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VERIZON COMMUNICATIONS INC. AND SUBSIDIARIES REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FINANCIAL REPORTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING We, the management of Verizon Communications Inc., are responsible To The Board of Directors and Shareowners of Verizon for establishing and maintaining adequate internal control over financial Communications Inc.: reporting of the company. Management has evaluated internal control We have audited Verizon Communications Inc. and subsidiaries’ (Verizon) over financial reporting of the company using the criteria for effective internal control over financial reporting as of December 31, 2013, internal control established in Internal Control–Integrated Framework based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992. Commission in 1992 (1992 framework) (the COSO criteria). Verizon’s man- Management has assessed the effectiveness of the company’s internal agement is responsible for maintaining effective internal control over control over financial reporting as of December 31, 2013. Based on this financial reporting, and for its assessment of the effectiveness of internal assessment, we believe that the internal control over financial reporting control over financial reporting included in the accompanying Report of of the company is effective as of December 31, 2013. In connection with Management on Internal Control Over Financial Reporting. Our respon- this assessment, there were no material weaknesses in the company’s sibility is to express an opinion on the company’s internal control over internal control over financial reporting identified by management. financial reporting based on our audit. The company’s financial statements included in this Annual Report We conducted our audit in accordance with the standards of the Public have been audited by Ernst & Young LLP, independent registered public Company Accounting Oversight Board (United States). Those standards accounting firm. Ernst & Young LLP has also provided an attestation require that we plan and perform the audit to obtain reasonable assur- report on the company’s internal control over financial reporting. ance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary Lowell C. McAdam in the circumstances. We believe that our audit provides a reasonable Chairman and Chief Executive Officer basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external pur- Francis J. Shammo poses in accordance with generally accepted accounting principles. A Executive Vice President and Chief Financial Officer company’s internal control over financial reporting includes those poli- cies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assur- ance that transactions are recorded as necessary to permit preparation of Anthony T. Skiadas financial statements in accordance with generally accepted accounting Senior Vice President and Controller principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and direc- tors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dis- position of the company’s assets that could have a material effect on the financial statements. 36 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING REPORT OF INDEPENDENT REGISTERED FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING PUBLIC ACCOUNTING FIRM Because of its inherent limitations, internal control over financial reporting To The Board of Directors and Shareowners of Verizon may not prevent or detect misstatements. Also, projections of any evalua- Communications Inc.: tion of effectiveness to future periods are subject to the risk that controls We have audited the accompanying consolidated balance sheets of may become inadequate because of changes in conditions, or that the Verizon Communications Inc. and subsidiaries (Verizon) as of December degree of compliance with the policies or procedures may deteriorate. 31, 2013 and 2012, and the related consolidated statements of income, In our opinion, Verizon maintained, in all material respects, effective comprehensive income, cash flows and changes in equity for each of internal control over financial reporting as of December 31, 2013, based the three years in the period ended December 31, 2013. These financial on the COSO criteria. statements are the responsibility of Verizon’s management. Our respon- sibility is to express an opinion on these financial statements based on We also have audited, in accordance with the standards of the Public our audits. Company Accounting Oversight Board (United States), the consolidated balance sheets of Verizon as of December 31, 2013 and 2012, and the We conducted our audits in accordance with the standards of the Public related consolidated statements of income, comprehensive income, cash Company Accounting Oversight Board (United States). Those stan- flows and changes in equity for each of the three years in the period dards require that we plan and perform the audit to obtain reasonable ended December 31, 2013 of Verizon and our report dated February 27, assurance about whether the financial statements are free of material 2014 expressed an unqualified opinion thereon. misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifi- cant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Ernst & Young LLP In our opinion, the financial statements referred to above present fairly, New York, New York in all material respects, the consolidated financial position of Verizon February 27, 2014 at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Verizon’s internal control over financial reporting as of December 31, 2013, based on cri- teria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 27, 2014 expressed an unqualified opinion thereon. Ernst & Young LLP New York, New York February 27, 2014 37 VERIZON COMMUNICATIONS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (dollars in millions, except per share amounts) Years Ended December 31, 2013 2012 2011 Operating Revenues $ 120,550 $ 115,846 $ 110,875 Operating Expenses Cost of services and sales (exclusive of items shown below) 44,887 46,275 45,875 Selling, general and administrative expense 27,089 39,951 35,624 Depreciation and amortization expense 16,606 16,460 16,496 Total Operating Expenses 88,582 102,686 97,995 Operating Income 31,968 13,160 12,880 Equity in earnings of unconsolidated businesses 142 324 444 Other income and (expense), net (166) (1,016) (14) Interest expense (2,667) (2,571) (2,827) Income Before (Provision) Benefit For Income Taxes 29,277 9,897 10,483 (Provision) Benefit for income taxes (5,730) 660 (285) Net Income $ 23,547 $ 10,557 $ 10,198 Net income attributable to noncontrolling interests $ 12,050 $ 9,682 $ 7,794 Net income attributable to Verizon 11,497 875 2,404 Net Income $ 23,547 $ 10,557 $ 10,198 Basic Earnings Per Common Share Net income attributable to Verizon $ 4.01 $ .31 $ .85 Weighted-average shares outstanding (in millions) 2,866 2,853 2,833 Diluted Earnings Per Common Share Net income attributable to Verizon $ 4.00 $ .31 $ .85 Weighted-average shares outstanding (in millions) 2,874 2,862 2,839 See Notes to Consolidated Financial Statements 38 VERIZON COMMUNICATIONS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) Years Ended December 31, 2013 2012 2011 Net Income $ 23,547 $ 10,557 $ 10,198 Other Comprehensive Income, net of taxes Foreign currency translation adjustments 60 69 (119) Unrealized gain (loss) on cash flow hedges 25 (68) 30 Unrealized gain (loss) on marketable securities 16 29 (7) Defined benefit pension and postretirement plans 22 936 316 Other comprehensive income attributable to Verizon 123 966 220 Other comprehensive income (loss) attributable to noncontrolling interests (15) 10 1 Total Comprehensive Income $ 23,655 $ 11,533 $ 10,419 Comprehensive income attributable to noncontrolling interests
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