Debt | 3 Months Ended |
Mar. 31, 2014 |
Debt | ' |
4 | Debt | | | | | | | | | | | | | | | | | | | |
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Changes to debt during the three months ended March 31, 2014 are as follows: |
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(dollars in millions) | | Debt Maturing | | | Long-term | | | Total | | | | | | | | | |
within One Year | Debt | | | | | | | | |
Balance at January 1, 2014 | | $ | 3,933 | | | $ | 89,658 | | | $ | 93,591 | | | | | | | | | |
Proceeds from long-term borrowings | | | – | | | | 16,952 | | | | 16,952 | | | | | | | | | |
Verizon Notes | | | – | | | | 5,000 | | | | 5,000 | | | | | | | | | |
Preferred Stock | | | – | | | | 1,650 | | | | 1,650 | | | | | | | | | |
Repayments of long-term borrowings and capital leases obligations | | | (2,500 | ) | | | (5,451 | ) | | | (7,951 | ) | | | | | | | | |
Increase in short-term obligations, excluding current maturities | | | 252 | | | | – | | | | 252 | | | | | | | | | |
Reclassifications of long-term debt | | | 532 | | | | (532 | ) | | | – | | | | | | | | | |
Other | | | (65 | ) | | | 340 | | | | 275 | | | | | | | | | |
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Balance at March 31, 2014 | | $ | 2,152 | | | $ | 107,617 | | | $ | 109,769 | | | | | | | | | |
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During February 2014, we issued €1.75 billion aggregate principal amount of 2.375% Notes due 2022, €1.25 billion aggregate principal amount of 3.25% Notes due 2026 and £0.85 billion aggregate principal amount of 4.75% Notes due 2034. The issuance of these Notes resulted in cash proceeds of approximately $5.4 billion, net of discounts and issuance costs. The net proceeds were used, in part, to finance the Wireless Transaction. Net proceeds not used to finance the Wireless Transaction were used for general corporate purposes. Also, during February 2014, we issued $0.5 billion aggregate principal amount of 5.90% Notes due 2054 resulting in cash proceeds of approximately $0.5 billion, net of discounts and issuance costs. The net proceeds were used for general corporate purposes. |
On March 10, 2014, we announced the commencement of a tender offer (the Tender Offer) to purchase for cash any and all of the series of notes listed in the following table: |
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(dollars in millions, except for Purchase Price) | | Interest | | | Maturity | | | Principal | | | Purchase | | | Principal | |
Rate | Amount | Price (1) | Amount |
| Outstanding | | Purchased |
Verizon Communications | | | 6.1 | % | | | 2018 | | | $ | 1,500 | | | $ | 1,170.07 | | | $ | 748 | |
| | | 5.5 | % | | | 2018 | | | | 1,500 | | | | 1,146.91 | | | | 763 | |
| | | 8.75 | % | | | 2018 | | | | 1,300 | | | | 1,288.35 | | | | 564 | |
| | | 5.55 | % | | | 2016 | | | | 1,250 | | | | 1,093.62 | | | | 652 | |
| | | 5.5 | % | | | 2017 | | | | 750 | | | | 1,133.22 | | | | 353 | |
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Cellco Partnership and | | | 8.5 | % | | | 2018 | | | | 1,000 | | | | 1,279.63 | | | | 619 | |
Verizon Wireless Capital LLC |
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Alltel Corporation | | | 7 | % | | | 2016 | | | | 300 | | | | 1,125.26 | | | | 157 | |
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GTE Corporation | | | 6.84 | % | | | 2018 | | | | 600 | | | | 1,196.85 | | | | 266 | |
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| | | | | | | | | | | | | | | | | | $ | 4,122 | |
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(1) | Per $1,000 principal amount of notes | | | | | | | | | | | | | | | | | | | |
The Tender Offer for each series of notes was subject to a financing condition, which was either satisfied or waived with respect to all series. The Tender Offer expired on March 17, 2014 and settled on March 19, 2014. In addition to the purchase price, any accrued and unpaid interest on the purchased notes was paid to the date of purchase. During March 2014, we recorded early debt redemption costs in connection with the Tender Offer (see “Early Debt Redemption”). |
During March 2014, we issued $4.5 billion aggregate principal amount of fixed and floating rate notes resulting in cash proceeds of approximately $4.5 billion, net of discounts and issuance costs. The issuances consisted of the following: $0.5 billion aggregate principal amount Floating Rate Notes due 2019 that bear interest at a rate equal to three-month LIBOR plus 0.77% which rate will be reset quarterly, $0.5 billion aggregate principal amount of 2.55% Notes due 2019, $1.0 billion aggregate principal amount of 3.45% Notes due 2021, $1.25 billion aggregate principal amount of 4.15% Notes due 2024 and $1.25 billion aggregate principal amount of 5.05% Notes due 2034. During March 2014, the net proceeds were used to purchase notes in the Tender Offer described above. |
During March 2014, Verizon Wireless redeemed $1.25 billion aggregate principal amount of the Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 at 127.135% of the principal amount of such notes, plus accrued and unpaid interest (see “Early Debt Redemption”). Also, during March 2014, $1.0 billion of LIBOR plus 0.61% Verizon Communications Notes and $1.5 billion of 1.95% Verizon Communications Notes matured and were repaid. |
Term Loan Agreement |
During February 2014, we drew $6.6 billion pursuant to a term loan agreement with a group of major financial institutions to finance, in part, the Wireless Transaction. $3.3 billion of the loans under the term loan agreement have a maturity of three years and $3.3 billion of the loans under the term loan agreement have a maturity of five years (the 5-Year Loans). The 5-Year Loans provide for the partial amortization of principal during the last two years that they are outstanding. Loans under the term loan agreement bear interest at floating rates. The term loan agreement contains certain negative covenants, including a negative pledge covenant, a merger or similar transaction covenant and an accounting changes covenant, affirmative covenants and events of default that are customary for companies maintaining an investment grade credit rating. In addition, the term loan agreement requires us to maintain a leverage ratio (as defined in the term loan agreement) not in excess of 3.50:1.00, until our credit ratings are equal to or higher than A3 and A- at Moody’s Investors Service and Standard & Poor’s Ratings Services, respectively. |
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Verizon Notes |
During February 2014, in connection with the Wireless Transaction, we issued $5.0 billion aggregate principal amount of floating rate notes to Vodafone. These notes were issued in two separate series, with $2.5 billion due February 21, 2022 and $2.5 billion due February 21, 2025. The Verizon Notes bear interest at a floating rate, which will be reset quarterly, with interest payable quarterly in arrears, beginning May 21, 2014 (see Note 2). The eight-year Verizon Notes bear interest at a floating rate equal to three-month LIBOR, plus 1.222%, and the eleven-year Verizon Notes bear interest at a floating rate equal to three-month LIBOR, plus 1.372%. |
Preferred Stock |
As a result of the Wireless Transaction, we assumed long-term obligations with respect to 5.143% Class D and Class E cumulative Preferred Stock issued by one of the Purchased Entities. Both the Class D shares (825,000 shares outstanding) and Class E shares (825,000 shares outstanding) are mandatorily redeemable in April 2020 at $1,000 per share plus any accrued and unpaid dividends. Dividends accrue at 5.143% per annum and will be treated as interest expense. Both the Class D and Class E shares have been classified as liability instruments and were recorded at fair value as determined at the closing of the Wireless Transaction. |
Other Credit Facilities |
As of March 31, 2014, the unused borrowing capacity under our $6.2 billion credit facility was approximately $6.1 billion and the unused borrowing capacity under our $2.0 billion 364-day revolving credit agreement was $2.0 billion. |
Early Debt Redemption |
During March 2014, we recorded net debt redemption costs of $0.9 billion in connection with the early redemption of $1.25 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, and the purchase of the following in the Tender Offer: $0.7 billion of the $1.5 billion aggregate principal amount of Verizon 6.10% Notes due 2018, $0.8 billion of the $1.5 billion aggregate principal amount of Verizon 5.50% Notes due 2018, $0.6 billion of the $1.3 billion aggregate principal amount of Verizon 8.75% Notes due 2018, $0.7 billion of the $1.25 billion aggregate principal amount of Verizon 5.55% Notes due 2016, $0.4 billion of the $0.75 billion aggregate principal amount of Verizon 5.50% Notes due 2017, $0.6 billion of the $1.0 billion aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018, $0.2 billion of the $0.3 billion aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016 and $0.3 billion of the $0.6 billion aggregate principal amount of GTE Corporation 6.84% Debentures due 2018. |
We recognized these costs in Other income and (expense), net on our condensed consolidated statement of income during the three months ended March 31, 2014. |
Guarantees |
We guarantee the debentures and first mortgage bonds of our operating telephone company subsidiaries. As of March 31, 2014, $3.1 billion principal amount of these obligations remain outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the operating telephone company no longer being a wholly-owned subsidiary of Verizon. |
We also guarantee the debt obligations of GTE Corporation that were issued and outstanding prior to July 1, 2003. As of March 31, 2014, $1.4 billion principal amount of these obligations remain outstanding. |
In 2013, we launched Verizon Edge, a program that provides eligible wireless customers with the ability to pay for their phone over 24 months and upgrade to a new phone after a minimum of 30 days, subject to certain conditions, including making at least 50% of the required device payments, trading in their phone in good working condition and signing a new contract with Verizon Wireless. Verizon values this trade-in right as a guarantee liability. The guarantee liability is initially measured at fair value and is determined based on assumptions including the probability and timing of the customer upgrading to a new phone, the customer’s estimated remaining installment balance at the time of trade-in and the fair value of the phone at the time of trade-in. As of March 31, 2014, the guarantee liability related to this program was approximately $0.3 billion. |
Debt Covenants |
We and our consolidated subsidiaries are in compliance with all of our debt covenants. |