Debt | 4. Debt Changes to debt during the nine months ended September 30, 2016 are as follows: (dollars in millions) Debt Maturing Long-term Total Balance at January 1, 2016 $ 6,489 $ 103,240 $ 109,729 Proceeds from borrowings – 8,152 8,152 Proceeds from asset-backed borrowings – 2,594 2,594 Repayments of borrowings and capital leases obligations (6,110 ) (8,400 ) (14,510 ) Decrease in short-term obligations, excluding current maturities (120 ) – (120 ) Reclassifications of long-term debt 3,412 (3,412 ) – Other 181 565 746 Balance at September 30, 2016 $ 3,852 $ 102,739 $ 106,591 April Tender Offers On March 4, 2016, we announced the commencement of three concurrent, but separate, tender offers (the April Tender Offers) to purchase for cash (1) any and all of the series of notes listed below in the Group 1 Any and All Offer, (2) any and all of the series of notes listed below in the Group 2 Any and All Offer and (3) up to $5.5 billion aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions, of the series of notes listed below in the Group 3 Offer. The April Tender Offers for each series of notes were conditioned upon the closing of the sale of our local exchange business and related landline activities in California, Florida and Texas to Frontier and the receipt of at least $9.5 billion of the purchase price cash at closing (the Sale Condition). The Sale Condition was satisfied and the April Tender Offers were settled on April 4, 2016, resulting in the notes listed below being repurchased and cancelled for $10.2 billion, inclusive of accrued interest of $0.1 billion. The table below lists the series of notes included in the Group 1 Any and All Offer: (dollars in millions, except for Purchase Price) Interest Maturity Principal Purchase Price (1) Principal Verizon Communications Inc. 2.50 % 2016 $ 2,182 $ 1,007.60 $ 1,272 2.00 % 2016 1,250 1,007.20 731 6.35 % 2019 1,750 1,133.32 970 $ 2,973 (1) Per $1,000 principal amount of notes tendered and not withdrawn prior to early expiration. The table below lists the series of notes included in the Group 2 Any and All Offer: (dollars in millions, except for Purchase Price) Interest Maturity Principal Purchase Price (1) Principal Verizon Delaware LLC 8.375 % 2019 $ 15 $ 1,182.11 $ 15 8.625 % 2031 15 1,365.39 5 Verizon Maryland LLC 8.00 % 2029 50 1,301.32 22 8.30 % 2031 100 1,347.26 76 5.125 % 2033 350 1,012.50 171 Verizon New England Inc. 7.875 % 2029 349 1,261.63 176 Verizon New Jersey Inc. 8.00 % 2022 200 1,238.65 54 7.85 % 2029 149 1,311.32 63 Verizon New York Inc. 6.50 % 2028 100 1,151.71 28 7.375 % 2032 500 1,201.92 256 Verizon Pennsylvania LLC 6.00 % 2028 125 1,110.47 57 8.35 % 2030 175 1,324.10 127 8.75 % 2031 125 1,356.47 72 Verizon Virginia LLC 7.875 % 2022 100 1,227.79 43 8.375 % 2029 100 1,319.78 81 $ 1,246 (1) Per $1,000 principal amount of notes tendered and not withdrawn prior to early expiration. The table below lists the series of notes included in the Group 3 Offer: (dollars in millions, except for Purchase Price) Interest Maturity Principal Purchase Price (1) Principal Verizon Communications Inc. 8.95 % 2039 $ 353 $ 1,506.50 $ 63 7.75 % 2032 251 1,315.19 33 7.35 % 2039 480 1,293.50 68 7.75 % 2030 1,206 1,377.92 276 6.55 % 2043 6,585 1,291.74 2,340 6.40 % 2033 2,196 1,220.28 466 6.90 % 2038 477 1,243.29 92 6.25 % 2037 750 1,167.66 114 6.40 % 2038 866 1,176.52 116 5.85 % 2035 1,500 1,144.68 250 6.00 % 2041 1,000 1,164.56 – 5.15 % 2023 8,517 1,152.83 – Alltel Corporation 7.875 % 2032 452 1,322.92 115 6.80 % 2029 235 1,252.93 47 GTE Corporation 6.94 % 2028 800 1,261.35 237 8.75 % 2021 300 1,307.34 93 $ 4,310 (1) Per $1,000 principal amount of notes April Early Debt Redemption On April 8, 2016, we redeemed in whole the following series of outstanding notes which were called for redemption on April 5, 2016 (collectively, April Early Debt Redemption): $0.9 billion aggregate principal amount of Verizon Communications 2.50% Notes due 2016 at 100.8% of the principal amount of such notes, $0.5 billion aggregate principal amount of Verizon Communications 2.00% Notes due 2016 at 100.8% of the principal amount of such notes, and $0.8 billion aggregate principal amount of Verizon Communications 6.35% Notes due 2019 at 113.5% of the principal amount of such notes. These notes were repurchased and cancelled for $2.3 billion, inclusive of an immaterial amount of accrued interest. Debt Issuances During August 2016, we issued $6.2 billion aggregate principal amount of fixed and floating rate notes. The issuance of these Notes resulted in cash proceeds of approximately $6.1 billion, net of discounts and issuance costs and after reimbursement of certain expenses. The issuance consisted of the following series of notes: $0.4 billion aggregate principal amount of Verizon Communications Floating Rate Notes due 2019, $1.0 billion aggregate principal amount of Verizon Communications 1.375% Notes due 2019, $1.0 billion aggregate principal amount of Verizon Communications 1.750% Notes due 2021, $2.3 billion aggregate principal amount of Verizon Communications 2.625% Notes due 2026, and $1.5 billion aggregate principal amount of Verizon Communications 4.125% Notes due 2046. The floating rate notes bear interest at a rate equal to the three-month London Interbank Offered Rate (LIBOR) plus 0.370%, which rate will be reset quarterly. The net proceeds were used for general corporate purposes, including to repay at maturity on September 15, 2016, $2.3 billion aggregate principal amount of our floating rate notes, plus accrued interest on the notes. During September 2016, we issued $2.1 billion aggregate principal amount of 4.20% Notes due 2046. The issuance of these Notes resulted in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs and after reimbursement of certain expenses. The net proceeds were used to redeem in whole $0.9 billion aggregate principal amount of Verizon Communications 4.80% Notes due 2044 at 100% of the principal amount of such notes, plus any accrued and unpaid interest to the date of redemption, for an immaterial loss. Proceeds not used for the redemption of these notes were used for general corporate purposes. Asset-Backed Debt As of September 30, 2016, the carrying value of our asset-backed debt was $2.6 billion. Our asset-backed debt includes notes (the Asset-Backed Notes) issued to third-party investors (Investors) and loans (the ABS Financing Facility) received from banks and their conduit facilities (collectively, the Banks). Our consolidated asset-backed securitization 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, we transfer device payment plan agreement receivables from Cellco Partnership and certain other affiliates of Verizon (collectively, the Originators) to one of the ABS Entities, which in turn transfers such receivables to another ABS Entity that issues the debt. Verizon entities retain the equity interests 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 and 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 Partnership and the Originators to the ABS Entities. Cash collections on the device payment plan agreement receivables 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 on our condensed consolidated balance sheets. Proceeds from our asset-backed debt transactions, deposits to the segregated accounts and payments to the Originators in respect of additional transfers of device payment plan agreement receivables are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. Repayments of our asset-backed debt and related interest payments made from the segregated accounts are non-cash activities and therefore not reflected within Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued and the assets securing this debt are included on our condensed consolidated balance sheets. Asset-Backed Notes In July 2016, we issued $1.2 billion aggregate principal amount of senior and junior asset-backed notes through an ABS Entity, of which $1.1 billion of notes were sold to Investors. The senior asset-backed notes have an expected weighted average life of about 2.5 years and bear interest at 1.42% per annum. The junior asset-backed notes have an expected weighted average life of about 3.2 years and bear interest at a weighted-average rate of 1.53%. Under the terms of the asset-backed notes, there is a two year revolving period during which we may transfer additional receivables to the ABS Entity. ABS Financing Facility During the third quarter of 2016, we entered into a device payment plan agreement financing facility with a number of financial institutions. Under the terms of the ABS Financing Facility, such counterparties made advances under asset-backed loans backed by device payment plan agreement receivables for proceeds of $1.5 billion, and we have the option of requesting an additional $1.5 billion of committed funding. These loans have an expected weighted average life of about 2.6 years and bear interest at floating rates. There is a two year revolving period, which may be extended, during which we may transfer additional receivables to the ABS Entity. Subject to certain conditions, we may also remove receivables from the ABS Entity. We may prepay the outstanding amounts of the loans without penalty, but in certain cases, with breakage costs. As of September 30, 2016, outstanding borrowings under the ABS Financing Facility were $1.5 billion. Variable Interest Entities The ABS Entities meet the definition of a variable interest entity (VIE) for which we have determined that we have both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore the assets, liabilities and activities of the ABS Entities are consolidated in our financial results and are included in amounts presented on the face of our condensed consolidated balance sheets. The assets and liabilities related to our asset-backed debt arrangements included on our condensed consolidated balance sheets were as follows: (dollars in millions) September 30, 2016 December 31, 2015 Assets Account receivable, net $ 1,733 $ – Prepaid expenses and other 71 – Other assets 1,296 – Liabilities Long-term debt 2,595 – See Note 5 for more information on device payment plan agreement receivables used to secure asset-backed debt. Credit Facility On September 23, 2016, we amended our $8.0 billion credit facility to increase the availability to $9.0 billion and extend the maturity to September 23, 2020. As of September 30, 2016, the unused borrowing capacity under our $9.0 billion credit facility was approximately $8.9 billion. Additional Financing Activities (Non-Cash Transaction) During the nine months ended September 30, 2016, we financed, primarily through vendor financing arrangements, the purchase of approximately $0.4 billion of long-lived assets, consisting primarily of network equipment. At September 30, 2016, $1.1 billion relating to vendor financing arrangements, including those entered into in prior years, remained outstanding. These purchases are non-cash financing activities and therefore not reflected within Capital expenditures on our condensed consolidated statements of cash flows. Early Debt Redemptions During the second quarter of 2016, we recorded a net pre-tax loss on early debt redemption of $1.8 billion in connection with the April Tender Offers and the April Early Debt Redemption. We recognize early debt redemption costs in Other income and (expense), net on our condensed consolidated statements of income. Guarantees We guarantee the debentures of our operating telephone company subsidiaries. As of September 30, 2016, $1.2 billion aggregate principal amount of these obligations remained 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. As a result of the closing of the Frontier transaction, as of April 1, 2016, GTE Southwest Inc., Verizon California Inc. and Verizon Florida LLC are no longer wholly-owned subsidiaries of Verizon, and the guarantees of $0.6 billion aggregate principal amount of debentures and first mortgage bonds of those entities have terminated pursuant to their terms. We also guarantee the debt obligations of GTE Corporation that were issued and outstanding prior to July 1, 2003. As of September 30, 2016, $1.1 billion aggregate principal amount of these obligations were outstanding. |