UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2019March 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
of incorporation or organization)
 (I.R.S. Employer Identification No.)
 
1095 Avenue of the Americas 10036
New York,New York  
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212395-1000
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
2.375% Notes due 2022 VZ22A New York Stock Exchange
0.500% Notes due 2022 VZ22B New York Stock Exchange
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
1.875% 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
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
1.500% Notes due 2039 VZ39C New York Stock Exchange
3.500% Fixed Rate Notes due 2039VZ39DNew York Stock Exchange

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.
      
 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

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

At September 30, 2019, 4,135,784,209March 31, 2020, 4,137,995,405 shares of the registrant’s common stock were outstanding, after deducting 155,649,437153,438,241 shares held in treasury.


TABLE OF CONTENTS

Item No. Page
   
 
   
Item 1. 
   
 
 Three and nine months ended September 30,March 31, 2020 and 2019 and 2018 
   
 
 Three and nine months ended September 30,March 31, 2020 and 2019 and 2018 
   
 
 At September 30, 2019March 31, 2020 and December 31, 20182019 
   
 
 NineThree months ended September 30,March 31, 2020 and 2019 and 2018 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
  
 
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 6.
  
  
 


Part I - Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income
Verizon Communications Inc. and Subsidiaries

Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions, except per share amounts) (unaudited)2019
 2018
 2019
 2018
2020
 2019
          
Operating Revenues          
Service revenues and other$27,753
 $27,254
 $82,301
 $81,145
$27,481
 $27,197
Wireless equipment revenues5,141
 5,353
 14,792
 15,437
4,129
 4,931
Total Operating Revenues32,894
 32,607
 97,093
 96,582
31,610
 32,128
          
Operating Expenses          
Cost of services (exclusive of items shown below)7,902
 7,842
 23,396
 24,022
7,754
 7,792
Cost of wireless equipment5,482
 5,489
 15,699
 16,195
4,542
 5,198
Selling, general and administrative expense7,216
 7,224
 21,682
 21,673
8,585
 7,198
Depreciation and amortization expense4,114
 4,377
 12,577
 13,051
4,150
 4,231
Total Operating Expenses24,714
 24,932
 73,354
 74,941
25,031
 24,419
          
Operating Income8,180
 7,675
 23,739
 21,641
6,579
 7,709
Equity in losses of unconsolidated businesses(1) (3) (20) (250)(12) (6)
Other income (expense), net(110) 214
 (1,127) 499
Other income, net143
 295
Interest expense(1,146) (1,211) (3,571) (3,634)(1,034) (1,210)
Income Before Provision For Income Taxes6,923
 6,675
 19,021
 18,256
5,676
 6,788
Provision for income taxes(1,586) (1,613) (4,450) (4,282)(1,389) (1,628)
Net Income$5,337
 $5,062
 $14,571
 $13,974
$4,287
 $5,160
          
Net income attributable to noncontrolling interests$143
 $138
 $401
 $385
$131
 $128
Net income attributable to Verizon5,194
 4,924
 14,170
 13,589
4,156
 5,032
Net Income$5,337
 $5,062
 $14,571
 $13,974
$4,287
 $5,160
          
Basic Earnings Per Common Share          
Net income attributable to Verizon$1.26
 $1.19
 $3.42
 $3.29
$1.00
 $1.22
Weighted-average shares outstanding (in millions)4,138
 4,136
 4,138
 4,125
4,139
 4,138
          
Diluted Earnings Per Common Share          
Net income attributable to Verizon$1.25
 $1.19
 $3.42
 $3.29
$1.00
 $1.22
Weighted-average shares outstanding (in millions)4,140
 4,140
 4,140
 4,129
4,141
 4,140
See Notes to Condensed Consolidated Financial Statements


Condensed Consolidated Statements of Comprehensive Income
Verizon Communications Inc. and Subsidiaries
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions) (unaudited)2019
 2018
 2019
 2018
2020
 2019
          
Net Income$5,337
 $5,062
 $14,571
 $13,974
$4,287
 $5,160
Other Comprehensive Income (Loss), Net of Tax (Expense) Benefit          
Foreign currency translation adjustments, net of tax of $(10), $2, $(12) and $8(10) 10
 (53) (73)
Unrealized gain (loss) on cash flow hedges, net of tax of $59, $(118), $257 and $(243)(166) 329
 (716) 678
Unrealized gain (loss) on marketable securities, net of tax of $(1), $2, $(3) and $32
 (1) 10
 (5)
Defined benefit pension and postretirement plans, net of tax of $56, $117, $168 and $235(169) (342) (507) (688)
Foreign currency translation adjustments, net of tax of $(4) and $(5)(120) 24
Unrealized loss on cash flow hedges, net of tax of $792 and $5(2,210) (13)
Unrealized gain (loss) on marketable securities, net of tax of $1 and $(2)(1) 4
Defined benefit pension and postretirement plans, net of tax of $56 and $56(169) (169)
Other comprehensive loss attributable to Verizon(343) (4) (1,266) (88)(2,500) (154)
Total Comprehensive Income$4,994
 $5,058
 $13,305
 $13,886
$1,787
 $5,006
          
Comprehensive income attributable to noncontrolling interests$143
 $138
 $401
 $385
$131
 $128
Comprehensive income attributable to Verizon4,851
 4,920
 12,904
 13,501
1,656
 4,878
Total Comprehensive Income$4,994
 $5,058
 $13,305
 $13,886
$1,787
 $5,006
See Notes to Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets
Verizon Communications Inc. and Subsidiaries

 At March 31,
 At December 31,
(dollars in millions, except per share amounts) (unaudited)2020
 2019
    
Assets   
Current assets   
Cash and cash equivalents$7,047
 $2,594
Accounts receivable24,852
 26,162
Less: Allowance for credit losses1,055
 
Less: Allowance for doubtful accounts
 733
Accounts receivable, net (Note 1)23,797
 25,429
Inventories1,633
 1,422
Prepaid expenses and other8,228
 8,028
Total current assets40,705
 37,473
    
Property, plant and equipment268,993
 265,734
Less accumulated depreciation176,816
 173,819
Property, plant and equipment, net92,177
 91,915
    
Investments in unconsolidated businesses543
 558
Wireless licenses92,471
 95,059
Goodwill24,382
 24,389
Other intangible assets, net9,371
 9,498
Operating lease right-of-use assets22,472
 22,694
Other assets12,379
 10,141
Total assets$294,500
 $291,727
    
Liabilities and Equity   
Current liabilities   
Debt maturing within one year$11,175
 $10,777
Accounts payable and accrued liabilities17,419
 21,806
Current operating lease liabilities3,331
 3,261
Other current liabilities9,132
 9,024
Total current liabilities41,057
 44,868
    
Long-term debt106,561
 100,712
Employee benefit obligations17,617
 17,952
Deferred income taxes33,709
 34,703
Non-current operating lease liabilities18,117
 18,393
Other liabilities15,786
 12,264
Total long-term liabilities191,790
 184,024
    
Commitments and Contingencies (Note 11)

 

    
Equity   
Series preferred stock ($0.10 par value; 250,000,000 shares authorized; none issued)
 
Common stock ($0.10 par value; 6,250,000,000 shares authorized in each period; 4,291,433,646 issued in each period)429
 429
Additional paid in capital13,302
 13,419
Retained earnings54,557
 53,147
Accumulated other comprehensive income (loss)(1,502) 998
Common stock in treasury, at cost (153,438,241 and 155,605,527 shares outstanding)(6,725) (6,820)
Deferred compensation – employee stock ownership plans and other149
 222
Noncontrolling interests1,443
 1,440
Total equity61,653
 62,835
Total liabilities and equity$294,500
 $291,727
 At September 30,
 At December 31,
(dollars in millions, except per share amounts) (unaudited)2019
 2018
    
Assets   
Current assets   
Cash and cash equivalents$3,020
 $2,745
Accounts receivable, net of allowances of $706 and $76524,713
 25,102
Inventories1,538
 1,336
Prepaid expenses and other5,624
 5,453
Total current assets34,895
 34,636
    
Property, plant and equipment260,053
 252,835
Less accumulated depreciation171,204
 163,549
Property, plant and equipment, net88,849
 89,286
    
Investments in unconsolidated businesses628
 671
Wireless licenses94,433
 94,130
Goodwill24,570
 24,614
Other intangible assets, net9,264
 9,775
Operating lease right-of-use assets22,218
 
Other assets10,018
 11,717
Total assets$284,875
 $264,829
    
Liabilities and Equity   
Current liabilities   
Debt maturing within one year$7,830
 $7,190
Accounts payable and accrued liabilities19,566
 22,501
Current operating lease liabilities2,959
 
Other current liabilities8,854
 8,239
Total current liabilities39,209
 37,930
    
Long-term debt101,769
 105,873
Employee benefit obligations18,236
 18,599
Deferred income taxes34,592
 33,795
Non-current operating lease liabilities18,214
 
Other liabilities12,543
 13,922
Total long-term liabilities185,354
 172,189
    
Commitments and Contingencies (Note 12)

 

    
Equity   
Series preferred stock ($0.10 par value; 250,000,000 shares authorized; none issued)
 
Common stock ($0.10 par value; 6,250,000,000 shares authorized in each period; 4,291,433,646 issued in each period)429
 429
Additional paid in capital13,418
 13,437
Retained earnings50,595
 43,542
Accumulated other comprehensive income1,104
 2,370
Common stock in treasury, at cost (155,649,437 and 159,400,267 shares outstanding)(6,822) (6,986)
Deferred compensation – employee stock ownership plans and other197
 353
Noncontrolling interests1,391
 1,565
Total equity60,312
 54,710
Total liabilities and equity$284,875
 $264,829
See Notes to Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Cash Flows
Verizon Communications Inc. and Subsidiaries
Nine Months Ended Three Months Ended 
September 30, March 31, 
(dollars in millions) (unaudited)2019
 2018
2020
 2019
      
Cash Flows from Operating Activities      
Net Income$14,571
 $13,974
$4,287
 $5,160
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization expense12,577
 13,051
4,150
 4,231
Employee retirement benefits(105) (886)(1) (195)
Deferred income taxes1,070
 2,023
(87) 459
Provision for uncollectible accounts1,131
 699
553
 319
Equity in losses of unconsolidated businesses, net of dividends received64
 291
26
 21
Net loss on sale of divested businesses94
 
Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses(3,902) (1,944)(1,208) (2,702)
Discretionary employee benefits contributions(300) (1,679)
 (300)
Other, net1,548
 715
1,104
 88
Net cash provided by operating activities26,748
 26,244
8,824
 7,081
      
Cash Flows from Investing Activities      
Capital expenditures (including capitalized software)(12,332) (12,026)(5,274) (4,268)
Acquisitions of businesses, net of cash acquired(29) (39)
 (25)
Acquisitions of wireless licenses(299) (1,307)(210) (104)
Proceeds from dispositions of businesses27
 
Other, net476
 236
(1,496) (406)
Net cash used in investing activities(12,157) (13,136)(6,980) (4,803)
      
Cash Flows from Financing Activities      
Proceeds from long-term borrowings8,360
 5,932
5,848
 2,131
Proceeds from asset-backed long-term borrowings3,982
 3,216
2,844
 1,117
Repayments of long-term borrowings and finance lease obligations(12,486) (9,776)(1,700) (2,963)
Repayments of asset-backed long-term borrowings(5,273) (2,915)(2,229) (813)
Dividends paid(7,474) (7,283)(2,547) (2,489)
Other, net(1,410) (1,595)347
 360
Net cash used in financing activities(14,301) (12,421)
Net cash provided by (used in) financing activities2,563
 (2,657)
      
Increase in cash, cash equivalents and restricted cash290
 687
Increase (decrease) in cash, cash equivalents and restricted cash4,407
 (379)
Cash, cash equivalents and restricted cash, beginning of period3,916
 2,888
3,917
 3,916
Cash, cash equivalents and restricted cash, end of period (Note 1)$4,206
 $3,575
$8,324
 $3,537
See Notes to Condensed Consolidated Financial Statements


Notes to Condensed Consolidated Financial Statements (Unaudited)
Verizon Communications Inc. and Subsidiaries
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) and based upon Securities and Exchange Commission rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, you should refer to the financial statements included in Verizon Communications Inc.'s (Verizon or the Company) Annual Report on Form 10-K for the year ended December 31, 2018 of Verizon Communications Inc. (Verizon or the Company) included in its Current Report on Form 8-K dated August 8, 2019. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.

In November 2018, we announced aFollowing our strategic reorganization, of our business. Under the new structure, effective April 1, 2019, there are 2 reportable segments that we operate and manage as strategic business units - Verizon Consumer Group (Consumer) and Verizon Business Group (Business). InAs of April 1, 2019 and in conjunction with the new reporting structure, we recast our segment disclosures for all periods presented.the period ending March 31, 2019.

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 Wireless 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 under the Fios brand and over a traditional copper-based network to customers who are not served by Fios. 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 provides wireless and wireline communications services and products, video and data 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.

Basis of Presentation
WeCertain amounts have been reclassified certain prior year amounts to conform to the current yearperiod’s presentation

Use of Estimates
U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. These estimates and assumptions take into account historical and forward looking factors that the Company believes are reasonable, including but not limited to the potential impacts arising from the recent novel coronavirus (COVID-19) and public and private sector policies and initiatives aimed at reducing its transmission. As the extent and duration of the impacts from COVID-19 remain unclear, the Company’s estimates and assumptions may evolve as conditions change. Actual results could differ significantly from those estimates.

Examples of significant estimates include the allowance for changescredit losses, the recoverability of property, plant and equipment, the incremental borrowing rate for the lease liability, the recoverability of intangible assets and other long-lived assets, fair value measurements, including those related to financial instruments, goodwill, spectrum licenses and intangible assets, unrecognized tax benefits, valuation allowances on tax assets, pension and postretirement benefit obligations, contingencies and the identification and valuation of assets acquired and liabilities assumed in our reportable segments.connection with business combinations.

Earnings Per Common Share
There were a total of approximately 2 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for both the three and nine months ended September 30,March 31, 2020 and March 31, 2019. There were a total of approximately 4 million outstanding dilutive securities, primarily consisting of restricted stock units, included in the computation of diluted earnings per common share for both the three and nine months ended September 30, 2018.

Cash, Cash Equivalents and Restricted Cash
We consider all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates quoted market value and includes amounts held in money market funds.

Cash collections on the device payment plan agreement receivables collateralizing asset-backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.

Cash, cash equivalents and restricted cash are included in the following line items in the condensed consolidated balance sheets:
At September 30,
 At December 31,
 Increase / (Decrease)
At March 31,
 At December 31,
 Increase / (Decrease)
(dollars in millions)2019
 2018
 2020
 2019
 
Cash and cash equivalents$3,020
 $2,745
 $275
$7,047
 $2,594
 $4,453
Restricted cash:          
Prepaid expenses and other1,077
 1,047
 30
1,154
 1,221
 (67)
Other assets109
 124
 (15)123
 102
 21
Cash, cash equivalents and restricted cash$4,206
 $3,916
 $290
$8,324
 $3,917
 $4,407


GoodwillAllowance for Credit Losses
Goodwill isPrior to January 1, 2020, accounts receivable were recorded at cost less an allowance for doubtful accounts. The gross amount of accounts receivable and corresponding allowance for doubtful accounts are presented separately in the excesscondensed consolidated balance sheets. We maintained allowances for uncollectible accounts receivable, including our direct-channel device payment plan agreement receivables, for estimated losses resulting from the failure or inability of our customers to make required payments. Indirect-channel device payment receivables are considered financial instruments and were initially recorded at fair value net of imputed interest, and credit losses were recorded as incurred. However, receivable balances were assessed quarterly for impairment and an allowance was recorded if the receivable was considered impaired.

Subsequent to January 1, 2020, accounts receivable are recorded at amortized cost less an allowance for expected credit losses that are not expected to be recovered. The gross amount of accounts receivable and corresponding allowance for credit losses are presented separately in the condensed consolidated balance sheets. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the acquisition cost of businesses overasset’s collectability. The allowance is based on multiple factors including historical experience with bad debts, the fair valuecredit quality of the identifiable net assets acquired. Impairment testing for goodwill is performed annuallycustomer base, the aging of such receivables and current macroeconomic conditions as well as management’s expectations of conditions in the fourth quarter or more frequentlyfuture, if impairment indicators are present. We transitioned into our new segment reporting structure effective April 1, 2019, which resulted in certain changes to our operating segments and reporting units. Uponapplicable. Our allowance for uncollectible accounts receivable is based on management’s assessment of the

date collectability of reorganization, the goodwill of our historical Wireless reporting unit, historical Wireline reporting unit and historical Verizon Connect reporting unit were reallocated to our new Consumer and Business reporting units using a relative fair value approach.assets pooled together with similar risk characteristics.

We performedpool our device payment plan agreement receivables based on the credit quality indicators and shared risk characteristics of "new customers" and "existing customers". New customers are defined as customers who have been with Verizon for less than 210 days if they are classified as a Consumer segment customer, or less than 12 months if they are classified as a Business segment customer. Existing customers are defined as customers who have been with Verizon for more than 210 days if they are in Consumer, or more than 12 months if they are in Business. We record an impairment assessmentallowance to reduce the receivables to the amount that is expected to be collectible. For device payment plan agreement receivables, we record bad debt expense based on a default and loss calculation using our proprietary loss model. The expected loss rate is determined based on customer credit scores and other qualitative factors as noted above. The loss rate is assigned individually on a customer by customer basis and the custom credit scores are then aggregated by vintage and used in our proprietary loss model to calculate the weighted average loss rate used for determining the allowance balance.

We monitor the collectability of our wireless service receivables as one overall pool. Wireline service receivables are disaggregated and pooled by the following customer groups: consumer, small and medium business, global enterprise and wholesale. For wireless service receivables and wireline consumer and small and medium business receivables, the allowance is calculated based on a 12 month rolling average write-off balance multiplied by the average life cycle of an account from billing to write-off. The risk of loss is assessed over the contractual life of the impacted reporting units, specifically ourreceivables and we adjust the historical Wireless,loss amounts for current and future conditions based on management’s qualitative considerations. For global enterprise and wholesale wireline receivables, the allowance is based on historical Wirelinewrite-off experience and historical Connect reporting units on March 31, 2019, immediately before our strategic reorganization became effective. Our impairment assessments indicated thatindividual customer credit risk, if applicable. We consider multiple factors in determining the fair value for each of our historical Wireless, historical Wireline and historical Connect reporting units exceeded their respective carrying value, and therefore did not result in a goodwill impairment. We then performed an impairment assessment for our Consumer and Business reporting units on April 1, 2019, immediately following our strategic reorganization. Our impairment assessments indicated that the fair value for each of our Consumer and Business reporting units exceeded their respective carrying values and therefore, did not result in a goodwill impairment. Our Media reporting unit was not impacted by the strategic reorganization and there was no indicator of impairment.allowance as discussed above.

Recently Adopted Accounting Standard
The following Accounting Standard Updates (ASUs) were issued by the Financial Accounting Standards Board (FASB), and have been recently adopted by Verizon.
 DescriptionDate of AdoptionEffect on Financial Statements
 ASU 2016-02, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, Leases (Topic 842)
The FASB issued Topic 842 requiring entities to recognize assets and liabilities on the balance sheet for all leases, with certain exceptions. In addition, Topic 842 enables users of financial statements to further understand the amount, timing and uncertainty of cash flows arising from leases. Topic 842 allowed for a modified retrospective application and was effective as of the first quarter of 2019. Entities were allowed to apply the modified retrospective approach: (1) retrospectively to each prior reporting period presented in the financial statements with the cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented; or (2) retrospectively at the beginning of the period of adoption (January 1, 2019) through a cumulative-effect adjustment. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply.1/1/2019We adopted Topic 842 beginning on January 1, 2019, using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings recorded at the beginning of the period of adoption. Therefore, upon adoption, we have recognized and measured leases without revising comparative period information or disclosure. We recorded an increase of $410 million (net of tax) to retained earnings on January 1, 2019 which related to deferred sale leaseback gains recognized from prior transactions. Additionally, the adoption of the standard had a significant impact in our condensed consolidated balance sheet due to the recognition of $22.1 billion of operating lease liabilities, along with $23.2 billion of operating lease right-of-use-assets.


The cumulative after-tax effect of the changes made to our condensed consolidated balance sheet for the adoption of Topic 842 were as follows:
(dollars in millions)At December 31, 2018
 
Adjustments due to
Topic 842

 At January 1, 2019
Prepaid expenses and other$5,453
 $(329) $5,124
Operating lease right-of-use assets
 23,241
 23,241
Other assets11,717
 (2,048) 9,669
Accounts payable and accrued liabilities22,501
 (3) 22,498
Other current liabilities8,239
 (2) 8,237
Current operating lease liabilities
 2,931
 2,931
Deferred income taxes33,795
 139
 33,934
Non-current operating lease liabilities
 19,203
 19,203
Other liabilities13,922
 (1,815) 12,107
Retained earnings43,542
 410
 43,952
Noncontrolling interests1,565
 1
 1,566


In addition to the increase to the operating lease liabilities and right-of-use assets and the derecognition of deferred sale leaseback gains through opening retained earnings, Topic 842 also resulted in reclassifying the presentation of prepaid and deferred rent to operating lease right-of-use assets. The operating lease right-of-use assets amount also includes the balance of any prepaid lease payments, unamortized initial direct costs and lease incentives.

We elected the package of practical expedients permitted under the transition guidance within the new standard. Accordingly, we have adopted these practical expedients and did not reassess: (1) whether an expired or existing contract is a lease or contains an embedded lease; (2) lease classification of an expired or existing lease; or (3) capitalization of initial direct costs for an expired or existing lease. In addition, we have elected the land easement transition practical expedient, and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease.

We lease network equipment including towers, distributed antenna systems, small cells, real estate, connectivity mediums which include dark fiber, equipment, and other various types of assets for use in our operations under both operating and finance leases. We assess whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately,

we determine the classification and initial measurement of the right-of-use asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use.

For both operating and finance leases, we recognize a right-of-use asset, which represents our right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make payments arising over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate for operating and finance leases. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate, which will be updated on a quarterly basis for measurement of new lease liabilities.

In those circumstances where the Company is the lessee, we have elected to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components as a single lease component for substantially all of our asset classes. Additionally, in arrangements where we are the lessor, we have customer premise equipment for which we apply the lease and non-lease component practical expedient and account for non-lease components (e.g., service revenue) and lease components as combined components under the revenue recognition guidance in ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606) as the service revenues are the predominant components in the arrangements.

Rent expense for operating leases is recognized on a straight-line basis over the term of the lease and is included in either Cost of services or Selling, general and administrative expense in our condensed consolidated statements of income, based on the use of the facility on which rent is being paid. Variable rent payments related to both operating and finance leases are expensed in the period incurred. Our variable lease payments consist of payments dependent on various external indicators, including real estate taxes, common area maintenance charges and utility usage.

Operating leases with a term of 12 months or less are not recorded on the balance sheet; we recognize a rent expense for these leases on a straight-line basis over the lease term.

We recognize the amortization of the right-of-use asset for our finance leases on a straight-line basis over the shorter of the term of the lease or the useful life of the right-of-use asset in Depreciation and amortization expense in our condensed consolidated statements of income. The interest expense related to finance leases is recognized using the effective interest method based on the discount rate determined at lease commencement and is included within Interest expense in our condensed consolidated statements of income.

See Note 5 for additional information related to leases, including disclosure required under Topic 842.

Recently Issued Accounting Standards
The following ASUs have been recently issued by the FASB.
DescriptionDate of AdoptionEffect on Financial Statements
ASU 2016-13, ASU 2018-19, ASU 2019-04, and ASU 2019-05, Financial Instruments - Credit Losses (Topic 326)
 In June 2016, the FASB issued this standard updateTopic 326 which requires certain financial assets to be measured at amortized cost net of an allowance for estimated credit losses, such that the net receivable represents the present value of expected cash collection. In addition, this standard update requires that certain financial assets be measured at amortized cost reflecting an allowance for estimated credit losses expected to occur over the life of the assets. The estimate of credit losses must be based on all relevant information including historical information, current conditions, and reasonable and supportable forecasts that affect the collectability of the amounts. An entity will applyapplies the update through a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (January 1, 2020). A prospective transition approach is required for debt securities for which an other-than-temporary impairment has been recognized before the effective date. Early adoption of this standard is permitted.1/1/2020
Over the course of 2019, our cross-functional coordinated team has been evaluating the requirements and scoping the possible impacts that this standard update will have on our various financial assets, which we expected to include, but were not limited to, our device payment plan agreement receivables, service receivables and contract assets.

During the fourth quarter of 2019, we will be finalizing our assessment of the expected impacts to our accounting, reporting, processes and internal controls arising from this standard update which we will adoptWe adopted Topic 326 beginning on January 1, 2020. Although we have not yet finalized our evaluation2020 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings recorded at the beginning of the standard update,period of adoption. Therefore upon adoption, we do not currently expectrecognized and measured estimated credit losses without revising comparative period information or disclosures. We recorded the impactpre-tax cumulative effect of $265 million ($200 million net of tax) as a reduction to be significant. We anticipate any impact will be primarilythe January 1, 2020 opening balance of retained earnings, which was related to the timing of expected credit loss recognition for certain device payment plan agreement receivables.



receivables based upon reasonable and supportable forecasts of the future economic condition as of January 1, 2020. Additionally, the adoption of the standard impacted the condensed consolidated balance sheet by presenting financial assets measured at amortized cost separate from the allowance for estimated credit losses. There is no significant impact to our operating results for the current period due to this standard update.
 
 ASU 2020-04, Reference Rate Reform (Topic 848)
Topic 848 provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. Topic 848 provides optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met.

3/12/2020Topic 848 was effective for the Company beginning on March 12, 2020, and we will apply the amendments prospectively through December 31, 2022. There was no impact to our condensed consolidation financial statements for the quarter ended March 31, 2020 as a result of adopting this standard update.



The cumulative after-tax effect of the changes made to our condensed consolidated balance sheet for the adoption of Topic 326 were as follows:
(dollars in millions)At December 31, 2019
 
Adjustments due to
Topic 326

 At January 1, 2020
Allowance for credit losses$
 $919
 $919
Allowance for doubtful accounts733
 (733) 
Other assets10,141
 (79) 10,062
Deferred income taxes34,703
 (65) 34,638
Retained earnings53,147
 (200) 52,947


See Note 6 for additional information related to credit losses, including disclosures required under Topic 326.

Note 2. Revenues and Contract Costs
We earn revenue from contracts with customers, primarily through the provision of telecommunications and other services and through the sale of wireless equipment.


Revenue by Category
We have 2 reportable segments that we operate and manage as strategic business units - Consumer and Business. Revenue is disaggregated by products and services within Consumer, and customer groups (Global Enterprise, Small and Medium Business, Public Sector and Other, and Wholesale) within Business. See Note 1110 for additional information on revenue by segment.

Corporate and other includes the results of our media business, Verizon Media Group (Verizon Media), which operated under the "Oath" brand until January 2019,, and other businesses. Verizon Media generated revenues from contracts with customers under Topic 606 of approximately $1.8$1.7 billion and $5.4$1.8 billion during the three and nine months ended September 30,March 31, 2020 and March 31, 2019, respectively. Verizon Media generated revenues from contracts with customers under Topic 606 of approximately $1.8 billion and $5.6 billion during the three and nine months ended September 30, 2018, respectively.

We also earn revenues that are not accounted for under Topic 606, from leasing arrangements (such as towers), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent. As allowed by the practical expedient within Topic 842, we have elected to combine the lease and non-lease components for those arrangements of customer premise equipment where we are the lessor as components accounted for under Topic 606. During the three and nine months ended September 30,March 31, 2020 and 2019, revenues from arrangements that were not accounted for under Topic 606 were approximately $779$812 million and $2.4 billion, respectively. During the three and nine months ended September 30, 2018, revenues from arrangements that were not accounted for under Topic 606 were approximately $1.1 billion and $3.4 billion,$787 million, respectively.
 
Remaining Performance Obligations
When allocating the total contract transaction price to identified performance obligations, a portion of the total transaction price may relate to service performance obligations which were not satisfied or are partially satisfied as of the end of the reporting period. Below we disclose information relating to these unsatisfied performance obligations. Upon adoption, we elected to apply the practical expedient available under Topic 606 that provides the option to exclude the expected revenues arising from unsatisfied performance obligations related to contracts that have an original expected duration of one year or less. This situation primarily arises with respect to certain month-to-month service contracts. At September 30, 2019,March 31, 2020, month-to-month service contracts represented approximately 87%88% of our wireless postpaid contracts and approximately 59%64% of our wireline Consumer and Small and Medium Business contracts, compared to September 30, 2018,March 31, 2019, for which month-to-month service contracts represented approximately 85%86% of our wireless postpaid contracts and 56%55% of our wireline Consumer and Small and Medium Business contracts.
 

Additionally, certain contracts provide customers the option to purchase additional services. The fees related to these additional services are recognized when the customer exercises the option (typically on a month-to-month basis).

Contracts for wireless services are generally either month-to-month and cancellable at any time (typically under a device payment plan) or contain terms ranging from greater than one month to up to two years (typically under a fixed-term plan). Additionally, customers may incur charges based on usage or additional optional services purchased in conjunction with entering into a contract that can be cancelled at any time and therefore are not included in the transaction price. The transaction price allocated to service performance obligations, which are not satisfied or are partially satisfied as of the end of the reporting period, are generally related to our fixed-term plans.contracts that are not accounted for as month-to-month contracts.

Our Consumer group customers also include traditional wholesale resellers that purchase and resell wireless service under their own brands to their respective customers. Reseller arrangements generally include a stated contract term, which typically extends longer than two years and, in some cases, include a periodic minimum revenue commitment over the contract term for which revenues will be recognized in future periods.

Consumer customer contracts for wireline services generally have a service term of two years; however, this term may be shorter than twelve months or may be month-to-month. Certain contracts with Business customers for wireline services extend into future periods, contain fixed monthly fees and usage-based fees, and can include annual commitments in each year of the contract or commitments over the entire specified contract term; however, a significant number of contracts for wireline services with our Business customers have a contract term that is twelve months or less.

Additionally, there are certain contracts with Business customers for wireline and telematics services and certain Verizon Media contracts with customers that have a contractual minimum fee over the total contract term. We cannot predict the time period when revenue will be recognized related to those contracts; thus, they are excluded from the time bands below. These contracts have varying terms spanning over approximately five years ending in September 2024February 2025 and have aggregate contract minimum payments totaling $3.7$3.2 billion.

At September 30, 2019,March 31, 2020, the transaction price related to unsatisfied performance obligations for total Verizon that is expected to be recognized for 2019,the remainder of 2020, 2021 and thereafter was $5.8$16.1 billion, $17.3$11.3 billion and $7.6$2.0 billion, respectively. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations and changes in the timing and scope of contracts, arising from contract modifications.

Accounts Receivable and Contract Balances
The timing of revenue recognition may differ from the time of billing to our customers. Receivables presented in our condensed consolidated balance sheetsheets represent an unconditional right to consideration. Contract balances represent amounts from an arrangement when either Verizon has performed, by transferring goods or services to the customer in advance of receiving all or partial consideration for such goods and services

from the customer, or the customer has made payment to Verizon in advance of obtaining control of the goods and/or services promised to the customer in the contract.

Contract assets primarily relate to our rights to consideration for goods or services provided to customers but for which we do not have an unconditional right at the reporting date. Under a fixed-term plan, total contract revenue is allocated between wireless service and equipment revenues. In conjunction with these arrangements, a contract asset is created, which represents the difference between the amount of equipment revenue recognized upon sale and the amount of consideration received from the customer when the performance obligation related to the transfer of control of the equipment is satisfied. The contract asset is reclassified to accounts receivable as wireless services are provided and billed. We have the right to bill the customer as service is provided over time, which results in our right to the payment being unconditional. The contract asset balances are presented in our condensed consolidated balance sheetsheets as Prepaid expenses and other and Other assets. We assess our contract assetsrecognize the allowance for impairmentexpected credit losses at inception and reassess quarterly based on a quarterly basis and will recognize an impairment charge tomanagement’s expectation of the extent their carrying amount is not recoverable.asset’s collectability.    

Contract liabilities arise when we bill our customers and receive consideration in advance of providing the goods or services promised in the contract. We typically bill service one month in advance, which is the primary component of the contract liability balance. Contract liabilities are recognized as revenue when services are provided to the customer. The contract liability balances are presented in our condensed consolidated balance sheetsheets as Other current liabilities and Other liabilities.

The following table presents information about receivables from contracts with customers:
 At September 30,
 At January 1,
 At September 30,
 At January 1,
(dollars in millions)2019
 2019
 2018
 2018
Receivables(1)
$11,900
 $12,104
 $11,966
 $12,073
Device payment plan agreement receivables(2)
10,538
 8,940
 6,723
 1,461

 At March 31,
 At January 1,
 At March 31,
 At January 1,
(dollars in millions)2020
 2020
 2019
 2019
Receivables(1)
$11,273
 $12,078
 $11,601
 $12,104
Device payment plan agreement receivables(2)
10,955
 11,741
 9,687
 8,940
(1) 
Balances do not include receivables related to the following contracts: leasing arrangements (such as towers), captive reinsurance arrangements primarily related to wireless device insurance and the interest on equipment financed on a device payment plan agreement when sold to the customer by an authorized agent.
(2) 
Included in device payment plan agreement receivables presented in Note 7.6. Balances do not include receivables related to contracts completed prior to January 1, 2018 and receivables derived from the sale of equipment on a device payment plan through an authorized agent.


The following table presents information about contract balances:
At September 30,
 At January 1,
 At September 30,
 At January 1,
At March 31,
 At January 1,
 At March 31,
 At January 1,
(dollars in millions)2019
 2019
 2018
 2018
2020
 2020
 2019
 2019
Contract asset$1,102
 $1,003
 $997
 $1,170
$1,135
 $1,150
 $1,021
 $1,003
Contract liability (1)
5,082
 4,943
 4,693
 4,452
5,347
 5,307
 4,973
 4,943

(1) Revenue recognized related to contract liabilities existing at January 1, 20192020 and January 1, 20182019 were $235 million$3.8 billion and $4.1$3.7 billion, for the three and nine months ended September 30,March 31, 2020 and March 31, 2019, respectively, and $101 million and $3.9 billion, for the three and nine months ended September 30, 2018.respectively.

The balance of contract assets and contract liabilities recorded in our condensed consolidated balance sheetsheets were as follows:


At September 30,
 At December 31,
At March 31,
 At December 31,
(dollars in millions)2019
 2018
2020
 2019
Assets      
Prepaid expenses and other$818
 $757
$844
 $848
Other assets284
 246
291
 302
Total$1,102
 $1,003
$1,135
 $1,150
      
Liabilities      
Other current liabilities$4,480
 $4,207
$4,675
 $4,651
Other liabilities602
 736
672
 656
Total$5,082
 $4,943
$5,347
 $5,307


Contract Costs
Topic 606 requires the recognition of an asset for incremental costs to obtain a customer contract, which are then amortized to expense over the respective periods of expected benefit. We recognize an asset for incremental commission expenses paid to internal and external sales personnel and agents in conjunction with obtaining customer contracts. We only defer these costs when we have determined the commissions are incremental costs that would not have been incurred absent the customer contract and are expected to be recoverable. Costs to obtain a contract are amortized and recorded ratably as commission expense over the period representing the transfer of goods or services to which the assets relate. Costs to obtain wireless contracts are amortized over both of our Consumer and Business customers' estimated device upgrade cycles, as such costs are typically incurred each time a customer upgrades. Costs to obtain wireline contracts are amortized as expense over the estimated customer

relationship period for our Consumer customers. Incremental costs to obtain wireline contracts for our Business customers are insignificant. Costs to obtain contracts are recorded in Selling, general and administrative expense.

We also defer costs incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed as we satisfy our performance obligations and recorded in Cost of services. These costs principally relate to direct costs that enhance our wireline business resources, such as costs incurred to install circuits.

We determine the amortization periods for our costs incurred to obtain or fulfill a customer contract at a portfolio level due to the similarities within these customer contract portfolios.

Other costs, such as general costs or costs related to past performance obligations, are expensed as incurred.

Collectively, costs to obtain a contract and costs to fulfill a contract are referred to as deferred contract costs, and amortized over a two- to five-year period. Deferred contract costs are classified as current or non-current within Prepaid expenses and other and Other assets, respectively.

The balances of deferred contract costs included in our condensed consolidated balance sheetsheets were as follows:


At September 30,
 At December 31,
At March 31,
 At December 31,
(dollars in millions)2019
 2018
2020
 2019
Assets      
Prepaid expenses and other$2,455
 $2,083
$2,523
 $2,578
Other assets1,793
 1,812
1,835
 1,911
Total$4,248
 $3,895
$4,358
 $4,489


For the three and nine months ended September 30,March 31, 2020 and 2019, we recognized expense of $687$778 million and $1.9 billion, respectively, associated with the amortization of deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income. For the three and nine months ended September 30, 2018, we recognized expense of $523$615 million, and $1.4 billion, respectively, associated with the amortization of deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income.


We assess our deferred contract costs for impairment on a quarterly basis. We recognize an impairment charge to the extent the carrying amount of a deferred cost exceeds the remaining amount of consideration we expect to receive in exchange for the goods and services related to the cost, less the expected costs related directly to providing those goods and services that have not yet been recognized as expenses. There have been 0 impairment charges recognized for the three and nine months ended September 30, 2019March 31, 2020 or September 30, 2018.March 31, 2019.

Note 3. Acquisitions and Divestitures
Spectrum License Transactions
In 2019,March 2020, the Federal Communications CommissionCommunication Commission's (FCC) completed 2 millimeter waveincentive auction for spectrum license auctions.licenses in the upper 37 Gigahertz (GHz), 39 GHz, and 47 GHz bands concluded. As an incumbent licensee, our 39 GHz licenses provided us with incentive payments that could be applied towards the purchase price of spectrum in the auction or settled in cash. Verizon participated in these auctionsthis incentive auction and was the high bidder on 94,940 licenses, which primarily consisted of 37 GHz and, 1,066to a lesser extent, 39 GHz spectrum. The price payable for these licenses respectively,amounted to $3.4 billion, of which $1.8 billion will be settled with the relinquished 39 GHz licenses. Through March 31, 2020, Verizon paid cash deposits of approximately $325 million, including $101 million paid in December 2019. The remaining $1.3 billion payment was made in April 2020. The timing of when the 24 Gigahertz (GHz)new reconfigured licenses will be issued and 28 GHz bands. We submitted an application tothe cancellation of the licenses relinquished in this auction will be determined by the FCC and paid cashafter all payments have been made. At March 31, 2020, substantially all of approximately $521 millionour 39 GHz licenses have been reclassified to assets held for the licenses. The deposits related to these spectrum licenses are classified withinsale, included in Other assets in our condensed consolidated balance sheetssheet, and adjusted to a fair value of $1.6 billion. The fair value represents a Level 2 measurement as defined in Accounting Standards Codification 820, Fair Value Measurements and Disclosures and was determined based on the final auction price for each defined geographical area. As a result, a pre-tax net loss of September 30, 2019.

$1.2 billion ($914 million after-tax) related to the spectrum license auction was recorded in Selling, general and administrative expense in the condensed consolidated statement of income because their exchange for new licenses has commercial substance.
During both the three and nine months ended September 30, 2019,March 31, 2020, we entered into and completed various other wireless license transactionsacquisitions for an insignificant amountcash consideration of cash consideration.approximately $146 million.

Other
In July 2019, Verizon completed a sale-leaseback transaction for buildings and real estate. See Note 5 for additional information related to the transaction. In connection with this transaction and other insignificant transactions, we recorded a pre-tax net gain from dispositions of assets and businesses of $261 million in Selling, general and administrative expense in our condensed consolidated statements of income forDuring the three and nine months ended September 30, 2019.

During both the three and nine months ended September 30, 2019,March 31, 2020, we completed various other transactionsacquisitions for insignificant amounts of cash consideration.


In April 2020, we entered into a definitive purchase agreement to acquire Blue Jeans Network, Inc., an enterprise-grade video conferencing and event platform, whose services will be sold to Business customers globally. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the second quarter of 2020.

Note 4. Wireless Licenses, Goodwill, and Other Intangible Assets
Wireless Licenses
The carrying amounts of Wireless licenses are as follows:
At September 30,
At December 31,
At March 31,
At December 31,
(dollars in millions)2019
2018
2020
2019
Wireless licenses$94,433
$94,130
$92,471
$95,059


At September 30,March 31, 2020 and 2019, and 2018, approximately $6.5$3.5 billion and $11.1$7.2 billion, respectively, of wireless licenses were under development for commercial service for which we were capitalizing interest costs. We recorded approximately $248$64 million and $406$88 million of capitalized interest on wireless licenses for the ninethree months ended September 30,March 31, 2020 and 2019, and 2018, respectively.

During the three months ended March 31, 2020, we reclassified substantially all of our 39GHz wireless licenses, including capitalized interest, with a carrying value of $2.8 billion to assets held for sale in connection with the FCC's incentive auction. These wireless licenses were adjusted down to their fair value of $1.6 billion resulting in a pre-tax loss of $1.2 billion ($914 million after-tax). See Note 3 for additional information regarding spectrum license transactions.

The average remaining renewal period of our wireless licenses portfolio was 4.14.5 years as of September 30, 2019.March 31, 2020.
 
Goodwill
The Company transitioned into our new reporting structure as of April 1, 2019. The table below shows the reallocation of goodwill from our historical reporting structure to our current reporting structure.

Changes in the carrying amount of Goodwill are as follows:
(dollars in millions)Consumer
 Business
 Wireless
 Wireline
 
Other (1)

 Total
Balance at January 1, 2019$
 $
 $18,397
 $3,871
 $2,346
 $24,614
Acquisitions
 
 
 20
 
 20
Reclassifications, adjustments and other
 
 
 1
 
 1
Balance at March 31, 2019
 
 18,397
 3,892
 2,346
 24,635
Reporting Unit reallocation (2)
17,104
 7,269
 (18,397) (3,892) (2,084) 
Balance at April 1, 201917,104
 7,269
 
 
 262
 24,635
Acquisitions

2
 
 
 
 2
Reclassifications, adjustments and other
 (7) 
 
 (60) (67)
Balance at September 30, 2019$17,104
 $7,264
 $
 $
 $202
 $24,570
(dollars in millions)Consumer
 Business
 Other
 Total
Balance at January 1, 2020 (1)
$17,104
 $7,269
 $16
 $24,389
Reclassifications, adjustments and other
 (7) 
 (7)
Balance at March 31, 2020 (1)
$17,104
 $7,262
 $16
 $24,382


(1) Goodwill is net of accumulated impairment chargecharges of $4.6$4.8 billion, related to our Media reporting unit, which was recorded in the fourth quarter of 2018.unit.
(2) Represents the reallocation of goodwill as a result of the Company reorganizing its segments as described in Note 1.


Other Intangible Assets
The following table displays the composition of Other intangible assets, net:net as well as the respective amortization period:
At September 30, 2019  At December 31, 2018 At March 31, 2020  At December 31, 2019 
(dollars in millions)
Gross
Amount

 
Accumulated
Amortization

 
Net
Amount

 
Gross
Amount

 
Accumulated
Amortization

 
Net
Amount

Gross
Amount

 
Accumulated
Amortization

 
Net
Amount

 
Gross
Amount

 
Accumulated
Amortization

 
Net
Amount

Customer lists (8 to 13 years)$3,895
 $(1,393) $2,502
 $3,951
 $(1,121) $2,830
$3,894
 $(1,624) $2,270
 $3,896
 $(1,511) $2,385
Non-network internal-use software (3 to 7 years)19,721
 (13,990) 5,731
 18,603
 (12,785) 5,818
20,971
 (14,842) 6,129
 20,530
 (14,418) 6,112
Other (2 to 25 years)1,968
 (937) 1,031
 1,988
 (861) 1,127
1,969
 (997) 972
 1,967
 (966) 1,001
Total$25,584
 $(16,320) $9,264
 $24,542
 $(14,767) $9,775
$26,834
 $(17,463) $9,371
 $26,393
 $(16,895) $9,498


The amortization expense for Other intangible assets was as follows: 
Three Months Ended
 Nine Months Ended
Three Months Ended
(dollars in millions)September 30,
 September 30,
March 31,
2020$592
2019$580
 $1,704
555
2018557
 1,648



The estimated future amortization expense for Other intangible assets for the remainder of the current year and next 5 years is as follows:
Years(dollars in millions)
(dollars in millions)
Remainder of 2019$571
20202,046
Remainder of 2020$1,714
20211,751
2,004
20221,471
1,715
20231,163
1,368
2024821
1,017
2025660


Note 5. Leasing Arrangements
We enter into various lease arrangements for network equipment including towers, distributed antenna systems, small cells, real estate and connectivity mediums including dark fiber, equipment, and other various types of assets for use in our operations. Our leases have remaining lease terms ranging from 1 year to 28 years, some of which include options that we can elect to extend the leases term for up to 25 years, and some of which include options to terminate the leases. For the majority of leases entered into during the current period, we have concluded it is not reasonably certain that we would exercise the options to extend the lease or terminate the lease. Therefore, as of the lease commencement date, our lease terms generally do not include these options. We include options to extend the lease when it is reasonably certain that we will exercise that option.

During March 2015, we completed a transaction with American Tower Corporation (American Tower) pursuant to which American Tower acquired the exclusive rights to lease and operate approximately 11,300 of our wireless towers for an upfront payment of $5.0 billion. We have subleased capacity on the towers from American Tower for a minimum of 10 years at current market rates in 2015, with options to renew. We continue to include the towers in Property, plant and equipment, net in our condensed consolidated balance sheets and depreciate them accordingly. In addition to the rights to lease and operate the towers, American Tower assumed the interest in the underlying ground leases related to these towers. While American Tower can renegotiate the terms of and is responsible for paying the ground leases, we are still the primary obligor for these leases and accordingly, the present value of these ground leases are included in our operating lease right-of-use assets and operating lease liabilities. We do not expect to be required to make ground lease payments unless American Tower defaults, which we determined to be remote.
The components of net lease cost were as follows:
  Three Months Ended
 Nine Months Ended
  September 30,
 September 30,
(dollars in millions)Classification2019
 2019
Operating lease cost (1)
Cost of services
Selling, general and administrative expense
$1,202
 $3,550
Finance lease cost:    
Amortization of right-of-use assetsDepreciation and amortization expense76
 244
Interest on lease liabilitiesInterest expense9
 28
Short-term lease cost (1)
Cost of services
Selling, general and administrative expense
8
 32
Variable lease cost (1)
Cost of services
Selling, general and administrative expense
55
 163
Sublease incomeService revenues and other(68) (202)
Total net lease cost $1,282
 $3,815
     
Gain on sale and leaseback transaction, netSelling, general and administrative expense$(391) $(391)
(1) All operating lease costs, including short-term and variable lease costs, are split between Cost of services and Selling, general and administrative expense in the condensed consolidated statements of income based on the use of the facility that the rent is being paid on. See Note 1 for additional information. Variable lease costs represent payments that are dependent on a rate or index, or on usage of the asset.

Supplemental disclosure for the statement of cash flows related to operating and finance leases were as follows:
 Nine Months Ended
 September 30,
(dollars in millions)2019
Cash Flows from Operating Activities 
Cash paid for amounts included in the measurement of lease liabilities 
Operating cash flows for operating leases$(3,192)
Operating cash flows for finance leases(28)
Cash Flows from Financing Activities 
Financing cash flows for finance leases(267)
Supplemental lease cash flow disclosures 
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities2,097
Right-of-use assets obtained in exchange for new finance lease liabilities356


Supplemental disclosures for the balance sheet related to finance leases were as follows:
 At September 30,
(dollars in millions)2019
Assets 
Property, plant and equipment, net$858
  
Liabilities 
Debt maturing within one year$327
Long-term debt667
Total Finance lease liabilities$994


The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows:
At September 30,
2019
Weighted-average remaining lease term (years)
Operating Leases9
Finance Leases4
Weighted-average discount rate
Operating Leases4.1%
Finance Leases3.9%


The Company's maturity analysis of operating and finance lease liabilities as of September 30, 2019 were as follows:
(dollars in millions)Operating Leases
 Finance Leases
Remainder of 2019$1,009
 $93
20203,896
 329
20213,558
 232
20223,162
 172
20232,807
 118
Thereafter11,344
 146
Total lease payments25,776
 1,090
Less interest(4,603) (96)
Present value of lease liabilities21,173
 994
Less current obligation(2,959) (327)
Long-term obligation at September 30, 2019$18,214
 $667


As of September 30, 2019, we have contractually obligated lease payments amounting to $1.4 billion for office facility operating leases and small cell colocation and fiber operating leases that have not yet commenced. We have legally obligated lease payments for various other operating leases that have not yet commenced for which the total obligation was not significant. We have certain rights and obligations for these leases, but have not recognized an operating lease right-of-use asset or an operating lease liability since they have not yet commenced.

Real Estate Transaction
On July 23, 2019, Verizon completed a sale-leaseback transaction for buildings and real estate. We received total gross proceeds of approximately $1.0 billion. We leased back a portion of the buildings and real estate sold and accounted for it as an operating lease. The term of the leaseback is for two years with 4 options to renew for an additional three months each. The proceeds received as a result of this transaction have been classified in Other, net within Cash Flows from Investing Activities in our condensed consolidated statement of cash flows for the nine months ended September 30, 2019. The net gain as a result of this transaction is included in the components of net lease cost table above.

Note 6.5. Debt

Significant Debt Transactions
The following table shows the transactions that occurred during the ninethree months ended September 30, 2019.March 31, 2020.

February Exchange Offers
(dollars in millions)Principal Amount Exchanged
 Principal Amount Issued
Verizon 1.750% - 5.150% notes and floating rate notes, due 2021 - 2025$3,892
 $
GTE LLC 8.750% debentures, due 202121
 
Verizon 4.016% notes due 2029 (1)

 4,000
Total$3,913
 $4,000
(1) Total exchange amount issued in consideration does not include an insignificant amount of cash used to settle.

May Tender Offers
(dollars in millions)Principal Amount Purchased
 
Cash Consideration(1)

Verizon 5.012% notes due 2054$3,192
 $3,626
Verizon 4.672% notes due 20551,308
 1,404
Total$4,500
 $5,030
(1) In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase.

Debt Redemptions, Repurchases and Repayments
(dollars in millions)Principal Redeemed / Repaid
 
Amount Paid as % of Principal (1)

Three Months Ended March 31, 2019   
Verizon 5.900% notes due 2054$500
 100.000%
Verizon 1.375% notes due 2019206
 100.000%
Verizon 1.750% notes due 2021621
 100.000%
Verizon 3.000% notes due 2021930
 101.061%
Verizon 3.500% notes due 2021315
 102.180%
Open market repurchases of various Verizon notes163
 Various
Three Months Ended March 31, 2019 total2,735
  
    
Three Months Ended June 30, 2019   
Verizon 2.625% notes due 2020831
 100.037%
Verizon 3.500% notes due 2021736
 102.238%
Verizon floating rate (LIBOR + 0.770%) notes due 2019229
 100.000%
Three Months Ended June 30, 2019 total1,796
  
    
Three Months Ended September 30, 2019   
Verizon 4.200% notes due 20462,059
 100.000%
Verizon floating rate (LIBOR + 0.370%) notes due 2019306
 100.000%
Verizon 2.600% - 4.300% Internotes due 2022 - 2029177
 100.000%
Three Months Ended September 30, 2019 total2,542
  
Nine Months Ended September 30, 2019 total$7,073
  
(dollars in millions)Principal Redeemed/ Repurchased/ Repaid
 
Amount Paid as % of Principal (1)

Verizon 4.950% notes due 2047$1,475
 100.000%
(1) Percentages representPercentage represents price paid to redeem, repurchase and repay.


In April 2020, we redeemed, in whole, on the maturity date thereof, subsidiary preferred stock for approximately $1.7 billion, plus accrued and unpaid dividends.

Debt Issuances
(amounts in millions)Principal Amount Issued
 
Net Proceeds (1)

Three Months Ended March 31, 2019   
Verizon 3.875% notes due 2029 (2)
$1,000
 $994
Verizon 5.000% notes due 2051510
 506
Three Months Ended March 31, 2019 total$1,510
 1,500
    
Three Months Ended June 30, 2019   
Verizon 0.875% notes due 20271,250
 1,391
Verizon 1.250% notes due 20301,250
 1,385
Verizon 2.500% notes due 2031£500
 647
Three Months Ended June 30, 2019 total

 3,423
    
Three Months Ended September 30, 2019   
Verizon 0.875% notes due 2032800
 882
Verizon 1.500% notes due 2039500
 545
Verizon 1.875% Notes due 2030£550
 672
Three Months Ended September 30, 2019 total  2,099
Nine Months Ended September 30, 2019 total  $7,022
(amounts in millions)Principal Amount Issued
 
Net Proceeds (1)

Verizon 3.600% notes due 2060$2,385
 $2,369
Verizon 3.000% notes due 2027750
 747
Verizon 3.150% notes due 20301,500
 1,489
Verizon 4.000% notes due 20501,250
 1,241
Total$5,885
 $5,846
(1) Net proceeds were net of discount and issuance costs.
(2) An amount equal to the net proceeds from this green bond will be used to fund, in whole or in part, "Eligible Green Investments." "Eligible Green Investments" include new
Short-Term Borrowing and existing investments made by us during the period from two years prior to the issuance of the green bond through the maturity date of the green bond, in the following categories: (1) renewable energy; (2) energy efficiency; (3) green buildings; (4) sustainable water management; and (5) biodiversity and conservation.

Commercial Paper Program
In July 2018, we entered into a bilateral short-term uncommitted bank credit facility with the ability to borrow up to $700 million. During the three months ended March 31, 2020, we drew $700 million under the facility, all of which remained outstanding at March 31, 2020. In April 2020, we repaid $700 million related to our short-term uncommitted credit facility.

As of September 30, 2019,March 31, 2020, we had 0 commercial paper outstanding. In April 2020, we issued $3.5 billion in commercial paper, $2.5 billion of which has a maturity date during the three months ended June 30, 2020 and $1.0 billion of which has a maturity date during the three months ended September 30, 2020.

Asset-Backed Debt
As of September 30, 2019,March 31, 2020, the carrying value of our asset-backed debt was $8.8$13.0 billion. Our asset-backed debt includes Asset-Backed Notes (ABS Notes) issued to third-party investors (Investors) and loans (ABS Financing Facilities) received from banks and their conduit facilities (collectively, the Banks). Our consolidated asset-backed debt bankruptcy remote legal entities (each, an ABS Entity or collectively, the ABS Entities) issue the debt or are otherwise party to the transaction documentation in connection with our asset-backed debt transactions. Under the terms of our asset-backed debt, Cellco Partnership (Cellco) and certain other affiliates of Verizon (collectively, the Originators) transfer device payment plan agreement receivables to one of the ABS Entities, which in turn transfers such receivables to another ABS Entity that issues the debt. Verizon entities retain the equity interests in the ABS Entities, which represent the rights to all funds not needed to make required payments on the asset-backed debt and other related payments and expenses.

Our asset-backed debt is secured by the transferred device payment plan agreement receivables and future collections on such receivables. The device payment plan agreement receivables transferred to the ABS Entities and related assets, consisting primarily of restricted cash, will only be available for payment of asset-backed debt and expenses related thereto, payments to the Originators in respect of additional transfers of device payment plan agreement receivables, and other obligations arising from our asset-backed debt transactions, and will not be available to pay other obligations or claims of Verizon’s creditors until the associated asset-backed debt and other obligations are satisfied. The Investors or Banks, as applicable, which hold our asset-backed debt have legal recourse to the assets securing the debt, but do not have any recourse to Verizon with respect to the payment of principal and interest on the debt. Under a parent support agreement, Verizon has agreed to guarantee certain of the payment obligations of Cellco and the Originators to the ABS Entities.

Cash collections on the device payment plan agreement receivables collateralizing asset-backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.

Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued and the assets securing this debt are included in our condensed consolidated balance sheets.


The holders of our asset-backed debt do not have any recourse to Verizon with respect to the payment of principal and interest on the debt. However, if an early amortization of our asset-backed debt occurs, including as a result of increased customer delinquencies or losses relating to COVID-19, all collections on the securitized device payment plan agreement receivables would be used to pay principal and interest on the asset-backed debt, and our financing cash flows requirements would increase for the twelve months immediately following an early amortization event.

ABS Notes
During the ninethree months ended September 30, 2019,March 31, 2020, we completed the following ABS Notes transactions:
(dollars in millions)Interest Rates % Expected Weighted-average Life to Maturity (in years)Principal Amount Issued
Interest Rates % Expected Weighted-average Life to Maturity (in years)Principal Amount Issued
March 2019  
A-1a Senior class notes2.930 2.50$900
1.850 2.46$1,326
A-1b Senior floating rate class notes LIBOR + 0.330
(1) 
2.50100
 LIBOR + 0.270
(1) 
2.46100
B Junior class notes3.020 3.2269
1.980 3.1898
C Junior class notes3.220 3.4053
2.060 3.3676
March 2019 total 1,122
  
June 2019  
A-1a Senior class notes2.330 2.52855
A-1b Senior floating rate class notes LIBOR + 0.450
(1) 
2.52145
B Junior class notes2.400 3.2869
C Junior class notes2.600 3.4753
June 2019 total 1,122
Total $2,244
 $1,600
(1) The one-month London Interbank Offered Rate (LIBOR) rate at September 30, 2019March 31, 2020 was 2.016%0.993%.

Under the terms of each series of ABS Notes, there is a two yeartwo-year revolving period during which we may transfer additional receivables to the ABS Entity. In April 2019, the two year revolving period of the ABS Notes issued in March 2017 ended and we began to repay principal on the 2017-1 Class A senior ABS Notes. In July 2019, the two year revolving period of the ABS Notes issued in June 2017 ended and we began to repay principal on the 2017-2 Class A Notes. During the three and nine months ended September 30, 2019,March 31, 2020, we made aggregate principal repayments of $956$979 million and $2.3 billion, respectively, for allon ABS Notes. In October 2019, we issued approximately $1.6 billion aggregate principal amount of senior and junior Asset-Backed Notes through an ABS Entity.that have entered the amortization period.

ABS Financing Facilities
In May 2018,2019, we entered intoamended and restated an ABS financing facility originally entered into in 2016 with a number of financial institutions (2018 ABS Financing Facility). One loan agreement was entered into in connection with the 2018 ABS financing facility. In May(the 2019 the remaining $540 million outstanding under the loan agreement was prepaid, and the loan agreement was terminated.

In September 2016, we entered into an ABS Financing Facility with a number of financial institutions, which was amended and restated in May 2019 (2019 ABS Financing Facility). Under the terms of the 2019 ABS Financing Facility, which is an uncommitted facility, the financial institutions mademake advances under asset-backed loans backed by device payment plan agreement receivables of both consumer and business customers. NaNOne loan agreements wereagreement was entered into in connection with the 2019 ABS Financing Facility in September 2016 and May 2017 and a third was entered into in May 2019. The 2016 and 2017 loan agreements had a final maturity date in March 2021 and bore interest at a floating rate. The two year revolving period of the 2 loan agreements ended in September 2018.Facility. The 2019 loan agreement has a final maturity date in May 2023 and bears interest at floating rates. There is a one year revolving period until May 2020, which may be extended with the approval of the financial institutions. Under all of the 2019 loan agreements,agreement, we have the right to prepay all or a portion of the advances at any time without penalty, but in certain cases, with breakage costs. Subject to certain conditions, we may also remove receivables from the ABS Entity. In April and MayJanuary 2020,

we prepaid $1.3 billion of 2019, we paid off both the 2016 and 2017 loans for an aggregate of $671 million primarily with proceeds fromloan under the 2019 loan agreement. In August 2019,March 2020, we prepaid $1.5borrowed an additional $1.3 billion of the loan made in May 2019 under the 2019 ABS Financing Facility. As of September 30, 2019, there was anloan agreement. The aggregate outstanding balance under the 2019 ABS Financing Facility was $3.3 billion as of $250 million.March 31, 2020.

Variable Interest Entities (VIEs)
The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore, the assets, liabilities and activities of the ABS Entities are consolidated in our financial results and are included in amounts presented on the face of our condensed consolidated balance sheets.


The assets and liabilities related to our asset-backed debt arrangements included in our condensed consolidated balance sheets were as follows:
At September 30,
 At December 31,
At March 31,
 At December 31,
(dollars in millions)2019
 2018
2020
 2019
Assets      
Account receivable, net$9,912
 $8,861
$10,444
 $10,525
Prepaid expenses and other1,016
 989
1,108
 1,180
Other assets3,130
 2,725
3,720
 3,856
      
Liabilities      
Accounts payable and accrued liabilities8
 7
11
 11
Short-term portion of long-term debt4,160
 5,352
5,804
 5,578
Long-term debt4,640
 4,724
7,185
 6,791


See Note 76 for additional information on device payment plan agreement receivables used to secure asset-backed debt.

Long-Term Credit Facilities
As of September 30, 2019, the unused borrowing capacity under our $9.5 billion credit facility was approximately $9.4 billion.
     At March 31, 2020 
(dollars in millions)Maturities Facility Capacity
 Unused Capacity
 Principal Amount Outstanding
Verizon revolving credit facility (1)
2022 $9,500
 $9,391
 N/A
Various export credit facilities (2)
2022-2027 5,500
 
 4,382
Total  $15,000
 $9,391
 $4,382
(1) The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. We use theThe revolving credit facility provides for the issuance of letters of credit and for general corporate purposes.

In March 2016, we entered into a $1.0 billion credit facility insured by Eksportkreditnamnden, an export credit agency, with a maturity date of December 2024. As of September 30, 2019, the outstanding balance was $647 million. We used this credit facility to finance network equipment-related purchases.

credit.
In (2)July 2017, we entered into These credit facilities insured by various export credit agencies providing us with the ability to borrow up to $4.0 billionwere used to finance equipment-related purchases with maturity dates ranging from July 2022 to May 2027. The facilities have multiple borrowings available, portionspurchases. Borrowings under certain of which extend through October 2019, contingent upon the amount of eligible equipment-related purchases that we make. During the nine months ended September 30, 2019, we drew down $874 million from these facilities and we had an outstanding balance of $3.4 billion as of September 30, 2019. Duringamortize semi-annually in equal installments up to the nine months ended September 30, 2018, we drew down $3.0 billion from these facilities.applicable maturity dates.

Non-Cash TransactionTransactions
During the ninethree months ended September 30,March 31, 2020 and 2019, and 2018, we financed, primarily through vendor financing arrangements, the purchase of approximately $356$502 million and $967$115 million, respectively, of long-lived assets consisting primarily of network equipment. At both September 30,March 31, 2020 and 2019, and 2018, $1.0$1.5 billion and $1.1$1.0 billion, respectively, relating to these financing arrangements, including those entered into in prior years and liabilities assumed through acquisitions, remained outstanding. These purchases are non-cash financing activities and therefore are not reflected within Capital expenditures in our condensed consolidated statements of cash flows.

Early Debt Redemptions
During the three months ended September 30, 2019, we recorded insignificant losses on early debt redemptions. During the nine months ended September 30, 2019, we recorded losses on early debt redemptions of $1.6 billion primarily related to the May tender offers, which were recorded in Other income (expense), net in our condensed consolidated statements of income.

During the three and nine months ended September 30, 2018, we recorded losses on early debt redemptions of $420 million and $690 million, respectively, primarily related to the 2018 September tender offers for 8 series of notes issued by Verizon with coupon rates ranging from 3.850% to 5.012% with maturity dates ranging from 2039 to 2055. In addition, during the nine months ended September 30, 2018, we recorded losses on early debt redemptions primarily related to the 2018 March tender offers for 13 series of notes issued by Verizon with coupon rates ranging from 1.750% to 5.012% with maturity dates ranging from 2021 to 2055. We recorded losses on early debt redemptions in Other income (expense), net in our condensed consolidated statements of income.

Guarantees
We guarantee the debentures of our operating telephone company subsidiaries. As of September 30, 2019, $796March 31, 2020, $765 million aggregate principal amount of these obligations remained outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the operating telephone company no longer being a wholly-owned subsidiary of Verizon.

We also guarantee the debt obligations of GTE LLC as successor in interest to GTE Corporation that were issued and outstanding prior to July 1, 2003. As of September 30, 2019, $423March 31, 2020, $391 million aggregate principal amount of these obligations remained outstanding.

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


Note 7. Wireless6. Device Payment PlansPlan Agreement and Wireless Service Receivables
The following table presents information about accounts receivable, net of allowances, recorded in our condensed consolidated balance sheet:
 At March 31, 2020 
(dollars in millions)Device payment plan agreement
 
Wireless
service

 
Other receivables(1)

 Total
Accounts receivable(2)
$12,824
 $5,244
 $6,784
 $24,852
Less: Allowance for credit losses606
 228
 221
 1,055
Accounts receivable, net of allowance$12,218
 $5,016
 $6,563
 $23,797
(1) Other receivables primarily include wireline receivables, Verizon Media receivables and other receivables, the allowances for which are individually insignificant
(2) Following the adoption of Topic 326 on January 1, 2020, accounts receivable are measured at amortized cost

Under the Verizon device payment program, our eligible wireless customers purchase wireless devices under a device payment plan agreement. Customers that activate service on devices purchased under the device payment program pay lower service fees as compared to those under our fixed-term service plans, and their device payment plan charge is included on their wireless monthly bill. As of January 2017, we no longer offer Consumer customers new fixed-term, subsidized service plans for phones; however, we continue to offer subsidized plans to our Business customers. We also continue to service existing plans for customers who have not yet purchased and activated devices under the Verizon device payment program.

Wireless Device Payment Plan Agreement Receivables
The following table displays device payment plan agreement receivables, net, recognized in our condensed consolidated balance sheets:
At September 30,
 At December 31,
At March 31,
 At December 31,
(dollars in millions)2019
 2018
2020
 
2019(1)

Device payment plan agreement receivables, gross$18,261
 $19,313
$18,320
 $19,493
Unamortized imputed interest(434) (546)(425) (454)
Device payment plan agreement receivables, net of unamortized imputed interest17,827
 18,767
Allowance for credit losses(460) (597)
Device payment plan agreement receivables, at amortized cost17,895
 19,039
Allowance (2)
(830) (472)
Device payment plan agreement receivables, net$17,367
 $18,170
$17,065
 $18,567
      
Classified in our condensed consolidated balance sheets:      
Accounts receivable, net$12,504
 $12,624
$12,218
 $13,045
Other assets4,863
 5,546
4,847
 5,522
Device payment plan agreement receivables, net$17,367
 $18,170
$17,065
 $18,567

(1) Balances reflected are prior to the adoption of Topic 326 on January 1, 2020
(2) Includes allowance for both short-term and long-term device payment plan agreement receivables. The allowance as of March 31, 2020 and December 31, 2019 relate to our provision for credit losses and doubtful accounts, respectively.

Included in our device payment plan agreement receivables net at September 30, 2019March 31, 2020 and December 31, 2018,2019, are net device payment plan agreement receivables of $13.0$14.1 billion and $11.5$14.3 billion, respectively, which have been transferred to ABS Entities and continue to be reported in our condensed consolidated balance sheets. See Note 65 for additional information. We believe the carrying value of our installment loansthese receivables approximate their fair value using a Level 3 expected cash flow model.

For indirect channel wireless contracts with customers, we impute risk adjusted interest on the device payment plan agreement receivables. We record the imputed interest as a reduction to the related accounts receivable. Interest income, which is included within Service revenues and other in our condensed consolidated statements of income, is recognized over the financed device payment term.

Promotions
We may offer certain promotions that allow a customer to trade in their owned device in connection with the purchase of a new device. Under these types of promotions, the customer receives a credit for the value of the trade-in device. In addition, we may provide the customer with additional future credits that will be applied against the customer’s monthly bill as long as service is maintained. We recognize a liability measured at fair value, for the customer'scustomer’s right to trade-in the device measured at fair value, which is determined by considering several factors, including the weighted-average selling prices obtained in recent resales of similar devices eligible for trade-in. Future credits are recognized when earned by the customer. Device payment plan agreement receivables, net, does not reflect the trade-in device liability. At September 30, 2019March 31, 2020 and December 31, 2018,2019, the amount of trade-in liability was $73$90 million and $64$103 million, respectively.

From time to time, we offer certain marketing promotions that allow our customers to upgrade to a new device after paying down a certain specified portion of the required device payment plan agreement amount as well as trading in their device in good working order. When a customer enters into a device payment plan agreement with the right to upgrade to a new device, we account for this trade-in right as a guarantee obligation.

For indirect channel wireless contracts with customers, we impute risk adjusted interest on the device payment plan agreement receivables. We record the imputed interest as a reduction to the related accounts receivable. Interest income, which is included within Service revenues and other in our condensed consolidated statements
Origination of income, is recognized over the financed device payment term.

Device Payment Plan Agreements
When originating device payment plan agreements, we use internal and external data sources to create a credit risk score to measure the credit quality of a customer and to determine eligibility for the device payment program. Verizon’s experience has been that the payment attributes of longer tenured customers are highly predictive for estimating their reliability to make future payments. Customers with longer tenures tend to exhibit similar risk characteristics to other customers with longer tenures, and receivables due from customers with longer tenures tend to perform better than receivables from customers that have not previously been Verizon customers. As a result of this experience, we make initial lending decisions based upon whether the customers are "established customers" or "short-tenured customers." If a Consumer customer is either new to Verizon Wireless or has been a customer for 45 days or less ofmore, or if a Business customer tenure with Verizon Wireless,has been a customer for 12 months or more, the customer is considered an "established customer." For established customers, the credit decision process relies more heavily on external data sources. If the customer has more than 45 days of customer tenure with Verizon Wireless (an existing customer), theand ongoing credit decision process reliesmonitoring processes rely on a combination of internal and external data sources. ExternalIf a Consumer customer has been a customer less than 45 days, or a Business customer has been a customer for less than 12 months, the customer is considered a "short-tenured customer." For short-tenured customers, the credit decision and credit monitoring processes rely more heavily on external data sources include obtaining a credit report from a national consumer credit reporting agency, if available. Verizon Wireless uses its internalsources.

Internal data and/or external credit data are obtained from the credit reporting agencies, if available, to create a custom credit risk score.score for Consumer customers. The custom credit risk score is generated automatically (except with respect to a small number of applications where the information needs manual intervention) from the applicant’s credit data using Verizon Wireless’ proprietary custom credit models, which are empirically derived, demonstrably and statistically sound.models. The credit risk score measures the likelihood that the potential customer will become severely delinquent and be disconnected for non-payment. For a small portion of newshort-tenured customer applications, a traditional credit report is not available from one of the national credit reporting agencies because the potential customer does not have sufficient credit history. In those instances, alternative credit data is used for the risk assessment. For Business customers, we also verify the existence of the business with external data sources.

Based on the custom credit risk score, we assign each customer to a credit class, each of which has specified offers of credit including an account level spending limit and either a maximum amount of credit allowed per device or a required down payment percentage. During the fourth

quarter of 2018, Verizon Wirelesswe moved all Consumer customers, newshort-tenured and existing,established, from a required down payment percentage, between 0 and 100%, to a maximum amount of credit per device.

Credit Quality Information
Subsequent to origination, Verizon Wireless monitorswe assess indicators for the quality of our wireless device payment plan agreement portfolio using two models, one for new customers and one for existing customers. The model for new customers pools all Consumer and Business wireless customers based on 210 days and 12 months or less, respectively, as "new customers." The model for existing customers pools all Consumer and Business wireless customers based on 210 days and 12 months or more, respectively, as "existing customers."

The following table presents device payment plan agreement receivables, at amortized cost, as of March 31, 2020, by credit quality indicator and year of origination:
 Year of Origination  
(dollars in millions)2020
 2019
 2018
 Prior to 2018
 Total
New customers$560
 $1,930
 $348
 $44
 $2,882
Existing customers2,720
 9,858
 2,404
 31
 15,013
Total$3,280
 $11,788
 $2,752
 $75
 $17,895

The data presented in the table above was last updated on March 31, 2020.

We assess indicators for the quality of our wireless service receivables portfolio as one overall pool. As of March 31, 2020, wireless service receivables, at amortized cost, originating in 2020 and 2019 were $5.1 billion and $149 million, respectively.

Allowance for Credit Losses
The credit quality indicators are used in determining the estimated amount and the timing of expected credit losses for the device payment plan agreement and wireless service receivables portfolios.

Activity in the allowance for credit losses by portfolio segment of receivables were as follows:
(dollars in millions)
Device Payment
Plan Agreement Receivables(1)

 Wireless Service Plan Receivables
Balance at January 1, 2020$472
 $156
Opening balance sheet adjustment related to Topic 326 adoption265
 
Adjusted opening balance, January 1, 2020737
 156
Current period provision for expected credit losses312
 170
Write-offs charged against the allowance(229) (113)
Recoveries collected10
 15
Balance at March 31, 2020$830
 $228
(1) Includes allowance for both short-term and long-term device payment plan agreement receivables

We monitor delinquency and write-off experience as key creditbased on the quality indicators for its portfolio of our device payment plan agreementsagreement and fixed-termwireless service plans.receivables portfolios. The extent of our collection efforts with respect to a particular customer are based on the results of our proprietary custom empirically derived internal behavioral scoring models that analyze the customer’s past performance to predict the likelihood of the customer falling further delinquent. These customercustom scoring models assess a number of variables, including origination characteristics, customer account history and payment patterns. Since our customers’ behaviors may be impacted by general economic conditions, we analyzed whether changes in macroeconomic conditions impact our credit loss experience and have concluded that our credit loss estimates are generally not materially impacted by reasonable and supportable forecasts of future economic conditions. Based on the score derived from these models, accounts are grouped by risk category to determine the collection strategy to be applied to such accounts. We continuously monitor collection performance results and the credit quality of ourFor device payment plan agreement receivables, based on a variety of metrics, including aging. Verizon Wireless considerswe consider an account to be delinquent and in default status if there are unpaid charges remaining on the account on the day after the bill’s due date. For wireless service receivables, an account is considered delinquent 34 days after the bill cycle date. The risk class determines the speed and severity of the collections effort including initiatives taken to facilitate customer payment.

As of March 31, 2020, our allowance for credit losses considered the current and potential future impacts caused by COVID-19 based on available information to date. The impacts include the Company's commitment to the FCC's "Keep Americans Connected" pledge for 60 days starting March 13, 2020 to provide temporary financial relief to consumer and small business customers impacted by COVID-19.

The balance and aging of the device payment plan agreement receivables, on a gross basisat amortized cost, were as follows:
 At September 30,
 At December 31,
(dollars in millions)2019
 2018
Unbilled$16,972
 $18,043
Billed:   
Current1,021
 986
Past due268
 284
Device payment plan agreement receivables, gross$18,261
 $19,313


Activity in the allowance for credit losses for the device payment plan agreement receivables was as follows:
(dollars in millions)2019
 2018
Balance at January 1,$597
 $848
Bad debt expense640
 333
Write-offs(777) (519)
Balance at September 30,$460
 $662
 At March 31,
(dollars in millions)2020
Unbilled$16,636
Billed: 
Current965
Past due294
Device payment plan agreement receivables, at amortized cost$17,895


Note 8.7. Fair Value Measurements
Recurring Fair Value Measurements
The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2019:March 31, 2020:
(dollars in millions)
Level 1(1)

 
Level 2(2)

 
Level 3(3)

 Total
Level 1(1)

 
Level 2(2)

 
Level 3(3)

 Total
Assets:              
Other assets:              
Fixed income securities$
 $444
 $
 $444
$
 $444
 $
 $444
Interest rate swaps
 849
 
 849

 1,874
 
 1,874
Cross currency swaps
 79
 
 79
Foreign exchange forwards
 31
 
 31
Total$
 $1,372
 $
 $1,372
$
 $2,349
 $
 $2,349
              
Liabilities:              
Other liabilities:              
Interest rate swaps$
 $212
 $
 $212
$
 $344
 $
 $344
Cross currency swaps
 1,381
 
 1,381

 3,651
 
 3,651
Forward starting interest rate swaps
 886
 
 886

 1,151
 
 1,151
Foreign exchange forwards
 10
 
 10
Total$
 $2,489
 $
 $2,489
$
 $5,146
 $
 $5,146


The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2018:2019:
(dollars in millions)
Level 1(1)

 
Level 2(2)

 
Level 3(3)

 Total
Level 1(1)

 
Level 2(2)

 
Level 3(3)

 Total
Assets:              
Other assets:              
Fixed income securities$
 $405
 $
 $405
$
 $442
 $
 $442
Interest rate swaps
 3
 
 3

 568
 
 568
Cross currency swaps
 220
 
 220

 211
 
 211
Interest rate caps
 14
 
 14
Foreign exchange forwards
 5
 
 5
Total$
 $642
 $
 $642
$
 $1,226
 $
 $1,226
              
Liabilities:              
Other liabilities:              
Interest rate swaps$
 $813
 $
 $813
$
 $173
 $
 $173
Cross currency swaps
 536
 
 536

 912
 
 912
Forward starting interest rate swaps
 60
 
 60

 604
 
 604
Interest rate caps
 4
 
 4
Total$
 $1,413
 $
 $1,413
$
 $1,689
 $
 $1,689
(1) 
Quoted prices in active markets for identical assets or liabilities
(2) 
Observable inputs other than quoted prices in active markets for identical assets and liabilities
(3) 
Unobservable pricing inputs in the market

Certain of our equity investments do not have readily determinable fair values and are excluded from the tables above. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer and are included in Investments in unconsolidated businesses in our condensed consolidated balance sheets. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the carrying amount of our investments without readily determinable fair values were $293$266 million and $248$284 million, respectively. During the three and nine months ended September 30, 2019,March 31, 2020, there were insignificant adjustments due to observable price changes and there were 0 impairment charges. Cumulative adjustments due to observable price changes and impairment charges were $50 million and insignificant, respectively.insignificant.

Fixed income securities consist primarily of investments in municipal bonds. For fixed income securities that do not have quoted prices in active markets, we use alternative matrix pricing resulting in these debt securities being classified as Level 2.

Derivative contracts are valued using models based on readily observable market parameters for all substantial terms of our derivative contracts and thus are classified within Level 2. We use mid-market pricing for fair value measurements of our derivative instruments. Our derivative instruments are recorded on a gross basis. Cash flows from derivatives designated in a qualifying hedging relationship are classified in the same category as the cash flows from the hedged items.

We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 1 and Level 2 during the nine months ended September 30, 2019 and 2018.

Fair Value of Short-term and Long-term Debt
The fair value of our debt is determined using various methods, including quoted prices for identical terms and maturities,debt instruments, which is a Level 1 measurement, as well as quoted prices for similar debt instruments with comparable terms and maturities, in inactive markets and future cash flows discounted at current rates, which areis a Level 2 measurements. measurement.

The fair value of our short-term and long-term debt, excluding finance leases, was as follows:
At September 30,  At December 31, 
2019  2018   Fair Value
(dollars in millions)
Carrying
Amount

 Fair Value
 
Carrying
Amount

 
Fair
Value 

Carrying
Amount

 Level 1
 Level 2
 Level 3
 Total
Short- and long-term debt, excluding finance leases$108,604
 $128,380
 $112,159
 $118,535
At December 31, 2019$110,373
 $86,712
 $42,488
 $
 $129,200
At March 31, 2020116,557
 91,754
 44,794
 
 136,548



Derivative Instruments
We enter into derivative transactions primarily to manage our exposure to fluctuations in foreign currency exchange rates and interest rates. We employ risk management strategies, which may include the use of a variety of derivatives including interest rate swaps, cross currency swaps, forward starting interest rate swaps, treasury rate locks, interest rate caps and foreign exchange forwards. We do not hold derivatives for trading purposes.

The following table sets forth the notional amounts of our outstanding derivative instruments:
At September 30,
 At December 31,
At March 31,
 At December 31,
(dollars in millions)2019
 2018
2020
 2019
Interest rate swaps$16,993
 $19,813
$17,909
 $17,004
Cross currency swaps22,212
 16,638
23,070
 23,070
Forward starting interest rate swaps3,000
 4,000
2,000
 3,000
Interest rate caps975
 2,218
409
 679
Foreign exchange forwards1,085
 600
955
 1,130


Interest Rate Swaps
We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates that are currently based on LIBOR, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. We record the interest rate swaps at fair value in our condensed consolidated balance sheets as assets and liabilities. Changes in the fair value of the interest rate swaps are recorded to Interest expense, which are offset by changes in the fair value of the hedged debt due to changes in interest rates.

During the ninethree months ended September 30,March 31, 2020, we entered into and settled interest rate swaps with a total notional value of $2.4 billion and $1.5 billion, respectively. During the three months ended March 31, 2019, we entered into and settled interest rate swaps with a total notional value of $510 million. During the threemillion and nine months ended September 30, 2019, we settled interest rate swaps with a total notional value of $2.1 billion and $3.3$1.2 billion, respectively.

The ineffective portionsportion of these interest rate swaps were gains of $60 million and an insignificant amount for the three and nine months ended September 30,March 31, 2020 and 2019, were insignificant and $88 million, respectively, and insignificant for the similar periods in 2018.respectively.

The following amounts were recorded in Long-term debt in our condensed consolidated balance sheets related to cumulative basis adjustments for fair value hedges:
At September 30,
 At December 31,
At March 31,
 At December 31,
(dollars in millions)2019
 2018
2020
 2019
Carrying amount of hedged liabilities$17,535
 $18,903
$19,296
 $17,337
Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities645
 (785)1,491
 433


Cross Currency Swaps
We have entered into cross currency swaps designated as cash flow hedges to exchange our British Pound Sterling, Euro, Swiss Franc and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses.

During the three and nine months ended September 30, 2019,March 31, 2020, we entereddid not enter into or settle any cross currency swaps with a total notional value of $2.1 billion and $5.6 billion, respectively.swaps. During the three and nine months ended September 30, 2019,March 31, 2020, a pre-tax lossesloss of $658 million and $986 million, respectively, were$3.0 billion was recognized in Other comprehensive income (loss).loss. During the three and nine months ended September 30, 2018,March 31, 2019, we did not enter into or settle any cross currency swaps and an insignificant pre-tax gains of $214 million and $220 million, respectively, weregain was recognized in Other comprehensive income (loss).loss. A portion of the gains recognized in Other comprehensive income (loss)loss was reclassified to Other income, (expense), net to offset the related pre-tax foreign currency transaction gain or loss on the underlying hedged item.

Forward Starting Interest Rate Swaps
We have entered into forward starting interest rate swaps designated as cash flow hedges in order to manage our exposure to interest rate changes on future forecasted transactions.

During the three and nine months ended September 30, 2019, we did 0t enter into any new forward starting interest rate swaps. During the three months ended September 30, 2019, we did 0t settle any forward starting interest rate swaps and for the nine months ended September 30, 2019, we settled forward starting interest rate swaps with a total notional value of $1.0 billion. During the three and nine months ended September 30, 2019, pre-tax losses of $350 million and $847 million, respectively, were recognized in Other comprehensive income (loss).

We hedge our exposure to the variability in future cash flows based on the expected maturities of the related forecasted debt issuance.

During the three months ended March 31, 2020, we did not enter into any new forward starting interest rate swaps and we settled forward starting interest rate swaps with a total notional value of $1.0 billion. During the three months ended March 31, 2019, we did 0t enter into any new forward starting interest rate swaps and we settled forward starting interest rate swaps with a total notional value of $1.0 billion. During the three months ended March 31, 2020 and 2019, pre-tax losses of $840 million and $203 million, respectively, resulting from interest rate movements, were recognized in Other comprehensive loss.

Treasury Rate Locks
We enter into treasury rate locks to mitigate our interest rate risk. During the three months ended March 31, 2020, we entered into and settled treasury rate locks designated as cash flow hedges with a total notional value of $500 million and we recognized an insignificant amount in Other comprehensive loss. During the three months ended March 31, 2019, we did 0t enter into or settle any treasury rate locks designated as cash flow hedges, and we did not recognize any amount in our condensed consolidated financial statements.


Net Investment Hedges
We have designated certain foreign currency debt instruments as net investment hedges to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. The notional amount of the Euro-denominated debt as a net investment hedge was €750 million as of both September 30, 2019March 31, 2020 and December 31, 2018.2019.


Undesignated Derivatives
We also have the following derivative contracts which we use as economic hedges but for which we have elected not to apply hedge accounting.

Interest Rate Caps
We enter into interest rate caps to mitigate our interest exposure to interest rate increases on our ABS Financing Facilities and ABS Notes. DuringWe did not recognize any amount in Interest expense during the three and nine months ended September 30, 2019March 31, 2020, and 2018, we recognized an insignificant amount in Interest expense.expense during the same period in 2019.

Foreign Exchange Forwards
We enter into British Pound Sterling and Euro foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries. During the three and nine months ended September 30, 2019,March 31, 2020, we entered into and settled foreign exchange forwards with a total notional value of $3.1$2.7 billion and $9.2$2.8 billion, respectively,respectively. During the three months ended March 31, 2019, we entered into and settled foreign exchange forwards with a total notional value of $3.0 billion and $8.6$2.6 billion, respectively. During the three and nine months ended September 30,March 31, 2020 and 2019, insignificant pre-tax losses of an insignificant amount and $53 million, respectively, were recognized in Other income, (expense), net.net for both periods.

Treasury Rate Locks
We enter into treasury rate locks to mitigate our interest rate risk. During the three months ended March 31, 2020, we entered into and settled treasury rate locks with a total notional value of $1.6 billion, respectively, and we recognized an insignificant amount in Interest expense. During the three months ended March 31, 2019, we did 0t enter into or settle any treasury rate locks, and we did not recognize any amount in our condensed consolidated financial statements.

Concentrations of Credit Risk
Financial instruments that subject us to concentrations of credit risk consist primarily of temporary cash investments, short-term and long-term investments, trade receivables, including device payment plan agreement receivables, certain notes receivable, including lease receivables, and derivative contracts.

Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (ISDA master agreements) and credit support annex (CSA) agreements which provide rules for collateral exchange. Negotiations and executions of new ISDA master agreements and CSA agreements with our counterparties continued throughout 2018 and 2019. The newly executed CSA agreements contain rating based thresholds such that we or our counterparties may be required to hold or post collateral based upon changes in outstanding positions as compared to established thresholds and changes in credit ratings. At September 30,March 31, 2020, we held $0.1 billion and posted $1.3 billion of collateral related to derivative contracts under collateral exchange agreements, which were recorded as Other current liabilities and Prepaid expenses and other, respectively, in our condensed consolidated balance sheets. At December 31, 2019, we held an insignificant amount and at December 31, 2018, we posted approximately $0.1 billion of collateral related to derivative contracts under collateral exchange arrangements, which were recorded as Other current liabilities and Prepaid expenses and other, respectively, in our condensed consolidated balance sheets. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk remote and do not expect that any such nonperformance would result in a significant effect on our results of operations or financial condition due to our diversified pool of counterparties.

Note 9.8. Employee Benefits
We maintain non-contributory defined benefit pension plans for certain employees. In addition, we maintain postretirement health care and life insurance plans for certain retirees and their dependents, which are both contributory and non-contributory, and include a limit on our share of the cost for certain current and future retirees. In accordance with our accounting policy for pension and other postretirement benefits, operating expenses include service costs associated with pension and other postretirement benefits while other credits and/or charges based on actuarial assumptions, including projected discount rates, an estimated return on plan assets, and impact from health care trend rates are reported in Other income (expense), net. These estimates are updated in the fourth quarter to reflect actual return on plan assets and updated actuarial assumptions or upon a remeasurement event. The adjustment is recognized in the income statement during the fourth quarter or upon a remeasurement event pursuant to our accounting policy for the recognition of actuarial gains and losses.


Net Periodic Benefit Cost (Income)
The following table summarizes the components of net periodic benefit cost (income) related to our pension and postretirement health care and life insurance plans:
 (dollars in millions) 
 Pension Health Care and Life 
Three Months Ended September 30,2019
 2018
 2019
 2018
Service cost - Cost of services$51
 $57
 $20
 $26
Service cost - Selling, general and administrative expense11
 13
 4
 6
Service cost$62
 $70
 $24
 $32
        
Amortization of prior service cost (credit)$15
 $13
 $(242) $(244)
Expected return on plan assets(282) (321) (9) (11)
Interest cost173
 176
 157
 153
Remeasurement loss (gain), net291
 (454) 
 
Other components$197
 $(586) $(94) $(102)
        
Total$259
 $(516) $(70) $(70)


 (dollars in millions) 
 Pension Health Care and Life 
Nine Months Ended September 30,2019
 2018
 2019
 2018
Service cost - Cost of services$151
 $174
 $59
 $78
Service cost - Selling, general and administrative expense34
 41
 13
 18
Service cost$185
 $215
 $72
 $96
        
Amortization of prior service cost (credit)$46
 $33
 $(728) $(732)
Expected return on plan assets(846) (979) (28) (33)
Interest cost527
 508
 472
 460
Remeasurement loss (gain), net195
 (454) 
 
Other components$(78) $(892) $(284) $(305)
        
Total$107
 $(677) $(212) $(209)

 (dollars in millions) 
 Pension Health Care and Life 
Three Months Ended March 31,2020
 2019
 2020
 2019
Service cost - Cost of services$59
 $50
 $22
 $20
Service cost - Selling, general and administrative expense14
 11
 5
 4
Service cost$73
 $61
 $27
 $24
        
Amortization of prior service cost (credit)$15
 $15
 $(241) $(243)
Expected return on plan assets(297) (282) (7) (9)
Interest cost140
 178
 107
 157
Remeasurement loss (gain), net182
 (96) 
 
Other components$40
 $(185) $(141) $(95)
        
Total$113
 $(124) $(114) $(71)

The service cost component of net periodic benefit cost (income) is recorded in Cost of services and Selling, general and administrative expense in the condensed consolidated statements of income while the other components, including mark-to-market adjustments, if any, are recorded in Other income, (expense), net.

2018 Voluntary Separation Program
In SeptemberDecember 2018, we announced a Voluntary Separation Program for select U.S.-based management employees. Approximately 10,400 eligible employees separatedbegan separating from the Company under thisa Voluntary Separation Program. The program as offinished at the end of June 2019. The severance benefits payments to these employees were substantially completed by the end of September 2019.

Severance Payments
During the three and nine months ended September 30, 2019,March 31, 2020, we paid severance benefits of $435 million and $1.9 billion, respectively.$123 million. During the ninethree months ended September 30, 2019,March 31, 2020, we recorded net pre-tax severance charges of an insignificant amount. At September 30, 2019,March 31, 2020, we had a remaining severance liability of $355$471 million, a portion of which includes future contractual payments to separated employees.

Employer Contributions
During the ninethree months ended September 30,March 31, 2020, we made 0 contributions to our qualified pension plans and made insignificant contributions to our nonqualified pension plans. During the three months ended March 31, 2019, we made a discretionary pension contribution of $300 million to our qualified pension plans. As a result of the $300 million and $1.0 billion discretionary pension contributions during the nine months ended September 30, 2019 and 2018, respectively, weWe do not expect mandatory pension funding through December 31, 2019. There was 0 contribution made to our nonqualified pension plans during the three and nine months ended September 30, 2019.2020. There have been no significant changes with respect to the nonqualified pension and other postretirement benefit plans contributions in 2019.2020.

Remeasurement loss (gain), net
During the three and nine months ended September 30, 2019,March 31, 2020, we recorded a net pre-tax remeasurement loss of $291 million and $195$182 million in our pension plans respectively, triggered by the Voluntary Separation Program for select U.S.-based management employees and other headcount reduction initiatives. For the three months ended September 30, 2019, the net pre-tax remeasurement loss wassettlements, primarily driven by a $589$196 million charge mainly due to changes in our discount rate and lump sum interest rate assumptions used to determine the current year liabilities of our pension plans, offset by a $298credit due to the difference between our estimated return on assets and our actual return on assets.

During the three months ended March 31, 2019, we recorded a net pre-tax remeasurement gain of $96 million in our pension plans triggered by the Voluntary Separation Program for select U.S.-based management employees and other headcount reduction initiatives, primarily driven by a $150 million credit due to the difference between our estimated return on assets and our actual return on assets. For the nine months ended September 30, 2019, the net pre-tax remeasurement loss of $195 million includes a pre-tax remeasurement loss of $291 million recorded during the three months ended September 30, 2019assets, offset by a $96$54 million gain recorded during the three months ended March 31, 2019.

During the three and nine months ended September 30, 2018, we recorded a net pre-tax remeasurement gain of $454 million triggered by the collective bargaining negotiations, primarily driven by a $1.1 billion creditcharge due to a change in our discount rate assumption used to determine the current year liabilities of our pension plans, offset by a $599 million charge due to the difference between our estimated return on assets and our actual return on assets.plans.


Note 10.9. Equity and Accumulated Other Comprehensive Income
Equity
Changes in the components of Total equity were as follows:
(dollars in millions, except per share amounts, and shares in thousands)
Three months ended September 30,2019
   2018
   
 Shares
 Amount
 Shares
 Amount
 
Common Stock        
Balance at beginning of period4,291,434
 $429
 4,291,434
 $429
 
Balance at end of period4,291,434
 429
 4,291,434
 429
 
         
Additional Paid In Capital        
Balance at beginning of period  13,419
   13,438
 
Other  (1)   (2) 
Balance at end of period  13,418
   13,436
 
         
Retained Earnings        
Balance at beginning of period  47,945
   41,657
 
Net income attributable to Verizon  5,194
   4,924
 
Dividends declared ($0.6150, $0.6025 per share)  (2,544)   (2,490) 
Balance at end of period  50,595
   44,091
 
         
Accumulated Other Comprehensive Income        
Balance at beginning of period attributable to Verizon  1,447
   3,205
 
Foreign currency translation adjustments  (10)   10
 
Unrealized gain (loss) on cash flow hedges  (166)   329
 
Unrealized gain (loss) on marketable securities  2
   (1) 
Defined benefit pension and postretirement plans  (169)   (342) 
Other comprehensive loss  (343)   (4) 
Balance at end of period attributable to Verizon  1,104
   3,201
 
         
Treasury Stock        
Balance at beginning of period(155,669) (6,823) (159,498) (6,990) 
Employee plans20
 1
 79
 3
 
Balance at end of period(155,649) (6,822) (159,419) (6,987) 
         
Deferred Compensation-ESOPs and Other        
Balance at beginning of period  165
   285
 
Restricted stock equity grant  32
   41
 
Amortization  
   (1) 
Balance at end of period  197
   325
 
         
Noncontrolling Interests        
Balance at beginning of period  1,365
   1,551
 
Total comprehensive income  143
   138
 
Distributions and other  (117)   (97) 
Balance at end of period  1,391
   1,592
 
Total Equity  $60,312
   $56,087
 

                
(dollars in millions, except per share amounts, and shares in thousands)
Nine months ended September 30,2019
   2018
   
Three months ended March 31,2020
   2019
   
Shares
 Amount
 Shares
 Amount
 Shares
 Amount
 Shares
 Amount
 
Common Stock                
Balance at beginning of year4,291,434
 $429
 4,242,374
 $424
 4,291,434
 $429
 4,291,434
 $429
 
Common shares issued
 
 49,060
 5
 
Balance at end of period4,291,434
 429
 4,291,434
 429
 4,291,434
 429
 4,291,434
 429
 
                
Additional Paid In Capital                
Balance at beginning of year  13,437
   11,101
   13,419
   13,437
 
Other  (19)   2,335
   (117)   (19) 
Balance at end of period  13,418
   13,436
   13,302
   13,418
 
                
Retained Earnings                
Balance at beginning of year  43,542
   35,635
   53,147
   43,542
 
Opening balance sheet adjustment  410
(1) 
  2,232
(2) 
  (200)
(1) 
  410
(2) 
Adjusted opening balance  43,952
   37,867
   52,947
   43,952
 
Net income attributable to Verizon  14,170
   13,589
   4,156
   5,032
 
Dividends declared ($1.8200, $1.7825 per share)  (7,527)   (7,365) 
Dividends declared ($0.6150, $0.6025 per share)  (2,546)   (2,491) 
Balance at end of period  50,595
   44,091
   54,557
   46,493
 
                
Accumulated Other Comprehensive Income        
Accumulated Other Comprehensive Income (Loss)        
Balance at beginning of year attributable to Verizon  2,370
   2,659
   998
   2,370
 
Opening balance sheet adjustment  
   630
(2) 
Adjusted opening balance  2,370
   3,289
 
Foreign currency translation adjustments  (53)   (73)   (120)   24
 
Unrealized gain (loss) on cash flow hedges  (716)   678
 
Unrealized loss on cash flow hedges  (2,210)   (13) 
Unrealized gain (loss) on marketable securities  10
   (5)   (1)   4
 
Defined benefit pension and postretirement plans  (507)   (688)   (169)   (169) 
Other comprehensive loss  (1,266)   (88)   (2,500)   (154) 
Balance at end of period attributable to Verizon  1,104
   3,201
   (1,502)   2,216
 
                
Treasury Stock                
Balance at beginning of year(159,400) (6,986) (162,898) (7,139) (155,606) (6,820) (159,400) (6,986) 
Employee plans3,746
 164
 3,475
 152
 2,164
 95
 3,668
 161
 
Shareholder plans5
 
 4
 
 4
 
 5
 
 
Balance at end of period(155,649) (6,822) (159,419) (6,987) (153,438) (6,725) (155,727) (6,825) 
                
Deferred Compensation-ESOPs and Other                
Balance at beginning of year  353
   416
   222
   353
 
Restricted stock equity grant  111
   132
   15
   35
 
Amortization  (267)   (223)   (88)   (263) 
Balance at end of period  197
   325
   149
   125
 
                
Noncontrolling Interests                
Balance at beginning of year  1,565
   1,591
   1,440
   1,565
 
Opening balance sheet adjustment  1
(1) 
  44
(2) 
  
   1
(2) 
Adjusted opening balance  1,566
   1,635
   1,440
   1,566
 
Total comprehensive income  401
   385
   131
   128
 
Distributions and other  (576)   (428)   (128)   (90) 
Balance at end of period  1,391
   1,592
   1,443
   1,604
 
Total Equity  $60,312
   $56,087
   $61,653
   $57,460
 
(1) The opening balance sheet adjustment for the three months ended March 31, 2020 is due to the adoption of Topic 326 on January 1, 2020. See Note 1 for additional information.

(2) Opening balance sheet adjustments for the ninethree months ended September 30,March 31, 2019 are due to the adoption of Topic 842 on January 1, 2019. See Note 1 for additional information.
(2) Opening balance sheet adjustments for the nine months ended September 30, 2018 are due to the adoption of multiple ASUs on January 1, 2018. Refer to the consolidated financial statements and notes thereto included in the Company's CurrentVerizon's Annual Report on Form 8-K dated August 8,10-K for the year ended December 31, 2019 for additional information.


Common Stock
In February 2020, the Verizon Board of Directors authorized a share buyback program to repurchase up to 100 million shares of the Company's common stock. The program will terminate when the aggregate number of shares purchased reaches 100 million, or a new share repurchase plan superseding the current plan is authorized, whichever is sooner. Verizon did not repurchase any shares of Verizon common stock through its previouslyunder our authorized share buyback programprograms during the ninethree months ended September 30, 2019.March 31, 2020. At September 30, 2019,March 31, 2020, the maximum number of shares that could be purchased by or on behalf of Verizon under our share buyback program was 100 million.

Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareowner plans, including 3.82.2 million common shares issued from Treasury stock during the ninethree months ended September 30, 2019.

In connection with our acquisition of Straight Path Communications, Inc. in February 2018, we issued approximately 49 million shares of Verizon common stock, valued at approximately $2.4 billion.March 31, 2020.

Accumulated Other Comprehensive Income (Loss)
The changes in the balances of Accumulated other comprehensive income (loss) by component were as follows:
(dollars in millions)
Foreign 
currency
translation
adjustments

 
Unrealized
gain (loss) on cash
flow hedges

 
Unrealized
gain on
marketable
securities

 
Defined
benefit
pension and
postretirement
plans

 Total
Balance at January 1, 2019$(600) $(80) $20
 $3,030
 $2,370
Other comprehensive income (loss)(52) (1,348) 10
 
 (1,390)
Amounts reclassified to net income(1) 632
 
 (507) 124
Net other comprehensive income (loss)(53) (716) 10
 (507) (1,266)
Balance at September 30, 2019$(653) $(796) $30
 $2,523
 $1,104
(dollars in millions)
Foreign 
currency
translation
adjustments

 
Unrealized
gain (loss) on cash
flow hedges

 
Unrealized
gain (loss) on
marketable
securities

 
Defined
benefit
pension and
postretirement
plans

 Total
Balance at January 1, 2020$(584) $(816) $27
 $2,371
 $998
Other comprehensive loss(120) (2,814) (1) 
 (2,935)
Amounts reclassified to net income
 604
 
 (169) 435
Net other comprehensive loss(120) (2,210) (1) (169) (2,500)
Balance at March 31, 2020$(704) $(3,026) $26
 $2,202
 $(1,502)


The amounts presented above in net other comprehensive income (loss)loss are net of taxes. The amounts reclassified to net income related to unrealized gainloss on cash flow hedges in the table above are included in Other income, (expense), net and Interest expense in our condensed consolidated statements of income. See Note 87 for additional information. The amounts reclassified to net income related to defined benefit pension and postretirement plans in the table above are included in Cost of services and Selling, general and administrative expense in our condensed consolidated statements of income. See Note 98 for additional information.

Note 11.10. Segment Information
Reportable Segments
As discussed in Note 1, in November 2018, we announced a strategic reorganization of our business. Under the new structure, effective April 1, 2019, there areWe have 2 reportable segments that we operate and manage as strategic business units - Consumer and Business. In conjunction with the new reporting structure, we recast our segment disclosures for all periods presented. We measure and evaluate our reportable segments based on segment operating income, consistent with the chief operating decision maker’s assessment of segment performance.

Our segments and their principal activities consist of the following:
Segment Description
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 U.S. under the Verizon Wireless 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 under the Fios brand and over a traditional copper-based network to customers who are not served by Fios.
   
Verizon
Business Group
 Our Business segment provides wireless and wireline communications services and products, video and data services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various 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.


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: Global Enterprise, Small and Medium Business, Public Sector and Other, and Wholesale.

Corporate and other includes the results of our media business, Verizon Media, and other businesses, investments in unconsolidated businesses, 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 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 as these items are included in the chief operating decision maker’s assessment of segment performance.


The reconciliation of segment operating revenues and expenses to consolidated operating revenues and expenses below includes the effects of special items that the chief operating decision maker does not consider in assessing segment performance, primarily because of their nature.

The following table provides operating financial information for our 2 reportable segments:
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
External Operating Revenues          
Consumer          
Service$16,432
 $16,194
 $49,043
 $48,058
$16,343
 $16,261
Wireless equipment4,256
 4,507
 12,326
 13,028
3,377
 4,166
Other1,953
 1,642
 5,303
 4,772
1,986
 1,671
Total Consumer22,641
 22,343
 66,672
 65,858
21,706
 22,098
          
Business          
Global Enterprise2,714
 2,781
 8,077
 8,413
2,630
 2,690
Small and Medium Business2,894
 2,725
 8,379
 7,891
2,798
 2,704
Public Sector and Other1,472
 1,454
 4,435
 4,320
1,474
 1,471
Wholesale790
 918
 2,440
 2,859
760
 841
Total Business7,870
 7,878
 23,331
 23,483
7,662
 7,706
Total reportable segments$30,511
 $30,221
 $90,003
 $89,341
$29,368
 $29,804
          
Intersegment Revenues          
Consumer$65
 $56
 $177
 $171
$59
 $50
Business15
 15
 41
 44
19
 13
Total reportable segments$80
 $71
 $218
 $215
$78
 $63
          
Total Operating Revenues          
Consumer$22,706
 $22,399
 $66,849
 $66,029
$21,765
 $22,148
Business(1)
7,885
 7,893
 23,372
 23,527
7,681
 7,719
Total reportable segments$30,591
 $30,292
 $90,221
 $89,556
$29,446
 $29,867
          
Operating Income          
Consumer$7,489
 $7,213
 $22,075
 $21,208
$7,282
 $7,250
Business977
 1,154
 3,096
 3,369
954
 1,048
Total reportable segments$8,466
 $8,367
 $25,171
 $24,577
$8,236
 $8,298

(1) Service and other revenues included in our Business segment amounted to approximately $7.0 billion and $20.9 billion for the three and nine months ended September 30, 2019, respectively, and approximately $7.1 billion and $21.1 billion for the three and nine months ended September 30, 2018, respectively. Wireless equipment revenues included in our Business segment amounted to approximately $880$6.9 billion and $752 million, and $2.5 billionrespectively, for the three and nine months ended September 30, 2019, respectively,March 31, 2020, and approximately $845$6.9 billion and $765 million, and $2.4 billionrespectively, for the three and nine months ended September 30, 2018, respectively.March 31, 2019.

The following table provides Fios revenue for our 2 reportable segments:
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Consumer$2,811
 $2,764
 $8,347
 $8,236
$2,799
 $2,764
Business243
 222
 725
 657
262
 243
Total Fios revenue$3,054
 $2,986
 $9,072
 $8,893
$3,061
 $3,007


The following table provides Wireless service revenue underfor our current reportable structuresegments and includes intersegment activity:
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Consumer$13,533
 $13,257
 $40,346
 $39,260
$13,476
 $13,357
Business2,850
 2,687
 8,319
 7,803
2,881
 2,694
Total Wireless service revenue$16,383
 $15,944
 $48,665
 $47,063
$16,357
 $16,051



Reconciliation to Consolidated Financial Information
A reconciliation of the reportable segment operating revenues to consolidated operating revenues is as follows:
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Total reportable segment operating revenues$30,591
 $30,292
 $90,221
 $89,556
$29,446
 $29,867
Corporate and other2,400
 2,400
 7,147
 7,291
2,272
 2,335
Eliminations(97) (85) (275) (265)(108) (74)
Total consolidated operating revenues$32,894
 $32,607
 $97,093
 $96,582
$31,610
 $32,128


A reconciliation of the total reportable segmentsegment's operating income to consolidated income before provision for income taxes is as follows:
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Total reportable segment operating income$8,466
 $8,367
 $25,171
 $24,577
$8,236
 $8,298
Corporate and other(344) (350) (1,083) (1,161)(259) (386)
Severance charges (Note 9)
 
 
 (339)
Other components of net periodic benefit charges (Note 9)(203)
(205) (610) (621)
Acquisition and integration related charges
 (137) 
 (364)
Product realignment charges
 
 
 (451)
Net gain from dispositions of assets and businesses261
 
 261
 
Other components of net periodic benefit charges (Note 8)(203)
(203)
Loss on spectrum license transaction (Note 3)(1,195) 
Total consolidated operating income8,180
 7,675
 23,739
 21,641
6,579
 7,709
          
Equity in losses of unconsolidated businesses(1) (3) (20) (250)(12) (6)
Other income (expense), net(110) 214
 (1,127) 499
Other income, net143
 295
Interest expense(1,146) (1,211) (3,571) (3,634)(1,034) (1,210)
Income Before Provision For Income Taxes$6,923
 $6,675
 $19,021
 $18,256
$5,676
 $6,788

No single customer accounted for more than 10% of our total operating revenues during the three and nine months ended September 30, 2019March 31, 2020 and 2018.2019.

The chief operating decision maker does not review disaggregated assets on a segment basis; therefore, such information is not presented. Depreciation included in the measure of segment profitability is primarily allocated primarily based on proportional usage.

Note 12.11. Commitments and Contingencies
In the ordinary course of business, Verizon is involved in various commercial litigation and regulatory proceedings at the state and federal level. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, the Company establishes an accrual. In none of the currently pending matters is the amount of accrual material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including: (1) uncertain damage theories and demands; (2) a less than complete factual record; (3) uncertainty concerning legal theories and their resolution by courts or regulators; and (4) the unpredictable nature of the opposing party and its demands. We continuously monitor these proceedings as they develop and adjust any accrual or disclosure as needed. We do not expect that the ultimate resolution of any pending regulatory or legal matter in future periods including the Hicksville matter described below, will have a material effect on our financial condition, but it could have a material effect on our results of operations for a given reporting period.

Reserves have been established to cover environmental matters relating to discontinued businesses and past telecommunications activities. These reserves include funds to address contamination at the site of a former Sylvania facility in Hicksville, NY, which had processed nuclear fuel rods in the 1950s and 1960s. In September 2005, the Army Corps of Engineers (ACE) accepted the site into its Formerly Utilized Sites Remedial Action Program. As a result, the ACE has taken primary responsibility for addressing the contamination at the site. An adjustment to the reserves may be made after a cost allocation is conducted with respect to the past and future expenses of all of the parties. Adjustments to the environmental reserve may also be made based upon the actual conditions found at other sites requiring remediation.

Verizon is currently involved in approximately 25 federal district court actions alleging that Verizon is infringing various patents. Most of these cases are brought by non-practicing entities and effectively seek only monetary damages; a small number are brought by companies that have sold products and could seek injunctive relief as well. These cases have progressed to various stages and a small number may go to trial in the coming 12 months if they are not otherwise resolved.

In connection with the execution of agreements for the sales of businesses and investments, Verizon ordinarily provides representations and warranties to the purchasers pertaining to a variety of nonfinancial matters, such as ownership of the securities being sold, as well as indemnity

from certain financial losses. From time to time, counterparties may make claims under these provisions, and Verizon will seek to defend against those claims and resolve them in the ordinary course of business.

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

During 2020, Verizon entered into 2 renewable energy purchase agreements (REPAs) with a third party. Each of the REPAs is based on the expected operation of a renewable energy-generating facility and has a fixed price term of 18 years from commencement of the facility's entry into commercial operation, which is expected to occur in 2023. The REPAs generally are expected to be financially settled based on the prevailing market price as energy is generated by the facilities.     


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Verizon Communications Inc. (Verizon, or the Company) is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, information and entertainment products and services to consumers, businesses and government entities. With a presence around the world, we offer voice, data and video services and solutions on our networks that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control. We have a highly diverse workforce of approximately 135,400135,500 employees as of September 30, 2019.March 31, 2020.

To compete effectively in today’s dynamic marketplace, we are focused on transforming around the capabilities of our high-performing networks to drive growth based on delivering what customers want and need in the new digital world. During 2019,2020, we are focused on leveraging our network leadership; retaining and growing our high-quality customer base while balancing profitability; enhancing ecosystems in growth businesses; and driving monetization of our networks and solutions. We are creating business value by earning customers’customers', employees’employees' and shareholders’shareholders' trust, limiting our environmental impact and continuing our customer growth while creating social benefit through our products and services. 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 steady and consistent investments in our networks and platforms will drive innovative products and services and fuel our growth.

We are consistently deploying new network architecture and technologies to extend our leadership in both fourth-generation (4G) and fifth-generation (5G) wireless networks. We expect that our next-generation multi-use platform, which we call the Intelligent Edge Network, will simplify operations by eliminating legacy network elements, improve 4G Long-Term Evolution (LTE) wireless coverage, speed the deployment of 5G wireless technology and create new opportunities in the business market. Our network leadership is the hallmark of our brand and the foundation for the connectivity, platformplatforms and solutions upon which we build our competitive advantage.

Highlights of Our Financial Results for the Three Months Ended September 30,March 31, 2020 and 2019 and 2018
(dollars in millions)
chart-q319qtdoperatingrev.jpgchart-q319qtdoperatingincome.jpgchart-q319qtdnetincome.jpg

Highlights of Our Financial Results for the Nine Months Ended September 30, 2019 and 2018
(dollars in millions)

chart-q319ytdoperatingrev.jpgchart-q319ytdoperatingincome.jpgchart-q319ytdnetincome.jpgchart-q12020operatingrevenue.jpgchart-q12020operatingincome.jpgchart-q12020netincome.jpg
chart-q319ytdcffromoperation.jpgchart-q319ytdcapex.jpgchart-q12020cffromoperating.jpgchart-q12020capex.jpg



Impacts of the Recent Novel Coronavirus (COVID-19)
This disclosure discusses the actions Verizon has taken in response to the COVID-19 crisis and the impacts that the situation has had on our business, as well as related known or expected trends. This disclosure supersedes the disclosure included in Verizon’s Current Report on Form 8-K dated March 17, 2020. The disclosure in the remainder of this Management Discussion & Analysis of Financial Condition and Results of Operations is qualified by the disclosure in this section on the impacts of COVID-19 and, to the extent that the disclosure in the remainder of Management's Discussion & Analysis refers to a financial or performance metric that has been affected by a trend or activity, that reference is in addition to any impact discussed in this section on the impacts of COVID-19.

COVID-19 was identified in China in late 2019 and has since spread throughout the world, including throughout the United States (U.S.). Public and private sector policies and initiatives to reduce the transmission of COVID-19 have varied significantly across the U.S., but as of March 31, 2020 a significant percentage of the U.S. population was subject to meaningful restrictions on activities, which included limitations on the operation of non-essential businesses including retail operations, requirements that individuals remain in or close to their homes, school closures, limitations on large gatherings, travel restrictions and other policies to promote or enforce physical distancing. Similar restrictions have been implemented in many other countries in which we operate. As described below, these restrictions and our responses to them are significantly impacting how our customers use our products and services, how they interact with us, and how our employees work and provide services to our customers. In addition, governments have imposed a wide variety of consumer protection measures that limit how certain businesses, including telecommunications companies, can operate their businesses and interact with their customers. The crisis and governmental responses to the crisis have also resulted in a slowdown of global economic activity, which has significantly impacted our customers. As a result, prior trends in our business may not be applicable to our operations during the pendency of the crisis.

Most of the policies and initiatives referenced above were implemented during the latter part of the first quarter of 2020, as were Verizon’s activities described below. The impact of COVID-19 for the remainder of the year and beyond will depend significantly on the duration and potential cyclicality of the health crisis and the related public policy actions, additional initiatives we undertake in response to employee, market or regulatory needs or demands, the length and severity of the global economic slowdown, and whether and how our customers change their behaviors over the longer term.

Operations
In response to the crisis beginning in the first quarter 2020, we have been executing our business continuity plans and evolving our operations to protect the safety of our employees and to continue to provide critical infrastructure and connectivity to our customers, as they have changed their ways of working and living. Some of the initiatives we have undertaken include:

Moving over 115,000 of our 135,500 employees to remote work arrangements.
Temporarily closing nearly 70% of our company-owned retail store locations and moving to appointment-only access to our remaining store locations.
Limiting our customer-focused field operations based on the criticality of the services being provided or repaired.
Enhancing our safety protocols for employees who cannot work from home.
Providing additional compensation to employees in front line roles that cannot be done from home.
Adjusting other compensation and benefits programs to address circumstances created by the crisis.
Taking the Federal Communication Commission's (FCC's) “Keep Americans Connected” pledge, through which we pledged to waive late fees for, and not terminate service to, any of our consumer or small business customers who did not pay their bills timely due to an inability to pay caused by the COVID-19 crisis.
Providing additional data allocations to permit wireless consumer and small business customers to remain connected.
Waiving activation and upgrade fees through digital distribution channels.
Working with business customers to address payment needs during the crisis.
Maintaining effective governance and internal controls in a remote work environment.

As the crisis continues, we may revise our approach to these initiatives or take additional actions to meet the needs of our employees, customers and the Company and to continue to provide our products and services.

Operating Metrics
The following comparison of key performance metrics from the period March 15 to April 15, 2020 with the same metrics from March 15 to April 15, 2019 shows the impact of the crisis on our operating results.
   Verizon Business Group 
 Verizon Consumer Group
 Small and Medium Business
Global Enterprise, Public Sector and Other
Wireless retail postpaid gross additions(49)% (24)%163 %
Wireless retail postpaid phone churn(23 bps)
 (3 bps)
(35 bps)
Wireless retail postpaid upgrades(41)% (45)%(19)%
Wireless retail postpaid device activations(44)% (33)%80 %
Fios Internet net additions(60)% nm
nm
nm - not meaningful

Verizon Media Group
Monthly active users22%
Yahoo Finance95%
Yahoo News58%

The above metrics reflect that during the second half of March, our retail Consumer and small business activity diminished significantly, and we saw a dramatic shift in customer behavior, including significant decreases in device volumes and travel, as well as decreased customer switching activity across the industry. The impact of our restrictions on customer-focused field operations can also be seen in the reduction in Fios Internet net adds. At the same time, we experienced increased demand from our Public Sector and certain Global Enterprise customers to support front line crisis responders, new work-from-home and home schooling arrangements and other demands for critical connectivity services.

In Verizon Media, we experienced a decline in advertising and search revenue as advertisers paused or canceled campaigns during this period, and users searched for fewer commercial terms, providing less opportunity for monetization.

The progression of these trends for the remainder of the second quarter and thereafter will depend on a number of factors including how the social distancing and government containment policies evolve and the related macroeconomic impacts.

See "Segment Results of Operations" for additional information regarding our selected operating statistics.

Liquidity and Capital Resources
Verizon finished the first quarter of 2020 in a strong financial position. As of March 31, 2020, our balance sheet included:
Cash and cash equivalents$7.0 billion
Unsecured debt$104.7 billion

As of March 31, 2020, our Cash and cash equivalents balance was $7.0 billion compared to $2.6 billion as of December 31, 2019 and $2.3 billion as of March 31, 2019. We made the decision to maintain a higher cash balance in order to further protect the Company against the uncertainties of the COVID-19 crisis. As of March 31, 2020, our only significant unsecured debt maturing during the remainder of 2020 consisted of approximately $1.0 billion of floating rate notes due in May and $588 million of vendor-related financing, including amounts due under certain of our export credit facilities. These amounts do not include approximately $1.7 billion of subsidiary preferred stock that we redeemed in April 2020 upon the scheduled maturity of such securities or $700 million of borrowings under a short-term uncommitted credit facility that we repaid in April 2020. As of March 31, 2020, we had not drawn down on our $9.5 billion revolving credit facility and the unused borrowing capacity was approximately $9.4 billion. The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. In addition, we raised $3.5 billion through the issuance of commercial paper in April 2020.

The COVID-19 crisis, together with other dynamics in the marketplace, has recently significantly increased borrowing costs and, in certain cases, restricted the ability of borrowers to access the capital markets and other sources of financing. In order to provide financial flexibility and finance certain investments and projects, we may continue to utilize external financing arrangements that have been or may be affected by these market conditions. However, we believe that our cash on hand, the cash we expect to generate from our operations, and cash from other sources of financing available to us are, and will continue to be, sufficient to meet our ongoing operating, capital expenditure and investing requirements.

We expect to continue to have sufficient cash to fund our operations, although we could experience significant fluctuations in our cash flows from period to period during the crisis. The net cash generated from our operations provides our primary source of cash flows. While we have historically experienced consistently low levels of payment delinquencies among our consumer and business accounts, beginning late in first quarter 2020, we started to see increases in delinquencies across our retail customer base and our small and medium business accounts. If these levels of delinquencies continue or grow, they could have a material adverse impact on our cash flows. We could also experience fluctuations in our cash flows in the periods that follow the end of the COVID-19 crisis resulting from the ongoing impacts of the crisis on macroeconomic conditions in the U.S. and as our customers work to become current on their bills.

In addition, we issue asset-backed debt secured by our device payment plan agreement receivables and the collections on such receivables. These transactions require us to comply with various tests, including delinquency and loss-related tests, which, if not met, would cause the asset-backed debt to amortize earlier and faster than otherwise expected. The holders of our asset-backed debt do not have any recourse to Verizon with respect to the payment of principal and interest on the debt. However, if an early amortization of our asset-backed debt occurs, including as a result of increased customer delinquencies or losses relating to COVID-19, all collections on the securitized device payment plan agreement receivables would be used to pay principal and interest on the asset-backed debt, and our financing cash flows requirements would increase for the twelve months immediately following an early amortization event.

Impacts on Financial Results
Our revenues and expenses in first quarter 2020 were impacted by COVID-19 as a result of the actions we took to care for our employees and keep our customers connected and as a result of our customers’ changing activities as well as the restrictions on activities and the global economic slowdown, as described below. We estimate that the net impact of COVID-19 on our first quarter results was a reduction of

approximately $0.04 in earnings per share, primarily as a result of an increase in our allowance for credit losses, as described below. We expect that impact to be greater in the second quarter of 2020.

Revenues
As a result of our decision to keep our customers connected during the crisis, we experienced fewer step ups in data plans, lower overage revenues and lower fees from activations, upgrades and late fees in first quarter 2020.
We have seen considerably less churn in the consumer wireless base and lower equipment volumes and upgrade rates since the beginning of the crisis. As a result of these changing customer behaviors, we experienced significantly lower equipment revenue in first quarter 2020. In addition, we experienced lower roaming revenues, as our customers meaningfully reduced travel during the quarter. In Verizon Media we have seen a reduction in advertising revenue, as the crisis has altered advertising and media consumption patterns.

Expenses
The primary impacts to our expenses from the COVID-19 crisis in first quarter 2020 were increases in the allowance for credit losses, commission expense and compensation related costs. The increase in sales related compensation costs was a result of an expansion of our programs for both employees and agents. These increases were partially offset by a decrease in equipment cost.

As a result of waiving late fees and keeping customers connected during the crisis pursuant to the "Keep Americans Connected" pledge, we have seen increases in delinquencies across our retail customer base and certain business accounts. As a result, our allowance for credit losses increased by $228 million at March 31, 2020 based on the expected number of customers who will avail themselves of payment relief under the pledge. If the current levels of delinquencies for our consumer and small and medium business customers continue or grow, additional provisions to our allowance for credit losses may be required, which could be significant. We continue to monitor customer behavior and our expected loss assumptions and estimates.

Other
In addition, equity and debt markets have experienced significant volatility during 2020 partially as a result of the crisis, and federal governmental actions to stimulate the economy have significantly impacted interest rates. These circumstances could affect the funding level of our pension plans and our calculated liabilities under our pension and other postemployment benefit plans. Other impacts from the crisis on our financial results in the second quarter and beyond could include a further slowdown in the global economy, additional regulatory or legislative initiatives that impact our relationships with our customers, and other initiatives we undertake to respond to the needs of our employees and our customers.

We expect these impacts on our revenues and expenses to continue for the duration of the crisis and for as long as we maintain the applicable policies and initiatives we have put into place in response to the crisis.

Business Overview
In November 2018, we announced a strategic reorganization of our business. Under the new structure, effective April 1, 2019, there areWe have two reportable segments that we operate and manage as strategic business units - Verizon Consumer Group (Consumer) and Verizon Business Group (Business). In conjunction with the new reporting structure, we recast our segment disclosures for all periods presented.

Revenue by Segment for the Three Months Ended September 30,March 31, 2020 and 2019 and 2018
chart-q319qtd2019revbysegmen.jpgchart-q319qtd2018revbysegmen.jpg
infographiclegend24.jpg
———
Note: Excludes eliminations.


Revenue by Segment for the Nine Months Ended September 30, 2019 and 2018
chart-q319ytd2019revbysegmen.jpgchart-q319ytd2018revbysegmen.jpgchart-q12020_2020revbysegmen.jpgchart-q12020_2019revbysegmen.jpg
infographiclegend30.jpg
———
Note: Excludes eliminations.

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.)U.S. under the Verizon Wireless 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 under the Fios brand and over a traditional copper-based network to customers who are not served by Fios. 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.

Customers can obtain our wireless services on a postpaid or prepaid basis. A retailOur postpaid connection represents an individual line of service for a wireless device for which a customer is generally billed one month in advance for a monthly access charge in return for access to and usage of network services. Our prepaid service is offered only to Consumer customers and enables individuals to obtain wireless services without credit verification by paying for all services in advance. The Consumer segment also offers several categories of wireless equipment to customers, including a variety of smartphonesmartphones and other handsets, wireless-enabled Internet devices, such as tablets, laptop computers and netbooks,jetpacks, and other wireless-enabled connected devices, such as smart watches and other wearables.

In addition to the wireless services and equipment discussed above, Consumer sells residential fixed connectivity solutions, including Internet, video and voice services, and wireless network access to resellers on a wholesale basis. The Consumer segment's operating revenues for the three and nine months ended September 30, 2019March 31, 2020 totaled $22.7$21.8 billion, and $66.8 billion, respectively, representing an increasea decrease of 1.4% and 1.2%, respectively,1.7% compared to the similar periodsperiod in 2018. As2019. See "Segment Results of September 30, 2019,Operations" for additional information regarding our Consumer had approximately 94 million wireless retail connections, 6 million broadband connectionssegment’s operating performance and 4 million Fios video connections.selected operating statistics.

Verizon Business Group
Our Business segment provides wireless and wireline communications services and products, video and data 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, including solutions whichthat support fleet tracking management, compliance management, field service management, asset tracking and other types of mobile resource management. 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. The Business segment's operating revenues for the three and nine months ended September 30, 2019March 31, 2020 totaled $7.9$7.7 billion, and $23.4 billion, respectively, representing a decrease of 0.1% and 0.7%, respectively,0.5% compared to the similar periodsperiod in 2018. As2019. See "Segment Results of September 30, 2019,Operations" for additional information regarding our Business had approximately 25 million wireless retail postpaid connectionssegment’s operating performance and approximately 500 thousand broadband connections.selected operating statistics.

Corporate and Other
Corporate and other includes the results of our media business, Verizon Media, Group (Verizon Media), which operated under the "Oath" brand until January 2019, and other businesses, investments in unconsolidated businesses, insurance captives, 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 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 as these items are included in the chief operating decision maker’s assessment of segment performance.

Verizon Media includes diverse media and technology brands that serve both consumers and businesses. Verizon Media provides consumers with owned and operated and third-party search properties andas well as mail, news, finance, news, sports and entertainment offerings, and provides other businesses and partners access to consumers through digital advertising, content delivery and video streaming platforms. Verizon Media's total operating revenues were $1.8$1.7 billion and $5.4 billion, respectively, for the three and nine months ended September 30, 2019,March 31, 2020, which represents a decrease of 2.0% and 4.1%, respectively,4.0% compared to the similar periodsperiod in 2018.2019.


Capital Expenditures and Investments
We continue to invest in our wireless networks, high-speed fiber and other advanced technologies to position ourselves at the center of growth trends for the future. During the ninethree months ended September 30, 2019,March 31, 2020, these investments included $12.3$5.3 billion for capital expenditures. See "Cash Flows Used in Investing Activities" for additional information. Capital expenditures for 2020 are currently expected to be in the range of $17.5 billion to $18.5 billion, including the continued investment in our 5G network. We believe that our investments aimed at expanding our portfolio of products and services will provide our customers with an efficient, reliable infrastructure for competing in the information economy.

Global Network and Technology
We are focusing our capital spending on adding capacity and density to our 4G LTE network, while also building our next generation 5G network. We are densifying our network by utilizing small cell technology, in-building solutions and distributed antenna systems. Network densification enables us to add capacity to address increasing mobile video consumption and the growing demand for IoT products and services on our 4G LTE and 5G networks. 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. We believe 5G technology will be able to provide users with eight capabilities, or currencies. The eight currencies are peak data rates, mobile data volumes, mobility, number of connected devices, energy efficiency, service deployment, reduced latency and improved reliability. We expect that 5G technology will provide higher throughput and lower latency than the current 4G LTE technology and enable our networks to handle more traffic as the number of Internet-connected devices grows. During 2018, weWe have commercially launched 5G Home initially on proprietary standards in four U.S. markets and we expect to begin utilizing equipment based on global standards in late 2019.one U.S. market. We have also launched our 5G Ultra Wideband Network in 1534 U.S. markets in 2019, with a target of the network becoming commercially available in 30 plus markets by year-end. In addition, we launchedas well as several 5G-compatible smartphones in 2019.smartphones.

To compensate for the shrinking market for traditional copper-based products, we continue to build our wireline business around fiber-based networks supporting data, video and advanced business services - areas where demand for reliable high-speed connections is growing. We are evolving the architecture of our networks to a next-generation multi-use platform, providing improved efficiency and virtualization, increased automation and opportunities for edge computing services that will support both our fiber-based and radio access network technologies. We call this the Intelligent Edge Network. We expect that this new architecture will simplify operations by eliminating legacy network elements, improve our 4G LTE wireless coverage, speed the deployment of 5G wireless technology and create new opportunities in the business market.


Operating Environment and Trends
There have been no significant changes to theThe information related to trends affecting our business that was previously disclosed in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with our recast financial statements2019 is updated by the disclosure included above under "Impacts of the Recent Novel Coronavirus (COVID-19)" and included in our Current Report on Form 8-K dated August 8, 2019.the following information.

We adopted Accounting Standard Update (ASU) 2016-02,2016-13, ASU 2018-01,2018-19, ASU 2018-10,2019-04, ASU 2018-11, ASU 2018-20 and ASU 2019-01, Leases2019-05, Financial Instruments - Credit Losses (Topic 842)326) on January 1, 2019,2020, using the modified retrospective application. This method does not impact the prior periods, which continue to reflect the accounting treatment prior to the adoption of Topic 842.326. As a result, for items that were affected by our adoption of Topic 842,326, financial results of periods prior to January 1, 20192020 are not comparable to the current period financial results. See Notes 1 and 56 to the condensed consolidated financial statements for additional information.

Recent Developments
In September 2018, we announced a Voluntary Separation ProgramMarch 2020, the FCC completed its incentive auction for select U.S.-based management employees. Approximately 10,400 eligible employees separated fromspectrum licenses in the Company under this program asupper 37 Gigahertz (GHz), 39 GHz, and 47 GHz bands. As an incumbent licensee, our 39 GHz licenses provided us with incentive payments totaling approximately $1.8 billion that could be applied towards the purchase price of spectrum in the auction or settled in cash. Verizon won 4,940 licenses, valued at over $3.4 billion, in the auction. The timing of when the new reconfigured licenses will be issued and the cancellation of the end of June 2019. The severance benefits payments to these employees were substantially completedlicenses relinquished in this auction will be determined by the end of September 2019.

In 2019, the Federal Communications Commission (FCC) completed two millimeter wave spectrum license auctions. Verizon participated in these auctions and was the high bidder on 9 and 1,066 licenses, respectively, in the 24 Gigahertz (GHz) and 28 GHz bands. We submitted an application to the FCC and paid cash of approximately $521 million for the licenses.

Goodwill
Upon the date of reorganization on April 1, 2019, the goodwill of our historical Wireless reporting unit, historical Wireline reporting unit and historical Verizon Connect reporting unit were reallocated to our new Consumer and Business reporting units. At September 30, 2019, the balance of our goodwill was approximately $24.6 billion, of which $17.1 billion was in our Consumer reporting unit, $7.3 billion was in our Business reporting unit, and $202 million was in Other, which includes our Media reporting unit and other corporate entities. To determine if goodwill is potentially impaired, weafter all payments have the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we elect not to conduct the qualitative assessment or if indicators of a potential impairment exist, the determination of whether an impairment has occurred requires the determination of the fair value of the reporting unit being assessed.

We performed a quantitative assessment of our current reporting units, Consumer and Business, subsequent to the strategic reorganization. Our impairment assessments indicated that the fair value for each of our Consumer and Business reporting units significantly exceeded their respective carrying values and therefore, did not result in a goodwill impairment. Our Media reporting unit was not impacted by the strategic reorganization and there were no indicators of impairment to date.

As is our practice, during the fourth quarter we will complete our annual budget process during which we reassess strategic priorities and forecast future operating performance and capital spending. We utilize the outputs of the annual budget process as an input to complete our annual goodwill impairment tests. We will perform qualitative tests on our Business and Consumer reporting units and a quantitative assessment for

the Media reporting unit.

Under our quantitative assessment, the fair value of the reporting unit is calculated using a market approach and a discounted cash flow method. The market approach includes the use of comparative multiples to corroborate discounted cash flow results. The discounted cash flow method is based on the present value of two components-projected cash flows and a terminal value. The terminal value represents the expected normalized future cash flows of the reporting unit beyond the cash flows from the discrete projection period. The fair value of the reporting unit is calculated based on the sum of the present value of the cash flows from the discrete period and the present value of the terminal value. The discount rate represented our estimate of the weighted-average cost of capital, or expected return, that a marketplace participant would have required as of the valuation date. The application of our goodwill impairment test required key assumptions underlying our valuation model. The discounted cash flow analysis factored in assumptions on discount rates and terminal growth rates to reflect risk profiles of key strategic revenue and cost initiatives, as well as revenue and earnings before interest, taxes, depreciation and amortization expenses (EBITDA) growth relative to history and market trends and expectations. The market multiples approach incorporated significant judgment involved in the selection of comparable public company multiples and benchmarks. The selection of companies was influenced by differences in growth and profitability, and volatility in market prices of peer companies. These valuation inputs are inherently uncertain, and management believes a significant adverse change in one or a combination of these inputs could trigger a goodwill impairment loss for the Media reporting unit in the future.been made.

Consolidated Results of Operations
In this section, we discuss our overall results of operations and highlight special items that are not included in our segment results. Our revenues and expenses in first quarter of 2020 were impacted by COVID-19 as a result of the actions we took to care for our employees and keep our customers connected and as a result of our customers’ changing activities as well as the restrictions on activities and the global economic slowdown. See "Overview" for more information.In "Segment Results of Operations," we review the performance of our two reportable segments in more detail.

Consolidated Revenues
Three Months Ended      Nine Months Ended     Three Months Ended     
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Consumer$22,706
 $22,399
 $307
 1.4 % $66,849
 $66,029
 $820
 1.2 %$21,765
 $22,148
 $(383) (1.7)%
Business7,885
 7,893
 (8) (0.1) 23,372
 23,527
 (155) (0.7)7,681
 7,719
 (38) (0.5)
Corporate and other2,400
 2,400
 
 
 7,147
 7,291
 (144) (2.0)2,272
 2,335
 (63) (2.7)
Eliminations(97) (85) (12) 14.1
 (275) (265) (10) 3.8
(108) (74) (34) 45.9
Consolidated Revenues$32,894
 $32,607
 $287
 0.9
 $97,093
 $96,582
 $511
 0.5
$31,610
 $32,128
 $(518) (1.6)

Consolidated revenues increased $287decreased $518 million, or 0.9%1.6%, and $511 million, or 0.5%, during the three and nine months ended September 30, 2019, respectively, compared to the similar periods in 2018. The increase in revenues during the three months ended September 30, 2019March 31, 2020, compared to the similar period in 2019. The decrease in revenues was due to an increasedecreases in revenues at our Consumer segment. The increase in revenues during the nine months ended September 30, 2019 was due to an increase in revenues at our Consumer segment, partially offset by decreases in revenues at our Business segment and Corporate and other.

Revenues for our segments are discussed separately below under the heading "Segment Results of Operations."

Corporate and other revenues were unchanged and decreased $144$63 million, or 2.0%2.7%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018. The decrease in revenues during the nine months ended September 30, 2019, was primarily due to a decrease of $230$70 million in revenues within Verizon Media.

Consolidated Operating Expenses
Three Months Ended      Nine Months Ended     Three Months Ended     
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Cost of services$7,902
 $7,842
 $60
 0.8 % $23,396
 $24,022
 $(626) (2.6)%$7,754
 $7,792
 $(38) (0.5)%
Cost of wireless equipment5,482
 5,489
 (7) (0.1) 15,699
 16,195
 (496) (3.1)4,542
 5,198
 (656) (12.6)
Selling, general and administrative expense7,216
 7,224
 (8) (0.1) 21,682
 21,673
 9
 
8,585
 7,198
 1,387
 19.3
Depreciation and amortization expense4,114
 4,377
 (263) (6.0) 12,577
 13,051
 (474) (3.6)4,150
 4,231
 (81) (1.9)
Consolidated Operating Expenses$24,714
 $24,932
 $(218) (0.9) $73,354
 $74,941
 $(1,587) (2.1)$25,031
 $24,419
 $612
 2.5

Operating expenses for our segments are discussed separately below under the heading "Segment Results of Operations."


Cost of Services
Cost of services includes the following costs directly attributable to a service: salaries and wages, benefits, materials and supplies, content costs, contracted services, network access and transport costs, customer provisioning costs, computer systems support, and costs to support our outsourcing contracts and technical facilities. Aggregate customer careservice costs, which include billing and service provisioning, are allocated between Cost of services and Selling, general and administrative expense.


Cost of services increased $60 million, or 0.8%, and decreased $626 million, or 2.6%, during the three and nine months ended September 30, 2019, respectively, compared to the similar periods in 2018. The increase0.5% during the three months ended September 30, 2019,March 31, 2020, compared to the similar period in 2018, was primarily due to an increase in regulatory fees and rent expense as a result of adding capacity to the networks to support demand, partially offset by a decrease in network access costs and a decrease in employee-related costs. The decrease during the nine months ended September 30, 2019, compared to the similar period in 2018, was primarily due to decreases in network access costs employee-related costsrelated to the device protection offerings to our wireless retail postpaid customers and a product realignment charge in 2018 (see "Special Items"),compensation costs. These decreases were partially offset by an increaseincreases in rent expense and regulatory fees.digital content costs.

Cost of Wireless Equipment
Cost of wireless equipment decreased 0.1%, and $496$656 million, or 3.1%12.6%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018, primarily2019, as a result of declines in the number of wireless devices sold as a result ofdue to an elongation of the handset upgrade cycle. The decrease during the nine months ended September 30, 2019 wascycle, and declines in activations and upgrades partially due to COVID-19. These decreases were partially offset by a shift to higher priced devices in the mix of wireless devices sold.

Selling, General and Administrative Expense
Selling, general and administrative expense includes salaries and wages and benefits not directly attributable to a service or product, bad debt charges,the allowance for credit losses, taxes other than income taxes, advertising and sales commission costs, call center and information technology costs, regulatory fees, professional service fees, and rent and utilities for administrative space. Also included is a portion of the aggregate customer care costs as discussed above in "Cost of Services."

Selling, general and administrative expense decreased 0.1%increased $1.4 billion, or 19.3%, and were unchanged during the three and nine months ended September 30, 2019, respectively, compared to the similar periods in 2018. The decrease during the three months ended September 30,March 31, 2020, compared to the similar period in 2019, primarily due to a $1.2 billion loss resulting from the spectrum license auction (see "Special Items"), increases in the allowance for credit losses and sales commission expense. These increases were partially offset by decreases in compensation costs and advertising expenses. The increase in the allowance for credit losses was primarily due to a decrease in employee-related costs, a net gain from dispositions of assets and businesses during the three months ended September 30, 2019 and the acquisition and integration related charges in 2018 primarily related to the acquisition of Yahoo! Inc.'s (Yahoo) operating business (see "Special Items"). These decreases were partially offset by an increase in advertising expenses, sales commission expense and bad debt expense.COVID-19. The increase in sales commission expense was due to a lower net deferral of commission costs in the current year as compared to the prior year, as a result of the adoption of ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606) on January 1, 2018 using a modified retrospective approach. During the nine months ended September 30, 2019 increases in advertising expenses,well as incremental sales commissioncompensation while our stores and bad debt expense were offset by decreases in employee-related costs primarilyagent locations are closed due to the Voluntary Separation Program, a net gain from dispositions of assets and businesses during the nine months ended September 30, 2019 and the acquisition and integration related charges in 2018 primarily related to the acquisition of Yahoo's operating business (see "Special Items").COVID-19.

Depreciation and Amortization Expense
Depreciation and amortization expense decreased $263$81 million, or 6.0%, and $474 million, or 3.6%1.9%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020 compared to the similar periodsperiod in 2018. This decrease was2019, primarily driven bydue to the change in the mix of net depreciable assets, as newer technology with longer useful lives replaces legacy assets that have reached the end of their lives.assets.

Other Consolidated Results
Other Income, (Expense), Net
Additional information relating to Other income, (expense), net is as follows:
 Three Months Ended      Nine Months Ended     
 September 30,  Increase/ September 30,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)
Interest income$34
 $25
 $9
 36.0 % $94
 $61
 $33
 54.1 %
Other components of net periodic benefit cost(103) 688
 (791) nm
 362
 1,197
 (835) (69.8)
Other, net(41) (499) 458
 (91.8) (1,583) (759) (824) nm
Total$(110) $214
 $(324) nm
 $(1,127) $499
 $(1,626) nm

 Three Months Ended     
 March 31,  Increase/
(dollars in millions)2020
 2019
 (Decrease)
Interest income$20
 $29
 $(9) (31.0)%
Other components of net periodic benefit cost101
 280
 (179) (63.9)
Other, net22
 (14) 36
 nm
Total$143
 $295
 $(152) (51.5)
nm - not meaningful

Other income, (expense), net, reflects certain items not directly related to our core operations, including interest income, gains and losses from non-operating asset dispositions, debt extinguishment costs, and components of net periodic pension and postretirement benefit costs.costs and foreign exchange gains and losses. The decreasechange in Other income, (expense), net during the three months ended September 30, 2019,March 31, 2020, compared to the similar period in 2018,2019, was primarily attributable to a pension remeasurement loss of $291$182 million recorded in 2019,2020, compared with a pension remeasurement gain of $454$96 million recorded in 2018.2019. See "Special Items" for additional information. The decrease in Other income, net was partially offset by a decrease in early debt redemption costs of $476 million. The decrease in Other income (expense), net during the nine months ended September 30, 2019, compared to the similar period in 2018, was primarily driven by a pension remeasurement loss of $195 million recorded in 2019, compared with a pension remeasurement gain of $454 million recorded in 2018 and an increase in early debt redemption costs of $819 million.foreign exchange gain.


Interest Expense
Three Months Ended      Nine Months Ended     Three Months Ended     
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Total interest costs on debt balances$1,317
 $1,404
 $(87) (6.2)% $4,061
 $4,202
 $(141) (3.4)%$1,187
 $1,368
 $(181) (13.2)%
Less capitalized interest costs171
 193
 (22) (11.4) 490
 568
 (78) (13.7)153
 158
 (5) (3.2)
Total$1,146
 $1,211
 $(65) (5.4) $3,571
 $3,634
 $(63) (1.7)$1,034
 $1,210
 $(176) (14.5)
                      
Average debt outstanding$111,534
 $113,980
     $113,366
 $116,531
    
Effective interest rate4.7% 4.9%     4.8% 4.8%    
Average debt outstanding (1) (3)
$113,357
 $113,476
    
Effective interest rate (2) (3)
4.2% 4.8%    
(1)
The average debt outstanding is a financial measure and is calculated by applying a simple average of the prior thirteen-month end balances of total short-term and long-term debt, net of discounts, premiums and unamortized debt issuance costs.
(2)
The effective interest rate is the rate of actual interest incurred on debt. It is calculated by dividing the total interest costs on debt balances by the average debt outstanding.
(3)
We believe that this measure is useful to management, investors and other users of our financial information in evaluating our debt financing cost and trends in our debt leverage management.

Total interest expense decreased during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily due to lower interest rates and average debt balances, offset by lower capitalized interest costs.balances.

Provision for Income Taxes
Three Months Ended    Nine Months Ended   Three Months Ended   
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Provision for income taxes$1,586
 $1,613
 $(27) (1.7)% $4,450
 $4,282
 $168
 3.9%$1,389
 $1,628
 $(239) (14.7)%
Effective income tax rate22.9% 24.2%     23.4% 23.5%    24.5% 24.0%    

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 and the provision for income taxes forduring the three months ended September 30, 2019,March 31, 2020, compared to the similar period in 2018,2019, was primarily due to a larger tax benefits associated withbenefit recognized in the utilization of capital lossesprior period from business restructuring compared to the current period. The decrease in connection with the disposition of certain assets and businesses, as well as tax benefits from prior year internal restructuring, partially offset byprovision for income taxes during the impact of an increasethree months ended March 31, 2020, compared to the similar period in 2019, was primarily due to the decrease in income before income taxes in the current period.    The effective income tax rate for the nine months ended September 30, 2019 is comparable to the similar period in 2018. The increase in the provision for income taxes during the nine months ended September 30, 2019, compared to the similar period in 2018, was primarily due to the impact of an increase in income before income taxes in the current period.

Unrecognized Tax Benefits
Unrecognized tax benefits were $2.7$3.0 billion at September 30, 2019March 31, 2020 and $2.9 billion at December 31, 2018.2019. Interest and penalties related to unrecognized tax benefits were $370$401 million (after-tax) and $348$385 million (after-tax) at September 30, 2019March 31, 2020 and December 31, 2018,2019, respectively.

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

Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA
Consolidated EBITDA and Consolidated Adjusted EBITDA, which are presented below, are non-generally accepted accounting principles (GAAP) measures that we believe are useful to management, investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as they exclude the depreciation and amortization expense related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to Verizon’s competitors. Consolidated EBITDA is calculated by adding back interest, taxes, and depreciation and amortization expenses to net income.

Consolidated Adjusted EBITDA is calculated by excluding from Consolidated EBITDA the effect of the following non-operational items: equity in losses of unconsolidated businesses and other income and expense, net, as well as the effect of special items. We believe that this measure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. We believe that Consolidated Adjusted EBITDA is widely used by investors to compare a company’s operating performance to its competitors by minimizing impacts caused by differences in capital structure, taxes, depreciation and depreciationamortization policies. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis. See "Special Items" for additional information.

It is management’s intent to provide non-GAAP financial information to enhance the understanding of Verizon’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each

non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures provide relevant and useful information, which is used byin addition to the GAAP measures allows management, investors and other users of our financial information as well as by our management in assessingto more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Consolidated Net Income$5,337
 $5,062
 $14,571
 $13,974
$4,287
 $5,160
Add:
         
Provision for income taxes1,586
 1,613
 4,450
 4,282
1,389
 1,628
Interest expense1,146
 1,211
 3,571
 3,634
1,034
 1,210
Depreciation and amortization expense4,114
 4,377
 12,577
 13,051
4,150
 4,231
Consolidated EBITDA$12,183
 $12,263
 $35,169
 $34,941
$10,860
 $12,229
          
Add (Less):          
Other (income) expense, net†$110
 $(214) $1,127
 $(499)
Equity in losses of unconsolidated businesses‡1
 3
 20
 250
Severance charges
 
 
 339
Acquisition and integration related charges§

 130
 
 344
Product realignment charges§

 
 
 450
Net gain from dispositions of assets and businesses(261) 
 (261) 
Other income, net*
$(143) $(295)
Equity in losses of unconsolidated businesses12
 6
Loss on spectrum license auction1,195
 
Consolidated Adjusted EBITDA$12,033
 $12,182
 $36,055
 $35,825
$11,924
 $11,940

* Includes Pension and benefits mark-to-market adjustments and early debt redemption costs, where applicable.
‡ Includes Product realignment charges, where applicable.
§ Excludes depreciation and amortization expense.adjustments. See "Special Items" for additional information.

The changes in Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA in the table above during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018,2019, were primarily a result of the factors described in connection with operating revenues and operating expenses.

Segment Results of Operations
We have two reportablethree segments that we operate and manage as strategic business units, Consumer, Business and Business.Media of which Consumer and Business are our reportable segments. We measure and evaluate our reportable segments based on segment operating income. The use of segment operating income is consistent with the chief operating decision maker’s assessment of segment performance.

To aid in the understanding of segment performance as it relates to segment operating income, we usemanagement uses the following operating statistics to evaluate the overall effectiveness of our segments:

Wireless retail connections segments. We believe these operating statistics are retail customer device postpaid and prepaid connections. Retail connections under an account may include those from smartphones and basic phones (collectively, phones), as well as tabletsuseful to investors and other Internet devices, including wearablesusers of our financial information because they provide additional insight into drivers of our segments’ operating results, key trends and retail IoT devices.

Wireless retail postpaid connections are retail postpaid customer device connections. Retail connections under an account may include those from phones, as well as tablets and other Internet devices, including wearables and retail IoT devices.

Fios Internet connections are the total number of connectionsperformance relative to the Internet using Fios Internet services.

Fios video connections are the total number of connections to traditional linear video programming using Fios video services.

Broadband connections are thetotal number of connections to the Internet using Digital Subscriber Line (DSL) and Fios Internet services.

Voice connections are thetotal number of traditional switched access lines in service and Fios digital voice connections.our peers:

Wireless retail connections, net additions are the total number of additional retail customer device postpaid and prepaid connections, less the number of device disconnects within the current period. Wireless retail connections, net additions in each period presented are calculated by subtracting the total retail postpaid and prepaid disconnects from the total retail postpaid and prepaid new connections in the period.

Wireless retail postpaid connections, net additions are the total number of additional retail customer device postpaid connections, less the number of device disconnects within the current period. Wireless retail postpaid connections, net additions in each period presented are calculated by subtracting the retail postpaid disconnects from the retail postpaid new connections in the period.

Wireless retail postpaid phone connections, net additions are the total number of additional retail customer postpaid phone connections, less the number of phone disconnects within the current period. Wireless retail postpaid phone connections, net additions in each period presented are calculated by subtracting the retail postpaid phone disconnects from the retail postpaid phone new connections in the period.

Wireless retail connections are retail customer device postpaid and prepaid connections as of the end of the period. Retail connections under an account may include those from smartphones and basic phones (collectively, phones), as well as tablets and other Internet devices, including wearables and retail IoT devices. Wireless retail connections are calculated by adding current period retail net additions to prior period retail connections.

Wireless retail postpaid connections are retail postpaid customer device connections as of the end of the period. Retail connections under an account may include those from phones, as well as tablets and other Internet devices, including wearables and retail IoT devices. Wireless retail postpaid connections are calculated by adding current period retail postpaid net additions to prior period retail postpaid connections.

Fios Internet, net additions are the total number of additional Fios Internet connections, less the number of disconnects within the current period. Fios Internet, net additions are calculated by subtracting the Fios Internet disconnects from the Fios Internet new connections in the period.


Fios Internet connections are the total number of connections to the Internet using Fios Internet services as of the end of the period. Fios Internet connections are calculated by adding current period Fios Internet net additions to prior period Fios Internet connections.

Fios video connections are the total number of connections to traditional linear video programming using Fios video services as of the end of the period. Fios video connections are calculated by adding current period Fios video net additions to prior period Fios video connections. Fios video net additions are calculated by subtracting the Fios video disconnects from the Fios video new connections.

Broadband connections are thetotal number of connections to the Internet using Digital Subscriber Line (DSL) and Fios Internet services as of the end of the period. Broadband connections are calculated by adding current period broadband net additions to prior period broadband connections. Broadband net additions are calculated by subtracting the broadband disconnects from the broadband new connections.

Voice connections are thetotal number of traditional switched access lines in service and Fios digital voice connections as of the end of the period. Voice connections are calculated by adding current period voice net additions to prior period voice connections. Voice net additions are calculated by subtracting the voice disconnects from the voice new connections.

Wireless Churn is the rate at which service to either retail, retail postpaid, or retail postpaid retailphone connections is terminated on a monthly basis.average during the quarter. The churn rate in each period presented is calculated by dividing retail disconnections, retail postpaid disconnections, or retail postpaid phone disconnections by the average retail connections, average retail postpaid connections, or average retail postpaid phone connections, respectively, in the period.


Wireless retail postpaid ARPA is the calculated average retail postpaid service revenue per account (ARPA) from retail postpaid accounts whichin the current period. Wireless retail postpaid service revenue does not include recurring device payment plan billings related to the Verizon device payment program.program, plan billings related to total mobile protection packages or regulatory fees. Wireless retail postpaid ARPA in each period presented is calculated by dividing retail postpaid service revenue by the average retail postpaid accounts in the period.

Wireless retail postpaid accounts are wireless retail customers that are directly served and managed under the Verizon Wireless brand and use its services.services as of the end of the period. Accounts include unlimited plans, shared data plans and corporate accounts, as well as legacy single connection plans and family plans. A single account may include monthly wireless services for a variety of connected devices. Wireless retail postpaid accounts are calculated by adding retail postpaid new accounts to the prior period retail postpaid accounts.

Wireless retail postpaid connections per accountis the calculated average number of retail postpaid connections per retail postpaid account as of the end of the period. Wireless retail postpaid connections per account is calculated by dividing the total number of retail postpaid connections by the number of retail postpaid accounts as of the end of the period.

Wireless retail postpaid gross additions are new retail postpaid connections that have activated service on the wireless network within the current period. Wireless retail postpaid gross additions are calculated as the total number of new retail postpaid phone, tablet and other device connections in the period.

Wireless retail postpaid upgrades are retail postpaid connections that have upgraded a retail postpaid device within the current period. Wireless retail postpaid upgrades are calculated as the total number of retail postpaid connections that upgraded retail postpaid phones, tablets and other devices in the period.

Wireless retail postpaid device activations are retail postpaid devices sold and activated on the wireless network during the period. Wireless retail postpaid device activations are calculated by adding the total of retail postpaid gross additions and the total number of retail postpaid upgrades in the period.

Verizon Media monthly active users are Internet users who have visited Verizon Media products during a one-month period. Verizon Media monthly active users are calculated as the total number of users who visited Verizon Media products via desktop, laptop, smartphone or tablet devices by browsers or mobile applications during a one month period. Yahoo Finance and Yahoo News monthly active users are calculated as the total number of users who visited Yahoo Finance or Yahoo News products within Verizon Media's portfolio via desktop, laptop, smartphone or tablet devices by browsers or mobile applications during a one-month period.

Segment operating income margin reflects the profitability of the segment as a percentage of revenue. Segment operating income margin is calculated by dividing total segment operating income by total segment operating revenues.

Segment earnings before interest, taxes, depreciation and amortization (Segment EBITDA), which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to our competitors. Segment EBITDA is calculated by adding back depreciation and amortization expense to segment operating income (loss). Segment EBITDA margin is calculated by dividing Segment EBITDA by total segment operating revenues. You can find additional information about our segments in Note 1110 to the condensed consolidated financial statements.


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 U.S. under the Verizon Wireless 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 under the Fios brand and over a traditional copper-based network to customers who are not served by Fios.

Our revenues and expenses in first quarter of 2020 were impacted by COVID-19 as a result of the actions we took to care for our employees and keep our customers connected and as a result of our customers’ changing activities as well as the restrictions on activities and the global economic slowdown. See "Overview" for more information.

Operating Revenues and Selected Operating Statistics
Three Months Ended    Nine Months Ended   Three Months Ended   
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions, except ARPA)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Service$16,433
 $16,193
 $240
 1.5 % $49,042
 $48,066
 $976
 2.0 %$16,341
 $16,259
 $82
 0.5 %
Wireless equipment4,257
 4,508
 (251) (5.6) 12,326
 13,029
 (703) (5.4)3,377
 4,166
 (789) (18.9)
Other2,016
 1,698
 318
 18.7
 5,481
 4,934
 547
 11.1
2,047
 1,723
 324
 18.8
Total Operating Revenues$22,706
 $22,399
 $307
 1.4
 $66,849
 $66,029
 $820
 1.2
$21,765
 $22,148
 $(383) (1.7)
                      
Connections (‘000): (1)
                      
Wireless retail connections        93,922
 93,798
 124
 0.1
93,894
 94,059
 (165) (0.2)
Wireless retail postpaid connections        89,739
 89,062
 677
 0.8
89,914
 89,580
 334
 0.4
Fios Internet connections        5,867
 5,711
 156
 2.7
5,961
 5,808
 153
 2.6
Fios video connections        4,203
 4,423
 (220) (5.0)4,068
 4,322
 (254) (5.9)
Broadband connections        6,469
 6,452
 17
 0.3
6,481
 6,476
 5
 0.1
Voice connections        5,904
 6,480
 (576) (8.9)5,578
 6,184
 (606) (9.8)
                      
Net Additions in Period (‘000): (2)
                      
Wireless retail112
 55
 57
 nm
 (352) (424) 72
 17.0
(609) (377) (232) (61.5)
Wireless retail postpaid193
 151
 42
 27.8
 118
 243
 (125) (51.4)(525) (201) (324) nm
Wireless retail postpaid phones239
 112
 127
 nm
 149
 (24) 173
 nm
(307) (163) (144) (88.3)
                      
Churn Rate:                      
Wireless retail1.27% 1.24%     1.27% 1.25%    1.20% 1.32%    
Wireless retail postpaid1.05% 1.01%     1.03% 0.98%    1.01% 1.08%    
Wireless retail postpaid phones0.79% 0.77%     0.77% 0.75%    0.77% 0.81%    
                      
Account Statistics:                      
Wireless retail postpaid ARPA$118.89
 $117.06
 $1.83
 1.6
 $118.16
 $115.34
 $2.82
 2.4
$118.86
 $117.45
 $1.41
 1.2
Wireless retail postpaid accounts (‘000) (1)
        33,898
 34,005
 (107) (0.3)33,669
 33,958
 (289) (0.9)
Wireless retail postpaid connections per account (1)
        2.65
 2.62
 0.03
 1.1
2.67
 2.64
 0.03
 1.1
(1) 
As of end of period
(2) 
Includes certain adjustments
nm - not meaningful


Consumer’s total operating revenues increased $307decreased $383 million, or 1.4%, and $820 million, or 1.2%1.7%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily as a result of a decrease in Wireless equipment revenue, partially offset by increases in Service and Other revenues, partially offset by decreases in Wireless equipment revenue.revenues.

Service Revenue
Service revenue increased $240$82 million, or 1.5%, and $976 million, or 2.0%0.5%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018.2019. These increases were driven byprimarily due to increases in wireless service and Fios revenues, partially offset by decreases in wireline voice and DSL services.

Wireless service revenue increased 2.1% and 2.8%$119 million, or 0.9%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018. These increases were due to increases in wireless access revenue,2019. This increase was driven by customers shifting to higher access plans including unlimited plans, and increases in the number of devicesconnections per account, the declining fixed-term subsidized plan base and data usage growth from reseller accounts.accounts, and increases in other services. These increases were partially offset by increased promotions, as well as decreases in roaming and overage related activities partially driven by COVID-19. Wireless retail postpaid ARPA increased 1.6% and 2.4%,1.2% during the three and nine months ended September 30, 2019, respectively,March 31, 2020 compared to the similar periodsperiod in 2018.2019.


For the three and nine months ended September 30, 2019,March 31, 2020, Fios service revenue totaled $2.8$2.6 billion and $8.3 billion, respectively, and increased 1.7%, and $111$33 million, or 1.3%, respectively, compared to the similar periodsperiod in 2018. These increases are2019. This increase was due to a 2.7%2.6% increase in Fios Internet connections, reflecting increased demand in higher broadband speeds, partially offset by a 5.0%5.9% decrease in Fios video connections, reflecting the ongoing shift from traditional linear video to over-the-top offerings.

Service revenue attributable to wireline voice and DSL broadband services declined during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018.2019. The declines aredecline was primarily due to a decrease of 8.9%9.8% in voice connections resulting primarily from competition and technology substitution with wireless and competing Voice over Internet Protocol (VoIP) and cable telephony services.

Wireless Equipment Revenue
Wireless equipment revenue decreased $251$789 million, or 5.6%, and $703 million, or 5.4%18.9%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018,2019, as a result of overall declines in wireless device sales primarily due to an elongation of the handset upgrade cycle, and increased promotions. The decrease during the nine months ended September 30, 2019 wasdeclines in activations and upgrades. These decreases were partially offset by a shift to higher priced units in the mix of wireless devices sold.

Other Revenue
Other revenue includes non-service revenues such as regulatory fees, cost recovery surcharges, revenues associated with our device protection package,offerings, leasing and interest on equipment financed under a device payment plan agreement when sold to the customer by an authorized agent.

Other revenue increased $318$324 million, or 18.7%, and $547 million, or 11.1%18.8%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily due todriven by pricing and subscriber increases related to our wireless device protection plans.offerings, as well as cost recovery surcharges.

Operating Expenses
Three Months Ended    Nine Months Ended   Three Months Ended   
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Cost of services$4,035
 $3,850
 $185
 4.8 % $11,761
 $11,465
 $296
 2.6 %$3,930
 $3,879
 $51
 1.3 %
Cost of wireless equipment4,291
 4,379
 (88) (2.0) 12,342
 12,948
 (606) (4.7)3,451
 4,142
 (691) (16.7)
Selling, general and administrative expense4,085
 3,947
 138
 3.5
 12,090
 11,426
 664
 5.8
4,282
 3,983
 299
 7.5
Depreciation and amortization expense2,806
 3,010
 (204) (6.8) 8,581
 8,982
 (401) (4.5)2,820
 2,894
 (74) (2.6)
Total Operating Expenses$15,217
 $15,186
 $31
 0.2
 $44,774
 $44,821
 $(47) (0.1)$14,483
 $14,898
 $(415) (2.8)

Cost of Services
Cost of services increased $185$51 million, or 4.8%, and $296 million, or 2.6%1.3%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily due to increases in digital content costs, increases in rent expense as a result of adding capacity to the networks to support demand, and increases in costs related to the device protection package offered to our wireless retail postpaid customers, as well as regulatory fees.employee-related pension and other postemployment benefits and lower capitalized labor costs. These increases were partially offset by decreases in employee-related costs primarily duerelated to the Voluntary Separation Program, as well asdevice protection offerings to our wireless retail postpaid customers and decreases in access costs and roaming.

Cost of Wireless Equipment
Cost of wireless equipment decreased $88$691 million, or 2.0%, and $606 million, or 4.7%16.7%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018, primarily2019, as a result of declines in the number of wireless devices sold as a result ofdue to an elongation of the handset upgrade cycle. The decrease during the nine months ended September 30, 2019 wascycle, and declines in activations and upgrades partially due to COVID-19. These decreases were partially offset by a shift to higher priced devices in the mix of wireless devices sold.


Selling, General and Administrative Expense
Selling, general and administrative expense increased $138$299 million, or 3.5%, and $664 million, or 5.8%7.5%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily due to increases in the allowance for credit losses and sales commission and bad debt expense, and ancommissions. The increase in advertising coststhe allowance for the nine months ended September 30, 2019.credit losses was primarily due to COVID-19. The increase in sales commission expense was due to a lower net deferral of commission costs in the current year as compared to the prior year, as a result of the adoption of Topic 606 on January 1, 2018 using a modified retrospective approach.well as incremental sales compensation while our stores and agent locations are closed due to COVID-19. These increases were partially offset by decreases in employee-related costs primarily due to the Voluntary Separation Program for both the three and nine months ended September 30, 2019.compensation costs.

Depreciation and Amortization Expense
Depreciation and amortization expense decreased $204$74 million, or 6.8%, and $401 million, or 4.5%2.6%, during the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to the similar periodsperiod in 2018,2019, driven by the change in the mix of total Verizon depreciable assets and Consumer'sthe Consumer segment's usage of those assets.


Segment Operating Income and EBITDA 
Three Months Ended    Nine Months Ended   Three Months Ended   
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Segment Operating Income$7,489
 $7,213
 $276
 3.8 % $22,075
 $21,208
 $867
 4.1 %$7,282
 $7,250
 $32
 0.4 %
Add Depreciation and amortization expense2,806
 3,010
 (204) (6.8) 8,581
 8,982
 (401) (4.5)2,820
 2,894
 (74) (2.6)
Segment EBITDA$10,295
 $10,223
 $72
 0.7
 $30,656
 $30,190
 $466
 1.5
$10,102
 $10,144
 $(42) (0.4)
Segment operating income margin33.0% 32.2%     33.0% 32.1%    33.5% 32.7%    
Segment EBITDA margin45.3% 45.6%     45.9% 45.7%    46.4% 45.8%    

The changes in the table above during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018,2019, were primarily a result of the factors described in connection with operating revenues and operating expenses.

Verizon Business Group
Our Business segment provides wireless and wireline communications services and products, video and data services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various 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. The Business segment is organized in four customer groups: Global Enterprise, Small and Medium Business, Public Sector and Other, and Wholesale.


Our revenues and expenses in first quarter of 2020 were impacted by COVID-19 as a result of the actions we took to care for our employees and keep our customers connected and as a result of our customers’ changing activities as well as the restrictions on activities and the global economic slowdown. See "Overview" for more information.

Operating Revenues and Selected Operating Statistics
Three Months Ended      Nine Months Ended     Three Months Ended     
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Global Enterprise$2,714
 $2,782
 $(68) (2.4)% $8,078
 $8,416
 $(338) (4.0)%$2,631
 $2,691
 $(60) (2.2)%
Small and Medium Business2,899
 2,729
 170
 6.2
 8,392
 7,905
 487
 6.2
2,804
 2,708
 96
 3.5
Public Sector and Other1,472
 1,455
 17
 1.2
 4,435
 4,322
 113
 2.6
1,474
 1,471
 3
 0.2
Wholesale800
 927
 (127) (13.7) 2,467
 2,884
 (417) (14.5)772
 849
 (77) (9.1)
Total Operating Revenues (1)
$7,885
 $7,893
 $(8) (0.1) $23,372
 $23,527
 $(155) (0.7)$7,681
 $7,719
 $(38) (0.5)
                      
Connections (‘000): (2)
                      
Wireless retail postpaid connections        24,732
 23,073
 1,659
 7.2
25,658
 23,737
 1,921
 8.1
Fios Internet connections        322
 302
 20
 6.6
330
 311
 19
 6.1
Fios video connections        77
 74
 3
 4.1
77
 76
 1
 1.3
Broadband connections        492
 506
 (14) (2.8)501
 497
 4
 0.8
Voice connections        5,058
 5,529
 (471) (8.5)4,860
 5,269
 (409) (7.8)
                      
Net additions in period (‘000): (3)
               
Net Additions in Period (‘000):(3)
       
Wireless retail postpaid408
 364
 44
 12.1
 995
 1,063
 (68) (6.4)475
 264
 211
 79.9
Wireless retail postpaid phones205
 183
 22
 12.0
 496
 494
 2
 0.4
239
 120
 119
 99.2
                      
Churn Rate:                      
Wireless retail postpaid1.22% 1.17%     1.22% 1.16%    1.30% 1.24%    
Wireless retail postpaid phones0.98% 0.95%     0.99% 0.95%    1.02% 1.02%    
(1) 
Service and other revenues included in our Business segment amounted to approximately $7.0 billion and $20.9$6.9 billion for both the three and nine months ended September 30, 2019, respectively,March 31, 2020 and approximately $7.1 billion and $21.1 billion for the three and nine months ended September 30, 2018, respectively.2019. Wireless equipment revenues included in our Business segment amounted to approximately $880$752 million and $2.5 billion$765 million for the three and nine months ended September 30,March 31, 2020 and 2019, respectively, and approximately $845 million and $2.4 billion for the three and nine months ended September 30, 2018, respectively.
(2) 
As of end of period
(3) 
Includes certain adjustments

Business’s total operating revenues decreased 0.1%, and $155 million, or 0.7%,0.5% during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018. The decrease for both the three and nine months ended September 30, 2019, was primarily as a result of decreases in Global Enterprise and Wholesale revenues, partially offset by increases in Small and Medium Business and Public Sector and Other revenues.


Global Enterprise
Global Enterprise offers services to large businesses, which are identified based on their size and volume of business with Verizon, as well as non-U.S. public sector customers.

Global Enterprise revenues decreased $68$60 million, or 2.4%, and $338 million, or 4.0%2.2%, during the three and nine months ended September 30, 2019, respectivelyMarch 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily due to declines in traditional data and voice communication services as a result of competitive price pressures. These revenue decreases were partially offset by increases in both wireless service and customer premise equipment revenues.

Small and Medium Business
Small and Medium Business offers wireless services and equipment, tailored voice and networking products, Fios services, IP Networking,networking, advanced voice solutions, security and managed information technology services to our U.S.-based customers that do not meet the requirements to be categorized as Global Enterprise.

Small and Medium Business revenues increased $170$96 million, or 6.2%, and $487 million, or 6.2%3.5%, during the three and nine months ended September 30, 2019, respectivelyMarch 31, 2020, compared to the similar periodsperiod in 2018. These increases were2019, primarily due to an increase in wireless retail postpaid service revenue of 9.8% and 11.8%9.3% during the three and nine months ended September 30, 2019, respectively,March 31, 2020 as a result of increases in the amount of wireless retail postpaid connections. These increases were further driven by increased wireless equipment revenue resulting from a shift to higher priced units in the mix of wireless devices sold and increases in the number of wireless devices sold, increased revenue related to our wireless device protection package, as well as increased revenue related to Fios services. These revenue increases were partially offset by revenue declines related to the loss of voice and DSL service connections.connections and decreased wireless equipment revenue. Wireless equipment revenue decreased as a result of declines in the number of wireless devices sold primarily due to an elongation of the handset upgrade cycle, declines in activations and upgrades due to store closures as a result of COVID-19 and increased promotions. The decreases were partially offset by a shift to higher priced units in the mix of wireless devices sold.


For the three and nine months ended September 30, 2019,March 31, 2020, Fios revenues totaled $228$235 million and $684 million, respectively, and increased 12.9% and $87 million, or 14.5%, respectively,2.4% compared to the similar periods in 2018,2019, reflecting the increase in total connections, as well as increased demand infor higher broadband speeds.

Public Sector and Other
Public Sector and Other offers wireless products and services as well as wireline connectivity and managed solutions to U.S. federal, state and local governments and educational institutions. These services include the services offered by Consumer discussed above and business services and connectivity similar to the products and services offered by the Global Enterprise, group, in each case, with features and pricing designed to address the needs of governments and educational institutions.

Public Sector and Other revenues increased 1.2%, and $113 million, or 2.6%,0.2% during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018, respectively,2019, due to increases in networking and wireless retail postpaid service revenue as a result of an increase in wireless retail postpaid connections. Revenues also increased during the nine months ended September 30, 2019 duegross additions as federal, state and educational agencies have responded to increasesCOVID-19, partially offset by a decrease in customer premise equipment.traditional voice communication services.

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

Wholesale revenues decreased $127$77 million, or 13.7%, and $417 million, or 14.5%9.1%, during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018, respectively,2019, due to declines in core data and traditional voice services resulting from the effect of technology substitution and continuing contraction of market rates due to competition.

Operating Expenses
Three Months Ended    Nine Months Ended   Three Months Ended   
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Cost of services$2,666
 $2,657
 $9
 0.3 % $7,838
 $8,027
 $(189) (2.4)%$2,589
 $2,591
 $(2) (0.1)%
Cost of wireless equipment1,190
 1,110
 80
 7.2
 3,356
 3,247
 109
 3.4
1,090
 1,057
 33
 3.1
Selling, general and administrative expense2,042
 1,900
 142
 7.5
 5,984
 5,694
 290
 5.1
2,034
 1,981
 53
 2.7
Depreciation and amortization expense1,010
 1,072
 (62) (5.8) 3,098
 3,190
 (92) (2.9)1,014
 1,042
 (28) (2.7)
Total Operating Expenses$6,908
 $6,739
 $169
 2.5
 $20,276
 $20,158
 $118
 0.6
$6,727
 $6,671
 $56
 0.8

Cost of Services
Cost of services increased 0.3%, and decreased $189 million, or 2.4%, during the three and nine months ended September 30, 2019, compared to the similar periods in 2018. The increasewere unchanged during the three months ended September 30, 2019,March 31, 2020, compared to the similar period in 2018, was primarily due to increases in regulatory fees, which were partially offset by lower access costs resulting from a reduction of voice connections. The decrease during the nine months ended September 30, 2019, compared to the similar period in 2018, was primarily due to lower access costs resulting from a reduction of voice connections, as well as lower employee-related costs associated with the lower headcount resulting from the Voluntary Separation Program,which were offset by an increaseincreases in employee-related pension and other postemployment benefits and lower capitalized labor costs and regulatory fees.


Cost of Wireless Equipment
Cost of wireless equipment increased $80 million, or 7.2%, and $109 million, or 3.4%,3.1% during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily due to an increase in the number of wireless devices sold due to higher activations and upgrades primarily due to COVID-19 and a shift to higher priced units in the mix of wireless devices sold and an increase in the number of wireless devices sold.

Selling, General and Administrative Expense
Selling, general and administrative expense increased $142$53 million, or 7.5%, and $290 million, or 5.1%2.7%, during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018,2019, primarily driven by increases in compensation costs, advertising expenses and sales commission expense, which were partially offset by decreases in employee-related costs resulting from the Voluntary Separation Program.a one-time international tax benefit. The increase in sales commission expense was due to a lower net deferral of commission costs in the current year as compared to the prior year, as a result of the adoption of Topic 606 on January 1, 2018 using a modified retrospective approach.well as incremental sales compensation while our stores and agent locations are closed due to COVID-19.

Depreciation and Amortization Expense
Depreciation and amortization expense decreased $62 million, or 5.8%, and $92 million, or 2.9%,2.7% during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periodsperiod in 2018,2019, driven by the change in the mix of total Verizon depreciable assets and Business'sthe Business segment's usage of those assets.


Segment Operating Income and EBITDA 
Three Months Ended    Nine Months Ended   Three Months Ended   
September 30,  Increase/ September 30,  Increase/March 31,  Increase/
(dollars in millions)2019
 2018
 (Decrease) 2019
 2018
 (Decrease)2020
 2019
 (Decrease)
Segment Operating Income$977
 $1,154
 $(177) (15.3)% $3,096
 $3,369
 $(273) (8.1)%$954
 $1,048
 $(94) (9.0)%
Add Depreciation and amortization expense1,010
 1,072
 (62) (5.8)% 3,098
 3,190
 (92) (2.9)1,014
 1,042
 (28) (2.7)%
Segment EBITDA$1,987
 $2,226
 $(239) (10.7) $6,194
 $6,559
 $(365) (5.6)$1,968
 $2,090
 $(122) (5.8)
                      
Segment operating income margin12.4% 14.6%     13.2% 14.3%    12.4% 13.6%    
Segment EBITDA margin25.2% 28.2%     26.5% 27.9%    25.6% 27.1%    

The changes in the table above during the three and nine months ended September 30, 2019,March 31, 2020, compared to the similar periods in 2018,2019, were primarily a result of the factors described in connection with operating revenues and operating expenses.

Special Items
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Severance, pension and benefits charges (credits)          
Selling, general and administrative expense$
 $
 $
 $339
Other income (expense), net291
 (454) 195
 (454)$182
 $(96)
Acquisition and integration related charges       
Selling, general and administrative expense
 130
 
 344
Depreciation and amortization expense
 7
 
 20
Product realignment charges       
Cost of services
 
 
 303
Selling, general and administrative expense
 
 
 147
Equity in losses of unconsolidated businesses
 
 
 207
Depreciation and amortization expense
 
 
 1
Early debt redemption costs       
Other income (expense), net
 476
 1,544
 725
Net gain from dispositions of assets and businesses       
Loss on spectrum license auction   
Selling, general and administrative expense(261) 
 (261) 
1,195
 
Total$30
 $159
 $1,478
 $1,632
$1,377
 $(96)

The Consolidated Adjusted EBITDA non-GAAP measure presented in the Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA discussion (see "Consolidated Results of Operations") excludes all of the amounts included above, as described below.

The income and expenses related to special items included in our condensed consolidated results of operations were as follows:
Three Months Ended  Nine Months Ended Three Months Ended 
September 30,  September 30, March 31, 
(dollars in millions)2019
 2018
 2019
 2018
2020
 2019
Within Total Operating Expenses$(261) $137
 $(261) $1,154
$1,195
 $
Within Equity in losses of unconsolidated businesses
 
 
 207
Within Other income (expense), net291
 22
 1,739
 271
Within Other income, net182
 (96)
Total$30
 $159
 $1,478
 $1,632
$1,377
 $(96)


Severance, Pension and Benefits Charges (Credits)
During the three and nine months ended September 30, 2019,March 31, 2020, we recorded a net pre-tax remeasurement loss of $291$182 million and $195 million, respectively, in our pension plans triggered by the Voluntary Separation Program for select U.S.-based management employees and other headcount reduction initiatives. Pension and benefit activity was recorded in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur.

Severance charges recorded during the nine months ended September 30, 2018 were recorded in Selling, general and administrative expense and are exclusive of acquisition related severance charges.

During the three and nine months ended September 30, 2018, we recorded a net pre-tax remeasurement gain of $454 million triggered by the collective bargaining negotiations,settlements, primarily driven by a $1.1 billion credit$196 million charge mainly due to a changechanges in our discount rate assumptionand lump sum interest rate assumptions used to determine the current year liabilities of our pension plans, offset by a $599 million chargecredit due to the difference between our estimated return on assets and our actual return on assets. Pension and benefit activity was recorded in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur.

During the three months ended March 31, 2019, we recorded a net pre-tax remeasurement gain of $96 million in our pension plans triggered by the Voluntary Separation Program for select U.S.-based management employees and other headcount reduction initiatives, primarily driven by a $150 million credit due to the difference between our estimated return on assets and our actual return on assets, offset by a $54 million charge due to a change in our discount rate assumption used to determine the current year liabilities of our pension plans.
 
See Note 98 to the condensed consolidated financial statements for additional information related to our 2019 pension and benefits charges and credits.

Acquisition and Integration Related Charges
Acquisition and integration related charges recorded during the three and nine months ended September 30, 2018 primarily related to the acquisition of Yahoo’s operating business in June 2017.

Product Realignment Charges
Product realignment charges recorded during the nine months ended September 30, 2018 primarily related to the discontinuation of the go90 platform and associated content.

Early Debt Redemption Costs
During the nine months ended September 30, 2019, we recorded early debt redemption costs of $1.5 billion in connection with the tender offers of notes issued by Verizon with coupon rates ranging from 4.672% to 5.012% and maturity dates ranging from 2054 to 2055.

Loss on Spectrum License Auction
During the three and nine months ended September 30, 2018, we recorded early debt redemption costs of $476 million and $725 million, respectively, primarily related to the 2018 September tender offers for 8 series of notes issued by Verizon with coupon rates ranging from 3.850% to 5.012% with maturity dates ranging from 2039 to 2055. In addition, during the nine months ended September 30, 2018, we recorded losses on early debt redemptions mainly related to the 2018 March tender offers for 13 series of notes issued by Verizon with coupon rates ranging from 1.750% to 5.012% with maturity dates ranging from 2021 to 2055.

Net Gain from Dispositions of Assets and Businesses
During the three and nine months ended September 30, 2019,31, 2020, we recorded a pre-tax net gain from dispositionsloss of assets$1.2 billion as a result of the conclusion of the FCC incentive auction for spectrum licenses in the upper 37 GHz, 39 GHz and businesses of $261 million in connection with47 GHz bands. See Note 3 to the sale of various real estate properties and businesses.condensed consolidated financial statements for additional information.

Consolidated Financial Condition
Nine Months Ended   Three Months Ended   
September 30,   March 31,   
(dollars in millions)2019
 2018
 Change
2020
 2019
 Change
Cash Flows Provided By (Used In)          
Operating activities$26,748
 $26,244
 $504
$8,824
 $7,081
 $1,743
Investing activities(12,157) (13,136) 979
(6,980) (4,803) (2,177)
Financing activities(14,301) (12,421) (1,880)2,563
 (2,657) 5,220
Increase in cash, cash equivalents and restricted cash$290
 $687
 $(397)
Increase (decrease) in cash, cash equivalents and restricted cash$4,407
 $(379) $4,786

We use the net cash generated from our operations to fund expansion and modernization of our networks, service and repay external financing, pay dividends, invest in new businesses and, when appropriate, buy back shares of our outstanding common stock. Our sources of funds, primarily from operations and, to the extent necessary, from external financing arrangements, are sufficient to meet ongoing operating and investing requirements. We expect that our capital spending requirements will continue to be financed primarily through internally generated funds. Debt or equity financing may be needed to fund additional investments or development activities or to maintain an appropriate capital structure to ensure our financial flexibility. Our cash and cash equivalents are held both domestically and internationally, and are invested to maintain principal and provide liquidity. See "Market Risk" for additional information regarding our foreign currency risk management strategies.


Our available external financing arrangements include an active commercial paper program, credit available under credit facilities and other bank lines of credit, vendor financing arrangements, issuances of registered debt or equity securities, U.S. retail medium-term notes and other capital market securities that are privately-placed or offered overseas. In addition, we monetize our device payment plan agreement receivables through asset-backed debt transactions.

Cash Flows Provided By Operating Activities
Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities increased $504 million$1.7 billion during the ninethree months ended September 30, 2019,March 31, 2020, compared to the similar period in 2018,2019, primarily due to an increase in earnings and a decrease in discretionary contributions to qualified employee benefit plans, offset by changesimprovements in working capital, which includes an increase in cash income taxes, andthe voluntary separation program severance payments as a result of the Voluntary Separation Program during the nine months ended September 30, 2019, compared to the similar periodand an employee benefits contribution that did not repeat in 2018.2020. These comparative increases were partially offset by lower earnings. We made a $300 million and $1.7 billion in discretionary employee benefits contributionscontribution during the nine months ended September 30,first quarter of 2019 and 2018, respectively, to our defined benefit pension plan. As a result of the 2019 discretionary pension contributions,contribution, we expect that there will be no required pension funding until 2024, which will continue2026, subject to benefit future cash flows. Further,changes in market conditions. The 2019 contribution also improved the funded status of our qualified pension plan improved as a result of the contributions.plan.

Cash Flows Used In Investing Activities
Capital Expenditures
Capital expenditures continue to relate primarily to ourthe use of capital resources to facilitate the introduction of new products and services, enhance our responsiveness to competitive challenges, maintain our existing infrastructure and increase the operating efficiency and productivity of our networks.


Capital expenditures, including capitalized software, for the three months ended March 31, 2020 and 2019 were as follows:
 Nine Months Ended 
 September 30, 
(dollars in millions)2019
 2018
Capital expenditures (including capitalized software)$12,332
 $12,026
Total as a percentage of revenue12.7% 12.5%

$5.3 billion and $4.3 billion, respectively. Capital expenditures increased $1.0 billion, or 23.6%, during the ninethree months ended September 30,March 31, 2020, compared to the similar period in 2019, primarily due to an increase in investments to support multi-use fiber assets, which support the densification of our 4G LTE network and our 5G technology deployment. Our investments are primarily related to network infrastructure to support the business.

Acquisitions
In 2019,March 2020, the FCC completed two millimeter wavean incentive auction for spectrum license auctions.licenses. Through September 30, 2019,March 31, 2020, we paid cash deposits of approximately $521$325 million, for spectrum licensesincluding $101 million paid in connection with these auctions.December 2019. The remaining $1.3 billion payment was made in April 2020. See Note 3 to the condensed consolidated financial statements for additional information.
During the three months ended March 31, 2020, we entered into and completed various other wireless license acquisitions for cash consideration of approximately $146 million.

Other
During the ninethree months ended September 30, 2019,March 31, 2020, we completed various other acquisitions for an insignificant amountposted $1.3 billion of cash consideration.

Disposition
During 2019, we received gross proceeds of approximately $1.0 billionfor a sale-leaseback transaction for buildings and real estate.derivative collateral. See Note 57 to the condensed consolidated financial statements for additional information.

Cash Flows Used InProvided By (Used In) Financing Activities
We seek to maintain a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. During the ninethree months ended September 30,March 31, 2020, net cash provided by financing activities was $2.6 billion. During the three months ended March 31, 2019, and 2018, net cash used in financing activities was $14.3 billion and $12.4 billion, respectively.$2.7 billion.

During the ninethree months ended September 30, 2019,March 31, 2020, our net cash used inprovided by financing activities of $14.3$2.6 billion was primarily driven by proceeds from long-term borrowings of $5.8 billion and proceeds from asset-backed long-term borrowings of $2.8 billion. These proceeds were partially offset by repayments, redemptions and repurchases of long-term borrowings and finance lease obligations of $12.5$1.7 billion, cash dividends of $7.5$2.5 billion, and repayments of asset-backed long-term borrowings of $5.3 billion. These uses of cash were partially offset by proceeds from long-term borrowings of $8.4$2.2 billion and proceeds from asset-backed long-term borrowings of $4.0 billion.

At September 30,March 31, 2020, our total debt of $117.7 billion included unsecured debt of $104.7 billion and secured debt of $13.0 billion. At December 31, 2019, our total debt of $109.6$111.5 billion included unsecured debt of $100.8$99.1 billion and secured debt of $8.8 billion. At December 31, 2018, our total debt of $113.1 billion included unsecured debt of $103.0 billion and secured debt of $10.1$12.4 billion. During the ninethree months ended September 30,March 31, 2020 and 2019, and 2018, our effective interest rate was 4.2% and 4.8%., respectively. See Note 65 to the condensed consolidated financial statements for additional information regarding our debt activity.


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

Asset-Backed Debt
Cash collections on the device payment plan agreement receivables collateralizing asset-backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets.

Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued and the assets securing this debt are included in our condensed consolidated balance sheets.

See Note 65 to the condensed consolidated financial statements for additional information.

Other, net
Other, net financing activities during the ninethree months ended September 30, 2019March 31, 2020 includes $526$700 million premium paid due to early extinguishment of debt.in short-term uncommitted credit facility borrowing.


Long-Term Credit Facilities
     At March 31, 2020 
(dollars in millions)Maturities Facility Capacity
 Unused Capacity
 Principal Amount Outstanding
Verizon revolving credit facility (1)
2022 $9,500
 $9,391
 N/A
Various export credit facilities (2)
2022-2027 5,500
 
 4,382
Total  $15,000
 $9,391
 $4,382
As of September 30, 2019, the unused borrowing capacity under our $9.5 billion credit facility was approximately $9.4 billion.(1) The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. We use theThe revolving credit facility provides for the issuance of letters of credit and for general corporate purposes.credit.

In March 2016, we entered into a $1.0 billion credit facility insured by Eksportkreditnamnden, an export credit agency, with a maturity date of December 2024. As of September 30, 2019, the outstanding balance was $647 million. We used this credit facility to finance network equipment-related purchases.(2)

In July 2017, we entered intoThese credit facilities insured by various export credit agencies providing us with the ability to borrow up to $4.0 billionwere used to finance equipment-related purchases withpurchases. Borrowings under certain of these facilities amortize semi-annually in equal installments up to the applicable maturity dates ranging from July 2022 to May 2027. The facilities have multiple borrowings available, portions of which extend through October 2019 contingent upon the amount of eligible equipment-related purchases that we make. During the nine months ended September 30, 2019, we drew $874 million from these facilities. As of September 30, 2019, we had an outstanding balance of $3.4 billion.dates.

Dividends
As in prior periods, dividend payments were a significant use of capital resources. We paid $7.5 billion and $7.3$2.5 billion in cash dividends during both the ninethree months ended September 30, 2019March 31, 2020 and 2018, respectively.2019.

Covenants
Our credit agreements contain covenants that are typical for large, investment grade companies. These covenants include requirements to pay interest and principal in a timely fashion, pay taxes, maintain insurance with responsible and reputable insurance companies, preserve our corporate existence, keep appropriate books and records of financial transactions, maintain our properties, provide financial and other reports to our lenders, limit pledging and disposition of assets and mergers and consolidations, and other similar covenants.

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

Change In Cash, Cash Equivalents and Restricted Cash
Our Cash and cash equivalents at September 30, 2019March 31, 2020 totaled $3.0$7.0 billion, a $275 million$4.5 billion increase compared to December 31, 2018,2019, primarily as a result of the factors discussed above.

Restricted cash totaled $1.2$1.3 billion at both September 30, 2019March 31, 2020 and December 31, 2018,2019, primarily related to cash collections on the device payment plan agreement receivables that are required at certain specified times to be placed into segregated accounts.

Free Cash Flow
Free cash flow is a non-GAAP financial measure that reflects an additional way of viewing our liquidity that, we believe, when viewed with our GAAP results, provides management, investors and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. Free cash flow is calculated by subtracting capital expenditures (including capitalized software) from net cash provided by operating activities. We believe it is a more conservative measure of cash flow since purchases of fixed assets are necessary for ongoing operations. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. For example, free cash flow does not incorporate payments made on finance lease obligations or cash payments for business acquisitions.acquisitions or wireless licenses. Therefore, we believe it is important to view free cash flow as a complement to our entire condensed consolidated statements of cash flows.


The following table reconciles net cash provided by operating activities to free cash flow:
Nine Months Ended   Three Months Ended   
September 30,   March 31,   
(dollars in millions)2019
 2018
 Change
2020
 2019
 Change
Net cash provided by operating activities$26,748
 $26,244
 $504
$8,824
 $7,081
 $1,743
Less Capital expenditures (including capitalized software)12,332
 12,026
 306
5,274
 4,268
 1,006
Free cash flow$14,416
 $14,218
 $198
$3,550
 $2,813
 $737

The increasechanges in free cash flow during the ninethree months ended September 30, 2019,March 31, 2020, compared to the similar period in 2018, is a reflection of2019, were primarily due to improvements in working capital, which includes the increasevoluntary separation program severance payments and an employee benefits contribution that did not repeat in operating cash flows,2020. These comparative increases were partially offset by thelower earnings and an increase in capital expenditures discussed above.expenditures. We made a $300 million discretionary employee benefits contribution during the first quarter of 2019 to our defined benefit pension plan. As a result of the 2019 discretionary pension contribution, we expect that there will be no required pension funding until 2026, subject to changes in market conditions. The 2019 contribution also improved the funded status of our qualified pension plan.


Market Risk
We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes, foreign currency exchange rate fluctuations, changes in investment, equity and commodity prices and changes in corporate tax rates. We employ risk management strategies, which may include the use of a variety of derivatives including but not limited to, cross currency swaps, forward starting interest rate swaps, interest rate swaps, interest rate caps, treasury rate locks and foreign exchange forwards. We do not hold derivatives for trading purposes.

It is our general policy to enter into interest rate, foreign currency and other derivative transactions only to the extent necessary to achieve our desired objectives in optimizing exposure to various market risks. Our objectives include maintaining a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. We do not hedge our market risk exposure in a manner that would completely eliminate the effect of changes in interest rates and foreign exchange rates on our earnings.

Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (ISDA master agreements) and credit support annex (CSA) agreements which provide rules for collateral exchange. Negotiations and executions of new ISDA master agreements and CSA agreements with our counterparties continued throughout 2018 and 2019. The newly executed CSA agreements contain rating based thresholds such that we or our counterparties may be required to hold or post collateral based upon changes in outstanding positions as compared to established thresholds and changes in credit ratings. At September 30,March 31, 2020, we held $0.1 billion and posted $1.3 billion of collateral related to derivative contracts under collateral exchange agreements, which were recorded as Other current liabilities and Prepaid expenses and other, respectively, in our condensed consolidated balance sheets. At December 31, 2019, we held an insignificant amount and at December 31, 2018, we posted approximately $0.1 billion of collateral related to derivative contracts under collateral exchange arrangements, which were recorded as Other current liabilities and Prepaid expenses and other, respectively, in our condensed consolidated balance sheets. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk remote and do not expect that any such nonperformance would result in a significant effect on our results of operations or financial condition due to our diversified pool of counterparties. See Note 87 to the condensed consolidated financial statements for additional information regarding the derivative portfolio.

Interest Rate Risk
We are exposed to changes in interest rates, primarily on our short-term debt and the portion of long-term debt that carries floating interest rates. As of September 30, 2019,March 31, 2020, approximately 81%78% of the aggregate principal amount of our total debt portfolio consisted of fixed rate indebtedness, including the effect of interest rate swap agreements designated as hedges. The impact of a 100-basis-point change in interest rates affecting our floating rate debt would result in a change in annual interest expense, including our interest rate swap agreements that are designated as hedges, of approximately $217$268 million. The interest rates on our existing long-term debt obligations are unaffected by changes to our credit ratings.

Certain of our floating rate debt and our interest rate derivative transactions utilize interest rates that are linked to the London Inter-Bank Offered Rate (LIBOR) as the benchmark rate. LIBOR is the subject of recent U.S. and international regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to become unavailable or to perform or be reported differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our floating rate debt or exposure under our interest rate derivative transactions. We do not anticipate a significant impact to our financial position given our current mix of variable and fixed-rate debt, taking into account the impact of our interest rate hedging.

Interest Rate Swaps
We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates that are currently based on the London Interbank Offered Rate,LIBOR, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. At September 30,March 31, 2020, the fair value of the asset and liability of these contracts were $1.9 billion and $344 million, respectively. At December 31, 2019, the fair value of the asset and liability of these contracts were $849$568 million and $212$173 million, respectively. At DecemberMarch 31, 2018, the fair value of the asset and liability of these contracts were insignificant and $813 million, respectively. At September 30, 20192020 and December 31, 2018,2019, the total notional amount of the interest rate swaps was $17.0$17.9 billion and $19.8$17.0 billion, respectively.


Forward Starting Interest Rate Swaps
We have entered into forward starting interest rate swaps designated as cash flow hedges in order to manage our exposure to interest rate changes on future forecasted transactions. At September 30,March 31, 2020, the fair value of the liability of these contracts was $1.2 billion. At December 31, 2019, the fair value of the liability of these contracts was $886$604 million. At DecemberMarch 31, 2018, the fair value of the liability of these contracts was $60 million. At September 30, 20192020 and December 31, 2018,2019, the total notional amount of the forward starting interest rate swaps was $3.0$2.0 billion and $4.0$3.0 billion, respectively.

Interest Rate Caps
We also have interest rate caps which we use as an economic hedge but for which we have elected not to apply hedge accounting. We enter into interest rate caps to mitigate our interest exposure to interest rate increases on our ABS Financing Facilities and ABS Notes. The fair value of the asset and liability of these contracts were insignificant at both September 30, 2019March 31, 2020 and December 31, 2018.2019. At September 30, 2019March 31, 2020 and December 31, 2018,2019, the total notional value of these contracts was $975$409 million and $2.2 billion,$679 million, respectively.


Foreign Currency TranslationRisk
The functional currency for our foreign operations is primarily the local currency. The translation of income statement and balance sheet amounts of our foreign operations into U.S. dollars is recorded as cumulative translation adjustments, which are included in Accumulated other comprehensive income in our condensed consolidated balance sheets. Gains and losses on foreign currency transactions are recorded in the condensed consolidated statements of income in Other income, (expense), net. At September 30, 2019,March 31, 2020, our primary translation exposure was to the British Pound Sterling, Euro, Australian Dollar and Japanese Yen.

Cross Currency Swaps
We have entered into cross currency swaps designated as cash flow hedges to exchange our British Pound Sterling, Euro, Swiss Franc and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses. The fair value of the asset of these contracts was $79 million at September 30, 2019 and $220 million at DecemberAt March 31, 2018. At September 30, 2019 and December 31, 2018,2020 the fair value of the liability of these contracts was $1.4 billion$3.7 billion. At December 31, 2019 the fair value of the asset and $536liability of these contracts was $211 million and $912 million, respectively. At September 30, 2019both March 31, 2020 and December 31, 2018,2019, the total notional amount of the cross currency swaps was $22.2 billion and $16.6 billion, respectively.$23.1 billion.

Foreign Exchange Forwards
We also have foreign exchange forwards which we use as an economic hedge but for which we have elected not to apply hedge accounting. We enter into British Pound Sterling and Euro foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries. At September 30,both March 31, 2020 and December 31, 2019, the fair value of the liabilityasset of these contracts was insignificant. At September 30, 2019March 31, 2020 and December 31, 2018,2019, the total notional amount of the foreign exchange forwards was $1.1$1.0 billion and $600 million,$1.1 billion, respectively.

Acquisitions and Divestitures
Spectrum License Transactions
From time to time, we enter into agreements to buy, sell or exchange spectrum licenses. We believe these spectrum license transactions have allowed us to continue to enhance the reliability of our wireless network, while also resulting in a more efficient use of spectrum. See Note 3 to the condensed consolidated financial statements for additional information.

Other
From time to time, we enter into strategic agreements to acquire various other businesses and investments. See Note 3 to the condensed consolidated financial statements for additional information. In April 2020, we entered into a definitive purchase agreement to acquire Blue Jeans Network, Inc., an enterprise-grade video conferencing and event platform, whose services will be sold to Business customers globally. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the second quarter of 2020.

Other Factors That May Affect Future Results
Regulatory and Competitive Trends
There have been no material changesThe information related to our Regulatory and Competitive Trends as previously disclosed in Part I, Item I. "Business" included in our CurrentAnnual Report on Form 8-K dated August 8, 2019.

Environmental Matters
Reserves have been established to cover environmental matters relating to discontinued businesses and past telecommunications activities. These reserves include funds to address contamination at10-K for the site of a former Sylvania facility in Hicksville, NY, which had processed nuclear fuel rods inyear ended December 31, 2019 is updated by the 1950s and 1960s. In September 2005, the Army Corps of Engineers (ACE) accepted the site into its Formerly Utilized Sites Remedial Action Program. As a result, the ACE has taken primary responsibility for addressing the contamination at the site. An adjustment to the reserves may be made after a cost allocation is conducted with respect to the past and future expenses of alldisclosure included above under "Impacts of the parties. Adjustments to the environmental reserve may also be made based upon the actual conditions found at other sites requiring remediation.


Recently Issued Accounting Standards
See Note 1 to the condensed consolidated financial statements for a discussion of recently issued accounting standard updates not yet adopted as of September 30, 2019.Recent Novel Coronavirus (COVID-19)".

 Cautionary Statement Concerning Forward-Looking Statements
In this report we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "anticipates," "believes," "estimates," "expects," "hopes" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following important factors, along with those discussed elsewhere in this report and in other filings with the Securities and Exchange Commission (SEC), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements:

cyber attacks impacting our networks or systems and any resulting financial or reputational impact;

natural disasters, terrorist attacks or acts of war or significant litigation and any resulting financial or reputational impact;

the impact of the recent global outbreak of COVID-19 on our operations, our employees and the ways in which our customers use our networks and other products and services;

disruption of our key suppliers’ or vendors' provisioning of products or services, including as a result of the COVID-19 outbreak;

material adverse conditionschanges in the U.S.labor matters and international economies;any resulting financial or operational impact;

the effects of competition in the markets in which we operate;

materialfailure to take advantage of developments in technology and address changes in technology or technology substitution;consumer demand;

disruptionperformance issues or delays in the deployment of our key suppliers’ provisioning5G network resulting in significant costs or a reduction in the anticipated benefits of products or services;the enhancement to our networks;

the inability to implement our business strategy;

adverse conditions in the U.S. and international economies;

changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks;

breaches of network or information technology security, natural disasters, terrorist attacks or acts of war or significant litigation and any resulting financial impact not covered by insurance;business;

our high level of indebtedness;

an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing;

material adverse changes in labor matters, including labor negotiations, and any resulting financial and/or operational impact;

significant increases in benefit plan costs or lower investment returns on plan assets;

changes in tax laws or treaties, or in their interpretation; and

changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings;

the inability to implement our business strategies; and

the inability to realize the expected benefits of strategic transactions.earnings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information relating to market risk is included in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption "Market Risk."


Item 4. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report, that ensure that information relating to the registrant which is required to be disclosed in this report is recorded, processed, summarized and reported within required time periods using the criteria for effective internal control established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the registrant’s disclosure controls and procedures were effective as of September 30, 2019.March 31, 2020.

In the ordinary course of business, we routinely review our system of internal control over financial reporting and make changes to our systems and processes that are intended to ensure an effective internal control environment. There were no changes in the Company’s internal control over financial reporting during the thirdfirst quarter of 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information
Item 1. Legal Proceedings
In October 2013, the California Attorney General’s Office notified certain Verizon companies of potential violations of California state hazardous waste statutes primarily arising from the disposal of electronic components, batteries and aerosol cans at certain California facilities. We are cooperating with this investigation and continue to review our operations relating to the management of hazardous waste. While penalties relating to the alleged violations could exceed $100,000, we do not expect that any penalties ultimately incurred will be material.

See Note 1211 to the condensed consolidated financial statements for additional information regarding legal proceedings.


Item 1A. Risk Factors
ThereExcept as stated below, 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, 2018.2019.

Operational Risks
Public health crises, including the recent novel coronavirus (COVID-19) outbreak, could materially adversely affect our business, financial condition and results of operations.
We are subject to risks related to public health crises, such as the recent outbreak of COVID-19. Our business is based on our ability to provide products and services to customers throughout the United States and around the world and the ability of those customers to use and pay for those products and services for their businesses and in their daily lives. As a result, our business, financial condition and results of operations could be materially adversely affected by a crisis, like the COVID-19 outbreak, that significantly impacts the way customers use and are able to pay for our products and services, the way our employees are able to provide services to our customers, and the ways that our partners and suppliers are able to provide products and services to us. For example, public and private sector policies and initiatives to reduce the transmission of COVID-19 and initiatives Verizon has taken in response to the health crisis to promote the health and safety of our employees and provide critical infrastructure and connectivity to our customers, along with the related global slowdown in economic activity, have resulted in decreased revenues, increased costs and lower earnings per share during the first quarter of 2020, and we expect these impacts on our revenues and expenses to continue through the duration of the crisis and for as long as we maintain the applicable policies and initiatives we have put in place in response to the crisis. 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. Because the severity, magnitude and duration of the COVID-19 outbreak and its economic consequences are uncertain and rapidly changing, the impact on our business, financial condition and results of operations remains uncertain and difficult to predict. In addition, the ultimate impact of the COVID-19 outbreak on our business, financial condition and results of operations depends on many factors, including those discussed above, that are not within our control.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In March 2017,February 2020, the Verizon Board of Directors authorized a share buyback program to repurchase up to 100 million shares of the Company’sCompany's common stock. The program will terminate when the aggregate number of shares purchased reaches 100 million, or ata new share repurchase plan superseding the close of business on February 28, 2020,current plan is authorized, whichever is sooner. Under the program, shares may be repurchased in privately negotiated transactions, and on the open market, or otherwise, including through plans complying with Rule 10b5-1(c)10b5-1 under the Exchange Act. The timing and number of shares purchased under the program, if any, will depend on market conditions and the Company’sCompany's capital allocation priorities.

Verizon did not repurchase any shares of Verizon common stock during the three months ended September 30, 2019.March 31, 2020. At September 30, 2019,March 31, 2020, the maximum number of shares that could be purchased by or on behalf of Verizon under our share buyback program was 100 million.


Item 6. Exhibits
Exhibit
Number
 Description
10aForm of 2020 Performance Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term
Incentive Plan.
10bForm of 2020 Restricted Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term
Incentive Plan.
   
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
  
101.SCH XBRL Taxonomy Extension Schema Document.
  
101.PRE XBRL Taxonomy Presentation Linkbase Document.
  
101.CAL XBRL Taxonomy Calculation Linkbase Document.
  
101.LAB XBRL Taxonomy Label Linkbase Document.
  
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
  
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  VERIZON COMMUNICATIONS INC.
   
Date: October 30, 2019April 27, 2020 By /s/ Anthony T. Skiadas
    Anthony T. Skiadas
    Senior Vice President and Controller
    (Principal Accounting Officer)

Exhibit
Number
 Description
Form of 2020 Performance Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term
Incentive Plan.
Form of 2020 Restricted Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-Term
Incentive Plan.
   
 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
  
101.SCH XBRL Taxonomy Extension Schema Document.
  
101.PRE XBRL Taxonomy Presentation Linkbase Document.
  
101.CAL XBRL Taxonomy Calculation Linkbase Document.
  
101.LAB XBRL Taxonomy Label Linkbase Document.
  
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
   
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
   


5653