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Debt
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt
Note 5. Debt
Significant Debt Transactions
Debt or equity financing may be needed to fund additional investments or development activities or to maintain an appropriate capital structure to ensure our financial flexibility.

The following tables show the significant transactions involving the senior unsecured debt securities of the Company and its subsidiaries that occurred during the three and six months ended June 30, 2024.

Tender Offers
(dollars in millions)Principal Amount Purchased
Cash Consideration(1)
Three Months Ended March 31, 2024
Verizon 0.875% - 3.250% notes due 2025 - 2028
€1,981 $2,237 
Three Months Ended March 31, 2024 total2,237 
Six Months Ended June 30, 2024 total$2,237 
(1) The total cash consideration includes the tender offer consideration, plus any accrued and unpaid interest to the date of purchase. In addition, for securities denominated in a currency other than the U.S. dollar, cash consideration is shown on a U.S. dollar equivalent basis and includes the amount payable per the derivatives entered into in connection with the transaction. See Note 7 for additional information on cross currency swap transactions related to the transaction.

Repayments and Repurchases
(dollars in millions)Principal Repaid/ Repurchased
Amount Paid(1)
Three Months Ended March 31, 2024
Verizon 1.625% notes due 2024
€685 $840 
Verizon 0.750% notes due 2024
$999 1,003 
Verizon floating rate notes due 202495 96 
Open market repurchases of various Verizon notes117 89 
Three Months Ended March 31, 2024 total2,028 
Three Months Ended June 30, 2024
Verizon 4.073% notes due 2024
£413 $582 
Open market repurchases of various Verizon notes$306 214 
Three Months Ended June 30, 2024 total796 
Six Months Ended June 30, 2024 total$2,824 
(1) Represents amount paid to repay or repurchase, including any accrued interest. In addition, for securities denominated in a currency other than the U.S. dollar, amount paid is shown on a U.S. dollar equivalent basis and includes the amount payable per the derivatives entered into in connection with the transaction. See Note 7 for additional information on cross currency swap transactions related to the transaction.

Issuances
(dollars in millions)Principal Amount Issued
Net Proceeds(1)
Three Months Ended March 31, 2024
Verizon 3.500% notes due 2032
€1,000 $1,062 
Verizon 3.750% notes due 2036
€1,000 1,061 
Verizon 5.500% notes due 2054(2)
$1,000 980 
Three Months Ended March 31, 2024 total3,103 
Six Months Ended June 30, 2024 total$3,103 
(1) Net proceeds were net of underwriting discounts and other issuance costs. In addition, for securities denominated in a currency other than the U.S. dollar, net proceeds are shown on a U.S. dollar equivalent basis. See Note 7 for additional information on cross currency swap transactions related to the issuances.
(2) An amount equal to the net proceeds from these notes is expected to be used to fund certain renewable energy projects, including new and existing investments made by us during the period from May 1, 2023 through the maturity date of the notes.

Commercial Paper Program
During the six months ended June 30, 2024, we issued $22.4 billion in net proceeds and made $21.8 billion in principal repayments of commercial paper. These transactions are reflected within Cash flows from financing activities in our condensed
consolidated statements of cash flows on a net basis. As of June 30, 2024, we had $605 million principal amount outstanding for commercial paper.

Asset-Backed Debt
As of June 30, 2024, the carrying value of our asset-backed debt was $24.0 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 the Company, and certain other Company affiliates (collectively, the Originators) transfer device payment plan agreement receivables and certain other receivables (collectively referred to as certain receivables) or a participation interest in certain other receivables to one of the ABS Entities, which in turn transfers such receivables and participation interest 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 receivables and participation interest, and future collections on such receivables and underlying receivables related to such participation interest. These receivables and participation interest 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 certain receivables and participation interest, 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, the Company has agreed to guarantee certain of the payment obligations of Cellco and the Originators to the ABS Entities.

Cash collections on the receivables and on the underlying receivables related to the participation interest 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 condensed consolidated balance sheets.

Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued is included in Debt maturing within one year and Long-term debt in our condensed consolidated balance sheets.
ABS Notes
During the six months ended June 30, 2024, we completed the following ABS Notes transactions:
(dollars in millions)Interest Rates %Expected Weighted-average Life to Maturity (in years)Principal Amount Issued
January 2024
Series 2024-1
A-1a Senior class notes5.0001.92$835 
A-1b Senior class notes
Compounded SOFR + 0.650(1)
1.92279 
B Junior class notes5.2401.92— 
C Junior class notes5.4901.9251 
Series 2024-2
A Senior class notes4.8304.92668 
B Junior class notes5.0804.9251 
C Junior class notes5.3204.9231 
January 2024 total 1,915 
April 2024
Series 2024-3
A-1a Senior class notes5.3402.99605 
A-1b Senior class notes
Compounded SOFR + 0.580(1)
2.99175 
B Junior class notes5.5402.9959 
C Junior class notes5.7302.9936 
April 2024 total875 
June 2024
Series 2024-4
A-1a Senior class notes5.2101.98289 
A-1b Senior class notes
Compounded SOFR + 0.550(1)
1.98246 
B Junior class notes5.4001.9841 
C Junior class notes5.6001.9825 
Series 2024-5
A Senior class notes5.0004.98512 
B Junior class notes5.2504.9839 
C Junior class notes5.4904.9824 
June 2024 total1,176 
Total$3,966 
(1) Compounded Secured Overnight Financing Rate (SOFR) is calculated using SOFR as published by the Federal Reserve Bank of New York in accordance with the terms of such notes. Compounded SOFR for the interest payment made in June 2024 was 5.333%.

Under the terms of each series of ABS Notes outstanding as of June 30, 2024, there is a revolving period of up to two years, three years, or five years, as applicable, during which we may transfer additional receivables to the ABS Entity. During the six months ended June 30, 2024, we made aggregate principal repayments of $2.2 billion in connection with anticipated redemptions of ABS Notes and notes that have entered the amortization period, including payments in connection with any note redemptions.

ABS Financing Facilities
Under the two loan agreements outstanding in connection with the ABS Financing Facility originally entered into in 2021 and most recently renewed in 2023 (2021 ABS Financing Facility), we prepaid an aggregate of $900 million in January 2024, borrowed an additional $600 million in March 2024, prepaid an aggregate of $900 million in April 2024 and borrowed an additional $225 million in June 2024. The aggregate outstanding balance under the 2021 ABS Financing Facility was $7.5 billion as of June 30, 2024.
Under the loan agreement outstanding in connection with the ABS Financing Facility originally entered into in 2022 and most recently renewed in 2023 (2022 ABS Financing Facility), we borrowed an additional $1.1 billion in June 2024. The aggregate outstanding balance under the 2022 ABS Financing Facility was $4.0 billion as of June 30, 2024.

Variable Interest Entities (VIEs)
The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as 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 in our condensed consolidated balance sheets were as follows:
At June 30,
At December 31,
(dollars in millions)20242023
Assets
Accounts receivable, net$17,199 $14,550 
Prepaid expenses and other1,402 1,288 
Other assets11,470 11,682 
Liabilities
Accounts payable and accrued liabilities31 29 
Debt maturing within one year16,103 7,483 
Long-term debt7,912 14,700 

The Accounts receivable, net amounts above does not include underlying receivables for which a participation interest has been transferred to the ABS Entities. See Note 6 for additional information on certain receivables and participation interest used to secure asset-backed debt.

Long-Term Credit Facilities
At June 30, 2024
(dollars in millions)MaturitiesFacility CapacityUnused Capacity Principal Amount Outstanding
Verizon revolving credit facility(1)
2028$12,000 $11,962 $— 
Various export credit facilities(2)
2024 - 203111,000 — 6,029 
Total$23,000 $11,962 $6,029 
(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. As of June 30, 2024, there have been no drawings against the revolving credit facility since its inception.
(2) During the six months ended June 30, 2024, there were no drawings from these facilities. During the six months ended June 30, 2023, we drew down $515 million from these facilities. Borrowings under certain of these facilities are repaid 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 March 2024, we amended our $9.5 billion revolving credit facility to increase the capacity to $12.0 billion and extended its maturity to 2028.

Non-Cash Transactions
During the six months ended June 30, 2024 and 2023, we financed, primarily through alternative financing arrangements, the purchase of approximately $941 million and $719 million, respectively, of long-lived assets consisting primarily of network equipment. As of June 30, 2024 and December 31, 2023, $2.4 billion and $2.2 billion, respectively, relating to these financing arrangements, including those entered into in prior years and liabilities assumed through acquisitions, remained outstanding. These purchases are non-cash financing activities and therefore are not reflected within Capital expenditures in our condensed consolidated statements of cash flows.

Net Debt Extinguishment Gains
During the three months ended June 30, 2024 and 2023, we recorded net debt extinguishment gains of $89 million and $69 million, respectively. During the six months ended June 30, 2024 and 2023, we recorded net debt extinguishment gains of
$199 million and $139 million, respectively. The net gains are recorded in Other income (expense), net in our condensed consolidated statements of income. The total non-cash debt extinguishment gains are reflected within Other, net cash flow from operating activities, and the cash payments to extinguish the debt are reflected within Other, net cash flow from financing activities in our condensed consolidated statements of cash flows.

Guarantees
We guarantee the debentures of our operating telephone company subsidiaries. As of June 30, 2024, $614 million 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 the Company.

Debt Covenants
We and our consolidated subsidiaries are in compliance with all of our restrictive covenants in our debt agreements.