Verizon Communications (VZ) 10-K risk factor changes: FY2024 vs FY2023

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| [removed: 1.625%] [added: 3.500%] Notes due [removed: 2024] [added: 2032] | | | | | | VZ [removed: 24B] [added: 32B] | | | | | | New York Stock Exchange | | |

| [removed: 4.073%] [added: 3.750%] Notes due [removed: 2024] [added: 2036] | | | | | | VZ [removed: 24C] [added: 36B] | | | | | | New York Stock Exchange | | |

At June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately [removed: $156.3] [added: $173.6] billion.

At January 31, [removed: 2024, 4,204,272,443] [added: 2025, 4,209,703,958] shares of the registrant’s common stock were outstanding, after deducting [removed: 87,161,203] [added: 81,729,688] shares held in treasury.

Portions of the [removed: registrant’s] [added: registrant's] definitive Proxy Statement to be delivered to shareholders in connection with the [removed: registrant’s 2024] [added: registrant's 2025] Annual Meeting of Shareholders (Part III).

| Item 1. | | | [removed: [Business](#ic34eec9bcdcd4bf8890cead9d2830552_13)] [added: [Business](#i1da8bfafa1cd48a5a9f25432356b4db8_13)] | | | [removed: [4](#ic34eec9bcdcd4bf8890cead9d2830552_13)] [added: [4](#i1da8bfafa1cd48a5a9f25432356b4db8_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic34eec9bcdcd4bf8890cead9d2830552_61)] [added: Factors](#i1da8bfafa1cd48a5a9f25432356b4db8_61)] | | | [removed: [13](#ic34eec9bcdcd4bf8890cead9d2830552_61)] [added: [13](#i1da8bfafa1cd48a5a9f25432356b4db8_61)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic34eec9bcdcd4bf8890cead9d2830552_64)] [added: Comments](#i1da8bfafa1cd48a5a9f25432356b4db8_64)] | | | [removed: [18](#ic34eec9bcdcd4bf8890cead9d2830552_64)] [added: [19](#i1da8bfafa1cd48a5a9f25432356b4db8_64)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ic34eec9bcdcd4bf8890cead9d2830552_67)] [added: [Cybersecurity](#i1da8bfafa1cd48a5a9f25432356b4db8_67)] | | | [removed: [18](#ic34eec9bcdcd4bf8890cead9d2830552_67)] [added: [19](#i1da8bfafa1cd48a5a9f25432356b4db8_67)] | | |

| Item 2. | | | [removed: [Properties](#ic34eec9bcdcd4bf8890cead9d2830552_70)] [added: [Properties](#i1da8bfafa1cd48a5a9f25432356b4db8_70)] | | | [removed: [20](#ic34eec9bcdcd4bf8890cead9d2830552_70)] [added: [21](#i1da8bfafa1cd48a5a9f25432356b4db8_70)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic34eec9bcdcd4bf8890cead9d2830552_73)] [added: Proceedings](#i1da8bfafa1cd48a5a9f25432356b4db8_73)] | | | [removed: [20](#ic34eec9bcdcd4bf8890cead9d2830552_73)] [added: [21](#i1da8bfafa1cd48a5a9f25432356b4db8_73)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic34eec9bcdcd4bf8890cead9d2830552_76)] [added: Disclosures](#i1da8bfafa1cd48a5a9f25432356b4db8_76)] | | | [removed: [20](#ic34eec9bcdcd4bf8890cead9d2830552_76)] [added: [21](#i1da8bfafa1cd48a5a9f25432356b4db8_76)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic34eec9bcdcd4bf8890cead9d2830552_82)] [added: Securities](#i1da8bfafa1cd48a5a9f25432356b4db8_82)] | | | [removed: [21](#ic34eec9bcdcd4bf8890cead9d2830552_82)] [added: [22](#i1da8bfafa1cd48a5a9f25432356b4db8_82)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ic34eec9bcdcd4bf8890cead9d2830552_85)] [added: [\[Reserved\]](#i1da8bfafa1cd48a5a9f25432356b4db8_85)] | | | [removed: [21](#ic34eec9bcdcd4bf8890cead9d2830552_85)] [added: [22](#i1da8bfafa1cd48a5a9f25432356b4db8_85)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic34eec9bcdcd4bf8890cead9d2830552_91)] [added: Operations](#i1da8bfafa1cd48a5a9f25432356b4db8_91)] | | | [removed: [22](#ic34eec9bcdcd4bf8890cead9d2830552_91)] [added: [23](#i1da8bfafa1cd48a5a9f25432356b4db8_91)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic34eec9bcdcd4bf8890cead9d2830552_172)] [added: Risk](#i1da8bfafa1cd48a5a9f25432356b4db8_175)] | | | [removed: [47](#ic34eec9bcdcd4bf8890cead9d2830552_172)] [added: [49](#i1da8bfafa1cd48a5a9f25432356b4db8_175)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic34eec9bcdcd4bf8890cead9d2830552_175)] [added: Data](#i1da8bfafa1cd48a5a9f25432356b4db8_178)] | | | [removed: [50](#ic34eec9bcdcd4bf8890cead9d2830552_175)] [added: [51](#i1da8bfafa1cd48a5a9f25432356b4db8_178)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic34eec9bcdcd4bf8890cead9d2830552_277)] [added: Disclosure](#i1da8bfafa1cd48a5a9f25432356b4db8_271)] | | | [removed: [104](#ic34eec9bcdcd4bf8890cead9d2830552_277)] [added: [107](#i1da8bfafa1cd48a5a9f25432356b4db8_271)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic34eec9bcdcd4bf8890cead9d2830552_280)] [added: Procedures](#i1da8bfafa1cd48a5a9f25432356b4db8_274)] | | | [removed: [104](#ic34eec9bcdcd4bf8890cead9d2830552_280)] [added: [107](#i1da8bfafa1cd48a5a9f25432356b4db8_274)] | | |

| Item 9B. | | | [Other [removed: Information](#ic34eec9bcdcd4bf8890cead9d2830552_292)] [added: Information](#i1da8bfafa1cd48a5a9f25432356b4db8_286)] | | | [removed: [105](#ic34eec9bcdcd4bf8890cead9d2830552_292)] [added: [108](#i1da8bfafa1cd48a5a9f25432356b4db8_286)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic34eec9bcdcd4bf8890cead9d2830552_295)] [added: Inspections](#i1da8bfafa1cd48a5a9f25432356b4db8_289)] | | | [removed: [105](#ic34eec9bcdcd4bf8890cead9d2830552_295)] [added: [108](#i1da8bfafa1cd48a5a9f25432356b4db8_289)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic34eec9bcdcd4bf8890cead9d2830552_301)] [added: Governance](#i1da8bfafa1cd48a5a9f25432356b4db8_295)] | | | [removed: [105](#ic34eec9bcdcd4bf8890cead9d2830552_301)] [added: [108](#i1da8bfafa1cd48a5a9f25432356b4db8_295)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic34eec9bcdcd4bf8890cead9d2830552_304)] [added: Compensation](#i1da8bfafa1cd48a5a9f25432356b4db8_298)] | | | [removed: [105](#ic34eec9bcdcd4bf8890cead9d2830552_304)] [added: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_298)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic34eec9bcdcd4bf8890cead9d2830552_307)] [added: Matters](#i1da8bfafa1cd48a5a9f25432356b4db8_301)] | | | [removed: [106](#ic34eec9bcdcd4bf8890cead9d2830552_307)] [added: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_301)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic34eec9bcdcd4bf8890cead9d2830552_310)] [added: Independence](#i1da8bfafa1cd48a5a9f25432356b4db8_304)] | | | [removed: [106](#ic34eec9bcdcd4bf8890cead9d2830552_310)] [added: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_304)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ic34eec9bcdcd4bf8890cead9d2830552_313)] [added: Services](#i1da8bfafa1cd48a5a9f25432356b4db8_307)] | | | [removed: [106](#ic34eec9bcdcd4bf8890cead9d2830552_313)] [added: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_307)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic34eec9bcdcd4bf8890cead9d2830552_319)] [added: Schedules](#i1da8bfafa1cd48a5a9f25432356b4db8_313)] | | | [removed: [107](#ic34eec9bcdcd4bf8890cead9d2830552_319)] [added: [110](#i1da8bfafa1cd48a5a9f25432356b4db8_313)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ic34eec9bcdcd4bf8890cead9d2830552_328)] [added: Summary](#i1da8bfafa1cd48a5a9f25432356b4db8_322)] | | | [removed: [111](#ic34eec9bcdcd4bf8890cead9d2830552_328)] [added: [114](#i1da8bfafa1cd48a5a9f25432356b4db8_322)] | | |

Verizon Communications Inc. (the Company) is a holding company that, acting through its subsidiaries (together with the Company, collectively, Verizon), is one of the world’s leading providers of communications, technology, information and [removed: entertainment] [added: streaming] products and services to consumers, businesses and government entities.

We have two reportable segments that we operate and manage as strategic business units - [removed: Verizon] Consumer [removed: Group (Consumer)] and [removed: Verizon Business Group (Business).][added: Business.]

In [removed: 2023,] [added: 2024,] the Consumer segment’s revenues were [removed: $101.6] [added: $102.9] billion, representing approximately 76% of Verizon’s consolidated revenues.

As of December 31, [removed: 2023,] [added: 2024,] Consumer had approximately 115 million wireless retail connections (including FWA), of which [removed: 82%] [added: 83%] are postpaid connections.

In addition, at December 31, [removed: 2023,] [added: 2024,] Consumer had approximately [removed: 9] [added: 10] million total broadband connections (which includes Fios internet, [added: FWA and] Digital Subscriber Line (DSL) [removed: and FWA] connections), and approximately 3 million Fios video connections.

Our Business segment provides wireless and wireline communications services and products, including FWA broadband, data, video and [removed: conferencing] [added: advanced communication] 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, [removed: government] [added: public sector] customers and wireless and wireline carriers across the U.S. and a subset of these products and services to customers around the world.

In [removed: 2023,] [added: 2024,] the Business segment's revenues were [removed: $30.1] [added: $29.5] billion, representing approximately 22% of Verizon’s consolidated revenues.

As of December 31, [removed: 2023,] [added: 2024,] Business had approximately [removed: 30] [added: 31] million wireless retail postpaid connections (including FWA) and approximately 2 million total broadband connections (which includes Fios internet, [removed: DSL and] FWA [added: and DSL] connections).

[added: Additional discussion of our reportable segments is included in Item 7] under the headings "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview" and "— Segment Results of Operations" and in Note 13 to the consolidated financial statements included in this Annual Report.

Our Business segment’s wireless and wireline products and services are organized by the primary customer groups [removed: targeted by] [added: for] these offerings: Enterprise and Public Sector, Business Markets and Other, and Wholesale.

| [Signatures](#i1da8bfafa1cd48a5a9f25432356b4db8_325) | | | | | | [114](#i1da8bfafa1cd48a5a9f25432356b4db8_325) | | |

Our Consumer Group offers customizable, personalized phone plans for retail customers, allowing them to design the plan that fits their needs, including access to their preferred content and services (which we call “perks”).

We also offer plans for customers who want access to Verizon’s network at a lower price point, as well as discounts and special rate plans for qualifying customers.

Our Business customers can choose from a variety of plans with different features to meet their specific needs.

Oftentimes, we offer promotional trade in offers to incentivize new customers or existing customer upgrades.

Our offerings to this customer group include plans with features and pricing designed to address their specific needs.

Our Networks

We design, build and operate networks to provide connectivity and related services meeting the needs of our diverse customers: consumers, businesses, government organizations and educational institutions.

- *Technologies* – Our networks leverage advanced technologies, including 5G wireless, fiber-based transport, cloud infrastructures, private networks and IP routing solutions.

- *Scale and geography* – We operate a national network covering over 146 million wireless retail connections as of December 31, 2024.

In addition to our significant U.S. infrastructure, we have a presence globally and relationships with many operators and partners allowing us to service multinational network needs.

- *Services and capabilities* – We provide connectivity, access to the internet, voice calling, text messaging and both linear and streaming video capabilities.

Beyond these basic services, our network solutions include advanced services and capabilities such as E911, first responder solutions and private networking solutions.

- *Reliability* – We strive to design and deploy reliable networks.

We test our networks for reliability and use various methods and procedures to maintain network availability, capability and capacity.

We are evolving and transforming our networks to ensure our customers receive access to the best network possible.

Areas of evolution and transformation include:

- *5G Wireless* – Verizon has driven the conversion from 4G to 5G through a sequence of network changes involving the radio access network, the core network infrastructure and change to the devices connecting to the network.

Our evolution to 5G with its new architecture allows us to simplify operations by eliminating legacy network elements.

Network densification enables us to increase coverage, improve quality of service and add capacity to accommodate an increasing number of users.

It also supports our growing FWA business and growing bandwidth needs for uses such as streaming and video content creation.

- *Virtualization* – We are leveraging the benefits of cloud computing and storage as we evolve our network infrastructure.

Our private cloud infrastructure allows us to use shared compute, storage and networking resources rather than building unique physical instances for our network infrastructure.

In response to growing bandwidth demand, we have upgraded and increased our long-haul core fiber-based transport capacity as well as our IP network capacity and efficiency.

We continue to build local fiber networks by adding fiber connectivity to premises, venues, cell tower locations and data centers.

- *Energy efficiency* – We strive to improve the energy efficiency of our networks, facilities and fleet.

We are balancing increased energy needs from ongoing expansion and densification of our networks with initiatives to effectively manage energy consumption, including using more energy-efficient equipment, discontinuing or migrating legacy services and pursuing opportunities to use renewable energy sources.

We also continue to evolve the in-home broadband router element to bring new capability and improved performance, such as improved Wi-Fi, to our retail customers.

In September 2024, we entered into an agreement to acquire Frontier Communications Parent, Inc. (Frontier), a U.S. provider of broadband internet and other communication services.

Upon closing, this transaction is expected to enhance our fiber broadband footprint and provide opportunities for future Fios growth.

We also

We also expect customer migration from traditional voice services to wireless services to continue.

Mobile network operators and other carriers are aggressively targeting this customer group with a variety of bundles and discounts as it is among the largest and fastest growing categories in the Business segment.

In early January 2025, based on litigation filed by the broadband industry, a federal appeals court overturned the FCC's April 2024 final decision to regulate broadband services via utility-style common carriage regulation under Title II of the Communications Act.

Absent further action in the courts, this decision will remain in effect and limit the risk of burdensome FCC broadband regulation.

Some states may also impose pricing or other rules related to broadband built with the assistance of federal or state funding.

Other collective bargaining agreements covering smaller groups of employees extend through various dates between 2025 and 2028.

- risks associated with mergers, acquisitions, divestitures and other strategic transactions, including our ability to consummate the proposed acquisition of Frontier and obtain cost savings, synergies and other anticipated benefits within the expected time period or at all.

If we are unable to successfully differentiate our services and products from our competitors, it could adversely affect our competitive position and market share.

Our competitors commonly offer aggressive pricing, promotions, premium content options and other incentives – in some cases specifically targeting our customers and putting pressure on our pricing and margins.

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| [Signatures](#ic34eec9bcdcd4bf8890cead9d2830552_331) | | | | | | [111](#ic34eec9bcdcd4bf8890cead9d2830552_331) | | |

Our principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036 (telephone number 212-395-1000).

Additional discussion of our reportable segments is included in Item 7.

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.

Wireless

Wireless Services

A single account

Access to the internet is available on all smartphones and nearly all basic phones.

In addition, our customers can access the internet at broadband speeds on notebook computers, tablets and smartwatches that are either wireless-enabled or that are used in conjunction with separate dedicated devices that provide a mobile Wi-Fi connection.

Historically, customers on our fixed-term service plans paid higher access fees for their wireless service in exchange for the ability to purchase their wireless devices at subsidized prices.

*Residential Fixed Services*.

*Network Access Services*.

- *Network Services*.

- *Security services*.

- *Core services*.

- *IoT services*.

We are building IoT capabilities by leveraging business models that monetize usage on our networks at the connectivity, platform and solution layers.

*•Data services*.

*•Voice services*.

- *Local services*.

Our global network architecture is used by Consumer and Business.

Our network technology platforms include both wireless and wireline technologies.

We are transforming the architecture of our networks into our next-generation multi-use platform, which we call the Intelligent Edge Network.

This technology enhances applications by hosting them at the end of the network, closer to devices and end points, which lowers response time and boosts performance.

We expect that this new architecture will simplify operations by eliminating legacy network elements, speed the deployment of 5G wireless technology and create new opportunities in the business market in a cost-efficient manner.

5G

We provide high quality 5G wireless service utilizing millimeter wave and C-Band spectrum.

Other licensed spectrum bands are used to support our 5G service.

In January 2022, we began rapidly deploying our C-Band spectrum, which, as of December 31, 2023, covers approximately 242 million people in the U.S. We obtained full access to our C-Band spectrum in August 2023 and will continue deploying this spectrum across the continental U.S. Our FWA broadband services also leverage the 5G network and our expanding C-Band footprint, in addition to our 4G FWA offerings.

4G LTE

The wireless network technology platform that carries about half of our wireless traffic is 4G LTE.

As of December 31, 2023, our 4G LTE network covers approximately 330 million people, excluding those in areas served by our LTE in Rural America partners.

Under this program, we have collaborated with wireless carriers in rural areas to build and operate a 4G LTE network using each carrier’s network assets with our core 4G LTE equipment and 700 Megahertz (MHz) C Block and Advanced Wireless Services (AWS) spectrum.

LTE Home Internet, our home broadband internet service leverages the Verizon 4G LTE network.

Wireless Network Reliability and Build-Out

We believe that steady and consistent network and platform investments provide the foundation for innovative products and services.

As we design and deploy our network, we focus on the number of successful data sessions the network enables, delivering on our advertised throughput speeds, and the number of calls that are connected on the first attempt and completed without being dropped.

We utilize three strategies to maintain the quality of our network: increasing the density of our network elements, deploying new technologies as they are developed and putting additional wireless spectrum into service.