UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark one):
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
COMMISSION FILE NUMBER 1-8606
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
| VERIZON SAVINGS PLAN FOR | ||
| MANAGEMENT EMPLOYEES | ||
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
VERIZON COMMUNICATIONS INC.
1095 Avenue of the Americas
New York, New York 10036
VERIZON SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
TABLE OF CONTENTS
| Page | |||||
| FINANCIAL STATEMENTS | |||||
As of December 31, 2023 and 2022 | |||||
For the year ended December 31, 2023 | |||||
| SUPPLEMENTAL SCHEDULE * | |||||
| 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |||||
* All other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted as they are not applicable or not required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Verizon Employee Benefits Committee and Plan Participants
Verizon Savings Plan for Management Employees
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Verizon Savings Plan for Management Employees (the Plan) as of December 31, 2023 and 2022, the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2023, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan’s auditor since 2002.
/s/ Mitchell & Titus, LLP
New York, New York
June 21, 2024
80 Pine Street New York, NY 10005 T +1 212 709 4500 F +1 212 709 4680 mitchelltitus.com | |||||
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VERIZON SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
Statements of Net Assets Available for Benefits
As of December 31, 2023 and 2022
(in thousands of dollars)
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Plan interest in Verizon Master Savings Trust | $ | 27,442,170 | $ | 24,771,608 | ||||
| Total investments | 27,442,170 | 24,771,608 | ||||||
| Notes receivable from participants | 396,998 | 407,248 | ||||||
| Net assets available for benefits | $ | 27,839,168 | $ | 25,178,856 | ||||
The accompanying notes are an integral part of these financial statements.
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VERIZON SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2023
(in thousands of dollars)
| 2023 | |||||
| Investment income: | |||||
| Net increase in Plan's interest in Verizon Master Savings Trust | $ | 3,890,726 | |||
| Total investment income | 3,890,726 | ||||
| Interest income on notes receivable from participants | 23,565 | ||||
| Contributions: | |||||
| Participant contributions | 833,478 | ||||
| Employer contributions | 477,467 | ||||
| Total contributions | 1,310,945 | ||||
| Deductions: | |||||
| Benefits paid to participants | 2,508,283 | ||||
| Administrative expenses | 56,641 | ||||
| Total deductions | 2,564,924 | ||||
| Net increase | 2,660,312 | ||||
| Net assets available for benefits | |||||
| Beginning of year | 25,178,856 | ||||
| End of year | $ | 27,839,168 | |||
The accompanying notes are an integral part of these financial statements.
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VERIZON SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
Notes to Financial Statements
1. Plan Description | ||
The following description of the Verizon Savings Plan for Management Employees (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description and Plan Document for a complete description of the Plan’s provisions. The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Eligibility
The Plan provides eligible employees, as defined by the Plan Document, of Verizon Communications Inc. (“Verizon” or “Plan Sponsor”) and certain of its subsidiaries (“Participating Affiliates”) with a convenient way to save for both short-term and long-term needs.
Covered employees are eligible to make before-tax, after-tax or Roth 401(k) contributions or a combination of all three contributions to the Plan and to receive employer-matching contributions upon completion of enrollment in the Plan as soon as practicable following the date of hire. Covered employees who are employed by Verizon or its Participating Affiliates on the last day of the year or who satisfy certain other requirements may receive employer annual discretionary awards (“profit sharing contributions”) under the Plan.
An individual’s active participation in the Plan shall terminate when the individual ceases to be an eligible employee; however, the individual shall remain a participant until the entire account balance under the Plan has been distributed or forfeited.
Participant Accounts
Each participant account is credited with the participant’s contributions, rollovers, employer-matching contributions, profit sharing contributions, and allocations of Plan income. Allocations of Plan income are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are always vested in the value of their contributions and earnings thereon. A participant shall be fully vested in the employer-matching and profit sharing contributions allocated to his or her account or Employee Stock Ownership Plan (“ESOP”) account and any income thereon upon completing three years of vesting service or upon death, disability, retirement from Verizon or its Participating Affiliates, attainment of normal retirement age, or involuntary termination (other than for cause).
Forfeitures
Forfeited balances of terminated participants' non-vested accounts are used to pay administrative expenses and to reduce future employer-matching contributions and profit sharing contributions. Forfeitures used to pay certain administrative expenses and used to reduce employer-matching contributions totaled $17.6 million for the year ended December 31, 2023. At December 31, 2023 and 2022, forfeited non-vested accounts totaled $1.1 million and $1.2 million, respectively.
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Contributions
The Plan is funded by employee contributions up to a maximum of 50% of eligible compensation (16% for highly compensated employees as defined in the Plan Document) and by employer-matching and profit sharing contributions. For management employees, union represented Verizon Wireless employees and certain union represented employees eligible to participate in the Plan, the employer-matching contributions are equivalent in value to 100% of the first 6% of eligible compensation that the participant contributes to the Plan. For all other union represented employees eligible to participate in the Plan, the employer-matching contributions are equivalent to 100% of the first 4% and 50% of the next 2% of eligible compensation that the participant contributes to the Plan. Employees attaining the age of 50 or older can elect to make additional catch-up contributions to the Plan. Contributions are subject to certain Internal Revenue Service ("IRS") limitations.
The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan at a contribution rate of 6% of eligible compensation unless they affirmatively elect not to participate in the Plan or elect to contribute at a different rate. Contributions for an automatically enrolled participant are invested in the Target Date Fund that corresponds most closely with the year the participant will turn age 65, until changed by the participant.
Contribution elections for employees contributing less than 6% of their eligible base salary compensation will be automatically increased by 1% unless the employee affirmatively elects to change their election during an opt-out period during the first quarter of the year.
Participant contributions may be made on a before-tax, after-tax or Roth 401(k) basis or a combination of all three. Participants direct their contributions into various investment options offered by the Plan.
Employer-matching contributions and profit sharing contributions made in cash are directed into the same investment options as the participant contributions. Employer-matching and profit sharing contributions may also be provided in Verizon shares, as determined by Verizon. The Verizon shares are held by the Plan in a unitized fund, which means participants do not actually own shares of Verizon common stock but rather own an interest in the fund. There was no profit sharing contribution made for 2023.
Notes Receivable from Participants
The Plan includes a loan provision authorizing participants to borrow an aggregate amount generally not exceeding the lesser of (1) $50,000 or (2) 50% of their vested account balance in the Plan, subject to certain limitations. Loans are generally repaid by payroll deductions. The general term of repayment for loans is a minimum of six months and a maximum of five years (and generally fifteen years for a loan to purchase a principal residence). Each new loan bears interest at a rate based on the prime rate plus one percent as determined on the last business day of the calendar quarter immediately preceding the calendar quarter in which the loan is made. A loan processing fee of $50 is charged to a participant’s savings plan account upon initiation of a new loan. Interest rates for loans outstanding at December 31, 2023 and 2022 were between 3.25% to 10.50%.
Payment of Benefits
Benefits are payable in a lump sum cash payment or periodic partial withdrawals at the direction of the participant. A participant can also elect one of the following optional forms of benefit payment: (1) a lump sum in Verizon shares for investments in the Verizon Company Stock Fund, or the ESOP Shares Fund with the balance in cash, (2) in annual, semi-annual, quarterly, or monthly installments in cash of approximately equal amounts to be paid out for a period of 2 to 20 years, as selected by the participant, or (3) for those participants eligible to receive their distribution in installments as described in (2) above, a pro rata portion of each installment payment
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in Verizon shares for investments in the Verizon Company Stock Fund or the ESOP Shares Fund, with the balance of each installment in cash.
Administrative Expenses
Plan administrative expenses may include legal, accounting, trustee, recordkeeping, and other administrative fees and expenses associated with maintaining the Plan. The cost of administering the Plan is paid by participants through a combination of fees allocated to each participant’s account and fees that are paid as part of the investment fees that are allocated to the Plan’s investment options. Plan administrative expenses may be paid from forfeitures and may be reduced by credits provided by the Plan trustee/recordkeeper for the net float income it earns with respect to the Plan.
Master Trust
The Plan holds an interest in the net assets of the Verizon Master Savings Trust (“Master Trust”).
Fidelity Management Trust Company (“Fidelity”) has been designated as the trustee and record keeper of the Master Trust and is responsible for the control and disbursement of the funds and portfolios of the Plan. Fidelity is also responsible for the investment and reinvestment of the funds and portfolios of the Plan, except to the extent that it is directed by Verizon Investment Management Corp. (“VIMCO”) or by third-party investment managers appointed by VIMCO.
Plan Modification and Plan Termination
The Board of Directors of Verizon may terminate or partially terminate the Plan at any time and also may modify, alter or amend the Plan at any time. The most senior Human Resources officer of Verizon also has the right to modify, alter or amend the Plan at any time. The chief legal counsel to the Verizon Employee Benefits Committee may also amend the Plan for changes required by the Internal Revenue Service (“IRS”) in connection with a determination letter or voluntary compliance application, changes required for compliance with applicable law, and administrative changes required in connection with a merger, consolidation, or transfer of assets to or from the Plan. No amendment may permit any of the assets held pursuant to the Plan to be used for any purpose other than for the exclusive benefit of the participants and their beneficiaries or for paying reasonable expenses of administering the Plan. In the event the Plan terminates, participants will become fully vested in their accounts.
2. Summary of Accounting Policies | ||
Basis of Accounting
The financial statements of the Plan have been prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein. Actual results could differ from those estimates.
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Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. A participant loan is in default if loan repayments are delinquent beyond the end of the Plan’s grace period. Defaulted loans are treated as an offset distribution or deemed distribution for tax purposes and become taxable income to the participant in the year in which the default occurs. In the case of an offset distribution, the participant loan balance is reduced and a distribution is recorded on the participant’s account.
Investment Valuation and Income Recognition
The Plan’s interest in the Master Trust is reported at fair value. The investment in the Master Trust represents the Plan's interest in the net assets of the Master Trust. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Statement of Changes in Net Assets Available for Benefits reflects the net increase/(decrease) in the Plan’s interest in the Master Trust which consists of the realized gains or losses and the unrealized appreciation/(depreciation) in fair value, as well as interest and dividends earned.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis. Net appreciation/(depreciation) includes gains and losses on investments bought and sold, as well as held during the year.
3. Investments in Master Trust | ||
The Plan’s investments are held in the Master Trust. The Plan’s participating interest in the investment funds of the Master Trust is based on account balances of the participants and their elected investment funds. The net assets of the Master Trust, which may include receivables and payables from unsettled trades, are allocated by assigning to each plan participating in the Master Trust those transactions that can be specifically identified as related to the plan, such as contributions, benefit payments, and plan-specific expenses. The income and expenses resulting from the collective investments of the Master Trust's assets are allocated in proportion to the fair value of the assets assigned to such plan.
On a monthly basis, investments, investment income and expenses are allocated to the Plan in accordance with its specific interest in the Master Trust. Investment fees are charged against the earnings of the funds and portfolios.
The Plan’s interest in the investments in the Master Trust is reported as “Plan interest in Verizon Master Savings Trust” in the Statements of Net Assets Available for Benefits. The related investment gains (losses) are reported within “Net increase in Plan's interest in Verizon Master Savings Trust” in the Statement of Changes in Net Assets Available for Benefits.
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Cash receipts and payments derived from investment trades involving foreign currency denominated investments are translated into U.S. dollars at the prevailing exchange rate on the respective transaction date. Net realized gains and losses on foreign currency transactions, upon disposition of foreign currency denominated investments, arise as a result of fluctuations in foreign exchange rates between the trade and settlement dates and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received.
The foreign exchange effect on foreign currency denominated investments is not segregated from the impact of changes in market prices in the Statement of Changes in Net Assets Available for Benefits.
The following table presents the net assets of the Master Trust and the Plan’s interest in the Master Trust as of December 31, 2023 and 2022 (in thousands), respectively:
| December 31, 2023 | December 31, 2022 | |||||||||||||
Master Trust Balances | Plan's Interest in Master Trust Balances | Master Trust Balances | Plan's Interest in Master Trust Balances | |||||||||||
| Cash and cash equivalents | $ | 2,085,102 | $ | 1,586,288 | $ | 2,190,894 | $ | 1,660,782 | ||||||
| U.S. government securities | 2,484,325 | 1,890,006 | 2,081,677 | 1,577,992 | ||||||||||
| Preferred debt securities | 719,116 | 547,084 | 743,453 | 563,566 | ||||||||||
| Other debt securities | 1,027,075 | 781,370 | 957,763 | 726,021 | ||||||||||
| Preferred stock | 38,968 | 29,646 | 21,876 | 16,583 | ||||||||||
| Common stock | 9,537,571 | 7,255,922 | 9,512,528 | 7,210,862 | ||||||||||
| Verizon common stock | 3,851,257 | 2,929,931 | 4,111,772 | 3,116,882 | ||||||||||
| Common/collective trusts | 14,344,944 | 10,913,240 | 11,015,359 | 8,383,755 | ||||||||||
| Pooled separate accounts | 732,822 | 557,511 | 776,725 | 588,787 | ||||||||||
| Mutual funds | 880,477 | 669,843 | 811,829 | 615,397 | ||||||||||
| Other | 232,639 | 176,986 | 318,051 | 241,094 | ||||||||||
| Total investments in the Verizon Savings Master Trust at fair value | $ | 35,934,296 | $ | 27,337,827 | $ | 32,541,927 | $ | 24,701,721 | ||||||
| Receivables | 2,441,825 | 2,329,696 | 2,107,283 | 2,062,154 | ||||||||||
| Payables | (2,957,606) | (2,225,353) | (2,643,338) | (1,992,267) | ||||||||||
| Total net assets in Verizon Master Savings Trust at fair value | $ | 35,418,515 | $ | 27,442,170 | $ | 32,005,872 | $ | 24,771,608 | ||||||
| Fully benefit-responsive investment contracts | 652,819 | — | 672,617 | — | ||||||||||
| Total investments in the Verizon Master Savings Trust at contract value | $ | 652,819 | $ | — | $ | 672,617 | $ | — | ||||||
| Total investments | $ | 36,071,334 | $ | 27,442,170 | $ | 32,678,489 | $ | 24,771,608 | ||||||
The total Master Trust's net appreciation was $4.3 billion for the year ended December 31, 2023. Interest and dividend income for the Master Trust was $687.9 million for the year ended December 31, 2023.
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| 4. Fair Value Measurements | ||||||||||||||
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Inputs to the valuation methodology include
•quoted prices for similar assets or liabilities in active markets;
•quoted prices for identical or similar assets or liabilities in inactive markets;
•inputs other than quoted prices that are observable for the asset or liability;
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specific (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for the investments measured at fair value:
Cash and cash equivalents include short-term investment funds, primarily in diversified portfolios of investment grade money market instruments, and are valued using quoted market prices or other valuation methods. The carrying value of cash equivalents approximates fair value due to the short-term nature of these investments.
Investments in securities traded on national and foreign securities exchanges are valued by the custodian at the last reported sale prices on the last business day of the year or, if no sales were reported on that date, at the last reported bid prices.
Government obligations, corporate bonds, international bonds and asset-backed securities are valued using matrix prices with input from independent third-party valuation sources. Over-the-counter securities are valued at the bid and ask prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable such as multiple broker quotes.
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Commingled funds not traded on national exchanges are valued by the custodian or fund administrator at their NAV. Commingled funds held by third-party custodians appointed by the fund managers provide the fund managers with a NAV. The fund managers have the responsibility for providing this information to the custodian of the respective plan. Commingled funds for which fair value is measured using the NAV per share as a practical expedient are not leveled within the fair value hierarchy and are included as a component of the total investments in the Master Trust.
The accounting records of the Master Trust is maintained in U.S. dollars. Foreign currency denominated assets and liabilities are translated into U.S. dollars at the prevailing rates of exchange at the end of each accounting period, with the impact of fluctuations in foreign exchange rates reflected as an unrealized gain or loss in the fair value of the investments.
The following table sets forth by level, within the fair value hierarchy, the Master Trust's assets measured at fair value as of December 31, 2023 (in thousands):
| Assets at Fair Value as of December 31, 2023 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Investments | |||||||||||||||||
| Cash and cash equivalents | $ | 1,806 | $ | 27,816 | $ | — | $ | 29,622 | |||||||||
| Verizon common stock | 3,851,257 | — | — | 3,851,257 | |||||||||||||
| Mutual funds | |||||||||||||||||
| U.S. fixed income | 923,726 | — | — | 923,726 | |||||||||||||
| U.S. small cap | 479,202 | — | — | 479,202 | |||||||||||||
| International equity | 185,412 | — | — | 185,412 | |||||||||||||
| Global fixed income | 108,488 | — | — | 108,488 | |||||||||||||
| Equity | |||||||||||||||||
| International equity | 3,234,088 | 819 | — | 3,234,907 | |||||||||||||
| U.S. equity | 6,365,414 | 200,716 | — | 6,566,130 | |||||||||||||
| Fixed income | |||||||||||||||||
| U.S. bonds | — | 1,135,409 | — | 1,135,409 | |||||||||||||
| U.S. treasuries and agencies | 1,672,010 | 752,970 | — | 2,424,980 | |||||||||||||
| Asset-backed securities | — | 149,398 | — | 149,398 | |||||||||||||
| International bonds | — | 611,534 | — | 611,534 | |||||||||||||
| Convertible securities | 425 | 6,205 | — | 6,630 | |||||||||||||
| Other - Derivatives | (4,048) | 15,862 | — | 11,814 | |||||||||||||
| Total investments in the fair value hierarchy | 16,817,780 | 2,900,729 | — | 19,718,509 | |||||||||||||
| Investments measured at NAV | 16,215,787 | ||||||||||||||||
| Total investments at fair value | $ | 16,817,780 | $ | 2,900,729 | $ | — | $ | 35,934,296 | |||||||||
The Master Trust did not have any Level 3 assets for the year ended December 31, 2023.
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The following table sets forth by level, within the fair value hierarchy, the Master Trust's assets measured at fair value as of December 31, 2022 (in thousands):
| Assets at Fair Value as of December 31, 2022 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Investments | |||||||||||||||||
| Cash and cash equivalents | $ | 625 | $ | 158,966 | $ | — | $ | 159,591 | |||||||||
| Verizon common stock | 4,111,773 | — | — | 4,111,773 | |||||||||||||
| Mutual funds | |||||||||||||||||
| U.S. fixed income | 1,007,634 | — | — | 1,007,634 | |||||||||||||
| U.S. small cap | 407,144 | — | — | 407,144 | |||||||||||||
| International equity | 186,305 | — | — | 186,305 | |||||||||||||
| Global fixed income | 91,935 | — | — | 91,935 | |||||||||||||
| Equity | |||||||||||||||||
| International equity | 2,889,955 | 1,734 | — | 2,891,689 | |||||||||||||
| U.S. equity | 6,661,858 | 177,686 | — | 6,839,544 | |||||||||||||
| Fixed income | |||||||||||||||||
| U.S. bonds | 17,820 | 1,059,516 | — | 1,077,336 | |||||||||||||
| U.S. treasuries and agencies | 1,481,448 | 561,618 | — | 2,043,066 | |||||||||||||
| Asset-backed securities | — | 149,539 | — | 149,539 | |||||||||||||
| International bonds | 1,340 | 603,110 | — | 604,450 | |||||||||||||
| Convertible securities | 598 | 6,987 | — | 7,585 | |||||||||||||
| Total investments in the fair value hierarchy | 16,858,435 | 2,719,156 | — | 19,577,591 | |||||||||||||
| Investments measured at NAV | 12,964,336 | ||||||||||||||||
| Total investments at fair value | $ | 16,858,435 | $ | 2,719,156 | $ | — | $ | 32,541,927 | |||||||||
The Master Trust did not have any Level 3 assets for the year ended December 31, 2022.
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| 5. Redemption Restrictions | ||||||||||||||
The following table summarizes redemption restrictions for investments of the Master Trust for which fair value is estimated using NAV per share as of December 31, 2023 (in thousands):
| Asset Type | Fair Value | Unfunded Commitments | Redemption Frequency | Redemption Notice | ||||||||||
| Commingled funds: | ||||||||||||||
| U.S. equity securities | $ | 11,931,739 | N/A | Daily | Daily | |||||||||
| International equity securities | 1,226,884 | N/A | Daily | Daily | ||||||||||
| U.S. fixed income securities | 605,112 | N/A | Daily | Daily | ||||||||||
| Cash equivalents | 1,561,154 | N/A | Daily | Daily | ||||||||||
| Real estate | 890,898 | N/A | Daily | Daily | ||||||||||
| Total | $ | 16,215,787 | ||||||||||||
The following table summarizes redemption restrictions for investments of the Master Trust for which fair value is estimated using NAV per share as of December 31, 2022 (in thousands):
| Asset Type | Fair Value | Unfunded Commitments | Redemption Frequency | Redemption Notice | ||||||||||
| Commingled funds: | ||||||||||||||
| U.S. equity securities | $ | 8,979,019 | N/A | Daily | Daily | |||||||||
| International equity securities | 965,792 | N/A | Daily | Daily | ||||||||||
| U.S. fixed income securities | 712,609 | N/A | Daily | Daily | ||||||||||
| Cash equivalents | 1,530,191 | N/A | Daily | Daily | ||||||||||
| Real estate | 776,725 | N/A | Daily | Daily | ||||||||||
| Total | $ | 12,964,336 | ||||||||||||
For a portion of the real estate fund, redemption requests will be scheduled for payment on the next valuation date which is at least three months after receipt of a written request for redemption (last business day of the quarter). Redemption requests are subject to fund management discretion based on cash available to meet redemption requests. In the event total redemption requests exceed the total cash available to honor such requests, available cash will be prorated among the contract-holders eligible for redemption.
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6. Derivatives | ||
In the normal course of operations, the Master Trust's investments may include derivative financial instruments. Derivatives are synthetic instruments used to get various market exposures with limited margin requirements and therefore with leverage risk involved. The notional amounts disclosed in this footnote provide a measure of the Master Trust's involvement in such instruments but are not indicative of potential loss. The intent is to use derivative financial instruments to gain market exposure or as economic hedges to manage various risks associated with the Master Trust's investments or to express investment managers’ views of future market movements efficiently.
At December 31, 2023 and 2022, the Master Trust utilized futures, swaps, options, and foreign currency forward contracts to manage risks such as price risk, interest rate risk and foreign currency exchange rate risk. At December 31, 2023 and 2022, the gross notional value of the derivative instruments was $3.5 billion and $3.2 billion, respectively. At December 31, 2023 and 2022, the fair value of the derivative assets was $48.7 million and $20.3 million, respectively. At December 31, 2023 and 2022, the fair value of derivative liabilities was $37.2 million and $23.5 million, respectively. The total gains for the year ended December 31, 2023 was $3.7 million.
| 7. Securities Lending | ||||||||||||||
The Master Trust maintains Securities Lending Agreements (the “Agreements”) with the custodian, BNY Mellon (“Custodian”). The Agreements permit the Custodian to loan certain domestic and international securities held by the Master Trust to borrowing counterparties who provide collateral for the loans. There is generally no stated repayment term for such loans and either party can terminate the loans at any time. Upon loan termination, the loan securities are returned to the Master Trust and the collateral is paid back to the borrowing counterparty.
Risk of credit loss from securities lending is mitigated by obtaining sufficient collateral, transacting only with borrowing counterparties of high credit quality and being indemnified against borrowing counterparty default by the Custodian. During the years ended December 31, 2023 and 2022, the Master Trust did not experience any losses arising from securities lending transactions.
The securities on loan may be sold at the Master Trust's discretion, in which case the Custodian will reallocate or recall positions in order to satisfy sale delivery. Securities on loan may not be re-pledged by the Master Trust.
Securities on loan continue to be recorded as assets in the Master Trust. The Master Trust recognizes loan collateral, held in separate accounts managed by the Custodian, as an asset and also recognizes an equal and offsetting liability, representing their obligation to return the collateral upon termination of the loan. The collateral and offsetting liability are not reflected in the Master Trust listing of investments. Loan collateral can be in the form of cash equivalents or non-cash assets. Collateral in cash equivalents can be invested and reinvested in approved investments by the Custodian according to guidelines set forth in the Agreements. Non-cash collateral is held in the form received and not subject to investing activities by the Custodian. Collateral received is not sold or pledged as loaned securities. Investment gains are shared amongst the Master Trust, Custodian and borrowing counterparties based on an agreed allocation. Investment losses, if any, arising from such investing activities are borne by the Master Trust.
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The required collateral ranges from an amount equal to or greater than 102% to 105% of the fair value of the securities loaned for U.S. and non-U.S. securities, respectively. Additional collateral is required if the fair value of the borrowed securities increase.
The Master Trust's fees earned from these Agreements amounted to approximately $3.3 million for the year ended December 31, 2023. These earnings are included in the total investment income of the Master Trust.
Total securities on loan were approximately $838.8 million and $1.1 billion as of December 31, 2023 and 2022, respectively. Total collateral assets and liabilities to repay borrowing counterparties were each approximately $860.9 million and $1.1 billion as of December 31, 2023 and 2022, respectively. The percentage of collateral was approximately 103% of the fair value of securities on loan as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, total fair value of collateral included cash equivalents of $636.6 million and $763.3 million, of which $484.3 million and $578.6 million, respectively, represents the Plan’s estimated allocated interest. Cash equivalents collateral is generally held in U.S. and foreign currency denominations and non-cash collateral is generally held in U.S. and international fixed income securities. Cash equivalents collateral assets are classified as Level 2 fair value measurements.
8. Related-Party Transactions | ||
VIMCO, an indirect, wholly-owned subsidiary of Verizon, is the investment advisor for certain investment funds and, therefore, qualifies as a party-in-interest. VIMCO received no compensation from the Plan other than reimbursement of certain expenses directly attributable to its investment advisory and investment management services rendered to the Plan. In addition, certain investments held by the Master Trust are managed by Fidelity, as trustee and record keeper. Therefore, these investments qualify as parties-in-interest transactions. The Plan also allows an investment, through a unitized fund, in Verizon common stock, which is a party-in-interest transaction. All of these transactions are exempt from the prohibited transaction rules.
9. Income Tax Status | ||
The IRS has determined and informed the Plan Sponsor by a letter dated April 30, 2015, that the Plan and related trust is designed in accordance with applicable sections of the Internal Revenue Code (the "IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified, and the related trust is tax exempt.
U.S. GAAP requires the Plan's management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023, there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2020.
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| 10. Risks and Uncertainties | ||
The Plan provides investment options for participants who can invest in combinations of stocks, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, equity price, and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in these financial statements.
| 11. Reconciliation of Financial Statements to Form 5500 | ||
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2023 and 2022, to Form 5500 (in thousands):
| 2023 | 2022 | |||||||
| Net assets available for benefits per the financial statements | $ | 27,839,168 | $ | 25,178,856 | ||||
| Adjustment for deemed distributions with no post-default payments | (13,528) | (12,777) | ||||||
| Net assets available for benefits per Form 5500 | $ | 27,825,640 | $ | 25,166,079 | ||||
The following is a reconciliation of total deductions per the financial statements for the year ended December 31, 2023, to Form 5500 (in thousands):
| 2023 | |||||
| Total deductions per the financial statements | $ | 2,564,924 | |||
| Add: deemed distributions of participant loans at December 31, 2023 | 13,528 | ||||
| Less: deemed distributions of participant loans at December 31, 2022 | (12,777) | ||||
| Total deductions per Form 5500 | $ | 2,565,675 | |||
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VERIZON SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
EIN: 23-2259884 Plan # 102
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
As of December 31, 2023
(in thousands of dollars)
| Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value | Current Value | ||||||||||||
| Notes receivable from participants* | 0 - 15 years maturity at 3.25% - 10.50% | $ | 396,998 | |||||||||||
* Party-in-interest
Cost information is not required because investments are participant-directed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Verizon Employee Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
VERIZON SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
| By: | /s/ Samantha Hammock | |||||||
| Samantha Hammock | ||||||||
| Executive Vice President and Chief Human Resources Officer | ||||||||
Date: June 21, 2024
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Exhibit Index