VZ 10-K & 10-Q changes, risk factors and insider trading
Verizon Communications Inc. · NYSE · Telephone Communications (No Radiotelephone) · CIK 732712 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our long-term success depends on our ability to implement business transformation initiatives and achieve their anticipated benefits.”
New heading “System failures and disruptions to our networks and operations could prevent us from providing reliable service to customers and adversely affect our business.”
New heading “There can be no assurance that our current or future share repurchase programs will be fully consummated or that we will continue to increase our dividend.”
Removed heading “Natural disasters, extreme weather conditions, acts of war, terrorist or other hostile acts could cause damage to our infrastructure and result in significant disruptions to our operations.”
Removed heading “Public health crises could materially adversely affect our business, financial condition and results of operations.”
Largest changes
“We are subject to a substantial amount of litigation and claims in arbitration, including, but not limited to, shareholder lawsuits, patent and copyright infringement lawsuits, wage and hour class actions, contract and commercial claims, personal injury claims,”see in full comparison
“Over the last several years, as a result of the inflationary environment in the U.S., we experienced increases in our direct costs, including electricity and other energy-related costs for our network operations, and transportation and labor costs, as well as increased interest expense related to changing interest rates. In 2022, these factors, along with impacts of the intense competition in our industries, resulted in lower earnings per share and caused us to lower our growth expectations and related financial guidance for that year. …”see in full comparison
see in full comparisonWe are subject to a substantial amount of litigation and claims in arbitration, including, but not limited to, shareholder lawsuits, patent and copyright infringement lawsuits, wage and hour class actions, contract and commercial claims, personal injury claims,property claims, environmental claims, and lawsuits relating to our advertising, sales, billing and collection practices. We may incur significant expenses in defending these lawsuits. In addition, we may be required to pay significant awards of damages or settlements. We also could be subject to court-ordered injunctions and other remedies that could negatively impact our business operations. Our wireless business is also subject to lawsuits relating to alleged adverse health effects of wireless phones and radio frequency transmitters. Any of these allegations or changes in government agencies’ assessment of the risks associated with using wireless devices could result in significant legal and regulatory liability and other remedies, and could have a material adverse effect on our business, financial condition and operating results.
“reliability, speed, capacity and coverage, our ability to market our products and services effectively, our development of new and enhanced products and services, our capital resources, and the reach and quality of our sales and distribution channels. …”see in full comparison
Our competitors commonly offer aggressive pricing, promotions, premium content options and other incentives – in some cases specifically targeting our customers and putting pressure on our pricing and margins. In addition, we expect the wireless industry’s customer growth rate to continue to moderate over time in comparison to historical growth rates, leading to increased competition for customers. Our ability to compete effectively will depend on, among other things,see in full comparisonour network reliability, speed, capacity and coverage,the pricing of our products andservices,services and ourandvalue proposition, our competitors' promotional strategies, the quality of our customer service, ourdevelopment of new and enhanced products and services, the reach and quality of our sales and distribution channels, our ability to market our products and services effectively and our capital resources. It will also depend on how successfully we anticipate and respond to various factors affecting our industries, including regulatory changes, new technologies and business models, such as the increasing use of AI and machine learning technologies, changes in consumer preferences and demand for existing services, demographic trends and evolving geopolitical and economic conditions, including inflation. If we are not able to respond successfully to these competitive challenges, our results of operations and financial condition could be adversely impacted. In addition, a sustained decline in a reporting unit's revenues and earnings has resulted in the past, and may again result in the future, in a significant negative impact on its fair value requiring us to record an impairment charge, which could have an adverse impact on our results of operations.network
“experienced an outage resulting in a widespread disruption of service to our customers. We are implementing, and will continue to implement, measures to protect our systems, networks and operations from the impacts of these events in the future, but these measures and our overall disaster recovery planning may not be sufficient for all eventualities. These events could also affect the suppliers that provide us with the equipment and services that we need to operate our business and provide products to our customers. …”see in full comparison
Full comparison: every changed paragraph (51)
We face significant competition in our industries. The rapid development of new technologies, services and products has eliminated many of the traditional distinctions among wireless, cable, internet and other communication services and brought new competitors to our markets, including other telecommunications companies, cable companies, wireless service providers, satellite providers, technology companies and application and device providers.others. While these changes have enabled us to offer new types of products and services, they have also allowed other providers to broaden the scope of their own competitive offerings. If we are unable to successfully differentiate our services and products from our competitors, it could adversely affect our competitive position and market share.
Our competitors commonly offer aggressive pricing, promotions, premium content options and other incentives – in some cases specifically targeting our customers and putting pressure on our pricing and margins. In addition, we expect the wireless industry’s customer growth rate to continue to moderate over time in comparison to historical growth rates, leading to increased competition for customers. Our ability to compete effectively will depend on, among other things, our network reliability, speed, capacity and coverage, the pricing of our products and services,services and our andvalue proposition, our competitors' promotional strategies, the quality of our customer service, our development of new and enhanced products and services, the reach and quality of our sales and distribution channels, our ability to market our products and services effectively and our capital resources. It will also depend on how successfully we anticipate and respond to various factors affecting our industries, including regulatory changes, new technologies and business models, such as the increasing use of AI and machine learning technologies, changes in consumer preferences and demand for existing services, demographic trends and evolving geopolitical and economic conditions, including inflation. If we are not able to respond successfully to these competitive challenges, our results of operations and financial condition could be adversely impacted. In addition, a sustained decline in a reporting unit's revenues and earnings has resulted in the past, and may again result in the future, in a significant negative impact on its fair value requiring us to record an impairment charge, which could have an adverse impact on our results of operations.network
reliability, speed, capacity and coverage, our ability to market our products and services effectively, our development of new and enhanced products and services, our capital resources, and the reach and quality of our sales and distribution channels. It will also depend on how successfully we anticipate and respond to various factors affecting our industries, including changes in consumer preferences and demand for existing services, new technologies and business models, such as the increasing use of AI and machine learning technologies, demographic and immigration trends, evolving geopolitical and economic conditions, including inflation, and regulatory changes. If we are not able to respond successfully to these competitive challenges, our results of operations and financial condition could be adversely impacted. In addition, a sustained decline in a reporting unit's revenues and earnings has resulted in the past, and may again result in the future, in a significant negative impact on its fair value requiring us to record an impairment charge, which could have an adverse impact on our results of operations.
If we are not able to take advantage of developments in technology and address changing consumer demand on a timely basis, or if the ongoing deployment of our 5G network is delayed or hindered for any reason, we may experience a decline in the demand for our services, be unable to implement our business strategy and experience reduced profits.
Our industries are rapidly changing as new technologies are developed that offer consumers an array of choices for their communications needs and allow new entrants into the markets we serve. In order to grow and remain competitive, we will need to adapt to future changes in technology, enhance our existing offerings and introduce new offerings to address our customers’ changing demands.demands and differentiate our services and products from our competitors. If we are unable to meet future challenges from competing technologies on a timely basis or at an acceptable cost, we could lose customers to our competitors. We may not be able to accurately predict technological trends or the success of new services in the market. If our new services fail to gain acceptance in the marketplace, or if costs associated with the implementation and introduction of these services materially increase, our ability to retain and attract customers could be adversely affected.
with the implementation and introduction of these services materially increase, our ability to retain and attract customers could be adversely affected.
The deployment of our 5G network is subject to a variety of risks, including those related to equipment availability, unexpected costs, and regulatory matters that could cause deployment delays or network performance issues. In addition, certain advanced use cases for 5G technologies and related ecosystems are still in the early phases of adoption and their ultimate adoption or success is uncertain. These issues could result in significant costs, put us at a competitive disadvantage, or reduce the anticipated benefits of the enhancements to our networks.
Finally, we are using and intend to further expand the use of AI in our operations, including in the areas of network deployment and maintenance as well as ourmaintenance, customer and employee support services.services, sales, marketing and administrative functions. There are technological, regulatory, ethical and other risks involved in deploying and using AI, particularly generative AI models. ThereThese risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation. In addition, there can be no assurance that the usage of AI will meaningfully enhance our products or services or be beneficial to our business, including our efficiency or profitability. Our competitors may incorporate AI into their offerings and operations more quickly or more successfully than we do, which could impair our ability to compete effectively. Our investments in AI and related technologies may not result in the benefits we anticipate or enable us to obtain or maintain a competitive advantage.
Adverse conditions in the U.S. and international economieseconomies, changes to international trade and tariff policies and related economic and geopolitical factors could impact our results of operations and financial condition.
Unfavorable economic conditions, such as a recession or economic slowdown in the U.S. or elsewhere, or inflation in the markets in which we operate, could negatively affect the affordability of and demand for some of our products and services and our cost of doing business. In difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products, electing to use fewer higher margin services, dropping down in price plans or obtaining lower-cost products and services offered by other companies.services. Similarly, under these conditions, business customers may delay purchasing decisions, or full implementation of our service offerings, reduce their use of our services or choose lower-cost offerings from our competitors. In addition, adverseour business with public sector customers has been and may in the future be negatively affected by a reduction of the federal and state government workforce and other government cost efficiency measures. Adverse economic conditions may lead to an increased number of our consumer and business customers that are unable to paycontinue paying their bills for our services. Unfavorable economic conditions could also amplify other risks discussed in this report, including, but not limited to, those related to our competitive position and margins. Furthermore, our initiatives designed to reduce costs and improve operating efficiencies may be ineffective or insufficient.
During the course of 2025, the U.S. government announced tariffs on goods imported from various countries to the U.S. Countries subject to such tariffs have imposed or may in the future impose reciprocal or retaliatory tariffs and other trade measures. New or increased tariffs and other trade restrictions could adversely affect our cost structure and profitability. Our attempts to mitigate or offset these pressures may not be successful or may have adverse consequences on our business. An escalation of trade tensions, additional tariffs or prolonged uncertainty in trade relationships could also lead to supply chain disruptions or adverse economic impacts, which could adversely affect our results of operations and financial condition.
Over the last several years, as a result of the inflationary environment in the U.S., we experienced increases in our direct costs, including electricity and other energy-related costs for our network operations, and transportation and labor costs, as well as increased interest expense related to changing interest rates. In 2022, these factors, along with impacts of the intense competition in our industries, resulted in lower earnings per share and caused us to lower our growth expectations and related financial guidance for that year. Similarly, unfavorable economic conditions in the future could have a material adverse effect on our results of operations and financial condition.
Cyberattacks, including through the use of ransomware and other forms of malware, distributed denial of services attacks, credential harvesting, social engineering and other means for obtaining unauthorized access to or disrupting the operation of our
Cyberattacks, including through the use of ransomware and other forms of malware, distributed denial of services attacks, credential harvesting, social engineering and other means for obtaining unauthorized access to or disrupting the operation of our networks and systems and those of our suppliers, vendors and other service providers, could have an adverse effect on our business. Cyberattacks against companies, including Verizon, have increased in frequency, scope and potential harm in recent years. Cyberattacks may be perpetrated by a variety of groups or persons, including nation-state and state-sponsored actors, malicious actors, employees, contractors, or other unrelated third parties. Nation-state and state-sponsored actors can sustain malicious activities for extended periods and deploy significant resources to plan and carry out attacks. For example, in September 2024, we became aware that we were one of several telecommunications companies that were the subject of a cyberattack by a highly sophisticated nation-state actor known as Salt Typhoon. In that case, the threat actor was able to access portions of our network as part of what we determined to be a narrowly focused effort to obtain information about a limited number of individuals primarily involved in government or political activity. While we were able to contain the Salt Typhoon attack, we may be unable to contain or mitigate the impacts of a significant cyberattack in the future.
Cyberattacks may cause equipment failures, loss of information, including sensitive personal information of customers or employees or valuable technical, financial and marketing information. Such attacks may also result in disruptions to our customers’ operations or our own business operations, including our ability to operate our networks and systems, activate customers or take payments. Cyberattacks may occur alone or in conjunction with physical attacks, especially where disruption of service is an objective of the attacker. Further, the use of AI and machine learning by threat actors may increase the frequency and severity of cyberattacks against us or other companies. The inability to operate or use our networks and systems or those of our suppliers, vendors and other service providers as a result of cyberattacks, even for a limited period of time, may result in significant expenses to Verizon, a loss of current or future customers and/or a loss of market share to our competitors. The costs associated with a cyberattack on Verizon could include expensive incentives offered to existing customers and business partners
Cyberattacks may cause equipment failures, loss of information, including sensitive personal information of customers or employees or valuable technical, financial and marketing information. Such attacks may also result in disruptions to our customers’ operations or our own business operations, including our ability to operate our networks and systems, activate customers or take payments. Cyberattacks may occur alone or in conjunction with physical attacks, especially where disruption of service is an objective of the attacker. The inability to operate or use our networks and systems or those of our suppliers, vendors and other service providers as a result of cyberattacks, even for a limited period of time, may result in significant expenses to Verizon, a loss of current or future customers and/or a loss of market share to our competitors. The costs associated with a cyberattack on Verizon could include expensive incentives offered to existing customers and business partners to retain their business, increased expenditures on cybersecurity measures and the use of alternate resources, lost revenues from business interruption and the costs of investigations and litigation, including potential damages. Further, certain of Verizon’s businesses, such as those offering security solutions and infrastructure and cloud services to business customers, could be negatively affected if our ability to protect our own networks and systems is called into question as a result of a cyberattack. Our presence in the IoT industry, which includes offerings of telematics products and services, could also increase our exposure to potential costs and expenses and reputational harm in the event of cyberattacks impacting these products or services. Any of these occurrences could damage our reputation, adversely impact customer and investor confidence and result in a material adverse effect on Verizon’s results of operation or financial condition.
The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by increasing the frequency and severity of cyberattacks against us or other companies and by making cyberattacks more difficult to detect, contain or mitigate.
Our long-term success depends on our ability to implement business transformation initiatives and achieve their anticipated benefits.
We have been and will be undertaking various business transformation initiatives intended to reduce costs, drive efficiencies, streamline our operations, enhance customer experience, and improve our competitive position. These initiatives require making substantial investments in our strategic areas of focus, integrating rapidly evolving technologies, including AI, and optimizing our business and organizational structure.
We may be unable to achieve the anticipated efficiencies, cost savings and other benefits from our business transformation initiatives. These initiatives involve various execution challenges, may take longer than expected and may result in higher than expected expenses. In addition, the execution of our transformation plans may be negatively affected by various external factors, including competitor actions, the regulatory environment and macroeconomic conditions. If we are unable to implement our transformation initiatives or achieve their anticipated benefits, it could have adverse impact on our business, financial condition and results of operations.
System failures and disruptions to our networks and operations could prevent us from providing reliable service to customers and adversely affect our business.
Natural disasters, extreme weather conditions, acts of war, terrorist or other hostile acts could cause damage to our infrastructure and result in significant disruptions to our operations.
Our businesssystems, networks and operations are subject to interruptionpotential bydisruption or failure due to various factors, including power outages, natural disasters, extreme weather conditions, acts of war, or terrorist or other hostile acts, naturalequipment, disastersservices or thesystems potential impacts of climate change, including the increasing prevalencefailure and intensityhuman of hurricanes, wildfires, flooding, hail and storms.error. Such events could causeresult in significant damage to our infrastructure upon which our business operations rely, resulting inand degradation or disruption of service to our customers, as well as significant recovery time and expenditures to resume operations. Our system redundancy may be ineffective or inadequate to sustain our operations through all such events. WeFor are implementing, and will continue to implement, measures to protect our infrastructure and operations from the impacts of these eventsexample, in theearly future, but these measures and our overall disaster recovery planning may not be sufficient for all eventualities. These events could also damage the infrastructure of the suppliers that provide us with the equipment and services that2026, we need to operate our business and provide products to our customers. These occurrences could result in lost revenues from business interruption, damage to our reputation and reduced profits.
experienced an outage resulting in a widespread disruption of service to our customers. We are implementing, and will continue to implement, measures to protect our systems, networks and operations from the impacts of these events in the future, but these measures and our overall disaster recovery planning may not be sufficient for all eventualities. These events could also affect the suppliers that provide us with the equipment and services that we need to operate our business and provide products to our customers. These occurrences could result in lost revenues from business interruption, remediation and other costs, reduced profits, litigation and governmental investigations and damage to our reputation.
Our suppliers or vendors could fail to provide equipment or service on a timely basis, or fail to meet our performance expectations, for a number of reasons, including, for example, disruption to the global supply chain as a result of geopolitical factors, public health crises, natural disastersdisasters, extreme weather conditions, or thechanges potentialin impactstariffs ofand globalother climatetrade change.restrictions. If such failures occur, we may be unable to provide products and services as and when requested by our customers, or we may be unable to continue to maintain or upgrade our networks. Due to the cost and time lag that can be associated with transitioning from one supplier to another, our business could be substantially disrupted if we were required to, or chose to, replace the products or services of one or more major suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business, results of operations and financial condition.
As of December 31, 2024,2025, approximately 25%27% of our workforce is represented by the Communications Workers of America or the International Brotherhood of Electrical Workers. While we have labor contracts in place with these unions, withWith subsequent negotiations we could incur additional costs and/or experience work stoppages, which could adversely affect our business operations. In addition, while a small percentage of the workforce outside of our traditional wireline operations is represented by unions for bargaining, we cannot predict what impact increased union density in this workforce could have on our operations.
Our reputation and brands could be negatively affected by a number of factors, including actual or alleged quality or reliability issues related to our network services and products; cybersecurity incidents and data breaches; allegations of legal noncompliance; litigation or regulatory activity; incidents involving unethical behavior or misconduct; material weaknesses in our internal controls over financial reporting; safety, human rights, workplace or labor issues; environmental incidents or impacts; allegations related to the safety of our products, services and equipment; governance issues; our sustainability goals and practices; our actual or perceived position or lack of position on socialsocial, political, environmental and other sensitive matters; the conduct of our employees, representatives or partners; activists’ campaigns; negative sentiment about us shared over social media or the press; and other issues, incidents, or statements that, whether based on actual or perceived circumstances, result in adverse publicity. In addition, changes to the content standards of social media platforms could impact our marketing and advertising initiatives on such platforms and increase risks related to our brand.
Public health crises could materially adversely affect our business, financial condition and results of operations.
We are subject to risks related to public health crises, which have in the past, and may in the future, have an adverse effect on our business, financial condition and operating results. For example, in 2020, the COVID-19 pandemic and resulting policies, initiatives and impacts, along with the related global slowdown in economic activity, resulted in our decreased revenues, increased costs and lower earnings per share. Negative effects of a public health crisis may include, but are not limited to, closure of our retail stores, impacts on customers' use of our networks, products and services and their ability to pay for them, employees' health and safety concerns, limitation of customer-focused field operations, and vendor and supply chain disruptions. In addition, such a crisis could significantly increase the probability or consequences of the risks our business faces in ordinary circumstances, such as risks associated with our supplier and vendor relationships, risks of an economic slowdown, regulatory risks, and the costs and availability of financing.
Our domestic operations are subject to regulation by theThe FCC and other federal, state,state and local agencies,agencies andregulate our internationaldomestic operationsoperations, are regulated byand various foreign governments and international bodies.bodies regulate our international operations. These regulatory regimes frequentlyadopt regulations from time to time that restrict or impose conditions on our ability to operate in designated areas and provide specified products or services. WeThese areregulators frequentlyalso requiredconduct toregulatory maintain licenses for our operationsproceedings and conduct our operations in accordance with prescribed standards. We are often involved in regulatory and other governmental proceedings orenforcement inquiries relatedthat tomay theaffect applicationour of these requirements.business. It is impossible to predict with any certainty the outcome of these pending federal and state regulatory proceedings relating to our operations,proceedings, or the reviewsappeals byto federal or state courts of these regulatory rulings. Without relief, existing laws and regulations may inhibitprevent ourus abilityfrom to expandexpanding our business and introduceintroducing new products and services. We also must maintain licenses for our operations. Similarly, we cannot guarantee that we will be successful in obtaining the licenses needed to carry out our business plan or in maintaining our existing licenses. For example, the FCC grants wireless licenses for terms generally lasting 10 years, subject to renewal. The loss of, or a material limitation on, certain of our licenses could have a material adverse effect on our business, results of operations and financial condition.
New lawslaws, regulations, executive orders or regulationscourt decisions, or changes to the existing regulatory framework or enforcement priorities at the federal, state,state and local,local or international level, such as those described below, those that incentivize business models or technologies different from ours or requirements limiting our ability to continue or discontinue service to customers could restrict the ways in which we manage our wireline and wireless networks and operate our businesses,businesses. They may also impose additional costs, diminish revenue opportunities, and potentially impede our ability to provide services in a manner that would be attractive to us and our customers.
•Privacy and data protection – We are subject to local, state, federal and international laws and regulations related to privacy and data protection. In particular, the California Consumer Privacy Act, Europe's General Data Protection Regulation and a number of other privacy laws more recently adopted by other states and countries include significant penalties for non-compliance. Generally, attentiongovernments toglobally are increasing their focus on privacy and data security requirements is increasing at all levels of government globally, and privacy-related legislationlegislation, has been introduced or is under consideration in many locations. These regulationswhich could have a significant impact on our businesses. We may also be subject to increased risks associated with complying with law enforcement demands in ways that are inconsistent with our customers’ expectations of privacy.
•Regulation of broadband internet access services – Verizon offers many different broadband services. InAt earlythe Januaryfederal 2025,level, basedthese onbroadband litigationservices filedare subject to light-touch regulation by the broadbandFCC. industry, a federal appeals court overturnedAt the FCC'sstate April 2024 final decision to regulate broadband services via utility-style common carriage regulation under Title II of the Communications Act. Absent further action in the courts, this decision will remain in effect and limit the risk of burdensome FCC broadband regulation. In addition to federal activity,level, several states have adopted or are considering adopting laws or executive orders that would impose net neutrality and other requirements on some ofregulate our broadband services, including arules law in New York that requiresrequiring discounted broadband pricing for low income customers.customers Someand statesservice mayquality also impose pricing or other rules related to broadband built with the assistance of federal or state funding. The FCC also adopted broad rules related to "digital discrimination" that could further increase regulatory oversight of broadband services; industry groups have appealed those rules in court.requirements.
•"Open access" – We hold certain wireless licenses that require us to comply with so-called "open access" FCC regulations, which generally require licensees of particular spectrum to allow customers to use devices and applications of their choice.choice, Moreover, certain services could be subject to conflicting regulation byhowever the FCC and/orrecently variouswaived stateone and local authorities, which could significantly increase the costaspect of implementingthese andrules introducingrelated newto services.device locking.
•Conflicting federal, state and international regulations – Certain services could be subject to conflicting regulation by the FCC and/or various federal, state, local and international authorities, which could significantly increase the cost of operating our business or implementing and introducing new services.
•Climate-related regulation and policy – Due to the nature of our operations, we have been, and expect to continue to be impacted by regulatory developments related to climate change, including, for example, the direct regulation of greenhouse gas emissions or carbon policies that could result in a tax on such emissions. In addition, policy-driven changes in the prices of fuel or energy in geographies in which we operate could make it more expensive for us to purchase energy to power our networks and data centers, and any increase in taxes on fuel could increase our costs associated with operating those vehicles in our fleet that are dependent on traditional fuels.
We are subject to a substantial amount of litigation and claims in arbitration, including, but not limited to, shareholder lawsuits, patent and copyright infringement lawsuits, wage and hour class actions, contract and commercial claims, personal injury claims,
We are subject to a substantial amount of litigation and claims in arbitration, including, but not limited to, shareholder lawsuits, patent and copyright infringement lawsuits, wage and hour class actions, contract and commercial claims, personal injury claims, property claims, environmental claims, and lawsuits relating to our advertising, sales, billing and collection practices. We may incur significant expenses in defending these lawsuits. In addition, we may be required to pay significant awards of damages or settlements. We also could be subject to court-ordered injunctions and other remedies that could negatively impact our business operations. Our wireless business is also subject to lawsuits relating to alleged adverse health effects of wireless phones and radio frequency transmitters. Any of these allegations or changes in government agencies’ assessment of the risks associated with using wireless devices could result in significant legal and regulatory liability and other remedies, and could have a material adverse effect on our business, financial condition and operating results.
Verizon has a significant amount of debt, which could increase further if we incur additional debt in the future and do not retire existing debt.
•requiring us to dedicate significant cash flow from operations to the payment of principal, interest and other amounts payable on our debt, which would reduce the funds we have available for other purposes, such as working capital, capital expenditures, dividend paymentspayments, share repurchases and acquisitions;
•making it more difficult or expensive for us to obtain any necessary future financing for working capital, capital expenditures, debt service requirements, debt refinancing, acquisitions or other purposes and limiting our ability to repurchase common stock;
Our initiatives aimed at reducing our indebtedness and achieving or maintaining any target leverage ratio may be unsuccessful due to macroeconomic, business and other factors.
We require a significant amount of capital to operate and grow our business. We fund our capital needs in part through borrowings in the public and private credit markets. Adverse changes in the financial markets, including increases in interest rates or changes in exchange rates, could increase our cost of borrowing, require us to post a significant amount of collateral, and/or make it more difficult for us to obtain financing for our operations or refinance existing indebtedness. In addition, our ability to obtain funding under asset-backed debt transactions is subject to our ability to continue to originate a sufficient amount of assets eligible to be securitized. Our borrowing costs also can be affected by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics. A decrease in these ratings would likelycould increase our cost of borrowing and/or make it more difficult for us to obtain financing. A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing.
With approximately 99,60089,900 employees and approximately 179,700179,400 retirees as of December 31, 20242025 eligible to participate in Verizon’s benefit plans, the costs of pension benefits and active and retiree healthcare benefits have a significant impact on our profitability. Our costs of maintaining these plans, and the future funding requirements for these plans, are affected by several factors, including increases in healthcare costs, decreases in investment returns on funds held by our pension and other benefit plan trusts and changes in the discount rate and mortality assumptions used to calculate pension and other postretirement expenses. If we are unable to limit future increases in the costs of our benefit plans, those costs could reduce our profitability and increase our funding commitments.
There can be no assurance that our current or future share repurchase programs will be fully consummated or that we will continue to increase our dividend.
In January 2026, we announced that we believed that our strategic plans would provide us with the capacity to return approximately $55 billion to our shareholders, in the form of dividend payments and share repurchases, through the end of 2028. At that time, the Board of Directors of the Company authorized a share repurchase program of up to $25 billion, as well as a dividend increase, and we stated that we expected to repurchase at least $3 billion of our common stock during 2026. We cannot guarantee that our intended share repurchase program will be fully consummated or that it will enhance long-term stockholder value.
Our share repurchase program does not obligate us to acquire any particular amount of common stock. The amount, timing, and frequency of repurchases will depend on prevailing stock prices, general economic and market conditions and various other factors, and may vary from our stated expectations. Share repurchases, if any, may be discontinued, suspended, or delayed at any time at our discretion.
Although historically we have announced regular cash dividends and annually increased our dividend, future dividend increases and payments are subject to declaration by the Company’s Board of Directors and could vary from our historical practices and stated expectations.
Additionally, share repurchases and changes to dividend practices could affect the trading price of our stock and increase volatility. Any future share repurchases or dividend payments will reduce our cash reserves, which may impact our ability to finance future growth and pursue strategic opportunities.
expenses. If we are unable to limit future increases in the costs of our benefit plans, those costs could reduce our profitability and increase our funding commitments.
From time to time, we pursue mergers, acquisitions, joint ventures, assets transfers and other strategic transactions that we believe may expand our business or are consistent with our strategy. We may also occasionally divest assets and businesses. Any such transaction entails certain risks and could present financial, managerial and operational challenges. If we are unable to consummate planned strategic transactions and successfully integrate acquired businesses into our existing operations, or if we are not able to achieve cost savings, synergies and other anticipated benefits of any such transaction, our business could be negatively affected. Divestitures may result in asset impairment and disposition charges, and loss of income from divested assets and businesses, or require continued financial involvement in the divested business for a period following the transaction, including through indemnification arrangements. In addition, strategic transactions may involve significant expenses, require additional financing or expose us to liabilities not discovered in the due diligence process or as a result of transaction-related litigation. These and other risks related to our mergers, acquisitions, divestitures and other strategic transactions, including our pendingrecently completed acquisition of Frontier, may have an adverse effect on our business, financial condition, and operating results.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Acquisition and Integration Related Charges”
Removed heading “Verizon Business Group Goodwill Impairment”
Removed heading “Verizon Business Group Goodwill Impairment”
Removed heading “Legal Settlement”
Removed heading “Business Transformation Costs”
Removed heading “Non-Strategic Business Shutdown”
Removed heading “Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses”
Removed heading “Collateral Receipts (Payments) Related to Derivative Contracts, Net”
Removed heading “Critical Accounting Estimates”
Removed heading “TracFone Wireless, Inc.”
Largest changes
“During the fourth quarter of 2023, we performed a quantitative impairment assessment for our Business reporting unit given the low excess of fair value over carrying value identified in our 2022 annual impairment assessment and increased competitive and market pressures experienced throughout 2023. These pressures resulted in lower projected cash flows primarily driven by secular declines in wireline services and products across our Business customer groups. …”see in full comparison
“Verizon Business Group Goodwill Impairment”see in full comparison
“Verizon Business Group Goodwill Impairment”see in full comparison
see in full comparisonDuring the fourth quarter of 2024, we performed a quantitative impairment assessment for our Business reporting unit given the impairment of the Business reporting unit's goodwill in the prior year. In addition, the Business reporting unit has continued to experience competitive and market pressures throughout 2024, that may persist over the near term. We applied a combination of a market approach and a discounted cash flow method reflecting current assumptions and inputs, including our revised projections, discount rate and expected growth rates, which indicated that the fair value of our Business reporting unit exceeded its carrying value and, therefore, did not result in an impairment.At the goodwill impairment measurement date of October 31,2024,2025, our Business reporting unit had a fair value that exceeded its carrying amount by approximately8%9% and remains susceptible to future impairment risk. We do not anticipate reasonable changes in significant assumptions to change the outcome of the quantitative impairment assessment. For instance, if either the terminal value growth rate declined by 50bps,basis points, or if the discount rate increased by 50bps,basis points, or if the EBITDA margin decreased by 100 basis points, the fair value of our Business reporting unit would still exceed its carrying value. However, management believes there is a continued risk that our Business reporting unit may be required to recognize an impairment charge in the future.As of December 31, 2024, $1.7 billion of goodwill was allocated to our Business reporting unit. See Note 4 to the consolidated financial statements for additional information.
The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. Thesee in full comparisondecreaseincrease in the effective income tax ratewas primarily due to the Verizon Business Group goodwill impairment charge of $5.8 billion in 2023 that substantially decreased income before income taxesandwas not deductible. The increase in theprovision for income taxes was primarily due to higher tax benefits resulting from theincreasefavorable resolution of various income tax matters and a reduction in2024deferred income taxes due to changes inincomestatebeforeapportionmentincomeduringtaxes.the prior period.
“During the fourth quarter of 2023, we performed a qualitative impairment assessment as our annual impairment test to determine whether it is more likely than not that the fair value of our wireless licenses was less than the carrying amount. …”see in full comparison
Full comparison: every changed paragraph (223)
Verizon Communications Inc. is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, technology, information and streaming 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 and security. To compete effectively in today’s dynamic marketplace, we are focused on delivering what customers want and need in the digital world by offering innovative products and services, delivering excellent customer experience, and leveraging the capabilities of our high-performing networks.
To compete effectively in today’s dynamic marketplace, we are focused on the capabilities of our high-performing networks to drive growth based on delivering what customers want and need in the digital world. We are consistently deploying new network architecture and technologies to secure our leadership in both 5G and 4G wireless networks. Our network quality is the hallmark of our brand and the foundation for the connectivity, platforms and solutions upon which we build our competitive advantage. In 2024, we focused on enhancing and driving the monetization of our networks, platforms and solutions, retaining and growing our high-quality customer base and further improving our financial and operating performance.
Our strategy requires significant capital investments primarily to acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our networks, invest in the fiber that supports our businesses, evolve and maintain our networks and develop and maintain significant advanced information technology systems and data system capabilities. We believe that our C-Band spectrum, together with our industry leading millimeter wave spectrum holdings and our 4G LTE network and fiber infrastructure, will drive innovative products and services and fuel our growth.
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 U.S. under the Verizon family of brands and through wholesale and other arrangements. As of the date this report is being filed, our wireline services are provided in 31 U.S. states and Washington D.C. over our 100% fiber-optic network through our fiber product portfolio, as well as over a traditional copper-based network. We also provide FWA broadband through our 5G or 4G LTE networks as an alternative to traditional landline internet access. 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.
Our Business segment provides wireless and wireline communications services and products, including mobility communication services, FWA and wireline broadband, data,IoT videoconnectivity andsolutions, advanced communication services, corporate networking solutions, security and managed network services, local and long distance voice servicesservices, and network access to deliver various IoT servicessecurity and products.managed network services. We provide these products and services to businesses, public sector customers and wireless and wireline carriers across the U.S. and a subset of these products and services to customers around the world.
Corporate and other primarily includes device insurance programs, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the historical results of divested businesses and other adjustments and gains and losses that are not allocated or used in assessing segment performance due to their nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses from these transactions that are not individually significant are included in segment results and therefore are included in the chief operating decision maker's assessment of segment performance. See "Consolidated Results of Operations" for additional information regarding Corporate and other results.
segment results and therefore are included in the chief operating decision maker's assessment of segment performance. See "Consolidated Results of Operations" for additional information regarding Corporate and other results.
WeOur continuestrategy requires significant capital investments primarily to acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our networks, invest in ourfiber, wireless networks, high-speed fiberevolve and othermaintain our networks and develop and maintain significant advanced technologiesinformation totechnology positionsystems ourselvesand atdata thesystem center of growth trends for the future.capabilities. During the year ended December 31, 2024,2025, these investments included $17.1$17.0 billion for capital expenditures. See "Cash Flows Used in Investing Activities" and "Liquidity and Capital Resources" for additional information.
We design, build and operate networks to provide connectivity and related services meeting the needs of our diverse customers: consumers, businesses, government organizations, first responders, and educational institutions.
We have a portfolio of spectrum holdings, including C-Band and millimeter wave spectrum, and are constantly transforming our networks by leveraging innovation and new technologies to deliver improved network performance and efficiency. Our networks leverage advanced technologies, including 5G wireless, fiber-based transport, cloud infrastructures, AI and automation, private networks and IP routing solutions. We are using the benefits of cloud computing and storage to virtualize aspects of our network infrastructure. We are densifying our networks by utilizing macro and small cell technology, in-building solutions and distributed antenna systems to increase coverage, improve quality of service and add capacity to accommodate an increasing number of users.
Recent Developments
Frontier
On January 20, 2026, we completed the acquisition of Frontier, a U.S. provider of broadband internet and other communication services. This transaction expanded our fiber broadband footprint to 31 U.S. states and Washington D.C., and provides opportunities for future growth.
Starry
On January 30, 2026, we completed the acquisition of Starry, a fixed wireless broadband provider serving multi-dwelling units in five markets across the U.S. This transaction is expected to provide additional FWA capabilities and enhance our ability to deliver high-speed internet to multi-dwelling units and urban communities.
We consider the reliability, speed, capacity, coverage and security of our wireless network to be key factors in our continued success. We are evolving and transforming our networks to ensure our customers receive access to the best network possible. Over the past several years, we have been leading the development of 5G wireless technology industry standards and the ecosystems for fixed and mobile 5G wireless services. Our evolution to 5G with its new architecture allows us to simplify operations by eliminating legacy network elements.
While we continue to improve our 5G wireless service coverage, we are also adding capacity and density to our networks. Network densification enables us to increase coverage, improve quality of service and add capacity to accommodate an increasing number of users.
In addition to enhancing our wireless service, our wireless mobility investments provide the foundation for our growing FWA broadband business. We are also continuing to expand our fiber-based networks, as customers increasingly value the ability to obtain wireless and wireline broadband services from the same provider. In September 2024, we entered into an agreement to acquire Frontier as part of our fiber expansion strategy, and we expect to increase the capital expenditures we devote to our fiber networks in 2025.
In this section, we discuss our overall results of operations and highlight special items that are not included in our segment results. In "Segment Results of Operations," we review the performance of our two reportable segments in more detail. A detailed discussion of our 2022 results and year-over-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.
During the first quarter of 2025, Verizon reclassified recurring device protection and insurance related plan revenues from Other revenue into Wireless service revenue. In addition, beginning in the first quarter of 2025, Verizon no longer counts the impacts of the second number offering in calculating certain phone metrics, including wireless retail postpaid phone net additions and wireless retail postpaid phone churn. We have reclassified certain prior year amounts to conform to the current year presentation.
A discussion of the 2023 results of the Consumer and Business segments affected by these changes and related year-over-year comparisons between 2024 and 2023 have been included in "Segment Results of Operations" below. A discussion of the 2023 items and year-over-year comparisons between 2024 and 2023 for all other items that are not included in this Annual Report can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
•a decrease of $259 million in access costs primarily as a result of decreases in prepaid subscribers, changes in usage and net circuit access prices;
•a decrease of $147$222 million in personnel costs primarily relateddue to theprior impact ofyear workforce changesreductions;
•a decrease of $169 million in access costs primarily related to changes in pricing and circuit usage;
•a decrease of $105 million related to device protection offerings;
•a decrease of $91 million in other direct costs primarily related to legacy wireline products and services;
•an increase of $198 million in regulatory fees primarily related to growth in our Federal Universal Service Fund (FUSF) assessable revenue base in addition to a higher net rate; and
•an increase of $145 million in rent and lease expense primarily related to the tower transaction with Vertical Bridge REIT, LLC (Vertical Bridge) along with new leases and lease modifications related to the continued deployment of the C-Band spectrum.
•an increase of $167 million related to an asset and business rationalization charge taken in 2024 compared to an asset rationalization charge taken in 2023; and
•an increase of $152 million in digital content costs primarily associated with an increase in subscriptions through MyPlan offerings, partially offset by a decrease in traditional linear content costs due to a decline in Fios video subscribers.
Cost of wireless equipment decreasedincreased during 20242025 compared to 20232024 primarily asdue a result ofto:
•aan decreaseincrease of $2.1$1.7 billion driven by a lowerhigher volume of wireless devices sold primarily related to aan decreaseincrease of 10%12% in upgrades; and
Selling, general and administrative expense includes salaries and wages and benefits not directly attributable to a service or product, the provision for credit losses, taxes other than income taxes, advertising and sales commission costs, call center and information technology costs, regulatory fees, professional service fees andfees, rent and utilities for administrative space.space and device insurance program costs. Also included is a portion of the aggregate customer care costs as discussed above in "Cost of Services."
Selling, general and administrative expense increaseddecreased during 20242025 compared to 20232024 primarily as a result of:
•a decrease of $241 million related to lower costs for device insurance programs primarily due to a decrease in claims;
•an increase of $1.2 billion due to severance charges in 2024 primarily related to our voluntary separation program compared to 2023;
•an increase of $240 million in personnel costs related to an increase in costs associated with the transition to third-party contracted resources along with the impacts of a prior year compensation plan assumption change that did not reoccur and increased sales commission expense;
•an increase of $124 million in the provision for credit losses resulting from an increase in postpaid phone gross additions and additional bad debt reserves;
•an increase of $124 million in advertising costs related to Value Brand marketing campaigns and the refresh of the Verizon brand in 2024 compared to 2023;
•a decrease of $273 million related to an asset and business rationalization charge taken in 2024 compared to an asset rationalization charge taken in 2023; and
•a decrease of $161$150 million relatedin to business transformationadvertising costs in 2023 that did not reoccur.;
•a decrease of $115 million in personnel costs primarily related to the impact of prior year workforce reductions partially offset by an increase in sales commission expense due to higher volumes; and
•an increase of $193 million related to an increase in asset and business rationalization charges in 2025 compared to 2024.
See "Special Items" for additional information on the severance charges, the asset and business rationalization charges and the business transformation costs.charges.
Depreciation and amortization expense increased during 20242025 compared to 2023,2024, primarily due to the change in the mix of net depreciable and amortizable assets, including the amortization period of certain acquisition-related intangible assets,assets and the continued deployment of C-Band network assets.
Verizon Business Group Goodwill Impairment
During 2023, we recorded a pre-tax charge of $5.8 billion as a result of the annual goodwill impairment test performed in the fourth quarter. See "Critical Accounting Estimates" for additional information.
Other income (expense), net reflects certain items not directly related to our core operations, including interest income, debt extinguishment gains and losses,gains, components of net periodic pension and postretirement benefit income and cost and certain foreign exchange gains and losses.
Other income (expense), net increaseddecreased during 20242025 compared to 20232024 primarily due to a net pension and postretirement benefits remeasurement loss of $453 million recorded during 2025, compared with a gain of $657 million recorded during 2024, compared with a loss of $992 million recorded during 2023.2024. The increasedecrease was partially offset by aan decreaseincrease ofresulting $396from millionfair duemarket tovalue lower plan assetsadjustments on whichcertain to earn expected returns in our pension and postretirement plans compared to 2023.investments.
(2)The effective interest rate is the rate of actual interest incurred on debt. It is calculated by dividing the annualized total interest costs on debt balances by the average debt outstanding.
Total interest expense increased during 20242025 compared to 20232024 primarily as a result of a decrease in capitalized interest due to additional C-Band spectrum licenses being placed into serviceservice, andpartially anoffset increaseby a decrease in interest costs due to a higher average interest rate partially offset by lower average debt balances.balances and a lower interest rate.
The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. The decreaseincrease in the effective income tax rate was primarily due to the Verizon Business Group goodwill impairment charge of $5.8 billion in 2023 that substantially decreased income before income taxes and was not deductible. The increase in the provision for income taxes was primarily due to higher tax benefits resulting from the increasefavorable resolution of various income tax matters and a reduction in 2024deferred income taxes due to changes in incomestate beforeapportionment incomeduring taxes.the prior period.
(1) Includes Amortization of acquisition-related intangible assets, which were $817 million and $865 million during the years ended December 31, 2024 and 2023, respectively. The results for the year ended December 31, 2023 also include a portion of the charges associated with the Non-strategic business shutdown. See "Special Items" for additional information.
(21) IncludesThe Pensionresult and benefits mark-to-market credits of $532 million duringfor the year ended December 31, 20242025 includes a portion of the Acquisition and chargesintegration ofrelated $992 million during the year ended December 31, 2023.charges. See "Special Items" for additional information.
(2) Includes Amortization of acquisition-related intangible assets, which were $760 million and $817 million during the years ended December 31, 2025 and 2024, respectively.
(3) Includes Pension and benefits mark-to-market charges of $441 million during the year ended December 31, 2025 and credits of $532 million during the year ended December 31, 2024. See "Special Items" for additional information.
To aid in the understanding of segment performance as it relates to segment operating income, management uses the following operating statistics to evaluate the overall effectiveness of our segments. We believe these operating statistics are useful to investors and other users of our financial information because they provide additional insight into drivers of our segments’ operating results, key trends and performance relative to our peers. These operating statistics may be determined or calculated differently by other companies and may not be directly comparable to those statistics of other companies.
operating results, key trends and performance relative to our peers. These operating statistics may be determined or calculated differently by other companies and may not be directly comparable to those statistics of other companies.
FWA broadband connections, net additions are the total number of additional FWA broadband connections, less the number of FWA broadband disconnects in the period. FWA broadband connections, net additions in each period presented are calculated by subtracting the FWA broadband disconnects, net of certain adjustments, from the FWA broadband new connections in the period.
by subtracting the FWA broadband disconnects, net of certain adjustments, from the FWA broadband new connections in the period.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A included in our Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Highlights of Our Financial Results for the Six Months Ended June 30, 2026 and 2025”
New heading “Revenue by Segment for the Six Months Ended June 30, 2026 and 2025”
New heading “Recent Developments”
New heading “Severance, Pension and Benefits Charges”
New heading “Asset Rationalization”
New heading “Loss on Disposition of Business”
New heading “Joint Venture with BT Group plc”
Removed heading “Cost of Services”
Removed heading “Cost of Services”
Removed heading “Cost of Services”
Removed heading “Pension and Benefits Credits”
Largest changes
“Highlights of Our Financial Results for the Six Months Ended June 30, 2026 and 2025”see in full comparison
“Revenue by Segment for the Six Months Ended June 30, 2026 and 2025”see in full comparison
Full comparison: every changed paragraph (177)
Highlights of Our Financial Results for the Three Months Ended MarchJune 31,30, 2026 and 2025
Highlights of Our Financial Results for the Six Months Ended June 30, 2026 and 2025
Revenue by Segment for the Three Months Ended MarchJune 31,30, 2026 and 2025
Revenue by Segment for the Six Months Ended June 30, 2026 and 2025
Customers can obtain our wireless services on a postpaid or prepaid basis. OurPostpaid postpaidcustomers are qualified retail customers that we service is generally billed one month in advance for a monthly access charge in return for access to and usagemanage ofon networkour services.networks Ourprimarily prepaidunder servicethe isVerizon offeredbrand. onlyPrepaid tocustomers are exclusively Consumer retail customers and enables individuals towho obtain wireless services without credit verificationconnectivity by paying for all services in advance. The Consumer segment also offers several categories of wireless equipment to customers, including a variety of smartphones and other handsets, wireless-enabled internet devices, such as tablets, and other wireless-enabled connected devices, such as smart watches.
The Consumer segment's operating revenues for the three and six months ended MarchJune 31,30, 2026 totaled $26.5$26.2 billion and $52.7 billion, respectively, representing a decrease of 1.5% and an increase of 3.3%0.8%, respectively, compared to the similar periodperiods in 2025. See "Segment Results of Operations" for additional information regarding our Consumer segment’s operating performance.
The Business segment's operating revenues for the three and six months ended MarchJune 31,30, 2026 totaled $7.4$7.2 billion and $14.3 billion, respectively, representing an increase of 1.8%2.6% and 2.2%, respectively, compared to the similar periodperiods in 2025. See "Segment Results of Operations" for additional information regarding our Business segment’s operating performance.
Corporate and other primarily includes device insurance programs, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the historical results of divested businesses and other adjustments and gains and losses that are not allocated or used in assessing segment
Corporate and other primarily includes device insurance programs, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the results of divested businesses and businesses held for sale, as well as other adjustments and gains and losses that are not allocated or used in assessing segment performance due to their nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses from these transactions that are not individually significant are included in segment results and therefore are included in the chief operating decision maker's (CODM) assessment of segment performance. See "Consolidated Results of Operations" for additional information regarding Corporate and other results.
Our strategy requires significant capital investments primarily to invest in and deploy fiber, acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our networks, evolve and maintain our networks and develop and maintain significant advanced information technology systems and data system capabilities. During the threesix months ended MarchJune 31,30, 2026, these investments included $4.2$8.2 billion for capital expenditures. See "Cash Flows Used in Investing Activities" for additional information. Capital expenditures for 2026 are expected to be within the range of $16.0 billion to $16.5 billion.
Recent Developments
On May 14, 2026, Verizon entered into an agreement in principle with AT&T Inc. and T-Mobile US, Inc., to form a new joint venture which aims to help end wireless dead zones in the U.S., including in rural areas, by pooling limited spectrum resources to increase capacity, improve the customer experience, and help satellite providers reach more customers through a unified platform. This initiative is expected to extend mobile connectivity for wireless customers through joint investment in using satellite-based, direct-to-device technologies to address coverage gaps, especially in unserved and underserved communities. The joint venture remains subject to negotiating definitive agreements between the parties and satisfying customary closing conditions.
On June 28, 2026, the Company entered into a transaction agreement (the Transaction Agreement) with BT Group plc (BT) and Jasper NewCo Limited (NewCo), pursuant to which the Company and BT will each acquire a 50% equity interest in NewCo. Closing of the transaction is subject to customary regulatory approvals and other closing conditions. See "Acquisitions and Divestitures" below for additional information.
During the first quarter of 2026, Verizon revised its presentation of revenue reporting for its reportable segments - Consumer and Business. Accordingly, beginning in the first quarter of 2026, Verizon is reporting Consumer and Business revenue disaggregated by products and services as follows: Mobility and broadband service revenue, Wireless equipment revenue and Other revenue. In the first quarter of 2026, Verizon also made changes to the presentation of certain operating metrics, and going forward will only disclose operating metrics on a consolidated basis.
by products and services as follows: Mobility and broadband service revenue, Wireless equipment revenue and Other revenue. In the first quarter of 2026, Verizon also made changes to the presentation of certain operating metrics, and going forward will only report operating metrics on a consolidated basis.
In the second quarter of 2026, the net assets representing Verizon's international wireline connectivity and managed network services business (the Verizon Contributed Business) were classified as assets and liabilities held for sale and moved from the Business segment to Corporate and other. Where applicable, historical segment results have been reclassified to conform to the current period presentation. See Note 3 to the condensed consolidated financial statements for additional information.
Consolidated operating revenues increaseddecreased during the three months ended MarchJune 31,30, 2026 compared to the similar period in 2025 primarily due to a revenue increasesdecrease in our Consumer andsegment, partially offset by a revenue increase in our Business segments.segment.
Consolidated operating revenues increased during the six months ended June 30, 2026 compared to the similar period in 2025 primarily due to revenue increases in our Consumer and Business segments.
Cost of Services
Cost of services increased during both the three and six months ended MarchJune 31,30, 2026 compared to the similar periodperiods in 2025 primarily as a result of:2025.
The increase during the three months ended June 30, 2026 was primarily as a result of:
•an increase of $174$199 million in personnel costs mainly driven by an increase in employee headcount following the acquisition of Frontier Communications Parent, Inc. (Frontier);
•an increase of $109 million in digital content costs primarily associated with an increase in subscriptions through plan offerings and the inclusion of Frontier results, partially offset by a decrease in traditional linear content costs related to lower Fios video volumes;
•an increase of $114$79 million in building and facility costs primarily due to higher utility rates along with maintaining additional buildings and facilities dueassociated towith the acquisition of Frontier in 2026 along with higher utility rates; and
•an increase of $58 million related to asset rationalization charges taken in 2026; and
•an increase of $373 million in personnel costs driven by an increase in employee headcount following the acquisition of Frontier;
•an increase of $193 million in building and facility costs primarily due to maintaining additional buildings and facilities associated with the acquisition of Frontier in 2026 along with higher utility rates;
•an increase of $147 million in digital content costs primarily associated with an increase in subscriptions through plan offerings and the inclusion of Frontier results, partially offset by a decrease in traditional linear content costs related to lower Fios video volumes;
•an increase of $58 million related to asset rationalization charges taken in 2026; and
•a decrease of $247 million in access costs primarily related to cessation of certain third-party provider costs along with a decrease in circuit usage.
Cost of wireless equipment increaseddecreased during both the three and six months ended MarchJune 31,30, 2026 compared to the similar periodperiods in 2025 primarily due to:2025.
•an increase of $315 million driven by a shift to higher priced equipment in the mix of wireless devices sold; and
•anThe increasedecrease during the three months ended June 30, 2026 was primarily due to a decrease of $85$1.1 millionbillion driven by a higherlower volume of wireless devices sold primarily related to ana increasestrategic decrease in upgrades.
The decrease during the six months ended June 30, 2026 was primarily as a result of:
•a decrease of $1.0 billion driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades; and
•an increase of $270 million driven by a shift to higher priced equipment in the mix of wireless devices sold.
Selling, general and administrative expense decreasedincreased during both the three and six months ended MarchJune 31,30, 2026 compared to the similar periodperiods in 2025 primarily as a result of:2025.
The increase during the three months ended June 30, 2026 was primarily as a result of:
•the $746 million net loss in connection with the classification of the assets and liabilities representing Verizon's international wireline connectivity and managed network services business as assets and liabilities held for sale;
•a decrease of $282 million in advertising costs related to various marketing campaigns in the first quarter of 2025 that did not reoccur;
•aan decreaseincrease of $121$397 million indue personnelto costsseverance charges related to the impact ofour workforce reduction initiatives announced in the prior year; and
•an increase of $261$200 million related to acquisitionasset and integration relatedrationalization charges recordedtaken in 2026 associated with the acquisition of Frontier.;
•an increase of $135 million related to acquisition and integration related charges recorded in 2026 primarily associated with the acquisition of Frontier; and
•a decrease of $193 million in advertising costs related to various marketing campaigns in the first half of 2025 that did not reoccur.
•the $746 million net loss in connection with the classification of the assets and liabilities representing Verizon's international wireline connectivity and managed network services business as assets and liabilities held for sale;
•an increase of $397 million due to severance charges related to our workforce reduction initiatives;
•an increase of $396 million related to acquisition and integration related charges recorded in 2026 primarily associated with the acquisition of Frontier;
•an increase of $200 million related to asset rationalization charges taken in 2026; and
•a decrease of $475 million in advertising costs related to various marketing campaigns in the first half of 2025 that did not reoccur.
See "Special Items" for additional information on the net loss on disposition of business, severance charges, the acquisition and integration related charges and the asset rationalization charges.
Depreciation and amortization expense increased during both the three and six months ended MarchJune 31,30, 2026 compared to the similar periodperiods in 2025 primarily due to the change in the mix of net depreciable and amortizable assets, including the impact of depreciable assets acquired as part of the Frontier acquisition, and the continued deployment of C-Band network assets.acquisition.
Wireless retail postpaid connections are retail postpaid customer device connections as of the end of the period. Wireless retail postpaid connections under an account may include those from phones, postpaid FWA, as well as tablets and other internet
Wireless retail postpaid connections are retail postpaid customer device connections as of the end of the period. Wireless retail postpaid connections under an account may include those from phones, postpaid FWA, as well as tablets and other internet devices, wearables and retail IoT devices. Wireless retail postpaid connections are calculated by adding retail postpaid new connections in the period to prior period retail postpaid connections, and subtracting retail postpaid disconnects in the period.
Wireless retail core prepaid phone connections are retail prepaid customer phone connections, excluding our SafeLink brand, as of the end of the period. Wireless retail core prepaid phone connections include those from smartphones and basic phones. Wireless retail core prepaid phone connections are calculated by adding retail core prepaid phone new connections in the period to prior period retail core prepaid phone connections, and subtracting retail core prepaid phone disconnects in the period.
Wireless retail core prepaid phone connections, net additions are the total number of additional retail customer core prepaid phone connections, less the number of phone disconnects in the period. Wireless retail core prepaid phone connections, net additions in each period presented are calculated by subtracting the retail core prepaid phone disconnects from the retail core prepaid phone new connections in the period.
Wireless retail core prepaid ARPU is the calculated average wireless retail core prepaid service revenue, excluding our SafeLink brand, per unit (wireless retail core prepaid connection) (ARPU) in the period. Wireless retail core prepaid ARPU in each period presented is calculated by dividing wireless retail core prepaid service revenue by the average wireless retail core prepaid connections in the period.
calculated by dividing wireless retail core prepaid service revenue by the average wireless retail core prepaid connections in the period.
Wireless retail postpaid connections, upgrade rate is the rate at which retail postpaid connections upgrade retail customer postpaid devices (phones, tablets, and other devices) in the period. Wireless retail postpaid connections, upgrade rate is calculated by dividing the number of retail postpaid connections that have upgraded a retail customer postpaid device in the period by the average retail postpaid connections for the period.
(1) As of end of period.
Other income, net,net reflects certain items not directly related to our core operations, including interest income, debt extinguishment gains and losses, components of net periodic pension and postretirement benefit income and cost and certain foreign exchange gains and losses.
VZ insider buying and selling (Form 4)
Form 4 filings since 2026-04-11: 0 open-market purchases and 9 open-market sales (about $3.9M; 8 reported as made under a Rule 10b5-1 trading plan), across 9 filings with stock transactions. Awards, option exercises, tax withholding and gifts are listed but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-06 | Malady Kyle |
Open-market sale |
1,100 | $45.75 | $50.3K |
| 2026-09-29 | Malady Kyle |
Open-market sale |
1,100 | $46.40 | $51.0K |
| 2026-09-22 | Malady Kyle |
Open-market sale |
1,100 | $47.65 | $52.4K |
| 2026-09-15 | Malady Kyle |
Open-market sale |
1,100 | $51.19 | $56.3K |
| 2026-09-08 | Malady Kyle |
Open-market sale |
1,100 | $49.98 | $55.0K |
| 2026-09-01 | Malady Kyle |
Open-market sale |
1,100 | $50.50 | $55.5K |
| 2026-08-25 | Malady Kyle |
Open-market sale |
1,100 | $50.06 | $55.1K |
| 2026-08-18 | Malady Kyle |
Open-market sale |
1,100 | $48.68 | $53.5K |
| 2026-05-29 | Hammock Samantha |
Open-market sale | 73,069 | $47.83 | $3.5M |
Well-known investors holding VZ (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 8,509,392 | $360.3M | 0.13% | Reduced 2% |
| Renaissance Technologies | 2026-06-30 | 1,712,393 | $86.0M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,800,875 | $76.2M | 0.04% | Reduced 40% |
| Bridgewater Associates | 2026-06-30 | 980,458 | $41.5M | 0.17% | Added 125% |
| Millennium Management (Israel Englander) | 2026-06-30 | 418,477 | $17.7M | 0.01% | Reduced 80% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 312,836 | $13.2M | 0.03% | Reduced 55% |
| D. E. Shaw & Co. | 2026-06-30 | 103,296 | $4.4M | 0.0% | Added 125% |
| Soros Fund Management | 2026-06-30 | 43,292 | $1.8M | 0.02% | No change |
| Tweedy, Browne | 2026-06-30 | 23,878 | $1.0M | 0.08% | No change |
| Yacktman Asset Management | 2026-06-30 | 20,000 | $846.8K | 0.01% | No change |
| Dodge & Cox | 2026-06-30 | 5,500 | $232.9K | 0.0% | No change |