AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · The operating network, 116 million Consumer wireless connections, spectrum holdings and wholesale facility usage substantiate a substantial replication barrier. This demonstrates infrastructure scale, with no proof of superior costs or exclusive customer access.
durability · 2/4 · Installed infrastructure and multiyear cash generation support persistence, but continued heavy investment and technological substitution limit confidence in durable excess returns.
customer dependency · 2/4 · Retail connections and wholesale customers' use of Verizon facilities demonstrate ongoing utility. This is indirect dependency evidence; postpaid classification alone does not establish lock-in, and lower-tier plans show customers can constrain monetization.
erosion resilience · 2/4 · FWA growth and pricing offsets coexist with realized postpaid pressure and legacy substitution. Historical cash generation provides resilience, but does not eliminate competitive erosion.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Pricing actions contributed to Business Markets and Other revenue increases in 2024 and 2025, and existing-customer adjustments supported 2026 results. Lower-tier plans and promotion amortization offset these benefits. Price effects cannot be separated from subscriber growth.
retention · 2/4 · FWA subscriber growth across the disclosed periods supports continuing demand indirectly, while pricing actions show some ability to monetize existing customers. These disclosures do not measure retention, and promotional intensity prevents a strong assessment.
margin resilience · 2/4 · First-half 2026 consolidated operating income declined despite higher revenue, while reportable segment operating income increased. Disclosed severance, integration, rationalization and disposal charges explain part of the divergence. Results are mixed and do not isolate pricing-led margin protection.
contractual freedom · 2/4 · Implemented pricing actions and existing-customer adjustments demonstrate some practical repricing discretion. Incumbent wireline pricing rules constrain part of the business; customer-contract restrictions and repricing rights are not detailed.
Predictability—
Missing exact annual revenue, free cash flow or FCF margin; operating cash flow and capex must both be reported for all five years.
Financial strength—
Missing required inputs: debtFcfGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- netDebtEbitGrade
- 4.92
- interestCoverageGrade
- 30.64
- currentRatioGrade
- 13.01
- Net debt / operating income (x)
- 4.75
- Interest coverage (x)
- 4.37
- Current ratio (x)
- 0.91
Capital allocation—
Missing required inputs: sbcRevenue, cashConversionGrade. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 11.14
- 3-year average dilution (%)
- 0.19
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Historical free cash flow covered substantial network investment. First-half 2026 operating cash generation increased, but acquisitions, license purchases, dividends and repurchases consumed cash alongside significant financing activity. The disposal write-down is adverse allocation evidence; acquisition returns remain unestablished.
incentive alignment · 3/4 · Existing three-year PSUs use free cash flow, adjusted EPS and service revenue, with a relative shareholder-return downside modifier, ownership guidelines and mandatory clawbacks. Actual short-term payouts are disclosed. These support alignment, while adjusted metrics, target-level payouts despite mixed target attainment, and missing ownership-compliance evidence limit the grade.
execution · 2/4 · Operating evidence is mixed: 2025 adjusted operating income exceeded its incentive target while service revenue and adjusted operating cash flow missed theirs. Completed asset expansion and higher 2026 segment operating income demonstrate execution, but consolidated earnings declined and acquisition benefits remain unproven. This assessment uses operating outcomes rather than management's cultural-change claims.
governance · 3/4 · Disclosed existing practices include an independent chair, nine independent directors out of eleven, annual majority-vote elections, shareholder meeting and proxy-access rights, and no dual-class shares. Actual auditor-service pre-approval and mandatory compensation recovery provide additional evidence. Structures do not by themselves establish exceptional oversight outcomes.
Evidence
Our wireless services are provided across one of the most extensive wireless networks in the United States (U.S.) under the Verizon family of brands and through wholesale and other arrangements.
Business / Verizon Consumer Group / wireless network footprint · Filed 17/02/2026
As of December 31, 2025, Consumer had approximately 116 million wireless retail connections (including FWA), of which 83% were postpaid connections.
Business / Consumer / year-end wireless connections · Filed 17/02/2026
Capital Expenditures and Investments 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 fiber, evolve and maintain our networks and develop and maintain significant advanced information technology systems and data system capabilities.
Capital Expenditures and Investments / spectrum and network investment requirements · Filed 17/02/2026
During the year ended December 31, 2025, these investments included $17.0 billion for capital expenditures.
Capital Expenditures and Investments / 2025 spending · Filed 17/02/2026
We have a portfolio of spectrum holdings, including C-Band and millimeter wave spectrum, and are constantly transforming our networks by leveraging innovation and new technologies to deliver improved network performance and efficiency.
Global Networks and Technology / spectrum holdings · Filed 17/02/2026
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.
Business / Wholesale / customers' use of Verizon facilities · Filed 17/02/2026
Verizon 2026 Proxy Statement A-1 Table of Contents Proxy summary Governance Executive compensation Audit matters Stock ownership Shareholder proposals Additional information Free cash flow reconciliation for Long-Term Incentive Plan (dollars in billions) Years ended December 31, 2023 2024 2025 Net cash provided by operating activities $ 37.5 $ 36.9 $ 37.1 Capital expenditures (including capitalized software) (18.8) (17.1) (17.0) Free cash flow* $ 18.7 $ 19.8 $ 20.1 Proceeds from monetization of tower assets — (2.0) — Severance payments related to Voluntary Separation Program — 0.6 0.6 Tax Reform impact — — (2.2) Adjusted free cash flow for Long-Term Incentive Plan* $ 18.7 $ 18.4 $ 18.6 Cumulative adjusted free cash flow for Long-Term Incentive Plan $ 55.7 * May not add due to rounding.
Appendix A / historical cash flow and capital expenditure reconciliation · Filed 06/04/2026
The rapid development of new technologies, services and products has eliminated many of the distinctions among wireless, cable, internet and traditional telephone services and brought new competitors to our markets.
Competition and Related Trends / technological convergence · Filed 17/02/2026
Competition remains intense as a result of various factors, including aggressive pricing, increased levels of promotions and service plan discounts, price locks and guarantees, and offerings that include additional bundled premium content or other perks, in some cases specifically targeting Verizon customers.
Competition and Related Trends / pricing, promotions and guarantees · Filed 17/02/2026
Wholesale revenues decreased during 2025 compared to 2024 primarily due to a decrease of $260 million related to declines in traditional data and voice communication services and network connectivity as a result of technology substitution.
Wholesale / 2025 technology-substitution revenue decline · Filed 17/02/2026
Mobility and broadband service revenue decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily as a result of: 49 Table of Contents •a decrease of $75 million and $155 million, respectively, in postpaid service revenue primarily due to a shift toward lower-tier plans among new customers and the amortization of wireless equipment sales promotions.
Business operating revenues / postpaid service declines and lower-tier plans · Filed 31/07/2026
These decreases were partially offset by FWA subscriber growth and strategic pricing adjustments for existing customers; and •an increase of $60 million and $105 million, respectively, in fiber broadband revenue primarily due to the inclusion of Frontier results.
Business operating revenues / FWA growth, existing-customer pricing and acquired fiber revenue · Filed 31/07/2026
Business Markets and Other revenue increased during 2025 compared to 2024 primarily due to an increase of $392 million in Wireless service revenue driven by pricing actions and an increase in our FWA subscriber base, partially offset by the amortization of wireless equipment sales promotions.
Business Markets and Other / 2025 pricing and subscriber revenue drivers · Filed 17/02/2026
Business Markets and Other revenue increased during 2024 compared to 2023 primarily as a result of: •an increase of $486 million in Wireless service revenue primarily due to pricing actions and an increase in our FWA subscriber base; and •a decrease of $89 million in connection with the shutdown of our BlueJeans business offering in 2023 and a decline in traditional voice communication revenues.
Business Markets and Other / 2024 pricing and subscriber revenue drivers · Filed 17/02/2026
These incumbent operations are subject to various levels of state oversight, pricing rules, and requirements to offer service.
State regulation / incumbent pricing rules and service obligations · Filed 17/02/2026
Acquisitions of Wireless Licenses During the six months ended June 30, 2026, we completed the acquisition of select spectrum licenses of United States Cellular Corporation (currently known as Array Digital Infrastructure, Inc.) and certain of its subsidiaries (collectively, UScellular) for total cash consideration of $1.0 billion.
Investing activities / completed spectrum acquisition · Filed 31/07/2026
The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $9.4 billion, net of cash acquired.
Investing activities / Frontier closing consideration · Filed 31/07/2026
and Subsidiaries Three Months Ended Six Months Ended June 30, June 30, (dollars in millions, except per share amounts) (unaudited) 2026 2025 2026 2025 Operating Revenues Service revenues and other $ 29,229 $ 28,249 $ 57,988 $ 56,336 Wireless equipment revenues 5,024 6,255 10,705 11,653 Total Operating Revenues 34,253 34,504 68,693 67,989 Operating Expenses Cost of services (exclusive of items shown below) 7,225 6,878 14,392 13,828 Cost of wireless equipment 5,859 7,007 12,365 13,113 Selling, general and administrative expense 8,982 7,812 16,615 15,686 Depreciation and amortization expense 5,008 4,635 9,900 9,212 Total Operating Expenses 27,074 26,332 53,272 51,839 Operating Income 7,179 8,172 15,421 16,150 Equity in earnings (losses) of unconsolidated businesses 44 (3) 49 3 Other income, net 36 79 513 200 Interest expense (1,985) (1,639) (3,925) (3,271) Income Before Provision For Income Taxes 5,274 6,609 12,058 13,082 Provision for income taxes (1,325) (1,488) (2,963) (2,978) Net Income $ 3,949 $ 5,121 $ 9,095 $ 10,104 Net income attributable to noncontrolling interests $ 114 $ 118 $ 215 $ 222 Net income attributable to Verizon 3,835 5,003 8,880 9,882 Net Income $ 3,949 $ 5,121 $ 9,095 $ 10,104 Basic Earnings Per Common Share Net income attributable to Verizon $ 0.92 $ 1.18 $ 2.12 $ 2.34 Weighted-average shares outstanding (in millions) 4,168 4,224 4,186 4,223 Diluted Earnings Per Common Share Net income attributable to Verizon $ 0.92 $ 1.18 $ 2.12 $ 2.34 Weighted-average shares outstanding (in millions) 4,171 4,228 4,190 4,227 See Notes to Condensed Consolidated Financial Statements 4 Table of Contents Condensed Consolidated Statements of Comprehensive Income Verizon Communications Inc.
Condensed consolidated income statements / first-half 2026 results · Filed 31/07/2026
34 Table of Contents A reconciliation of the total reportable segments' operating income to consolidated income before provision for income taxes is as follows: Three Months Ended Six Months Ended June 30, June 30, (dollars in millions) 2026 2025 2026 2025 Total reportable segments operating income(1) $ 9,023 $ 8,367 $ 17,693 $ 16,537 Corporate and other(1) (280) (187) (433) (371) Other components of net periodic benefit charges (Note 8) (28) (8) (42) (16) Severance charges (397) — (397) — Acquisition and integration related charges (135) — (396) — Asset rationalization (258) — (258) — Loss on disposition of business (746) — (746) — Total consolidated operating income 7,179 8,172 15,421 16,150 Equity in earnings (losses) of unconsolidated businesses 44 (3) 49 3 Other income, net 36 79 513 200 Interest expense (1,985) (1,639) (3,925) (3,271) Income Before Provision For Income Taxes $ 5,274 $ 6,609 $ 12,058 $ 13,082 (1) Historical segment results have been reclassified to conform to the current period presentation.
Segment reconciliation / operating performance and corporate charges · Filed 31/07/2026
and Subsidiaries Six Months Ended June 30, (dollars in millions) (unaudited) 2026 2025 Cash Flows from Operating Activities Net Income $ 9,095 $ 10,104 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 9,900 9,212 Employee retirement benefits 35 331 Deferred income taxes 1,433 95 Provision for expected credit losses 1,043 1,135 Equity in (earnings) losses of unconsolidated businesses, net of dividends received (35) 29 Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses (3,418) (3,318) Other, net 366 (831) Net cash provided by operating activities 18,419 16,757 Cash Flows from Investing Activities Capital expenditures (including capitalized software) (8,210) (7,953) Cash paid related to acquisitions of businesses, net of cash acquired (9,480) — Acquisitions of wireless licenses (1,155) (234) Other, net 345 997 Net cash used in investing activities (18,500) (7,190) Cash Flows from Financing Activities Proceeds from long-term borrowings 9,940 1,676 Proceeds from asset-backed long-term borrowings 12,028 4,962 Repayments of long-term borrowings and finance lease obligations (14,426) (5,530) Repayments of asset-backed long-term borrowings (13,912) (4,512) Dividends paid (5,864) (5,712) Purchase of common stock for treasury (3,500) — Other, net (1,380) (1,155) Net cash used in financing activities (17,114) (10,271) Decrease in cash, cash equivalents and restricted cash (17,195) (704) Cash, cash equivalents and restricted cash, beginning of period 19,499 4,635 Cash, cash equivalents and restricted cash, end of period (Note 1) $ 2,304 $ 3,931 See Notes to Condensed Consolidated Financial Statements 7 Table of Contents Notes to Condensed Consolidated Financial Statements (Unaudited) Verizon Communications Inc.
Condensed consolidated cash flow statements / investment, financing and distributions · Filed 31/07/2026
In connection with this classification as held for sale, we recorded a pre-tax loss on disposition of business of $746 million to write down the disposal group to its fair value less costs to sell.
Acquisitions and divestitures / realized disposal-group write-down · Filed 31/07/2026
Performance Measure Weighting Target (All dollar amounts in billions) Results Wireless service revenue 30% $ 83.9 $ 83.7 Adjusted operating income 30% $ 32.2 $ 32.4 Cash flow from operations 30% $ 35.2 $ 35.0 Strategic and culture goals 10% - 100% 1 A reconciliation of non-GAAP measures to the most directly comparable GAAP measures may be found in Appendix A.
Executive compensation / 2025 targets and adjusted results · Filed 06/04/2026
2025 Short-Term Plan awards Based on its assessment of Verizon’s performance against the Verizon corporate measures and targets set forth above and the qualitative assessment of Verizon’s performance against the strategic and culture goals, the Committee approved a payout percentage for all of the employees participating in the Short-Term Plan of 100%.
Executive compensation / approved 2025 short-term payout · Filed 06/04/2026
PSUs are earned over a three-year performance cycle, with cliff vesting at the end of the three-year period.
Executive compensation / existing PSU performance cycle and vesting · Filed 06/04/2026
The three metrics remained equally weighted, with one-third based on Verizon’s cumulative free cash flow, one-third based on Verizon’s cumulative adjusted EPS and one-third based on Verizon’s cumulative wireless service revenue over the three-year performance period.
Executive compensation / 2025 PSU financial metrics · Filed 06/04/2026
The number of PSUs that will ultimately vest may be decreased by 25% if Verizon’s TSR position at the end of the three-year period compared with the companies in the S&P 100 as constituted on the date the awards were granted is in the bottom quartile of the peer group.
Executive compensation / relative shareholder-return downside modifier · Filed 06/04/2026
25 Robust stock ownership guidelines We have stock ownership guidelines for the CEO of 7x base salary; for other named executive officers of 4x base salary; and for Directors of 5x the cash component of the annual Board retainer.
Executive compensation / stock ownership guidelines · Filed 06/04/2026
In addition, the Company maintains an additional clawback policy in accordance with NYSE and Nasdaq listing rules that provides for the mandatory recovery of erroneously awarded “incentive-based compensation” from current and former executive officers in the event that Verizon is required to prepare an accounting restatement.
Executive compensation / mandatory compensation recovery policy · Filed 06/04/2026
Independent oversight • 9 of our 11 current Directors are independent • Independent Chair • Regular executive sessions of independent Directors Board effectiveness • Active Board refreshment plan, with six new Directors added since 2020 • Orientation program for new Directors and continuing education for all Directors • Limits on other public board service • Annual Board and committee assessments • Average tenure goal for independent Directors Accountability to shareholders • Annual election of all Directors by majority voting • Shareholder right to call special meetings • Proxy access right with market terms • No poison pill, and shareholder ratification required for any future poison pill • No dual-class shares or voting right restrictions • Robust stock ownership requirements for executive officers and Directors • Proactive year-round shareholder engagement program Item 2: Advisory vote to approve executive compensation The Board of Directors recommends that you vote FOR this proposal.
Governance highlights / existing independence and shareholder rights · Filed 06/04/2026
The Committee pre-approved all of Ernst & Young’s 2025 fees and services.
Audit matters / actual pre-approval of 2025 auditor services · Filed 06/04/2026
