revenues driven by FiOS services and increased Strategic services revenues within Global Enterprise.

Mass Markets

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

Mass Markets revenues increased $0.2 billion or 4.2%, and $0.4 billion or 4.6%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to the expansion of FiOS services (Voice, Internet and Video), including our FiOS Quantum offerings, as well as changes in our pricing strategies, partially offset by the continued decline of local exchange revenues. FiOS represented approximately 75% of Consumer retail revenue during the three and six months ended June 30, 2014, compared to approximately 70% and 69%, respectively, during the similar periods in 2013.

Since July 1, 2013, we grew our subscriber base by 0.5 million FiOS Internet subscribers and 0.4 million FiOS Video subscribers, while also consistently improving penetration rates within our FiOS service areas. As of June 30, 2014, we achieved penetration rates of 40.1% and 35.3% for FiOS Internet and FiOS Video, respectively, compared to penetration rates of 38.6% and 34.5% for FiOS Internet and FiOS Video, respectively, as of June 30, 2013.

 

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The increase in Mass Markets revenues, driven by FiOS services, was partially offset by the decline of local exchange revenues primarily due to a 5.9% decline in Consumer retail voice connections resulting primarily from competition and technology substitution with wireless, VoIP (voice over internet protocol), broadband and cable services. Total voice connections include traditional switched access lines in service as well as FiOS digital voice connections. There was also a decline in Small business retail voice connections, primarily reflecting competition and a shift to both IP and high-speed circuits.

Global Enterprise

Global Enterprise offers Strategic services including network products and solutions, advanced communications services, and other core communications services to medium and large business customers, multinational corporations and state and federal government customers.

Global Enterprise revenues decreased $0.1 billion or 1.9%, and $0.2 billion or 3.2%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to a decline of $0.1 billion or 8.0%, and $0.2 billion or 8.9%, respectively, related to lower data networking revenues and voice services, which consist of traditional circuit-based services such as frame relay, private line and legacy voice and data services. These core services declined compared to the similar periods in 2013 as our customer base continued to migrate to next generation IP services. Also contributing to the decrease was the contraction of market rates due to competition and a decline in Core customer premise equipment revenues. This decrease was partially offset by increases in Strategic services revenues of $0.1 billion or 3.0%, and $0.1 billion or 2.4%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to increases in private IP communications, contact center solutions, our cloud and data center offerings, professional services and security solutions as well as our telematics offerings.

Global Wholesale

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

Global Wholesale revenues decreased $0.1 billion or 5.5%, and $0.2 billion or 6.0%, respectively, during the three and six months ended June 30, 2014 compared to the similar periods in 2013 primarily due to a decline in traditional voice revenues and a 6.4% decline in domestic wholesale connections as of June 30, 2014 compared to June 30, 2013. The traditional voice revenue declines are primarily due to a decrease in minutes of use (MOUs) and the effect of technology substitution. Also contributing to the decline in voice revenues is the continuing contraction of market rates due to competition. Partially offsetting the overall decrease in wholesale revenues were Ethernet migrations from core customers as well as continuing demand for high-speed digital data services from fiber-to-the-cell customers upgrading their core data circuits to Ethernet facilities. As a result of the customer migrations, at June 30, 2014, the number of core data circuits experienced a 15.3% decline compared to June 30, 2013.

Operating Expenses

 

    

Three Months Ended

June 30,

     Increase/    

Six Months Ended

June 30,

     Increase/  
(dollars in millions)    2014      2013      (Decrease)     2014      2013      (Decrease)  

Cost of services and sales

   $ 5,461      $ 5,407      $ 54       1.0   $ 10,920      $ 10,864      $ 56       0.5

Selling, general and administrative expense

     2,034        2,168        (134     (6.2     4,185        4,433        (248     (5.6

Depreciation and amortization expense

     2,005        2,085        (80     (3.8     4,038        4,180        (142     (3.4
  

 

 

    

 

 

     

 

 

    

 

 

   

Total Operating Expenses

   $   9,500      $   9,660      $   (160     (1.7   $   19,143      $   19,477      $   (334     (1.7
  

 

 

    

 

 

     

 

 

    

 

 

   

Cost of Services and Sales

During the three and six months ended June 30, 2014, Cost of services and sales increased compared to the similar periods in 2013 primarily due to an increase in content costs of $0.1 billion and $0.2 billion, respectively, associated with continued FiOS subscriber growth and programming license fee increases, which were partially offset by a decline in access costs, driven by declines in overall wholesale long distance volumes, and a decrease in costs related to customer premise equipment.

 

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Selling, General and Administrative Expense

During the three and six months ended June 30, 2014, Selling, general and administrative expenses decreased compared to the similar periods in 2013 primarily due to declines in employee costs, primarily as a result of lower headcount, as well as gains on the sale of assets. The decrease during the six months ended June 30, 2014 compared to the similar period in 2013 is also due to lower advertising expenses.

Depreciation and Amortization Expense

During the three and six months ended June 30, 2014, Depreciation and amortization expense decreased compared to the similar periods in 2013 primarily due to a decrease in net depreciable assets.

Segment Operating Income and EBITDA

 

    

Three Months Ended

June 30,

    Increase/    

Six Months Ended

June 30,

    Increase/  
(dollars in millions)    2014     2013     (Decrease)     2014     2013     (Decrease)  

Segment Operating Income

   $ 259     $ 74     $ 185       nm      $ 406     $ 87     $ 319       nm   

Add Depreciation and
amortization expense

     2,005       2,085       (80     (3.8 )%      4,038       4,180         (142     (3.4 )% 
  

 

 

   

 

 

     

 

 

   

 

 

   

Segment EBITDA

   $   2,264     $   2,159     $   105       4.9     $   4,444     $   4,267     $ 177       4.1  
  

 

 

   

 

 

     

 

 

   

 

 

   

Segment operating income margin

     2.7     0.8         2.1     0.4    

Segment EBITDA margin

     23.2     22.2         22.7     21.8    

nm – not meaningful

The changes in the table above during the three and six months ended June 30, 2014 compared to the similar periods in 2013 were primarily a result of the factors described in connection with operating revenues and operating expenses.

 

Other Items

 

Gain on Spectrum License Transactions

During the second quarter of 2014, we completed license exchange transactions with T-Mobile USA, Inc. (T-Mobile USA) to exchange certain AWS and Personal Communication Services (PCS) licenses. The exchange included a number of swaps that we expect will result in more efficient use of the AWS and PCS bands. As a result of these exchanges, we received $0.9 billion of AWS and PCS spectrum licenses at fair value and we recorded an immaterial gain.

During the second quarter of 2014, we completed transactions pursuant to two additional agreements with T-Mobile USA with respect to our remaining 700 MHz A block spectrum licenses. Under one agreement, we sold certain of these licenses to T-Mobile USA in exchange for cash consideration of approximately $2.4 billion, and under the second agreement we exchanged the remainder of our 700 MHz A block spectrum licenses as well as AWS and PCS spectrum licenses for AWS and PCS spectrum licenses. As a result, we received $1.6 billion of AWS and PCS spectrum licenses at fair value and we recorded a pre-tax gain of approximately $0.7 billion in Selling, general and administrative expense on our condensed consolidated statements of income for the three and six months ended June 30, 2014.

The Consolidated Adjusted EBITDA non-GAAP measure presented in the Consolidated Operating Income and EBITDA discussion (See “Consolidated Results of Operations”) excludes the gain on the spectrum license transactions described above.

 

Wireless Transaction Costs

As a result of the third-party indebtedness incurred to finance the Wireless Transaction, we incurred interest expense of $0.4 billion during the six months ended June 30, 2014 (see “Consolidated Financial Condition”). This amount represents only the interest expense incurred prior to the closing of the Wireless Transaction.

 

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Gain on Sale of Omnitel Interest

As a result of the sale of the Omnitel Interest on February 21, 2014, which was part of the consideration for the Wireless Transaction, we recorded a gain of $1.9 billion in Equity in earnings (losses) of unconsolidated businesses on our condensed consolidated statement of income for the six months ended June 30, 2014.

 

Early Debt Redemption Costs

During March 2014, we recorded net debt redemption costs of $0.9 billion in connection with the early redemption of $1.25 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, and the purchase of the following in the Tender Offer: $0.7 billion of the then outstanding $1.5 billion aggregate principal amount of Verizon 6.10% Notes due 2018, $0.8 billion of the then outstanding $1.5 billion aggregate principal amount of Verizon 5.50% Notes due 2018, $0.6 billion of the then outstanding $1.3 billion aggregate principal amount of Verizon 8.75% Notes due 2018, $0.7 billion of the then outstanding $1.25 billion aggregate principal amount of Verizon 5.55% Notes due 2016, $0.4 billion of the then outstanding $0.75 billion aggregate principal amount of Verizon 5.50% Notes due 2017, $0.6 billion of the then outstanding $1.0 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, $0.2 billion of the then outstanding $0.3 billion aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016 and $0.3 billion of the then outstanding $0.6 billion aggregate principal amount of GTE Corporation 6.84% Debentures due 2018.

 

Pension Remeasurement

During the three and six months ended June 30, 2013, we recorded net pre-tax pension remeasurement credits of approximately $0.2 billion, in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur. The pension remeasurement credits relate to settlements for employees who received lump-sum distributions. The credits were primarily driven by an approximately 75 basis point increase in our discount rate assumption used to determine the current year liabilities of one of our pension plans. The change in discount rate resulted in a gain of $0.3 billion, partially offset by a loss resulting from the difference between our expected return on assets assumption of 7.5% at December 31, 2012 and our annualized actual return on assets of 7.2% at June 30, 2013, as well as other losses ($0.1 billion). Our weighted-average discount rate assumption increased from 4.2% at December 31, 2012 to 5.0% at June 30, 2013.

The Consolidated Adjusted EBITDA non-GAAP measure presented in the Consolidated Operating Income and EBITDA discussion (See “Consolidated Results of Operations”) excludes the pension remeasurement described above.

 

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Consolidated Financial Condition

 

    

Six Months Ended

June 30,

       
(dollars in millions)    2014     2013     Change  

Cash Flows Provided By (Used In)

      

Operating activities

   $ 14,804     $ 17,148     $ (2,344

Investing activities

     (6,346     (7,835     1,489  

Financing activities

     (56,210        (10,618     (45,592
  

 

 

 

Decrease In Cash and Cash Equivalents

   $    (47,752   $ (1,305   $   (46,447
  

 

 

 

We use the net cash generated from our operations to fund network expansion and modernization, repay external financing, pay dividends and invest in new businesses. Our sources of funds, primarily from operations and, to the extent necessary, from external financing arrangements, are sufficient to meet ongoing operating and investing requirements. The cash portion of the purchase price for the Wireless Transaction was primarily funded by the incurrence of third-party indebtedness (see “Acquisitions and Divestitures”). We expect that our capital spending requirements will continue to be financed primarily through internally generated funds. Debt or equity financing may be needed to fund additional investments or development activities or to maintain an appropriate capital structure to ensure our financial flexibility. Our cash and cash equivalents are primarily held domestically in diversified accounts and are invested to maintain principal and liquidity. Accordingly, we do not have significant exposure to foreign currency fluctuations. See “Market Risk” for additional information regarding our foreign currency risk management strategies.

Our available external financing arrangements include credit available under credit facilities and other bank lines of credit, vendor financing arrangements, issuances of registered debt or equity securities and privately-placed capital market securities. We may also issue short-term debt through an active commercial paper program and have a $6.2 billion credit facility to support such commercial paper issuances, as well as a $2.0 billion 364-day revolving credit agreement.

 

Cash Flows Provided By Operating Activities

Our primary source of funds continues to be cash generated from operations, primarily from our Wireless segment. Net cash provided by operating activities during the six months ended June 30, 2014 decreased by $2.3 billion compared to the similar period in 2013 primarily due to a $1.5 billion increase in income tax payments due to the incremental income included in Verizon’s income since the closing of the Wireless Transaction and the impact of bonus depreciation recorded in 2013. Also contributing to the decrease was a $1.2 billion increase in interest payments primarily due to the incremental debt needed to fund the Wireless Transaction as well as a $0.8 billion increase in pension contributions. The decline was partially offset by an increase in earnings at our Wireless segment.

On February 21, 2014, we completed the acquisition of Vodafone’s indirect 45% interest in Verizon Wireless which, among other benefits discussed herein, also provides full access to the cash flows of Verizon Wireless. Having full access to all the cash flows from our wireless business gives us the ability to continue to invest in our networks and spectrum, meet evolving customer requirements for products and services and take advantage of new growth opportunities across our lines of business.

 

Cash Flows Used In Investing Activities

Capital Expenditures

Capital expenditures continue to be our primary use of capital resources as they facilitate the introduction of new products and services, enhance responsiveness to competitive challenges and increase the operating efficiency and productivity of our networks.

 

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Capital expenditures, including capitalized software, were as follows:

 

    

Six Months Ended

June 30,

 
(dollars in millions)    2014     2013  

Wireless

   $ 5,325     $ 4,270  

Wireline

     2,730       2,949  

Other

     439       397  
  

 

 

 
   $   8,494     $   7,616  
  

 

 

 

Total as a percentage of revenue

     13.6     12.9

The increase in capital expenditures during the six months ended June 30, 2014 compared to the similar period in 2013 was primarily due to investments to increase the capacity of our 4G LTE network, partially offset by lower capital expenditures at Wireline as a result of decreased legacy spending requirements.

Acquisitions

In February 2014, Verizon acquired a business dedicated to the development of IP television for cash consideration that was not significant.

Dispositions

During the six months ended June 30, 2014, we completed spectrum license transactions. As a result, we received proceeds of $2.4 billion. See “Acquisitions and Divestitures” for additional information.

 

Cash Flows Used In Financing Activities

We seek to maintain a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. During the six months ended June 30, 2014 and 2013, net cash used in financing activities was $56.2 billion and $10.6 billion, respectively. The change in cash flows used in financing activities during six months ended June 30, 2014 as compared to the similar period in 2013 was primarily driven by the use of $58.89 billion as part of the consideration for the Wireless Transaction. See “Acquisitions and Divestitures” for additional information.

During February 2014, we issued €1.75 billion aggregate principal amount of 2.375% Notes due 2022, €1.25 billion aggregate principal amount of 3.25% Notes due 2026 and £0.85 billion aggregate principal amount of 4.75% Notes due 2034. The issuance of these Notes resulted in cash proceeds of approximately $5.4 billion, net of discounts and issuance costs. The net proceeds were used, in part, to finance the Wireless Transaction. Net proceeds not used to finance the Wireless Transaction were used for general corporate purposes. Also, during February 2014, we issued $0.5 billion aggregate principal amount of 5.90% Notes due 2054 resulting in cash proceeds of approximately $0.5 billion, net of discounts and issuance costs. The net proceeds were used for general corporate purposes.

 

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On March 10, 2014, we announced the commencement of a tender offer (the Tender Offer) to purchase for cash any and all of the series of notes listed in the following table:

 

(dollars in millions, except for Purchase Price)   

Interest

Rate

    Maturity     

Principal

Amount

Outstanding

    

Purchase

Price (1)

    

Principal

Amount

Purchased

 

Verizon Communications

     6.10     2018      $   1,500      $   1,170.07      $ 748  
     5.50     2018        1,500        1,146.91        763  
     8.75     2018        1,300        1,288.35        564  
     5.55     2016        1,250        1,093.62        652  
     5.50     2017        750        1,133.22        353  

Cellco Partnership and Verizon Wireless Capital LLC

     8.50     2018        1,000        1,279.63        619  

Alltel Corporation

     7.00     2016        300        1,125.26        157  

GTE Corporation

     6.84     2018        600        1,196.85        266  
             

 

 

 
              $   4,122  
             

 

 

 

(1) Per $1,000 principal amount of notes

The Tender Offer for each series of notes was subject to a financing condition, which was either satisfied or waived with respect to all series. The Tender Offer expired on March 17, 2014 and settled on March 19, 2014. In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase. During March 2014, we recorded early debt redemption costs in connection with the Tender Offer (see “Early Debt Redemption”).

During March 2014, we issued $4.5 billion aggregate principal amount of fixed and floating rate notes resulting in cash proceeds of approximately $4.5 billion, net of discounts and issuance costs. The issuances consisted of the following: $0.5 billion aggregate principal amount Floating Rate Notes due 2019 that bear interest at a rate equal to three-month LIBOR plus 0.77% which rate will be reset quarterly, $0.5 billion aggregate principal amount of 2.55% Notes due 2019, $1.0 billion aggregate principal amount of 3.45% Notes due 2021, $1.25 billion aggregate principal amount of 4.15% Notes due 2024 and $1.25 billion aggregate principal amount of 5.05% Notes due 2034. During March 2014, the net proceeds were used to purchase notes in the Tender Offer described above.

During March 2014, Verizon Wireless redeemed $1.25 billion aggregate principal amount of the Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 at 127.135% of the principal amount of such notes, plus accrued and unpaid interest (see “Early Debt Redemption”). Also, during March 2014, $1.0 billion of LIBOR plus 0.61% Verizon Communications Notes and $1.5 billion of 1.95% Verizon Communications Notes matured and were repaid.

Verizon may continue to acquire debt securities issued by Verizon and its affiliates in the future through open market purchases, privately negotiated transactions, tender offers, exchange offers, or otherwise, upon such terms and at such prices as Verizon may from time to time determine for cash or other consideration.

May Exchange Offer

On May 29, 2014, we announced the commencement of a private exchange offer (the May Exchange Offer) to exchange up to all Cellco Partnership and Verizon Wireless Capital LLC’s £0.6 billion outstanding aggregate principal amount of 8.875% Notes due December 18, 2018 (the Old Notes) for Verizon’s new sterling-denominated Notes due 2024 (the New Notes) and an amount of cash. This exchange offer has been accounted for as a modification of debt. In connection with the May Exchange Offer, which expired on June 25, 2014, we issued £0.7 billion aggregate principal of New Notes and made a cash payment of £22 million in exchange for £0.6 billion aggregate principal amount of tendered Old Notes. The New Notes bear interest at a rate of 4.073% per annum.

Concurrent with the issuance of the New Notes, we entered into cross currency swaps to fix our future interest and principal payments in U.S. dollars (see “Market Risk”).

 

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Term Loan Agreement

During February 2014, we drew $6.6 billion pursuant to a term loan agreement with a group of major financial institutions to finance, in part, the Wireless Transaction. $3.3 billion of the loans under the term loan agreement have a maturity of three years (the 3-Year Loans) and $3.3 billion of the loans under the term loan agreement have a maturity of five years (the 5-Year Loans). The 5-Year Loans provide for the partial amortization of principal during the last two years that they are outstanding. Loans under the term loan agreement bear interest at floating rates. The term loan agreement contains certain negative covenants, including a negative pledge covenant, a merger or similar transaction covenant and an accounting changes covenant, affirmative covenants and events of default that are customary for companies maintaining an investment grade credit rating. In addition, the term loan agreement requires us to maintain a leverage ratio (as defined in the term loan agreement) not in excess of 3.50:1.00, until our credit ratings are equal to or higher than A3 and A- at Moody’s Investors Service and Standard & Poor’s Ratings Services, respectively.

During June 2014, we issued $3.3 billion aggregate principal amount of fixed and floating rate notes resulting in cash proceeds of approximately $3.3 billion, net of discounts and issuance costs. The issuances consisted of the following: $1.3 billion aggregate principal amount of Floating Rate Notes due 2017 that will bear interest at a rate equal to three-month LIBOR plus 0.40% which will be reset quarterly and $2.0 billion aggregate principal amount of 1.35% Notes due 2017. We used the net proceeds from the offering of these notes to repay the 3-year Loans on June 12, 2014.

Other Credit Facilities

As of June 30, 2014, the unused borrowing capacity under our $6.2 billion credit facility was approximately $6.1 billion and the unused borrowing capacity under our $2.0 billion 364-day revolving credit agreement was $2.0 billion.

Early Debt Redemption

During March 2014, we recorded net debt redemption costs of $0.9 billion in connection with the early redemption of $1.25 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, and the purchase of the following in the Tender Offer: $0.7 billion of the then outstanding $1.5 billion aggregate principal amount of Verizon 6.10% Notes due 2018, $0.8 billion of the then outstanding $1.5 billion aggregate principal amount of Verizon 5.50% Notes due 2018, $0.6 billion of the then outstanding $1.3 billion aggregate principal amount of Verizon 8.75% Notes due 2018, $0.7 billion of the then outstanding $1.25 billion aggregate principal amount of Verizon 5.55% Notes due 2016, $0.4 billion of the then outstanding $0.75 billion aggregate principal amount of Verizon 5.50% Notes due 2017, $0.6 billion of the then outstanding $1.0 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, $0.2 billion of the then outstanding $0.3 billion aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016 and $0.3 billion of the then outstanding $0.6 billion aggregate principal amount of GTE Corporation 6.84% Debentures due 2018.

Other, net

The change in Other, net financing activities during the six months ended June 30, 2014 compared to the similar period in 2013 was primarily driven by net early debt redemption costs of $0.9 billion.

Additionally, in the second quarter of 2014 we made our final tax distribution to Vodafone pursuant to the Cellco Partnership agreement.

Dividends

As in prior periods, dividend payments were a significant use of capital resources. During the six months ended June 30, 2014, we paid $3.6 billion in cash dividends. During the six months ended June 30, 2013, we paid $2.9 billion in cash dividends. The increase in cash dividends is primarily due to the issuance of approximately 1.27 billion shares of Verizon common stock as part of the consideration paid to complete the Wireless Transaction.

Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareowner plans, including 3.9 million common shares issued from Treasury stock during the six months ended June 30, 2014, which had an aggregate value of $0.2 billion.

Special Distribution

In May 2013, the Board of Representatives of Verizon Wireless declared a distribution to its owners, which was paid in the second quarter of 2013 in proportion to their partnership interests on the payment date, in the aggregate amount of $7.0 billion. As a result, Vodafone received a cash payment of $3.15 billion and the remainder of the distribution was received by Verizon.

 

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As a result of the completion of the Wireless Transaction on February 21, 2014, we now have full ownership of Verizon Wireless and will no longer make special distributions to Vodafone.

Common Stock

As a result of the Wireless Transaction, Verizon issued approximately 1.27 billion shares of Verizon common stock.

On February 28, 2014, our previously authorized share buyback program expired. On March 7, 2014, the Verizon Board of Directors approved a new share buyback program, which authorized the repurchase of up to 100 million shares of Verizon common stock terminating no later than the close of business on February 28, 2017. The program permits Verizon to repurchase shares over time, with the amount and timing of repurchases depending on market conditions and corporate needs.

Verizon did not repurchase any shares of Verizon common stock through its authorized share buyback program during the six months ended June 30, 2014.

Covenants

Our credit agreements contain covenants that are typical for large, investment grade companies. These covenants include requirements to pay interest and principal in a timely fashion, pay taxes, maintain insurance with responsible and reputable insurance companies, preserve our corporate existence, keep appropriate books and records of financial transactions, maintain our properties, provide financial and other reports to our lenders, limit pledging and disposition of assets and mergers and consolidations, and other similar covenants. Additionally, the term loan credit agreement and the 364-day revolving credit agreement require us to maintain a leverage ratio (as such term is defined in those agreements) not in excess of 3.50:1.00 until our credit ratings are equal to or higher than A3 and A- at Moody’s Investors Service and Standard & Poor’s Ratings Services, respectively.

We and our consolidated subsidiaries are in compliance with all of our debt covenants.

 

Decrease In Cash and Cash Equivalents

Our Cash and cash equivalents at June 30, 2014 totaled $5.8 billion, a $47.8 billion decrease compared to Cash and cash equivalents at December 31, 2013 primarily as a result of the completion of the Wireless Transaction.