Goodwill
and Other Intangible Assets
Effective January 1, 2002, we adopted SFAS No. 142,
“Goodwill and Other Intangible Assets.” As required
under SFAS No. 142, we do not amortize goodwill (including
goodwill recorded on our equity method investments),
acquired workforce intangible assets and wireless licenses,
which we have determined have an indefinite life (see
Note 2 for additional information on the impact of adopting
SFAS No. 142).
Goodwill
Goodwill is the excess of the acquisition cost of businesses
over the fair value of the identifiable net assets acquired.
Impairment testing for goodwill is performed at least
annually unless indicators of impairment exist. The
impairment test for goodwill uses a two-step approach,
which is performed at the reporting unit level. Reporting
units may be operating segments or one level below an
operating segment, referred to as a component. Businesses
for which discrete financial information is available
are generally considered to be components of an operating
segment. Components that are economically similar and
managed by the same segment management group are aggregated
and considered a reporting unit under SFAS No. 142.
Step one compares the fair value of the reporting unit
(calculated using a discounted cash flow method) to
its carrying value. If the carrying value exceeds the
fair value, there is a potential impairment and step
two must be performed. Step two compares the carrying
value of the reporting unit’s goodwill to its implied
fair value (i.e., fair value of reporting unit less
the fair value of the unit’s assets and liabilities,
including identifiable intangible assets). If the carrying
value of goodwill exceeds its implied fair value, the
excess is required to be recorded as an impairment.
Intangible Assets Not Subject to Amortization
A significant portion of our intangible assets are Domestic
Wireless licenses, including licenses associated with
equity method investments, that provide our wireless
operations with the exclusive right to utilize designated
radio frequency spectrum to provide cellular communication
services. While licenses are issued for only a fixed
time, generally ten years, such licenses are subject
to renewal by the Federal Communications Commission
(FCC). Renewals of licenses have occurred routinely
and at nominal cost. Moreover, we have determined that
there are currently no legal, regulatory, contractual,
competitive, economic or other factors that limit the
useful life of our wireless licenses. As a result, we
treat the wireless licenses as an indefinite-lived intangible
asset under the provisions of SFAS No. 142. We reevaluate
the useful life determination for wireless licenses
each reporting period to determine whether events and
circumstances continue to support an indefinite useful
life.
We have tested our Domestic Wireless licenses for impairment
at least annually unless indicators of impairment exist.
In performing these tests, we have used a residual method,
which determined the fair value of the wireless business
by estimating future cash flows of the wireless operations.
The fair value of aggregate wireless licenses was determined
by subtracting from the fair value of the wireless business
the fair value of all of the other net tangible and
intangible (primarily recognized and unrecognized customer
relationship intangible assets) assets of our wireless
operations. We determined the fair value of our customer
relationship intangible assets based on our average
customer acquisition costs. In addition, our calculation
of the fair value of the wireless business was then
subjected to a reasonableness analysis using public
information of comparable wireless carriers. If the
fair value of the aggregated wireless licenses as determined
above was less than the aggregated carrying amount of
the licenses, an impairment would have been recognized.
Effective January 1, 2005, we are required to evaluate
our Domestic Wireless licenses for impairment using
a direct value method (see “Recent Accounting Pronouncements”
– “Impairment Testing of Domestic Wireless Licenses”
below for additional information).
Intangible Assets Subject to Amortization
Our intangible assets that do not have indefinite lives
(primarily customer lists and non-network internal-use
software) are amortized over their useful lives and
reviewed for impairment in accordance with SFAS No.
144, which only requires testing whenever events or
changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. If any indicators
were present, we would test for recoverability by comparing
the carrying amount of the asset to the net undiscounted
cash flows expected to be generated from the asset.
If those net undiscounted cash flows do not exceed the
carrying amount (i.e., the asset is not recoverable),
we would perform the next step which is to determine
the fair value of the asset and record an impairment,
if any. We reevaluate the useful life determination
for these intangible assets each reporting period to
determine whether events and circumstances warrant a
revision in their remaining useful life.
For information related to the carrying amount of goodwill
by segment as well as the major components and average
useful lives of our other acquired intangible assets,
see Note 8.
Sale of Stock By Subsidiary
We recognize in consolidation changes in our ownership
percentage in a subsidiary caused by issuances of the
subsidiary’s stock as adjustments to Contributed Capital.
Income Taxes
Verizon and its domestic subsidiaries file a consolidated
federal income tax return.
Our telephone operations use the deferral method of
accounting for investment tax credits earned prior to
the repeal of investment tax credits by the Tax Reform
Act of 1986. We also defer certain transitional credits
earned after the repeal. We amortize these credits over
the estimated service lives of the related assets as
a reduction to the Provision for Income Taxes.
Stock-Based Compensation
Prior to 2003, we accounted for stock-based employee
compensation under Accounting Principals Board Opinion
No. 25, “Accounting for Stock Issued to Employees,”
and related interpretations, and followed the disclosure-only
provisions of SFAS No. 123, “Accounting for Stock-Based
Compensation.”
Effective January 1, 2003, we adopted the fair value
recognition provisions of SFAS No. 123, using the prospective
method (as permitted under SFAS No. 148, “Accounting
for Stock-Based Compensation – Transition and Disclosure”)
to all new awards granted, modified or settled after
January 1, 2003. Under the prospective method, employee
compensation expense in the first year will be recognized
for new awards granted, modified, or settled. The options
generally vest over a term of three years, therefore
the expenses related to stock-based employee compensation
included in the determination of net income for 2004
and 2003 are less than what would have been recorded
if the fair value method was also applied to previously
issued awards (see Note 2 for additional information
on the impact of adopting SFAS No. 123).
Foreign Currency Translation
The functional currency for all of our foreign operations
is the local currency. For these foreign entities, we
translate income statement amounts at average exchange
rates for the period, and we translate assets and liabilities
at end-of-period exchange rates. We record these translation
adjustments in Accumulated Other Comprehensive Loss,
a separate component of Shareowners’ Investment, in
our consolidated balance sheets. We report exchange
gains and losses on intercompany foreign currency transactions
of a long-term nature in Accumulated Other Comprehensive
Loss. Other exchange gains and losses are reported in
income.
Employee Benefit Plans
Pension and postretirement health care and life insurance
benefits earned during the year as well as interest
on projected benefit obligations are accrued currently.
Prior service costs and credits resulting from changes
in plan benefits are amortized over the average remaining
service period of the employees expected to receive
benefits.
Derivative Instruments
We have entered into derivative transactions to manage
our exposure to fluctuations in foreign currency exchange
rates, interest rates and equity prices. We employ risk
management strategies using a variety of derivatives
including foreign currency forwards, equity options,
interest rate swap agreements, interest rate locks and
basis swap agreements. We do not hold derivatives for
trading purposes.
In accordance with SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and related amendments
and interpretations, we measure all derivatives, including
derivatives embedded in other financial instruments,
at fair value and recognize them as either assets or
liabilities on our consolidated balance sheets. Changes
in the fair values of derivative instruments not qualifying
as hedges or any ineffective portion of hedges are recognized
in earnings in the current period. Changes in the fair
values of derivative instruments used effectively as
fair value hedges are recognized in earnings, along
with changes in the fair value of the hedged item. Changes
in the fair value of the effective portions of cash
flow hedges are reported in other comprehensive income
(loss), and recognized in earnings when the hedged item
is recognized in earnings.
Recent Accounting Pronouncements
Stock-Based Compensation
In December 2004, the Financial Accounting Standards
Board (FASB) issued SFAS No. 123(R), “Share-Based Payment,”
which revises SFAS No. 123. SFAS No. 123(R) requires
all share-based payments to employees, including grants
of employee stock options, to be recognized as compensation
expense based on their fair value. Effective January
1, 2003, Verizon adopted the fair value recognition
provisions of SFAS No. 123. We plan to adopt SFAS No.
123(R) effective July 1, 2005, using the modified prospective
method and do not expect any impact on our results of
operations or financial position.
Impairment Testing of Domestic Wireless Licenses
On September 29, 2004, the staff of the Securities and
Exchange Commission (SEC) issued a Staff Announcement,
“Use of the Residual Method to Value Acquired Assets
Other Than Goodwill.” The Staff Announcement requires
SEC registrants to adopt a direct value method of assigning
value to intangible assets acquired in a business combination
under SFAS No. 141, “Business Combinations,” effective
for all acquisitions completed after September 29, 2004.
Further, all intangible assets valued under the residual
method prior to this adoption are required to be tested
for impairment using a direct value method no later
than the beginning of 2005. Any impairment of intangible
assets recognized upon application of a direct value
method by entities previously applying the residual
method should be reported as a cumulative effect of
a change in accounting principle. Under this Staff Announcement,
the reclassification of recorded balances between goodwill
and intangible assets prior to the adoption of this
Staff Announcement is prohibited. The valuation and
analyses prepared in connection with the adoption of
a direct value method effective January 1, 2005 resulted
in no adjustment to the carrying value of Verizon’s
wireless licenses, and accordingly, had no effect on
our results of operations and financial position. |