VERIZON COMMUNICATIONS INC (VZ) FY 2021 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. 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, technology, information and entertainment products and services to consumers, businesses and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control.
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To compete effectively in today’s dynamic marketplace, we are focused on the capabilities of our high-performing networks to drive growth based on delivering what customers want and need in the new digital world. During 2021, we 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, platforms and solutions. We are creating business value by earning customers', employees' and shareholders' trust, limiting our environmental impact and continuing our customer base 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 secure 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, speed the deployment of 5G wireless technology and create new opportunities in the business market in a cost efficient manner. Our network leadership is the hallmark of our brand and the foundation for the connectivity, platforms and solutions upon which we build our competitive advantage.
Highlights of Our 2021 Financial Results
(dollars in millions)
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Business Overview
We have two reportable segments that we operate and manage as strategic business units - Verizon Consumer Group (Consumer) and Verizon Business Group (Business).
Revenue by Segment
———
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.) under the Verizon brand and through wholesale and other arrangements. We also provide fixed wireless access (FWA) broadband through our wireless networks. Our wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Fios. Our 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. Our postpaid service 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 smartphones and other handsets, wireless-enabled internet devices, such as tablets, and other wireless-enabled connected devices, such as smart watches. On November 23, 2021, we completed the acquisition of TracFone Wireless, Inc. (Tracfone), a provider of prepaid and value mobile services in the U.S. Additional information is included in Note 3 to the consolidated financial statements of Verizon Communications Inc. and Subsidiaries.
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 year ended December 31, 2021 totaled $95.3 billion, an increase of $6.8 billion, or 7.6%, compared to the year ended December 31, 2020. See "Segment Results of Operations" for additional information regarding our Consumer segment’s operating performance and selected operating statistics.
Verizon Business Group
Our Business segment provides wireless and wireline communications services and products, including data, video and conferencing services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various Internet of Things (IoT) services and products, including solutions that support fleet tracking management, compliance management, field service management, asset tracking and other types of mobile resource management. We also provide FWA broadband through our wireless networks. 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 year ended December 31, 2021 totaled $31.0 billion, an increase of $80 million, or 0.3%, compared to the year ended December 31, 2020. See "Segment Results of Operations" for additional information regarding our Business segment’s operating performance and selected operating statistics.
Corporate and Other
Corporate and other primarily includes insurance captives, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the historical results of divested businesses including Verizon Media Group (Verizon Media), 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
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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.
On May 2, 2021, Verizon entered into a definitive agreement with an affiliate of Apollo Global Management Inc. (the Apollo Affiliate) pursuant to which we agreed to sell Verizon Media to the affiliate. The transaction closed on September 1, 2021. See Note 3 to the consolidated financial statements for additional information. Under our ownership, Verizon Media's total operating revenues were $5.3 billion for the year ended December 31, 2021.
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 year ended December 31, 2021, these investments included $20.3 billion for capital expenditures, inclusive of approximately $2.1 billion in C-Band related capital expenditures. See "Cash Flows Used in Investing Activities" and "Liquidity and Capital Resources" for additional information. 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 Long-Term Evolution (LTE) network, while also building our next generation 5G network. We are densifying our networks 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 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. As of December 31, 2021, 5G Ultra Wideband is available in parts of 87 U.S. cities and 5G Home is available in parts of 65 U.S. cities. 5G Nationwide uses low and mid-band spectrum and dynamic spectrum sharing (DSS) technology, which allows 5G service to run simultaneously with 4G LTE on multiple spectrum bands. With DSS, whenever customers move outside Verizon’s high-band Ultra Wideband coverage area, their 5G-enabled devices will remain on 5G technology using the lower spectrum bands where the 5G Nationwide network is available. This allows us to more fully and effectively utilize our current spectrum resources to serve both 4G and 5G customers.
To compensate for the shrinking market for traditional copper-based products, we continue to build fiber-based networks supporting data, video and advanced business services - areas where demand for reliable high-speed connections is growing. We are transforming the architecture of our networks into our Intelligent Edge Network, providing improved efficiency and virtualization, increased automation and opportunities for edge computing services that will support our fiber-based and radio access network technologies. 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.
Impact of the COVID-19 Pandemic
The impacts from the COVID-19 pandemic on our operations were significant during 2020, which affects the comparability of the results from 2021 to 2020. The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain, including the recent surge of new virus variants across the U.S. We remain committed to caring for the health and safety of our employees and our customers through this challenge while supporting the communities in which we operate. While we have not experienced a material impact on our business from these new variants thus far, we cannot predict with certainty the ultimate impact they may have on our results of operations in the future, and will continue to monitor their daily evolution. For a discussion of the risks to our business from COVID-19, refer to Item 1A Risk Factors.
Recent Development
In January 2022, we successfully deployed C-Band spectrum, reaching approximately 100 million people in the U.S. as of February 2022.
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. In "Segment Results of Operations," we review the performance of our two reportable segments in more detail. A detailed discussion of 2019 items and year-over-year comparisons between 2020 and 2019 that are not included in this Form 10-K can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020.
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Consolidated Revenues
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Consumer | $ | 95,300 | $ | 88,533 | $ | 6,767 | 7.6 | % | ||||||||
| Business | 31,042 | 30,962 | 80 | 0.3 | ||||||||||||
| Corporate and other | 7,722 | 9,334 | (1,612) | (17.3) | ||||||||||||
| Eliminations | (451) | (537) | 86 | (16.0) | ||||||||||||
| Consolidated Revenues | $ | 133,613 | $ | 128,292 | $ | 5,321 | 4.1 |
Consolidated revenues increased during 2021 compared to 2020, due to increases in our Consumer and Business segments, partially offset by a decrease in Corporate and other.
Corporate and other revenues decreased during 2021 compared to 2020, primarily due to a decrease of $1.7 billion within Verizon Media. We had four less months of operating revenues from Verizon Media as a result of the sale completed on September 1, 2021. See Note 3 to the consolidated financial statements for additional information on the Verizon Media sale.
Revenues for our segments are discussed separately below under the heading "Segment Results of Operations."
Consolidated Operating Expenses
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Cost of services | $ | 31,234 | $ | 31,401 | $ | (167) | (0.5) | % | ||||||||
| Cost of wireless equipment | 25,067 | 19,800 | 5,267 | 26.6 | ||||||||||||
| Selling, general and administrative expense | 28,658 | 31,573 | (2,915) | (9.2) | ||||||||||||
| Depreciation and amortization expense | 16,206 | 16,720 | (514) | (3.1) | ||||||||||||
| Consolidated Operating Expenses | $ | 101,165 | $ | 99,494 | $ | 1,671 | 1.7 |
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, costs to support our outsourcing contracts and technical facilities and traffic acquisition costs. Aggregate customer service costs, which include billing and service provisioning, are allocated between Cost of services and Selling, general and administrative expense.
Cost of services decreased during 2021 compared to 2020 and was primarily due to:
•a decrease of $576 million in traffic acquisition primarily related to the sale of Verizon Media;
•a decrease of $294 million in personnel costs primarily related to the sale of Verizon Media;
•a decrease of $220 million in access costs primarily related to a decline in voice services offset by the inclusion of Tracfone results since the acquisition date;
•an increase of $349 million in rent expense related to both adding capacity to the networks to support demand and lease modifications for certain existing cell towers to support the build out of our 5G wireless network;
•an increase of $205 million related to the device protection offerings to our wireless retail postpaid customers;
•an increase of $185 million in buildings and facilities costs primarily driven by higher utility rates; and
•an increase of $164 million in regulatory fees related to a higher Federal Universal Service Fund (FUSF) rate.
See Note 3 to the consolidated financial statements for additional information on the sale of Verizon Media.
Cost of Wireless Equipment
Cost of wireless equipment increased during 2021 compared to 2020 and was primarily due to:
•an increase of $3.6 billion related to a shift to higher priced equipment in the mix of wireless devices sold, partly driven by the increased demand for 5G enabled devices; and
•an increase of $1.3 billion driven by a higher volume of wireless devices and accessories 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, the provision for credit losses, taxes other than income taxes, advertising and sales commission costs, call center and information technology
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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 during 2021 compared to 2020 and was primarily due to:
•the $651 million net gain related to the sale of Verizon Media in 2021, compared to the $126 million loss related to the sale of Huffington Post in 2020. In 2021, we recorded a pre-tax gain on sale of approximately $1.0 billion and $346 million of various costs associated with the sale of Verizon Media;
•the $1.2 billion loss during 2020 resulting from the exchange of spectrum licenses in connection with Auction 103, compared to the $223 million loss recognized during 2021 resulting from agreements we entered into to sell certain wireless licenses;
•a decrease of $857 million in personnel expense primarily related to the sale of Verizon Media in 2021 and additional sales commission expense resulting from actions taken in 2020 in response to the COVID-19 pandemic;
•a decrease of $591 million in provision for credit losses related to both improvement in payment trends in 2021 as well as actions taken in 2020 in response to the COVID-19 pandemic; and
•an increase of $364 million in advertising and promotion costs related to brand messaging in 2021 as well as lower expenses in 2020 related to customer behavior during the COVID-19 pandemic.
See Note 3 to the consolidated financial statements for additional information on both the sale of Verizon Media and loss on spectrum licenses.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased during 2021 compared to 2020, primarily as a result of the Verizon Media sale. See Note 3 to the consolidated financial statements for additional information.
Other Consolidated Results
Other Income (Expense), Net
Additional information relating to Other income (expense), net is as follows:
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Interest income | $ | 48 | $ | 65 | $ | (17) | (26.2) | % | ||||||||
| Other components of net periodic benefit (cost) income | 3,785 | (425) | 4,210 | nm | ||||||||||||
| Early debt extinguishment costs | (3,541) | (129) | (3,412) | nm | ||||||||||||
| Other, net | 20 | (50) | 70 | nm | ||||||||||||
| Total | $ | 312 | $ | (539) | $ | 851 | nm |
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, components of net periodic pension and postretirement benefit cost and income and foreign exchange gains and losses.
Other income (expense), net changed during 2021 compared to 2020 and was primarily due to:
•a net pension and postretirement benefits remeasurement gain of $2.4 billion recorded during 2021, compared with a net pension and postretirement benefits remeasurement loss of $1.6 billion recorded during 2020; and
•an increase of $3.4 billion in early debt redemption costs driven by tender offers, the redemptions of securities issued by Verizon and open market repurchases of Verizon and subsidiary notes in 2021.
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Interest Expense
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Total interest costs on debt balances | $ | 5,326 | $ | 4,802 | $ | 524 | 10.9 | % | ||||||||
| Less capitalized interest costs | 1,841 | 555 | 1,286 | nm | ||||||||||||
| Total | $ | 3,485 | $ | 4,247 | $ | (762) | (17.9) | |||||||||
| Average debt outstanding (1) (3) | $ | 147,035 | $ | 116,888 | ||||||||||||
| Effective interest rate (2) (3) | 3.6 | % | 4.1 | % |
nm - not meaningful
(1)The average debt outstanding is a financial measure and is calculated by applying a simple average of 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 2021 compared to 2020 and was primarily due to:
•an increase in capitalized interest costs as a result of qualifying activities performed on C-Band licenses won; and
•an increase in interest costs on debt balances as a result of higher average debt balances, partially offset by lower average interest rates as a result of our continuing focus on optimizing our debt footprint and total borrowing costs.
See Note 4 and Note 7 to the consolidated financial statements for additional information on spectrum licenses and debt transactions, respectively.
Provision for Income Taxes
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Provision for income taxes | $ | 6,802 | $ | 5,619 | $ | 1,183 | 21.1 | % | ||||||||
| Effective income tax rate | 23.1 | % | 23.4 | % |
The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. The decrease in the effective income tax rate was primarily due to the sale of Verizon Media in the current period, partially offset by the non-recurring tax benefit recognized in 2020 from a series of legal entity restructurings. The increase in the provision for income taxes was primarily due to the increase in income before income taxes in the current period.
A reconciliation of the statutory federal income tax rate to the effective income tax rate for each period is included in Note 12 to the consolidated financial statements.
Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA
Consolidated earnings before interest, taxes, depreciation and amortization expenses (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, 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 earnings and 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, and depreciation and amortization 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
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should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to 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.
| (dollars in millions) | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | 2021 | 2020 | ||||
| Consolidated Net Income | $ | 22,618 | $ | 18,348 | ||
| Add: | ||||||
| Provision for income taxes | 6,802 | 5,619 | ||||
| Interest expense(1) | 3,485 | 4,247 | ||||
| Depreciation and amortization expense | 16,206 | 16,720 | ||||
| Consolidated EBITDA | $ | 49,111 | $ | 44,934 | ||
| Add (Less): | ||||||
| Other (income) expense, net(2) | (312) | 539 | ||||
| Equity in (earnings) losses of unconsolidated businesses(3) | (145) | 45 | ||||
| Severance charges | 209 | 221 | ||||
| Loss on spectrum licenses | 223 | 1,195 | ||||
| Net (gain) loss from dispositions of businesses | (706) | 126 | ||||
| Consolidated Adjusted EBITDA | $ | 48,380 | $ | 47,060 |
(1) Includes Early debt redemption costs, where applicable. See "Special Items" for additional information.
(2) Includes Pension and benefits mark-to-market adjustments and Early debt redemption costs, where applicable. See "Special Items" for additional information.
(3) Includes Net gains from dispositions of assets, where applicable. See "Special Items" for additional information.
The changes in Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA in the table above during 2021 compared to 2020, were primarily a result of the factors described in connection with operating revenues and operating expenses.
Segment Results of Operations
We have two reportable segments that we operate and manage as strategic business units - Consumer and Business. We measure and evaluate our 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, management uses the following operating statistics to evaluate the overall effectiveness of our segments. We believe these operating statistics are useful to investors and other users of our financial information because they provide additional insight into drivers of our segments’ operating results, key trends and performance relative to our peers. These operating statistics may be determined or calculated differently by other companies and may not be directly comparable to those statistics of other companies.
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 total retail postpaid and prepaid new connections in the period to prior period retail connections, and subtracting total retail postpaid and prepaid disconnects in the period.
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 retail postpaid new connections in the period to prior period retail postpaid connections, and subtracting retail postpaid disconnects 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 Fios internet new connections in the period to prior period Fios internet connections, and subtracting Fios internet disconnects in the period.
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 Fios video net additions in the period to prior period Fios video connections. Fios video net additions are calculated by subtracting the Fios video disconnects from the Fios video new connections.
Wireline broadband connections are the total number of connections to the internet using Digital Subscriber Line (DSL) and Fios internet services as of the end of the period. Wireline broadband connections are calculated by adding wireline broadband net additions in the period to prior period wireline broadband connections. Wireline broadband net additions are calculated by subtracting the wireline broadband disconnects from the wireline broadband new connections.
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Wireless retail connections, net additions are the total number of additional retail customer device postpaid and prepaid connections, less the number of device disconnects in the period. Wireless retail connections, net additions in each period presented are calculated by subtracting the total retail postpaid and prepaid disconnects, net of certain adjustments, 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 in the period. Wireless retail postpaid connections, net additions in each period presented are calculated by subtracting the retail postpaid disconnects, net of certain adjustments, 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 in the period. Wireless retail postpaid phone connections, net additions in each period presented are calculated by subtracting the retail postpaid phone disconnects, net of certain adjustments, from the retail postpaid phone new connections in the period.
Wireless Churn is the rate at which service to retail, retail postpaid, or retail postpaid phone connections is terminated on average in the period. 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 in the period. Wireless retail postpaid service revenue does not include recurring device payment plan billings related to the Verizon device payment program, plan billings related to device warranty and insurance 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 brand and use its 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 multi-connection 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 account is 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.
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. See Note 13 to the consolidated financial statements for additional information.
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 brand and through wholesale and other arrangements. Our wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Fios.
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Operating Revenues and Selected Operating Statistics
| (dollars in millions, except ARPA) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Service | $ | 67,733 | $ | 64,884 | $ | 2,849 | 4.4 | % | ||||||||
| Wireless equipment | 19,781 | 15,492 | 4,289 | 27.7 | ||||||||||||
| Other | 7,786 | 8,157 | (371) | (4.5) | ||||||||||||
| Total Operating Revenues | $ | 95,300 | $ | 88,533 | $ | 6,767 | 7.6 | |||||||||
| Connections (‘000):(1) | ||||||||||||||||
| Wireless retail connections | 115,395 | 94,373 | 21,022 | 22.3 | ||||||||||||
| Wireless retail postpaid connections | 91,543 | 90,346 | 1,197 | 1.3 | ||||||||||||
| Fios internet connections | 6,541 | 6,202 | 339 | 5.5 | ||||||||||||
| Fios video connections | 3,573 | 3,854 | (281) | (7.3) | ||||||||||||
| Wireline broadband connections | 6,888 | 6,647 | 241 | 3.6 | ||||||||||||
| Net Additions in Period (‘000):(2) | ||||||||||||||||
| Wireless retail | 1,062 | (5) | 1,067 | nm | ||||||||||||
| Wireless retail postpaid | 1,114 | 40 | 1,074 | nm | ||||||||||||
| Wireless retail postpaid phones | 575 | 95 | 480 | nm | ||||||||||||
| Churn Rate: | ||||||||||||||||
| Wireless retail | 1.10 | % | 1.03 | % | ||||||||||||
| Wireless retail postpaid | 0.89 | % | 0.87 | % | ||||||||||||
| Wireless retail postpaid phones | 0.71 | % | 0.67 | % | ||||||||||||
| Account Statistics: | ||||||||||||||||
| Wireless retail postpaid ARPA | $ | 122.30 | $ | 118.40 | $ | 3.90 | 3.3 | |||||||||
| Wireless retail postpaid accounts (‘000)(1) | 33,651 | 33,659 | (8) | — | ||||||||||||
| Wireless retail postpaid connections per account(1) | 2.72 | 2.68 | 0.04 | 1.5 |
(1)As of end of period
(2)Includes certain adjustments
nm - not meaningful
Consumer's total operating revenues increased during 2021 compared to 2020, as a result of increases in Service and Wireless equipment revenues, partially offset by a decrease in Other revenue. The increase in Consumer total operating revenues includes the net impact of approximately $680 million in the fourth quarter of 2021 as a result of our acquisition of Tracfone.
Service Revenue
Service revenue increased during 2021 compared to 2020, primarily driven by increases in wireless and Fios service revenues.
Wireless service revenue increased $2.5 billion during 2021 compared to 2020 and was primarily due to:
•an increase of $1.3 billion in access revenues related to our postpaid plans driven by additional subscribers and migrations to higher priced plans as well as growth related to content offerings, cloud services and mobile security products included in certain protection packages;
•an increase of $544 million, representing the net impact as a result of the acquisition of Tracfone in the fourth quarter of 2021; and
•an increase of $464 million related to growth in non-retail service revenue.
For the year ended December 31, 2021, Fios service revenue totaled $10.8 billion, representing an increase of $462 million compared to 2020 primarily resulting from an increase in Fios internet connections, reflecting increased demand for higher broadband speeds, partially offset by a decrease in Fios voice revenues.
See Note 3 to the consolidated financial statements for additional information on the acquisition of Tracfone.
Wireless Equipment Revenue
Wireless equipment revenue increased during 2021 compared to 2020 and was primarily due to:
•an increase of $2.6 billion related to a shift to higher priced equipment in the mix of wireless devices sold, partly driven by the increased demand for 5G enabled devices; and
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•an increase of $1.6 billion driven by a higher volume of wireless devices and accessories sold, partially offset by related promotions.
Other Revenue
Other revenue includes non-service revenues such as regulatory fees, cost recovery surcharges, revenues associated with certain products included in our device protection offerings, leasing and interest on equipment financed under a device payment plan agreement when sold to the customer by an authorized agent.
Other revenue decreased during 2021 compared to 2020 and was primarily due to:
•a decrease of $462 million that resulted from an update to our device protection offering which increased the price of the bundled offering and changed the product mix within the offering such that a smaller amount of the overall device protection revenue is recognized in Other revenue; and
•an increase of $128 million related to cost recovery surcharges.
Operating Expenses
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Cost of services | $ | 16,581 | $ | 15,610 | $ | 971 | 6.2 | % | ||||||||
| Cost of wireless equipment | 20,523 | 15,736 | 4,787 | 30.4 | ||||||||||||
| Selling, general and administrative expense | 16,562 | 16,936 | (374) | (2.2) | ||||||||||||
| Depreciation and amortization expense | 11,679 | 11,395 | 284 | 2.5 | ||||||||||||
| Total Operating Expenses | $ | 65,345 | $ | 59,677 | $ | 5,668 | 9.5 |
Cost of Services
Cost of services increased during 2021 compared to 2020 and was primarily due to:
•an increase in rent expense of $323 million related to adding capacity to the networks to support demand and lease modifications for certain existing cell towers to support the build out of our 5G wireless network;
•an increase in digital content costs of $209 million driven by additional streaming service subscriptions, partially offset by a decline in traditional linear content costs;
•an increase of $197 million related to the device protection offerings to our wireless retail postpaid customers; and
•an increase of $133 million in network access costs primarily driven by the inclusion of Tracfone results since acquisition date.
Cost of Wireless Equipment
Cost of wireless equipment increased during 2021 compared to 2020 and was primarily due to:
•an increase of $2.3 billion driven by a higher volume of wireless devices and accessories sold; and
•an increase of $2.2 billion related to a shift to higher priced equipment in the mix of wireless devices sold, partly driven by the increased demand for 5G enabled devices.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased during 2021 compared to 2020 and was primarily due to:
•a decrease in provision for credit losses of $564 million related to both improvement in payment trends in 2021 as well as actions taken in 2020 in response to the COVID-19 pandemic;
•a decrease in personnel expense of $237 million primarily driven by additional sales commission expense related to actions taken in 2020 in response to the COVID-19 pandemic;
•an increase in advertising expenses of $390 million related to brand messaging in 2021 as well as lower expenses in 2020 related to customer behavior during the COVID-19 pandemic; and
•an increase in building and facilities of $121 million primarily driven by higher utility rates.
Depreciation and Amortization Expense
Depreciation and amortization expense increased during 2021 compared to 2020, driven by the change in the mix of total Verizon depreciable assets and Consumer's usage of those assets.
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Segment Operating Income and EBITDA
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Segment Operating Income | $ | 29,955 | $ | 28,856 | $ | 1,099 | 3.8 | % | ||||||||
| Add Depreciation and amortization expense | 11,679 | 11,395 | 284 | 2.5 | ||||||||||||
| Segment EBITDA | $ | 41,634 | $ | 40,251 | $ | 1,383 | 3.4 | |||||||||
| Segment operating income margin | 31.4 | % | 32.6 | % | ||||||||||||
| Segment EBITDA margin | 43.7 | % | 45.5 | % |
The changes in the table above during the periods presented 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, including data, video and conferencing services, corporate networking solutions, security and managed network services, local and long distance voice services and network access to deliver various 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: Small and Medium Business, Global Enterprise, Public Sector and Other, and Wholesale.
Operating Revenues and Selected Operating Statistics
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Small and Medium Business | $ | 11,774 | $ | 11,132 | $ | 642 | 5.8 | % | ||||||||
| Global Enterprise | 10,224 | 10,410 | (186) | (1.8) | ||||||||||||
| Public Sector and Other | 6,324 | 6,362 | (38) | (0.6) | ||||||||||||
| Wholesale | 2,720 | 3,058 | (338) | (11.1) | ||||||||||||
| Total Operating Revenues(1) | $ | 31,042 | $ | 30,962 | $ | 80 | 0.3 | |||||||||
| Connections (‘000):(2) | ||||||||||||||||
| Wireless retail postpaid connections | 27,411 | 26,507 | 904 | 3.4 | ||||||||||||
| Fios internet connections | 356 | 335 | 21 | 6.3 | ||||||||||||
| Fios video connections | 71 | 73 | (2) | (2.7) | ||||||||||||
| Wireline broadband connections | 477 | 482 | (5) | (1.0) | ||||||||||||
| Net Additions in Period ('000):(3) | ||||||||||||||||
| Wireless retail postpaid | 1,001 | 1,518 | (517) | (34.1) | ||||||||||||
| Wireless retail postpaid phones | 509 | 572 | (63) | (11.0) | ||||||||||||
| Churn Rate: | ||||||||||||||||
| Wireless retail postpaid | 1.27 | % | 1.20 | % | ||||||||||||
| Wireless retail postpaid phones | 1.03 | % | 0.96 | % |
(1)Service and other revenues included in our Business segment amounted to approximately $27.7 billion and $28.1 billion for the years ended December 31, 2021 and 2020, respectively. Wireless equipment revenues included in our Business segment amounted to approximately $3.4 billion and $2.9 billion for the years ended December 31, 2021 and 2020, respectively.
(2)As of end of period
(3)Includes certain adjustments
Business's total operating revenues increased during 2021 compared to 2020, as a result of an increase in Small and Medium Business revenue, partially offset by decreases in Global Enterprise, Public Sector and Other and Wholesale revenues.
Small and Medium Business
Small and Medium Business offers wireless services and equipment, conferencing services, tailored voice and networking products, Fios services, Internet Protocol (IP) networking, advanced voice solutions and security and managed information technology services to our U.S.-based small and medium businesses that do not meet the requirements to be categorized as Global Enterprise, as described below.
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Small and Medium Business revenues increased during 2021 compared to 2020 and was primarily due to:
•an increase in wireless equipment revenue of $392 million driven by a shift to higher priced equipment in the mix of devices sold and higher volumes, partially offset by an increase in promotions;
•an increase in wireless service revenue of $331 million driven by an increase in the amount of wireless retail postpaid connections, as well as increases in usage and non-recurring fees related to the impacts of the COVID-19 pandemic in the prior year; and
•a decrease of $127 million related to the loss of voice and DSL service connections.
Fios revenues totaled $984 million, which represents an increase of $58 million during 2021 compared to 2020. The increase was primarily related to increases in total connections, as well as increased demand for higher broadband speeds.
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 during 2021 compared to 2020 and was primarily due to:
•a decrease of $467 million in traditional data and voice communication services related to secular pressures in the marketplace;
•an increase of $106 million in wireless equipment revenue driven by a shift to higher priced equipment in the mix of devices sold and higher volumes;
•an increase of $90 million in customer premise equipment related to increased volumes; and
•an increase of $58 million related to professional services revenue.
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 business services and connectivity similar to the products and services offered by Global Enterprise, in each case, with features and pricing designed to address the needs of governments and educational institutions.
Public Sector and Other revenues decreased during 2021 compared to 2020 and was primarily due to:
•a decrease of $248 million due to customers migrating to new solutions, customer premise equipment volumes and other miscellaneous activity;
•a decrease of $42 million in wireless equipment revenue primarily driven by a decrease in the number of wireless devices sold as a result of a reduction in activations partly related to COVID-19 impacts in the prior year. The decrease is partially offset by a shift to higher priced equipment in the mix of wireless devices sold;
•an increase in wireless service revenue of $217 million primarily related to a higher volume of wireless connections driven by shifting technology needs in remote business environments, particularly in education; and
•an increase of $52 million in professional services revenue.
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 during 2021 compared to 2020 and was primarily due to:
•a decrease of $338 million related to declines in traditional voice communication and network connectivity as a result of technology substitution.
Operating Expenses
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Cost of services | $ | 10,653 | $ | 10,659 | $ | (6) | (0.1) | % | ||||||||
| Cost of wireless equipment | 4,544 | 4,064 | 480 | 11.8 | ||||||||||||
| Selling, general and administrative expense | 8,324 | 8,380 | (56) | (0.7) | ||||||||||||
| Depreciation and amortization expense | 4,084 | 4,086 | (2) | — | ||||||||||||
| Total Operating Expenses | $ | 27,605 | $ | 27,189 | $ | 416 | 1.5 |
Cost of Services
Cost of services were relatively flat during 2021 compared to 2020 primarily due to:
•a decrease in access costs of $317 million related to a decline in voice services;
•an increase in direct costs of $128 million related to professional services;
•an increase in building and facilities costs of $119 million primarily driven by higher utility rates; and
•an increase in regulatory fees of $81 million related to a higher FUSF rate.
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Cost of Wireless Equipment
Cost of wireless equipment increased during 2021 compared to 2020 and was primarily due to:
•an increase of $987 million related to a shift to higher priced equipment in the mix of wireless devices sold; and
•a decrease of $578 million driven by a lower volume of wireless devices sold.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased during 2021 compared to 2020, and was primarily due to:
•a decrease in personnel expense of $140 million primarily driven by additional sales commission expense related to actions taken in 2020 in response to the COVID-19 pandemic and lower consulting fees; and
•an increase of $71 million in data and network systems related to IT and technology contracts.
Segment Operating Income and EBITDA
| (dollars in millions) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase/(Decrease) | ||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2021 vs. 2020 | |||||||||||||
| Segment Operating Income | $ | 3,437 | $ | 3,773 | $ | (336) | (8.9) | % | ||||||||
| Add Depreciation and amortization expense | 4,084 | 4,086 | (2) | — | ||||||||||||
| Segment EBITDA | $ | 7,521 | $ | 7,859 | $ | (338) | (4.3) | |||||||||
| Segment operating income margin | 11.1 | % | 12.2 | % | ||||||||||||
| Segment EBITDA margin | 24.2 | % | 25.4 | % |
The changes in the table above during the periods presented were primarily a result of the factors described in connection with operating revenues and operating expenses.
Special Items
Special items included in Income Before Provision For Income Taxes were as follows:
| (dollars in millions) | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | 2021 | 2020 | ||||
| Severance, pension and benefits charges (credits) | ||||||
| Selling, general and administrative expense | $ | 209 | $ | 221 | ||
| Other income (expense), net | (2,379) | 1,610 | ||||
| Loss on spectrum licenses | ||||||
| Selling, general and administrative expense | 223 | 1,195 | ||||
| Net early debt redemption costs | ||||||
| Other income (expense), net | 3,541 | 129 | ||||
| Interest expense | — | (27) | ||||
| Net (gain) loss from dispositions of assets and businesses | ||||||
| Selling, general and administrative expense | (706) | 126 | ||||
| Equity in earnings (losses) of unconsolidated businesses | (131) | — | ||||
| Other income (expense), net | — | (7) | ||||
| Total | $ | 757 | $ | 3,247 |
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.
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The income and expenses related to special items included in our consolidated results of operations were as follows:
| (dollars in millions) | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | 2021 | 2020 | ||||
| Within Total Operating Expenses | $ | (274) | $ | 1,542 | ||
| Within Equity in earnings (losses) of unconsolidated businesses | (131) | — | ||||
| Within Other income (expense), net | 1,162 | 1,732 | ||||
| Within Interest expense | — | (27) | ||||
| Total | $ | 757 | $ | 3,247 |
Severance, Pension and Benefits Charges (Credits)
During 2021, in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur, we recorded net pre-tax pension and benefits credits of $2.4 billion in our pension and postretirement benefit plans. The credits were recorded in Other income (expense), net in our consolidated statement of income and were primarily driven by a credit of $1.1 billion due to an increase in our discount rate assumption used to determine the current year liabilities of our pension plans and postretirement benefit plans from a weighted-average of 2.6% at December 31, 2020 to a weighted-average of 2.9% at December 31, 2021, a credit of $847 million due to the difference between our estimated and our actual return on assets and a credit of $453 million due to other actuarial assumption adjustments. During 2021, we also recorded net pre-tax severance charges of $209 million related to voluntary separations under our existing plans in Selling, general and administrative expense in our consolidated statements of income.
During 2020, in accordance with our accounting policy to recognize actuarial gains and losses in the period in which they occur, we recorded net pre-tax pension and benefits charges of $1.6 billion in our pension and postretirement benefit plans. The charges were recorded in Other income (expense), net in our consolidated statements of income and were primarily driven by a charge of $3.2 billion due to a decrease in our discount rate assumption used to determine the current year liabilities of our pension plans and postretirement benefit plans from a weighted-average of 3.3% at December 31, 2019 to a weighted-average of 2.6% at December 31, 2020, partially offset by a credit of $1.6 billion due to the difference between our estimated and our actual return on assets. During 2020, we also recorded net pre-tax severance charges of $221 million related to a voluntary offer under our existing separation plans in Selling, general and administrative expense in our consolidated statements of income.
Due to the presentation of the other components of net periodic benefit cost, we recognize a portion of the pension and benefits charges (credits) in Other income (expense), net in our consolidated statements of income.
See Note 11 to the consolidated financial statements for additional information related to severance, pension and benefits charges (credits).
Loss on Spectrum Licenses
During 2021, we recognized a pre-tax loss of $223 million as a result of signing two agreements to sell certain wireless licenses.
During 2020, we recorded a pre-tax net loss of $1.2 billion as a result of the conclusion of the FCC incentive auction, Auction 103, for spectrum licenses in the upper 37 Gigahertz (GHz), 39 GHz and 47 GHz bands. See Note 3 to the consolidated financial statements for additional information.
Net Early Debt Redemption Costs
During 2021, we recorded pre-tax early debt redemption costs of $3.5 billion in connection with tender offers, the redemptions of securities issued by Verizon and open market repurchases of various Verizon and subsidiary notes.
During 2020, we recorded net pre-tax early debt redemption costs of $102 million in connection with the redemptions of securities issued by Verizon and open market repurchases.
See Note 7 to the consolidated financial statements for additional information related to our early debt redemptions.
Net (Gain) Loss from Dispositions of Assets and Businesses
During 2021, we recorded a pre-tax net gain of $837 million, primarily in connection with the sales of Verizon Media and our investment in the Complex Media business. During 2020, we recorded a pre-tax net loss of $119 million, primarily in connection with the sale of our Huffington Post business.
See Note 3 to the consolidated financial statements for additional information related to dispositions of assets and businesses.
Operating Environment and Trends
The telecommunications industry is highly competitive. We expect competition to remain intense as traditional and non-traditional participants seek increased market share. Our high-quality customer base and networks differentiate us from our competitors and give us the ability to plan and manage through changing economic and competitive conditions. We remain focused on executing on the fundamentals of the business: maintaining a high-quality customer base, delivering strong financial and operating results and strengthening our balance sheet.
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We will continue to invest for growth, which we believe is the key to creating value for our shareholders. We continue to lead in 4G LTE performance while building momentum for our 5G network. Our strategy lays the foundation for the future through investments in our Intelligent Edge Network that enable efficiencies throughout our core infrastructure and deliver flexibility to meet customer requirements.
The U.S. wireless market has achieved a high penetration of smartphones, which reduces the opportunity for new phone connection growth for the industry. We expect future revenue growth in the industry to be driven by expanding existing customer relationships, increasing the number of ways customers can connect with wireless networks and services and increasing the penetration of other connected devices including wearables, tablets and IoT devices. We expect 5G technology will provide a significant opportunity for growth in the industry in 2022 and beyond. With respect to our wireless connectivity products and services, we compete against other national wireless service providers, including AT&T Inc. and T-Mobile USA, Inc., as well as various regional wireless service providers. We also compete for retail activations with resellers that buy bulk wholesale service from wireless service providers, including Verizon, and resell it to their customers. Resellers include cable companies and others. We face competition from other communications and technology companies seeking to increase their brand recognition and capture customer revenue with respect to the provision of wireless products and services, in addition to non-traditional offerings in mobile data. For example, Microsoft Corporation, Alphabet Inc., Apple Inc., Meta Platforms, Inc. and others are offering alternative means for messaging and making wireless voice calls that, in certain cases, can be used in lieu of the wireless provider’s voice service, as well as alternative means of accessing video content.
With respect to wireless services and equipment, pricing plays an important role in the wireless competitive landscape. We compete in this area by offering our customers services and devices that we believe they will regard as the best available value for the price. As the demand for wireless services continues to grow, wireless service providers are offering a range of service plans at competitive prices. These service offerings will vary from time to time based on customer needs, technology changes and market conditions and may be provided as standard plans or as part of limited time promotional offers.
We expect future service revenue growth opportunities to arise from increased access revenue as customers shift to higher access plans, driven in part by attractive bundled content with premium brands, as well as from increased connections per account. Future service revenue growth opportunities will be dependent on expanding the penetration of our services, increasing the number of ways that our customers can connect with our networks and services and the development of new ecosystems. We and other wireless service providers, as well as equipment manufacturers, offer device payment options, which provide customers with the ability to pay for their device over a period of time, and some providers offer device leasing arrangements.
Current and potential competitors in the wireline service market include cable companies, wireless service providers, domestic and foreign telecommunications providers, satellite television companies, internet service providers, over-the-top providers and other companies that offer network services and managed enterprise solutions.
In addition, companies with a global presence are increasingly competing with us in our wireline services. A relatively small number of telecommunications and integrated service providers with global operations serve customers in the global enterprise market and, to a lesser extent, the global wholesale market. We compete with these providers for large contracts to provide integrated solutions to global enterprises and government customers. Many of these companies have strong market presence, brand recognition and existing customer relationships, all of which contribute to intensifying competition that may affect our future revenue growth.
Despite this challenging environment, we expect that we will be able to grow key aspects of our wireline services. We continue to provide network reliability and offer products, which include fiber-optic internet access, several video services, and voice services. Further, we will continue to offer our business and government customers more robust IP products and services, and advance our IoT strategies by leveraging business models that monetize usage on our networks at the connectivity, platform and solution layers.
We will also continue to focus on cost efficiencies to ensure we have the maximum flexibility to adjust to changes in the competitive and economic environments and maximize returns to shareholders.
2022 Connection Trends
In our Consumer segment, we expect to continue to attract new customers and maintain high-quality retail postpaid customers, capitalizing on demand for data services and providing our customers new ways of using wireless services in their daily lives. We expect that future connection growth will be driven by smartphones, tablets and other connected devices such as wearables. We believe the combination of our wireless network performance and Mix & Match unlimited plans provides a superior customer experience, supporting increased penetration of data services and the continued attraction and retention of higher valued retail postpaid connections. We anticipate continued pressure in 2022 related to Tracfone subscribers as we seek to improve the customer retention rate that has declined over the prior two years, however expect to grow the Tracfone customer base over time by furthering our investment and increasing our product and service offerings within the business. We expect to manage churn by providing a consistent, reliable experience on our wireless service and focusing on improving the customer experience through simplified pricing and continued focus in our distribution channels. We expect to continue to grow our Fios internet connections as we seek to increase our penetration rates within our Fios service areas, further supported by the demand for higher speed internet connections. At the same time, we expect accelerating fixed wireless access connections to complement strong Fios results as demand for services continues to grow. In Fios video, the business continues to face ongoing pressure as observed throughout the linear television market. We expect to manage market pressure by offering customers a choice of video service, including options such as Mix & Match on Fios and other offerings. We have experienced continuing access line and DSL losses as customers have disconnected both primary
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and secondary lines and switched to alternative technologies such as wireless, Voice over Internet Protocol, and cable for voice and data services.
In our Business segment, we offer wireless products and services to business and government customers across the U.S. We continue to grow our retail connections while operating in a competitive environment. We expect that this connection growth, combined with our industry-leading network assets, will provide additional opportunities to sell solutions, such as those around security, advanced communications and professional services. We also expect to expand our existing services offered to business customers through our Intelligent Edge Network, our multi-use platform.
In addition, in both our Consumer and our Business segments, we expect to support connection growth in part by adding capacity and density to our 4G LTE network, and by leading the build-out of our 5G network. We also anticipate the continued migration of 3G connections onto 4G and 5G technologies with the expected cessation of 3G services.
2022 Operating Revenue Trends
In our Consumer segment, we expect to see a continuation of service revenue growth in 2022 as customers shift to higher access plans with additional services and increase the number of devices they connect with our networks and services. We expect continued growth in wireless service revenue, driven by Tracfone contributions, migrations to higher priced plans and increases in fixed wireless access connections. We expect Fios revenue to benefit in 2022 as growth in our broadband customer base and increases in demand for higher speed internet connections offsets the impact of the shift from the triple-play bundle to standalone service.
In our Business segment, we expect wireless revenue to expand, driven by growth from increases in wireless volumes and fixed wireless access contributions. We expect that Fios, through increased penetration, will also contribute to revenue growth. Legacy traditional wireline services will continue to face secular pressures.
On September 1, 2021, we completed the sale of Verizon Media. We expect to see a decrease in operating revenues as a result of this divestiture.
2022 Operating Expense and Cash Flow from Operations Trends
We expect our consolidated operating income margin and adjusted consolidated EBITDA margin to remain strong as we continue to drive revenue growth and undertake initiatives to reduce our overall cost structure by improving productivity and gaining efficiencies in our operations throughout the business in 2022 and beyond. Business Excellence initiatives include zero-based budgeting methodology, driving capital efficiencies from the architecture of the networks and evolving our Information Technology strategy. We believe our additional investments in our Business segment in both product simplification and continued focus on process improvements and new work tools will drive cost savings and create incremental growth opportunities in areas such as 5G and One Fiber.
We create value for our shareholders by investing the cash flows generated by our business in opportunities and transactions that support continued profitable growth, thereby increasing customer satisfaction and usage of our products and services. In addition, we have used our cash flows to maintain and grow our dividend payout to shareholders. Verizon’s Board of Directors increased the Company’s quarterly dividend by 2.0% during 2021, making this the fifteenth consecutive year in which we have raised our dividend.
Our goal is to use our cash to create long-term value for our shareholders. We will continue to look for investment opportunities that will help us to grow the business, strengthen our balance sheet, acquire spectrum licenses (see "Cash Flows from Investing Activities"), pay dividends to our shareholders and, when appropriate, buy back shares of our outstanding common stock (see "Cash Flows from Financing Activities").
Liquidity and Capital Resources
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 spectrum 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 over the next 12 months and beyond.
Our cash and cash equivalents balance is $2.9 billion as of December 31, 2021, consistent with historical pre-pandemic levels. 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.
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, such as the completion of business acquisitions, the acquisition of additional wireless spectrum, or to maintain an appropriate capital structure to ensure our financial flexibility. 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.
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Capital Expenditures
Our 2022 capital program includes capital to fund advanced networks and services, including expanding our core networks, adding capacity and density to our 5G network in order to stay ahead of our customers’ increasing data demands and deploying C-Band, transforming our structure to deploy the Intelligent Edge Network while reducing the cost to deliver services to our customers, and pursuing other opportunities to drive operating efficiencies. We expect that the new network architecture will simplify operations by eliminating legacy network elements, improve our 4G LTE coverage, speed the deployment of 5G technology, and create new enterprise opportunities in the business market. We anticipate cash requirements for our 2022 capital program to be between $16.5 billion and $17.5 billion. Furthermore, we expect an additional $5.0 billion to $6.0 billion in capital expenditures related to C-Band, as we continue to build out the initial markets and begin preparations for deploying phase two spectrum.
Contractual Obligations and Commitments
We have various contractual obligations and commitments. The following represent our anticipated material cash requirements from known contractual and other obligations as of December 31, 2021:
•Long-term debt, including current maturities, commitments of $150.2 billion and related interest payments of $78.0 billion, of which $7.1 billion and $4.9 billion, respectively, are expected to be due within the next twelve months. Items included in long-term debt with variable coupon rates exclude unamortized debt issuance costs, and are described in Note 7 to the consolidated financial statements.
•Operating lease obligations of $31.5 billion and Finance lease obligations of $1.4 billion, of which $4.4 billion and $402 million, respectively, are expected to be due within the next twelve months. In addition, the Company has an obligation of $969 million representing future minimum payments under the sublease arrangement for our cell towers, of which $292 million is expected to be due within the next twelve months. See Note 6 to the consolidated financial statements for additional information.
•Unconditional purchase obligations, with terms in excess of one year, amount to $29.8 billion, of which $10.2 billion is expected to be due within the next twelve months. Items included in unconditional purchase obligations are primarily commitments to purchase network equipment, software and services, content, marketing services and other items which will be used or sold in the ordinary course of business. These amounts do not represent our entire anticipated purchases in the future, but represent only those items that are the subject of contractual obligations. We also purchase products and services as needed with no firm commitment. See Note 16 to the consolidated financial statements for additional information.
•Other long-term liabilities, including current maturities, of $4.2 billion, of which $864 million is expected to be due within the next twelve months. Other long-term liabilities represent estimated postretirement benefit and qualified pension plan contributions. Qualified pension plan contributions include estimated minimum funding contributions. We expect that there will be no required pension funding through 2031, subject to changes in market conditions. Postretirement benefit payments include estimated future postretirement benefit payments. These estimated amounts: (1) are subject to change based on changes to assumptions and future plan performance, which could impact the timing and/or amounts of these payments; and (2) exclude expectations beyond 5 years due to uncertainty of the timing and amounts. See Note 11 to the consolidated financial statements for additional information.
•We are not able to make a reasonable estimate of when the unrecognized tax benefits balance of $3.1 billion and related interest and penalties will be settled with the respective taxing authorities until the related tax audits are further developed or resolved. See Note 12 to the consolidated financial statements for additional information.
Consolidated Financial Condition
| (dollars in millions) | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | 2021 | 2020 | ||||
| Cash flows provided by (used in) | ||||||
| Operating activities | $ | 39,539 | $ | 41,768 | ||
| Investing activities | (67,153) | (23,512) | ||||
| Financing activities | 8,277 | 1,325 | ||||
| Increase (decrease) in cash, cash equivalents and restricted cash | $ | (19,337) | $ | 19,581 |
Cash Flows Provided By Operating Activities
Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities decreased by $2.2 billion during 2021 compared to 2020, primarily due to changes in working capital, which includes higher wireless volumes, and slightly higher cash taxes in 2021. These decreases were partially offset by an increase in earnings of $4.3 billion. As a result of prior years' discretionary contributions and the fact that actual asset returns have been higher than expected, we expect that there will be no required pension funding through 2031, subject to changes in market conditions.
Cash Flows Used In Investing Activities
Capital Expenditures
Capital expenditures continue to relate primarily to the use of capital resources to increase the operating efficiency and productivity of our networks, maintain our existing infrastructure, facilitate the introduction of new products and services and enhance responsiveness to competitive challenges.
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Capital expenditures, including capitalized software, were $20.3 billion and $18.2 billion for 2021 and 2020, respectively. Capital expenditures increased approximately $2.1 billion, or 11.5%, during 2021 compared to 2020, primarily due to increased focus on 5G technology deployment.
Acquisitions of Wireless Licenses
In February 2021, the FCC completed an auction, Auction 107, for mid-band spectrum known as C-Band. During 2021, we paid approximately $45.9 billion for spectrum licenses in connection with this auction and related costs, of which $1.3 billion was primarily paid for certain obligations related to projected clearing costs associated with this auction.
During 2020, we paid approximately $3.9 billion in acquisitions of wireless licenses. In March 2020, the FCC completed an incentive auction, Auction 103, for spectrum licenses. Through December 31, 2020, we paid approximately $1.6 billion, including $101 million paid in December 2019. In September 2020, the FCC completed Auction 105 for Priority Access Licenses. Through December 31, 2020, we paid approximately $1.9 billion for the licenses.
During 2021 and 2020, we recorded capitalized interest related to wireless licenses of $1.6 billion and $242 million, respectively.
During 2021 and 2020, we entered into and completed various other wireless license acquisitions for cash consideration of $95 million and $360 million, respectively.
Acquisitions of Businesses, Net of Cash Acquired
During 2021 and 2020, we invested $4.1 billion and $520 million, respectively, in acquisitions of businesses, net of cash acquired.
In September 2020, we entered into a purchase agreement to acquire Tracfone, a provider of prepaid and value mobile services in the U.S. The transaction closed in November 2021. The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $3.6 billion, net of cash acquired, subject to customary closing adjustments, approximately 57.6 million shares of Verizon common stock valued at approximately $3.0 billion, and up to an additional $650 million in future cash contingent consideration.
In October 2020, we entered into a definitive agreement to acquire certain assets of Bluegrass Cellular (Bluegrass), a rural wireless operator serving central Kentucky. The transaction closed in March 2021. The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $412 million, net of cash acquired, which is subject to customary closing adjustments.
In April 2020, we entered into a definitive purchase agreement to acquire Blue Jeans Network, Inc. (BlueJeans), an enterprise-grade video conferencing and event platform, whose services are sold to Business customers globally. The transaction closed in May 2020. The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $397 million, net of cash acquired.
During 2021 and 2020, we completed various other acquisitions for cash consideration of approximately $51 million and $127 million, respectively.
See "Acquisitions and Divestitures" for information on our acquisitions.
Disposition of Business
During 2021, we received cash proceeds in connection with the sale of Verizon Media of $4.1 billion, net of cash transferred, subject to customary adjustments, $750 million in non-convertible preferred limited partnership units of the Apollo Affiliate and 10% of the fully-diluted common limited partnership units of the Apollo Affiliate. See Note 3 to the consolidated financial statements for additional information.
Other, Net
During 2021, we received cash of $321 million in connection with the settlement of a note receivable related to Tracfone and net cash proceeds of $98 million in connection with the sale of our investment in the Complex Media business.
Cash Flows Provided by 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 2021 and 2020, net cash provided by financing activities was $8.3 billion and $1.3 billion, respectively.
2021
During 2021, our net cash provided by financing activities of $8.3 billion was primarily driven by $41.4 billion provided by proceeds from long-term borrowings, which included $8.4 billion of proceeds from our asset-backed debt transactions. These cash flows provided by financing activities were partially offset by $18.9 billion used for repayments, redemptions and repurchases of long-term borrowings (secured and unsecured) as well as finance lease obligations, $10.4 billion used for dividend payments and $3.8 billion used for other financing activities.
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Proceeds from and Repayments, Redemptions, and Repurchases of Long-Term Borrowings
At December 31, 2021, our total debt increased to $150.9 billion as compared to $129.1 billion at December 31, 2020. Our effective interest rate was 3.6% and 4.1% during the years ended December 31, 2021 and 2020, respectively. The substantial majority of our total debt portfolio consists of fixed rate indebtedness, therefore, changes in interest rates do not have a material effect on our interest payments. See also "Market Risk" and Note 7 to the consolidated financial statements for additional information.
At December 31, 2021, approximately $33.5 billion, or 22.2%, of the aggregate principal amount of our total debt portfolio consisted of foreign denominated debt, primarily Euro and British Pound Sterling. We have entered into cross currency swaps on our foreign denominated debt in order to fix our future interest and principal payments in U.S. dollars and mitigate the impact of foreign currency transaction gains or losses. See "Market Risk" for additional information.
Verizon may acquire debt securities issued by Verizon and its affiliates through open market purchases, redemptions, 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.
Other, Net
Other, net financing activities during 2021 includes $320 million in payments related to vendor financing arrangements, $161 million in postings of derivative collateral and early debt redemption costs. See Note 15 to the consolidated financial statements for additional information on the early debt redemption costs.
Dividends
The Verizon Board of Directors assesses the level of our dividend payments on a periodic basis taking into account such factors as long-term growth opportunities, internal cash requirements and the expectations of our shareholders. During the third quarter of 2021, the Board increased our quarterly dividend payment by 2.0% to $0.6400 from $0.6275 per share from the previous quarter. This is the fifteenth consecutive year that Verizon’s Board of Directors has approved a quarterly dividend increase.
As in prior periods, dividend payments were a significant use of capital resources. During 2021, we paid $10.4 billion in dividends.
2020
During 2020, our net cash provided by financing activities of $1.3 billion was primarily driven by $31.5 billion provided by proceeds from long-term borrowings, which included $5.6 billion of proceeds from our asset-backed debt transactions. These cash flows provided by financing activities were partially offset by $17.2 billion used for repayments, redemptions and repurchases of long-term borrowings (secured and unsecured) as well as finance lease obligations, $10.2 billion used for dividend payments and $2.7 billion used for other financing activities.
Proceeds from and Repayments, Redemptions, and Repurchases of Long-Term Borrowings
At December 31, 2020, our total debt was $129.1 billion, and during the year ended December 31, 2020, our effective interest rate was 4.1%. The substantial majority of our total debt portfolio consisted of fixed rate indebtedness, therefore, changes in interest rates did not have a material effect on our interest payments. See "Market Risk" and Note 7 to the consolidated financial statements for additional information.
At December 31, 2020, approximately $29.0 billion, or 22.5%, of the aggregate principal amount of our total debt portfolio consisted of foreign denominated debt, primarily Euro and British Pound Sterling. We have entered into cross currency swaps on substantially all of our foreign denominated debt in order to fix our future interest and principal payments in U.S. dollars and mitigate the impact of foreign currency transaction gains or losses. See "Market Risk" for additional information.
Other, Net
Other, net financing activities during 2020 includes $827 million in payments related to vendor financing arrangements and $748 million in cash paid on debt exchanges. See Note 15 to the consolidated financial statements for additional information.
Dividends
During the third quarter of 2020, the Board increased our quarterly dividend payment by 2.0% to $0.6275 per share.
As in prior periods, dividend payments were a significant use of capital resources. During 2020, we paid $10.2 billion in dividends.
Asset-Backed Debt
As of December 31, 2021, the carrying value of our asset-backed debt was $14.2 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), a wholly-owned subsidiary of Verizon, 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
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receivables to another ABS Entity that issues the debt. Verizon entities retain the equity interests and residual interests, as applicable, 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 our 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 consolidated balance sheets.
Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our consolidated statements of cash flows. The asset-backed debt issued and the assets securing this debt are included in our consolidated balance sheets.
See Note 7 to the consolidated financial statements for additional information.
In December 2021, we entered into an ABS financing facility with a number of financial institutions (2021 ABS Financing Facility). Two loan agreements were entered into in connection with the 2021 ABS Financing Facility in December 2021. Under the terms of the 2021 ABS Financing Facility, the financial institutions make advances under asset-backed loans backed by device payment plan agreement receivables of both Consumer customers and Business customers. Two loan agreements are outstanding in connection with the 2021 ABS Financing Facility, one with a final maturity date in December 2025 and the other in December 2026, and each loan agreement bears interest at floating rates. There is a one or two year revolving period, as set forth in the applicable loan agreement, which may be extended with the approval of the financial institutions. Under the loan agreements, 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 December 2021, we borrowed $4.3 billion under the loan agreements. The aggregate outstanding balance under the 2021 ABS Financing Facility was $4.3 billion as of December 31, 2021.
Long-Term Credit Facilities
| At December 31, 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Maturities | Facility Capacity | Unused Capacity | Principal Amount Outstanding | ||||||||
| Verizon revolving credit facility (1) | 2024 | $ | 9,500 | $ | 9,418 | N/A | ||||||
| Various export credit facilities (2) | 2024 - 2029 | 7,000 | — | $ | 4,676 | |||||||
| Total | $ | 16,500 | $ | 9,418 | $ | 4,676 |
N/A - not applicable
(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. The revolving credit facility provides for the issuance of letters of credit.
(2) During both 2021 and 2020, we drew down $1.0 billion from these facilities, respectively. These credit facilities are used to finance equipment-related purchases. Borrowings under certain of these facilities amortize semi-annually in equal installments up to the applicable maturity dates. Maturities reflect maturity dates of principal amounts outstanding. Any amounts borrowed under these facilities and subsequently repaid cannot be reborrowed.
In November 2021, we repaid $500 million under an export credit facility entered into in July 2017.
Common Stock
Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareholder plans. During the years ended December 31, 2021 and 2020, we issued 2.1 million and 2.3 million common shares from treasury stock, respectively, which had an insignificant aggregate value.
In connection with our acquisition of Tracfone in November 2021, we issued approximately 57.6 million shares of Verizon common shares from treasury stock valued at approximately $3.0 billion. See Note 3 to the consolidated financial statements for additional information.
In February 2020, the Verizon Board of Directors authorized a share buyback program to repurchase up to 100 million shares of Verizon'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. The program permits Verizon to repurchase shares over time, with the
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amount and timing of repurchases depending on market conditions and corporate needs. There were no repurchases of common stock during 2021 and 2020 under our current or previously authorized share buyback program.
Credit Ratings
Verizon’s credit ratings did not change in 2021 or 2020.
Securities ratings assigned by rating organizations are expressions of opinion and are not recommendations to buy, sell or hold securities. A securities rating is subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
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 in our debt agreements.
Change In Cash, Cash Equivalents and Restricted Cash
Our Cash and cash equivalents at December 31, 2021 totaled $2.9 billion, a $19.3 billion decrease compared to December 31, 2020, primarily as a result of the factors discussed above.
Restricted cash at December 31, 2021 totaled $1.2 billion, an $87 million decrease compared to restricted cash at December 31, 2020, 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 or wireless licenses. Therefore, we believe it is important to view free cash flow as a complement to our entire consolidated statements of cash flows.
The following table reconciles net cash provided by operating activities to free cash flow:
| (dollars in millions) | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | 2021 | 2020 | ||||
| Net cash provided by operating activities | $ | 39,539 | $ | 41,768 | ||
| Less Capital expenditures (including capitalized software) | 20,286 | 18,192 | ||||
| Free cash flow | $ | 19,253 | $ | 23,576 |
The decrease in free cash flow during 2021 is a reflection of the decrease in operating cash flows, as well as the increase in capital expenditures discussed above.
Employee Benefit Plans Funded Status and Contributions
Employer Contributions
We operate numerous qualified and nonqualified pension plans and other postretirement benefit plans. These plans primarily relate to our domestic business units. We made no discretionary contribution to our qualified pension plan in either 2021 or 2020. During 2021 and 2020 we made contributions of $58 million and $57 million to our nonqualified pension plans, respectively.
The Company’s overall investment strategy is to achieve a mix of assets that allows us to meet projected benefit payments while taking into consideration risk and return. In an effort to reduce the risk of our portfolio strategy and better align assets with liabilities, we have adopted a liability driven pension strategy that seeks to better match the interest rate sensitivity of the liability hedging assets with the interest rate sensitivity of the liability. We expect that the strategy will reduce the likelihood that assets will decline at a time when liabilities increase (referred to as liability hedging), with the goal to reduce the risk of underfunding to the plan and its participants and beneficiaries; however, we also expect the strategy to result in lower asset returns. Nonqualified pension contributions are estimated to be approximately $60 million in 2022.
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Contributions to our other postretirement benefit plans generally relate to payments for benefits on an as-incurred basis since these other postretirement benefit plans do not have funding requirements similar to the pension plans. We contributed $885 million and $709 million to our other postretirement benefit plans in 2021 and 2020, respectively. Contributions to our other postretirement benefit plans are estimated to be approximately $860 million in 2022.
Leasing Arrangements
See Note 6 to the consolidated financial statements for additional information related to leasing arrangements.
Guarantees
We guarantee the debentures of our operating telephone company subsidiaries. See Note 7 to the consolidated financial statements for additional information.
In connection with the execution of agreements for the sale 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 financial losses. See Note 16 to the consolidated financial statements for additional information.
As of December 31, 2021, letters of credit totaling approximately $674 million, which were executed in the normal course of business and support several financing arrangements and payment obligations to third parties, were outstanding. See Note 16 to the consolidated financial statements for additional information.
Other Future Obligations
During 2021, Verizon entered into seven renewable energy purchase agreements (REPAs) with third parties, in addition to 13 signed in previous years. See Note 16 to the consolidated financial statements for additional information. Under the REPAs, we plan to purchase up to an aggregate of approximately 2.6 gigawatts of capacity across multiple states, including Arizona, Illinois, Indiana, Iowa, Maryland, New York, North Carolina, Ohio, Pennsylvania, Texas and West Virginia.
Critical Accounting Estimates and Recently Issued Accounting Standards
Critical Accounting Estimates
A summary of the critical accounting estimates used in preparing our financial statements are as follows:
Wireless Licenses and Goodwill
Wireless licenses and Goodwill are a significant component of our consolidated assets. Both our wireless licenses and goodwill are treated as indefinite-lived intangible assets and, therefore are not amortized, but rather are tested for impairment annually in the fourth fiscal quarter, unless there are events requiring an earlier assessment or changes in circumstances during an interim period suggesting impairment indicators are present. We believe our estimates and assumptions are reasonable and represent appropriate marketplace considerations as of the valuation date. Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates and assumptions are uncertain by nature, may change over time and can vary from actual results. It is possible that in the future there may be changes in our estimates and assumptions, including the timing and amount of future cash flows, margins, growth rates, market participant assumptions, comparable benchmark companies and related multiples and discount rates, which could result in different fair value estimates. Significant and adverse changes to any one or more of the above-noted estimates and assumptions could result in an impairment to our wireless licenses and goodwill impairment for one or more of our reporting units.
Wireless Licenses
The carrying value of our wireless licenses was approximately $147.6 billion as of December 31, 2021. We aggregate our wireless licenses into one single unit of accounting, as we utilize our wireless licenses on an integrated basis as part of our nationwide wireless network. Our wireless licenses provide us with the exclusive right to utilize certain radio frequency spectrum to provide wireless communication services. There are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of our wireless licenses.
We test our wireless licenses for potential impairment annually or more frequently if impairment indicators are present. We have the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. However, we may elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. It is our policy to perform quantitative impairment assessment at least every three years. During the fourth quarter of 2021, we performed a quantitative impairment assessment according to the policy.
Our quantitative impairment assessment consisted of comparing the estimated fair value of our aggregate wireless licenses to the aggregated carrying amount as of the test date. Under our quantitative assessment, we estimated the fair value of our wireless licenses using the Greenfield approach. The Greenfield approach is an income based valuation approach that values the wireless licenses by calculating the cash flow generating potential of a hypothetical start-up company that goes into business with no assets except the wireless licenses to be valued. A discounted cash flow analysis is used to estimate what a marketplace participant would be willing to pay to purchase the aggregated wireless licenses as of the valuation date. As a result, we were required to make significant estimates about future cash flows and profitability specifically associated with our wireless licenses, an appropriate discount rate based on the risk associated with those estimated cash flows
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and assumed terminal value and growth rates. We considered current and expected future economic conditions, current and expected availability of wireless network technology and infrastructure and related equipment and the costs thereof as well as other relevant factors in estimating future cash flows and profitability. The discount rate represented our estimate of the weighted-average cost of capital (WACC), or expected return, that a marketplace participant would have required as of the valuation date. We developed the discount rate based on our consideration of the cost of debt and equity of a group of guideline companies as of the valuation date. Accordingly, our discount rate incorporated our estimate of the expected return a marketplace participant would have required as of the valuation date, including the risk premium associated with the current and expected economic conditions as of the valuation date. The terminal value growth rate represented our estimate of the marketplace’s long-term growth rate.
The quantitative impairment assessment we performed during the fourth quarter of 2021 indicated that the fair value of our wireless licenses is substantially in excess of their carrying value and, therefore, did not result in an impairment. In the event of a 10% decline in the fair value of our wireless licenses, the fair value would have still exceeded their carrying value. We do not believe reasonable changes in significant estimates would change the outcome to this quantitative assessment. For instance, if either the terminal value growth rate declined by 50 basis points (bps) or if the WACC increased by 50 bps, the fair value of wireless licenses would still exceed its carrying value.
During the fourth quarter of 2020, we performed a qualitative impairment assessment as our annual impairment test to determine whether it is more likely than not that the fair value of our wireless licenses was less than the carrying amount. As part of our assessment we considered several qualitative factors including the business enterprise value of our combined wireless business, macroeconomic conditions (including changes in interest rates and discount rates), industry and market considerations (including industry revenue and EBITDA margin results, projections and recent merger and acquisition activity), the recent and projected financial performance of our combined wireless business as a whole, as well as other factors. Our annual impairment tests in 2020 indicated that it is more likely than not that the fair value of our wireless licenses remained above their carrying value and, therefore, did not result in an impairment.
Goodwill
To determine if goodwill is potentially impaired, we 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 indications of a potential impairment exist, the determination of whether an impairment has occurred requires the determination of the fair value of each reporting unit being assessed. It is our policy to perform quantitative impairment assessments at least every three years. During the fourth quarter of 2021, we performed quantitative impairment assessments for our Consumer and Business reporting units according to the policy.
Under the qualitative assessment, we consider several qualitative factors, including the business enterprise value of the reporting unit from the last quantitative test and the excess of fair value over carrying value from this test, macroeconomic conditions (including changes in interest rates and discount rates), industry and market considerations (including industry revenue and EBITDA margin results, projections and recent merger and acquisition activity), the recent and projected financial performance of the reporting unit, as well as other factors.
Under our quantitative assessment, the fair value of the reporting unit is calculated using a market approach and a discounted cash flow method, as a form of the income approach. 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 (WACC), 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 EBITDA growth relative to history and market trends and expectations. The market multiples approach incorporated significant judgment involved in the selection 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 judgmental, and an adverse change in one or a combination of these inputs could trigger a goodwill impairment loss in the future.
A projected sustained decline in a reporting unit's revenues and earnings could have a significant negative impact on its fair value and may result in impairment charges. Such a decline could be driven by, among other things: (1) more than anticipated increase in promotional activity, decreases in sales volumes or long-term growth rate as a result of competitive pressures or other factors; or (2) the inability to achieve or delays in achieving the goals in strategic initiatives. Also, adverse changes to macroeconomic factors, such as increases to long-term interest rates, would also negatively impact the fair value of the reporting unit.
At December 31, 2021, the balance of our goodwill was approximately $28.6 billion, of which $21.0 billion was in our Consumer reporting unit and $7.5 billion was in our Business reporting unit. At the goodwill impairment measurement date of October 31, 2021, our quantitative assessments indicate that the fair values for our Consumer and Business reporting units are substantially in excess of their carrying values and therefore did not result in an impairment. In the event of a 10% decline in the fair value of any of our reporting units, the fair value of each of our reporting units would have still exceeded their book values. We do not anticipate reasonable changes in significant estimates to change the outcomes to these quantitative impairment assessments. For instance, if either the terminal value growth rate declined by 50 bps, or if the WACC increased by 50 bps, the fair values of our reporting units would still exceed their respective carrying values.
At December 31, 2020, the balance of our goodwill was approximately $24.8 billion, of which $17.2 billion was in our Consumer reporting unit and $7.5 billion was in our Business reporting unit. We performed qualitative impairment assessments for our Consumer and Business
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reporting units during the fourth quarter of 2020. Our qualitative assessments indicated that it was more likely than not that the fair values of our Consumer and Business reporting units exceeded their respective carrying values and, therefore, did not result in an impairment.
Pension and Other Postretirement Benefit Plans
We maintain benefit plans for most of our employees, including, for certain employees, pension and other postretirement benefit plans. Benefit plan assumptions, including the discount rate used, the long-term rate of return on plan assets, the determination of the substantive plan and health care trend rates are periodically updated and impact the amount of benefit plan income, expense, assets and obligations. Changes to one or more of these assumptions could significantly impact our accounting for pension and other postretirement benefits.
In determining pension and other postretirement obligations, the weighted-average discount rate was selected to approximate the composite interest rates available on a selection of high-quality bonds available in the market at December 31, 2021. The bonds selected had maturities that coincided with the time periods during which benefit payments are expected to occur, were non-callable and available in sufficient quantities to ensure marketability (at least $300 million par outstanding). Bond yields are subject to uncertainty for a number of reasons including corporate performance, credit rating downgrades and upgrades, government fiscal policy decisions, and general market volatility. The expected long-term rates of return on plan assets used in determining the Company’s pension and other postretirement obligations are based on expectations for future investment returns for the plans’ asset allocation. The rates are subject to uncertainty for a number of reasons including corporate performance, credit ratings, monetary policy, inflation, exchange rates, investor behavior and general market volatility.
A sensitivity analysis of the impact of changes in the discount rate and the long-term rate of return on plan assets on the benefit obligations and expense (income) recorded, as well as on the funded status due to an increase or a decrease in the actual versus expected return on plan assets as of December 31, 2021 and for the year then ended pertaining to Verizon’s pension and postretirement benefit plans, is provided in the table below.
| (dollars in millions) | Percentage point change | Increase/(decrease) at December 31, 2021 | |
|---|---|---|---|
| Pension plans discount rate | +0.50 | $ | (1,125) |
| -0.50 | 1,249 | ||
| Rate of return on pension plan assets | +1.00 | (189) | |
| -1.00 | 189 | ||
| Postretirement plans discount rate | +0.50 | (810) | |
| -0.50 | 896 | ||
| Rate of return on postretirement plan assets | +1.00 | (5) | |
| -1.00 | 5 |
The annual measurement date for both our pension and other postretirement benefits is December 31. We use the full yield curve approach to estimate the interest cost component of net periodic benefit cost for pension and other postretirement benefits. The full yield curve approach refines our estimate of interest cost by applying the individual spot rates from a yield curve composed of the rates of return on several hundred high-quality fixed income corporate bonds available at the measurement date. These individual spot rates align with the timing of each future cash outflow for benefit payments and therefore provide a more precise estimate of interest cost.
See Note 11 to the consolidated financial statements for additional information.
Income Taxes
Our current and deferred income taxes and associated valuation allowances are impacted by events and transactions arising in the normal course of business as well as in connection with the adoption of new accounting standards, changes in tax laws and rates, acquisitions and dispositions of businesses and non-recurring items. As a global commercial enterprise, our income tax rate and the classification of income taxes can be affected by many factors, including estimates of the timing and realization of deferred income tax assets and the timing and amount of income tax payments. We account for tax benefits taken or expected to be taken in our tax returns in accordance with the accounting standard relating to the uncertainty in income taxes, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. We review and adjust our liability for unrecognized tax benefits based on our best judgment given the facts, circumstances and information available at each reporting date. To the extent that the final outcome of these tax positions is different than the amounts recorded, such differences may impact income tax expense and actual tax payments. We recognize any interest and penalties accrued related to unrecognized tax benefits in income tax expense. Actual tax payments may materially differ from estimated liabilities as a result of changes in tax laws as well as unanticipated transactions impacting related income tax balances. See Note 12 to the consolidated financial statements for additional information.
Property, Plant and Equipment
Our Property, plant and equipment balance represents a significant component of our consolidated assets. We record Property, plant and equipment at cost. We depreciate Property, plant and equipment on a straight-line basis over the estimated useful life of the assets. The estimated useful life is subject to change due to a variety of factors such as change in asset capacity or performance, technical obsolescence, market expectations and competition impacts. In connection with our ongoing review of the estimated useful lives of property, plant and equipment during 2021, we determined that the estimated useful life of our Property, plant and equipment would remain unchanged. We expect that a one year increase in estimated useful lives of our Property, plant and equipment would result in a decrease to our 2021 depreciation expense of $2.2 billion and that a one year decrease would result in an increase of approximately $3.5 billion in our 2021 depreciation expense.
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Accounts Receivable
Prior 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 were presented separately in the 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 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 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 credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. The allowance is based on multiple factors including historical experience with bad debts, the credit quality of the customer base, the aging of such receivables and current macroeconomic conditions, such as the COVID-19 pandemic, as well as management’s expectations of conditions in the future, if applicable. The impact of these factors on the allowance involves significant level of estimation and is subject to uncertainty. Our allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics.
We record an allowance 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. The weighted-average expected loss rate decreased 0.81% at December 31, 2021 as compared to at December 31, 2020. We expect that an increase or decrease of 0.25% in the weighted-average loss rate would result in a change of $94 million in the allowance.
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, public sector 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 receivables and we adjust the historical loss amounts for current and future conditions based on management’s qualitative considerations. For global enterprise, public sector and wholesale wireline receivables, the allowance for credit losses is based on historical write-off experience and individual customer credit risk, if applicable. We consider multiple factors in determining the allowance as discussed above.
If there is a deterioration of our customers’ financial condition or if future actual default rates on receivables in general differ from those currently anticipated, we may have to adjust our allowance for credit losses, which would affect earnings in the period the adjustments are made. See Note 8 to the consolidated financial statements for additional information.
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.
In March 2020, the FCC's incentive auction, Auction 103, for spectrum licenses in the upper 37 GHz, 39 GHz, and 47 GHz bands concluded. Verizon participated in this incentive auction and was the high bidder on 4,940 licenses, which primarily consisted of 37 GHz and, to a lesser extent, 39 GHz spectrum. As an incumbent licensee, our 39 GHz licenses provided us with incentive payments that were applied towards the purchase price of spectrum in the auction. The value of the licenses won by Verizon amounted to $3.4 billion, of which $1.8 billion was settled with the relinquished 39 GHz licenses. The new reconfigured licenses were received in the second quarter 2020 and are included in Wireless licenses in our consolidated balance sheets.
In September 2020, the FCC completed Auction 105 for Priority Access Licenses. Verizon participated in the auction and was the high bidder on 557 licenses in the 3.5 GHz band valued at approximately $1.9 billion. Verizon made payments for these licenses in 2020 and received them from the FCC in March 2021. The purchase cost for these licenses and related capitalized interest, based on qualifying activities that occurred, are included in Wireless licenses in our consolidated balance sheets.
In February 2021, the FCC concluded Auction 107 for C-Band wireless spectrum. Verizon was the winning bidder on 3,511 licenses, consisting of contiguous C-Band spectrum bands ranging between 140 and 200 megahertz of C-Band spectrum in all 406 markets available in the auction. Verizon paid $45.5 billion for the licenses it won, of which $44.6 billion was paid in the first quarter of 2021. In accordance with the rules applicable to the auction, Verizon is required to make additional payments to acquire the licenses. The payments are for our allocable share of clearing costs incurred by, and incentive payments due to, the incumbent license holders associated with the auction, which are estimated to be $7.7 billion. During 2021, we made payments of $1.3 billion primarily related to certain obligations for projected clearing costs. In January 2022, we made additional payments of $1.4 billion for obligations related to accelerated clearing incentives. We expect to continue to make payments related to clearing cost and incentive payment obligations through 2024. These payments are dependent on the
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incumbent license holders accelerated clearing of the spectrum for Verizon’s use and, therefore, the final timing and amounts could differ based on the incumbent holders’ execution of their clearing process. In accordance with the FCC order, the clearing must be completed by December 2025. The carrying value of the wireless spectrum won in Auction 107 will consist of all payments required to participate and purchase licenses in the auction, including Verizon’s allocable share of clearing costs incurred by, and incentive payments due to, the incumbent license holders associated with the auction that we are obligated to pay in order to acquire the licenses. Carrying value will also include capitalized interest to the extent qualifying activities have occurred. The licenses were received from the FCC in July 2021 and are included within Wireless licenses in our consolidated balance sheet.
See Note 3 to the consolidated financial statements for additional information regarding our spectrum license transactions.
TracFone Wireless, Inc.
In September 2020, we entered into a purchase agreement (Tracfone Purchase Agreement) with América Móvil to acquire TracFone Wireless, Inc. (Tracfone), a leading provider of prepaid and value mobile services in the U.S. The transaction closed on November 23, 2021 (the Acquisition Date). In accordance with the terms of the Tracfone Purchase Agreement, Verizon acquired all of Tracfone's outstanding stock in exchange for approximately $3.5 billion in cash, net of cash acquired and working capital and other adjustments, subject to customary adjustments, 57,596,544 shares of Verizon common stock valued at approximately $3.0 billion, and up to an additional $650 million in future cash contingent consideration related to the achievement of certain performance measures and other commercial arrangements. The fair value of the Verizon common stock was determined on the basis of its closing market price on the Acquisition Date. The estimated fair value of the contingent consideration as of the Acquisition Date was approximately $542 million calculated using a probability-weighted discounted cash flow model and significant unobservable inputs, thus representing a Level 3 measurement. The contingent consideration payable is based on the achievement of certain revenue and operational targets, measured over a two-year earn out period, as defined in the Tracfone Purchase Agreement. Payments related to the contingent consideration are expected to begin in 2022 and continue through 2024. See Note 3 to the consolidated financial statements for additional information.
Bluegrass Cellular
In October 2020, we entered into a definitive agreement to acquire certain assets of Bluegrass, a rural wireless operator serving central Kentucky. Bluegrass provides wireless service to 210,000 customers in 34 counties in rural service areas 3, 4, and 5 in Central Kentucky. The transaction closed in March 2021. The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $412 million, net of cash acquired, which is subject to customary closing adjustments. See Note 3 to the consolidated financial statements for additional information.
Blue Jeans Network, Inc.
In April 2020, we entered into a definitive purchase agreement to acquire BlueJeans, an enterprise-grade video conferencing and event platform, whose services are sold to Business customers globally. The transaction closed in May 2020. The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $397 million, net of cash acquired.
Verizon Media Divestiture
On May 2, 2021, Verizon entered into a definitive agreement with an affiliate of Apollo Global Management Inc. (the Apollo Affiliate) pursuant to which we agreed to sell Verizon Media in return for consideration of $4.3 billion in cash, subject to customary adjustments, $750 million in non-convertible preferred limited partnership units of the Apollo Affiliate, and 10% of the fully-diluted common limited partnership units of the Apollo Affiliate.
On September 1, 2021, we completed the sale of Verizon Media. As of the close of the transaction, cash proceeds, the fair value of the non-convertible preferred limited partnership units of the Apollo Affiliate, and the fair value of 10% of the fully-diluted common limited partnership units of the Apollo Affiliate were $4.3 billion, $496 million, and $124 million, respectively. We recorded a pre-tax gain on sale of approximately $1.0 billion (after-tax $1.0 billion) in Selling general and administrative expense in our consolidated statement of income for the year ended December 31, 2021. In addition, we incurred $346 million of various costs associated with this disposition which are primarily recorded in Selling general and administrative expense in our consolidated statement of income for the year ended December 31, 2021. See Note 3 to the 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 consolidated financial statements for additional information.
In December 2021, we completed the sale of our investment in the Complex Media business. In connection with this transaction, we recorded a pre-tax gain of $131 million in Equity in earnings (losses) of unconsolidated businesses in our consolidated statement of income for the year ended December 31, 2021.
In November 2020, Verizon entered into an agreement to sell our Huffington Post business. In connection with this transaction, we recorded a pre-tax loss of $126 million in Selling, general and administrative expense in our consolidated statement of income for the year ended December 31, 2020. The transaction closed in February 2021.
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