Annual Report of Employee Stock Plans (11-k)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

☒     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

COMMISSION FILE NUMBER 1-8606

VERIZON SAVINGS AND SECURITY PLAN

FOR NEW YORK AND NEW ENGLAND

ASSOCIATES

VERIZON COMMUNICATIONS INC.

1095 Avenue of the Americas

NEW YORK, NEW YORK 10036

 

 

 

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VERIZON SAVINGS AND SECURITY PLAN FOR NEW YORK AND NEW ENGLAND ASSOCIATES

 

TABLE OF CONTENTS

 

		Page(s)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December  31, 2016 and 2015			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2016			3
Notes to Financial Statements			4-18
SUPPLEMENTAL SCHEDULE *
Schedule H, Line 4(i)-Schedule of Assets (Held at End of Year)			19
SIGNATURE			20
EXHIBIT:
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 not applicable or not required.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Verizon Employee Benefits Committee:

We have audited the accompanying statements of net assets available for benefits of Verizon Savings and Security Plan for New York and New England Associates (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 in the accompanying schedule, 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 in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Mitchell & Titus, LLP

June 22, 2017

New York, New York

 

						One Battery Park Plaza New York, NY 10004 T [phone] F [phone] mitchelltitus.com

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VERIZON SAVINGS AND SECURITY PLAN FOR NEW YORK AND

NEW ENGLAND ASSOCIATES

Statements of Net Assets Available for Benefits

As of December 31, 2016 and 2015

(in thousands of dollars)

 

 

		2016				2015
Assets
Investments at fair value		$	4,431,185			$	4,076,905
Investments at contract value			414,454				397,681
Notes receivable from participants			198,659				201,016
Employer contributions receivable			424				881
Net assets available for benefits		$	5,044,722			$	4,676,483

 

The accompanying notes are an integral part of these financial statements.

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VERIZON SAVINGS AND SECURITY PLAN FOR NEW YORK AND

NEW ENGLAND ASSOCIATES

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2016

(in thousands of dollars)

 

 

Additions:
Participants contributions		$	132,727
Employer contributions			57,841
Total contributions			190,568
Net investment gain from investments in Master Trusts			544,348
Total additions			734,916
Deductions:
Benefits paid to participants			358,647
Transfers to other plans and other, net			1,186
Administrative expenses			5,017
Total deductions			364,850
Net change			370,066
Net transfers to other successor trustee			(1,827	)
Net assets available for benefits
Beginning of year			4,676,483
End of year		$	5,044,722

 

The accompanying notes are an integral part of these financial statements.

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VERIZON SAVINGS AND SECURITY PLAN FOR NEW YORK

AND NEW ENGLAND ASSOCIATES

Notes to Financial Statements

December 31, 2016

 

1.  Description of the Plan

 

The following description of the Verizon Savings and Security Plan for New York and New England Associates (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 in 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, Roth and/or after-tax contributions to the Plan, and to receive matching employer contributions upon completion of enrollment in the Plan, as soon as practicable following the date of hire. Beginning October 28, 2012, covered employees in certain bargaining groups who are not eligible to earn pension benefits and who are employed by Verizon or its Participating Affiliates on the last day of the year in a position subject to a collective bargaining agreement, 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.

Plan Transfers

On April 1, 2016, Verizon sold to Frontier Communications Corporation (“Frontier”) its local exchange business and related landline activities in California, Florida, and Texas. Upon the closing of the transaction, net assets of $1.8 million were transferred from the Plan to the Frontier Communications Savings and Security Plan for New York and New England Associates sponsored by Frontier. The decrease in assets is reflected in the Statement of Net Assets Available for Benefits.

Investment Options

Participants direct their contributions to be invested in any of the current investment options.

Participant Accounts

Each participant’s 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.

 

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Administrative Expenses

Plan administrative fees may include trustee, recordkeeping, and other administrative fees and expenses associated with maintaining the Plan. The cost of administering the Plan is paid by the Plan administrator. The Plan does not charge any other administrative expenses directly to participant accounts. Participants are provided with a detailed schedule of fees in the annual disclosure notice.

Payment of Benefits

Benefits are recorded when paid. Benefits are payable in a lump sum cash payment unless a participant elects, in writing, one of the following four optional forms of benefit payment: (1) payment in Verizon shares for investments in the Verizon Company Stock Fund, with the balance in cash; (2) in annual installments in cash of approximately equal amounts to be paid out for a period of 2 to 20 years, as selected by the participant; (3) in monthly or annual installments over a period equal to the life expectancy of the participant; or (4) for those participants eligible to receive their distribution in installments as described in (2) or (3) above, a pro rata portion of each installment payment in Verizon shares for investments in the Verizon Company Stock Fund, with the balance of each installment in cash.

Participant Loans

The Plan includes a loan provision authorizing participants to borrow an aggregate amount generally not exceeding the lesser of (i) $50,000 or (ii) 50% of their vested account balances 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 (fifteen years for a loan to purchase a principal residence). For loans up to five years, each new loan will bear interest at a rate based upon the prime rate as of the last business day of the calendar month immediately preceding the date the loan is made. Loans for a period of longer than five years shall bear interest at such rate plus one percentage point. Participant loans are classified as “Notes receivable from participants” in the Statements of Net Assets Available for Benefits. Interest rates range from 3.25% to 10.50% for the year ended December 31, 2016.

Master Trusts

At December 31, 2016 and 2015, the Plan participated in the Verizon Master Savings Trust (the “Master Trust”) and owned approximately 16.6% and 16.4%, respectively, of the net assets in the Master Trust. This percentage is based on a pro rata share of the net assets in the Master Trust.

Fidelity Management Trust Company (the “Trustee” or “Fidelity”) has been designated as the trustee of the Master Trust and is responsible for the control and disbursement of the funds and portfolios of the Plan. Expenses of administering the Plan, including fees and expenses of the Trustee may not be charged to the Plan. The Trustee 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. Investment fees are charged against the earnings of the funds and portfolios.

At December 31, 2016 and 2015, the Plan also owned approximately 2.5% and 3.4%, respectively, of the net assets allocated to a defined contribution account in the Bell Atlantic Master Trust (together with the Master Trust, the “Master Trusts”). The Bank of New York Mellon (“BNY Mellon”) is the trustee of the

 

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Bell Atlantic Master Trust. The assets in the Bell Atlantic Master Trust are pooled between defined benefit plans and defined contribution plans. The fair value of the Plan’s net assets allocated to the defined contribution account at December 31, 2016 and 2015 was $3.6 million and $3.5 million, respectively, and is included in the table of the Master Trusts’ net investments at net asset value (“NAV”) (see Note 7).

The Plan’s participating interest in the investment funds of the Master Trusts is based on account balances of the participants and their elected investment funds. The net assets of the Master Trusts are allocated by assigning to each plan participating in the Master Trusts 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 Trusts assets are allocated in proportion to the fair value of the assets assigned to such plan.

Plan Modification

The Board of Directors of Verizon may modify, alter, amend, terminate or partially terminate the Plan at any time, subject to collective bargaining requirements. The Verizon Employee Benefits Committee may also make amendments to the Plan that do not materially alter the cost to the Participating Affiliates of providing benefits under the Plan. The chief legal counsel to the Committee may amend the Plan for changes required by the Internal Revenue Service (“IRS”) in connection with a determination letter or voluntary compliance application. 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 Plan 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.

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.

2.  Accounting Policies

 

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).

Use of Estimates

U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements, accompanying notes and supplemental schedule. Actual results could differ from those estimates.

 

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Reclassification

Certain prior year amounts have been reclassified to conform to the current year’s presentation.

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. No allowance for credit losses has been recorded as of December 31, 2016 or 2015. 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.

Recently Issued Accounting Standards

In February 2017, the Financial Accounting Standards Board issued the Accounting Standards Update (“ASU”) No. 2017-06, “Employee Benefit Plan Master Trust Reporting.” This ASU requires an employee benefit plan to disclose the plan’s percentage interest in a master trust and a list of the investments held by the master trust, presented by general type, within the plan’s financial statements. This ASU also removes the requirement to disclose the plan’s overall percentage interest in a master trust for plans with divided interests and requires that all plans disclose the dollar amount of their interest in each general type of investment. In addition, the ASU requires the disclosure of the master trust’s other asset and liability balances and the dollar amount of the plan’s interest in each of those balances. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and will be applied retrospectively. Early adoption is permitted. The Plan is currently evaluating the impact that this ASU will have on the presentation of the financial statements and disclosures.

Investments in Master Trusts

The Plan’s interests in the Master Trusts are stated at fair value (except for Fully Benefit-Responsive Contracts (“FBRICs”) which are reported at contract value). The Statement of Changes in Net Assets Available for Benefits reflects the net investment gain from the Plan’s interests in the Master Trusts which consists of the realized gains or losses and the unrealized appreciation/(depreciation) in fair value or contract value of those investments, as well as interest and dividends earned. Purchases and sales of investments are reflected as of the trade date. Realized gains and losses on sales of investments are determined on the basis of average cost. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis.

Fair Value Measurements

Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows:

 

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Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 – No observable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Plan sponsor’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.

3.  Non-Participant Directed Investments

 

Information about the net assets and the significant components of the changes in net assets related to the Plan’s non-participant directed investments is as follows (in thousands):

 

		As of December 31,
		2016								2015
Net Assets
Verizon common stock		$	1,003,552							$	2,922
Changes in Net Assets		Year ended December 31, 2016
Employer contributions						$	59,156
Net investment gain							196,459
Benefits paid to participants							(146,391	)
Change in diversification adjustment (Note 4)							886,339
Net transfers out							(278	)
Exchange out							(23,917	)
Other							29,262
Net increase						$	1,000,630

4.  Vesting and Contributions

 

A participant shall be fully vested in the employer-matching and profit sharing contributions allocated to his or her 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, permanent layoff (subject to the terms of the applicable collective bargaining agreement), temporary layoff that continues for twelve months, involuntary separation that qualifies for benefits under a separation incentive program, transfer to salaried employee status that continues for twelve months, or a qualifying transfer to Bellcore (as defined in the Plan Document). Vesting shall also occur if a participant is hired by an entity subject to the Mandatory Portability Agreement (as defined in the Plan Document) within thirty days after terminating from Verizon.

 

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A terminated employee’s non-vested employer-matching and profit sharing contributions are forfeited and offset against subsequent employer-matching and profit sharing contributions to the Plan. Forfeitures used to reduce employer matching contributions for the year ended December 31, 2016 were $1.0 million. The balance in the forfeiture account was $0.3 million and $1.1 million at December 31, 2016 and 2015, respectively.

The Plan is funded by employee contributions up to a maximum of 16% of compensation, by profit sharing contributions, and subject to applicable collective bargaining agreements, by employer-matching contributions in shares of Verizon common stock equal to a percentage of the initial 6% of the participants’ contributions of eligible compensation for each payroll period during the Plan year. The matching contribution percentage is specified by the Plan or the participant’s collective bargaining agreement, as applicable, and different percentages may apply to participants in certain bargaining groups who are not eligible to earn pension benefits. Employees attaining the age of 50 or older can elect to make additional catch-up contributions to the Plan. Effective as of October 28, 2012, Verizon and its Participating Affiliates may make a discretionary, performance-based annual discretionary award to the Plan in an amount up to 3% of each eligible participant’s eligible compensation for the Plan year. Eligible participants are those in certain bargaining groups who are not eligible to earn pension benefits and who are employed by Verizon or its Participating Affiliates on the last day of the year in a position subject to a collective bargaining agreement.

Participant contributions may be made on a before-tax or Roth after-tax basis (“elective contributions”) or from currently taxed compensation (“after-tax contributions”). Each participant’s elective contributions for the 2016 Plan year were limited to $18,000. For 2016, the total amount of elective contributions, after-tax contributions, employer-matching contributions, profit sharing contributions and certain forfeitures that may be allocated to a Plan participant was limited to the lesser of (1) $53,000 or (2) 100% of the participant’s total compensation, and the compensation on which such contributions were based was limited to $265,000. The catch-up contribution limit is $6,000 for participants eligible to make catch-up contributions.

Employer-matching contributions are made in Verizon common stock. Employer profit sharing contributions may be made in cash or in Verizon common stock as determined by Verizon. The Verizon common stock is 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 unitized fund. For the year ended December 31, 2016, total employer-matching and profit sharing contributions of 1.1 million shares of Verizon common stock were made with a fair value at the date of contribution of $57.8 million, which included a discretionary profit sharing contribution amount of $0.4 million.

Participants age 50 and older with one year of service are permitted to redirect up to 50% of these employer-matching contributions (100% after attaining age 55). A participant who has completed at least three years of service may transfer employer-matching contributions made on or after January 1, 2007 to any other investment option or options under the Plan. The same diversification rules apply to profit sharing contributions made or considered made in Verizon common stock. A participant may transfer all or a portion of employer-matching contributions (and related earnings) made before January 1, 2007 to any other investment option or options under the Plan. In Note 3, the “diversification adjustment” reflects the employer-matching contributions that a participant may elect to transfer into any investment option available under the Plan, subject to the provisions of the Plan Document.

The Plan was amended to incorporate changes resulting from the collective bargaining agreements effective June 17, 2016. The amendment allowed employee contributions of up to a maximum of 25% of

 

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a participant’s eligible compensation and combined catch-up and regular contribution of up to 85% of a participant’s eligible compensation, effective 90 days after the collective bargaining agreement effective date.

5.  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 Trusts are managed by BNY Mellon, as trustee, and Fidelity, as trustee and record keeper. Therefore, these investments qualify as parties-in-interest transactions. The Plan also allows 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.

6.  Income Tax Status

 

The Plan has received a determination letter from the IRS dated April 21, 2015, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (“the Code”) and, therefore, the related trusts are exempt from taxation. The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trusts are tax exempt.

U.S. GAAP requires Plan 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, 2016, 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 2013.

7.  Investments in Master Trusts

 

Valuation of Investments

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.

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. Over-the-counter securities, government obligations, corporate bonds and international bonds are valued at the bid prices or the average of the bid and ask prices on the last

 

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business day of the year from published sources or, if not available, from other sources considered reliable such as multiple broker quotes.

Commingled funds not traded on national exchanges are valued by the custodian or fund administrator at NAV. Commingled funds held by third-party custodians appointed by the fund managers provide the fund manager with a NAV. The fund manager has the responsibility for providing this information to the custodian of the respective plan. Hedge fund investments include those investments seeking to maximize absolute returns using a broad range of strategies to enhance returns and provide additional diversification. Hedge funds are valued by the custodian at NAV based on statements received from the investment manager. These funds are valued in accordance with the terms of their corresponding offering or private placement memoranda. Commingled funds and hedge 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 reconciling item to total investments in the Master Trusts.

The following table summarizes redemption restrictions for investments for which fair value is estimated using NAV per share. This table does not include the real estate fund, which is noted below the table:

 

Liquidation		Redemption		Redemption		Redemption
Period		Frequency		Notice		Restrictions
Daily		Daily		Daily		None

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.

The accounting records of the Master Trusts are 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.

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 result from the disposition of foreign currency denominated investments 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 Plan’s interest in the fair value of the Master Trust and the Bell Atlantic Master Trust and the related investment gains are reported in “Investments at fair value” and “Net investment gain from investments in Master Trusts” in the Statements of Net Assets Available for Benefits and in the Statement of Changes in Net Assets Available for Benefits, respectively.

 

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The following table represents the Master Trusts’ net investments by investment type measured at fair value on a recurring basis by the fair value measurement levels described in Note 2 as of December 31, 2016 (in thousands):

 

		Assets at Fair Value as of December 31, 2016
		Level 1				Level 2				Level 3				Total
Investments
Cash and cash equivalents		$	99			$	58,060			$	-			$	58,159
Verizon common stock			7,499,041				-				-				7,499,041
Mutual funds
U.S. fixed income			1,210,836				-				-				1,210,836
U.S. equity			370,219				-				-				370,219
U.S. small cap			401,443				-				-				401,443
International equity			284,670				-				-				284,670
Global fixed income			308,544				-				-				308,544
Equity
International equity			2,211,706				-				-				2,211,706
U.S. equity			6,067,660				117				-				6,067,777
Fixed income
U.S. bonds			5,520				1,003,669				978				1,010,167
U.S. treasuries and agencies			580,777				291,431				-				872,208
Asset-backed securities			-				145,488				-				145,488
International bonds			573				670,940				270				671,783
Convertible securities			2,262				6,530				-				8,792
Total investments at fair value			18,943,350				2,176,235				1,248				21,120,833
Investments measured at NAV															7,524,910
Total investments		$	18,943,350			$	2,176,235			$	1,248			$	28,645,743

The following table states the change in fair value of the Master Trusts’ Level 3 assets for the year ended December 31, 2016 (in thousands):

 

		Fair Value January 1, 2016				Transfer Out				Transfer In				Acquisitions				Dispositions				Realized Gain/(Loss)				Change in Unrealized Gain				Fair Value December 31, 2016
Fixed income
U.S. bonds		$	752			$	-			$	-			$	826			$	(653	)		$	(68	)		$	121			$	978
International bonds			-				-				-				265				-				5				-				270
Total investments		$	752			$	-			$	-			$	1,091			$	(653	)		$	(63	)		$	121			$	1,248

Assets are monitored to assess the appropriate levels assigned within the fair value hierarchy. Changes in economic conditions, such as bankruptcy, default or delisting, may require the transfer of an asset from one fair value level to another. When such a transfer occurs, it is recognized as of the end of the reporting period.

The total net appreciation of $2.2 billion for the year ended December 31, 2016 includes gains and losses on investments bought and sold, as well as held during the year for all the Master Trusts’ investments. Interest and dividends, along with the net appreciation/(depreciation) in fair value or contract value of investments, are allocated to the Plan on a daily basis based upon the Plan’s participation in the various investment funds and portfolios that comprise the Master Trusts as a percentage of the total participation

 

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in such funds and portfolios. Interest and dividend income for the Master Trusts was $627.0 million for the year ended December 31, 2016.

The Bell Atlantic Master Trust’s defined contribution net investments are held in unitized commingled defined benefit and defined contribution investment accounts measured at NAV per share as a practical expedient. The defined contribution net investments held in the Bell Atlantic Master Trust were $139.8 million and $101.9 million at December 31, 2016 and 2015, respectively, and are reflected in “Investments measured at NAV” on the fair value hierarchy tables. The net appreciation for the Bell Atlantic Master Trust’s net investments was $8.3 million for the year ended December 31, 2016, which is included in the total net appreciation.

The following table represents the Master Trusts’ net investments by investment type measured at fair value on a recurring basis by the fair value measurement levels described in Note 2 as of December 31, 2015 (in thousands):

 

		Assets at Fair Value as of December 31, 2015
		Level 1				Level 2				Level 3				Total
Investments
Cash and cash equivalents		$	815			$	275,663			$	-			$	276,478
Verizon common stock			6,677,923				-				-				6,677,923
Mutual funds
U.S. fixed income			1,213,764				-				-				1,213,764
U.S. equity			469,519				-				-				469,519
U.S. small cap			338,019				-				-				338,019
International equity			384,959				-				-				384,959
Global fixed income			223,888				-				-				223,888
Commodities			46,867				-				-				46,867
Alternative investments			10,919				-				-				10,919
Equity
International equity			2,127,937				-				-				2,127,937
U.S. equity			4,417,611				110				-				4,417,721
Fixed income
U.S. bonds			29,417				288,297				752				318,466
U.S. treasuries and agencies			341,792				242,733				-				584,525
Asset-backed securities			-				32,030				-				32,030
International bonds			-				781,178				-				781,178
Convertible securities			768				2,976				-				3,744
Total investments at fair value			16,284,198				1,622,987				752				17,907,937
Investments measured at NAV															7,900,012
Total investments		$	16,284,198			$	1,622,987			$	752			$	25,807,949

 

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The following table states the change in fair value of the Master Trusts’ Level 3 assets for the year ended December 31, 2015 (in thousands):

 

		Fair Value January 1, 2015				Transfer Out				Transfer In				Acquisitions				Dispositions				Realized Loss				Change in Unrealized Gain				Fair Value December 31, 2015
Fixed income
U.S. bonds		$	7,830			$	(4	)		$	-			$	152			$	(6,847	)		$	(1,423	)		$	1,044			$	752
Total investments		$	7,830			$	(4	)		$	-			$	152			$	(6,847	)		$	(1,423	)		$	1,044			$	752

Assets are monitored to assess the appropriate levels assigned within the fair value hierarchy. Changes in economic conditions, such as bankruptcy, default or delisting, may require the transfer of an asset from one fair value level to another. When such a transfer occurs, it is recognized as of the end of the reporting period. Transfers out of international bonds to U.S. bonds reflect a change in classification.

Fully Benefit-Responsive Investment Contracts

The underlying investments of the FBRICs are included in the Master Trust’s assets at contract value, which as reported by the insurance companies and banks, was approximately $0.7 billion and $1.8 billion as of December 31, 2016 and 2015, respectively. The FBRICs contract value decreased due to the closing of one of the fixed income investment options, which contained FBRICs.

The Plan holds a portfolio of synthetic investment contracts that meet the criteria of a FBRIC. The contract value of these investment contracts was approximately $0.4 billion at both December 31, 2016 and 2015, which is reflected in the Statements of Net Assets Available for Benefits. The contract value is the relevant measurement of the FBRICs because it represents the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value of the investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.

The synthetic investment contracts held by the Plan include wrapper contracts that provide a guarantee that the credit rate will not fall below zero percent. The wrap contracts are held with insurance companies and banks. In a typical wrap contract, the wrap issuer agrees to pay the fund the difference between the contract value and the fair value of the covered assets once the fair value has been totally exhausted. Though relatively unlikely, this could happen if the fund experiences significant redemptions during a time when the fair value of the fund’s covered assets is below their contract value and fair value is ultimately reduced to zero. Standard & Poor’s (“S&P”) rated the issuers of these contracts and the contracts underlying the securities from AA- to A+ as of December 31, 2016 and 2015.

Certain events limit the ability of the Plan to transact at contract value with the issuer. These events include the following: (1) substantive modification of the Plan, including complete or partial plan termination or merger with another plan; (2) any change in law, regulation, or administrative ruling that could have a material adverse effect on the fund’s cash flow; (3) the Plan’s failure to qualify under section 401(k) of the Code; (4) bankruptcy of the Plan sponsor or other Plan sponsor events which cause a significant withdrawal from the Plan; and (5) defaults in the debt securities that comprise the covered assets in excess of certain limits. The Plan administrator does not believe the occurrence of any such event is probable at this time.

 

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In addition, certain events allow the issuer to terminate the contracts with the Plan and settle at an amount different from contract value. Those events may be different under each contract. Such events may include the following: (1) an uncured violation of the Plan’s investment guidelines; (2) a breach of material obligation under the contract; (3) a material misrepresentation; and (4) a material amendment to the agreements without the consent of the issuer.

8.  Derivatives

 

In the normal course of operations, the Master Trust’s assets and liabilities 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 contract or 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 such as market volatility risk, foreign currency exchange rate risk, interest rate risk or credit risk associated with the Master Trust’s investment assets or to express investment managers’ views of future market movements efficiently.

At December 31, 2016 and 2015, the Master Trust utilized futures, options, foreign currency forwards, interest rate and credit derivatives to manage risks such as price risk, foreign currency exchange rate risk, interest rate sensitivity and credit risk.

Futures Contracts

Upon entering into a futures contract on behalf of the Master Trust, the investment manager is required to pledge to the broker an amount of cash or securities equal to the minimum “initial margin” requirements of the exchange on which the contract is traded. Pursuant to the contract, the investment manager agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded on a daily basis by the trustee as a realized gain or loss equal to the difference in the value of the contract between daily closing prices.

Option Contracts

Purchased and written option contracts are agreements between two parties giving the owner, under a purchased option, the right, but not the obligation, to buy or sell a specified item at a fixed price (“exercise” or “strike”) during a specified period and, under a written option, the obligation to buy or sell a specified item at a fixed price. When the investment manager buys or writes an option contract, a nonrefundable fee (the “premium”) is paid or received by the Master Trust, recorded as an asset or liability and subsequently adjusted to the current market value of the option purchased or written. The premiums paid or received from buying or writing options together with the option settlement amounts are recorded as realized gains or losses when the options expire. The difference between the premium and the amount paid or received on effecting a closing purchase or sale transaction is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is recorded as a realized gain or loss if sold or an adjustment to cost of the underlying investment if acquired upon exercise.

 

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Foreign Currency Forward Contracts

Foreign currency forward contracts are agreements to exchange foreign currencies at a specified future date and rate, the terms of which are not standardized on an exchange. Risk arises both from the possible inability of the counterparties to meet the terms of the contracts (credit risk) and from the movements in foreign currency exchange rates (market risk). The contracts are recorded at fair value on the date the contract is entered into, which is typically zero.

Interest Rate Derivatives

An interest rate swap is a bilateral contract between a buyer and a seller under which the buyer and seller agree to exchange payments based on interest rate movements, typically fixed versus floating rates on an agreed upon notional amount. Counterparty risk, or the risk associated with the party one enters into a contract with, is an important consideration for all forms of contractual agreement that are settled over-the-counter.

Credit Derivatives

A credit default swap is a particular type of swap designed to transfer the credit exposure of fixed income products between two parties. In a credit default swap, the buyer of the swap makes payments to the swap’s seller up until the maturity date of a contract. In return, the seller agrees that, in the event that the debt (“reference name”) issuer defaults or experiences another credit event, the seller will pay the buyer the security’s principal as well as all interest payments that would have been paid between that time and the security’s maturity date.

These triggering events may include the market standard of failure to pay on indebtedness, bankruptcy of the reference credit, debt restructuring, or the acceleration of indebtedness. The seller of such protection may not be required to make payments until a specified amount of losses has occurred with respect to the portfolio and/or may only be required to pay for losses up to a specified amount.

Credit derivatives are used primarily to help mitigate credit risk in the Master Trust’s corporate bonds portfolio or to address investment managers’ views on the likelihood of future credit events. Through these contracts, the Master Trust either purchases or writes protection on either a single name or a portfolio of reference credits. The credit derivatives written by the Master Trust include credit default swaps (“CDS”).

A CDS is a contract in which, for a fee, a protection seller agrees to reimburse a protection buyer for any losses that occur due to a credit event on a reference name. If there is no credit default event or settlement trigger, as defined by the specific derivative contract, then the protection seller makes no payments to the protection buyer and receives only the contractually specified fee. However, if a credit event occurs as defined in the specific derivative contract sold, the protection seller will be required to make a payment to the protection buyer.

 

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The notional amounts and fair values of the derivative instruments as of December 31, 2016 and 2015 are presented below. The fair values presented in the tables are included in the Statements of Net Assets Available for Benefits under “Investments at fair value” (in thousands):

 

				December 31, 2016								December 31, 2015
				Notional Amount				Fair Value				Notional Amount				Fair Value
Equity
Futures contracts		Long (short-term)		$	13,241			$	242			$	30,734			$	(248	)
Futures contracts		Short (short-term)			(5,612	)			35				(10,392	)			(160	)
Equity Total				$	7,629			$	277			$	20,342			$	(408	)
Fixed Income
Futures contracts		Short (long-term)		$	(102,273	)		$	552			$	(790,072	)		$	815
Futures contracts		Long (short-term)			453,199				263				201,971				(1,033	)
Futures contracts		Short (short-term)			(202,281	)			(127	)			(235,329	)			414
Fixed income options		Short (short-term)			(15,800	)			(69	)			-				-
Interest rate swaps					72,418				7,577				130,979				785
CDS		Long			-				-				3,600				(16	)
CDS		Short			31,012				994				104,624				240
Fixed Income Total				$	236,275			$	9,190			$	(584,227	)		$	1,205
Commodities
Futures contracts		Short (short-term)		$	-			$	-			$	33,417			$	(1,394	)
Commodities Total				$	-			$	-			$	33,417			$	(1,394	)
Foreign Exchange
Forwards contracts		Cross		$	2,617			$	11			$	34,215			$	(406	)
Forwards contracts		Long			718,762				24,581				523,140				1,730
Forwards contracts		Short			503,503				(13,950	)			714,129				2,415
Foreign exchange options		Short (short-term)			(13,929	)			(11	)			(6,900	)			-
Foreign Exchange Total				$	1,210,953			$	10,631			$	1,264,584			$	3,739

 

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9.  Reconciliation of Financial Statements to Form 5500

 

The following table reconciles the Net assets available for benefits per the Statements of Net Assets Available for Benefits to the Plan’s Form 5500 Asset and Liability Statement at December 31, 2016 and 2015 (in thousands):

 

		2016				2015
Net assets available for benefits per the financial statements		$	5,044,722			$	4,676,483
Adjustment for deemed no post default payments			(10,482	)			(10,074	)
Net assets available for benefits per Form 5500		$	5,034,240			$	4,666,409

The following table reconciles the Net change and net transfers per the Statement of Changes in Net Assets Available for Benefits to Net income and transfers of assets per the Plan’s Form 5500 Income and Expense Statement for the year ended December 31, 2016 (in thousands):

 

		2016
Net change and net transfers per the financial statements		$	368,239
Adjustment for deemed no post default payments			(408	)
Net income and transfers of assets per Form 5500		$	367,831

 

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VERIZON SAVINGS AND SECURITY PLAN FOR NEW YORK AND NEW ENGLAND ASSOCIATES

EIN: 23-2259884

Plan # 011

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

As of December 31, 2016

(in thousands of dollars)

 

 

		Description of Investment,
Identity of Issue,		Including Maturity Date, Rate of
Borrower, Lessor, or Similar		Interest, Collateral, Par, or
Party		Maturity Value		Current Value
Notes receivable from participants*		0-15 years maturity at 3.25% - 10.50%		$	198,659

* 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 AND SECURITY PLAN FOR NEW YORK AND NEW ENGLAND ASSOCIATES

By:       /s/ Marc C. Reed                    

                Marc C. Reed

               (Chairperson, Verizon Employee Benefits Committee)

Date:   June 22, 2017

 

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Exhibit Index

23.1    Consent of Independent Registered Public Accounting Firm

 

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