Price Graph
Price
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(Mark one)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Delaware
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23-2259884
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1095 Avenue of the Americas
New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.10 par value
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New York Stock Exchange
The NASDAQ Global Select Market
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Large accelerated filer
ü
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Accelerated filer __
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Emerging growth company__
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Non-accelerated filer __
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(Do not check if a smaller reporting company)
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Smaller reporting company__
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Item No.
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Certifications
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PART I
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Item 1. Business
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General
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Wireless
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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 (U.S.).
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Wireline
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Wireline’s
voice, data and video communications products and enhanced services include broadband video and data services, corporate networking solutions, security and managed network services and local and long distance voice services. We provide these products and services to consumers in the U.S., as well as to carriers, businesses and government customers both in the U.S. and around the world.
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Wireless
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Network reliability, capacity and coverage.
We consider a wireless network that consistently provides high-quality and reliable service to be a key differentiator in the U.S. market and driver of customer satisfaction. Lower prices, improved service quality and new wireless service offerings, which in many cases include video content, have led to increased customer usage of wireless services, which, in turn, puts pressure on network capacity. In order to compete effectively, wireless service providers must keep pace with network capacity needs and offer highly reliable national coverage through their networks. We believe that the depth and breadth of our network provides our fundamental strength and is the basis for our competitive advantage in the wireless marketplace. We expect that our investments in our 4G LTE network to increase network capacity will enable us to meet consumer demand.
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Pricing.
Service and equipment pricing play an important role in the wireless competitive landscape, with plans that address both the postpaid and prepaid customer. As the demand for wireless services continues to grow, we and other wireless service providers are offering service plans at competitive prices that include unlimited data access, voice minutes and text messages, and we also offer plans with data access in varying megabyte or gigabyte sizes. We and many other wireless service providers also allow customers on certain plans to carry over unused data allowances to the next billing period, or to stay online at a reduced data speed after using all of a data allowance for a billing period. In addition, some wireless service providers have bundled wireless service offerings with other products while others offer promotional pricing and incentives targeted specifically to customers of Verizon Wireless.
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Customer service.
We believe that high-quality customer service is a key factor in retaining customers and attracting new customers, including those of other wireless providers. Our customer service, retention and satisfaction programs are based on providing customers with convenient and easy-to-use products and services and focusing on their needs in order to promote long-term relationships and minimize churn. Our competitors also recognize the importance of customer service and are also focused on improving in this area. As part of our effort to transform and simplify the customer experience, we developed the My Verizon app, which enables customers to manage their price plan, data usage, account and billing from their devices. To promote long-term relationships with our customers, we launched the Verizon Up program, which offers a variety of rewards to customers in exchange for points they earn in connection with their account-related transactions with Verizon Wireless. The program offers customers discounts on products, services and access to experiences, such as sporting events, shows and concerts.
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Product and service development.
As wireless technologies develop and wireless broadband networks proliferate, continued customer and revenue growth will be increasingly dependent on the development of new and enhanced data products and services. We continue to pursue the development and rapid deployment of new and innovative wireless products and services both independently and in collaboration with application and content providers. We also collaborate with various device manufacturers in the development of distinctive smartphones and other wireless devices that can access the growing array of data applications and content available over the Internet. We continue to focus on increasing the penetration of smartphones, tablets and other connected devices throughout our customer base.
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Sales and distribution.
The key to achieving sales success in the wireless industry is the reach and quality of sales channels and distribution points. We believe that attaining the optimal combination of varying distribution channels is important to achieving industry-leading profitability, as measured by operating income. We endeavor to increase sales through our company-operated stores, outside sales teams and telemarketing, web-based sales and fulfillment capabilities, our extensive indirect distribution network of retail outlets and prepaid replenishment locations, and through manufacturers of laptops and netbooks with embedded 4G LTE and 3G modules that can access the Internet on our network at broadband speeds. In addition, we sell network access to both traditional resellers, which resell network services to their end-users, and to various companies to enable wireless communications for their IoT devices or services.
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Capital resources.
In order to expand the capacity and coverage of their networks and introduce new products and services, wireless service providers require significant capital resources. We generate significant cash flow from operations, as do some of our competitors.
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Wireline
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Fios Custom TV,
which provides customers with seven distinct package offerings. The seven choices are: Kids and Pop, Sports and News, Action and Entertainment, News and Variety, Home and Family, Lifestyle and Reality, and Infotainment and Drama. Each package includes the local versions of the major broadcast stations and other similar local content and then adds on 45 + specialty channels driven by popular viewership choices;
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Fios on Demand,
which gives Fios customers the ability to watch content virtually anytime and anywhere, on any compatible device. Customers who subscribe to Fios Internet and video services also have the ability to upload their photos, music and videos to their personal Fios on Demand Library, which gives them access to this content via various data-capable devices. With the Fios Mobile App, programming can be streamed to a customer’s tablet or other mobile device; and
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Fios Multi-Room DVR,
which provides customers the ability to record up to 12 shows at once and control live TV from any room in their home.
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Networks.
We offer a robust portfolio of network connectivity products to help our enterprise and business customers connect with their employees, partners, vendors, customers and, for our government customers, their constituents.
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◦
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Internet.
We offer our enterprise and business customers the ability to connect to the Internet via our Fios Internet and our dedicated Internet access services, which provide extensive bandwidth, configuration and billing options designed to address specific business needs.
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◦
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Private Networks.
Our private networking services connect multiple business locations securely through our Private IP (MPLS) and Ethernet services, generally via fiber optic based connectivity. Point to point connectivity via Ethernet or Wavelength is also available.
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Virtual and Software Defined Networks.
We provide our enterprise and business customers with the ability to leverage the power of Software Defined Networking technologies, such as SD-WAN or Virtual Network Services (VNS), with easily
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Advanced Communications Services.
We offer a suite of services to our enterprise and business customers to help them communicate with their employees, partners, vendors, constituents and customers.
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Voice over IP (VoIP).
Our VoIP services enable communications via our cost-effective and simple-to-operate managed IP based communications services for enterprise and business customers that seek a hosted IP communications/phone system or an IP based telephony service for on-premise phone systems or private branch exchanges (PBX).
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Unified Communications & Collaboration (UC&C).
Our UC&C services, an expansion of our VoIP services, provide our business customers with unified tools for communications and collaboration such as instant messaging, video, collaboration, presence, etc.
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Customer Experience/Contact Center.
We offer our business customers the ability to deliver integrated support services to their own customers, employees or constituents. Hosted and on-premise versions are available, which include the ability to support remote agents and integration with our business customer’s back office systems and tools.
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Security services.
We offer a suite of management and data security services to help enterprise, business and governments protect, detect and respond to security threats spanning their networks, data, applications and infrastructure, which enable them to maintain customer trust and confidence.
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Core services.
Core services include core voice and data services, which consist of a comprehensive portfolio of domestic and global solutions utilizing traditional telecommunications technology. Voice services include local exchange, regional, long distance and toll-free calling along with voice messaging services, conferencing and contact center solutions. Core data includes private line and data access networks. Core services also include the provision of customer premises equipment, and installation, maintenance and site services. We continue to transition customers out of copper-based legacy voice and data services to fiber services, including IP and Ethernet.
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Data services.
We offer a robust portfolio of data services with varying speeds and options to enhance our wholesale customers’ networks and provide connections to their end-users and subscribers. Our data services include high-speed digital data offerings, such as Ethernet and Wavelength services, as well as core time-division multiplexing (TDM) data circuits, such as DS1s and DS3s. In addition, we receive revenue from data services that is generated from carriers that buy dedicated local exchange capacity to support their private networks. We have also launched a dark fiber product for wireless carriers as demand for wireless data continues to grow and dark fiber plays a larger role in their network architecture.
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Voice services.
We provide switched access services that allow carriers to complete their end-user calls that originate or terminate within our territory. In addition, we provide originating and terminating voice services throughout the U.S. and globally utilizing our TDM and VoIP networks.
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Local services.
We offer an array of local dial tone and broadband services to competitive local exchange carriers, some of which are offered to comply with telecommunications regulations. In addition, we offer services such as colocation, resale and unbundled network elements in compliance with applicable regulations.
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Fios.
Our fiber-to-the-home network through which we provide our Fios residential broadband service has passed over 17.3 million premises in the U.S. as of December 31, 2017. Residential broadband service has seen significant growth in bandwidth demand over the past several years, and we believe that demand will continue to grow. The continued emergence of new video services, new data applications and the proliferation of IP devices in the home will continue to drive new network requirements for increased data speeds and throughput. We believe that the Passive Optical Network (PON) technology underpinning Fios makes us well positioned to meet these demands in a cost-effective and efficient manner. Our PON technology provides the flexibility to adapt our network to deliver increased data speeds and new services without major overhauls or replacements to the fiber-optic infrastructure.
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Global IP
. Verizon owns and operates one of the largest global fiber networks in the world, providing connectivity to business customers in more than 150 countries. Our global IP network includes long-haul, metro and submarine assets that span over 900,000 route miles and enable and support far reaching international operations.
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Bandwidth (speed) and network reliability.
Consumers and small business customers are seeking to leverage fast and reliable connections for entertainment, communications and productivity. As online and online-enabled activities increase, so will bandwidth requirements, both downstream and upstream. To succeed, we and other network-based providers must ensure that our networks can meet these increasing bandwidth requirements.
In addition, network reliability and security are increasingly important competitive factors for our Enterprise Solutions and Business Markets customers, which include State, Local and Education (SLED), and Small and Medium Business (SMB) customers. We continue to invest in our network to be able to meet growing bandwidth demand and provide reliable and secure networks.
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Pricing.
Cable operators, telecommunications companies and integrated service providers use pricing to capture market share from incumbents. Pricing is also a significant factor as non-traditional modes of providing communication services emerge and new entrants compete for customers. For example, VoIP and portal-based calling is free or nearly free to customers and is often supported by advertising revenues.
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Customer service.
Customers expect industry-leading service from their service providers. As technologies and services evolve, the ability to excel in this area is important for customer acquisition and retention. For our Consumer Markets and Business Markets customers, we compete in this area through our service representatives and online support. We provide our Enterprise Solutions customers with ready access to their system and performance information and we conduct proactive testing of our network to identify issues before they affect their customers. In the Partner Solutions business, we believe service improvement can be achieved through continued system automation initiatives.
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Product differentiation.
As a result of pricing pressures, providers need to differentiate their products and services. Customers are shifting their focus from access to applications and are seeking ways to leverage their broadband and video connections. Converged features, such as integrated wireless and wireline functionality, are becoming similarly important, driven by both customer demand and technological advancement.
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Innovation.
The delivery of new and innovative products and services has been accelerating. To compete effectively, providers need to continuously review, improve and refine their product portfolio and customer service experience and develop and rapidly deploy new products and services tailored to the needs of the customer.
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Media and Telematics
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In June 2015, we completed our acquisition of AOL Inc. (AOL), a leader in digital content and advertising. AOL’s business model aligns with our approach, and we believe that its combination of owned and operated content properties plus a digital advertising platform enhances our ability to further develop future revenue streams.
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In June 2017, we completed our acquisition of the operating business of Yahoo! Inc. (Yahoo), a leader in search, communications, digital content and advertising. Yahoo informs, connects and entertains through its search, communications and digital content products. Yahoo also connects advertisers with target audiences through a streamlined advertising technology stack that utilizes a combination of data, content and technology. Verizon has combined Yahoo's operating business with our existing Media business, which included AOL's operations and the content delivery platform of Verizon Digital Media Services (VDMS), to create a new organization named Oath, which
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We continue to invest in VDMS, which offers a scalable platform for delivering content, including live broadcasts, video on demand, games, software and websites, to our customers on their devices at any time. As the digital platform reshapes the delivery of media and entertainment content, there is an increasing need for a stable, high-quality video delivery platform. We are focused on providing a simple end-to-end global platform for the delivery of media to consumers, which we believe will be superior to that offered by the existing and highly fragmented media delivery ecosystem. This platform is targeted at media and entertainment companies and other businesses focused on delivering their digital products and services through the Internet. We also expect, through the VDMS platform, to support video initiatives and offerings, such as Fios and wireless, across the business.
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We have established relationships with leading sports leagues to bring compelling content to our customers across our digital platforms. We recently announced a multi-year partnership with the National Football League (NFL) in which Verizon’s portfolio of premium digital and mobile media properties, such as Yahoo Sports, will stream in-market and national games, including national pre-season, regular season and playoff games, and the Super Bowl to mobile phones. We also recently announced an innovative, multi-year partnership with the National Basketball Association (NBA) that will deliver one of the most comprehensive video streaming offerings of NBA content - from live out-of-market games via NBA League Pass to highlights, fantasy basketball, original programming and more via Yahoo Sports, Yahoo Fantasy and across Verizon’s family of media brands. As part of the partnership, the NBA and Verizon will unveil a series of innovative collaborations leveraging Verizon's leading network and technology to deliver premium NBA content and unique fan experiences. Verizon also has rights to deliver leading soccer games, including La Liga and Liga MX, to its customers.
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We have made investments in converging technologies and services involving content delivery networks (CDNs), video streaming and related consumer hardware to leverage new content models. Our wireless network enables us to move towards a unified video strategy that positions us to take advantage of this growth opportunity. We began using Multimedia Broadcast Multicast Service (MBMS) technology to develop our LTE Multicast service. MBMS has the potential to enhance our network efficiency and provide our customers with access to live streaming video content with virtually no buffering, regardless of the number of devices using the service.
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During 2016, we established Verizon Hearst Media Partners, LLC, a content joint venture with Hearst Entertainment & Syndication (Hearst), to build new multiplatform digital video channels targeted to the mobile millennial audience. In partnership with Hearst, we have also invested in two media companies, AwesomenessTV Holdings, LLC and Complex Media, Inc., which are leaders in producing content targeted at key demographics, in order to further diversify our content and distribution businesses within our digital media portfolio.
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Fleet management and telematics.
We provide in-vehicle solutions that enable vehicle navigation, GPS tracking, engine diagnostic monitoring and maintenance alerts;
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Energy.
We offer solutions targeted to providing the energy sector with greater visibility into energy usage and the ability to remotely monitor devices used to track energy usage; and
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Smart Communities.
Our solutions enable localities to collect data from IoT and connected machine technologies with the goal of improving public safety, managing traffic, reducing pollution, identifying revenue generation opportunities, making efficient use of limited resources and attracting businesses, residents and workers.
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Patents, Trademarks and Licenses
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Acquisitions and Divestitures
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Regulatory and Competitive Trends
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Environmental Matters
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Executive Officers
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Employees
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Information on Our Internet Website
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Cautionary Statement Concerning Forward-Looking Statements
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adverse conditions in the U.S. and international economies;
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the effects of competition in the markets in which we operate;
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material changes in technology or technology substitution;
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disruption of our key suppliers’ provisioning of products or services;
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changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks;
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breaches of network or information technology security, natural disasters, terrorist attacks or acts of war or significant litigation and any resulting financial impact not covered by insurance;
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our high level of indebtedness;
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an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing;
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material adverse changes in labor matters, including labor negotiations, and any resulting financial and/or operational impact;
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significant increases in benefit plan costs or lower investment returns on plan assets;
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changes in tax laws or treaties, or in their interpretation;
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changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings;
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the inability to implement our business strategies; and
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the inability to realize the expected benefits of strategic transactions.
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Item 1A. Risk Factors
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requiring Verizon to dedicate significant cash flow from operations to the payment of principal, interest and other amounts payable on its debt and the preferred stock issued by an entity acquired in a transaction with Vodafone, which would reduce the funds Verizon has available for other purposes, such as working capital, capital expenditures and acquisitions;
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making it more difficult or expensive for Verizon to obtain any necessary future financing for working capital, capital expenditures, debt service requirements, debt refinancing, acquisitions or other purposes;
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reducing Verizon’s flexibility in planning for or reacting to changes in its industry and market conditions;
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making Verizon more vulnerable in the event of a downturn in its business; and
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exposing Verizon to increased interest rate risk to the extent that its debt obligations are at variable interest rates.
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Item 1B. Unresolved Staff Comments
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Item 2. Properties
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At December 31,
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2017
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2016
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Network equipment
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78.3
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%
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78.5
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%
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Land, buildings and building equipment
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12.1
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%
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12.0
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%
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Furniture and other
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9.6
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%
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9.5
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%
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100.0
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%
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100.0
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%
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Our properties as a percentage of total properties are as follows:
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At December 31,
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2017
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2016
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Wireline
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50.7
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%
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51.7
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Wireless
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47.1
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%
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46.8
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%
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Other
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2.2
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%
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1.5
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%
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100.0
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%
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100.0
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%
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Item 3. Legal Proceedings
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Item 4. Mine Safety Disclosures
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PART II
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Market Price
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Cash Dividend
Declared
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High
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Low
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2017
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Fourth Quarter
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$
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53.69
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$
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43.97
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$
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.5900
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Third Quarter
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50.32
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42.80
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.5900
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Second Quarter
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49.55
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44.36
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.5775
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First Quarter
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54.83
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47.80
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.5775
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2016
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Fourth Quarter
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$
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53.90
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$
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46.01
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$
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.5775
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Third Quarter
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56.95
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51.02
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.5775
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Second Quarter
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55.92
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49.05
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.5650
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First Quarter
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54.37
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43.79
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.5650
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Item 6. Selected Financial Data
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Item 8. Financial Statements and Supplementary Data
|
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A. Controls and Procedures
|
|
Item 9B. Other Information
|
|
PART III
|
|
Item 10. Directors, Executive Officers and Corporate Governance
|
|
Name
|
|
Age
|
|
|
Office
|
|
Held Since
|
|
Lowell C. McAdam
|
|
63
|
|
|
Chairman and Chief Executive Officer
|
|
2011
|
|
Timothy M. Armstrong
|
|
47
|
|
|
Executive Vice President and President and CEO - Oath
|
|
2018
|
|
Matthew D. Ellis
|
|
46
|
|
|
Executive Vice President and Chief Financial Officer
|
|
2016
|
|
Rima Qureshi
|
|
53
|
|
|
Executive Vice President and Chief Strategy Officer
|
|
2017
|
|
Marc C. Reed
|
|
59
|
|
|
Executive Vice President and Chief Administrative Officer
|
|
2012
|
|
Craig L. Silliman
|
|
50
|
|
|
Executive Vice President of Public Policy and General Counsel
|
|
2015
|
|
Anthony T. Skiadas
|
|
49
|
|
|
Senior Vice President and Controller
|
|
2013
|
|
John G. Stratton
|
|
56
|
|
|
Executive Vice President and President - Global Operations
|
|
2015
|
|
Hans E. Vestberg
|
|
52
|
|
|
Executive Vice President, President - Global Networks and Chief Technology Officer
|
|
2017
|
|
Item 11. Executive Compensation
|
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
|
||||
|
Equity compensation plans approved by security holders
|
12,612,515
|
|
(1)
|
$
|
—
|
|
(2)
|
90,595,679
|
|
(3)
|
|
Equity compensation plans not approved by security holders
|
163,484
|
|
(4)
|
—
|
|
|
—
|
|
|
|
|
Total
|
12,775,999
|
|
|
$
|
—
|
|
|
90,595,679
|
|
|
|
(1)
|
This amount includes: 12,608,707 shares of common stock subject to outstanding restricted stock units and performance stock units, and 3,808 shares subject to outstanding deferred stock units, in each case including dividend equivalents accrued on such awards through December 31, 2017. This does not include performance stock units, deferred stock units and deferred share equivalents payable solely in cash.
|
|
(2)
|
Verizon’s outstanding restricted stock units, performance stock units and deferred stock units do not have exercise prices associated with the settlement of these awards.
|
|
(3)
|
This number reflects the number of shares of common stock that remained available for future issuance under the 2017 LTIP.
|
|
(4)
|
This number reflects shares subject to deferred stock units credited to the Verizon Income Deferral Plan, which were awarded in 2002 under the Verizon Communications Broad-Based Incentive Plan. No new awards are permitted to be issued under this plan.
|
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14. Principal Accounting Fees and Services
|
|
PART IV
|
|
Item 15. Exhibits, Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
Report of Management on Internal Control Over Financial Reporting
|
|
*
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
|
*
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
Report of Independent Registered Public Accounting Firm on Financial Statements
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Financial Statements covered by Report of Independent Registered Public Accounting Firm:
|
|
|
|
|
|
|
Consolidated Statements of Income
|
|
*
|
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
*
|
|
|
|
|
Consolidated Balance Sheets
|
|
*
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
*
|
|
|
|
|
Consolidated Statements of Changes in Equity
|
|
*
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
* Incorporated herein by reference to the appropriate portions of the registrant’s Annual Report to Shareowners for the fiscal year ended December 31, 2017. (See Part II.)
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
Financial Statement Schedule
|
|
|
|
|
|
|
|
|
|
|
|
|
II – Valuation and Qualifying Accounts
|
|
29
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
Exhibits
Exhibits identified in parentheses below, on file with the SEC, are incorporated herein by reference as exhibits hereto. Unless otherwise indicated, all exhibits so incorporated are from File No. 1-8606.
|
|
|
|
Exhibit
Number
|
|
Description
|
||
|
|
|
|
|
|
|
|
Restated Certificate of Incorporation of Verizon Communications Inc. (Verizon) (filed as Exhibit 3a to Form 10-Q for the period ended June 30, 2014 and incorporated herein by reference).
|
|||
|
|
|
|
|
|
|
|
Bylaws of Verizon, as amended and restated, effective as of November 3, 2016 (filed as Exhibit 3b to Form 8-K filed on November 4, 2016 and incorporated herein by reference).
|
|||
|
|
|
|
|
|
|
|
Indenture between Verizon, both individually and as successor in interest to Verizon Global Funding Corp., and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee, dated as of December 1, 2000 (incorporated by reference to Verizon Global Funding Corp.’s Registration Statement on Form S-4, Registration No. 333-64792, Exhibit 4.1).
|
|||
|
|
|
|
|
|
|
|
First Supplemental Indenture between Verizon, both individually and as successor in interest to Verizon Global Funding Corp., and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee, dated as of May 15, 2001 (incorporated by reference to Verizon Global Funding Corp.’s Registration Statement on Form S-3, Registration No. 333-67412, Exhibit 4.2).
|
|||
|
|
|
|
|
|
|
|
Second Supplemental Indenture between Verizon, both individually and as successor in interest to Verizon Global Funding Corp., and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee, dated as of September 29, 2004 (incorporated by reference to Form 8-K filed on February 9, 2006, Exhibit 4.1).
|
|||
|
|
|
|
|
|
|
|
Third Supplemental Indenture between Verizon, both individually and as successor in interest to Verizon Global Funding Corp., and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee, dated as of February 1, 2006 (incorporated by reference to Form 8-K filed on February 9, 2006, Exhibit 4.2).
|
|||
|
|
|
|
|
|
|
|
Fourth Supplemental Indenture between Verizon, both individually and as successor in interest to Verizon Global Funding Corp., and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee, dated as of April 4, 2016 (incorporated by reference to Verizon Communications Inc.’s Registration Statement on Form S-4, Registration No. 333-212307, Exhibit 4.5).
|
|||
|
|
|
|
|
|
|
|
|
Except for Exhibits 4a – 4e above, no other instrument which defines the rights of holders of long-term debt of Verizon and its consolidated subsidiaries is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, Verizon hereby agrees to furnish a copy of any such instrument to the SEC upon request.
|
||
|
|
|
|
|
|
|
|
NYNEX Directors’ Charitable Award Program (filed as Exhibit 10i to Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
2009 Verizon Long-Term Incentive Plan, As Amended and Restated (incorporated by reference to Appendix D of the Registrant’s Proxy Statement included in Schedule 14A filed on March 18, 2013).**
|
|||
|
|
|
|
|
|
|
|
|
|
Performance Stock Unit Agreement 2015-2017 Award Cycle (filed as Exhibit 10a to Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Unit Agreement 2015-2017 Award Cycle (filed as Exhibit 10b to Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Performance Stock Unit Agreement 2016-2018 Award Cycle (filed as Exhibit 10a to Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Unit Agreement 2016-2018 Award Cycle (filed as Exhibit 10b to Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Form of 2017 Performance Stock Unit Agreement pursuant to the 2009 Verizon Communications Inc. Long-Term Incentive Plan. (filed as Exhibit 10a to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Form of 2017 Restricted Stock Unit Agreement pursuant to the 2009 Verizon Communications Inc. Long-Term Incentive Plan (filed as Exhibit 10b to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
2017 Special Performance Stock Unit Agreement pursuant to the 2009 Verizon Communications Inc. Long-Term Incentive Plan for J. Stratton (filed as Exhibit 10c to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
2017 Verizon Communications Inc. Long-Term Incentive Plan (incorporated by reference to Appendix B of the Registrant’s Proxy Statement included in Schedule 14A filed on March 20, 2017).**
|
|||
|
|
|
|
|
|
|
|
|
|
Form of 2017 Performance Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan. (filed as Exhibit 10a to Form 10-Q for the period ended June 30, 2017 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Form of 2017 Restricted Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (filed as Exhibit 10b to Form 10-Q for the period ended June 30, 2017 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
2017 Special Restricted Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (filed as Exhibit 10c to Form 10-Q for the period ended June 30, 2017 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
|
|
Form of 2017 Restricted Stock Unit Agreement (cash-settled) pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan, filed herewith.
|
|
|
|
|
|
|
|
|
|
Verizon Short-Term Incentive Plan, As Amended and Restated (incorporated by reference to Appendix C of the Registrant’s Proxy Statement included in Schedule 14A filed on March 23, 2009).**
|
|||
|
|
|
|
|
|
|
|
Verizon Executive Deferral Plan, filed herewith.**
|
|||
|
|
|
|
|
|
|
|
Verizon Income Deferral Plan (filed as Exhibit 10f to Form 10-Q for the period ended June 30, 2002 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
|
|
Description of Amendment to Plan (filed as Exhibit 10o(i) to Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
Verizon Excess Pension Plan (filed as Exhibit 10p to Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
|
|
Description of Amendment to Plan (filed as Exhibit 10p(i) to Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).**
|
|
|
|
|
|
|
|
|
|
GTE’s Executive Salary Deferral Plan, as amended (filed as Exhibit 10.10 to GTE’s Form 10-K for the year ended December 31, 1998, File No. 1-2755 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
Bell Atlantic Senior Management Long-Term Disability and Survivor Protection Plan, as amended (filed as Exhibit 10h to Form SE filed on March 27, 1986 and Exhibit 10b(ii) to Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
fGTE Executive Retiree Life Insurance Plan (filed as Exhibit 10q to Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
Verizon Executive Life Insurance Plan, As Amended and Restated September 2009 (filed as Exhibit 10s to Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
Form of Aircraft Time Sharing Agreement, filed herewith.**
|
|||
|
|
|
|
|
|
|
|
NYNEX Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 10iii 5a to NYNEX’s Quarterly Report on Form 10-Q for the period ended June 30, 1996, File No. 1-8608 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
Verizon Senior Manager Severance Plan (filed as Exhibit 10d to Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference).**
|
|||
|
|
|
|
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges filed herewith.
|
|||
|
|
|
|
|
|
|
|
Portions of Verizon’s Annual Report to Shareowners for the fiscal year ended December 31, 2017, filed herewith. Only the information incorporated by reference into this Form 10-K is included in the exhibit.
|
|||
|
|
|
|
|
|
|
|
List of principal subsidiaries of Verizon, filed herewith.
|
|||
|
|
|
|
|
|
|
|
Consent of Ernst & Young LLP, filed herewith.
|
|||
|
|
|
|
|
|
|
|
Powers of Attorney, filed herewith.
|
|||
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|||
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|||
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|||
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|||
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
||
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
||
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
||
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
||
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
||
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
||
|
|
|
|
|
|
|
**
|
|
Indicates management contract or compensatory plan or arrangement.
|
||
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
|
|||||||||||
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Description
|
|
Balance at
Beginning of Period |
|
|
Charged to
Expenses |
|
|
Charged to Other Accounts Note (a)
|
|
|
Deductions
Note (b) |
|
|
Balance at End of Period (c)
|
|
|||||
|
Allowance for Uncollectible Accounts Receivable:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year 2017
|
|
$
|
1,146
|
|
|
$
|
1,167
|
|
|
$
|
205
|
|
|
$
|
1,319
|
|
|
$
|
1,199
|
|
|
Year 2016
|
|
1,037
|
|
|
1,420
|
|
|
150
|
|
|
1,461
|
|
|
1,146
|
|
|||||
|
Year 2015
|
|
739
|
|
|
1,610
|
|
|
146
|
|
|
1,458
|
|
|
1,037
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Description
|
|
Balance at
Beginning of Period |
|
|
Charged to
Expenses |
|
|
Charged to Other Accounts Note (d)
|
|
|
Deductions
Note (e) |
|
|
Balance at End of Period
|
|
|||||
|
Valuation Allowance for Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year 2017
|
|
$
|
2,473
|
|
|
$
|
765
|
|
|
$
|
273
|
|
|
$
|
218
|
|
|
$
|
3,293
|
|
|
Year 2016
|
|
3,414
|
|
|
146
|
|
|
47
|
|
|
1,134
|
|
|
2,473
|
|
|||||
|
Year 2015
|
|
1,841
|
|
|
237
|
|
|
1,701
|
|
|
365
|
|
|
3,414
|
|
|||||
|
(a)
|
Allowance for Uncollectible Accounts Receivable primarily includes amounts previously written off which were credited directly to this account when recovered.
|
|
(b)
|
Amounts written off as uncollectible or transferred to other accounts or utilized.
|
|
(c)
|
Allowance for Uncollectible Accounts Receivable includes approximately
$260 million
,
$301 million
and
$155 million
at
December 31, 2017
,
2016
, and
2015
, respectively, related to long-term device payment plan receivables.
|
|
(d)
|
Valuation Allowance for Deferred Tax Assets includes an increase to the valuation allowance as a result of the acquisition of AOL in 2015 and amounts charged to equity and reclassifications from other balance sheet accounts.
|
|
(e)
|
Reductions to valuation allowances related to deferred tax assets.
|
|
Signatures
|
|
VERIZON COMMUNICATIONS INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony T. Skiadas
|
Date: February 23, 2018
|
|
|
Anthony T. Skiadas
Senior Vice President and Controller
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
/s/ Lowell C. McAdam
|
Chairman and Chief
Executive Officer
|
February 23, 2018
|
|
Lowell C. McAdam
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
/s/ Matthew D. Ellis
|
Executive Vice President and
Chief Financial Officer
|
February 23, 2018
|
|
Matthew D. Ellis
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
/s/ Anthony T. Skiadas
|
Senior Vice President and
Controller
|
February 23, 2018
|
|
Anthony T. Skiadas
|
|
|
|
/s/ Lowell C. McAdam
|
Director
|
February 23, 2018
|
|
Lowell C. McAdam
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Shellye L. Archambeau
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Mark T. Bertolini
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Richard L. Carrión
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Melanie L. Healey
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
M. Frances Keeth
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Karl-Ludwig Kley
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Clarence Otis, Jr.
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Rodney E. Slater
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Kathryn A. Tesija
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Gregory D. Wasson
|
|
|
|
|
|
|
|
*
|
Director
|
February 23, 2018
|
|
Gregory G. Weaver
|
|
|
|
|
|
|
|
* By: /s/ Anthony T. Skiadas
|
|
|
|
Anthony T. Skiadas
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(as attorney-in-fact)
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|---|---|---|
| AMUNDI | 24,210,076 | 942,740,362 | |
| Aristotle Capital Management, LLC | 22,217,597 | 888,481,693 | |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 11,257,488 | 450,186,945 | |
| AMERICAN CENTURY COMPANIES INC | 10,513,785 | 420,446,276 | |
| Allianz Asset Management GmbH | 9,687,191 | 387,390,769 | |
| Alyeska Investment Group, L.P. | 8,937,180 | 357,397,828 | |
| AMUNDI ASSET MANAGEMENT US, INC. | 6,025,049 | 350,357 | |
| abrdn plc | 5,317,633 | 211,296,147 | |
| APG Asset Management N.V. | 5,186,786 | 200,308,616 | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 4,285,872 | 171,392,021 | |
| AQR CAPITAL MANAGEMENT LLC | 3,691,099 | 147,053,389 | |
| Aperio Group, LLC | 3,649,522 | 214,409 | |
| ASSETMARK, INC | 3,152,184 | 126,055,834 | |
| ACADIAN ASSET MANAGEMENT LLC | 2,119,723 | 84,745 | |
| Asset Management One Co., Ltd. | 2,048,962 | 92,940,916 | |
| AMF Tjanstepension AB | 1,756,452 | 70,334,663 | |
| AMUNDI ASSET MANAGEMENT US, INC. | 1,508,550 | 87,699 | |
| Allspring Global Investments Holdings, LLC | 1,359,299 | 61,684,989 | |
| ARIEL INVESTMENTS, LLC | 1,352,692 | 54,094,153 | |
| Advisors Asset Management, Inc. | 1,312,405 | 52,483,076 | |
| Arizona State Retirement System | 1,235,411 | 56,038,243 | |
| ABEILLE ASSET MANAGEMENT SA | 1,136,747 | 44,788 | |
| AMUNDI | 1,016,101 | 40,669,443 | |
| Assenagon Asset Management S.A. | 956,064 | 43,367,063 | |
| AE Wealth Management LLC | 953,247 | 38,120,313 | |
| Almanack Investment Partners, LLC. | 937,051 | 42,504,645 | |
| AMALGAMATED BANK | 841,375 | 38,165 | |
| Achmea Investment Management B.V. | 823,139 | 37,337 | |
| &PARTNERS | 740,275 | 29,837,877 | |
| ALPS ADVISORS INC | 708,734 | 32,148,174 | |
| Alpha Cubed Investments, LLC | 688,201 | 31,216,778 | |
| Alaska Permanent Fund Corp | 544,040 | 21,756,159 | |
| Arnhold LLC | 470,271 | 18,806,137 | |
| ARS Wealth Advisors Group, LLC | 400,807 | 18,180,618 | |
| Americana Partners, LLC | 376,312 | 15,048,729 | |
| Advisory Services Network, LLC | 359,853 | 14,390,530 | |
| Aquatic Capital Management LLC | 354,607 | 14,180,734 | |
| ADVOCATE GROUP LLC | 342,525 | 15,536,934 | |
| Allworth Financial LP | 338,799 | 14,503,980 | |
| Argent Trust Co | 279,381 | 11,172,467 | |
| American Investment Services, Inc. | 237,888 | 10,683,529 | |
| Alpha Omega Wealth Management LLC | 234,993 | 10,659,265 | |
| Advisors Capital Management, LLC | 228,684 | 9,145,079 | |
| 1834 INVESTMENT ADVISORS CO | 226,162 | 9,044,211 | |
| Alley Investment Management Company, LLC | 199,126 | 9,032,355 | |
| ADVISORY RESEARCH INC | 195,904 | 7,834,202 | |
| ADVISORS MANAGEMENT GROUP INC /ADV | 176,495 | 8,006 | |
| AMG National Trust Bank | 155,172 | 6,150,810 | |
| Ascent Group, LLC | 154,102 | 6,162,550 | |
| 1832 Asset Management L.P. | 144,592 | 5,782,234 | |
| American Assets Investment Management, LLC | 140,000 | 5,598,600 | |
| Apollon Wealth Management, LLC | 131,782 | 5,977,653 | |
| American Portfolios Advisors | 129,385 | 4,912,745 | |
| ARS Wealth Advisors, LLC | 125,731 | 7,045 | |
| ADVISOR PARTNERS LLC | 119,216 | 6,050 | |
| ADVISOR PARTNERS II, LLC | 110,834 | 3,592,144 | |
| Allen Capital Group, LLC | 110,602 | 5,016,889 | |
| AR ASSET MANAGEMENT INC | 100,259 | 4,009 | |
| Ameritas Investment Company, LLC | 98,971 | 5,345 | |
| Andesa Financial Management Inc. | 98,675 | 1,805,355 | |
| Annex Advisory Services, LLC | 94,593 | 4,290,734 | |
| Ameritas Advisory Services, LLC | 87,134 | 3,794,030 | |
| Arjuna Capital | 86,789 | 3,470,693 | |
| Aptus Capital Advisors, LLC | 86,503 | 3,459,249 | |
| Ashton Thomas Private Wealth, LLC | 82,594 | 3,302,922 | |
| 44 WEALTH MANAGEMENT LLC | 80,979 | 3,673,202 | |
| AGF MANAGEMENT LTD | 79,829 | 3,192,362 | |
| AIA Group Ltd | 77,167 | 3,085,908 | |
| Alliance Wealth Advisors, LLC /UT | 74,302 | 2,971,333 | |
| Allegiant Private Advisors, LLC | 73,648 | 4,126 | |
| Arete Wealth Advisors, LLC | 67,597 | 2,694 | |
| Abundance Wealth Counselors | 67,037 | 3,030 | |
| Ancora Advisors LLC | 61,358 | 2,453,696 | |
| ADVENT CAPITAL MANAGEMENT /DE/ | 55,000 | 2,199,450 | |
| apricus wealth, LLC | 48,239 | 2,188,099 | |
| AlphaCore Capital LLC | 44,982 | 1,798,835 | |
| Ashfield Capital Partners, LLC | 44,077 | 1,674 | |
| Ameritas Investment Partners, Inc. | 43,093 | 1,723,289 | |
| 55I, LLC | 42,065 | 1,598 | |
| AHL INVESTMENT MANAGEMENT, INC. | 41,736 | 1,893,162 | |
| Aldebaran Capital, LLC | 40,671 | 1,626,433 | |
| Ascent Wealth Partners, LLC | 39,641 | 1,798,116 | |
| 180 WEALTH ADVISORS, LLC | 39,311 | 1,783,160 | |
| Accurate Wealth Management, LLC | 39,106 | 1,709,947 | |
| AGF Investments LLC | 39,077 | 1,484 | |
| Aigen Investment Management, LP | 34,926 | 1,396,691 | |
| Acropolis Investment Management, LLC | 34,891 | 1,582,660 | |
| AFFINITY INVESTMENT ADVISORS, LLC | 33,911 | 1,356,101 | |
| Allegheny Financial Group | 33,704 | 1,347,856 | |
| ARMSTRONG ADVISORY GROUP, INC | 33,231 | 1,328,893 | |
| Asset Dedication, LLC | 32,211 | 1,461,102 | |
| Alberta Investment Management Corp | 32,200 | 1,287,678 | |
| Alexandria Capital, LLC | 30,502 | 1,647 | |
| Altium Wealth Management LLC | 30,134 | 1,529 | |
| AM INVESTMENT STRATEGIES LLC | 30,097 | 1,204 | |
| 17 CAPITAL PARTNERS, LLC | 29,888 | 1,195,221 | |
| AGF INVESTMENTS INC. | 29,603 | 1,124 | |
| AlphaStar Capital Management, LLC | 28,322 | 1,284,675 | |
| Asset Advisors Investment Management, LLC | 26,665 | 1,209,524 | |
| AlphaQuest LLC | 26,466 | 1,058,375 |
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|---|---|---|
Unilever PLC and Unilever N.V. (2015-2021) Mr. Colao previously served on our Board from 2019 to 2021. | |||
Key responsibilities and activities • Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security, bribery and corruption, and certain environmental and climate-related matters), and oversee management’s programs and policies to monitor, assess and manage such exposures • Assess Verizon’s overall control environment, including controls related to financial reporting, ESG-related public regulatory reporting, disclosure, compliance and significant financial and business risks • Appoint, approve fees for, assess the independence and oversee the work of the independent registered public accounting firm • Oversee financial reporting and disclosure matters, including review of the annual and quarterly reports on Forms 10-K and 10-Q, earnings releases and guidance, and the process for the CEO and Chief Financial Officer (CFO) certifications • Oversee Verizon’s internal audit function and review significant internal audit findings and recommendations • Assess Verizon’s compliance processes and programs, including the Code of Conduct • Review the Chief Compliance Officer’s annual report regarding anti-corruption compliance, compliance with significant regulatory obligations, export controls and data protection • Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets • Assess procedures for handling complaints and confidential, anonymous employee submissions relating to accounting, internal accounting controls or auditing matters • Review reports and disclosures of significant conflicts of interest The Board has determined that each of Ms. Austin, Ms. Archambeau, and Mr. Otis is an audit committee financial expert, and that Messrs. Narasimhan and Weaver were audit committee financial experts during their tenures on the Audit Committee in 2024. | |||
Key responsibilities and activities • Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security, bribery and corruption, and certain environmental and climate-related matters), and oversee management’s programs and policies to monitor, assess and manage such exposures • Assess Verizon’s overall control environment, including controls related to financial reporting, ESG-related public regulatory reporting, disclosure, compliance and significant financial and business risks • Appoint, approve fees for, assess the independence and oversee the work of the independent registered public accounting firm • Oversee financial reporting and disclosure matters, including review of the annual and quarterly reports on Forms 10-K and 10-Q, earnings releases and guidance, and the process for the CEO and Chief Financial Officer (CFO) certifications • Oversee Verizon’s internal audit function and review significant internal audit findings and recommendations • Assess Verizon’s compliance processes and programs, including the Code of Conduct • Review the Chief Compliance Officer’s annual report regarding anti-corruption compliance, compliance with significant regulatory obligations, export controls and data protection • Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets • Assess procedures for handling complaints and confidential, anonymous employee submissions relating to accounting, internal accounting controls or auditing matters • Review reports and disclosures of significant conflicts of interest The Board has determined that each of Ms. Austin, Ms. Archambeau, and Mr. Otis is an audit committee financial expert, and that Messrs. Narasimhan and Weaver were audit committee financial experts during their tenures on the Audit Committee in 2024. | |||
Marketing and brand management: Served as Chief Marketing Officer at two public companies (Loudcloud and NorthPoint Communications), leading the design and implementation of all sales and marketing strategies and driving revenue growth. As President of Blockbuster.com, launched the entertainment retailer’s first online presence. | |||
Key responsibilities and activities • Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security, bribery and corruption, and certain environmental and climate-related matters), and oversee management’s programs and policies to monitor, assess and manage such exposures • Assess Verizon’s overall control environment, including controls related to financial reporting, ESG-related public regulatory reporting, disclosure, compliance and significant financial and business risks • Appoint, approve fees for, assess the independence and oversee the work of the independent registered public accounting firm • Oversee financial reporting and disclosure matters, including review of the annual and quarterly reports on Forms 10-K and 10-Q, earnings releases and guidance, and the process for the CEO and Chief Financial Officer (CFO) certifications • Oversee Verizon’s internal audit function and review significant internal audit findings and recommendations • Assess Verizon’s compliance processes and programs, including the Code of Conduct • Review the Chief Compliance Officer’s annual report regarding anti-corruption compliance, compliance with significant regulatory obligations, export controls and data protection • Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets • Assess procedures for handling complaints and confidential, anonymous employee submissions relating to accounting, internal accounting controls or auditing matters • Review reports and disclosures of significant conflicts of interest The Board has determined that each of Ms. Austin, Ms. Archambeau, and Mr. Otis is an audit committee financial expert, and that Messrs. Narasimhan and Weaver were audit committee financial experts during their tenures on the Audit Committee in 2024. | |||
The membership, structure, policies and practices of our Board and its committees promote the effective exercise of the Board’s role in the governance of Verizon. In addition, our Corporate Governance Guidelines provide a framework for the Board’s operations and address key governance practices. The Corporate Governance and Policy Committee monitors best practices and developments in corporate governance, considers the views of Verizon’s shareholders, and periodically recommends changes to the Board’s policies and practices, including the Corporate Governance Guidelines. Our Directors provide input on the operation of the Board annually, as part of the Board assessment process, and as warranted throughout the year. Board leadership structure Verizon’s governance framework provides the Board with the flexibility to select the appropriate Board leadership structure for the Company. In making this leadership structure determination, the Board considers many factors, including the specific needs of the business and the long-term interests of our shareholders. Given the dynamic and highly competitive environment in which Verizon operates, the Board believes that Verizon and our shareholders are best served by a Chairman who has broad and deep knowledge of our industry, providing valuable knowledge to the Board and increasing the information available to the Board, and who has the vision, energy and experience to position Verizon as the leader of transformational change in the communications ecosystem. Based on these considerations, the Board has determined that, at this time, our CEO, Hans Vestberg, is the Director best qualified to serve in the role of Chairman. As CEO, Mr. Vestberg also has a greater understanding of the strategies and tactics of the Company and can most readily identify potential opportunities and challenges. To maintain an appropriate level of independent oversight, checks and balances in its governance, and consistent with the Corporate Governance Guidelines, the independent members of the Board have elected an independent Lead Director who has the responsibilities described under “Role of the Lead Director.” Daniel Schulman currently serves as Lead Director. Mr. Schulman gained extensive risk management experience as a director of Symantec Corporation, a global leader in cybersecurity, for nearly 20 years, including serving as the independent chairman for six years, and is well qualified to lead the Board in fulfilling its oversight role. The Lead Director and our Chairman and CEO meet and speak with each other regularly about the Company’s strategy and operations and the functioning of the Board. The Lead Director provides a tangible independent source of authority and serves as an impartial resource for the Board to express its views regarding management. In addition, the Lead Director represents the Board in communications with shareholders and other stakeholders regularly, and any shareholder or interested party may communicate directly with the Lead Director. All Directors play an active role in overseeing Verizon’s business at both the Board and committee level. Every Director receives the agenda for each Board meeting in advance and can request changes. In addition, all Directors have unrestricted access to the Chairman and the senior leadership team at all times. The Board believes that shareholders are best served by this current leadership structure because it features an independent Lead Director who provides independent and objective oversight, and who can express the Board’s positions in a forthright manner. This structure also strengthens our independent Directors’ ability to be fully involved in the Board’s operations and decision-making, and to fulfill their risk management and oversight responsibilities. | |||
Daniel Schulman Lead Director Role of the Lead Director • Promotes a strong Board culture, including encouraging and facilitating active participation of all Directors • Approves the agenda, schedule and materials for all Board meetings, in consultation with the Chairman • Is available to advise the committee chairs in fulfilling their designated responsibilities • Acts as principal liaison with the Chairman • Chairs executive sessions, including those held to evaluate the CEO’s performance and compensation • Chairs any meeting of the Board if the Chairman is not present • Calls Board meetings and executive sessions as needed • Leads the Board’s annual self-evaluation • Oversees the process for CEO succession planning along with the Human Resources Committee • Acts as a primary point of contact for Board communication with major shareholders and other key stakeholders, as appropriate | |||
Mr. Otis served as Lead Director until December 5, 2024, when Mr. Schulman succeeded him in this role. | |||
Responsible business metrics Responsible business metrics reinforce our corporate purpose to power and empower how people live, work and play. As a large, multinational company with a broad customer and employee base, we know that our operations are strengthened when we have diverse perspectives and experiences reflected in our workforce and business partners. We are committed to reducing the environmental impact of our operations because we believe that effective emissions and energy management lowers current and future operating costs and is necessary for the transition to a low-carbon economy. For our 2024 Short-Term Plan, the Committee utilized responsible business metrics and targets that assessed the percentage of our U.S.-based workforce that is comprised of women and minorities (workforce diversity) , the amount of our overall annual supplier spend with, or directed to, diverse firms (diverse supplier spend) and the percentage by which we reduce our carbon intensity – the amount of carbon our business emits divided by the terabytes of data we transport over our networks – as compared to the prior year (carbon intensity reduction) . |
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Name and
principal position |
Year
|
Salary
($) |
Bonus
($) |
Stock
awards
1
($) |
Option
awards ($) |
Non-equity
incentive plan compensation 2 ($) |
Change
in
pension value and nonqualified deferred compensation earnings 3 ($) |
All
other
compensation 4 ($) |
Total
($) |
|||||||||
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Hans Vestberg Chairman and Chief Executive Officer |
2024 | 1,500,000 | 0 | 18,000,033 | 0 | 3,862,500 | 0 | 797,491 | 24,160,024 | |||||||||
| 2023 | 1,500,000 | 0 | 18,000,042 | 0 | 4,087,500 | 0 | 541,775 | 24,129,317 | ||||||||||
| 2022 | 1,500,000 | 0 | 14,500,057 | 0 | 3,262,500 | 0 | 570,193 | 19,832,750 | ||||||||||
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Anthony Skiadas Executive Vice President and Chief Financial Officer |
2024 | 1,000,000 | 0 | 8,500,049 | 0 | 1,545,000 | 0 | 205,005 | 11,250,054 | |||||||||
| 2023 | 741,667 | 0 | 7,000,069 | 0 | 1,076,375 | 0 | 113,202 | 8,931,313 | ||||||||||
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Sowmyanarayan Sampath Executive Vice President and Group CEO – Verizon Consumer |
2024 | 1,200,000 | 0 | 10,000,032 | 0 | 1,854,000 | 0 | 221,783 | 13,275,815 | |||||||||
| 2023 | 1,016,667 | 0 | 8,500,049 | 0 | 1,716,750 | 0 | 146,496 | 11,379,962 | ||||||||||
| 2022 | 779,808 | 0 | 7,000,050 | 0 | 838,463 | 0 | 135,805 | 8,754,126 | ||||||||||
|
Kyle Malady Executive Vice President and Group CEO – Verizon Business |
2024 | 1,100,000 | 0 | 9,250,020 | 0 | 1,699,500 | 1,047 | 249,610 | 12,300,177 | |||||||||
| 2023 | 983,333 | 0 | 8,000,027 | 0 | 1,635,000 | 2,959 | 188,884 | 10,810,203 | ||||||||||
| 2022 | 900,000 | 0 | 6,500,051 | 0 | 1,174,500 | 0 | 196,565 | 8,771,116 | ||||||||||
|
Vandana Venkatesh Executive Vice President – Public Policy and Chief Legal Officer |
2024 | 700,000 | 0 | 4,500,068 | 0 | 1,081,500 | 3,973 | 149,593 | 6,435,134 | |||||||||
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Craig Silliman* Former Executive Vice President and President – Verizon Global Services |
2024 | 925,000 | 0 | 7,750,037 | 0 | 1,429,125 | 0 | 5,018,745 | 15,122,907 | |||||||||
| 2023 | 900,000 | 0 | 7,500,021 | 0 | 1,471,500 | 633 | 172,028 | 10,044,182 | ||||||||||
| 2022 | 850,000 | 0 | 6,500,098 | 0 | 1,109,250 | 0 | 175,149 | 8,634,497 |
Customers
| Customer name | Ticker |
|---|---|
| Amazon.com, Inc. | AMZN |
| Big Lots, Inc. | BIG |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|---|---|---|
| Vestberg Hans Erik | - | 214,612 | 350,181 |
| Vestberg Hans Erik | - | 188,767 | 231,000 |
| Malady Kyle | - | 67,966 | 16,087 |
| Silliman Craig L. | - | 60,150 | 5,154 |
| Silliman Craig L. | - | 46,295 | 5,078 |
| Sampath Sowmyanarayan | - | 24,714 | 7,665 |
| Malady Kyle | - | 19,008 | 18,409 |
| Stillwell Mary-Lee | - | 18,668 | 0 |
| Venkatesh Vandana | - | 14,459 | 6,128 |
| Russo Joseph J. | - | 11,816 | 5,222 |
| Stillwell Mary-Lee | - | 7,167 | 0 |
| Hammock Samantha | - | 0 | 68 |