Verizon Communications Inc. 2020 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 (I.R.S. Employer Identification No.) of incorporation or organization) 1095 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 395-1000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.10 VZ New York Stock Exchange Common Stock, par value $0.10 VZ The NASDAQ Global Select Market 1.625% Notes due 2024 VZ24B New York Stock Exchange 4.073% Notes due 2024 VZ24C New York Stock Exchange 0.875% Notes due 2025 VZ25 New York Stock Exchange 3.250% Notes due 2026 VZ26 New York Stock Exchange 1.375% Notes due 2026 VZ26B New York Stock Exchange 0.875% Notes due 2027 VZ27E New York Stock Exchange 1.375% Notes due 2028 VZ28 New York Stock Exchange 1.125% Notes due 2028 VZ28A New York Stock Exchange 1.875% Notes due 2029 VZ29B New York Stock Exchange 1.250% Notes due 2030 VZ30 New York Stock Exchange 1.875% Notes due 2030 VZ30A New York Stock Exchange 2.625% Notes due 2031 VZ31 New York Stock Exchange 2.500% Notes due 2031 VZ31A New York Stock Exchange 0.875% Notes due 2032 VZ32 New York Stock Exchange 1.300% Notes due 2033 VZ33B New York Stock Exchange 4.750% Notes due 2034 VZ34 New York Stock Exchange 3.125% Notes due 2035 VZ35 New York Stock Exchange 3.375% Notes due 2036 VZ36A New York Stock Exchange 2.875% Notes due 2038 VZ38B New York Stock Exchange 1.875% Notes due 2038 VZ38C New York Stock Exchange 1.500% Notes due 2039 VZ39C New York Stock Exchange 3.500% Fixed Rate Notes due 2039 VZ39D New York Stock Exchange 1.850% Notes due 2040 VZ40 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No At June 30, 2020, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $228,143,965,409. At January 29, 2021, 4,138,148,588 shares of the registrant’s common stock were outstanding, after deducting 153,285,058 shares held in treasury. Documents Incorporated By Reference: Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the registrant’s 2021 Annual Meeting of Shareholders (Part III). TABLE OF CONTENTS Item No. Page PART I Item 1. Business 4 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 18 Item 2. Properties 18 Item 3. Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 19 Securities Item 6. Selected Financial Data 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47 Item 8. Financial Statements and Supplementary Data 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 104 Item 9A. Controls and Procedures 104 Item 9B. Other Information 104 PART III Item 10. Directors, Executive Officers and Corporate Governance 105 Item 11. Executive Compensation 106 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 106 Item 13. Certain Relationships and Related Transactions, and Director Independence 106 Item 14. Principal Accounting Fees and Services 106 PART IV Item 15. Exhibits and Financial Statement Schedules 107 Item 16. Form 10-K Summary 112 Signatures 112 Certifications PART I Item 1. Business General 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, technology, information and entertainment products and services to consumers, businesses and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control. Our principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036 (telephone number 212-395-1000). We have two reportable segments that we operate and manage as strategic business units - Verizon Consumer Group (Consumer) and Verizon Business Group (Business). Verizon Consumer Group Our Consumer segment provides consumer-focused wireless and wireline communications services and products. Our wireless services are provided across one of the most extensive wireless networks in the United States (U.S.) under the Verizon brand and through wholesale and other arrangements. Our wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Fios. In 2020, the Consumer segment’s revenues were $88.5 billion, representing approximately 69% of Verizon’s consolidated revenues. As of December 31, 2020, Consumer had approximately 94 million wireless retail connections, approximately 7 million broadband connections, which includes Fios and Digital Subscriber Line (DSL) internet connections, and approximately 4 million Fios video connections. Verizon Business Group Our Business segment provides wireless and wireline communications services and products, including data, video and conferencing services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various Internet of Things (IoT) services and products. We provide these products and services to businesses, government customers and wireless and wireline carriers across the U.S. and select products and services to customers around the world. In 2020, the Business segment's revenues were $31.0 billion, representing approximately 24% of Verizon’s consolidated revenues. As of December 31, 2020, Business had approximately 27 million wireless retail postpaid connections and approximately 482 thousand broadband connections, which includes Fios and DSL internet connections. Additional discussion of our reportable segments is included in Item 7. under the headings "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview" and - "Segment Results of Operations" and in Note 13 to the consolidated financial statements of Verizon Communications Inc. and Subsidiaries. Service and Product Offerings Our Consumer segment's wireless and wireline products and services are available to our retail customers, as well as resellers that purchase wireless network access from us on a wholesale basis. Our Business segment’s wireless and wireline products and services are organized by the primary customer groups targeted by these offerings: Small and Medium Business, Global Enterprise, Public Sector and Other, and Wholesale. Wireless We offer wireless services and equipment to customers of both Consumer and Business. Wireless Services Our Consumer and Business segments provide a wide variety of wireless services accessible on a broad range of devices. Customers can obtain our wireless services on a postpaid or prepaid basis. Retail (non-wholesale) postpaid accounts primarily represent retail customers that are directly served and managed by Verizon and use Verizon branded services.

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