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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950109-02-001438.txt : 20020415
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ACCESSION NUMBER: 0000950109-02-001438
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 9
CONFORMED PERIOD OF REPORT: 20011231
FILED AS OF DATE: 20020320
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC
CENTRAL INDEX KEY: 0000732712
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 232259884
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08606
FILM NUMBER: 02580249
BUSINESS ADDRESS:
STREET 1: 1095 AVE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2123952121
MAIL ADDRESS:
STREET 1: 1717 ARCH ST 47TH FL
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
FORMER COMPANY:
FORMER CONFORMED NAME: BELL ATLANTIC CORP
DATE OF NAME CHANGE: 19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
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<FILENAME>d10k.txt
<DESCRIPTION>VERIZON COMMUNICATIONS FORM 10-K
<TEXT>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8606
Verizon Communications Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2259884
(State of incorporation) (I.R.S. Employer
Identification No.)
1095 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:(212) 395-2121
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Common Stock, $.10 par value ........... New York, Philadelphia, Boston,
Chicago and Pacific Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
---
At January 31, 2002, the aggregate market value of the registrant's voting stock
held by nonaffiliates was approximately $125,388,000,000.
At January 31, 2002, 2,717,198,915 shares of the registrant's Common Stock were
outstanding, after deducting 34,451,569 shares held in treasury.
Documents incorporated by reference:
Portions of the registrant's Annual Report to Shareowners for the year ended
December 31, 2001 (Parts I and II).
Portions of the registrant's Proxy Statement prepared in connection with the
2002 Annual Meeting of Shareowners (Part III).
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- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item No. Page
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PART I
<S> <C> <C>
1. Business.................................................................................... 1
2. Properties.................................................................................. 15
3. Legal Proceedings........................................................................... 16
4. Submission of Matters to a Vote of Security Holders......................................... 16
Executive Officers of the Registrant.................................................................. 16
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters................... 17
6. Selected Financial Data..................................................................... 17
7. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 17
7A. Quantitative and Qualitative Disclosures About Market Risk.................................. 17
8. Financial Statements and Supplementary Data................................................. 17
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........ 17
PART III
10. Directors and Executive Officers of the Registrant.......................................... 17
11. Executive Compensation...................................................................... 17
12. Security Ownership of Certain Beneficial Owners and Management.............................. 18
13. Certain Relationships and Related Transactions.............................................. 18
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................. 18
</TABLE>
Unless otherwise indicated, all information is as of March 13, 2002
<PAGE>
PART I
Item 1. Business
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General
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Verizon Communications Inc. is one of the world's leading providers of
communications services. We are a Fortune 10 company with more than $67 billion
in annual revenues reported in 2001 and approximately 247,000 employees. Our
subsidiaries are the largest providers of wireline and wireless communications
in the United States, with 132.1 million access line equivalents and 29.4
million wireless customers. Our global presence extends to more than 40
countries in the Americas, Europe, Asia and the Pacific.
Verizon was formerly known as Bell Atlantic Corporation, which was incorporated
in 1983 under the laws of the State of Delaware. We began doing business as
Verizon Communications on June 30, 2000, when Bell Atlantic Corporation merged
with GTE Corporation in a transaction accounted for as a pooling-of-interests
business combination. Bell Atlantic completed a merger with NYNEX Corporation on
August 14, 1997.
Our principal executive offices are located at 1095 Avenue of the Americas, New
York, New York 10036 (telephone number 212-395-2121).
We have four reportable segments, which we operate and manage as strategic
business units and organize by products and services. Our segments and their
principal activities consist of the following:
Domestic Telecom Domestic wireline communications services, principally
representing our telephone operations that provide local
telephone services in 32 states and the District of
Columbia. These services include voice and data transport,
enhanced and custom calling features, network access,
directory assistance, private lines and public telephones.
This segment also provides long distance services, customer
premises equipment distribution, data solutions and systems
integration, billing and collections, Internet access
services, research and development and inventory management
services.
Domestic Wireless Domestic wireless products and services include wireless
voice and data services, paging services and equipment
sales.
International International wireline and wireless communications
operations, investments and management contracts in the
Americas, Europe, Asia and the Pacific.
Information Domestic and international publishing businesses, including
Services print and electronic directories and Internet-based shopping
guides, as well as website creation and other electronic
commerce services. This segment has operations principally
in North America, Europe and Latin America.
You can find segment financial information under the heading "Segment Results of
Operations" on pages 11 through 17 and in Note 21 on pages 58 through 60 of the
2001 Verizon Annual Report to Shareowners, which is incorporated herein by
reference.
- --------------------------------------------------------------------------------
Domestic Telecom
- --------------------------------------------------------------------------------
OPERATIONS
Our Domestic Telecom segment, principally representing our wireline telephone
operations, provided approximately 64% of 2001 total operating revenues. Our
telephone operations presently serve a territory consisting of 132.1 million
access line equivalents in 32 states and the District of Columbia. This segment
also provides long distance and other telecommunication services. Domestic
Telecom provides mainly two types of telecommunications services:
. Exchange telecommunications service is the transmission of
telecommunications among customers located within a local calling area
within a local access and transport area (LATA). Examples of exchange
telecommunications services include switched local residential and business
services, local private line voice and data services and Centrex services.
We also provide toll services within a LATA (intraLATA long distance) and
toll services outside a LATA (interLATA long distance).
. Exchange access service links a customer's premises and the transmission
facilities of other telecommunications carriers, generally interLATA
carriers. Examples of exchange access services include switched access and
special access services.
We have organized our Domestic Telecom segment into five marketing units
operating across our telephone subsidiaries. The units focus on specific
markets. We are not dependent on any single customer. Our telephone operations
remain responsible within their respective service areas for the provision of
telephone services, financial performance and regulatory matters.
The Enterprise unit markets communications and information technology and
services to large businesses and to departments, agencies and offices of the
executive, judicial and legislative branches of the federal, state and local
governments. These services include voice switching/processing services (e.g.,
dedicated private lines, custom Centrex, call management and voice messaging),
end-user networking (e.g., credit and debit card transactions and personal
computer-based conferencing, including data and video), internetworking
(establishing links between the geographically disparate networks of two or more
companies or within the same company), network optimization (disaster avoidance,
911 service and intelligent vehicle highway systems) and other communications
services such as distance learning, telemedicine, videoconferencing and
interactive multimedia applications. The Enterprise unit also includes our Data
Solutions Group which provides data
1
<PAGE>
transmission and network integration services (integrating multiple
geographically disparate networks into one system) and our Strategic Markets
unit which operates as a provider of network monitoring services and
telecommunications equipment sales to medium and large businesses. Revenues in
2001 were approximately $7.4 billion, representing approximately 17% of Domestic
Telecom's aggregate revenues.
The Retail unit markets communications and information services to residential
customers and to small and medium-sized businesses within our territory,
including our long distance services. Some of our long distance subsidiaries
operate as a reseller of national and international long distance services and
provide service in all 50 states to residential and business customers,
including long distance services, calling cards, 800/888 services and operator
services to its customers. Under the Telecommunications Act of 1996 (1996 Act),
our ability to offer in-region long distance services in the states where the
former Bell Atlantic telephone subsidiaries operate as local exchange carriers
is largely dependent on satisfying prescribed requirements. See
"Telecommunications Act of 1996" below. This unit also provides operator and pay
telephone services. The Retail unit includes Verizon Avenue, a subsidiary that
markets to customers located in multi-tenant buildings and Teleproducts, a
subsidiary that markets customer premises equipment to the end-user. Revenues in
2001 were approximately $23.5 billion, representing approximately 54% of
Domestic Telecom's aggregate revenues. These revenues were derived primarily
from the provision of telephone services to residential users.
The Network unit markets (i) switched and special access to the telephone
operations' local exchange networks and (ii) billing and collection services,
including recording, rating, bill processing and bill rendering. Revenues in
2001 were approximately $10.7 billion, representing approximately 25% of
Domestic Telecom's aggregate revenues. Approximately 39% of total Network
service revenues were derived from interexchange carriers. Most of the remaining
revenues came from business customers and government agencies with their own
special access network connections, wireless companies and other local exchange
carriers which resell network connections to their own customers. This unit also
includes various technical planning groups that provide strategic technology and
network planning, new service creation and emerging business management.
The Advanced Services unit markets our ADSL (Asymmetrical digital subscriber
line) and Internet access services. Our Global Networks unit is building a next
generation long distance network using ATM (asynchronous transfer mode)
technology. Revenues in 2001 were approximately $633 million, representing
approximately 2% of Domestic Telecom's aggregate revenues. These revenues were
derived primarily from the provision of data services.
The National Operations unit markets our Communications and Construction
services that supply installation and repair labor and manages our Supply unit
that is responsible for the procurement and management of inventory and supplies
for our telephone operations, as well as other subsidiaries. Our Supply unit
also sells material and logistic services to third parties. Revenues in 2001
(after eliminations and combined with all other Domestic Telecom revenues) were
approximately $877 million, representing approximately 2% of Domestic Telecom's
aggregate revenues.
TELECOMMUNICATIONS ACT OF 1996
We face increasing competition in all areas of our business. The 1996 Act,
regulatory and judicial actions and the development of new technologies,
products and services have created opportunities for alternative
telecommunication service providers, many of which are subject to fewer
regulatory constraints. We are unable to predict definitively the impact that
the ongoing changes in the telecommunications industry will ultimately have on
our business, results of operations, or financial condition. The financial
impact will depend on several factors, including the timing, extent and success
of competition in our markets, the timing and outcome of various regulatory
proceedings and any appeals, and the timing, extent and success of our pursuit
of new opportunities resulting from the 1996 Act and technological advances.
In-Region Long Distance
We offer long distance service nationwide, except in those states served by the
former Bell Atlantic telephone operations where we have not yet received
authority to offer long distance service under the 1996 Act. Under the 1996 Act,
our ability to offer in-region long distance services in the states where the
former Bell Atlantic telephone subsidiaries operate as local exchange carriers
is largely dependent on satisfying specified requirements. The requirements
include a 14-point "competitive checklist" of steps which we must take to help
competitors offer local services through resale, through purchase of unbundled
network elements, or by interconnecting their own networks to ours. We must also
demonstrate to the Federal Communications Commission (FCC) that our entry into
the in-region long distance market would be in the public interest.
We now have authority to offer in-region long distance service in five states in
the former Bell Atlantic territory, accounting for more than half of the lines
served by the former Bell Atlantic. In addition to its New York order released
in December 1999, the FCC released orders on April 16, 2001, July 23, 2001,
September 19, 2001 and February 22, 2002, approving our applications for
permission to enter the in-region long distance market in Massachusetts,
Connecticut, Pennsylvania and Rhode Island, respectively. Both the Massachusetts
and Pennsylvania orders are currently on appeal to the U.S. Court of Appeals.
We have filed applications with the FCC to offer long distance service in New
Jersey and Vermont. We expect the FCC to rule on those applications by March 20,
2002 and April 17, 2002, respectively. We have also filed state applications for
support of anticipated applications with the FCC for permission to enter the
in-region long distance market in New Hampshire, Delaware and Maine. Third-party
testing of our operations support systems is in its final stages in Virginia,
West Virginia, Maryland and the District of Columbia.
2
<PAGE>
FCC REGULATION AND INTERSTATE RATES
Our telephone operations are subject to the jurisdiction of the FCC with respect
to interstate services and related matters. In 2001, the FCC continued to
implement reforms to the interstate access charge system and to implement the
"universal service" and other requirements of the 1996 Act.
Access Charges and Universal Service
On May 31, 2000, the FCC adopted a plan advanced by members of the industry (the
Coalition for Affordable Local and Long Distance Services, or CALLS) as a
comprehensive five-year plan for regulation of interstate access charges. The
CALLS plan has three main components. First, it establishes a portable
interstate access universal service support of $650 million for the industry.
This explicit support replaces implicit support embedded in interstate access
charges. Second, the plan simplifies the patchwork of common line charges into
one subscriber line charge (SLC) and provides for de-averaging of the SLC by
zones and class of customers in a manner that will not undermine comparable and
affordable universal service. Third, the plan sets into place a mechanism to
transition to a set target of $.0055 per minute for switched access services.
Once that target rate is reached, local exchange carriers are no longer required
to make further annual price cap reductions to their switched access prices. The
annual reductions leading to the target rate, as well as annual reductions for
the subset of special access services that remain subject to price cap
regulation was set at 6.5% per year.
On September 10, 2001, the U.S. Court of Appeals for the Fifth Circuit ruled on
an appeal of the FCC order adopting the plan. The court upheld the FCC on
several challenges to the order, but remanded two aspects of the decision back
to the FCC on the grounds that they lacked sufficient justification. The court
remanded back to the FCC for further consideration its decision setting the
annual reduction factor at 6.5% and the size of the new universal service fund
at $650 million. The entire plan (including these elements) will continue in
effect pending the FCC's further consideration of its justification of these
components.
As a result of tariff adjustments which became effective in July 2001,
approximately 80% of our access lines reached the $0.0055 benchmark.
The FCC has adopted rules for special access services that provide for pricing
flexibility and ultimately the removal of services from price regulation when
prescribed competitive thresholds are met. In order to use these rules, carriers
must forego the ability to take advantage of provisions in the current rules
that provide relief in the event earnings fall below prescribed thresholds. In
2001, we were authorized to remove special access and dedicated transport
services from price caps in 35 of the 57 Metropolitan Statistical Areas (MSAs)
in the former Bell Atlantic territory and in three additional MSAs in the former
GTE territory. In addition, the FCC found that in 10 MSAs we have met the
stricter standards to remove special access connections to end-user customers
from price caps. We have an application pending that, if granted, would remove
special access services from price cap regulation in 16 additional MSAs.
In November 1999, the FCC adopted a new mechanism for providing universal
service support to high cost areas served by large local telephone companies.
This funding mechanism provides additional support for local telephone services
in several states served by our telephone operations. This system has been
supplemented by the new FCC access charge plan described above. On July 31,
2001, the U.S. Court of Appeals for the Tenth Circuit reversed and remanded to
the FCC for further proceedings. The court concluded that the FCC had failed to
adequately explain some aspects of its decision and had failed to address any
need for a state universal service mechanism. The current universal service
mechanism remains in place pending the outcome of any FCC review as a result of
these appeals.
Unbundling of Network Elements (UNEs)
In November 1999, the FCC announced its decision setting forth new unbundling
requirements, eliminating elements that it had previously required to be
unbundled, limiting the obligation to provide others and adding new elements.
Appeals from this decision are pending.
In addition to the unbundling requirements released in November 1999, the FCC
released an order in a separate proceeding in December 1999, requiring incumbent
local exchange companies also to unbundle and provide to competitors the higher
frequency portion of their local loop. This provides competitors with the
ability to provision data services on top of incumbent carriers' voice services.
Appeals from this order are also pending.
In July 2000, the U.S. Court of Appeals for the Eighth Circuit found that some
aspects of the FCC's requirements for pricing UNEs were inconsistent with the
1996 Act. In particular, it found that the FCC was wrong to require incumbent
carriers to base these prices not on their real costs but on the imaginary costs
of the most efficient equipment and the most efficient network configuration.
This portion of the court's decision has been stayed pending review by the U.S.
Supreme Court. In addition, the court upheld the FCC's decision that UNEs should
be priced based on a forward-looking cost model rather than historical costs.
The U.S. Supreme Court currently has this case under review.
In December 2001, the FCC opened its triennial review of UNEs. This rulemaking
reopens the question of what network elements must be made available on an
unbundled basis under the 1996 Act and will revisit the unbundling decisions
described above. In this rulemaking, the FCC also will address other pending
issues relating to unbundled elements, including the question of whether
competing carriers may substitute combinations of unbundled loops and transport
for already competitive special access services.
Compensation for Internet Traffic
On April 27, 2001, the FCC released an order addressing intercarrier
compensation for dial-up connections for Internet-bound traffic. The FCC found
that Internet-bound traffic is interstate and subject to the FCC's jurisdiction.
Moreover, the FCC again found that Internet-bound traffic is not subject to
reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the
FCC established federal rates for this traffic that decline from $0.0015 to
$0.0007 over a three-year period. The FCC order also sets caps on the total
minutes of this traffic that may be subject to any intercarrier compensation and
requires that incumbent local exchange carriers must offer to pay reciprocal
compensation for
3
<PAGE>
local traffic at the same rate as they are required to pay on Internet-bound
traffic. Several competing carriers and state regulators appealed this order to
the U.S. Court of Appeals for the D.C. Circuit. The court denied a motion to
stay the FCC order, and the order went into effect. The appeal remains pending.
STATE REGULATION OF RATES AND SERVICES
State public utility commissions regulate our telephone operations with respect
to intrastate rates and services and other matters. In many jurisdictions the
telephone operations have been able to replace rate of return regulation with
price regulation plans.
Verizon California Inc.
Arizona
Verizon California's operations in Arizona are subject to rate of return
regulation.
California
Verizon California's operations in California have operated under the New
Regulatory Framework (NRF) since 1990. The NRF allows for a gradual transition
to less regulation on a service-by-service basis. The NRF is reviewed every
three years and currently has the following features:
. Earnings Ceiling: The ceiling is suspended.
. Price Cap Index: By setting inflation equal to productivity, the California
Public Utilities Commission (CPUC) has suspended the price cap index.
Limited exogenous changes are allowed. Generally, exogenous changes are
changes unique to or specifically targeted to a company that are beyond its
control (in this case, changes are permitted only for matters mandated by
the CPUC or changes in total intrastate cost recovery resulting from
changes between federal and state jurisdictions).
. Price Flexibility: Services fall into three categories.
Category I services cannot be changed without CPUC approval.
Category II services are partially competitive and can be adjusted within a
ceiling/floor range. The current price (effectively the ceiling) cannot be
increased without a formal application.
Category III services are considered competitive and can be increased or
decreased on short notice.
. New Services: New services can be classified as Category II or III. If
introduced as Category III, Verizon California must demonstrate
insignificant market power.
The CPUC will review NRF features during 2002.
Nevada
Verizon California's operations in Nevada are subject to rate of return
regulation.
Verizon Delaware Inc.
Since 1994, Verizon Delaware has been regulated under the alternative regulation
provisions of the Delaware Telecommunications Technology Investment Act of 1993
(Delaware Telecommunications Act). The Delaware Telecommunications Act provides
the following:
. The prices of "Basic Telephone Services" (e.g., dial tone and local usage)
will remain regulated and cannot change in any one year by more than the
Gross Domestic Product - Price Index (GDP-PI) less 3%.
. The prices of "Discretionary Services" (e.g., Identa Ring(SM) and Call
Waiting) cannot increase more than 15% per year per service.
. The prices of "Competitive Services" (e.g., voice messaging and message
toll service) are not subject to tariff or regulation.
. Verizon Delaware will develop a technology deployment plan with a
commitment to invest a minimum of $250 million in Delaware's
telecommunications network during the first five years of the plan.
In April 2001, the Delaware Public Service Commission approved Verizon
Delaware's request for an extension of the current incentive regulation plan
until one year after Verizon Delaware obtains authority to enter the long
distance market, or March 2004, whichever occurs first. In exchange for the
extension, Verizon Delaware agreed to cap basic rates until December 31, 2002.
Verizon Florida Inc.
Florida statutes govern the price cap plan. Beginning January 1, 2001, Verizon
Florida was able to raise basic local rates on 30 days notice once in any
12-month period not to exceed the GDP-PI less 1%. Verizon Florida may increase
rates for non-basic services but increases for any category cannot exceed 6% in
any 12-month period unless another company is providing service in a given
exchange, at which time Verizon Florida can increase its price up to 20% in a
12-month period. Earnings are not regulated.
Verizon Hawaii Inc.
Verizon Hawaii's telephone operations are subject to rate of return regulation.
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<PAGE>
Verizon Maryland Inc.
In 1996, the Public Service Commission of Maryland approved a price cap plan for
regulating the intrastate services provided by Verizon Maryland. Under the plan,
services are divided into six categories: Access; Basic-Residential;
Basic-Business; Discretionary; Competitive; and Miscellaneous. Rates for Access,
Basic-Residential, Basic-Business and Discretionary Services can be increased or
decreased annually under a formula that is based upon changes in the GDP-PI
minus a productivity offset based upon changes in the rate of inflation as
reflected in the Consumer Price Index (CPI). Rates for Competitive Services may
be increased without regulatory limits. Regulation of profits is eliminated. A
review of the current price cap plan is scheduled for 2002.
Verizon New England Inc.
Maine
In June 2001, the Maine Public Utilities Commission ordered the continuation of
an Alternative Form of Regulation (AFOR) for Verizon Maine for a second
five-year term. Key aspects of the new plan:
. Eliminates annual filings to adjust rates of core services;
. Eliminates the 4.5% productivity factor applied in the initial AFOR term;
. Provides total pricing flexibility for all services except local service,
operator services and directory assistance;
. Allows an increase in local service rates that offsets (in whole or in
part) a legislatively required access charge reduction;
. Rejects proposals to institute over 9,000 retail service quality measures
and instead continues the current service quality plan with some
modifications; and
. Requires monitoring of Verizon's toll rate/revenue reductions to insure
that toll users benefit from the access reductions, either in reduced toll
rates from Verizon, or in toll savings from alternative carriers. At the
end of a two-year monitoring period that began December 31, 2000, Verizon
Maine's toll rates/revenues must be $19.8 million lower, or additional cuts
in toll rates will be required. Thereafter, toll rates are unrestricted.
Massachusetts
In 1995, the Massachusetts Department of Telecommunications and Energy (MDTE)
approved a price regulation plan for Verizon New England, with no restriction on
earnings. Some residence exchange rates are capped. Pricing rules limit Verizon
New England's ability to increase prices for most services, including a ceiling
on the weighted average price of all tariffed services based on a formula of
inflation minus a productivity factor plus or minus limited exogenous changes.
In addition, Verizon New England's service quality performance levels in any
given month could result in an increase in the productivity offset by
one-twelfth of one percent for purposes of the annual price cap filing.
The current plan expired in August 2001. Verizon New England has filed a
proposed new plan, which is being reviewed by the MDTE. It is anticipated that a
new plan will be adopted during the third quarter of 2002.
New Hampshire
Verizon New England's operations in New Hampshire are currently subject to rate
of return regulation.
Rhode Island
In 1996, the Rhode Island Public Utilities Commission (RIPUC) approved an
incentive regulation plan for Verizon New England. The plan had no earnings cap
or sharing mechanism and no set term or expiration, although it was subject to
annual review by the RIPUC. Other features of the plan included service quality
requirements, including a financial penalty, and no increase in residence or
business basic exchange rates through 1999. In August 2000, the RIPUC approved a
new incentive regulation plan for Verizon New England, with no restriction on
earnings. This plan essentially continued the plan adopted in 1996 with
adjustments to service quality standards, increases in lifeline credits, funding
for data network access for schools and libraries and a residential rate freeze
for the duration of the plan, which expired December 31, 2001. The RIPUC has
directed Verizon New England to file a new plan by May 1, 2002.
Vermont
In 2000, the Vermont Public Service Board approved a five-year incentive
regulation plan that will provide Verizon New England with increased flexibility
to introduce and price new products and services. The plan also removes most
restrictions on Verizon New England's earnings from Vermont operations during
the life of the plan and contains no productivity adjustment. The plan limits
Verizon New England's ability to raise prices on existing products and services,
and requires revenue reductions of $16.5 million at the outset of the plan, $6.5
million during the first year of the plan and approximately $6.0 million over
the subsequent years of the plan. The plan also requires some service quality
improvements subject to financial penalty.
Verizon New Jersey Inc.
The 1992 New Jersey Telecommunications Act classifies telecommunications
services as "competitive" or "protected." "Protected telephone services" include
basic residence and business local service, touch-tone, access services and the
ordering, installation and restoration of these services. Verizon New Jersey
provides "protected telephone services" and other services, including vertical
services (Rate-Regulated Services), under a Plan for Alternative Form of
Regulation, which is now scheduled to expire on March 31, 2002.
There is no cap on earnings for Rate-Regulated Services. Under the terms of the
plan, Verizon New Jersey shares equally with ratepayers earnings above a 13.7%
return on equity for Rate-Regulated Services.
5
<PAGE>
Verizon New Jersey filed a new proposed Plan for Alternative Form of Regulation
which proposes to leave basic rates unchanged, eliminate earnings sharing and
treat multi-line business services as "competitive." The New Jersey Board of
Public Utilities (NJBPU) has stated its intention to adopt a new plan by June
30, 2002.
On December 17, 2001, the NJBPU released an order in which it prescribed new
rates, terms and conditions under which Verizon New Jersey is required to make
its network available to competitive local exchange carriers (CLECs). Many of
these rates constitute substantial reductions to Verizon New Jersey's prior UNE
rates. Verizon New Jersey is currently considering whether to seek judicial
review of these rates.
Verizon New York Inc.
The New York State Public Service Commission (NYSPSC) has adopted a new
incentive plan to regulate the services of Verizon New York, effective March 1,
2002. The plan provides pricing flexibility, adopts new service quality
standards and does not restrict Verizon New York's earnings. The plan will
expire in 2004, except that the service quality provisions of the plan will
expire in 2005.
The new plan:
. Permits Verizon New York to increase its retail rates by 3% of its
intrastate revenues per year in each of the two years of the plan, but
limits any increase on residence service first lines to $1.85 in 2002 and
$.65 in 2003, and freezes rates and lowers service connection charges for
low income consumers;
. Establishes state-wide service quality standards, with the potential for
customer credits and restrictions on Verizon New York's pricing flexibility
if it fails to meet those standards;
. Establishes that the rates provided in the NYSPSC's January 2002 order on
pricing of UNEs will remain in effect for the duration of the plan; and
. Requires Verizon New York to transition to generally accepted accounting
principles accounting for preparing financial statements for regulatory
purposes, over a three-year period.
On January 28, 2002, the NYSPSC issued an order mandating substantial reductions
in the rates that Verizon New York may charge its local exchange competitors for
access to UNEs.
Verizon New York's operations in Connecticut have been subject to rate of return
regulation. In February 2001, the Department of Public Utility Control adopted
an incentive regulation plan proposed by Verizon New York, which eliminates
regulation of earnings and provides other deregulatory benefits.
Verizon North Inc.
Illinois
Verizon North's telephone operations in Illinois are subject to rate of return
regulation. Optional toll plans, Integrated Services Digital Network (ISDN),
frame relay, payphones, CentraNet(R), and other data services are considered
deregulated and have total pricing flexibility.
Indiana
Verizon North's telephone operations in Indiana are subject to rate of return
regulation.
Michigan
Since the Michigan Telecommunications Act was passed in 1991, a form of
regulation that focuses on services, prices and costs has replaced rate of
return regulation. Earnings are not regulated. All rates for regulated services
must meet a cost floor. Verizon North may increase local rates annually up to 1%
less than the Consumer Price Index. Any rate increases above that amount must be
approved by the Michigan Public Service Commission (MPSC) as "just and
reasonable." The MPSC may only approve rate increases based upon one or more of
the following 5 factors: total service long-run incremental cost (LRIC);
comparison to other provider rates; whether a new function, feature or
capability is offered; increase in costs to provide local service; and whether
further investment is economically justified. The MPSC has no jurisdiction over
numerous unregulated services. Other services have substantial pricing
flexibility.
On July 17, 2000, several amendments to the Michigan Telecommunications Act,
among other things, reduced Verizon North's local rates by approximately $26
million and prohibited any rate increases for three years. On September 4, 2000,
the U.S. District Court for the Eastern District of Michigan issued an order
that temporarily stopped the rate freeze from going into effect pending further
proceedings, but refused to issue an order to stop the rate reduction from going
into effect. On September 28, 2000, the U.S. Court of Appeals for the Sixth
Circuit issued an order to temporarily stop the rate reduction from going into
effect, pending further proceedings. The matter is pending.
Ohio
Verizon North's telephone operations in Ohio are subject to rate of return
regulation.
Pennsylvania
On July 26, 2001, the Pennsylvania Public Utility Commission (PPUC) rejected, in
part, and accepted, in part, a proposed price cap plan filed by Verizon North.
The PPUC accepted, with some modification, that part of the plan that provided
for the deregulation of the pricing of
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competitive services; elimination of earnings sharing; adoption of a
productivity factor based on inflation; a provision to adjust rates for
exogenous events; and a price cap of rates of protected services. The PPUC
rejected that part of Verizon North's plan that provided for improvement of
Verizon North's network infrastructure. On November 26, 2001, Verizon North
filed a revised infrastructure plan with the PPUC. We anticipate that the PPUC
will conclude review of this plan by the second quarter of 2002.
Wisconsin
Verizon North entered a price cap plan in 1995. The plan does not regulate
earnings and price cap index increases can be accumulated and deferred up to
three years. The maximum increase for any non-basic rate element is 10% or the
increase in the GDP-PI, whichever is greater. Basic local service is limited to
GDP-PI less 2%. Intrastate access service mirrors interstate rates. There are no
restrictions on other services as long as they cover LRICs. Rate changes are
effective on one day notice after customer notice and new services take effect
after ten days. The statute requires that no earlier than six years, and no more
frequently than every three years thereafter, the Public Service Commission of
Wisconsin may by rule increase or decrease the GDP-PI productivity factor in any
twelve month period to reflect any statewide changes in the productivity
experience of the telecommunications industry. The productivity factor is under
review.
Verizon Northwest Inc.
California
Verizon Northwest's California operations are subject to rate of return
regulation.
Idaho
Verizon Northwest's Idaho operations are subject to rate of return regulation.
Oregon
Verizon Northwest's Oregon operations are subject to rate of return regulation.
Pricing flexibility is permitted in competitive zones and Verizon Northwest
currently has Digital Channel Service, ISDN, PBX trunks (telephone switching
equipment on customer premises), DID trunks (trunks from the customer premises
switches to the central office) and single line business service offerings in
these zones. Billing and collection and CentraNet(R) are in a competitive class
and are flexibly priced.
Washington
Verizon Northwest's Washington operations are subject to rate of return
regulation. IntraLATA toll and billing and collection are flexibly priced.
Verizon Pennsylvania Inc.
The PPUC regulates Verizon Pennsylvania under an Alternative Regulation Plan
approved in 1994. The plan provides for a pure price cap plan with no sharing of
earnings with customers and replaces rate base, rate of return regulation.
Competitive services, including toll, directory advertising, billing services,
Centrex service, paging, speed calling, repeat calling, and HiCap (high capacity
private line) and business services provided to larger customers are price
deregulated. All noncompetitive services are price regulated.
The plan:
. permits annual price increases up to, but not exceeding, the GDP-PI minus
2.93%;
. requires annual price decreases when the GDP-PI falls below 2.93%;
. caps prices for protected services, including residential and business
basic exchange services, special access and switched access, through 1999;
and
. permits revenue-neutral rate restructuring for noncompetitive services.
The PPUC's order approving the Bell Atlantic-GTE merger extended the cap on
residential and business basic exchange services through 2003.
The plan requires Verizon Pennsylvania to provide a Lifeline Service for
residential customers. The plan also requires deployment of a universal
broadband network, which must be completed in phases: 20% by 1998, 50% by 2004,
and 100% by 2015. Deployment must be reasonably balanced among urban, suburban
and rural areas.
On March 22, 2001, the PPUC proposed that Verizon Pennsylvania adopt a
functional separation between its retail and wholesale businesses, and abide by
a code of conduct in its operations between the retail and wholesale businesses.
Verizon Pennsylvania accepted this proposal and agreed to such a functional
separation in its Pennsylvania operations. The PPUC has not yet adopted a final
code of conduct to govern the functional separation.
Verizon South Inc.
Alabama
Verizon South's price cap plan started in January 1996. The plan does not have
an expiration date but is reviewed every five years. There are three service
categories: basic, non-basic and interconnection. Basic services are capped for
five years from the September 1995 order date. At the end of the cap, prices can
be increased by GDP-PI less a 1% productivity factor less any service penalties
(up to .75% maximum penalty). Non-basic services can be increased beginning
January 1997 and prices can be increased a maximum of 10% in the aggregate for a
given year. Individual prices can be changed more than 10% as long as the
aggregate change is 10% or less. Verizon South's intrastate access
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charges are capped at a composite rate of $0.064 per minute. Tariff filings for
incumbent local exchange carriers are presumptively valid. Earnings are not
regulated.
Kentucky
Verizon South's operations in Kentucky are currently under rate of return
regulation.
North Carolina
Verizon South's operations in North Carolina have been under a price cap plan
since 1996 that is subject to review in 2002. Earnings are not regulated and
local rates can be increased by GDP-PI less 2%. Rate increases are effective on
fourteen days notice. Verizon South has complete flexibility to increase rates
for billing and collection, Centrex, and enhanced digital switch service.
South Carolina
Verizon South's South Carolina price cap plan started during 2000. Under the
statute, existing rates are deemed just and reasonable on the date of
notification. Residential and single-line business local service rates are
capped for two years from the date of election. After two years, these rates may
be adjusted annually pursuant to an inflation-based index. Rates for other
services are flexibly priced. Price decreases are effective in seven days. Price
increases and new services prices are effective in fourteen days.
Virginia
On December 21, 2000, the Virginia State Corporation Commission (VSCC) approved
a price cap plan for Verizon South that is substantially similar to Verizon
Virginia's plan described below.
The new plan was effective January 1, 2001 and has no expiration date.
Verizon Southwest
The Texas Public Utilities Commission regulates Verizon Southwest under a price
cap plan with no cap on earnings pursuant to the Public Utility Regulatory Act
(PURA). The plan places services into four categories:
. Basic services - These include basic local residential charges such as
service connection, mandatory expanded calling plans and residential call
waiting. Price increases prior to September 1, 2005 are only allowed to
adjust for changes in FCC separations that affect net income by at least
10% and for rate group reclassifications due to access line growth. After
September 1, 2005, price increases require approval. Full packaging (an
integrated offering of some or all of our products and services) is
allowed.
. Non-basic services - This category only includes switched access, which is
price-capped until September 1, 2005. Decreases can be made to the LRIC.
The statute contains no expiration provision.
. Price-capped non-basic services - These services include basic local
business charges such as service connection and BRI-ISDN (Basic Rate
Interface - Integrated Services Digital Network). These services are
price-capped until September 1, 2005. Decreases can be made to the LRIC.
Full packaging is allowed.
. Non-basic services without caps - This category represents all other
regulated services, including intraLATA toll, custom calling features
(except residential call waiting), special access, operator services, PBX
and ISDN services. These services have unlimited upward pricing
flexibility. Decreases can be made to the LRIC (with imputation) or the
prices in effect on September 1, 1999, whichever is less. Full packaging is
allowed.
Verizon Virginia Inc.
Effective in 1995, the VSCC approved an alternative regulatory plan that
regulates Verizon Virginia's noncompetitive services on a price cap basis and
does not regulate Verizon Virginia's competitive services. The plan does not
regulate profits. In June 2001, the VSCC modified the plan and extended the
moratorium on rate increases for basic local telephone service until 2004. The
plan has no expiration date.
Verizon Washington, DC Inc.
On February 28, 2002, the District of Columbia Public Service Commission (DCPSC)
approved a new price cap plan for local retail services provided by Verizon
Washington, DC. Key provisions of the 2002 plan include:
. a two year term;
. no earnings restrictions, service penalties or revenue sharing;
. four service categories: basic residential, basic business, discretionary
and competitive;
. a cap on residential dial tone line rates for the term of the plan and a
reduction in residential service connection charges;
. annual pricing flexibility for all other basic residential services, with
the increase in total revenues from these services limited to the annual
inflation rate (as measured by the change in GDP-PI) and increases for any
individual service in the category limited to 10%;
. classification of all business services as competitive with complete
pricing flexibility except for basic business dial tone lines, PBX trunks,
local directory service and message units, which are subject to a 10%
annual limit on any rate increase;
. pricing flexibility on discretionary services, with a 15% annual limit on
any rate increase;
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. flexibility to bundle or package existing services; and
. assistance by Verizon Washington, DC to the District of Columbia government
to set up "211" dialing for District of Columbia social services agencies,
as well as additional social services infrastructure investments and
one-time customer discounts.
Verizon West Virginia Inc.
On October 3, 2001, the West Virginia Public Service Commission (WVPSC) approved
Verizon West Virginia's new Incentive Regulation Plan (IRP). The new IRP
continues, until December 31, 2005, the flexible price regulation of competitive
services, caps on basic rates, infrastructure commitments and unlimited earnings
freedom that have been in place since 1988. In addition, long distance, wide
area telephone service and national directory assistance will be
rate-deregulated, and Verizon West Virginia may petition for the rate
deregulation of any other service, except basic residential service, as early as
January 1, 2002.
The new IRP also resolves the pending request by interexchange carriers, the
WVPSC staff and the WVPSC Consumer Advocate Division (CAD) for immediate annual
access charge decreases. Verizon West Virginia will phase-in an annual rate
decrease of $19.2 million by July 2004. Cumulative rate reductions will be $91.7
million over the five-year life of the IRP, and total annual reductions by the
end of the IRP will be $26 million. With the approval of the IRP, the CAD's
petition for an immediate $81.6 million annual rate reduction has been
dismissed.
Other Telephone Operations
Our Missouri statutory price cap plan started in February 1999. Under the plan,
we can rebalance rates in the first four years of the plan by increasing local
rates by $1.50 and reducing switched access by an equivalent amount. Toll rates
must be reduced by 10% in the first year. Non-basic service rates may increase
by 8% annually. Earnings are not regulated.
COMPETITION
Current and potential competitors in telecommunication services include long
distance companies, other local telephone companies, cable companies, wireless
service providers, foreign telecommunications providers, electric utilities,
Internet service providers and other companies that offer network services. Many
of these companies have a strong market presence, brand recognition and existing
customer relationships, all of which contribute to intensifying competition and
may affect our future revenue growth.
Local Exchange Services
The ability to offer local exchange services has historically been subject to
regulation by state regulatory commissions. Applications from competitors to
provide and resell local exchange services have been approved in every
jurisdiction in our service territory. The 1996 Act has significantly increased
the level of competition in our local exchange markets.
One of the purposes of the 1996 Act was to ensure, and accelerate, the emergence
of competition in local exchange markets. Toward this end, the 1996 Act requires
most existing local exchange carriers (incumbent local exchange carriers, or
ILECs), including our telephone operations, to permit potential competitors
(CLECs) to:
. purchase service from the ILEC for resale to CLEC customers;
. purchase UNEs from the ILEC; and/or
. interconnect the CLEC's network with the ILEC's network.
As a result, competition in our local exchange markets continues to increase.
Our telephone operations are generally required to sell their services to CLECs
at discounts of approximately 38% from the prices our telephone operations
charge their retail customers. Our state regulators in New York and New Jersey
have recently mandated reductions in the rates we charge local exchange
competitors for access to UNEs. A number of other state regulators are
initiating similar proceedings. See "State Regulation of Rates and Services."
Long Distance Services
We offer intraLATA and interLATA long distance services. IntraLATA toll calls
originate and terminate within the same LATA, but generally cover a greater
distance than a local call. State regulatory commissions rather than federal
authorities generally regulate these services. Federal regulators have
jurisdiction over interstate toll services. All of our state regulatory
commissions (except in the District of Columbia, where intraLATA toll service is
not provided) permit other carriers to offer intraLATA toll services within the
state. InterLATA toll calls terminate outside the LATA of origination. We offer
interLATA long distance services nationwide, except in those states served by
the former Bell Atlantic telephone operations where we have not yet received
authority to offer long distance service under the 1996 Act. A number of our
major competitors in the long distance business have strong brand recognition
and existing customer relationships.
Alternative Access Services
A substantial portion of our telephone operations' revenues from business and
government customers is derived from a relatively small number of large,
multiple-line subscribers.
We face competition from alternative communications systems, constructed by
large end-users, interexchange carriers and alternative access vendors, which
are capable of originating and/or terminating calls without the use of our
plant. The FCC's orders requiring us to offer collocated interconnection for
special and switched access services have enhanced the ability of such
alternative access providers to compete with us.
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Other potential sources of competition include cable television systems, shared
tenant services and other noncarrier systems which are capable of bypassing our
telephone operations' local plant, either partially or completely, through
substitution of special access for switched access or through concentration of
telecommunications traffic on fewer of our telephone operations' lines.
Wireless Services
Wireless services also constitute a significant source of competition to our
wireline telecommunications services, especially as wireless carriers (including
Verizon Wireless) expand and improve their network coverage and continue to
lower their prices to end-users. As a result, more end users are substituting
wireless services for basic wireline service. Wireless telephone services can
also be used for data transmission.
Public Telephone Services
The growth of wireless communications has significantly decreased usage of
public telephones, as more customers are substituting wireless services for
public telephone services. In addition, we face competition from other providers
of public telephone services.
Operator Services
Our operator services product line faces competition from alternative operator
services providers and Internet service providers.
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Domestic Wireless
- --------------------------------------------------------------------------------
OPERATIONS
Our Domestic Wireless segment provides wireless voice and data services, paging
services and equipment sales in the United States, principally through Verizon
Wireless.
Verizon Wireless is the leading wireless communications provider in the United
States in terms of the number of subscribers, network coverage, revenues and
operating cash flow. Verizon Wireless has the largest customer base of any U.S.
wireless provider, with 29.4 million wireless subscribers as of December 31,
2001, and provides wireless voice and data services across the United States.
Approximately 248 million people reside in areas of the United States in which
we have FCC licenses to offer our services and 221 million people reside in
areas covered by our service. We provide digital coverage in areas where
approximately 205 million people reside, including in almost every major U.S.
city.
Wireless licenses are granted by the FCC for an initial 10-year term and are
renewable for successive 10-year terms. To date, all Verizon Wireless and
predecessor company (see following formation discussion) wireless licenses have
been successfully renewed.
In September 1999, Bell Atlantic and Vodafone Group plc agreed to combine their
U.S. wireless telecommunication businesses and form Verizon Wireless. In April
2000, Vodafone contributed U.S. wireless operations (AirTouch) and its interest
in PrimeCo Communications to Verizon Wireless in exchange for a 65.1% economic
interest in Verizon Wireless. Bell Atlantic contributed its U.S. wireless
operations and its interest in PrimeCo to Verizon Wireless. In July 2000, after
the merger of Bell Atlantic and GTE, Verizon contributed GTE's U.S. wireless
operations to Verizon Wireless, increasing Verizon's economic interest in
Verizon Wireless from 34.9% to 55%.
Verizon Wireless brought together the operations of four well-recognized U.S.
wireless carriers: Bell Atlantic Mobile, GTE Wireless, AirTouch and PrimeCo,
resulting in the formation of the most extensive wireless network in the United
States.
Bell Atlantic Mobile
Bell Atlantic Mobile, based in Bedminster, New Jersey, had 8.0 million customers
as of March 31, 2000. It operated in 18 states and the District of Columbia and
12 of the top 50 U.S. markets, including Baltimore, Boston, New York City,
Philadelphia and Washington, D.C.
GTE Wireless
GTE Wireless had more than 7.0 million U.S. wireless customers in June 2000. It
operated in 19 states and 18 of the top 50 United States markets, including
Chicago, Cleveland, Houston, San Francisco and St. Louis. GTE Wireless was based
in Atlanta, Georgia and a subsidiary of GTE Corporation.
AirTouch
AirTouch, based in San Francisco, California and owned by Vodafone, served
nearly 10 million wireless customers and 3.5 million paging customers in the
United States as of March 31, 2000. It operated broadband wireless networks in
22 states and 18 of the top 50 U.S. markets, including Atlanta, Detroit, Los
Angeles, Phoenix, San Diego and Seattle.
PrimeCo
PrimeCo was formed in October 1994 as a limited partnership to provide advanced
wireless digital communications services over an all-digital wireless network.
As of March 31, 2000, PrimeCo had more than 1.5 million subscribers. Immediately
prior to its contribution to the partnership, PrimeCo was a partnership between
Bell Atlantic and Vodafone. Based in Westlake, Texas, PrimeCo operated in nine
states and 13 of the top 50 United States markets, including Dallas, Miami, San
Antonio and Tampa.
The preceding customer numbers include overlapping markets that have been
subsequently sold.
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Price Communications
In December 2001, Verizon Wireless and Price Communications Corporation agreed
to combine the business operations of Price Communications Wireless, Inc. and a
portion of Verizon Wireless, in a transaction valued at $1.7 billion, including
$550 million in net debt that will be assumed or redeemed. Under the terms of
the transaction, which replaces an agreement announced by the companies in
November 2000, Price Communications Wireless and Verizon Wireless will form a
limited partnership consisting of substantially all of the assets of Price
Communications' wireless operations and some of Verizon Wireless's assets.
Verizon Wireless will control and manage the partnership. Price Communications'
partnership interest will be exchangeable into Verizon Wireless or Verizon
stock, subject to several conditions. The transaction, which remains subject to
the approval of Price Communications' shareholders and other customary closing
conditions, will significantly expand the company's footprint in the
Southeastern U.S. and add approximately 560,000 customers.
Dobson's Wireless Operations
In November and December 2001, we announced that Verizon Wireless signed
definitive agreements to acquire several of Dobson Communications Corporation's
(Dobson) wireless operations in California, Georgia, Ohio, Tennessee and
Arizona. The transactions closed in February 2002. The acquired Dobson
properties serve a population of approximately 1.2 million.
COMPETITION
There is substantial competition in the wireless telecommunications industry. We
expect competition to intensify as a result of the consolidation of the
industry, the entry of new competitors, the development of new technologies,
products and services, the auction of additional spectrum and regulatory
changes. Other wireless providers serve each of the markets in which we compete.
We currently provide service to 49 of the top 50 markets in the U.S., and these
49 markets have an average of five other competing wireless providers.
Competition also may increase to the extent that smaller, stand-alone wireless
providers transfer licenses to larger, better capitalized and more experienced
wireless providers.
We compete against five other national wireless service providers: AT&T
Wireless, Cingular Wireless, Nextel Communications, Inc., Sprint PCS and
VoiceStream. In addition, we compete against several regional wireless companies
in markets where we provide service. Additional competitors are seeking to enter
the market using new types of spectrum. The wireless communications industry has
been experiencing consolidation, and we expect that this trend will continue.
This consolidation trend may enhance the ability of wireless service providers
with substantial financial, technical, marketing and other resources to compete
with our offerings.
We believe that the following are the most important competitive factors in our
industry:
Brand Recognition: We introduced the Verizon Wireless brand name in April 2000
- -----------------
and believe that we have developed strong brand recognition.
Network Coverage: In recent years, competition in our industry has led to lower
- ----------------
prices and to the popularity of pricing plans that do not charge for roaming. As
a result, the ability to offer national coverage through a company's own network
is important, including the ability to ensure uniform performance and the
availability of features throughout the country, as many features are not fully
available through roaming partners.
Digital Service and Technology: Digital service offers benefits to the customer
- ------------------------------
and also permits a network to have greater capacity.
Customer Service: Quality customer service and care is essential to ensure
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that existing customers do not terminate service and to obtain new customers.
Capital Resources: In order to expand and build-out networks and introduce
- -----------------
next generation services, wireless providers require significant capital
resources.
As a result of competition, we may encounter further market pressures to reduce
our service prices, restructure our service packages to offer more value, or
respond to particular short-term, market-specific situations, for example,
special introductory pricing or packages that may be offered by new providers
launching their service in a particular market. We also expect to increase our
advertising and promotional spending to respond to competition.
Our ability to compete successfully will depend in part on our marketing efforts
and on our ability to anticipate and respond to various competitive factors
affecting the industry, including the factors described above, new services and
technologies, changes in consumer preferences, demographic trends, economic
conditions and pricing strategies by competitors.
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International
- --------------------------------------------------------------------------------
Our International segment includes international wireline and wireless
communications operations, investments and management contracts in the Americas,
Europe, Asia and the Pacific, extending to approximately 40 countries. Our
consolidated international investments as of December 31, 2001 included Grupo
Iusacell S.A. de C.V. (Mexico), Codetel, C. por A. (Dominican Republic), CTI
Holdings, S.A. (Argentina), Micronesian Telecommunications Corporation (Northern
Mariana Islands) and Verizon Global Solutions Inc. As of December 31, 2001, our
International segment managed approximately 10 million access lines and provided
wireless services to approximately 39 million customers.
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AMERICAS
Argentina
We own a 65.3% interest in CTI Holdings, S.A., (CTI) whose subsidiaries hold
three concessions that, together, offer wireless services throughout Argentina.
CTI also owns a long distance provider that primarily serves its wireless
affiliates. At December 31, 2001, the consolidated CTI group served
approximately 1.1 million wireless subscribers.
The National Telecommunications Commission of Argentina awarded wireless
licenses to CTI-Interior in 1994. The Buenos Aires wireless licenses were
awarded to CTI PCS Holdings, S.A. in 1999.
Canada
We own a 23.7% interest in TELUS Corporation, which is the full-service
telecommunications provider in British Columbia, Alberta and parts of Quebec.
TELUS also provides wireless, data, voice and Internet protocol services
elsewhere in Central and Eastern Canada. TELUS served approximately 4.8 million
access lines and provided wireless services to approximately 2.5 million
subscribers as of December 31, 2001.
On October 20, 2000, TELUS acquired Clearnet Communications, a leading Canadian
wireless company, creating Canada's largest wireless company in terms of annual
revenue.
Dominican Republic
We own 100% of Codetel, C. por A., the principal telecommunications provider in
the Dominican Republic. CODETEL provides local, wireless, national and
international long distance and Internet access services throughout the
Dominican Republic. At December 31, 2001, CODETEL served approximately 763,000
access lines and approximately 550,000 wireless customers.
Mexico
We own a 39.4% interest in, and control the management of, Grupo Iusacell, S.A.
de C.V. (Iusacell), a telecommunications company which provides wireless long
distance and data services primarily in the central and southern regions of
Mexico. At December 31, 2001, Iusacell served approximately 1.9 million wireless
customers.
Puerto Rico
As of December 31, 2001, we owned a 40% interest in Telecomunicaciones de Puerto
Rico, Inc. (TELPRI), which owns Puerto Rico Telephone Company (PRTC), Puerto
Rico's principal wireline company, and Verizon Wireless Puerto Rico, Inc.
(VWPR), one of the island's wireless companies. At December 31, 2001, PRTC
served 1.3 million access lines and VWPR provided wireless services to
approximately 327,000 customers.
On January 25, 2002, Verizon exercised its option to purchase an additional 12%
of TELPRI common stock from the government of Puerto Rico. Verizon obtained the
option as part of the March 1999 TELPRI privatization. Accordingly, Verizon now
holds 52% of TELPRI stock and will begin consolidating TELPRI in 2002.
Venezuela
We own a 28.5% interest in Compania Anonima Nacional Telefonos de Venezuela
(CANTV), Venezuela's full-service telecommunications provider. CANTV offers
local, national and international long distance, Internet access and wireless
services in Venezuela as well as public telephony, private network, data
transmission, directory and other value-added services. At December 31, 2001,
CANTV served approximately 2.7 million access lines and 2.5 million wireless
customers.
Effective November 27, 2000, CANTV's exclusive concession to operate as a
full-service telecommunications provider offering local and domestic and
international long-distance service throughout Venezuela expired. CANTV is now
subject to direct competition for these services.
EUROPE AND ASIA
Czech Republic and Slovakia
We own a 24.5% interest in Eurotel Praha, spol. s r.o. and a 24.5% interest in
EuroTel Bratislava, a.s. Eurotel Praha provides voice, data and wireless
Internet access over analog and digital Global System for Mobile Communications
(GSM) networks to the Czech Republic and EuroTel Bratislava provides voice and
data over analog and digital GSM networks to Slovakia.
Gibraltar
Gibraltar NYNEX Communications Limited is the sole provider of wireline and
wireless services to the country of Gibraltar. We currently own a 50% interest
in the company. Our sole partner in the company is the Government of Gibraltar.
Italy
We own a 23.1% interest in Omnitel Pronto Italia, S.p.A. (Omnitel), an Italian
digital cellular telecommunications company. Omnitel served over 17 million
subscribers at December 31, 2001.
Indonesia
P.T. Excelcomindo Pratama (Excelcomindo) is a nationwide provider of GSM
services in which we own a 23.1% interest. We also own a 36.7% interest of P.T.
Citra Sari Makmur, a provider of data, voice and video communications.
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Northern Mariana Islands
We are the sole shareholder of The Micronesian Telecommunications Corporation
(MTC), a provider of local services. At December 31, 2001, MTC served
approximately 25,000 access lines and 6,000 wireless customers on the islands of
Saipan, Tinian and Rota. In November 2001 an agreement was signed to sell MTC,
which is subject to regulatory approval.
New Zealand
Telecom Corporation of New Zealand Limited (TCNZ) is the principal provider of
telecommunications services in New Zealand, offering local, national and
international long distance, Internet access and wireless services. Our current
ownership level is 21.5%.
OTHER
Our International segment also includes several properties in which our
investment is 20% or less. These include: Japan - Tu-Ka companies, 2.7% - 5%;
Philippines - BayanTel, 19.4%; Taiwan - Taiwan Cellular Corporation, 13.0%;
Thailand - TelecomAsia, 12.5%; Greece - STET Hellas Telecommunications SA,
17.5%; United Kingdom - Cable & Wireless plc (C&W), 4.6% and NTL Incorporated,
8.9%. With the exception of C&W, which has worldwide operations, all of these
investments provide a variety of telecommunication and cable services to the
country or a specific region within the country in which they reside.
FLAG
FLAG Telecom Holdings Ltd. (FLAG) owns and operates undersea fiber optic cable
systems, providing digital communications links between Europe and Asia and
North America. On June 6, 2001, we exercised an option to exchange 15 million
shares in FLAG for shares in Tycom Ltd., which were subsequently exchanged for
Tyco International Ltd. shares. As a result of this transaction, our interest in
FLAG declined from 29.8% to 18.6%, and the investment is now accounted for on a
cost basis.
Global Solutions
In February 2001, Verizon launched an initiative designed to expand our presence
in the carrier and large business market. The new business unit, Global
Solutions, will offer a primarily facilities based network which connects
commercial centers around the world and provides an array of voice, data and
Internet services.
INTERNATIONAL REGULATORY AND COMPETITIVE TRENDS
For several years, the telecommunications industry has been experiencing dynamic
changes as national and international regulatory reforms embrace competition.
This opportunity provided by the global market liberalization has allowed us to
expand our international operations across the Americas, Europe, Asia and the
Pacific.
In the Americas, the degree of liberalization varies widely among countries. In
Argentina, CTI operates in a highly competitive marketplace. Argentina's
wireless telecommunications industry was previously subject to substantial
government regulation in a competitive environment. Deregulation of the industry
started in October 1999 and was completed in November 2000.
In Venezuela, CANTV's wireless operations have faced competition for several
years. In late 2000, the government opened the basic telephony market for local,
national and international long distance service to competition and issued new
guidelines governing interconnection and the use of wireless spectrum. CANTV,
however, continues to be Venezuela's principal telecommunications provider.
In the Dominican Republic, CODETEL faces both wireline and wireless competitors.
While the competition has slowed both access line and wireless subscriber
growth, CODETEL remains the principal provider of local, national and
international long distance, wireless and Internet services.
The Mexican wireless and long distance markets each have several significant
competitors. During 2001, Iusacell made progress towards its goal of achieving a
national wireless operating footprint with its fourth quarter acquisition of
Grupo Portatel, S.A. de C.V., a wireless service provider in southern Mexico,
and launch of wireless services in northeastern and northwestern Mexico. With
respect to regulatory matters, Mexico's legal system continues to be unable to
implement or enforce effective dominant carrier regulation against Telefonos de
Mexico, S.A. de C.V. (Telmex), the dominant local wireline and long distance
carrier, and Radiomovil Dipsa, S.A. de C.V. (Telcel), the dominant wireless
provider. For example, in November 2001, Telmex and Telcel chose not to
implement a new national numbering plan, placing Iusacell and other complying
carriers at a competitive disadvantage. To date, the Mexican Ministry of
Communications and Transport has chosen not to impose any sanctions against
either carrier.
In Puerto Rico, five other facilities-based providers operate in the wireless
market. All wireline services, including local, long distance, Internet access
and data, have also experienced new competition. Nevertheless, TELPRI continues
to be the principal provider of telecommunications services in Puerto Rico to
both the business and consumer markets. With respect to regulatory matters, the
Puerto Rico Telecommunications Regulatory Board recently issued an order
requiring substantial reductions in access rates for intra-island long distance
service.
In Asia, Taiwan Cellular Corporation continues to expand its wireless network
system. Taiwan Cellular currently has 6.6 million subscribers, the highest
number of subscribers of any wireless operator in the country.
13
<PAGE>
In Greece, the government approved a bill deregulating the country's
telecommunications market as of January 1, 2001, ending Hellenic
Telecommunications Organization SA's fixed line monopoly. In July 2001, STET
Hellas was awarded a license for third-generation mobile spectrum.
In the Czech Republic, Eurotel Praha was awarded a license for the
third-generation mobile spectrum in December 2001.
In Italy, Omnitel was awarded a license for third-generation mobile spectrum in
2000. Subsequently, in November 2001, the lives of the five third-generation
mobile licenses issued were extended from 15 years to 20 years providing the
operators additional time to recover their costs.
- --------------------------------------------------------------------------------
Information Services
- --------------------------------------------------------------------------------
Information Services is the world leader in print and online directory
publishing and a content provider for electronic communications products and
services. A leader in linking buyers and sellers, we produce Verizon
SuperPages(R) print yellow and white pages directories, as well as the
Internet's preeminent online directory, SuperPages.com(R). We pursue national
and international growth by offering customers comprehensive advertising
solutions that include bundled print and electronic commerce offerings.
Information Services provides sales, publishing and other related services for
nearly 2,300 directory titles in 48 states, the District of Columbia and 14
countries. Total circulation is approximately 106 million copies in the U.S. and
44 million copies internationally.
In 2001, we acquired the TELUS's advertising services business in Canada from
TELUS Corporation. This acquisition advances our growth strategy by expanding
our existing Canadian footprint with the creation of a new company, Dominion
Information Services, Inc.
Our directory publishing business competes within the yellow pages industry with
five major U.S.-based directory publishers (SBC Communications Inc., BellSouth
Corporation, Sprint Corporation, Yellow Book USA, and QwestDex), and encounters
competition in nearly all our domestic print markets. We also compete against
alternative advertising media, including radio, network and cable television,
newspapers, magazines, Internet, direct mail and others for a share of the total
U.S. advertising media market.
- --------------------------------------------------------------------------------
Recent Developments
- --------------------------------------------------------------------------------
VERIZON WIRELESS
FCC Auction
On January 29, 2001, the bidding phase of the FCC reauction of 1.9 GHz C and F
block broadband Personal Communications Services spectrum licenses, which began
December 12, 2000, officially ended. Verizon Wireless was the winning bidder for
113 licenses. The total price of these licenses was $8,781 million, $1,822
million of which has already been paid. Most of the licenses that were
reauctioned relate to spectrum that was previously licensed to NextWave Personal
Communications Inc. and NextWave Power Partners Inc. (collectively NextWave),
which have appealed to the federal courts the FCC's action canceling NextWave's
licenses and reclaiming the spectrum.
In a decision on June 22, 2001, the U.S. Court of Appeals for the D.C. Circuit
ruled that the FCC's cancellation and repossession of NextWave's licenses was
unlawful. The FCC sought a stay of the court's decision which was denied. The
FCC subsequently reinstated NextWave's licenses, but it has neither returned
Verizon Wireless's payment on the NextWave licenses nor has it acknowledged that
the court's decision extinguished Verizon Wireless's obligation to purchase the
licenses. On October 19, 2001 the FCC filed a petition with the U.S. Supreme
Court to reverse the U.S. Court of Appeals for the D.C. Circuit's decision. On
March 4, 2002, the U.S. Supreme Court granted the FCC's petition and agreed to
hear the appeal.
Timing of Initial Public Offering (IPO)
In November 2001, Verizon Wireless Inc. filed an amended registration statement
with the Securities and Exchange Commission (SEC) in connection with the
proposed IPO of its common stock. Since August 2000, when the Verizon Wireless
Inc. registration statement was initially filed with the SEC, we have
periodically reiterated that the IPO would occur when market conditions are
favorable.
SALE OF ACCESS LINES
In July 2001, we announced that we were exploring the sale of 1.2 million access
lines in Alabama, Kentucky and Missouri.
In October 2001, we agreed to sell all 675,000 of our switched access telephone
lines in Alabama and Missouri to CenturyTel Inc. for $2.2 billion. The sale must
be approved by the Missouri public service commission, the FCC and the
Department of Justice (DOJ). The Alabama public service commission approved the
sale in December 2001. We expect to close the sale and transfer our operations
to CenturyTel during the second half of 2002.
Also in October 2001, we agreed to sell approximately 600,000 access lines in
Kentucky to ALLTEL Corporation for $1.9 billion. The sale has been approved by
the Kentucky public service commission, and remains subject to approval by the
FCC and the DOJ. We expect to close the sale and transfer our operations to
ALLTEL during the second half of 2002.
14
<PAGE>
- --------------------------------------------------------------------------------
Employees
- --------------------------------------------------------------------------------
As of December 31, 2001, Verizon and its subsidiaries had approximately 247,000
employees. Unions represent approximately 52% of our employees.
- --------------------------------------------------------------------------------
Cautionary Statement Concerning Forward-Looking Statements
- --------------------------------------------------------------------------------
In this Annual Report on Form 10-K we have made forward-looking statements.
These statements are based on our estimates and assumptions and are subject to
risks and uncertainties. Forward-looking statements include the information
concerning our possible or assumed future results of operations. Forward-looking
statements also include those preceded or followed by the words "anticipates,"
"believes," "estimates," "hopes" or similar expressions. For those statements,
we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
The following important factors, along with those discussed elsewhere in this
Annual Report, could affect future results and could cause those results to
differ materially from those expressed in the forward-looking statements:
. the duration and extent of the current economic downturn;
. materially adverse changes in economic conditions in the markets served by
us or by companies in which we have substantial investments;
. material changes in available technology;
. an adverse change in the ratings afforded our debt securities by nationally
accredited ratings organizations;
. the final outcome of federal, state and local regulatory initiatives and
proceedings, including arbitration proceedings, and judicial review of
those initiatives and proceedings, pertaining to, among other matters, the
terms of interconnection, access charges, and UNE and resale rates;
. the extent, timing, success, and overall effects of competition from others
in the local telephone and toll service markets;
. the timing and profitability of our entry and expansion in the national
long distance market;
. our ability to satisfy regulatory merger conditions and obtain combined
company revenue enhancements and cost savings;
. the profitability of our broadband operations;
. the ability of Verizon Wireless to achieve revenue enhancements and cost
savings, and obtain sufficient spectrum resources;
. the continuing financial needs of Genuity Inc., our ability to convert our
ownership interest in Genuity into a controlling interest consistent with
regulatory conditions, and Genuity's ensuing profitability;
. our ability to recover insurance proceeds relating to equipment losses and
other adverse financial impacts resulting from the terrorist attacks on
September 11, 2001; and
. changes in our accounting assumptions that regulatory agencies, including
the SEC, may require or that result from changes in the accounting rules or
their application, which could result in an impact on earnings.
Item 2. Properties
- --------------------------------------------------------------------------------
General
- --------------------------------------------------------------------------------
Our principal properties do not lend themselves to simple description by
character and location. Our total investment in plant, property and equipment
was approximately $170 billion at December 31, 2001 and $159 billion at December
31, 2000, including the effect of retirements, but before deducting accumulated
depreciation. Our gross investment in plant, property and equipment consisted of
the following at December 31:
2001 2000
- --------------------------------------------------------------------------------
Network equipment 77.9% 78.5%
Land, buildings and building equipment 8.3 8.2
Furniture and other equipment 9.2 8.0
Other 4.6 5.3
------------------------
100.0% 100.0%
========================
15
<PAGE>
Our properties are divided among our operating segments as follows:
2001 2000
- --------------------------------------------------------------------------------
Domestic Telecom 73.1% 83.0%
Domestic Wireless 21.5 13.4
International 3.9 2.4
Information Services 0.3 0.4
Corporate and Other 1.2 0.8
------------------------
100.0% 100.0%
========================
"Network equipment" consists primarily of aerial cable, underground cable,
conduit and wiring, wireless plant, telephone poles, switching equipment,
transmission equipment and related facilities. "Land, buildings and building
equipment" consists of land and land improvements and central office buildings.
"Furniture and other equipment" consists of public telephone instruments and
telephone equipment (including PBXs), furniture, office equipment, motor
vehicles and other work equipment. "Other" property consists primarily of plant
under construction, capital leases, capitalized computer software costs and
leasehold improvements. A portion of our property is subject to the liens of
their respective mortgages securing funded debt.
The customers of our telephone operations are served by electronic switching
systems that provide a wide variety of services. At December 31, 2001,
substantially all of the access lines were served by digital capability.
- --------------------------------------------------------------------------------
Capital Expenditures
- --------------------------------------------------------------------------------
We continue to make significant capital expenditures to meet the demand for
communications services and to further improve such services. Capital
expenditures for Domestic Telecom were approximately $11.5 billion in 2001,
$12.1 billion in 2000 and $10.1 billion in 1999. Capital expenditures for
Domestic Wireless were $5.0 billion in 2001, $4.3 billion in 2000 and $1.5
billion in 1999. Capital expenditures for International, Information Services
and Corporate and Other businesses were approximately $.9 billion in 2001, $1.2
billion in 2000 and $1.4 billion in 1999. Capital expenditures exclude additions
under capital leases. We expect capital expenditures in 2002 to be in the range
of $15 billion to $16 billion.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
- --------------------------------------------------------------------------------
Executive Officers of the Registrant
- --------------------------------------------------------------------------------
Set forth below is information with respect to our executive officers.
<TABLE>
<CAPTION>
Held
Name Age Office Since
- ---------------------------- --- ----------------------------------------------------------------------- -----
<S> <C> <C> <C>
Charles R. Lee 62 Chairman and Co-Chief Executive Officer * 2000
Ivan G. Seidenberg 55 President and Co-Chief Executive Officer * 2000
Lawrence T. Babbio, Jr. 57 Vice Chairman and President 2000
Mary Beth Bardin 47 Executive Vice President - Public Affairs and Communications 2000
William P. Barr 51 Executive Vice President and General Counsel 2000
David H. Benson 52 Executive Vice President - Strategy, Development and Planning 2000
William F. Heitmann 52 Senior Vice President and Treasurer 2000
Michael T. Masin 57 Vice Chairman and President 2000
Frederic V. Salerno 58 Vice Chairman and Chief Financial Officer 2000
Ezra D. Singer 47 Executive Vice President - Human Resources 2000
Dennis F. Strigl 55 Executive Vice President and President - Domestic Wireless 2000
Lawrence R. Whitman 50 Senior Vice President and Controller 2000
</TABLE>
* Effective April 1, 2002, Mr. Lee will be Chairman of the Board, and Mr.
Seidenberg will be President and Chief Executive Officer.
Prior to serving as an executive officer, each of the above officers have held
high level managerial positions with the company or one of its subsidiaries for
at least five years.
Officers are not elected for a fixed term of office but are removable at the
discretion of the Board of Directors.
16
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The principal market for trading in the common stock of Verizon Communications
is the New York Stock Exchange. The common stock is also listed in the United
States on the Boston, Chicago, Pacific and Philadelphia stock exchanges. As of
December 31, 2001, there were 1,197,000 shareowners of record.
High and low stock prices, as reported on the New York Stock Exchange composite
tape of transactions, and dividend data are as follows:
<TABLE>
<CAPTION>
Market Price
--------------------------- Cash Dividend
High Low Declared
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
2001: First Quarter $57.13 $43.80 $.385
Second Quarter 56.99 47.00 .385
Third Quarter 57.40 48.32 .385
Fourth Quarter 55.99 46.90 .385
2000: First Quarter $63.19 $47.38 $.385
Second Quarter 66.00 49.50 .385
Third Quarter 56.88 39.06 .385
Fourth Quarter 59.38 45.19 .385
</TABLE>
Item 6. Selected Financial Data
Information required by this item is included in the 2001 Verizon Annual Report
to Shareowners under the heading "Selected Financial Data" on page 10, which is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information required by this item is included in the 2001 Verizon Annual Report
to Shareowners under the heading "Management's Discussion and Analysis of
Results of Operations and Financial Condition" on pages 10 through 30, which is
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information required by this item is included in the 2001 Verizon Annual Report
to Shareowners under the heading "Market Risk" on pages 25 through 26, which is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
Information required by this item is included in the 2001 Verizon Annual Report
to Shareowners on pages 31 through 63, which is incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The information required by this item regarding a change in accountants is
included in a Current Report on Form 8-K dated September 7, 2000.
PART III
Item 10. Directors and Executive Officers of the Registrant
For information with respect to our executive officers, see "Executive Officers
of the Registrant" at the end of Part I of this Report. For information with
respect to the Directors and compliance with Section 16(a) of the Securities
Exchange Act of 1934, see the Proxy Statement for our 2002 Annual Meeting of
Shareholders filed pursuant to Regulation 14A, which is incorporated herein by
reference.
Item 11. Executive Compensation
For information with respect to executive compensation, see the Proxy Statement
for our 2002 Annual Meeting of Shareholders filed pursuant to Regulation 14A,
which is incorporated herein by reference.
17
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
For information with respect to the security ownership of the Directors and
Executive Officers, see the Proxy Statement for our 2002 Annual Meeting of
Shareholders filed pursuant to Regulation 14A, which is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
For information with respect to certain relationships and related transactions,
see the Proxy Statement for our 2002 Annual Meeting of Shareholders filed
pursuant to Regulation 14A, which is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
Page
------
(1) Report of Independent Auditors *
Financial Statements covered by Report of Independent
Auditors:
Consolidated Statements of Income *
Consolidated Balance Sheets *
Consolidated Statements of Cash Flows *
Consolidated Statements of Changes in Shareowners'
Investment *
Notes to Consolidated Financial Statements *
* Incorporated herein by reference to the appropriate portions of
the registrant's annual report to shareowners for the fiscal
year ended December 31, 2001. (See Part II.)
(2) Financial Statement Schedule
II - Valuation and Qualifying Accounts 21
(3) Exhibits
Exhibit
Number
- ------
3a Restated Certificate of Incorporation of Verizon Communications Inc.
(Verizon) (Exhibit 3a to Form 10-K for the year ended December 31, 2000).
3b Bylaws of Verizon, as amended and restated (Exhibit 3b to Form 10-K for the
year ended December 31, 2000).
4 No instrument which defines the rights of holders of long-term debt of
Verizon and its consolidated subsidiaries is filed herewith pursuant to
Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation,
Verizon hereby agrees to furnish a copy of any such instrument to the SEC
upon request.
10a Description of Verizon Deferred Compensation Plan for Non-Employee
Directors (Exhibit 10a to Form 10-K for the year ended December 31, 2000).*
10b Bell Atlantic Deferred Compensation Plan for Outside Directors, as amended
and restated (Exhibit 10a to Form 10-K for the year ended December 31,
1998).*
10c Deferred Compensation Plan for Non-Employee Members of the Board of
Directors of GTE, as amended (Exhibit 10-1 to GTE's Form 10-K for the year
ended December 31, 1997 and Exhibit 10.1 to GTE's Form 10-K for the year
ended December 31, 1998, File No. 1-2755).*
10d GTE's Directors' Deferred Stock Unit Plan (Exhibit 10-8 to GTE's Form 10-K
for the year ended December 31, 1997, File No. 1-2755).*
10e Description of Plan for Non-Employee Directors' Travel Accident Insurance
(Exhibit 10c to Form 10-K for the year ended December 31, 1999).*
10f Bell Atlantic Directors' Charitable Giving Program, as amended (Exhibit 10p
to Form SE dated March 29, 1990 and Exhibit 10p to Form SE dated March 29,
1993).*
10g GTE's Charitable Awards Program (Exhibit 10-10 to GTE's Form 10-K for the
year ended December 31, 1992, File No. 1-2755).*
18
<PAGE>
10h NYNEX Directors' Charitable Award Program (Exhibit 10i to Form 10-K for the
year ended December 31, 2000).*
10i Verizon Communications 2000 Broad-Based Incentive Plan (Exhibit 10h to Form
10-Q for the period ended September 30, 2000).*
10j Verizon Communications Inc. Long-Term Incentive Plan (Appendix B to
Verizon's 2001 Proxy Statement filed March 12, 2001).*
10k GTE's Long-Term Incentive Plan, as amended (Exhibit B to GTE's 1997 Proxy
Statement and Exhibit 10.5 to GTE's 1998 Form 10-K for the year ended
December 31, 1998, File No. 1-2755); Description of Amendments (Exhibit 10l
to Form 10-K for the year ended December 31, 2000).*
10l NYNEX 1990 Stock Option Plan, as amended (Exhibit No. 2 to NYNEX's Proxy
Statement dated March 20, 1995, File No. 1-8608); Description of Amendments
(Exhibit 10m to Form 10-K for the year ended December 31, 2000).*
10m NYNEX 1995 Stock Option Plan, as amended (Exhibit No. 1 to NYNEX's Proxy
Statement dated March 20, 1995, File No. 1-8608); Description of Amendments
(Exhibit 10n to Form 10-K for the year ended December 31, 2000).*
10n Verizon Communications Inc. Short-Term Incentive Plan (Appendix C to
Verizon's 2001 Proxy Statement filed March 12, 2001).*
10o Bell Atlantic Senior Management Income Deferral Plan (Exhibit 10i to Form
10-K for the year ended December 31, 1999).*
10p GTE's Supplemental Executive Retirement Plan, as amended (Exhibits 10-3,
10-3, 10-3 and 10-3 to GTE's Form 10-K for the years ended December 31,
1991, 1992, 1993 and 1994, respectively, File No. 1-2755).*
10q GTE's Executive Salary Deferral Plan, as amended (Exhibit 10.10 to GTE's
Form 10-K for the year ended December 31, 1998, File No. 1-2755).*
10r Bell Atlantic Senior Management Long-Term Disability and Survivor
Protection Plan, as amended (Exhibit 10h to Form SE filed on March 27, 1986
and Exhibit 10b(ii) to Form 10-K for the year ended December 31, 1997).*
10s Description of Bell Atlantic Senior Management Estate Management Plan
(Exhibit 10rr to Form 10-K for year ended December 31, 1997).*
10t GTE's Executive Retired Life Insurance Plan, as amended (Exhibits 10-6,
10-6 and 10-6 to GTE's Form 10-K for the years ended December 31, 1991,
1992 and 1993, respectively, File No. 1-2755).*
10u NYNEX Supplemental Life Insurance Plan (Exhibit No. 10 iii 21 to NYNEX's
Form 10-Q for the period ended June 30, 1996, File No. 1-8608).*
10v Employment Agreement between Verizon and Charles R. Lee (Exhibit 10x to
Form 10-K for the year ended December 31, 2000).*
10w Amended and Restated Employment Agreement between Verizon and Ivan G.
Seidenberg. (Exhibit 10 to Form 10-Q for the period ended June 30, 2000).*
10x Employment Agreement and stock option arrangements with respect to the
stock of Grupo Iusacell, S.A. de C.V., between Verizon and Lawrence T.
Babbio (Exhibit 10a to Form 10-Q for the period ended September 30, 2000,
Exhibit 10s to Form 10-K for the year ended December 31, 1993 and Exhibit
10q to Form 10-K for the year ended December 31, 1996).*
10y Employment Agreement between Verizon and Mary Beth Bardin (Exhibit 10b to
Form 10-Q for the period ended September 30, 2000).*
10z Employment Agreement between Verizon and William P. Barr (Exhibit 10c to
Form 10-Q for the period ended September 30, 2000).*
10aa Employment Agreement between Verizon and David H. Benson (Exhibit 10cc to
Form 10-K for the year ended December 31, 2000).*
10bb Agreements with William F. Heitmann (Exhibits 10ll and 10nn to Form 10-K
for the year ended December 31, 1998).*
10cc Employment Agreement between Verizon and Michael T. Masin (Exhibit 10d to
Form 10-Q for the period ended September 30, 2000).*
10dd Employment Agreement between Verizon and Frederic V. Salerno (Exhibit 10e
to Form 10-Q for the period ended September 30, 2000).*
19
<PAGE>
10ee Employment Agreement between Verizon and Ezra D. Singer (Exhibit 10gg to
Form 10-K for the year ended December 31, 2000).*
10ff Employment Agreement between Verizon Wireless and Dennis F. Strigl (Exhibit
10f to Form 10-Q for the period ended September 30, 2000).*
10gg Employment Agreement between Verizon and Lawrence R. Whitman (Exhibit 10g
to Form 10-Q for the period ended September 30, 2000).*
10hh U.S. Wireless Agreement, dated September 21, 1999, among Bell Atlantic and
Vodafone Airtouch plc, including the forms of Amended and Restated
Partnership Agreement and the Investment Agreement (Exhibit 10 to Form 10-Q
for the period ended September 30, 1999).
12 Computation of Ratio of Earnings to Fixed Charges filed herewith.
13 Portions of Verizon's Annual Report to Shareowners for the fiscal year
ended December 31, 2001. Only the information incorporated by reference
into this Form 10-K is included in the exhibit.
21 List of principal subsidiaries of Verizon filed herewith.
23a Consent of Ernst & Young LLP filed herewith.
23b Consent of PricewaterhouseCoopers LLP filed herewith.
23c Consent of Arthur Andersen LLP filed herewith.
99a Report of PricewaterhouseCoopers LLP filed herewith.
99b Report of Arthur Andersen LLP filed herewith.
* Indicates management contract or compensatory plan or arrangement.
- --------------------------------------------------------------------------------
(b) Current Reports on Form 8-K filed during the quarter ended December 31,
2001:
A Current Report on Form 8-K filed October 4, 2001, and amended by Form
8-K/A filed on October 5, 2001, containing a press release regarding the
company's guidance for third quarter financial results, as a result of the
September 11th terrorist attacks.
A Current Report on Form 8-K filed October 30, 2001, containing a press
release announcing our third quarter and year-to-date financial results and
an outlook for the remainder of 2001.
20
<PAGE>
Schedule II - Valuation and Qualifying Accounts
Verizon Communications Inc. and Subsidiaries
For the Years Ended December 31, 2001, 2000 and 1999 (dollars in millions)
<TABLE>
<CAPTION>
Additions
---------------------------------
Charged to
Balance at Other
Beginning of Charged To Accounts-- Deductions-- Balance at End
Description Period Expenses Note (a) Note (b) of Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Allowance for Uncollectible
Accounts Receivable:
Year 2001 $ 1,562 $ 1,952 $ 808 $ 2,169 $ 2,153
Year 2000 1,170 1,409 974 1,991 1,562
Year 1999 988 1,133 597 1,548 1,170
Valuation Allowance for
Deferred Tax Assets:
Year 2001 $ 441 $ 1,133 $ -- $ -- $ 1,574
Year 2000 326 115 -- -- 441
Year 1999 317 9 -- -- 326
Discontinued Businesses:
Year 2001 $ 286 $ (60) $ -- $ 7 $ 219
Year 2000 353 (52) -- 15 286
Year 1999 223 184 -- 54 353
Merger-Related Costs:
Year 2001 $ 783 $ -- $ -- $ 252 $ 531
Year 2000 473 1,056 -- 746 783
Year 1999 598 -- -- 125 473
</TABLE>
(a) Allowance for Uncollectible Accounts Receivable includes (1) amounts
previously written off which were credited directly to this account when
recovered, and (2) accruals charged to accounts payable for anticipated
uncollectible charges on purchases of accounts receivable from others which
were billed by us.
(b) Amounts written off as uncollectible or transferred to other accounts or
utilized.
21
<PAGE>
- --------------------------------------------------------------------------------
Signatures
- --------------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Verizon Communications Inc.
Date March 20, 2002 By /s/ Lawrence R. Whitman
-------------- ------------------------
Lawrence R. Whitman
Senior Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Principal Executive Officers:
/s/ Charles R. Lee Chairman and March 20, 2002
- ------------------------------ Co-Chief Executive Officer
Charles R. Lee
/s/ Ivan G. Seidenberg President and March 20, 2002
- ------------------------------ Co-Chief Executive Officer
Ivan G. Seidenberg
Principal Financial Officer:
/s/ Frederic V. Salerno Vice Chairman and March 20, 2002
- ------------------------------ Chief Financial Officer
Frederic V. Salerno
Principal Accounting Officer:
/s/ Lawrence R. Whitman Senior Vice President and March 20, 2002
- ------------------------------ Controller
Lawrence R. Whitman
22
<PAGE>
- --------------------------------------------------------------------------------
Signatures - Continued
- --------------------------------------------------------------------------------
/s/ James R. Barker Director March 20, 2002
- ------------------------------
James R. Barker
/s/ Edward H. Budd Director March 20, 2002
- ------------------------------
Edward H. Budd
/s/ Richard L. Carrion Director March 20, 2002
- ------------------------------
Richard L. Carrion
/s/ Robert F. Daniell Director March 20, 2002
- ------------------------------
Robert F. Daniell
/s/ Helene L. Kaplan Director March 20, 2002
- ------------------------------
Helene L. Kaplan
/s/ Charles R. Lee Director March 20, 2002
- ------------------------------
Charles R. Lee
/s/ Sandra O. Moose Director March 20, 2002
- ------------------------------
Sandra O. Moose
/s/ Joseph Neubauer Director March 20, 2002
- ------------------------------
Joseph Neubauer
/s/ Thomas H. O'Brien Director March 20, 2002
- ------------------------------
Thomas H. O'Brien
/s/ Russell E. Palmer Director March 20, 2002
- ------------------------------
Russell E. Palmer
/s/ Hugh B. Price Director March 20, 2002
- ------------------------------
Hugh B. Price
/s/ Ivan G. Seidenberg Director March 20, 2002
- ------------------------------
Ivan G. Seidenberg
/s/ Walter V. Shipley Director March 20, 2002
- ------------------------------
Walter V. Shipley
/s/ John W. Snow Director March 20, 2002
- ------------------------------
John W. Snow
/s/ John R. Stafford Director March 20, 2002
- ------------------------------
John R. Stafford
/s/ Robert D. Storey Director March 20, 2002
- ------------------------------
Robert D. Storey
23
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>dex12.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>
EXHIBIT 12
Computation of Ratio of Earnings to Fixed Charges
Verizon Communications Inc. and Subsidiaries
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income before provision for income taxes, extraordinary items,
and cumulative effect of accounting change $ 2,766 $ 17,819 $ 13,168 $ 8,801 $ 8,306
Minority interest 622 216 79 182 164
Equity in (income) loss from unconsolidated businesses (1) (727) (3,792) (511) 216 (48)
Dividends from unconsolidated businesses 244 215 336 353 304
Interest expense 3,369 3,502 2,638 2,746 2,510
Portion of rent expense representing interest 427 351 336 340 324
Amortization of capitalized interest 70 52 33 25 19
----------------------------------------------------------------
Income, as adjusted $ 6,771 $ 18,363 $ 16,079 $ 12,663 $ 11,579
================================================================
Fixed charges:
Interest expense, including interest related to lease financing
activities $ 3,369 $ 3,502 $ 2,638 $ 2,746 $ 2,510
Portion of rent expense representing interest 427 351 336 340 324
Capitalized interest 368 230 146 117 129
Priority distributions - - - - 19
Preferred stock dividend requirement 36 26 106 119 116
----------------------------------------------------------------
Fixed Charges $ 4,200 $ 4,109 $ 3,226 $ 3,322 $ 3,098
================================================================
Ratio of Earnings to Fixed Charges 1.61 4.47 4.98 3.81 3.74
================================================================
</TABLE>
(1) Current year excludes the write-down of cost method investments of $5,769
million, which reduces income before provision for income taxes,
extraordinary items and cumulative effect of changes in accounting
principles. The ratio of earnings to fixed charges would have been 2.99 if
income also excludes the write-down of cost method investments.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>4
<FILENAME>dex13.txt
<DESCRIPTION>VERIZON 2001 ANNUAL REPORT
<TEXT>
<PAGE>
EXHIBIT 13
- --------------------------------------------------------------------------------
Selected Financial Data Verizon Communications Inc. and Subsidiaries
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
2001 2000 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Results of Operations
Operating revenues $ 67,190 $ 64,707 $ 58,194 $ 57,075 $ 53,575
Operating income 11,532 16,758 15,953 11,756 10,881
Income before extraordinary items and cumulative
effect of accounting change 590 10,810 8,296 5,326 5,181
Per common share-basic .22 3.98 3.03 1.94 1.90
Per common share-diluted .22 3.95 2.98 1.92 1.89
Net income 389 11,797 8,260 4,980 5,181
Net income available to common shareowners 389 11,787 8,260 4,948 5,181
Per common share-basic .14 4.34 3.02 1.81 1.90
Per common share-diluted .14 4.31 2.97 1.79 1.89
Cash dividends declared per common share 1.54 1.54 1.54 1.54 1.51
Financial Position
Total assets $ 170,795 $ 164,735 $ 112,830 $ 98,164 $ 95,742
Long-term debt 45,657 42,491 32,419 33,064 27,759
Employee benefit obligations 11,898 12,543 13,744 14,788 14,760
Minority interest, including a portion subject to
redemption requirements 22,149 21,830 1,900 2,490 3,338
Shareowners' investment 32,539 34,578 26,376 21,435 20,632
</TABLE>
. Significant events affecting our historical earnings trends in 1999 through
2001 are described in Management's Discussion and Analysis of Results of
Operations and Financial Condition.
. 1997 and 1998 data include retirement incentive costs, merger-related costs
and other special items.
- --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial
Condition
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Overview
- --------------------------------------------------------------------------------
Verizon Communications Inc. is one of the world's leading providers of
communications services. Verizon companies are the largest providers of wireline
and wireless communications in the United States, with 132.1 million access line
equivalents and 29.4 million wireless customers. Verizon is also the largest
directory publisher in the world. A Fortune 10 company with more than $67
billion in annual revenues and approximately 247,000 employees, Verizon's global
presence extends to more than 40 countries in the Americas, Europe, Asia and the
Pacific.
We have four reportable segments, which we operate and manage as strategic
business units: Domestic Telecom, Domestic Wireless, International and
Information Services. Domestic Telecom includes local, long distance and other
telecommunication services. Domestic Wireless products and services include
wireless voice and data services, paging services and equipment sales.
International operations include wireline and wireless communications
operations, investments and management contracts in the Americas, Europe, Asia
and the Pacific. Information Services publishes domestic and international print
and electronic directories and Internet-based shopping guides, as well as
includes website creation and other electronic commerce services.
Critical Accounting Policies: Significant accounting policies are highlighted in
the applicable sections of this Management's Discussion and Analysis (see
"Special Items," "Severance/Retirement Enhancement Costs and Settlement Gains,"
"Loss/(Gain) on Securities" and "Genuity Loss"). In addition, all of our
significant accounting policies are described in Note 1 to the consolidated
financial statements.
- --------------------------------------------------------------------------------
Consolidated Results of Operations
- --------------------------------------------------------------------------------
In this section, we discuss our overall reported results and highlight special
and nonrecurring items. In the following section, we review the performance of
our segments on an adjusted basis. We adjust the segments' reported results for
the effects of these items, which management does not consider in assessing
segment performance due primarily to their nonrecurring and/or non-operational
nature. We believe that this presentation will assist readers in better
understanding operating results and trends from period to period.
Reported consolidated revenues were $67,190 million for the year ended December
31, 2001, compared to $64,707 million and $58,194 million for the years ended
December 31, 2000 and 1999, respectively. Reported consolidated revenues were
not adjusted for prior year sales of wireline operations and the deconsolidation
of Genuity Inc. (Genuity). In addition, prior year revenues included the
formation of the Verizon Wireless joint venture beginning in April 2000 and
included overlapping wireless properties through June 30, 2000.
1
<PAGE>
Adjusted for the items in the preceding paragraph, 2001 consolidated adjusted
revenues were $67,190 million, or 4.1% higher than 2000 adjusted revenue of
$64,550 million. In 1999, we reported consolidated adjusted revenue of $59,181
million.
We reported net income available to common shareowners of $389 million, or $.14
diluted earnings per share for the year ended December 31, 2001, compared to net
income available to common shareowners of $11,787 million, or $4.31 diluted
earnings per share for the year ended December 31, 2000. In 1999, we reported
net income available to common shareowners of $8,260 million, or $2.97 diluted
earnings per share.
Included in our 2001 reported and adjusted net income is a pretax charge of $285
million ($172 million after-tax, or $.06 per diluted share) related to losses,
and service disruption and restoration costs, associated with the September 11,
2001 terrorist attacks (also see "Segment Results of Operations - Domestic
Telecom"). In 2002, we anticipate incurring similar costs of up to $.04 per
diluted share. The net income impact includes a reduction for a preliminary
assessment of insurance recovery. Verizon's insurance policies are limited to
losses of $1 billion for each occurrence and include a deductible of $1 million.
The cost and insurance recovery were recorded in accordance with Emerging Issues
Task Force Issue No. 01-10, "Accounting for the Impact of the Terrorist Attacks
of September 11, 2001." Additionally, governmental reimbursement mechanisms are
under consideration but have not been finalized at this time and accordingly, we
cannot determine the potential impact.
Our reported results for all three years were affected by special items. After
adjusting for these items, net income would have been $8,190 million, or $3.00
diluted earnings per share in 2001, $7,962 million, or $2.91 diluted earnings
per share in 2000, and $7,895 million, or $2.84 diluted earnings per share in
1999.
The table below summarizes reported and adjusted results of operations for each
period.
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Years Ended December 31, 2001 2000 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Reported operating revenues $ 67,190 $ 64,707 $ 58,194
Reported operating expenses 55,658 47,949 42,241
------------------------------------
Reported operating income 11,532 16,758 15,953
Reported Net Income Available to Common Shareowners 389 11,787 8,260
------------------------------------
Merger-related costs - 749 -
Transition costs 578 316 126
Sales of assets, net 226 (1,987) (819)
Severance/retirement enhancement costs and settlement gains 1,001 (564) (410)
Loss/(gain) on securities 4,858 (1,941) -
Mark-to-market adjustment - financial instruments 179 (431) 432
Genuity loss - 281 325
International restructuring 663 50 -
Wireless joint venture - - (173)
NorthPoint investment write-off - 153 -
Other charges and special items 95 526 126
Extraordinary items 19 (1,027) 36
Cumulative effect of accounting change 182 40 (8)
Redemption of subsidiary preferred stock - 10 -
------------------------------------
Adjusted Net Income $ 8,190 $ 7,962 $ 7,895
====================================
Diluted Earnings Per Share-Reported $ .14 $ 4.31 $ 2.97
Diluted Earnings Per Share-Adjusted $ 3.00 $ 2.91 $ 2.84
</TABLE>
Further explanation of the nature of these special items can be found on pages 9
to 14.
- --------------------------------------------------------------------------------
Segment Results of Operations
- --------------------------------------------------------------------------------
We measure and evaluate our reportable segments based on adjusted net income,
which excludes unallocated corporate expenses and other adjustments arising
during each period. The other adjustments include transactions that management
excludes in assessing business unit performance due primarily to their
nonrecurring and/or non-operational nature. Although such transactions are
excluded from business segment results, they are included in reported
consolidated earnings. We previously highlighted the more significant of these
transactions in the "Consolidated Results of Operations" section. Gains and
losses that are not individually significant are included in all segment
results, since these items are included in management's assessment of unit
performance. These are mostly contained in International and Information
Services since they actively manage investment portfolios.
Further information about our segments can be found in Note 21 to the
consolidated financial statements.
2
<PAGE>
Special items affected our segments as follows:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- ------------------------------------------------------------------
Domestic Telecom
Reported net income $ 3,364 $ 6,057 $ 5,664
Special items 1,546 (922) (644)
--------------------------------------
Adjusted net income $ 4,910 $ 5,135 $ 5,020
======================================
Domestic Wireless
Reported net income $ 430 $ 854 $ 614
Special items 107 (410) 14
--------------------------------------
Adjusted net income $ 537 $ 444 $ 628
======================================
International
Reported net income (loss) $ (1,995) $ 2,547 $ 608
Special items 2,953 (1,814) 10
--------------------------------------
Adjusted net income $ 958 $ 733 $ 618
======================================
Information Services
Reported net income $ 1,271 $ 1,098 $ 1,197
Special items 81 140 14
--------------------------------------
Adjusted net income $ 1,352 $ 1,238 $ 1,211
======================================
Corporate and Other
Reported net income (loss) $ (2,681) $ 1,241 $ 177
Special items 3,114 (829) 241
--------------------------------------
Adjusted net income $ 433 $ 412 $ 418
======================================
Corporate and Other includes intersegment eliminations.
- --------------------------------------------------------------------------------
Domestic Telecom
- --------------------------------------------------------------------------------
Domestic Telecom provides local telephone services, including voice and data
transport, enhanced and custom calling features, network access, directory
assistance, private lines and public telephones in 32 states and the District of
Columbia. This segment also provides long distance services, customer premises
equipment distribution, data solutions and systems integration, billing and
collections, Internet access services, research and development and inventory
management services.
Highlights
Operating Revenues
Domestic Telecom ended the year 2001 with a slight decline in operating revenues
of 0.6%, compared to an increase of 3.9% in 2000. In 2001, Domestic Telecom's
revenue growth rates were pressured by several factors including the weakened
U.S. economy, which has dampened demand for basic wireline and other services,
and rate reductions mandated by regulators. In addition, Domestic Telecom
continues to be affected by competition and technology substitution, as more
customers are choosing wireless and Internet services in place of some basic
wireline services.
Despite these challenges, our data transport and long distance businesses
continued to show solid demand and revenue growth. Data transport revenues,
which include our high-bandwidth, packet-switched and special access services,
as well as Digital Subscriber Line (DSL) services, grew more than 21% over 2000
and 32% over 1999. We ended 2001 with data circuits in service equivalent to 71
million voice-grade access lines, up 31% from 2000. Data circuits now account
for more than half of Verizon's 132 million access line equivalents, as more
customers chose high-capacity, high-speed transport services. In 2000, data
circuits in service were equivalent to 54 million voice-grade access lines, more
than a 65% increase over 1999. Operating revenues were also fueled by strong
growth in our interLATA long distance business. We ended the year 2001 with 7.4
million long distance customers nationwide, an increase of 2.7 million
subscribers or 59% over 2000. We now offer long distance service to more than
two-thirds of all Verizon access lines. In 2000, we entered the in-region long
distance market in New York, and in 2001 we entered the Massachusetts,
Connecticut and Pennsylvania in-region long distance markets. At year-end 2000,
long distance subscribers totaled nearly 4.7 million nationwide, an increase of
nearly 50% from the prior year. Our revenues were negatively affected by federal
and state regulatory price reductions of approximately $660 million in 2001,
$860 million in 2000 and $660 million in 1999, primarily affecting our network
access revenues.
Operating Expenses
Domestic Telecom's operating expenses were essentially flat in 2001 as a result
of strong cost containment measures, merger-related savings and other cost
reductions. Operating expenses in 2001 also included added costs related to the
events of September 11th and increased costs associated with our growth
businesses such as long distance and data services. These entry costs include
customer acquisition expenses associated with the launch of long distance in
several states and costs related to marketing, distribution and service
installation of our DSL service. In 2000, increased operating expenses were
principally due to higher costs associated with entering new businesses,
partially offset by the effect of cost containment measures.
3
<PAGE>
Wireline Property Sales
We have either sold or committed to sell wireline properties representing
approximately 2.9 million access lines or 2.2% of the total Domestic Telecom
access line equivalents. The effect of these dispositions largely depends on the
timing of the sales and the reinvestment of the proceeds. As of December 31,
2001, we have sold all but approximately 1.2 million access lines that we
committed to sell. Those remaining access lines are under definitive sale
agreements. For comparability purposes, the adjusted results of operations shown
in the table below exclude the operating revenues and expenses contributed by
the properties that have been sold in 2000. No access lines were sold in 2001.
These operating revenues were approximately $766 million and $1,151 million for
the years 2000 and 1999, respectively. Operating expenses contributed by the
sold properties were $253 million and $378 million for the years 2000 and 1999,
respectively. Net income contributed by the sold properties was approximately
$314 million and $475 million for the years 2000 and 1999, respectively. For
additional information on wireline property sales, see Note 5 to the
consolidated financial statements.
Additional financial information about Domestic Telecom's results of operations
for 2001, 2000 and 1999 follows:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- -------------------------------------------------------------------------------
Results of Operations-Adjusted Basis
Operating Revenues
Local services $ 21,918 $ 22,033 $ 20,733
Network access services 13,379 13,142 12,827
Long distance services 3,107 3,152 3,183
Other services 4,674 5,016 4,980
---------------------------------------
43,078 43,343 41,723
---------------------------------------
Operating Expenses
Operations and support 23,928 24,537 23,691
Depreciation and amortization 9,332 8,752 8,200
---------------------------------------
33,260 33,289 31,891
---------------------------------------
Operating Income $ 9,818 $ 10,054 $ 9,832
=======================================
Adjusted Net Income $ 4,910 $ 5,135 $ 5,020
Operating Revenues
Local Services
Local service revenues are earned by our telephone operations from the provision
of local exchange, local private line, wire maintenance, voice messaging and
value-added services. Value-added services are a family of services that expand
the utilization of the network, including products such as Caller ID, Call
Waiting and Return Call. The provision of local exchange services not only
includes retail revenue but also includes local wholesale revenues from
unbundled network elements (UNEs), interconnection revenues from competitive
local exchange carriers (CLECs), wireless interconnection revenues and some data
transport revenues.
In 2001, local service revenues declined $115 million, or 0.5% due to the
effects of lower demand and usage of our basic local wireline services and
mandated intrastate price reductions. Our switched access lines in service
declined 2.1% from December 31, 2000, primarily reflecting the impact of an
economic slowdown and competition for some local services. Technology
substitution also affected local service revenue growth, as indicated by lower
demand for additional residential access lines. These factors were partially
offset by higher payments received from CLECs for interconnection of their
networks with our network and by solid demand for our value-added services as a
result of new packaging of services.
In 2000, growth in local service revenues of $1,300 million, or 6.3% was driven
by higher interconnection revenues from CLECs and higher usage of our network
facilities. Volume-related growth, generated in part by an increase in switched
access lines in service of 1.4% from December 31, 1999, reflected higher
customer demand and usage of our data transport and digital services. Solid
demand for our value-added services, as well as growth in wireless
interconnection, inside wire maintenance, and national directory assistance
services further contributed to higher local service revenues in 2000. Revenue
growth was also partially attributable to the favorable resolution of various
regulatory matters and the impact of implementing Securities and Exchange
Commission (SEC) Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition
in Financial Statements." Revenue growth associated with SAB No. 101 was
entirely offset by corresponding increases in operating expenses. Local service
revenue growth in 2000 was partially offset by the effect of resold and UNE
platforms, as well as the effect of net regulatory price reductions and customer
rebates.
See "Other Factors That May Affect Future Results" for additional information on
the Telecommunications Act of 1996 (1996 Act) and its impact on local services.
Network Access Services
Network access services revenues are earned from end-user subscribers and long
distance and other competing carriers who use our local exchange facilities to
provide usage services to their customers. Switched access revenues are derived
from fixed and usage-based charges paid by carriers for access to our local
network. Special access revenues originate from carriers and end-users that buy
dedicated local exchange capacity to support their private networks. End-user
access revenues are earned from our customers and from resellers who purchase
dial-tone services.
4
<PAGE>
Our network access revenues grew $237 million, or 1.8%, in 2001 and $315
million, or 2.5%, in 2000. This growth was mainly attributable to higher
customer demand, primarily for special access services (including DSL) that grew
approximately 24% in 2001 and 36% in 2000. Special access revenue growth in both
years reflects strong demand in the business market for high-capacity,
high-speed digital services. Revenue growth in 2001 was affected by the slowing
economy, as reflected by a 1.0% decline in minutes of use from carriers and
CLECs and a 2.1% reduction in switched access lines in service. In 2000, growth
in minutes of use from carriers and CLECs of 5.7% and higher revenues received
from customers for the recovery of local number portability also contributed to
network access revenue growth.
Volume-related growth in both years was substantially offset by price reductions
associated with federal and state price cap filings and other regulatory
decisions. State public utility commissions regulate our telephone operations
with respect to some intrastate rates and services and other matters. State rate
reductions on access services were approximately $165 million in 2001, $285
million in 2000 and $220 million in 1999.
The Federal Communications Commission (FCC) regulates the rates that we charge
long distance carriers and end-user subscribers for interstate access services.
We are required to file new access rates with the FCC each year. In July 2000,
we implemented the Coalition for Affordable Local and Long Distance Services
(CALLS) plan. Rates included in the July 2000 CALLS plan were in effect through
June 2001. Effective July 3, 2001, we implemented further rate reductions in
accordance with the plan. Interstate price reductions on access services were
approximately $300 million in 2001, $520 million in 2000 and $380 million in
1999.
See "Other Factors That May Affect Future Results" for additional information on
FCC rulemakings concerning federal access rates, universal service and
unbundling of network elements.
Long Distance Services
Long distance service revenues include both intraLATA toll services and
interLATA long distance voice and data services.
Long distance service revenues declined $45 million, or 1.4%, in 2001 and $31
million, or 1.0% in 2000 primarily due to competition and the effects of toll
calling discount packages and product bundling offers of our intraLATA toll
services. These reductions were largely offset by revenue growth from our
interLATA long distance services, including significant customer win-backs
resulting from the introduction of interLATA long distance services in New York
in 2000 and in Massachusetts, Connecticut and Pennsylvania in 2001.
See also "Other Factors That May Affect Future Results" for a discussion of our
plans to enter the interLATA long distance market in other states in our region.
Other Services
Our other services include such services as billing and collections for long
distance carriers, public (pay) telephone and customer premises equipment
services. Other services revenues also include services provided by most of our
non-regulated subsidiaries such as inventory management and purchasing, Internet
access and data solutions and systems integration businesses.
Revenues from other services declined $342 million, or 6.8% in 2001 principally
as a result of lower sales of customer premises equipment, a decline in public
telephone revenues as more customers substituted wireless communications for pay
telephone services, and lower billing and collection revenues reflecting the
take-back of these services by interexchange carriers. Lower data solutions and
systems integration revenues due to the slowing economy and the effect of
closing our CLEC operation further contributed to the revenue decline in 2001.
These revenue reductions were partially offset by higher revenues from other
non-regulated services.
Revenues from other services grew $36 million, or 0.7%, in 2000 primarily due to
higher demand for such services as systems integration and data solutions and
inventory management and purchasing services, principally due to new contracts
with business customers. These factors were partially offset by lower demand for
our billing and collection, public telephone and directory services.
Operating Expenses
Operations and Support
Operations and support expenses, which consist of employee costs and other
operating expenses, decreased by $609 million, or 2.5% in 2001 principally due
to lower costs at our domestic telephone operations. These reductions were
attributable to lower overtime for repair and maintenance activity principally
as a result of reduced volumes at our dispatch and call centers and lower
employee costs associated with declining workforce levels. Operating costs have
also decreased due to business integration activities and achievement of merger
synergies. Other effective cost containment measures, including lower spending
by non-strategic businesses and closing our CLEC operation, also contributed to
cost reductions in 2001.
Cost reductions in 2001 were partially offset by additional charges related to
the terrorist attacks on September 11th (see "Consolidated Results of
Operations" section) and by higher costs associated with our growth businesses
such as long distance and data services. Increased costs associated with
uncollectible accounts receivable and higher employee benefit costs further
offset cost reductions in 2001. The increase in employee benefit costs in 2001
was largely due to increased health care costs driven by inflation, higher
savings plan costs and changes in some plan provisions. These factors were
partially offset by favorable pension plan income, including gain amortization.
In 2000, operations and support expenses increased by $846 million, or 3.6%
principally as a result of higher costs associated with entering new growth
businesses and higher interconnection payments to CLECs and other carriers to
terminate calls on their networks (reciprocal compensation). Higher costs at our
telephone operations, including salary and wage increases for management and
non-management employees and the effect of higher work force levels also
contributed to cost increases in 2000. Expense increases also reflect the
implementation of SAB No. 101. Expense increases associated with SAB No. 101
were entirely offset by corresponding increases in operating revenues, as
described earlier.
5
<PAGE>
Cost increases in 2000 were partially offset by lower employee benefit costs.
The decline in employee benefit costs in 2000 was chiefly due to favorable
pension plan income and changes in actuarial assumptions. These factors were
offset, in part, by changes in some plan provisions, increased health care costs
caused by inflation, savings plan benefit improvements for some management
employees, as well as benefit improvements provided for under new contracts with
other employees. In 2000, we executed contracts with unions representing our
employees. The new contracts provide for wage and pension increases and other
benefit improvements, including annual wage increases of 4%, 3% and 5%,
beginning in August 2000. Customer service representatives received an
additional 4% wage increase. Pension benefits for active employees increased by
5% on July 1, 2001, and will increase by 5% on July 1, 2002 and 4% on July 1,
2003. The contracts also include team-based incentive awards for meeting higher
service performance and other standards, increased funding for work and family
programs, improvements to health and other benefits and provisions relating to
overtime, access to work and employment security. In addition, all
union-represented employees were granted options to purchase 100 shares of our
common stock.
For additional information on reciprocal compensation refer to "Other Factors
That May Affect Future Results - Compensation for Internet Traffic."
Depreciation and Amortization
Depreciation and amortization expense increased by $580 million, or 6.6%, in
2001 and $552 million, or 6.7%, in 2000. Expense increases in both years were
principally due to growth in depreciable telephone plant and increased software
amortization costs. These factors were partially offset by the effect of lower
rates of depreciation.
- --------------------------------------------------------------------------------
Domestic Wireless
- --------------------------------------------------------------------------------
Our Domestic Wireless segment provides wireless voice and data services, paging
services and equipment sales. This segment primarily represents the operations
of the Verizon Wireless joint venture. Verizon Wireless was formed in April 2000
through the combination of our wireless properties with the U.S. properties and
paging assets of Vodafone Group plc (Vodafone), including the consolidation of
PrimeCo Communications (PrimeCo). Verizon owns a 55% interest in the joint
venture and Vodafone owns the remaining 45%. The 2001 financial results included
in the table below reflect the combined results of Verizon Wireless. The period
prior to the formation of Verizon Wireless is reported on a historical basis,
and therefore, does not reflect the contribution of the Vodafone properties and
the consolidation of PrimeCo. In addition, the financial results of several
overlap properties, that were subsequently sold, were included in Domestic
Wireless's results through June 30, 2000.
Highlights
Our Domestic Wireless segment ended the year 2001 with 29.4 million customers,
an increase of 9.8% over year-end 2000. At year-end 2000, customers totaled
approximately 26.8 million, an increase of 83.4% over year-end 1999. At year-end
1999, customers totaled approximately 14.2 million. All customer counts have
been restated for a first quarter 2001 customer base adjustment. The 2000 growth
in customers is primarily attributable to the formation of Verizon Wireless in
April 2000. Approximately 22 million, or almost 75%, of Verizon Wireless
customers now subscribe to CDMA (Code Division Multiple Access) digital
services, and generate more than 93% of our busy-hour usage, compared to 80% at
year-end 2000. In addition, almost 850,000 customers subscribe to the company's
wireless data services, including Mobile Web Internet access.
In December 2001, Verizon Wireless and Price Communications Corporation agreed
to combine the business operations of Price Communications Wireless, Inc. and a
portion of Verizon Wireless, in a transaction valued at $1.7 billion, including
$550 million in net debt that will be assumed or redeemed. Under the terms of
the transaction, which replaces an agreement announced by the companies in
November 2000, Price Communications Wireless and Verizon Wireless will form a
limited partnership consisting of substantially all of the assets of Price
Communications' wireless operations and some of Verizon Wireless's assets.
Verizon Wireless will control and manage the partnership. Price Communications'
partnership interest will be exchangeable into Verizon Wireless or Verizon
stock, subject to several conditions. The transaction, which remains subject to
the approval of Price Communications' shareholders and other customary closing
conditions, will significantly expand the company's footprint in the
Southeastern U.S. and add approximately 560,000 customers.
Additional financial information about Domestic Wireless results of operations
for 2001, 2000 and 1999 follows:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------
Results of Operations-Adjusted Basis
Operating Revenues
Wireless services $ 17,393 $ 14,236 $ 7,653
--------------------------------------
Operating Expenses
Operations and support 11,379 9,563 5,166
Depreciation and amortization 3,709 2,894 1,100
--------------------------------------
15,088 12,457 6,266
--------------------------------------
Operating Income $ 2,305 $ 1,779 $ 1,387
======================================
Minority Interest $ (788) $ (504) $ (76)
Adjusted Net Income $ 537 $ 444 $ 628
6
<PAGE>
Operating Revenues
Revenues earned from our consolidated wireless businesses grew by $3,157
million, or 22.2%, in 2001 and $6,583 million, or 86.0%, in 2000. By including
the revenues of the properties of the wireless joint venture and excluding the
impact of wireless overlap properties on a basis comparable with 2001, revenues
were $2,030 million, or 13.2%, higher than 2000. On this comparable basis,
revenue growth was largely attributable to customer additions and slightly
higher revenue per customer per month. Our domestic wireless customer base grew
to 29.4 million customers in 2001, compared to 26.8 million customers in 2000,
an increase of nearly 10%.
Revenues for 2000 were $14,236 million, an increase of $6,583 million, or 86.0%,
compared to 1999. By including the revenues of the properties of the wireless
joint venture on a basis comparable with 2000, revenues were $2,300 million, or
19.3%, higher than 1999. The revenue growth was due to the growth in the
customer base and stable revenue per customer per month.
Operating Expenses
Operations and Support
Operations and support expenses, which represent employee costs and other
operating expenses, increased by $1,816 million, or 19.0%, in 2001 and $4,397
million, or 85.1%, in 2000. By including the expenses of the properties of the
wireless joint venture on a basis comparable with 2001, operations and support
expenses were $1,186 million, or 11.6%, higher than 2000. Higher costs were
attributable to the growth in the subscriber base described above, as well as
the continuing migration of analog customers to digital.
The increased costs in 2000 were principally the result of the formation of the
wireless joint venture in April 2000, as well as costs associated with customer
growth and digital migration.
Depreciation and Amortization
Depreciation and amortization expense increased by $815 million, or 28.2%, in
2001 and by $1,794 million, or 163.1%, in 2000. The increase in 2001 over the
prior year was primarily due to increased capital expenditures to support the
increasing demand for wireless services. Adjusting for the joint venture in a
manner similar to operations and support expenses above, depreciation and
amortization was $336 million, or 10.0%, higher than 2000. Capital expenditures
for our cellular network have increased in 2001 and 2000 to support increased
demand in all markets.
The 2000 increase was mainly attributable to the formation of the wireless joint
venture in April 2000, as well as increased capital expenditures to support the
increasing demand for wireless services.
Minority Interest
The increases in minority interest in 2001 and 2000 were principally due to the
increased income of the wireless joint venture and the significant minority
interest attributable to Vodafone beginning in April 2000.
- --------------------------------------------------------------------------------
International
- --------------------------------------------------------------------------------
Our International segment includes international wireline and wireless
telecommunication operations, investments and management contracts in the
Americas, Europe, Asia and the Pacific. Our consolidated international
investments as of December 31, 2001 included Grupo Iusacell (Iusacell) (Mexico),
CODETEL (Dominican Republic), CTI Holdings, S.A. (CTI) (Argentina), Micronesian
Telecommunications Corporation (Northern Mariana Islands) and Global Solutions
Inc. Our international investments in which we have a less than controlling
interest are accounted for on either the cost or equity method.
Highlights
International adjusted net income grew $225 million, or 30.7%, in 2001 and $115
million, or 18.6%, in 2000. This growth was aided by the continued worldwide
demand for wireless services. The number of proportionate international wireless
customers served by Verizon investments increased 1.8 million in 2001 to 9.6
million.
On January 25, 2002, Verizon exercised its option to purchase an additional 12%
of Telecomunicaciones de Puerto Rico, Inc. (TELPRI) common stock from the
government of Puerto Rico. Verizon obtained the option as part of the March 1999
TELPRI privatization. Accordingly, we now hold 52% of TELPRI stock, up from 40%
and will begin consolidating TELPRI in 2002.
On June 6, 2001, we exercised an option to exchange 15 million shares in FLAG
Telecom Holdings Ltd. (FLAG) for shares in TyCom Ltd., which were subsequently
exchanged for Tyco International Ltd. shares. As a result of this transaction,
our interest in FLAG declined from 29.8% to 18.6%, and the investment is now
accounted for on a cost basis.
In February 2001, Verizon launched an initiative designed to expand our presence
in the carrier and large business market. The new business unit, Global
Solutions, will offer a primarily facilities based network which connects
commercial centers around the world and provides an array of voice, data and
Internet services.
7
<PAGE>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Results of Operations-Adjusted Basis
Operating Revenues
Wireless services $ 1,358 $ 1,218 $ 974
Wireline and other services 979 758 740
---------------------------------------
2,337 1,976 1,714
---------------------------------------
Operating Expenses
Operations and support 1,622 1,359 1,195
Depreciation and amortization 422 355 264
---------------------------------------
2,044 1,714 1,459
---------------------------------------
Operating Income $ 293 $ 262 $ 255
=======================================
Equity in Income From
Unconsolidated Businesses $ 919 $ 672 $ 547
Adjusted Net Income $ 958 $ 733 $ 618
The revenues and operating expenses for the International segment exclude
QuebecTel, which was deconsolidated in the second quarter of 2000. QuebecTel's
net results for all periods are included in Equity in Income From Unconsolidated
Businesses.
Operating Revenues
Revenues earned from our international businesses grew by $361 million, or
18.3%, in 2001 and by $262 million, or 15.3%, in 2000. The increase in wireless
revenues was primarily due to the increase in wireless subscribers of
consolidated subsidiaries. CTI's Buenos Aires wireless operations, which
commenced commercial operations in the second quarter of 2000, contributed $108
million to the 2001 year over year wireless revenue increase. Revenues generated
by Global Solutions, which began its operations in the first quarter of 2001,
also contributed to the increase in wireline and other services in 2001.
Operating Expenses
Operations and Support
Operations and support expenses, which represent employee costs and other
operating expenses, increased by $263 million, or 19.4%, in 2001 and by $164
million, or 13.7%, in 2000. The higher costs in 2001 were primarily generated by
the Global Solutions start-up and its continued expansion throughout 2001. In
addition, CTI's Buenos Aires wireless operations contributed to higher costs in
both years.
Depreciation and Amortization
Depreciation and amortization expense increased by $67 million, or 18.9%, in
2001 and by $91 million, or 34.5%, in 2000. The increase in both years was
attributable to the capital expenditures necessary to support the growth in
cellular subscribers and CODETEL's wireline customers. The build-out of CTI's
Buenos Aires wireless operations also contributed to the increased depreciation
for both years.
Equity in Income From Unconsolidated Businesses
Equity in income from unconsolidated businesses increased by $247 million, or
36.8%, in 2001 and by $125 million, or 22.9%, in 2000. The increase in 2001 was
primarily due to improved operational growth at Omnitel Pronto Italia S.p.A.
(Omnitel) and Compania Anonima Nacional Telefonos de Venezuela (CANTV).
Although CANTV's historical operational performance has improved, economic and
political instability in Venezuela has had an adverse effect on CANTV's
operations. This instability, along with significant devaluation of the currency
that occurred subsequent to the government's recent decision to allow the
currency to float freely, may impact our investment in CANTV if these conditions
continue.
The increase in 2000 was primarily due to strong subscriber growth at Taiwan
Cellular Corporation and Omnitel and a full twelve months of operations at
TELPRI in 2000, as well as the cessation of recording equity losses from our
investment in BayanTel, a Philippines-based telecommunications company. These
increases in 2000 were partially offset by lower results at CANTV driven by the
weakened Venezuelan economy and delayed tariff increases, as well as lower
income from Telecom Corporation of New Zealand Limited (TCNZ) driven by a change
from the equity to cost method of accounting and a reduction in the TCNZ
dividend payout ratio.
- --------------------------------------------------------------------------------
Information Services
- --------------------------------------------------------------------------------
Our Information Services segment consists of our domestic and international
publishing businesses, including print and electronic directories and
Internet-based shopping guides, as well as website creation and other electronic
commerce services. Our directory business uses the publication date method for
recognizing revenues. Under that method, costs and advertising revenues
associated with the publication of a directory are recognized when the directory
is distributed. This segment has operations principally in North America, Europe
and Latin America.
8
<PAGE>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Results of Operations-Adjusted Basis
Operating Revenues
Information services $ 4,313 $ 4,144 $ 4,086
----------------------------------------
Operating Expenses
Operations and support 1,961 2,026 2,007
Depreciation and amortization 79 74 76
----------------------------------------
2,040 2,100 2,083
----------------------------------------
Operating Income $ 2,273 $ 2,044 $ 2,003
========================================
Adjusted Net Income $ 1,352 $ 1,238 $ 1,211
Operating Revenues
Operating revenues from our Information Services segment increased $169 million,
or 4.1%, in 2001. The 2001 revenue increase was due primarily to growth in
directory advertising revenues and extension revenues, continued growth of our
Internet directory service, SuperPages.com(R), and increased revenue from the
2001 acquisition of TELUS Corporation's (TELUS) advertising services business in
Canada, offset by reductions in affiliated revenues from Domestic Telecom.
Operating revenues from our Information Services segment improved by $58
million, or 1.4%, in 2000. The 2000 revenue increases were primarily generated
by growth in print directory advertising revenue and expansion of our Internet
directory service, SuperPages.com(R), offset by reductions in affiliated
revenues from Domestic Telecom.
Operating Expenses
In 2001, total operating expenses decreased $60 million, or 2.9%, largely due to
the execution of cost reduction initiatives and merger synergies.
In 2000, total operating expenses increased $17 million, or 0.8%, from the
corresponding period in 1999. Cost control programs related to directory
publishing limited expense increases in 2000.
- --------------------------------------------------------------------------------
Special Items
- --------------------------------------------------------------------------------
Special items generally represent revenues and gains as well as expenses and
losses that are nonrecurring and/or non-operational in nature. Several of these
special items include impairment losses. These impairment losses were determined
in accordance with our policy of comparing the fair value of the asset with its
carrying value. The fair value is determined by quoted market prices, if
available, or by estimates of future cash flows.
These special items are not considered in assessing operational performance,
either at the segment level, or for the consolidated company. However, they are
included in our reported results. This section provides a detailed description
of these special items.
- --------------------------------------------------------------------------------
Completion of Mergers
- --------------------------------------------------------------------------------
In June 2000, Bell Atlantic Corporation and GTE Corporation completed a merger
under a definitive merger agreement dated as of July 27, 1998 and began doing
business as Verizon Communications.
The following table summarizes the pretax charges incurred for the Bell
Atlantic-GTE merger. Amounts for 2001 and 2000 pertain to the Bell Atlantic-GTE
merger. Transition costs for 1999 pertain to the Bell Atlantic-NYNEX merger,
which was completed in August 1997.
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Direct Incremental Costs
Compensation arrangements $ - $ 210 $ -
Professional services - 161 -
Shareowner-related - 35 -
Registration, regulatory and other - 66 -
----------------------------------------
Total Direct Incremental Costs - 472 -
----------------------------------------
Employee Severance Costs - 584 -
----------------------------------------
Transition Costs
Systems modifications 401 99 186
Branding 112 240 1
Relocation, training and other 526 355 18
----------------------------------------
Total Transition Costs 1,039 694 205
----------------------------------------
Total Merger-Related Costs $ 1,039 $ 1,750 $ 205
========================================
9
<PAGE>
Merger-Related Costs
Direct Incremental Costs
Direct incremental costs related to the Bell Atlantic-GTE merger of $472 million
($378 million after-tax, or $.14 per diluted share) include compensation,
professional services and other costs. Compensation includes retention payments
to employees that were contingent on the close of the merger and payments to
employees to satisfy contractual obligations triggered by the changes in
control. Professional services include investment banking, legal, accounting,
consulting and other advisory fees incurred to obtain federal and state
regulatory approvals and take other actions necessary to complete the merger.
Other includes costs incurred to obtain shareholder approval of the merger,
register securities and communicate with shareholders, employees and regulatory
authorities regarding merger issues.
Employee Severance Costs
Employee severance costs related to the Bell Atlantic-GTE merger of $584 million
($371 million after-tax, or $.14 per diluted share) as recorded under Statement
of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for
Postemployment Benefits," represent the benefit costs for the separation of
approximately 5,500 management employees who were entitled to benefits under
pre-existing separation plans, as well as an accrual for ongoing SFAS No. 112
obligations for GTE employees. Of these employees, approximately 5,200 were
located in the United States and approximately 300 were located at various
international locations. The separations either have or are expected to occur as
a result of consolidations and process enhancements within our operating
segments. The remaining severance liability under this program as of December
31, 2001 is $220 million.
Transition Costs
In addition to the direct incremental merger-related and severance costs
discussed above, we expect to incur a total of approximately $2 billion of
transition costs related to the Bell Atlantic-GTE merger and the formation of
the wireless joint venture. These costs will be incurred to integrate systems,
consolidate real estate, and relocate employees. They also include approximately
$500 million for advertising and other costs to establish the Verizon brand. For
2001 and 2000, transition costs related to the Bell Atlantic-GTE merger and the
formation of the wireless joint venture were $1,039 million ($578 million after
taxes and minority interest, or $.21 per diluted share) and $694 million ($316
million after taxes and minority interest, or $.12 per diluted share),
respectively.
In connection with the Bell Atlantic-NYNEX merger, we recorded transition costs
similar in nature to the Bell Atlantic-GTE merger transition costs of $205
million ($126 million after-tax, or $.05 per diluted share) in 1999.
- --------------------------------------------------------------------------------
Sales of Assets, Net
- --------------------------------------------------------------------------------
During 2001, we recognized net losses in operations related to sales of assets,
impairments of assets held for sale and other charges. During 2000 and 1999, we
recognized net gains related to sales of assets and impairments of assets held
for sale. These net gains and losses are summarized as follows:
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------
Pretax After-tax Pretax After-tax Pretax After-tax
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wireline property sales $ - $ - $ 3,051 $ 1,856 $ - $ -
Wireless overlap sales (92) (60) 1,922 1,156 - -
Other, net (258) (166) (1,180) (1,025) 1,379 819
--------------------------------------------------------------------------------
$ (350) $ (226) $ 3,793 $ 1,987 $ 1,379 $ 819
================================================================================
</TABLE>
As required, gains on sales of wireless overlap properties that occurred prior
to the closing of the Bell Atlantic-GTE merger are included in operating income
and in the table above. Gains on sales of significant wireless overlap
properties that occurred after the Bell Atlantic-GTE merger are classified as
extraordinary items. See "Extraordinary Items" below for gains on sales of
significant wireless overlap properties subsequent to the Bell Atlantic-GTE
merger.
Wireline Property Sales
During 1998, GTE committed to sell approximately 1.6 million nonstrategic
domestic access lines. During 2000, access line sales generated combined cash
proceeds of approximately $4,903 million and $125 million in convertible
preferred stock. The pretax gain on the sales was $3,051 million ($1,856 million
after-tax, or $.68 per diluted share).
Wireless Overlap Sales
A U.S. Department of Justice (DOJ) consent decree issued on December 6, 1999
required GTE Wireless, Bell Atlantic Mobile, Vodafone and PrimeCo to resolve a
number of wireless market overlaps in order to complete the wireless joint
venture and the Bell Atlantic-GTE merger. As a result, during April 2000 we
completed a transaction with ALLTEL Corporation that provided for the exchange
of former Bell Atlantic Mobile and GTE Wireless markets for several of ALLTEL's
wireless markets. These exchanges were accounted for as purchase business
combinations and resulted in combined pretax gains of $1,922 million ($1,156
million after-tax, or $.42 per diluted share).
During 2001, we recorded a pretax gain of $80 million ($48 million after-tax, or
$.02 per diluted share) on the sale of the Cincinnati market and a pretax loss
of $172 million ($108 million after-tax, or $.04 per diluted share) related to
the sale of the Chicago market.
Other Transactions
During 2001, we recorded charges totaling $258 million pretax ($166 million
after-tax, or $.06 per diluted share) related to exiting several businesses,
including our video business and some leasing activities.
10
<PAGE>
During 2000, we recorded charges related to the write-down of some impaired
assets and other charges of $1,180 million pretax ($1,025 million after-tax, or
$.37 per diluted share), as follows:
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Year Ended December 31, 2000 Pretax After-tax Per diluted share
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Airfone and Video impairment $ 566 $ 362 $ .13
CLEC impairment 334 218 .08
Real estate consolidation and other merger-related charges 220 142 .05
Deferred taxes on contribution to the wireless joint
venture - 249 .09
Other, net 60 54 .02
-------------------------------------------------------
$ 1,180 $ 1,025 $ .37
=======================================================
</TABLE>
In connection with our decisions to exit the video business and Airfone (a
company involved in air-to-ground communications), in the second quarter of 2000
we recorded an impairment charge to reduce the carrying value of these
investments to their estimated net realizable value.
The CLEC impairment primarily relates to the revaluation of assets and the
accrual of costs pertaining to some long-term contracts due to strategic changes
in our approach to offering bundled services both in and out of franchise areas.
The revised approach to providing such services resulted, in part, from
post-merger integration activities and acquisitions.
The real estate consolidation and other merger-related charges include the
revaluation of assets and the accrual of costs to exit leased facilities that
are in excess of our needs as the result of post-merger integration activities.
The deferred tax charge is non-cash and was recorded as the result of the
contribution in July 2000 of the GTE Wireless assets to Verizon Wireless based
on the differences between the book and tax bases of assets contributed.
During 1999, we sold substantially all of GTE Government Systems to General
Dynamics Corporation for $1 billion in cash. The pretax gain on the sale was
$754 million ($445 million after-tax, or $.16 per diluted share). In addition,
during 1999, we recorded a net pretax gain of $112 million ($66 million
after-tax, or $.02 per diluted share), primarily associated with the sale of the
remaining major division of GTE Government Systems to DynCorp. The 1999
year-to-date net gains for asset sales also include a pretax gain of $513
million ($308 million after-tax, or $.11 per diluted share) associated with the
merger of BC TELECOM Inc. and TELUS during the first quarter of 1999.
- --------------------------------------------------------------------------------
Severance/Retirement Enhancement Costs and Settlement Gains
- --------------------------------------------------------------------------------
During the fourth quarter of 2001, we recorded a special charge of $1,613
million ($1,001 million after-tax, or $.37 per diluted share) primarily
associated with employee severance costs and related pension enhancements. The
charge included severance and related benefits of $765 million ($477 million
after-tax, or $.18 per diluted share), as recorded under SFAS No. 112, for the
voluntary and involuntary separation of approximately 10,000 employees. We also
included a charge of $848 million ($524 million after-tax, or $.19 per diluted
share) recorded in accordance with SFAS No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," which includes pension enhancements of $813 million ($504
million after-tax, or $.18 per diluted share) and pension settlement losses of
$35 million ($20 million after-tax, or $.01 per diluted share), relating to lump
sum settlements of some existing pension obligations.
In 2000 and 1999, we recorded pension settlement gains of $911 million and $663
million pretax ($564 million and $410 million after-tax, or $.21 and $.15 per
diluted share), respectively, in accordance with SFAS No. 88. They relate to
some settlements of pension obligations for former GTE employees through direct
payment, the purchase of annuities or otherwise.
Pretax pension income, net of postretirement benefit costs, recorded by Verizon
in 2001, 2000 and 1999 was $1,320 million, $3,095 million and $1,440 million,
respectively. Adjusting for the special items above, pretax pension income, net
of postretirement benefit costs, was $2,168 million, $2,184 million and $777
million in 2001, 2000 and 1999, respectively. The increase in 2000, after
adjusting for the special items, is primarily the result of higher returns on
plan assets and actuarial gains. See Note 19 to the consolidated financial
statements for additional information about our pension plans, accounting for
defined benefit pension plans and significant actuarial assumptions, as well as
changes in those assumptions.
- --------------------------------------------------------------------------------
Loss/(Gain) on Securities
- --------------------------------------------------------------------------------
We continually evaluate our investments in securities for impairment due to
declines in market value considered to be other than temporary. That evaluation
includes, in addition to persistent, declining stock prices, general economic
and company-specific evaluations. In the event of a determination that a decline
in market value is other than temporary, a charge to earnings is recorded for
the loss and a new cost basis in the investment is established.
Prior to the second quarter of 2001, we considered the declines in the market
values of our investments in securities to be temporary, due principally to the
overall weakness in the securities markets as well as telecommunications sector
share prices. However, included in our results for 2001 is the recognition of
pretax losses recorded in June 2001 and December 2001 totaling $4,686 million
($3,607 million after-tax, or $1.32 diluted loss per share) primarily relating
to our investments in Cable & Wireless plc (C&W), NTL Incorporated (NTL) and
Metromedia Fiber Network, Inc. (MFN). We determined, through the evaluation
described above, that market value declines in these investments were considered
other than temporary.
During 2001, we also recorded a pretax charge of $1,251 million ($1,251 million
after-tax, or $.46 per diluted share) related to our cost investment in Genuity.
The charge was necessary because we determined that the decline in the estimated
fair value of Genuity was other than
11
<PAGE>
temporary. Our investment in Genuity is not considered a marketable security
given its unique characteristics and the associated contingent conversion right
(see "Other Factors That May Affect Future Results" for additional information).
However, we estimated fair value based on the number of shares of Genuity we
would own, assuming the exercise of the contingent conversion right, and the
market value of Genuity common stock.
In May 2000, C&W, NTL and Cable & Wireless Communications plc (CWC) completed a
restructuring of CWC. Under the terms of the restructuring, CWC's consumer cable
telephone, television and Internet operations were separated from its corporate,
business, Internet protocol and wholesale operations. After the separation, the
consumer operations were acquired by NTL and the other operations were acquired
by C&W. In connection with the restructuring, we, as a shareholder in CWC,
received shares in the two acquiring companies, representing approximately 9.1%
of the NTL shares outstanding at the time and approximately 4.6% of the C&W
shares outstanding at the time. Our exchange of CWC shares for C&W and NTL
shares resulted in the recognition of a non-cash pretax gain of $3,088 million
($1,941 million after-tax, or $.71 per diluted share) in Equity in Income (Loss)
From Unconsolidated Businesses in the consolidated statements of income and a
corresponding increase in the cost basis of the shares received.
- --------------------------------------------------------------------------------
Mark-to-Market Adjustment - Financial Instruments
- --------------------------------------------------------------------------------
During 2001, we began recording mark-to-market adjustments in earnings relating
to some of our financial instruments in accordance with newly effective
accounting rules on derivative financial instruments. Mark-to-market losses of
$182 million ($179 million after taxes and minority interest, or $.07 per
diluted share) were recorded in 2001 due primarily to the change in the fair
value of the MFN debt conversion option.
In 2000, we recorded a gain on a mark-to-market adjustment of $664 million ($431
million after-tax, or $.16 per diluted share) related to our $3,180 million of
notes which are exchangeable into shares of C&W and NTL. Prior to the
reorganization of CWC in May 2000, these notes were exchangeable into shares of
CWC. In 1999, we recorded a loss on a mark-to-market adjustment of $664 million
($432 million after-tax, or $.16 per diluted share) related to these notes.
These mark-to-market adjustments are non-cash, non-operational transactions that
result in either an increase or decrease in the carrying value of the debt
obligation and a charge or credit to income. The mark-to-market adjustments are
required because the carrying value of the notes is indexed to the fair market
value of C&W's and NTL's common stock. If the combined fair value of the C&W and
NTL common stock declines, our debt obligation is reduced (but not to less than
its amortized carrying value) and income is increased. If the combined fair
value of the C&W and NTL common stock increases, our debt obligation increases
and income is decreased. The CWC exchangeable notes may be exchanged beginning
in July 2002.
- --------------------------------------------------------------------------------
Genuity Loss
- --------------------------------------------------------------------------------
In accordance with the provisions of an FCC order in June 2000, Genuity,
formerly a wholly owned subsidiary of GTE, sold in a public offering 174 million
of its Class A common shares, representing 100% of the issued and outstanding
Class A common stock and 90.5% of the overall voting equity in Genuity. GTE
retained 100% of Genuity's Class B common stock, which currently represents 8.2%
of the voting equity in Genuity and contains a contingent conversion feature. A
complete description of the circumstances in which the conversion feature can be
exercised is included in "Other Factors That May Affect Future Results."
In accordance with provisions of the FCC order, the sale transferred ownership
and control of Genuity to the Class A common stockholders and, accordingly, we
deconsolidated our investment in Genuity on June 30, 2000 and are accounting for
our investment in Genuity using the cost method. Our accounting policy
concerning the method of accounting applied to investments (consolidation,
equity or cost) involves an evaluation of all significant terms of the
investments that explicitly grant or suggest evidence of control or influence
over the operations of the entity in which we have invested. Where control is
determined, we consolidate the investment. If we determine that we have
significant influence over the operating and financial policies of an entity in
which we have invested, we apply the equity method. We apply the cost method in
situations where we determine that we do not have significant influence, such as
our investment in Genuity. As a result, Genuity's revenues and expenses, as well
as changes in balance sheet accounts and cash flows subsequent to June 30, 2000
are no longer included in our consolidated financial results. For comparability,
we have adjusted the reported results for all periods prior to June 30, 2000 to
exclude the results of Genuity. The after-tax losses were $281 million (or $.10
per diluted share) in 2000 and $325 million (or $.12 per diluted share) in 1999.
- --------------------------------------------------------------------------------
International Restructuring
- --------------------------------------------------------------------------------
In 2001, we recorded a pretax charge of $672 million ($663 million after-tax, or
$.24 per diluted share) primarily relating to our investment in CTI, our
cellular subsidiary in Argentina. Given the current status of the Argentinean
economy, the recent devaluation of the Argentinean peso as well as future
economic prospects, including a worsening of the recession, we recorded an
estimated loss of $637 million ($637 million after-tax, or $.23 per diluted
share) based on CTI's current financial position and revised expected results of
operations. This loss was an estimation since the Argentinean economy
deteriorated very rapidly at year-end and is continuing to reflect instability.
This estimated loss may not be sufficient when our assessment of the economic
impact on CTI, as well as the structure and nature of our continuing involvement
in CTI, is completed. We also recorded a loss of $35 million ($26 million
after-tax, or $.01 per diluted share) related to international losses.
In 2000, we recorded a pretax charge of $50 million ($50 million after-tax, or
$.02 per diluted share) associated with our share of costs incurred at two of
our international equity investees to complete employee separation programs.
- --------------------------------------------------------------------------------
Wireless Joint Venture
- --------------------------------------------------------------------------------
On April 3, 2000, Verizon and Vodafone consummated the previously announced
agreement to combine U.S. wireless and paging operations. In July 2000,
following the closing of the Bell Atlantic-GTE merger, interests in GTE's U.S.
wireless operations were contributed to Verizon Wireless. As a result, Verizon
owns an economic interest of 55% and Vodafone owns an economic interest of 45%
in the wireless joint venture.
12
<PAGE>
Adjusted results of operations for 1999 reflect the impact of the wireless joint
venture for the comparable period in 1999 so that the financial information is
presented on a comparable basis with 2000.
- --------------------------------------------------------------------------------
Other Charges and Special Items
- --------------------------------------------------------------------------------
Other charges and special items recorded during 2001 include asset impairments
related to property sales and facility consolidation of $151 million ($95
million after-tax, or $.03 per diluted share).
Other charges and special items recorded during 2000 included the write-off of
our investment in NorthPoint Communications Corp. (NorthPoint) of $155 million
($153 million after-tax, or $.06 per diluted share) as a result of the
deterioration in NorthPoint's business, operations and financial condition.
Other charges and special items in 2000 also included the cost of disposing or
abandoning redundant assets and discontinued system development projects in
connection with the Bell Atlantic-GTE merger of $287 million ($175 million
after-tax, or $.06 per diluted share), regulatory settlements of $98 million
($61 million after-tax, or $.02 per diluted share) and other asset write-downs
of $416 million ($290 million after-tax, or $.11 per diluted share).
During 1999, we recorded a special charge of $192 million ($119 million
after-tax, or $.04 per diluted share) primarily associated with employee
separation programs. The charge included separation and related benefits such as
outplacement and benefit continuation costs for approximately 3,000 employees.
The programs were completed in early April 1999, as planned, consistent with the
original cost estimates.
- --------------------------------------------------------------------------------
Extraordinary Items
- --------------------------------------------------------------------------------
During 2001, we retired $726 million of debt prior to the stated maturity date,
resulting in a pretax extraordinary charge of $29 million ($19 million
after-tax, or $.01 per diluted share).
In June 2000, we entered into a series of definitive sale agreements to resolve
service area conflicts prohibited by FCC regulations as a result of the Bell
Atlantic-GTE merger (see "Sales of Assets, Net - Wireless Overlap Sales").
These agreements, which were pursuant to the consent decree issued for the
merger, enabled both the formation of Verizon Wireless and the closing of the
merger. Since the sales were required by the consent decree and occurred after
the merger, the gains on sales were recorded net of taxes as Extraordinary Items
in the consolidated statements of income.
During the second half of 2000, we completed the sale of the Richmond (former
PrimeCo) wireless market to CFW Communications Company in exchange for two
wireless rural service areas in Virginia and cash. The sale resulted in a pretax
gain of $184 million ($112 million after-tax, or $.04 per diluted share). In
addition, we completed the sales of the consolidated markets in Washington and
Texas and unconsolidated interests in Texas (former GTE) to SBC Communications.
The sales resulted in a pretax gain of $886 million ($532 million after-tax, or
$.19 per diluted share). Also, we completed the sale of the San Diego (former
GTE) market to AT&T Wireless. The sale resulted in a pretax gain of $304 million
($182 million after-tax, or $.07 per diluted share). In 2000, we also completed
the sale of the Houston (former PrimeCo) wireless overlap market to AT&T
Wireless, resulting in a pretax gain of $350 million ($213 million after-tax, or
$.08 per diluted share).
During 2000, we retired $190 million of debt prior to the stated maturity date,
resulting in a pretax extraordinary charge of $19 million ($12 million
after-tax, or less than $.01 per diluted share).
During the first quarter of 1999, we repurchased $338 million of high-coupon
debt through a public tender offer prior to stated maturity, resulting in a
pretax extraordinary charge of $46 million ($30 million after-tax, or $.01 per
diluted share). During the second quarter of 1999, we recorded a pretax
extraordinary charge of $10 million ($6 million after-tax, or less than $.01 per
diluted share) associated with the early extinguishment of debentures of our
telephone subsidiaries.
- --------------------------------------------------------------------------------
Cumulative Effect of Accounting Change
- --------------------------------------------------------------------------------
Impact of SFAS No. 133
We adopted the provisions of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," and SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities" on January 1, 2001. The
impact to Verizon pertains to the recognition of changes in the fair value of
derivative instruments. Results for the year ended December 31, 2001 include the
initial impact of adoption recorded as a cumulative effect of an accounting
change of $182 million after-tax (or $.07 per diluted share) in the first
quarter of 2001. This cumulative effect charge primarily relates to the change
in the fair value of the MFN debt conversion option prior to January 1, 2001.
Impact of SAB No. 101
We adopted the provisions of SAB No. 101 in the fourth quarter of 2000,
retroactive to January 1, 2000, as required by the SEC. The impact on our
results pertains to the deferral of some non-recurring fees, such as service
activation and installation fees, and associated incremental direct costs, and
the recognition of those revenues and costs over the expected term of the
customer relationship. Our 2000 results include the initial impact of adoption
recorded as a cumulative effect of an accounting change of $40 million after-tax
(or $.01 per diluted share). Our 1999 adjusted results reflect the impact of the
new rules on revenue recognition as a gain of $8 million after-tax (or less than
$.01 per diluted share), had the rules been effective January 1, 1999.
13
<PAGE>
<TABLE>
<CAPTION>
Special items are reflected in our consolidated statements of income for each period as follows:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Revenues
Operations sold $ -- $ (874) $ (1,390)
Deconsolidation of Genuity -- (529) (807)
Wireless joint venture -- -- 4,282
Other special items -- 119 (1,098)
--------------------------------------------
-- (1,284) 987
--------------------------------------------
Operations and Support Expense
Operations sold -- 325 522
Bell Atlantic-GTE merger-related costs -- 1,056 --
Merger transition costs 1,039 694 205
Severance/retirement enhancement costs and settlement gains 1,596 (911) (663)
Deconsolidation of Genuity -- 829 1,123
International restructuring 672 -- --
Wireless joint venture -- -- (2,695)
Other special items 219 639 1,278
Depreciation and Amortization
Operations sold -- 19 46
Deconsolidation of Genuity -- 112 168
Wireless joint venture -- -- (1,548)
Other special items -- 3 --
Sales of Assets, Net 350 (3,793) (1,379)
--------------------------------------------
3,876 (2,311) (1,956)
--------------------------------------------
Operating Income Impact of Operations Sold -- 530 822
Equity in (Income) Loss From Unconsolidated Businesses
Loss/(gain) on securities 5,869 (3,088) --
Wireless joint venture -- -- 108
Other special items 12 205 (4)
Other (Income) and Expense, Net
Total special items (5) 18 (7)
Interest Expense
Wireless joint venture -- -- (100)
Other special items -- 35 2
Minority Interest
Merger transition costs (108) (204) --
Wireless joint venture -- -- (379)
Mark-to-Market Adjustment - Financial Instruments 182 (664) 664
--------------------------------------------
Total Special Items-Pretax 9,826 (5,479) (850)
Tax effect of special items and other tax-related items (2,226) 2,631 449
--------------------------------------------
Total Special Items-After-Tax 7,600 (2,848) (401)
Extraordinary Items, Net of Tax 19 (1,027) 36
Cumulative Effect of Accounting Change, Net of Tax 182 40 --
Redemption of Subsidiary Preferred Stock -- 10 --
--------------------------------------------
Total Special Items $ 7,801 $ (3,825) $ (365)
============================================
</TABLE>
14
<PAGE>
- --------------------------------------------------------------------------------
Other Consolidated Results
- --------------------------------------------------------------------------------
The following discussion of nonoperating items is based on the amounts reported
in our consolidated financial statements.
Other Income and (Expense), Net (dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Interest income $ 383 $ 281 $ 101
Foreign exchange gains (losses), net 32 (11) 11
Other, net 34 41 31
-------------------------------------
Total $ 449 $ 311 $ 143
=====================================
The changes in other income and expense in 2001, compared to 2000, were
primarily due to changes in interest income and foreign exchange gains and
losses. We recorded additional interest income in 2001 primarily as a result of
interest on several notes receivable, higher average cash balances and the
settlement of tax-related matters. The change in interest income in 2000,
compared to 1999, was the result of higher levels of short-term investments,
income from our investment in MFN's subordinated debt securities and the
favorable settlement of a tax-related matter.
Foreign exchange gains in 2001 and 2000 were driven primarily by Iusacell, which
uses the Mexican peso as its functional currency. Foreign exchange gains or
losses are largely associated with the U.S. dollar denominated debt issued by
Iusacell.
Interest Expense (dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Total interest expense $ 3,369 $ 3,490 $ 2,616
Capitalized interest costs 368 230 146
-------------------------------------
Total interest costs on debt balances $ 3,737 $ 3,720 $ 2,762
=====================================
Average debt outstanding $ 62,622 $ 51,987 $ 40,821
Effective interest rate 6.0% 7.2% 6.8%
The rise in interest costs on debt balances in both 2001 and 2000 was
principally due to higher average debt levels. The increase in debt levels for
both years was mainly the result of funding for capital expenditures primarily
in our Domestic Telecom and Domestic Wireless segments and the debt assumed by
Verizon Wireless in connection with the formation of Verizon Wireless. The rise
in interest costs in 2001 was partially offset by lower average interest rates.
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Minority interest $ (622) $ (216) $ (159)
The increase in minority interest during 2001 compared to 2000 is due to higher
earnings at Verizon Wireless and the significant minority interest attributable
to Vodafone.
The increase in minority interest in 2000 was primarily due to the impact of the
wireless joint venture with Vodafone. This increase was partially offset by the
redemption in October 1999 and March 2000 of preferred securities issued by our
subsidiary GTE Delaware, L.P. and higher operating losses at Iusacell and CTI.
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Effective income tax rates 78.7% 39.3% 37.0%
The effective income tax rate is the provision for income taxes as a percentage
of income before the provision for income taxes. Our effective income tax rate
for 2001 is not consistent with 2000 primarily because tax benefits were not
available on many of the losses resulting from the other than temporary decline
in market value of several of our investments during 2001.
Our reported effective tax rate for 2000 was higher than 1999 primarily due to
some merger-related costs for which no tax benefits were recorded, the
write-down of some investments for which no tax benefits were recorded, deferred
taxes recorded in connection with the contribution of GTE Wireless assets to
Verizon Wireless and higher state income taxes.
A reconciliation of the statutory federal income tax rate to the effective
income tax rate for each period is included in Note 20 to the consolidated
financial statements.
15
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Financial Condition
- --------------------------------------------------------------------------------
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Cash Flows Provided By (Used In)
Operating activities $ 19,773 $ 15,827 $ 17,017
Investing activities (21,626) (16,055) (17,420)
Financing activities 2,075 (1,048) 1,732
---------------------------------------
Increase (Decrease) in Cash and Cash
Equivalents $ 222 $ (1,276) $ 1,329
=======================================
We use the net cash generated from our operations and from external financing to
fund capital expenditures for network expansion and modernization, pay
dividends, and invest in new businesses. While current liabilities exceeded
current assets at December 31, 2001 and 2000, our sources of funds, primarily
from operations and, to the extent necessary, from readily available external
financing arrangements, are sufficient to meet ongoing operating and investing
requirements. We expect that capital spending requirements will continue to be
financed primarily through internally generated funds. Additional debt or equity
financing will be needed to fund additional development activities or to
maintain our capital structure to ensure our financial flexibility.
- --------------------------------------------------------------------------------
Cash Flows Provided By Operating Activities
- --------------------------------------------------------------------------------
Our primary source of funds continues to be cash generated from operations. In
2001, the increase in cash from operations compared to 2000 primarily reflects
improved results of operations before gains and losses on asset sales and the
mark-to-market adjustments of financial instruments, which are adjusted in cash
from operating activities, partially offset by an increase in working capital
requirements.
Decreased cash flow from operations during 2000 resulted primarily from the
payment of income taxes on the disposition of businesses and assets. See "Cash
Flows Used In Investing Activities" for additional information on sales of
businesses and assets. Improved cash flows from operations during 1999 resulted
from growth in operating income, partially offset by changes in assets and
liabilities.
In 1999, the change in assets and liabilities largely reflects growth in
customer accounts receivable and a reduction in employee benefit obligations
primarily due to favorable investment returns and changes in plan provisions and
actuarial assumptions.
- --------------------------------------------------------------------------------
Cash Flows Used In Investing Activities
- --------------------------------------------------------------------------------
Capital expenditures continue to be our primary use of capital resources. We
invested approximately $11,480 million in our Domestic Telecom business in 2001,
compared to $12,119 million and $10,087 million in 2000 and 1999, respectively,
to facilitate the introduction of new products and services, enhance
responsiveness to competitive challenges and increase the operating efficiency
and productivity of the network. We also invested approximately $5,006 million
in our Domestic Wireless business in 2001, compared to $4,322 million and $1,497
million, respectively, in 2000 and 1999. The increase in 2001 and 2000 is
primarily due to the inclusion of both Vodafone and PrimeCo properties in
Verizon Wireless in April 2000, as well as increased capital spending in
existing Bell Atlantic and GTE wireless properties.
Capital spending is expected to be approximately $15 billion to $16 billion in
2002.
We invested $3,142 million in acquisitions and investments in businesses during
2001, including $1,691 million related to wireless licenses purchased in
connection with an FCC auction (see "Recent Developments - FCC Auction" for
additional information), $410 million for additional wireless spectrum purchased
from another telecommunications carrier and $194 million in wireless properties.
In addition, we invested $497 million to acquire the directory business of
TELUS. In 2000, we invested $2,247 million in acquisitions and investments
including approximately $715 million in the equity of MFN and $1,028 million in
wireless properties. In 1999, we invested $5,219 million in acquisitions and
investments including $3,250 million to acquire approximately half of the
wireless properties of Ameritech Corporation, $635 million to increase our
ownership percentage in Omnitel from 19.7% to 23.1%, $374 million to fully
acquire the cellular properties of Frontier Cellular, $200 million in PrimeCo,
$366 million for a 40% interest in TELPRI and $120 million for the purchase of
the wireless license in Buenos Aires, Argentina.
In 2001, we received cash proceeds on sales of businesses and assets of $415
million, including cash proceeds of $200 million and $215 million in connection
with sales of our Cincinnati and Chicago wireless overlap properties,
respectively. In 2000, we received cash proceeds on sales of businesses and
assets of $6,794 million, including gross cash proceeds of $4,903 million from
the sale of non-strategic access lines and $1,464 million from overlap wireless
properties, as well as $144 million from the sale of CyberTrust. In 1999, we
received cash proceeds on sales of businesses and assets of $1,813 million,
including $1,196 million from the sale of a substantial portion of GTE
Government Systems and $612 million from the disposition of our remaining
investment in Viacom.
During 2000, we also invested $975 million in subordinated convertible notes of
MFN, in connection with our overall investment in MFN, as well as $45 million in
OnePoint Communications Corp. notes. The MFN notes were originally issued to be
convertible at our option, upon receipt of necessary government approvals, into
MFN common stock at a conversion price of $17 per share (after two-for-one stock
split) or an additional 9.6% of the equity of MFN. This investment completed a
portion of our previously announced agreement, as amended, with MFN, which
included the acquisition of approximately $350 million of long-term capacity in
MFN's fiber optic networks, beginning in 1999 through 2002. Of the $350 million,
$35 million was paid in November 1999, $105 million was paid in October 2000 and
$95 million was paid in 2001, and these amounts are included in net cash
provided by operating activities. However, in 2001 we renegotiated several
significant terms of our MFN investment and commitments, in connection with a
new financing arrangement. We purchased an additional $50 million of
subordinated convertible notes, that are convertible into MFN common stock at a
conversion price of $.53 per share. This new financing arrangement also repriced
$500 million of the subordinated convertible notes purchased in 2000 at a
conversion price of $3 per share (from $17 per share).
16
<PAGE>
Furthermore, the remaining obligations under the long-term capacity agreement of
$115 million will be satisfied through purchases in the amount of $90 million in
2002, $10 million in 2003 and 2004, and $5 million in 2005.
Our short-term investments include principally cash equivalents held in trust
accounts for payment of employee benefits. In 2001, 2000 and 1999, we invested
$2,002 million, $1,204 million and $1,051 million, respectively, in short-term
investments, primarily to pre-fund health and welfare benefits. Proceeds from
the sales of all short-term investments, principally for the payment of these
benefits, were $1,595 million, $983 million and $954 million in the years 2001,
2000 and 1999, respectively.
In 2001, Other, net investing activities include loans to Genuity of $1,150
million. In addition, we received a deposit of $191 million related to a sale of
telephone lines, $167 million in connection with CANTV's share repurchase
program and proceeds of $515 million related to prior year wireless asset sales.
Also, Other, net investing activities include capitalized non-network software
of $1,250 million, $1,044 million and $923 million in 2001, 2000 and 1999,
respectively.
The loans to Genuity of $1,150 million are a part of an agreement to provide up
to $2.0 billion in financing to Genuity with a maturity of 2005.
In addition, under the terms of an investment agreement, Vodafone may require us
or Verizon Wireless to purchase up to $20 billion worth of its interest in
Verizon Wireless between 2003 and 2007 at its then fair market value. The
purchase of up to $10 billion may be required during July 2003 or July 2004 and
the remainder during the following years.
- --------------------------------------------------------------------------------
Cash Flows Provided By (Used In) Financing Activities
- --------------------------------------------------------------------------------
The net cash proceeds from increases in our total debt during 2001 of $6,064
million was primarily due to the issuance of $7,002 million of long-term debt by
Verizon Global Funding Corp., partially offset by repayments of $980 million of
maturities of corporate long-term debt. In addition, Verizon Wireless issued
$4,555 million of long-term debt and repaid $4,690 million of revolving loans,
while Domestic Telecom incurred $2,303 million of long-term debt, repaid $573
million of net short-term debt and retired $1,430 million of long-term debt. In
2000, the net cash proceeds from increases in our total debt of $5,058 million
was primarily due to the issuance of $5,500 million of long-term notes issued by
Verizon Global Funding. The increase in total debt was also attributable to the
issuance of $893 million of notes under a medium-term note program, $657 million
of financing transactions of cellular assets, $398 million of long-term bank
debt at Verizon Wireless and an increase in other short-term borrowings,
partially offset by repayments of long-term debt. In 1999, we increased our
total debt (including capital lease obligations) by approximately $6,592
million, primarily due to the issuance of $4,375 million of long-term debt
issued by GTE. Our debt balance at December 31, 1999 also included $456 million
of additional debt issued by Iusacell in 1999. These factors were partially
offset by the use of cash proceeds received from the disposition of our
remaining investment in Viacom. The pre-funding of employee benefit trusts also
contributed to the increase in debt levels in 2001, 2000 and 1999. Additionally,
the purchases of shares to fund employee stock option exercises contributed to
the increase in debt levels in 2000 and 1999.
Our debt to equity ratio was 66.4% at December 31, 2001, compared to 62.4% at
December 31, 2000.
As of December 31, 2001, we had approximately $7.9 billion of unused bank lines
of credit and $449 million in bank borrowings outstanding. As of December 31,
2001, our telephone and financing subsidiaries had shelf registrations for the
issuance of up to $11.9 billion of unsecured debt securities. The debt
securities of our telephone and financing subsidiaries continue to be accorded
high ratings by primary rating agencies. However, in April 2001, Moody's
Investors Service (Moody's) revised our credit rating outlook from stable to
negative. Moody's cited concern about our ability to complete an initial public
offering (IPO) of Verizon Wireless in a timely fashion in order to pay for the
anticipated FCC spectrum auction purchases of $8.8 billion (see "Other Factors
That May Affect Future Results - FCC Auction" for additional information on the
current status of the spectrum purchases). A change in an outlook does not
necessarily signal a rating downgrade but rather highlights an issue whose final
resolution may result in placing a company on review for possible downgrade.
As in prior years, dividend payments were a significant use of capital
resources. We determine the appropriateness of the level of our dividend
payments on a periodic basis by considering such factors as long-term growth
opportunities, internal cash requirements, and the expectations of our
shareowners. In 2001, we declared quarterly cash dividends of $.385 per share.
In the first, third and fourth quarters of 2000, we announced a quarterly cash
dividend of $.385 per share. In the second quarter of 2000, we announced two
separate pro rata dividends to ensure that the respective shareowners of Bell
Atlantic and GTE received dividends at an appropriate rate. In 1999, we declared
quarterly cash dividends of $.385 per share.
In 2001 and 2000, common stock repurchases were primarily the result of the
two-year share buyback program approved by the Board of Directors in March 2000
and repurchase of GTE common stock. In 2001 and 2000, .4 million and 35.1
million Verizon common shares were repurchased, respectively. In January 2002,
the Board of Directors approved an extension of the existing buy-back program to
February 2004. In August 1999, GTE announced the initiation of a share
repurchase program to offset shares issued under its employee-benefit and
dividend-reinvestment programs. Under the program, we repurchased approximately
17.7 million shares of GTE common stock in 1999, and completed the program with
the purchase of an additional 8.4 million shares valued at approximately $600
million through February 2000.
- --------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents
- --------------------------------------------------------------------------------
Our cash and cash equivalents at December 31, 2001 totaled $979 million, a $222
million increase over cash and cash equivalents at December 31, 2000 of $757
million. The December 31, 2000 balance decreased by $1,276 million compared to
1999. This change is primarily attributable to the increase in cash at December
31, 1999 for the anticipated funding requirements in early 2000 for our
investment in MFN, which occurred in March 2000.
17
<PAGE>
- --------------------------------------------------------------------------------
Leasing Arrangements
- --------------------------------------------------------------------------------
We are the lessor in leveraged and direct financing lease agreements under which
commercial aircraft and power generating facilities, which comprise the majority
of the portfolio, along with industrial equipment, real estate property,
telecommunications and other equipment are leased for remaining terms of 1 to 46
years as of December 31, 2001. Minimum lease payments receivable represent
unpaid rentals, less principal and interest on third-party nonrecourse debt
relating to leveraged lease transactions. Since we have no general liability for
this debt, which holds a senior security interest in the leased equipment and
rentals, the related principal and interest have been offset against the minimum
lease payments receivable in accordance with generally accepted accounting
principles. All recourse debt is reflected in our consolidated balance sheets.
- --------------------------------------------------------------------------------
Contractual Obligations and Commercial Commitments
- --------------------------------------------------------------------------------
The following table provides a summary of our contractual obligations and
commercial commitments. Additional detail about these items is included in the
notes to the consolidated financial statements.
<TABLE>
<CAPTION>
Payments Due by Period (dollars in millions)
-----------------------------------------------------------------------------------
Contractual Obligations Total Less than 1 year 1-3 years 4-5 years After 5 years
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Long-term debt $ 51,215 $ 5,787 $ 11,322 $ 10,028 $ 24,078
Capital lease obligations 279 50 113 39 77
Operating leases 5,477 723 1,267 1,261 2,226
Other long-term obligations 115 90 20 5 -
-----------------------------------------------------------------------------------
Total contractual cash obligations $ 57,086 $ 6,650 $ 12,722 $ 11,333 $ 26,381
===================================================================================
</TABLE>
- --------------------------------------------------------------------------------
Market Risk
- --------------------------------------------------------------------------------
We are exposed to various types of market risk in the normal course of our
business, including the impact of interest rate changes, foreign currency
exchange rate fluctuations, changes in equity investment prices and changes in
corporate tax rates. We employ risk management strategies using a variety of
derivatives, including interest rate swap agreements, interest rate caps and
floors, foreign currency forwards and options, equity options and basis swap
agreements. We do not hold derivatives for trading purposes.
It is our general policy to enter into interest rate, foreign currency and other
derivative transactions only to the extent necessary to achieve our desired
objectives in limiting our exposures to the various market risks. Our objectives
include maintaining a mix of fixed and variable rate debt to lower borrowing
costs within reasonable risk parameters and to protect against earnings and cash
flow volatility resulting from changes in market conditions. We do not hedge our
market risk exposure in a manner that would completely eliminate the effect of
changes in interest rates, equity prices and foreign exchange rates on our
earnings. While we do not expect that our liquidity and cash flows will be
materially affected by these risk management strategies, our net income may be
materially affected by market risks associated with the exchangeable notes
discussed below.
- --------------------------------------------------------------------------------
Exchangeable Notes
- --------------------------------------------------------------------------------
In 1998, we issued exchangeable notes as described in Notes 10 and 14 to the
consolidated financial statements and discussed earlier under "Mark-to-Market
Adjustment - Financial Instruments." These financial instruments expose us to
market risk, including:
. Equity price risk, because the notes are exchangeable into shares that are
traded on the open market and routinely fluctuate in value.
. Foreign exchange rate risk, because the notes are exchangeable into shares
that are denominated in a foreign currency.
. Interest rate risk, because the notes carry fixed interest rates.
Periodically, equity price or foreign exchange rate movements may require us to
mark-to-market the exchangeable note liability to reflect the increase or
decrease in the current share price compared to the established exchange price,
resulting in a charge or credit to income. The following sensitivity analysis
measures the effect on earnings and financial condition due to changes in the
underlying share prices of the TCNZ, C&W and NTL stock.
. At December 31, 2001, the exchange price for the TCNZ shares (expressed as
American Depositary Receipts) was $44.93. The C&W and NTL notes in the
amount of $3,180 million are exchangeable into 128.4 million shares of C&W
stock and 24.5 million shares of NTL stock.
. For each $1 increase in the value of the TCNZ shares above the exchange
price, our pretax earnings would be reduced by approximately $55 million.
Assuming the aggregate value of the C&W and NTL stocks exceeds the value of
the debt liability, each $1 increase in the value of the C&W shares
(expressed as American Depositary Receipts) or NTL shares would reduce our
pretax earnings by approximately $43 million or $24 million, respectively.
A subsequent decrease in the value of these shares would correspondingly
increase earnings, but not to exceed the amount of any previous reduction
in earnings.
. Our cash flows would not be affected by mark-to-market activity relating to
the exchangeable notes.
. If we decide to deliver shares in exchange for the notes, the exchangeable
note liability (including any mark-to-market adjustments) will be
eliminated and the investment will be reduced by the fair market value of
the related number of shares delivered. Upon settlement, the excess of the
liability over the book value of the related shares delivered will be
recorded as a gain. We also have the option to settle these liabilities
with cash upon exchange.
18
<PAGE>
- --------------------------------------------------------------------------------
Interest Rate Risk
- --------------------------------------------------------------------------------
The table that follows summarizes the fair values of our long-term debt,
interest rate derivatives and exchangeable notes as of December 31, 2001 and
2000. The table also provides a sensitivity analysis of the estimated fair
values of these financial instruments assuming 100-basis-point upward and
downward parallel shifts in the yield curve. Our sensitivity analysis did not
include the fair values of our commercial paper and bank loans because they are
not significantly affected by changes in market interest rates.
<TABLE>
<CAPTION>
(dollars in millions)
Fair Value assuming Fair Value assuming
At December 31, 2001 Fair Value +100 basis point shift -100 basis point shift
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Long-term debt and interest rate derivatives $ 45,736 $ 43,667 $ 47,973
Exchangeable notes 5,678 5,538 5,786
------------------------------------------------------------------------------
Total $ 51,414 $ 49,205 $ 53,759
==============================================================================
At December 31, 2000
- --------------------------------------------------------------------------------------------------------------------------------
Long-term debt and interest rate derivatives $ 38,117 $ 36,309 $ 39,990
Exchangeable notes 5,694 5,558 5,830
------------------------------------------------------------------------------
Total $ 43,811 $ 41,867 $ 45,820
==============================================================================
</TABLE>
- --------------------------------------------------------------------------------
Equity Risk
- --------------------------------------------------------------------------------
The fair values of some of our investments, primarily in common stock, expose us
to equity price risk. These investments are subject to changes in the market
prices of the securities. As noted earlier, the fair values of our exchangeable
notes are also affected by changes in equity price movements. The table that
follows summarizes the fair values of our investments and exchangeable notes and
provides a sensitivity analysis of the estimated fair values of these financial
instruments assuming a 10% increase or decrease in equity prices.
<TABLE>
<CAPTION>
(dollars in millions)
Fair Value assuming 10% Fair Value assuming 10%
At December 31, 2001 Fair Value decrease in equity price increase in equity price
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity price sensitive cost investments,
at fair value and derivatives $ 2,189 $ 2,008 $ 2,369
Exchangeable notes (5,678) (5,677) (5,680)
------------------------------------------------------------------------------
Total $ (3,489) $ (3,669) $ (3,311)
==============================================================================
At December 31, 2000
- --------------------------------------------------------------------------------------------------------------------------------
Equity price sensitive cost investments,
at fair value and derivatives $ 4,715 $ 4,239 $ 5,191
Exchangeable notes (5,694) (5,604) (5,799)
-----------------------------------------------------------------------------
Total $ (979) $ (1,365) $ (608)
==============================================================================
</TABLE>
- --------------------------------------------------------------------------------
Foreign Currency Translation
- --------------------------------------------------------------------------------
The functional currency for nearly all of our foreign operations is the local
currency. The translation of income statement and balance sheet amounts of these
entities into U.S. dollars are recorded as cumulative translation adjustments,
which are included in Accumulated Other Comprehensive Loss in our consolidated
balance sheets. At December 31, 2001, our primary translation exposure was to
the Mexican peso, Canadian dollar, Italian lira, and beginning January 1, 2002,
the Euro. We have not hedged our accounting translation exposure to foreign
currency fluctuations relative to the carrying value of these investments,
except for $167 million in hedges which protect a portion of U.S. dollar debt at
Iusacell from foreign currency fluctuations. In 2001, 2000 and 1999, our
earnings were affected by foreign currency gains or losses associated with the
unhedged portion of U.S. dollar denominated debt at Iusacell.
Equity income from our international investments is affected by exchange rate
fluctuations when an equity investee has assets and liabilities denominated in a
currency other than the investee's functional currency. Several of our equity
investees have assets and liabilities denominated in a currency other than the
investee's functional currency, such as our investments in Venezuela, Canada,
the Philippines and Slovakia.
- --------------------------------------------------------------------------------
Foreign Exchange Risk
- --------------------------------------------------------------------------------
The fair values of our foreign currency derivatives and investments accounted
for under the cost method are subject to fluctuations in foreign exchange rates.
We use forward foreign currency exchange contracts to offset foreign exchange
gains and losses on British pound and Japanese yen denominated debt obligations.
The table that follows summarizes the fair values of our foreign currency
derivatives, cost investments, and the exchangeable notes as of December 31,
2001 and 2000. The table also provides a sensitivity analysis of the estimated
fair values of these financial instruments assuming a 10% decrease and increase
in the value of the U.S. dollar against the various currencies to which we are
exposed. Our sensitivity analysis does not include potential changes in the
value of our international investments accounted for under the equity method. As
of December 31, 2001, the carrying value of our equity method international
investments totaled approximately $5.7 billion.
19
<PAGE>
<TABLE>
<CAPTION>
(dollars in millions)
Fair Value assuming 10% Fair Value assuming 10%
At December 31, 2001 Fair Value decrease in US$ increase in US$
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Foreign exchange sensitive cost investments and
foreign currency derivatives $ 1,433 $ 1,581 $ 1,316
Exchangeable notes (5,678) (5,680) (5,677)
------------------------------------------------------------------
Total $ (4,245) $ (4,099) $ (4,361)
==================================================================
At December 31, 2000
- ----------------------------------------------------------------------------------------------------------------------
Foreign exchange sensitive cost investments and
foreign currency derivatives $ 4,159 $ 4,585 $ 3,818
Exchangeable notes (5,694) (5,799) (5,604)
------------------------------------------------------------------
Total $ (1,535) $ (1,214) $ (1,786)
==================================================================
</TABLE>
- --------------------------------------------------------------------------------
Other Factors That May Affect Future Results
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Genuity and Bell Atlantic - GTE Merger
- --------------------------------------------------------------------------------
Genuity, formerly a wholly owned subsidiary of GTE, operates a tier-one
interLATA Internet backbone and related data businesses. The transition of
Genuity to a public company was part of a comprehensive proposal filed with the
FCC on January 27, 2000, to permit the Bell Atlantic-GTE merger to close by
addressing regulatory restrictions associated with Verizon's ability to provide
long distance and Internet-related data service offerings that GTE had
previously provided to consumers and businesses.
In accordance with the provisions of an FCC order, in June 2000 Genuity sold 174
million of its Class A common shares, representing 100% of the issued and
outstanding Class A common stock and 90.5% of the overall voting equity in
Genuity, in an IPO. GTE retained 100% of Genuity's Class B common stock, which
currently represents 8.2% of the voting equity in Genuity, as permitted by the
1996 Act. Our investment also includes a contingent conversion right.
Our contingent conversion right currently permits us to increase our ownership
interest to as much as 79.6% of the total equity of Genuity, representing 95.1%
of Genuity's total voting rights (before giving effect to outstanding options
granted to Genuity employees), if we eliminate the applicable restrictions of
Section 271 of the 1996 Act as to 100% of the total telephone access lines owned
by Bell Atlantic in 1999 in its region. This option expires if we do not
eliminate these restrictions within five years of the merger, subject to
possible extension. If we eliminate Section 271 restrictions as to 95% of the
former Bell Atlantic in-region lines, we may require Genuity to reconfigure its
operations in one or more former Bell Atlantic in-region states where we have
not eliminated those restrictions in order to bring those operations into
compliance with Section 271. The FCC order also allows us to transfer our Class
B common stock to a disposition trustee for sale to one or more third parties
once we eliminate Section 271 restrictions on at least 50% of the former Bell
Atlantic in-region access lines. As of December 31, 2001, we have eliminated
Section 271 restrictions as to more than 50% of the former Bell Atlantic
in-region access lines.
The IPO transferred the majority ownership and control of Genuity to the public
shareholders and, accordingly, we deconsolidated our investment in Genuity on
June 30, 2000. In addition to the transfer, we are also required to adhere to
safeguards in the FCC's order that prohibit us from exercising influence over
Genuity's operations. Therefore, we are accounting for our investment in Genuity
using the cost method.
Federal and state regulatory conditions to the merger also included commitments
to, among other things, promote competition and the widespread deployment of
advanced services while helping to ensure that consumers continue to receive
high-quality, low-cost telephone services. In some cases, there are significant
penalties associated with not meeting these commitments. The cost of satisfying
these commitments could have a significant impact on net income in future
periods. The pretax cost to begin compliance with these conditions was
approximately $200 million in 2000 and approximately $300 million in 2001. We
expect an impact of $200 million to $300 million in 2002.
- --------------------------------------------------------------------------------
Recent Developments
- --------------------------------------------------------------------------------
VERIZON WIRELESS
FCC Auction
On January 29, 2001, the bidding phase of the FCC reauction of 1.9 GHz C and F
block broadband Personal Communications Services spectrum licenses, which began
December 12, 2000, officially ended. Verizon Wireless was the winning bidder for
113 licenses. The total price of these licenses was $8,781 million, $1,822
million of which has already been paid. Most of the licenses that were
reauctioned relate to spectrum that was previously licensed to NextWave Personal
Communications Inc. and NextWave Power Partners Inc. (collectively NextWave),
which have appealed to the federal courts the FCC's action canceling NextWave's
licenses and reclaiming the spectrum.
In a decision on June 22, 2001, the U.S. Court of Appeals for the D.C. Circuit
ruled that the FCC's cancellation and repossession of NextWave's licenses was
unlawful. The FCC sought a stay of the court's decision which was denied. The
FCC subsequently reinstated NextWave's licenses, but it has neither returned
Verizon Wireless's payment on the NextWave licenses nor has it acknowledged that
the court's decision extinguished Verizon Wireless's obligation to purchase the
licenses. On October 19, 2001 the FCC filed a petition with the U.S. Supreme
Court to reverse the U.S. Court of Appeals for the D.C. Circuit's decision. On
March 4, 2002, the U.S. Supreme Court granted the FCC's petition and agreed to
hear the appeal.
20
<PAGE>
Timing of Initial Public Offering
In November 2001, Verizon Wireless Inc. filed an amended registration statement
with the SEC in connection with the proposed IPO of its common stock. Since
August 2000, when the Verizon Wireless Inc. registration statement was initially
filed with the SEC, we have periodically reiterated that the IPO would occur
when market conditions are favorable.
Acquisition of Several Dobson's Wireless Operations
In November and December 2001, we announced that Verizon Wireless signed
definitive agreements to acquire several of Dobson Communications Corporation's
(Dobson) wireless operations in California, Georgia, Ohio, Tennessee and
Arizona. The transactions closed in February 2002. The acquired Dobson
properties serve a population of approximately 1.2 million.
SALE OF ACCESS LINES
In July 2001, we announced that we were exploring the sale of 1.2 million access
lines in Alabama, Kentucky and Missouri.
In October 2001, we agreed to sell all 675,000 of our switched access telephone
lines in Alabama and Missouri to CenturyTel Inc. for $2.2 billion. The sale must
be approved by the Missouri public service commission, the FCC and the DOJ. The
Alabama public service commission approved the sale in December 2001. We expect
to close the sale and transfer our operations to CenturyTel during the second
half of 2002.
Also in October 2001, we agreed to sell approximately 600,000 access lines in
Kentucky to ALLTEL for $1.9 billion. The sale has been approved by the Kentucky
public service commission, and remains subject to approval by the FCC and the
DOJ. We expect to close the sale and transfer our operations to ALLTEL during
the second half of 2002.
- --------------------------------------------------------------------------------
Regulatory and Competitive Trends
- --------------------------------------------------------------------------------
COMPETITION AND THE TELECOMMUNICATIONS ACT OF 1996
We face increasing competition in all areas of our business. The 1996 Act,
regulatory and judicial actions and the development of new technologies,
products and services have created opportunities for alternative
telecommunication service providers, many of which are subject to fewer
regulatory constraints. Current and potential competitors in telecommunication
services include long distance companies, other local telephone companies, cable
companies, wireless service providers, foreign telecommunications providers,
electric utilities, Internet service providers and other companies that offer
network services. Many of these companies have a strong market presence, brand
recognition and existing customer relationships, all of which contribute to
intensifying competition and may affect our future revenue growth.
We are unable to predict definitively the impact that the ongoing changes in the
telecommunications industry will ultimately have on our business, results of
operations, or financial condition. The financial impact will depend on several
factors, including the timing, extent and success of competition in our markets,
the timing and outcome of various regulatory proceedings and any appeals, and
the timing, extent and success of our pursuit of new opportunities resulting
from the 1996 Act and technological advances.
In-Region Long Distance
We offer long distance service nationwide, except in those states served by the
former Bell Atlantic telephone operations where we have not yet received
authority to offer long distance service under the 1996 Act. Under the 1996 Act,
our ability to offer in-region long distance services in the states where the
former Bell Atlantic telephone subsidiaries operate as local exchange carriers
is largely dependent on satisfying specified requirements. The requirements
include a 14-point "competitive checklist" of steps which we must take to help
competitors offer local services through resale, through purchase of unbundled
network elements, or by interconnecting their own networks to ours. We must also
demonstrate to the FCC that our entry into the in-region long distance market
would be in the public interest.
We now have authority to offer in-region long distance service in five states in
the former Bell Atlantic territory, accounting for more than half of the lines
served by the former Bell Atlantic. In addition to its New York order released
in December 1999, the FCC released orders on April 16, 2001, July 23, 2001,
September 19, 2001 and February 22, 2002 approving our applications for
permission to enter the in-region long distance market in Massachusetts,
Connecticut, Pennsylvania and Rhode Island, respectively. Both the Massachusetts
and Pennsylvania orders are currently on appeal to the U.S. Court of Appeals.
We have filed applications with the FCC to offer long distance service in New
Jersey and Vermont. We expect the FCC to rule on those applications by March 20,
2002 and April 17, 2002, respectively. We have also filed state applications for
support of anticipated applications with the FCC for permission to enter the
in-region long distance market in New Hampshire, Maine and Delaware. Third-party
testing of our operations support systems is in its final stages in Virginia,
West Virginia, Maryland and the District of Columbia.
FCC REGULATION AND INTERSTATE RATES
Our telephone operations are subject to the jurisdiction of the FCC with respect
to interstate services and related matters. In 2001, the FCC continued to
implement reforms to the interstate access charge system and to implement the
"universal service" and other requirements of the 1996 Act.
Access Charges and Universal Service
On May 31, 2000, the FCC adopted the CALLS plan as a comprehensive five-year
plan for regulation of interstate access charges. The CALLS plan has three main
components. First, it establishes a portable interstate access universal service
support of $650 million for the industry. This explicit support replaces
implicit support embedded in interstate access charges. Second, the plan
simplifies the patchwork of common line charges into one subscriber line charge
(SLC) and provides for de-averaging of the SLC by zones and class of customers
in a manner that will not undermine comparable and affordable universal service.
Third, the plan sets into place a mechanism to transition to a set target of
$.0055 per minute for switched access services. Once that target rate is
reached, local exchange carriers are no longer required to make further annual
21
<PAGE>
price cap reductions to their switched access prices. The annual reductions
leading to the target rate, as well as annual reductions for the subset of
special access services that remain subject to price cap regulation was set at
6.5% per year.
On September 10, 2001, the U.S. Court of Appeals for the Fifth Circuit ruled on
an appeal of the FCC order adopting the plan. The court upheld the FCC on
several challenges to the order, but remanded two aspects of the decision back
to the FCC on the grounds that they lacked sufficient justification. The court
remanded back to the FCC for further consideration its decision setting the
annual reduction factor at 6.5% and the size of the new universal service fund
at $650 million. The entire plan (including these elements) will continue in
effect pending the FCC's further consideration of its justification of these
components.
As a result of tariff adjustments which became effective in July 2001,
approximately 80% of our access lines reached the $0.0055 benchmark.
The FCC has adopted rules for special access services that provide for pricing
flexibility and ultimately the removal of services from price regulation when
prescribed competitive thresholds are met. In order to use these rules, carriers
must forego the ability to take advantage of provisions in the current rules
that provide relief in the event earnings fall below prescribed thresholds. In
2001 we were authorized to remove special access and dedicated transport
services from price caps in 35 of the 57 Metropolitan Statistical Areas (MSAs)
in the former Bell Atlantic territory and in three additional MSAs in the former
GTE territory. In addition, the FCC found that in 10 MSAs we have met the
stricter standards to remove special access connections to end-user customers
from price caps. We have an application pending that, if granted, would remove
special access services from price cap regulation in 16 additional MSAs.
In November 1999, the FCC adopted a new mechanism for providing universal
service support to high cost areas served by large local telephone companies.
This funding mechanism provides additional support for local telephone services
in several states served by our telephone operations. This system has been
supplemented by the new FCC access charge plan described above. On July 31,
2001, the U.S. Court of Appeals for the Tenth Circuit reversed and remanded to
the FCC for further proceedings. The court concluded that the FCC had failed to
adequately explain some aspects of its decision and had failed to address any
need for a state universal service mechanism. The current universal service
mechanism remains in place pending the outcome of any FCC review as a result of
these appeals.
Unbundling of Network Elements
In November 1999, the FCC announced its decision setting forth new unbundling
requirements, eliminating elements that it had previously required to be
unbundled, limiting the obligation to provide others and adding new elements.
Appeals from this decision are pending.
In addition to the unbundling requirements released in November 1999, the FCC
released an order in a separate proceeding in December 1999, requiring incumbent
local exchange companies also to unbundle and provide to competitors the higher
frequency portion of their local loop. This provides competitors with the
ability to provision data services on top of incumbent carriers' voice services.
Appeals from this order are also pending.
In July 2000, the U.S. Court of Appeals for the Eighth Circuit found that some
aspects of the FCC's requirements for pricing UNEs were inconsistent with the
1996 Act. In particular, it found that the FCC was wrong to require incumbent
carriers to base these prices not on their real costs but on the imaginary costs
of the most efficient equipment and the most efficient network configuration.
This portion of the court's decision has been stayed pending review by the U.S.
Supreme Court. In addition, the court upheld the FCC's decision that UNEs should
be priced based on a forward-looking cost model rather than historical costs.
The U.S. Supreme Court currently has this case under review.
In December 2001, the FCC opened its triennial review of unbundled network
elements. This rulemaking reopens the question of what network elements must be
made available on an unbundled basis under the 1996 Act and will revisit the
unbundling decisions described above. In this rulemaking, the FCC also will
address other pending issues relating to unbundled elements, including the
question of whether competing carriers may substitute combinations of unbundled
loops and transport for already competitive special access services.
Compensation for Internet Traffic
On April 27, 2001, the FCC released an order addressing intercarrier
compensation for dial-up connections for Internet-bound traffic. The FCC found
that Internet-bound traffic is interstate and subject to the FCC's jurisdiction.
Moreover, the FCC again found that Internet-bound traffic is not subject to
reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the
FCC established federal rates for this traffic that decline from $0.0015 to
$0.0007 over a three-year period. The FCC order also sets caps on the total
minutes of this traffic that may be subject to any intercarrier compensation and
requires that incumbent local exchange carriers must offer to pay reciprocal
compensation for local traffic at the same rate as they are required to pay on
Internet-bound traffic. Several competing carriers and state regulators appealed
this order to the U.S. Court of Appeals for the D.C. Circuit. The court denied a
motion to stay the FCC order, and the order went into effect. The appeal remains
pending.
STATE REGULATION
On January 28, 2002, the New York Public Service Commission issued an order
mandating reductions in the rates that Verizon New York Inc. may charge its
local exchange competitors for access to unbundled network elements. Assuming
current volumes, the revenue impact of the reductions is estimated to be $200
million per year, although this amount may change if volumes change.
Verizon New York has separately been involved in proceedings before the New York
Public Service Commission relating to an alternative regulation plan to replace
and succeed the current Performance Regulation Plan, put in place in 1995. Under
the new two year plan, Verizon New York would be permitted to exercise rate
flexibility up to 3% of its total intrastate revenues annually, or approximately
$160 million.
22
<PAGE>
- --------------------------------------------------------------------------------
Other Matters
- --------------------------------------------------------------------------------
Recent Accounting Pronouncements
Business Combinations
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, "Business Combinations," which applies to business combinations occurring
after June 30, 2001. SFAS No. 141 requires that the purchase method of
accounting be used and includes guidance on the initial recognition and
measurement of goodwill and other intangible assets acquired in the combination.
Goodwill and Other Intangible Assets
In June 2001, the FASB also issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under prescribed conditions) for impairment in
accordance with this statement. This impairment test uses a fair value approach
rather than the undiscounted cash flows approach previously required by SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." The goodwill impairment test under SFAS No. 142
requires a two-step approach, which is performed at the reporting unit level, as
defined in SFAS No. 142. Step one identifies potential impairments by comparing
the fair value of the reporting unit to its carrying amount. Step two, which is
only performed if there is a potential impairment, compares the carrying amount
of the reporting unit's goodwill to its implied value, as defined in SFAS No.
142. If the carrying amount of the reporting unit's goodwill exceeds the implied
fair value of that goodwill, an impairment loss is recognized for an amount
equal to that excess. The amortization of goodwill included in our investments
in equity investees will also no longer be recorded upon adoption of the new
rules. Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives and reviewed for impairment in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
We will adopt SFAS No. 142 effective January 1, 2002. In accordance with the
standard, we are currently in the process of performing the transitional
goodwill impairment tests and evaluating the impact of these tests on our
results of operations and financial position. Any impairment resulting from our
initial application of the standard will be recorded as a cumulative effect of a
change in accounting principle as of January 1, 2002. We have estimated the
impact of no longer amortizing goodwill and intangible assets with indefinite
lives, including wireless licenses, under the new rules of SFAS No. 142 to be
between approximately $.07 per share and $.14 per share. The range represents
our continuing analysis of intangible assets with indefinite lives and
intangible assets that do not have indefinite lives.
Asset Retirement Obligations
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This standard provides the accounting for the cost of legal
obligations associated with the retirement of long-lived assets. SFAS No. 143
requires that companies recognize the fair value of a liability for asset
retirement obligations in the period in which the obligations are incurred and
capitalize that amount as a part of the book value of the long-lived asset. That
cost is then depreciated over the remaining life of the underlying long-lived
asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are
currently evaluating the impact this new standard will have on our future
results of operations or financial position.
Impairment or Disposal of Long-Lived Assets
In August 2001, the FASB issued SFAS No. 144. This standard supersedes SFAS No.
121 and the provisions of Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" with regard to reporting the effects of a disposal of a segment of
a business. SFAS No. 144 establishes a single accounting model for assets to be
disposed of by sale and addresses several SFAS No. 121 implementation issues. We
are required to adopt SFAS No. 144 effective January 1, 2002. We do not expect
the impact of the adoption of SFAS No. 144 to have a material effect on our
results of operations or financial position.
- --------------------------------------------------------------------------------
Cautionary Statement Concerning Forward-Looking Statements
- --------------------------------------------------------------------------------
In this Management's Discussion and Analysis, and elsewhere in this Annual
Report, we have made forward-looking statements. These statements are based on
our estimates and assumptions and are subject to risks and uncertainties.
Forward-looking statements include the information concerning our possible or
assumed future results of operations. Forward-looking statements also include
those preceded or followed by the words "anticipates," "believes," "estimates,"
"hopes" or similar expressions. For those statements, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
The following important factors, along with those discussed elsewhere in this
Annual Report, could affect future results and could cause those results to
differ materially from those expressed in the forward-looking statements:
. the duration and extent of the current economic downturn;
. materially adverse changes in economic conditions in the markets served by
us or by companies in which we have substantial investments;
. material changes in available technology;
. an adverse change in the ratings afforded our debt securities by nationally
accredited ratings organizations;
. the final outcome of federal, state and local regulatory initiatives and
proceedings, including arbitration proceedings, and judicial review of
those initiatives and proceedings, pertaining to, among other matters, the
terms of interconnection, access charges, and unbundled network element and
resale rates;
. the extent, timing, success, and overall effects of competition from others
in the local telephone and toll service markets;
. the timing and profitability of our entry and expansion in the national
long distance market;
. our ability to satisfy regulatory merger conditions and obtain combined
company revenue enhancements and cost savings;
23
<PAGE>
. the profitability of our broadband operations;
. the ability of Verizon Wireless to achieve revenue enhancements and cost
savings, and obtain sufficient spectrum resources;
. the continuing financial needs of Genuity, our ability to convert our
ownership interest in Genuity into a controlling interest consistent with
regulatory conditions, and Genuity's ensuing profitability;
. our ability to recover insurance proceeds relating to equipment losses and
other adverse financial impacts resulting from the terrorist attacks on
September 11, 2001; and
. changes in our accounting assumptions that regulatory agencies, including
the SEC, may require or that result from changes in the accounting rules or
their application, which could result in an impact on earnings.
24
<PAGE>
- --------------------------------------------------------------------------------
Report of Management
- --------------------------------------------------------------------------------
We, the management of Verizon Communications Inc., are responsible for the
consolidated financial statements and the information and representations
contained in this report. The financial statements have been prepared in
conformity with generally accepted accounting principles and include amounts
based on management's best estimates and judgments. Financial information
elsewhere in this report is consistent with that in the financial statements.
Management has established and maintained a system of internal control which is
designed to provide reasonable assurance that errors or irregularities that
could be material to the financial statements are prevented or would be detected
within a timely period. The system of internal control includes widely
communicated statements of policies and business practices, which are designed
to require all employees to maintain high ethical standards in the conduct of
our business. The internal controls are augmented by organizational arrangements
that provide for appropriate delegation of authority and division of
responsibility and by a program of internal audits.
The 2001 and 2000 financial statements have been audited by Ernst & Young LLP,
independent accountants, and the 1999 financial statements have been audited by
other auditors. Their audits were conducted in accordance with generally
accepted auditing standards and included an evaluation of our internal control
structure and selective tests of transactions. The Report of Independent
Accountants follows this report.
The Audit Committee of the Board of Directors, which is composed solely of
outside directors, meets periodically with the independent accountants,
management and internal auditors to review accounting, auditing, internal
controls, litigation and financial reporting matters. Both the internal auditors
and the independent accountants have free access to the Audit Committee without
management present.
/s/Charles R. Lee
- -----------------
Charles R. Lee
Chairman of the Board and Co-Chief Executive Officer
/s/Ivan G. Seidenberg
- ---------------------
Ivan G. Seidenberg
President and Co-Chief Executive Officer
/s/Frederic V. Salerno
- ----------------------
Frederic V. Salerno
Vice Chairman and Chief Financial Officer
/s/Lawrence R. Whitman
- ----------------------
Lawrence R. Whitman
Senior Vice President and Controller
25
<PAGE>
- --------------------------------------------------------------------------------
Report of Independent Accountants
- --------------------------------------------------------------------------------
To the Board of Directors and Shareowners of Verizon Communications Inc.:
We have audited the accompanying consolidated balance sheets of Verizon
Communications Inc. and subsidiaries (Verizon) as of December 31, 2001 and 2000,
and the related consolidated statements of income, cash flows and changes in
shareowners' investment for the years then ended. These financial statements are
the responsibility of Verizon's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements of Verizon for the year ended December 31, 1999 were audited by other
auditors whose reports dated February 14, 2000 (except as to the
pooling-of-interests with GTE Corporation, which is as of June 30, 2000) and
June 30, 2000, expressed unqualified opinions and included explanatory
paragraphs that disclosed a change in the method of accounting for the costs of
computer software developed or obtained for internal use as required by AICPA
Statement of Position No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use."
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit 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 2001 and 2000 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Verizon
at December 31, 2001 and 2000, and the consolidated results of their operations
and their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.
As discussed in Note 15 to the consolidated financial statements, Verizon
changed its method of accounting for derivative instruments in accordance with
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities" effective January
1, 2001.
/s/Ernst & Young LLP
- --------------------
Ernst & Young LLP
New York, New York
January 31, 2002
26
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements of Income Verizon Communications Inc. and Subsidiaries
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Years Ended December 31, 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Revenues $ 67,190 $ 64,707 $ 58,194
Operations and support expense 41,651 39,481 33,730
Depreciation and amortization 13,657 12,261 9,890
Sales of assets, net 350 (3,793) (1,379)
-----------------------------------
Operating Income 11,532 16,758 15,953
Equity in income (loss) from unconsolidated businesses (5,042) 3,792 511
Other income and (expense), net 449 311 143
Interest expense (3,369) (3,490) (2,616)
Minority interest (622) (216) (159)
Mark-to-market adjustment - financial instruments (182) 664 (664)
-----------------------------------
Income before provision for income taxes, extraordinary items and cumulative effect of
accounting change 2,766 17,819 13,168
Provision for income taxes 2,176 7,009 4,872
-----------------------------------
Income Before Extraordinary Items and Cumulative Effect of Accounting Change 590 10,810 8,296
Extraordinary items, net of tax (19) 1,027 (36)
Cumulative effect of accounting change, net of tax (182) (40) -
-----------------------------------
Net Income 389 11,797 8,260
Redemption of subsidiary preferred stock - (10) -
-----------------------------------
Net Income Available to Common Shareowners $ 389 $ 11,787 $ 8,260
===================================
Basic Earnings (Loss) Per Common Share:
Income before extraordinary items and cumulative effect of accounting change $ .22 $ 3.98 $ 3.03
Extraordinary items, net of tax (.01) .37 (.01)
Cumulative effect of accounting change, net of tax (.07) (.01) -
-----------------------------------
Net Income $ .14 $ 4.34 $ 3.02
===================================
Weighted-average shares outstanding (in millions) 2,710 2,713 2,739
-----------------------------------
Diluted Earnings (Loss) Per Common Share:
Income before extraordinary items and cumulative effect of accounting change $ .22 $ 3.95 $ 2.98
Extraordinary items, net of tax (.01) .37 (.01)
Cumulative effect of accounting change, net of tax (.07) (.01) -
-----------------------------------
Net Income $ .14 $ 4.31 $ 2.97
===================================
Weighted-average shares outstanding (in millions) 2,730 2,737 2,777
-----------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
27
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Balance Sheets Verizon Communications Inc. and Subsidiaries
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
At December 31, 2001 2000
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 979 $ 757
Short-term investments 1,991 1,613
Accounts receivable, net of allowances of $2,153 and $1,562 14,254 14,010
Inventories 1,968 1,910
Net assets held for sale 1,199 518
Prepaid expenses and other 2,796 3,313
-------------------------
Total current assets 23,187 22,121
Plant, property and equipment 169,586 158,957
Less accumulated depreciation 95,167 89,453
-------------------------
74,419 69,504
-------------------------
Investments in unconsolidated businesses 10,202 13,115
Intangible assets, net 44,262 41,990
Other assets 18,725 18,005
-------------------------
Total assets $ 170,795 $ 164,735
=========================
Liabilities and Shareowners' Investment
Current liabilities
Debt maturing within one year $ 18,669 $ 14,838
Accounts payable and accrued liabilities 13,947 13,965
Other 5,404 5,433
-------------------------
Total current liabilities 38,020 34,236
Long-term debt 45,657 42,491
Employee benefit obligations 11,898 12,543
Deferred income taxes 16,543 15,260
Other liabilities 3,989 3,797
Minority interest 22,149 21,830
Shareowners' investment
Series preferred stock ($.10 par value; none issued) - -
Common stock ($.10 par value; 2,751,650,484 shares issued
in both periods) 275 275
Contributed capital 24,676 24,555
Reinvested earnings 10,704 14,667
Accumulated other comprehensive loss (1,187) (2,176)
-------------------------
34,468 37,321
Less common stock in treasury, at cost 1,182 1,861
Less deferred compensation-employee stock ownership plans and other 747 882
-------------------------
Total shareowners' investment 32,539 34,578
-------------------------
Total liabilities and shareowners' investment $ 170,795 $ 164,735
=========================
</TABLE>
See Notes to Consolidated Financial Statements.
28
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements of Cash Flows Verizon Communications Inc. and
Subsidiaries
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Income before extraordinary items and cumulative effect of accounting change $ 590 $ 10,810 $ 8,296
Adjustments to reconcile income before extraordinary items and cumulative effect
of accounting change to net cash provided by operating activities:
Depreciation and amortization 13,657 12,261 9,890
Sales of assets, net 350 (3,793) (1,379)
Mark-to-market adjustment - financial instruments 182 (664) 664
Employee retirement benefits (1,327) (3,340) (1,707)
Deferred income taxes 1,065 3,434 2,148
Provision for uncollectible accounts 1,952 1,409 1,133
Equity in unconsolidated businesses 5,042 (3,792) (511)
Changes in current assets and liabilities, net of effects from
acquisition/disposition of businesses:
Accounts receivable (2,379) (2,440) (1,865)
Inventories (47) (530) (146)
Other assets (396) (264) (334)
Accounts payable and accrued liabilities 420 1,973 780
Other, net 664 763 48
--------------------------------------
Net cash provided by operating activities 19,773 15,827 17,017
--------------------------------------
Cash Flows from Investing Activities
Capital expenditures (17,371) (17,633) (13,013)
Acquisitions, net of cash acquired, and investments (3,142) (2,247) (5,219)
Proceeds from disposition of businesses 415 6,794 1,813
Investments in notes receivable (50) (1,024) (1)
Purchases of short-term investments (2,002) (1,204) (1,051)
Proceeds from sale of short-term investments 1,595 983 954
Other, net (1,071) (1,724) (903)
--------------------------------------
Net cash used in investing activities (21,626) (16,055) (17,420)
--------------------------------------
Cash Flows from Financing Activities
Proceeds from long-term borrowings 14,199 8,781 5,299
Repayments of long-term borrowings and capital lease obligations (7,589) (7,238) (2,873)
Increase (decrease) in short-term obligations, excluding current maturities (546) 3,515 4,166
Dividends paid (4,168) (4,421) (4,227)
Proceeds from sale of common stock 501 576 1,166
Purchase of common stock for treasury (18) (2,294) (2,037)
Minority interest 53 3 122
Other, net (357) 30 116
--------------------------------------
Net cash provided by (used in) financing activities 2,075 (1,048) 1,732
--------------------------------------
Increase (decrease) in cash and cash equivalents 222 (1,276) 1,329
Cash and cash equivalents, beginning of year 757 2,033 704
--------------------------------------
Cash and cash equivalents, end of year $ 979 $ 757 $ 2,033
======================================
</TABLE>
See Notes to Consolidated Financial Statements.
29
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements of Changes in Shareowners' Investment Verizon
Communications Inc. and Subsidiaries
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts, and shares in thousands)
Years Ended December 31, 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------------
Shares Amount Shares Amount Shares Amount
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 2,751,650 $ 275 2,756,485 $ 276 2,757,203 $ 276
Shares issued-employee plans - - 5,533 - 20,918 2
Shares retired - - (10,368) (1) (21,636) (2)
-----------------------------------------------------------------------------
Balance at end of year 2,751,650 275 2,751,650 275 2,756,485 276
-----------------------------------------------------------------------------
Contributed Capital
Balance at beginning of year 24,555 20,134 20,160
Shares issued-employee plans - 473 989
Shares retired - (577) (1,314)
Issuance of stock by subsidiaries - 171 44
Tax benefit from exercise of stock options 101 66 256
Gain on formation of wireless joint venture - 4,271 -
Other 20 17 (1)
-----------------------------------------------------------------------------
Balance at end of year 24,676 24,555 20,134
-----------------------------------------------------------------------------
Reinvested Earnings
Balance at beginning of year 14,667 7,428 3,754
Net income 389 11,797 8,260
Dividends declared ($1.54, $1.54, and $1.54 per
share) (4,176) (4,416) (4,219)
Shares issued-employee plans (188) (160) (359)
Other 12 18 (8)
-----------------------------------------------------------------------------
Balance at end of year 10,704 14,667 7,428
-----------------------------------------------------------------------------
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of year (2,176) 75 (1,088)
-----------------------------------------------------------------------------
Foreign currency translation adjustment (40) (262) (41)
Unrealized gains (losses) on marketable
securities 1,061 (1,965) 1,197
Unrealized derivative losses on cash flow hedges (45) - -
Minimum pension liability adjustment 13 (24) 7
-----------------------------------------------------------------------------
Other comprehensive income (loss) 989 (2,251) 1,163
-----------------------------------------------------------------------------
Balance at end of year (1,187) (2,176) 75
-----------------------------------------------------------------------------
Treasury Stock
Balance at beginning of year 49,215 1,861 23,569 640 22,887 593
Shares purchased 395 18 35,110 1,717 12,142 723
Shares distributed
Employee plans (14,376) (694) (9,444) (495) (11,446) (675)
Shareowner plans (61) (3) (20) (1) (14) (1)
-----------------------------------------------------------------------------
Balance at end of year 35,173 1,182 49,215 1,861 23,569 640
-----------------------------------------------------------------------------
Deferred Compensation-ESOPs and Other
Balance at beginning of year 882 897 1,074
Amortization (155) (155) (177)
Other 20 140 -
-----------------------------------------------------------------------------
Balance at end of year 747 882 897
-----------------------------------------------------------------------------
Total Shareowners' Investment $ 32,539 $ 34,578 $ 26,376
=============================================================================
Comprehensive Income
Net income $ 389 $ 11,797 $ 8,260
Other comprehensive income (loss) per above 989 (2,251) 1,163
-----------------------------------------------------------------------------
Total Comprehensive Income $ 1,378 $ 9,546 $ 9,423
=============================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
30
<PAGE>
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements Verizon Communications Inc. and
Subsidiaries
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note 1
- --------------------------------------------------------------------------------
Description of Business and Summary of Significant Accounting Policies
- --------------------------------------------------------------------------------
Description of Business
Verizon Communications Inc. (Verizon) is one of the world's leading providers of
communications services. Our company is the largest provider of wireline and
wireless communications in the United States. Our global presence extends to
over 40 countries in the Americas, Europe, Asia and the Pacific. We have four
reportable segments, which we operate and manage as strategic business units:
Domestic Telecom, Domestic Wireless, International and Information Services. For
further information concerning our business segments, see Note 21.
Consolidation
The method of accounting applied to investments, whether consolidated, equity or
cost, involves an evaluation of all significant terms of the investments that
explicitly grant or suggest evidence of control or influence over the operations
of the investee. The consolidated financial statements include our controlled
subsidiaries. Investments in businesses which we do not control, but have the
ability to exercise significant influence over operating and financial policies,
are accounted for using the equity method. Investments in which we do not have
the ability to exercise significant influence over operating and financial
policies are accounted for under the cost method. Equity and cost method
investments are included in Investments in Unconsolidated Business in our
consolidated balance sheets. Certain of our cost method investments are
classified as available-for-sale securities and adjusted to fair value pursuant
to Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
All significant intercompany accounts and transactions have been eliminated.
Use of Estimates
We prepare our financial statements using generally accepted accounting
principles which require management to make estimates and assumptions that
affect reported amounts and disclosures. Actual results could differ from those
estimates.
Examples of significant estimates include the allowance for doubtful accounts
and the recoverability of intangibles and other long-lived assets.
Revenue Recognition
We recognize wireline and wireless service revenues based upon usage of our
network and facilities and contract fees. We recognize product and other service
revenues when the products are delivered and accepted by the customers and when
services are provided in accordance with contract terms. We recognize directory
revenues, and associated costs, when the directories are published and
distributed.
We adopted the provisions of the Securities and Exchange Commission (SEC) Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements"
effective January 1, 2000, as required by the SEC. The impact to Verizon
pertains to the deferral of some non-recurring fees, such as service activation
and installation fees, and associated incremental direct costs, and the
recognition of those revenues and costs over the expected term of the customer
relationship. The total cumulative effect of adopting SAB No. 101 was a
non-cash, after-tax charge of $40 million.
Maintenance and Repairs
We charge the cost of maintenance and repairs, including the cost of replacing
minor items not constituting substantial betterments, to Operations and Support
Expense as these costs are incurred.
Earnings Per Common Share
Basic earnings per common share are based on the weighted-average number of
shares outstanding during the year. Diluted earnings per common share include
the dilutive effect of shares issuable under our stock-based compensation plans,
which represent the only potentially dilutive common shares.
Cash and Cash Equivalents
We consider all highly liquid investments with a maturity of 90 days or less
when purchased to be cash equivalents, except cash equivalents held as
short-term investments. Cash equivalents are stated at cost, which approximates
market value.
Short-Term Investments
Our short-term investments consist primarily of cash equivalents held in trust
to pay for certain employee benefits. Short-term investments are stated at cost,
which approximates market value.
Marketable Securities
We continually evaluate our investments in marketable securities for impairment
due to declines in market value considered to be other than temporary. That
evaluation includes, in addition to persistent, declining stock prices, general
economic and company-specific evaluations. In
31
<PAGE>
the event of a determination that a decline in market value is other than
temporary, a charge to earnings is recorded for the loss, and a new cost basis
in the investment is established. These investments are included in the
accompanying consolidated balance sheets in Investments in Unconsolidated
Businesses or Other Assets.
Inventories
We include in inventory new and reusable supplies and network equipment of our
telephone operations, which are stated principally at average original cost,
except that specific costs are used in the case of large individual items.
Inventories of our other subsidiaries are stated at the lower of cost
(determined principally on either an average cost or first-in, first-out basis)
or market.
Plant and Depreciation
We record plant, property and equipment at cost. Our telephone operations'
depreciation expense is principally based on the composite group remaining life
method and straight-line composite rates. This method provides for the
recognition of the cost of the remaining net investment in telephone plant, less
anticipated net salvage value, over the remaining asset lives. This method
requires the periodic revision of depreciation rates.
The asset lives used by our telephone operations are presented in the following
table:
Average Lives (in years)
- --------------------------------------------------------------------------------
Buildings 35
Central office equipment 5-10
Outside communications plant 14-50
Furniture, vehicles and other 3-15
When we replace or retire depreciable plant used in our wireline network, we
deduct the carrying amount of such plant from the respective accounts and charge
it to accumulated depreciation.
Plant, property and equipment of our other subsidiaries is depreciated on a
straight-line basis over the following estimated useful lives: buildings, 20 to
40 years; wireless plant equipment, 3 to 15 years; and other equipment, 1 to 20
years.
When the depreciable assets of our other subsidiaries are retired or otherwise
disposed of, the related cost and accumulated depreciation are deducted from the
plant accounts, and any gains or losses on disposition are recognized in income.
We capitalize interest associated with the acquisition or construction of plant
assets. Capitalized interest is reported as a cost of plant and a reduction in
interest cost.
Computer Software Costs
We capitalize the cost of internal-use software which has a useful life in
excess of one year in accordance with Statement of Position (SOP) No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Subsequent additions, modifications or upgrades to internal-use
software are capitalized only to the extent that they allow the software to
perform a task it previously did not perform. Software maintenance and training
costs are expensed in the period in which they are incurred. Also, we capitalize
interest associated with the development of internal-use software. Capitalized
computer software costs are amortized using the straight-line method over a
period of 3 to 7 years.
Goodwill and Other Intangibles
Goodwill is the excess of the acquisition cost of businesses over the fair value
of the identifiable net assets acquired. For acquisitions prior to July 1, 2001,
we generally amortized goodwill, wireless licenses and other identifiable
intangibles on a straight-line basis over their estimated useful life, not
exceeding 40 years. For acquisitions after June 30, 2001, we applied newly
issued accounting rules on business combinations, goodwill and intangible
assets, which no longer permit amortization of goodwill and indefinite-lived
intangible assets. Most of our acquired customer bases are amortized in a manner
consistent with historical attrition patterns. Through December 31, 2001 we
assessed the impairment of other identifiable intangibles and goodwill related
to our consolidated subsidiaries under SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
whenever events or changes in circumstances indicated that the carrying value
may not have been recoverable. A determination of impairment (if any) was made
based on estimates of future cash flows. In instances where goodwill was
recorded for assets that were subject to an impairment loss, the carrying amount
of the goodwill was eliminated before any reduction was made to the carrying
amounts of impaired long-lived assets and identifiable intangibles. On a
quarterly basis, we assessed the impairment of enterprise level goodwill under
Accounting Principles Board (APB) Opinion No. 17, "Intangible Assets." A
determination of impairment (if any) was made based primarily on estimates of
market value.
In June 2001, the Financial Accounting Standards Board (FASB) issued new
pronouncements which change our accounting policies for goodwill and other
intangible assets and for impairments or disposals of long-lived assets (see
"Recent Accounting Pronouncements" below).
Sale of Stock by Subsidiary
We recognize in consolidation changes in our ownership percentage in a
subsidiary caused by issuances of the subsidiary's stock as adjustments to
Contributed Capital.
32
<PAGE>
Income Taxes
Verizon and its domestic subsidiaries file a consolidated federal income tax
return. For periods prior to the Bell Atlantic-GTE merger (see Note 3), GTE
filed a separate consolidated federal income tax return.
Our telephone operations use the deferral method of accounting for investment
tax credits earned prior to the repeal of investment tax credits by the Tax
Reform Act of 1986. We also defer certain transitional credits earned after the
repeal. We amortize these credits over the estimated service lives of the
related assets as a reduction to the Provision for Income Taxes.
Stock-Based Compensation
We account for stock-based employee compensation plans under APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, and
follow the disclosure-only provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation."
Foreign Currency Translation
The functional currency for nearly all of our foreign operations is the local
currency. For these foreign entities, we translate income statement amounts at
average exchange rates for the period, and we translate assets and liabilities
at end-of-period exchange rates. We record these translation adjustments in
Accumulated Other Comprehensive Loss, a separate component of Shareowners'
Investment, in our consolidated balance sheets. We report exchange gains and
losses on intercompany foreign currency transactions of a long-term nature in
Accumulated Other Comprehensive Loss. Other exchange gains and losses are
reported in income.
When a foreign entity operates in a highly inflationary economy, we use the U.S.
dollar as the functional currency rather than the local currency. We translate
nonmonetary assets and liabilities and related expenses into U.S. dollars at
historical exchange rates. We translate all other income statement amounts using
average exchange rates for the period. Monetary assets and liabilities are
translated at end-of-period exchange rates, and any gains or losses are reported
in income.
Employee Benefit Plans
Pension and postretirement health care and life insurance benefits earned during
the year as well as interest on projected benefit obligations are accrued
currently. Prior service costs and credits resulting from changes in plan
benefits are amortized over the average remaining service period of the
employees expected to receive benefits.
Derivative Instruments
We have entered into derivative transactions to manage our exposure to
fluctuations in foreign currency exchange rates, interest rates, equity prices
and corporate tax rates. We employ risk management strategies using a variety of
derivatives including foreign currency forwards and options, equity options,
interest rate swap agreements, interest rate caps and floors, and basis swap
agreements. We do not hold derivatives for trading purposes.
Effective January 1, 2001, we adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" and SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities." SFAS No. 133 requires
that all derivatives, including derivatives embedded in other financial
instruments, be measured at fair value and recognized as either assets or
liabilities on our balance sheet. Changes in the fair values of derivative
instruments not qualifying as hedges under SFAS No. 133 or any ineffective
portion of hedges are recognized in earnings in the current period. Changes in
the fair values of derivative instruments used effectively as fair value hedges
are recognized in earnings, along with changes in the fair value of the hedged
item. Changes in the fair value of the effective portions of cash flow hedges
are reported in other comprehensive loss, and recognized in earnings when the
hedged item is recognized in earnings.
Prior to January 1, 2001, foreign currency derivatives and basis swap agreements
were accounted for under the fair value method which required us to record these
derivatives at fair value in our consolidated balance sheets, with any changes
in value recorded in income or Shareowners' Investment. Gains, losses and
related discounts or premiums related to foreign currency derivatives that
hedged our investments in consolidated foreign subsidiaries or foreign equity
method investments were included in Accumulated Other Comprehensive Loss and
reflected in income upon sale or substantial liquidation of the investment.
Gains or losses from foreign currency derivatives that hedged our short-term
transactions and cost method investments were included in Other Income and
(Expense), Net, and discounts or premiums on these contracts were included in
income over the lives of the contracts. Gains or losses from identifiable
foreign currency commitments were deferred and recognized in income when the
future transaction occurred or at the time the transaction was no longer likely
to occur. Interest rate swap agreements and interest rate caps and floors that
qualified as hedges were accounted for under the accrual method. Under the
accrual method, no amounts were recognized in our consolidated balance sheets
related to the principal balances. The interest differential that was paid or
received and the premiums related to caps and floors were recognized as
adjustments to Interest Expense over the life of the agreements. Gains or losses
on terminated agreements were recorded as an adjustment to the basis of the
underlying liability and amortized over the original life of the agreement.
Recent Accounting Pronouncements
Business Combinations
In June 2001, the FASB issued SFAS No. 141, "Business Combinations," which
applies to business combinations occurring after June 30, 2001. SFAS No. 141
requires that the purchase method of accounting be used and includes guidance on
the initial recognition and measurement of goodwill and other intangible assets
acquired in the combination.
Goodwill and Other Intangible Assets
In June 2001, the FASB also issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under certain conditions)
33
<PAGE>
for impairment in accordance with this statement. This impairment test uses a
fair value approach rather than the undiscounted cash flows approach previously
required by SFAS No. 121. The goodwill impairment test under SFAS No. 142
requires a two-step approach, which is performed at the reporting unit level, as
defined in SFAS No. 142. Step one identifies potential impairments by comparing
the fair value of the reporting unit to its carrying amount. Step two, which is
only performed if there is a potential impairment, compares the carrying amount
of the reporting unit's goodwill to its implied value, as defined in SFAS No.
142. If the carrying amount of the reporting unit's goodwill exceeds the implied
fair value of that goodwill, an impairment loss is recognized for an amount
equal to that excess. The amortization of goodwill included in our investments
in equity investees will also no longer be recorded upon adoption of the new
rules. Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives and reviewed for impairment in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
We will adopt SFAS No. 142 effective January 1, 2002. In accordance with the
standard, we are currently in the process of performing the transitional
goodwill impairment tests and evaluating the impact of these tests on our
results of operations and financial position. Any impairment resulting from our
initial application of the standard will be recorded as a cumulative effect of a
change in accounting principle as of January 1, 2002. We have estimated the
impact of no longer amortizing goodwill and intangible assets with indefinite
lives, including wireless licenses, under the new rules of SFAS No. 142 to be
between approximately $.07 per share and $.14 per share. The range represents
our continuing analysis of intangible assets with indefinite lives and
intangible assets that do not have indefinite lives.
Asset Retirement Obligations
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This standard provides the accounting for the cost of legal
obligations associated with the retirement of long-lived assets. SFAS No. 143
requires that companies recognize the fair value of a liability for asset
retirement obligations in the period in which the obligations are incurred and
capitalize that amount as a part of the book value of the long-lived asset. That
cost is then depreciated over the remaining life of the underlying long-lived
asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are
currently evaluating the impact this new standard will have on our future
results of operations or financial position.
Impairment or Disposal of Long-Lived Assets
In August 2001, the FASB issued SFAS No. 144. This standard supersedes SFAS No.
121 and the provisions of APB Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" with
regard to reporting the effects of a disposal of a segment of a business. SFAS
No. 144 establishes a single accounting model for assets to be disposed of by
sale and addresses several SFAS No. 121 implementation issues. We are required
to adopt SFAS No. 144 effective January 1, 2002. We do not expect the impact of
the adoption of SFAS No. 144 to have a material effect on our results of
operations or financial position.
- --------------------------------------------------------------------------------
Note 2
- --------------------------------------------------------------------------------
Accounting for the Impact of the September 11, 2001 Terrorist Attacks
- --------------------------------------------------------------------------------
The terrorist attacks on September 11th resulted in considerable loss of life
and property, as well as exacerbate weakening economic conditions. Verizon was
not spared any of these effects, given our significant operations in New York
and Washington, D.C.
The primary financial statement impact of the September 11th terrorist attacks
pertains to Verizon's plant, equipment and administrative office space located
either in, or adjacent to the World Trade Center complex, and the associated
service restoration efforts. During the period following September 11th, we
focused primarily on service restoration in the World Trade Center area and
incurred costs, net of estimated insurance recoveries, totaling $285 million
pretax ($172 million after-tax, or $.06 per diluted share) as a result of the
terrorist attacks.
Verizon's insurance policies are limited to losses of $1 billion for each
occurrence and include a deductible of $1 million. As a result, we accrued an
estimated insurance recovery of approximately $400 million in 2001, of which
approximately $130 million has been received. The costs and estimated insurance
recovery were recorded in accordance with Emerging Issues Task Force Issue No.
01-10, "Accounting for the Impact of the Terrorist Attacks of September 11,
2001."
- --------------------------------------------------------------------------------
Note 3
- --------------------------------------------------------------------------------
Completion of Mergers
- --------------------------------------------------------------------------------
On June 30, 2000, Bell Atlantic Corporation (Bell Atlantic) and GTE Corporation
(GTE) completed a merger under a definitive merger agreement dated as of July
27, 1998. Upon closing of the merger, the combined company began doing business
as Verizon. GTE shareowners received 1.22 shares of Bell Atlantic common stock
for each share of GTE common stock that they owned. The merger qualified as a
tax-free reorganization and has been accounted for as a pooling-of-interests
business combination. Under this method of accounting, Bell Atlantic and GTE are
treated as if they had always been combined for accounting and financial
reporting purposes. As a result, we have restated our consolidated financial
statements for all dates and periods prior to the merger to reflect the combined
results of Bell Atlantic and GTE as of the beginning of the earliest period
presented.
34
<PAGE>
In addition to combining the separate historical results of Bell Atlantic and
GTE, the restated combined financial statements include the adjustments
necessary to conform accounting methods and presentation, to the extent that
they were different, and to eliminate significant intercompany transactions. The
separate Bell Atlantic and GTE results of operations for periods prior to the
merger were as follows:
<TABLE>
<CAPTION>
(dollars in millions)
Three Months Ended Year Ended
March 31, December 31,
2000 1999
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Revenues (Unaudited)
Bell Atlantic $ 8,534 $ 33,174
GTE 6,100 25,336
Conforming adjustments, reclassifications and eliminations (85) (316)
Accounting change (17) -
-----------------------------------------------------------
Combined $ 14,532 $ 58,194
===========================================================
Net Income
Bell Atlantic $ 731 $ 4,202
GTE 807 4,033
Conforming adjustments, reclassifications and eliminations 19 25
Accounting change (42) -
-----------------------------------------------------------
Combined $ 1,515 $ 8,260
===========================================================
</TABLE>
The following table summarizes the pretax charges incurred for the Bell
Atlantic-GTE merger. Amounts for 2001 and 2000 pertain to the Bell Atlantic-GTE
merger. Transition costs for 1999 pertain to the Bell Atlantic-NYNEX Corporation
(NYNEX) merger, which was completed in August 1997.
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Direct Incremental Costs
Compensation arrangements $ - $ 210 $ -
Professional services - 161 -
Shareowner-related - 35 -
Registration, regulatory and other - 66 -
---------------------------------------------------------------------------
Total Direct Incremental Costs - 472 -
---------------------------------------------------------------------------
Employee Severance Costs - 584 -
---------------------------------------------------------------------------
Transition Costs
Systems modifications 401 99 186
Branding 112 240 1
Relocation, training and other 526 355 18
---------------------------------------------------------------------------
Total Transition Costs 1,039 694 205
---------------------------------------------------------------------------
Total Merger-Related Costs $ 1,039 $ 1,750 $ 205
===========================================================================
</TABLE>
The following table provides a reconciliation of the liabilities associated with
Bell Atlantic-GTE merger-related costs, Bell Atlantic-NYNEX merger-related costs
and other charges and special items described below:
<TABLE>
<CAPTION>
(dollars in millions)
1999 2000 2001
-------------------------------------------------------------------------------------------------------------------
Asset Asset Asset
Beginning Write-offs End of Charged to Write-offs End of Write-offs End of
of Year Payments and Other Year Expense Payments and Other Year Payments and Other Year
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Merger-Related
Direct
incremental
costs $ 4 $ (1) $ (3) $ - $ 472 $ (469) $ - $ 3 $ (3) $ - $ -
Employee
severance
costs 316 (35) (15) 266 584 (120) (68) 662 (310) 71 423
Other
Initiatives
Video-related
costs 6 (2) (4) - - - - - - - -
Write-down of
fixed assets
and real
estate
consolidation 23 (3) (18) 2 - - (2) - - - -
Regulatory,
tax and legal
contingencies,
and other
special items 249 (4) (40) 205 - (14) (73) 118 - (10) 108
-------------------------------------------------------------------------------------------------------------------
$ 598 $ (45) $ (80) $ 473 $ 1,056 $ (603) $ (143) $ 783 $ (313) $ 61 $ 531
===================================================================================================================
</TABLE>
35
<PAGE>
Merger-Related Costs
Direct Incremental Costs
Direct incremental costs related to the Bell Atlantic-GTE merger of $472 million
($378 million after-tax, or $.14 per diluted share) include compensation,
professional services and other costs. Compensation includes retention payments
to employees that were contingent on the close of the merger and payments to
employees to satisfy contractual obligations triggered by the change in control.
Professional services include investment banking, legal, accounting, consulting
and other advisory fees incurred to obtain federal and state regulatory
approvals and take other actions necessary to complete the merger. Other
includes costs incurred to obtain shareholder approval of the merger, register
securities and communicate with shareholders, employees and regulatory
authorities regarding merger issues. All of the Bell Atlantic-GTE merger direct
incremental costs had been paid as of December 31, 2001.
Employee Severance Costs
Employee severance costs related to the Bell Atlantic-GTE merger of $584 million
($371 million after-tax, or $.14 per diluted share), as recorded under SFAS No.
112, "Employers' Accounting for Postemployment Benefits," represent the benefit
costs for the separation of approximately 5,500 management employees who were
entitled to benefits under pre-existing separation plans, as well as an accrual
for ongoing SFAS No. 112 obligations for GTE employees. Of these employees,
approximately 5,200 were located in the United States and approximately 300 were
located at various international locations. The separations either have or are
expected to occur as a result of consolidations and process enhancements within
our operating segments. Accrued postemployment benefit liabilities for those
employees are included in our consolidated balance sheets as components of Other
Current Liabilities and Employee Benefit Obligations. As of December 31, 2001, a
total of approximately 5,400 employees have been separated with severance
benefits in connection with the Bell Atlantic-GTE merger severance program and
ongoing severance plans.
Employee severance costs related to the Bell Atlantic-NYNEX merger represented
the benefit costs for the separation of approximately 3,100 management employees
who were entitled to benefits under pre-existing separation pay plans. During
1999, 231 management employees were separated with severance benefits. There
were no Bell Atlantic-NYNEX merger-related separations in 2000 and 2001. There
was no remaining severance liability under this program as of December 31, 2000.
Transition Costs
In addition to the direct incremental merger-related and severance costs
discussed above, we expect to incur a total of approximately $2 billion of
transition costs related to the Bell Atlantic-GTE merger and the formation of
the wireless joint venture. These costs will be incurred to integrate systems,
consolidate real estate, and relocate employees. They also include approximately
$500 million for advertising and other costs to establish the Verizon brand.
Transition costs related to the Bell Atlantic-GTE merger and the formation of
the wireless joint venture were $1,039 million ($578 million after taxes and
minority interest, or $.21 per diluted share) in 2001 and $694 million ($316
million after taxes and minority interest, or $.12 per diluted share) in 2000.
In connection with the Bell Atlantic-NYNEX merger, we recorded transition costs
similar in nature to the Bell Atlantic-GTE merger transition costs of $205
million ($126 million after-tax, or $.05 per diluted share) in 1999.
Genuity
In accordance with the provisions of a Federal Communications Commission (FCC)
order approving the merger of Bell Atlantic and GTE, in June 2000 Genuity Inc.
(Genuity), formerly a wholly owned subsidiary of GTE, sold in a public offering
174 million of its Class A common shares, representing 100% of Genuity's issued
and outstanding Class A common stock and 90.5% of its overall voting equity. The
issuance resulted in cash proceeds to Genuity of $1.9 billion. GTE retained 100%
of Genuity's Class B common stock, which currently represents 8.2% of the voting
equity in Genuity and contains a contingent conversion feature.
In accordance with provisions of the FCC order, the sale transferred the
majority ownership and control of Genuity to the Class A common stockholders
and, accordingly, we deconsolidated our investment in Genuity effective June 30,
2000. In addition to the sale, we are also required to adhere to safeguards in
the FCC's order that prohibit us from exercising influence over Genuity's
operations. Therefore, we are accounting for our investment in Genuity using the
cost method.
The Class B common stock's conversion rights are dependent on the percentage of
certain of Verizon's access lines that are compliant with Section 271 of the
Telecommunications Act of 1996 (Section 271). Under the FCC order, once we
eliminate the applicable Section 271 restrictions as to at least 50% of the
former Bell Atlantic in-region access lines, we can transfer our Class B common
stock to a disposition trustee for sale to one or more third parties. If we
eliminate the applicable Section 271 restrictions as to 100% of the former Bell
Atlantic in-region access lines, we can convert our Class B common stock into
800 million shares of Genuity's Class A common stock or Class C common stock,
subject to the terms of the FCC order. This conversion feature expires if we do
not eliminate the applicable Section 271 restrictions as to 100% of the former
Bell Atlantic in-region access lines by the fifth anniversary of the Bell
Atlantic-GTE merger, subject to extension under certain circumstances. In
addition, if we eliminate Section 271 restrictions as to 95% of the former Bell
Atlantic in-region lines, we may require Genuity to reconfigure its operations
in one or more former Bell Atlantic in-region states where we have not
eliminated those restrictions in order to bring those operations into compliance
with Section 271 under certain circumstances. As of December 31, 2001, we have
eliminated Section 271 restrictions as to more than 50% of the former Bell
Atlantic in-region access lines.
For further information related to our investment in Genuity, see Note 10.
36
<PAGE>
- --------------------------------------------------------------------------------
Note 4
- --------------------------------------------------------------------------------
Net Assets Held for Sale
- --------------------------------------------------------------------------------
In December 2001, we agreed to sell Telecommunication Services Inc. (TSI), for
approximately $800 million. The transaction closed on February 14, 2002.
During the third quarter of 2001, we announced that we were exploring the sale
of approximately 1.2 million switched telephone access lines in Alabama,
Kentucky and Missouri, and during the quarter we committed to sell those access
lines. In October 2001, we agreed to sell all 675,000 of our access lines in
Alabama and Missouri to CenturyTel Inc. (CenturyTel) for $2.2 billion. The sale
must be approved by the Missouri public service commission, the FCC and the U.S.
Department of Justice (DOJ). The Alabama public service commission approved the
sale in December 2001. We expect to close the sale and transfer our operations
to CenturyTel during the second half of 2002. Also in October 2001, we agreed to
sell approximately 600,000 access lines in Kentucky to ALLTEL Corporation
(ALLTEL) for $1.9 billion. The sale has been approved by the Kentucky public
service commission, and remains subject to approval by the FCC and the DOJ. We
expect to close the sale and transfer our operations to ALLTEL during the second
half of 2002. The net assets pertaining to those access lines, principally
plant, property and equipment of approximately $1.2 billion, are classified in
the consolidated balance sheets as Net Assets Held for Sale as of December 31,
2001. At December 31, 2001, these access lines represent less than 2% of
Verizon's total switched access lines in service.
- --------------------------------------------------------------------------------
Note 5
- --------------------------------------------------------------------------------
Sales of Assets, Net
- --------------------------------------------------------------------------------
During 2001, we recognized net losses in operations related to sales of assets,
impairments of assets held for sale and other charges. During 2000 and 1999, we
recognized net gains related to sales of assets and impairments of assets held
for sale. These net gains and losses are summarized as follows:
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
Pretax After-tax Pretax After-tax Pretax After-tax
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wireline property sales $ - $ - $ 3,051 $ 1,856 $ - $ -
Wireless overlap sales (92) (60) 1,922 1,156 - -
Other, net (258) (166) (1,180) (1,025) 1,379 819
-------------------------------------------------------------------------------
$ (350) $ (226) $ 3,793 $ 1,987 $ 1,379 $ 819
===============================================================================
</TABLE>
As required, gains on sales of wireless overlap properties that occurred prior
to the closing of the Bell Atlantic-GTE merger are included in operating income
and in the table above. Gains on sales of significant wireless overlap
properties that occurred after the Bell Atlantic-GTE merger are classified as
extraordinary items. See Note 7 for gains on sales of significant wireless
overlap properties subsequent to the Bell Atlantic-GTE merger.
Wireline Property Sales
During 1998, GTE committed to sell approximately 1.6 million nonstrategic
domestic access lines. During 2000, access line sales generated combined cash
proceeds of approximately $4,903 million and $125 million in convertible
preferred stock. The pretax gain on the sales was $3,051 million ($1,856 million
after-tax, or $.68 per diluted share).
Wireless Overlap Sales
A DOJ consent decree issued on December 6, 1999 required GTE Wireless, Bell
Atlantic Mobile, Vodafone Group plc (Vodafone) and PrimeCo Communications
(PrimeCo) to resolve a number of wireless market overlaps in order to complete
the wireless joint venture and the Bell Atlantic-GTE merger. As a result, during
April 2000 we completed a transaction with ALLTEL that provided for the exchange
of former Bell Atlantic Mobile and GTE Wireless markets for several of ALLTEL's
wireless markets. These exchanges were accounted for as purchase business
combinations and resulted in combined pretax gains of $1,922 million ($1,156
million after-tax, or $.42 per diluted share).
During 2001, we recorded a pretax gain of $80 million ($48 million after-tax, or
$.02 per diluted share) on the sale of the Cincinnati market and a pretax loss
of $172 million ($108 million after-tax, or $.04 per diluted share) related to
the sale of the Chicago market.
Other Transactions
During 2001, we recorded charges totaling $258 million pretax ($166 million
after-tax, or $.06 per diluted share) related to exiting several businesses,
including our video business and some leasing activities.
37
<PAGE>
During 2000, we recorded charges related to the write-down of certain impaired
assets and other charges of $1,180 million pretax ($1,025 million after-tax, or
$.37 per diluted share), as follows:
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Year Ended December 31, 2000 Pretax After-tax Per diluted share
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Airfone and Video impairment $ 566 $ 362 $ .13
CLEC impairment 334 218 .08
Real estate consolidation and other merger-related charges 220 142 .05
Deferred taxes on contribution to the wireless joint venture - 249 .09
Other, net 60 54 .02
--------------------------------------------------------------------
$ 1,180 $ 1,025 $ .37
====================================================================
</TABLE>
In connection with our decisions to exit the video business and Airfone (a
company involved in air-to-ground communications), in the second quarter of 2000
we recorded an impairment charge to reduce the carrying value of these
investments to their estimated net realizable value.
The competitive local exchange carrier (CLEC) impairment primarily relates to
the revaluation of assets and the accrual of costs pertaining to certain
long-term contracts due to strategic changes in our approach to offering bundled
services both in and out of franchise areas. The revised approach to providing
such services resulted, in part, from post-merger integration activities and
acquisitions.
The real estate consolidation and other merger-related charges include the
revaluation of assets and the accrual of costs to exit leased facilities that
are in excess of our needs as the result of post-merger integration activities.
The deferred tax charge is non-cash and was recorded as the result of the
contribution in July 2000 of the GTE Wireless assets to Verizon Wireless based
on the differences between the book and tax bases of assets contributed.
During 1999, we sold substantially all of GTE Government Systems to General
Dynamics Corporation for $1 billion in cash. The pretax gain on the sale was
$754 million ($445 million after-tax, or $.16 per diluted share). In addition,
during 1999, we recorded a net pretax gain of $112 million ($66 million
after-tax, or $.02 per diluted share), primarily associated with the sale of the
remaining major division of GTE Government Systems to DynCorp. The 1999
year-to-date net gains for asset sales also include a pretax gain of $513
million ($308 million after-tax, or $.11 per diluted share) associated with the
merger of BC TELECOM Inc. (BC TELECOM) and TELUS Corporation during the first
quarter of 1999.
- --------------------------------------------------------------------------------
Note 6
- --------------------------------------------------------------------------------
Other Strategic Actions
- --------------------------------------------------------------------------------
During the fourth quarter of 2001, we recorded a special charge of $1,613
million ($1,001 million after-tax, or $.37 per diluted share) primarily
associated with employee severance costs and related pension enhancements. The
charge included severance and related benefits of $765 million ($477 million
after-tax, or $.18 per diluted share), as recorded under SFAS No. 112, for the
voluntary and involuntary separation of approximately 10,000 employees. We also
included a charge of $848 million ($524 million after-tax, or $.19 per diluted
share) recorded in accordance with SFAS No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," which includes pension enhancements of $813 million ($504
million after-tax, or $.18 per diluted share) and pension settlement losses of
$35 million ($20 million after-tax, or $.01 per diluted share), relating to lump
sum settlements of some existing pension obligations.
In 2001, we recorded a pretax charge of $672 million ($663 million after-tax, or
$.24 per diluted share) primarily relating to our investment in CTI Holdings,
S.A. (CTI), our cellular subsidiary in Argentina. Given the current status of
the Argentinean economy, the recent devaluation of the Argentinean peso as well
as future economic prospects, including a worsening of the recession, we
recorded an estimated loss of $637 million ($637 million after-tax, or $.23 per
diluted share) based on CTI's current financial position and revised expected
results of operations. This loss was an estimation since the Argentinean economy
deteriorated very rapidly at year-end and is continuing to reflect instability.
This estimated loss may not be sufficient when our assessment of the economic
impact on CTI, as well as the structure and nature of our continuing involvement
in CTI, is completed. We also recorded a loss of $35 million ($26 million
after-tax, or $.01 per diluted share) related to international losses.
In 2000, we recorded a pretax charge of $50 million ($50 million after-tax, or
$.02 per diluted share) associated with our share of costs incurred at two of
our international equity investees to complete employee separation programs.
Other charges and special items recorded during 2001 include asset impairments
related to property sales and facility consolidation of $151 million ($95
million after-tax, or $.03 per diluted share).
Other charges and special items recorded during 2000 included the write-off of
our investment in NorthPoint Communications Corp. (NorthPoint) of $155 million
($153 million after-tax, or $.06 per diluted share) as a result of the
deterioration in NorthPoint's business, operations and financial condition.
Other charges and special items in 2000 also included the cost of disposing or
abandoning redundant assets and discontinued system development projects in
connection with the Bell Atlantic-GTE merger of $287 million ($175 million
after-tax, or $.06 per diluted share), regulatory settlements of $98 million
($61 million after-tax, or $.02 per diluted share) and other asset write-downs
of $416 million ($290 million after-tax, or $.11 per diluted share).
38
<PAGE>
During 1999, we recorded a special charge of $192 million ($119 million
after-tax, or $.04 per diluted share) associated with employee separation
programs. The charge included separation and related benefits such as
outplacement and benefit continuation costs for approximately 3,000 employees.
The programs were completed in early April 1999, as planned, consistent with the
original cost estimates.
- --------------------------------------------------------------------------------
Note 7
- --------------------------------------------------------------------------------
Extraordinary Items
- --------------------------------------------------------------------------------
During 2001, we retired $726 million of debt prior to the stated maturity date,
resulting in a pretax extraordinary charge of $29 million ($19 million
after-tax, or $.01 per diluted share).
In June 2000, we entered into a series of definitive sale agreements to resolve
service area conflicts prohibited by FCC regulations as a result of the Bell
Atlantic-GTE merger (see Note 5). These agreements, which were pursuant to the
consent decree issued for the merger, enabled both the formation of Verizon
Wireless and the closing of the merger. Since the sales were required pursuant
to the consent decree and occurred after the merger, the gains on sales were
recorded net of taxes as Extraordinary Items in the consolidated statements of
income.
During the second half of 2000, we completed the sale of the Richmond (former
PrimeCo) wireless market to CFW Communications Company in exchange for two
wireless rural service areas in Virginia and cash. The sale resulted in a pretax
gain of $184 million ($112 million after-tax, or $.04 per diluted share). In
addition, we completed the sales of the consolidated markets in Washington and
Texas and unconsolidated interests in Texas (former GTE) to SBC Communications.
The sales resulted in a pretax gain of $886 million ($532 million after-tax, or
$.19 per diluted share). Also, we completed the sale of the San Diego (former
GTE) market to AT&T Wireless. The sale resulted in a pretax gain of $304 million
($182 million after-tax, or $.07 per diluted share). In 2000, we also completed
the sale of the Houston (former PrimeCo) wireless overlap market to AT&T
Wireless, resulting in a pretax gain of $350 million ($213 million after-tax, or
$.08 per diluted share).
During 2000, we retired $190 million of debt prior to the stated maturity date,
resulting in a pretax extraordinary charge of $19 million ($12 million
after-tax, or less than $.01 per diluted share).
During the first quarter of 1999, we repurchased $338 million of high-coupon
debt through a public tender offer prior to stated maturity, resulting in a
pretax extraordinary charge of $46 million ($30 million after-tax, or $.01 per
diluted share). During the second quarter of 1999, we recorded a pretax
extraordinary charge of $10 million ($6 million after-tax, or less than $.01 per
diluted share) associated with the early extinguishment of debentures of our
telephone subsidiaries.
- --------------------------------------------------------------------------------
Note 8
- --------------------------------------------------------------------------------
Wireless Joint Venture
- --------------------------------------------------------------------------------
On April 3, 2000, Verizon and Vodafone consummated the previously announced
agreement to combine U.S. wireless and paging operations. Vodafone contributed
its U.S. wireless operations, including its interest in PrimeCo, to an existing
Bell Atlantic partnership in exchange for a 65.1% economic interest in the
partnership. Bell Atlantic retained a 34.9% economic interest and control
pursuant to the terms of the partnership agreement. We accounted for this
transaction as a purchase business combination. The total consideration for the
U.S. wireless operations of Vodafone was approximately $34 billion, resulting in
increases in intangible assets of approximately $31 billion, minority interest
of approximately $21 billion and debt of approximately $4 billion included in
the consolidated balance sheets. Since the acquisition was effected through the
issuance of partnership interests, the $4,271 million after-tax gain on the
transaction was reported as an adjustment to contributed capital in accordance
with our accounting policy for recording gains on the issuance of subsidiary
stock. The appraisal and the allocation of the purchase price to the tangible
and identifiable intangible assets were completed in the fourth quarter of 2000.
A substantial portion of the excess purchase price over the tangible assets
acquired was identified with wireless licenses, which will be amortized over a
period up to 40 years since they are renewable on an indefinite basis, and
therefore, have an indefinite life. We are currently evaluating the appropriate
accounting for our wireless licenses in connection with our adoption of SFAS No.
142.
In July 2000, following the closing of the Bell Atlantic-GTE merger, interests
in GTE's U.S. wireless operations were contributed to Verizon Wireless in
exchange for an increase in our economic ownership interest to 55%. This
transaction was accounted for as a transfer of assets between entities under
common control and, accordingly, was recorded at the net book value of the
assets contributed.
The following represents Verizon's historical results for 1999 adjusted to
include the wireless joint venture on a pro forma basis comparable with 2000
results. No other pro forma adjustments were made to the historical results.
(dollars in millions, except per share amount)
- --------------------------------------------------------------------------------
Revenues $ 62,504
Net income $ 8,101
Diluted earnings per common share $ 2.92
Under the terms of an investment agreement, Vodafone may require us or Verizon
Wireless to purchase up to $20 billion worth of its interest in Verizon Wireless
between 2003 and 2007 at its then fair market value. The purchase of up to $10
billion may be required during July 2003 or July 2004 and the remainder during
the following years.
39
<PAGE>
- --------------------------------------------------------------------------------
Note 9
- --------------------------------------------------------------------------------
Marketable Securities
- --------------------------------------------------------------------------------
We have investments in marketable securities, primarily common stocks, which are
considered "available-for-sale" under SFAS No. 115. These investments have been
included in our consolidated balance sheets in Investments in Unconsolidated
Businesses and Other Assets.
Under SFAS No. 115, available-for-sale securities are required to be carried at
their fair value, with unrealized gains and losses (net of income taxes) that
are considered temporary in nature recorded in Accumulated Other Comprehensive
Loss. The fair values of our investments in marketable securities are determined
based on market quotations.
The following table shows certain summarized information related to our
investments in marketable securities:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Fair
(dollars in millions) Cost Gains Losses Value
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
At December 31, 2001
Investments in unconsolidated businesses $ 1,337 $ 578 $ (80) $ 1,835
Other assets 243 26 - 269
------------------------------------------------------------
$ 1,580 $ 604 $ (80) $ 2,104
============================================================
At December 31, 2000
Investments in unconsolidated businesses $ 4,529 $ 559 $ (1,542) $ 3,546
Other assets 1,326 29 (241) 1,114
------------------------------------------------------------
$ 5,855 $ 588 $ (1,783) $ 4,660
============================================================
</TABLE>
Prior to 2001, we considered the declines in the market values of our marketable
securities investments to be temporary, due principally to the overall weakness
in the securities markets as well as telecommunications sector share prices.
However, during 2001, we recognized a pretax loss of $4,686 million ($3,607
million after-tax, or $1.32 diluted loss per share) in Equity in Income (Loss)
From Unconsolidated Businesses in the consolidated statements of income
primarily relating to our investments in Cable & Wireless plc (C&W), NTL
Incorporated (NTL) and Metromedia Fiber Network, Inc. (MFN). We determined,
through the evaluations described in Note 1, that market value declines in these
investments during 2001 were considered other than temporary. (See Note 10 for
more information on these and other of our investments in unconsolidated
businesses.)
During 2000, we recognized a pretax gain of $3,088 million ($1,941 million
after-tax, or $.71 per diluted share) related to the restructuring of our equity
investment in Cable & Wireless Communications plc (CWC). In exchange for our
equity investment in CWC, we received shares of C&W and NTL. In 2000, half of
our shares in MFN were restricted and carried at cost. In 2001, those shares
became unrestricted and all of our MFN shares were recorded at fair value. (See
Note 10.)
The unrealized gains on marketable securities at December 31, 2001 and 2000
relate primarily to our investment in Telecom Corporation of New Zealand Limited
(TCNZ).
Certain other investments in securities that we hold are not adjusted to market
values because those values are not readily determinable and/or the securities
are not marketable. We have, however, adjusted the carrying values of these
securities in situations where we believe declines in value below cost were
other than temporary. During 2001, we recognized a pretax loss of $1,251 million
($1,251 million after-tax, or $.46 loss per diluted share) in Equity in Income
(Loss) From Unconsolidated Businesses in the consolidated statements of income
relating to our investment in Genuity (see Note 10). The carrying values for
investments not adjusted to market value were $1,558 million at December 31,
2001 and $3,071 million at December 31, 2000.
40
<PAGE>
- --------------------------------------------------------------------------------
Note 10
- --------------------------------------------------------------------------------
Investments in Unconsolidated Businesses
- --------------------------------------------------------------------------------
Our investments in unconsolidated businesses are comprised of the following:
<TABLE>
<CAPTION>
(dollars in millions)
2001 2000
At December 31, Ownership Investment Ownership Investment
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Investees
CANTV 28.5% $ 1,869 28.5% $ 1,901
Omnitel 23.1 1,574 23.1 1,300
TELUS 23.7 1,363 22.0 1,258
TELPRI 40.0 446 40.0 427
Other Various 1,560 Various 1,622
------------ -----------
Total equity investees 6,812 6,508
------------ -----------
Cost Investees
Genuity 8.2 1,264 9.5 2,515
C&W 4.6 634 4.6 1,706
NTL 8.9 - 9.1 586
TCNZ 21.5 840 24.9 912
MFN 6.6 230 9.9 622
Other Various 422 Various 266
------------ -----------
Total cost investees 3,390 6,607
------------ -----------
Total $ 10,202 $ 13,115
============ ============
</TABLE>
Dividends received from investees amounted to $244 million in 2001, $215 million
in 2000 and $336 million in 1999.
Equity Investees
CANTV
Compania Anonima Nacional Telefonos de Venezuela (CANTV) is the primary provider
of local telephone service and national and international long-distance service
in Venezuela. CANTV also provides wireless, Internet-access and directory
advertising services. At December 31, 2001 and 2000, our investment in CANTV
included unamortized goodwill, which is being amortized on a straight-line basis
over a period of 40 years, of $673 million and $715 million, respectively.
In October 2001, shareholders of CANTV approved an extraordinary dividend of
approximately $550 million, to be paid in two installments in December 2001 and
March 2002, and a share repurchase program of up to 15% of CANTV's shares.
During December 2001, we received approximately $167 million from the repurchase
program and $85 million in dividends.
Omnitel
Omnitel Pronto Italia S.p.A. (Omnitel) operates a cellular mobile telephone
network in Italy. Goodwill related to this investment totals $995 million which
is being amortized on a straight-line basis over a period of 25 years. At
December 31, 2001 and 2000, remaining goodwill was approximately $703 million
and $779 million, respectively.
TELUS
Prior to 1999, we had a 50.8% ownership interest in BC TELECOM, a full-service
telecommunications provider in the province of British Columbia, Canada. On
January 31, 1999, BC TELECOM and TELUS Corporation merged to form TELUS
Corporation (TELUS). Our ownership interest in TELUS at the time of the merger
was approximately 26.7%. Accordingly, we changed the accounting for our
investment from consolidation to the equity method effective January 1, 1999.
On October 20, 2000, TELUS acquired 98.5% of Clearnet Communications Inc., a
leading Canadian wireless company through the issuance of non-voting TELUS
shares, creating Canada's largest wireless company in terms of annual revenue.
The issuance of additional TELUS shares diluted Verizon's interest in TELUS from
26.7% to approximately 22.0%.
At December 31, 2001 and 2000, our investment in TELUS included unamortized
goodwill of $55 million and $345 million, respectively, which we are amortizing
on a straight-line basis over a period of 20 years.
TELPRI
In March 1999, we completed our 40% investment in Telecomunicaciones de Puerto
Rico, Inc. (TELPRI), which provides local, wireless, long-distance, paging, and
Internet-access services in Puerto Rico. At December 31, 2001 and 2000, our
investment in TELPRI included unamortized goodwill, which is being amortized on
a straight-line basis over a period of 25 years, of $206 million and $211
million, respectively.
On January 25, 2002, Verizon exercised its option to purchase an additional 12%
of TELPRI common stock, from PRTA Holdings Corporation, an entity of the
government of Puerto Rico. Verizon obtained the option as part of the March 1999
TELPRI privatization. We now hold 52% of
41
<PAGE>
TELPRI stock, up from 40%. As a result, Verizon changed the accounting for its
investment in Puerto Rico from equity method to full consolidation, effective
January 1, 2002.
Other Equity Investees
We also have international wireless investments in the Czech Republic, Slovakia,
Greece, Taiwan and Indonesia. These investments are in joint ventures to build
and operate cellular networks in these countries. We also have an investment in
a company in the Philippines which provides telecommunications services in some
regions of that country. The remaining investments include wireless partnerships
in the U.S., real estate partnerships, publishing joint ventures, and several
other domestic and international joint ventures.
Cost Investees
Some of our cost investments are carried at their current market value,
principally our investment in TCNZ, as described below. Other cost investments
are carried at their original cost, except in cases where we have determined
that a decline in the estimated market value of an investment is other than
temporary as described in Note 9.
Genuity
In June 2000, Genuity, which had formerly been a wholly owned subsidiary, issued
common stock through an initial public offering. As a result, our common stock
voting interest was reduced, and is at a current level of 8.2%. As we no longer
have the ability to exercise significant influence over operating and financial
policies of Genuity, we changed the accounting for our investment from full
consolidation of its financial results to the cost method. The FCC required the
sale as a condition of the Bell Atlantic-GTE merger (see Note 3).
Genuity's revenues for the first six months of 2000, the period prior to
deconsolidation, were $529 million and its net loss was $281 million. Genuity's
revenues and net loss for the period from July 1, 2000 to December 31, 2000 were
$621 million and $513 million, respectively. For the year ended December 31,
2001, Genuity's revenues and net loss were $1,221 million and $3,960 million
respectively. Genuity's results of operations after June 30, 2000 are not
included in our results, consistent with the cost method of accounting.
If, in the future, we meet the criteria necessary to exercise our conversion
right and regain control of Genuity, we would be required by generally accepted
accounting principles to restate our financial results to include our share of
Genuity's losses.
During 2001, we recorded a pretax charge of $1,251 million ($1,251 million
after-tax, or $.46 per diluted share) related to our cost investment in Genuity.
The charge was necessary because we determined that the decline in the estimated
fair value of Genuity was other than temporary. Our investment in Genuity is not
considered a marketable security given its unique characteristics and the
associated contingent conversion right (see Note 3 for additional information).
However, we estimated fair value based on the number of shares of Genuity we
would own, assuming the exercise of the contingent conversion right, and the
market value of Genuity common stock.
C&W/NTL
Prior to 2000, we transferred our interests in cable television and
telecommunications operations in the United Kingdom to CWC in exchange for an
18.5% ownership interest in CWC, an international telecommunications service
provider. In May 2000, C&W, NTL and CWC completed a restructuring of CWC. Under
the terms of the restructuring, CWC's consumer cable telephone, television and
Internet operations were separated from its corporate, business, Internet
protocol and wholesale operations. Once separated, the consumer operations were
acquired by NTL and the other operations were acquired by C&W. In connection
with the restructuring, we, as a shareholder in CWC, received shares in the two
acquiring companies, representing approximately 9.1% of the NTL shares
outstanding at the time and approximately 4.6% of the C&W shares outstanding at
the time. Based on this level of ownership, our investments in NTL and C&W are
accounted for under the cost method. See Note 9 for information regarding a gain
on the restructuring of CWC and declines in market value considered other than
temporary.
TCNZ
TCNZ is the principal provider of telecommunications services in New Zealand. In
1998, we issued $2,455 million of 5.75% senior exchangeable notes due on April
1, 2003. The notes were exchangeable into 437.1 million ordinary shares of TCNZ
stock at the option of the holder, beginning September 1, 1999. As of December
31, 2001, $8,000 in principal amount of notes has been delivered for exchange.
See Note 14 for additional information on the TCNZ exchangeable notes.
Agreement with MFN
On March 6, 2000, we invested approximately $1.7 billion in MFN, a domestic and
international provider of dedicated fiber optic networks in major metropolitan
markets. This investment included $715 million to acquire approximately 9.5% of
the equity of MFN through the purchase of newly issued shares at $14 per share
(after two-for-one stock split). We also purchased approximately $975 million in
subordinated debt securities convertible at our option, upon receipt of
necessary government approvals, into MFN common stock at a conversion price of
$17 per share (after two-for-one stock split) or an additional 9.6% of the
equity of MFN. This investment completed a portion of our previously announced
agreement, as amended, with MFN, which included the acquisition of approximately
$350 million of long-term capacity on MFN's fiber optic networks, beginning in
1999 through 2002. Of the $350 million, $35 million was paid in November 1999,
$105 million was paid in October 2000 and $95 million was paid in 2001. However,
in 2001 we renegotiated several significant terms of our MFN investment and
commitments, in connection with a new financing arrangement. We purchased an
additional $50 million of subordinated convertible notes, that are convertible
into MFN common stock at a conversion price of $.53 per share. This new
financing arrangement also repriced $500 million of the subordinated convertible
notes purchased in 2000 at a conversion price of $3 per share (from $17 per
share). Furthermore, the remaining obligations under the long-term capacity
agreement of $115 million will be satisfied through purchases in the amount of
$90 million in 2002, $10 million in 2003 and 2004, and $5 million in 2005. See
Note 9 for information regarding declines in market value considered other than
temporary.
42
<PAGE>
Other Cost Investees
Other cost investments include a variety of domestic and international
investments primarily involved in providing telecommunication services.
- --------------------------------------------------------------------------------
Note 11
- --------------------------------------------------------------------------------
Minority Interest
- --------------------------------------------------------------------------------
Minority interests in equity of subsidiaries were as follows:
(dollars in millions)
At December 31, 2001 2000
- --------------------------------------------------------------------------------
Minority interests in consolidated
subsidiaries:
Wireless joint venture (see Note 8) $ 21,243 $ 20,894
Cellular partnerships and other 329 489
Iusacell (39.4% and 37.2%) 234 132
CTI Holdings, S.A. (65.3% and 59.5%) 124 103
Preferred securities issued by subsidiaries 219 212
-----------------------------------
$ 22,149 $ 21,830
===================================
Iusacell
Iusacell is a wireless telecommunications company in Mexico. Since we control
its board of directors, we consolidate Iusacell. Through March 2001, Peralta
Group was another large shareholder of Iusacell. Under an agreement dated
February 22, 1999, the Peralta Group could have required us to purchase from it
approximately 517 million Iusacell shares for $.75 per share, or approximately
$388 million in the aggregate, by giving notice of exercise between November 15
and December 15, 2001. However, in April 2001, Peralta Group sold its 34.5%
interest in Iusacell to Vodafone and is no longer a principal shareholder, which
invalidated the share agreements we had with the Peralta Group.
In November 2001, Iusacell completed a $100 million rights offering to holders
of outstanding stock. We purchased a prorata interest for $37.2 million,
Vodafone purchased a prorata interest for $34.5 million and the public purchased
$18.9 million. Verizon purchased the additional shares the public elected not to
purchase for $9.4 million. As a result of this transaction, our ownership
percentage in Iusacell increased to 39.4% in 2001.
CTI
CTI provides wireless services in Argentina. During 2001, we purchased
additional equity in CTI through equity contributions, which increased our
ownership percentage to 65.3%. See Note 6 for additional information pertaining
to a charge recorded in 2001 relating to our interest in CTI.
- --------------------------------------------------------------------------------
Note 12
- --------------------------------------------------------------------------------
Plant, Property and Equipment
- --------------------------------------------------------------------------------
The following table displays the details of plant, property and equipment, which
is stated at cost:
(dollars in millions)
At December 31, 2001 2000
- --------------------------------------------------------------------------------
Land $ 850 $ 805
Buildings and equipment 13,285 12,258
Network equipment 132,035 124,779
Furniture, office and data processing
equipment 15,568 12,720
Work in progress 1,970 2,480
Leasehold improvements 1,516 1,563
Other 4,362 4,352
-----------------------------------
169,586 158,957
Accumulated depreciation (95,167) (89,453)
-----------------------------------
Total $ 74,419 $ 69,504
===================================
- --------------------------------------------------------------------------------
Note 13
- --------------------------------------------------------------------------------
Leasing Arrangements
- --------------------------------------------------------------------------------
As Lessor
We are the lessor in leveraged and direct financing lease agreements under which
commercial aircraft and power generating facilities, which comprise the majority
of the portfolio, along with industrial equipment, real estate property,
telecommunications and other equipment are leased for remaining terms of 1 to 46
years as of December 31, 2001. Minimum lease payments receivable represent
unpaid rentals, less principal and interest on third-party nonrecourse debt
relating to leveraged lease transactions. Since we have no general liability for
this debt, which holds a senior security interest in the leased equipment and
rentals, the related principal and interest have been offset against the minimum
lease
43
<PAGE>
payments receivable in accordance with generally accepted accounting principles.
All recourse debt is reflected in our consolidated balance sheets.
Finance lease receivables, which are included in Prepaid Expenses and Other and
Other Assets in our consolidated balance sheets are comprised of the following:
<TABLE>
<CAPTION>
(dollars in millions)
At December 31, 2001 2000
- ----------------------------------------------------------------------------------------------------------------------------------
Direct Direct
Leveraged Finance Leveraged Finance
Leases Leases Total Leases Leases Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Minimum lease payments receivable $ 3,645 $ 321 $ 3,966 $ 3,625 $ 437 $ 4,062
Estimated residual value 2,499 42 2,541 2,459 53 2,512
Unearned income (2,355) (47) (2,402) (2,374) (66) (2,440)
----------------------------------------------------------------------------------------------
$ 3,789 $ 316 4,105 $ 3,710 $ 424 4,134
================================ ===============================
Allowance for doubtful accounts (53) (46)
-------------- -------------
Finance lease receivables, net $ 4,052 $ 4,088
-------------- -------------
Current $ 71 $ 126
-------------- -------------
Noncurrent $ 3,981 $ 3,962
============== =============
</TABLE>
Accumulated deferred taxes arising from leveraged leases, which are included in
Deferred Income Taxes, amounted to $3,079 million at December 31, 2001 and
$2,942 million at December 31, 2000.
44
<PAGE>
As Lessor
The following table is a summary of the components of income from leveraged
leases:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Pretax lease income $ 64 $ 135 $ 138
Income tax expense/(benefit) (32) 46 49
Investment tax credits 3 3 2
The future minimum lease payments to be received from noncancelable leases, net
of nonrecourse loan payments related to leveraged and direct financing leases in
excess of debt service requirements, for the periods shown at December 31, 2001,
are as follows:
(dollars in millions)
Years Capital Leases Operating Leases
- --------------------------------------------------------------------------------
2002 $ 192 $ 44
2003 155 31
2004 123 27
2005 145 23
2006 97 20
Thereafter 3,254 62
------------------------------------------------
Total $ 3,966 $ 207
================================================
As Lessee
We lease certain facilities and equipment for use in our operations under both
capital and operating leases. Total rent expense under operating leases amounted
to $1,282 million in 2001, $1,052 million in 2000 and $1,008 million in 1999.
Capital lease amounts included in plant, property and equipment are as follows:
(dollars in millions)
At December 31, 2001 2000
- --------------------------------------------------------------------------------
Capital leases $ 482 $ 283
Accumulated amortization (263) (165)
-------------------------------------
Total $ 219 $ 118
=====================================
The aggregate minimum rental commitments under noncancelable leases for the
periods shown at December 31, 2001, are as follows:
<TABLE>
<CAPTION>
(dollars in millions)
Years Capital Leases Operating Leases
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
2002 $ 71 $ 723
2003 67 655
2004 84 612
2005 29 566
2006 23 695
Thereafter 99 2,226
----------------------------------------
Total minimum rental commitments 373 $ 5,477
====================
Less interest and executory costs (94)
------------------
Present value of minimum lease payments 279
Less current installments (50)
------------------
Long-term obligation at December 31, 2001 $ 229
==================
</TABLE>
As of December 31, 2001, the total minimum sublease rentals to be received in
the future under noncancelable operating and capital subleases were $187 million
and $6 million, respectively.
45
<PAGE>
- --------------------------------------------------------------------------------
Note 14
- --------------------------------------------------------------------------------
Debt
- --------------------------------------------------------------------------------
Debt Maturing Within One Year
Debt maturing within one year is as follows:
<TABLE>
<CAPTION>
(dollars in millions)
At December 31, 2001 2000
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Notes payable
Commercial paper $ 12,781 $ 12,659
Bank loans 39 151
Short-term notes 12 209
Long-term debt maturing within one year 5,837 1,819
-----------------------------------------
Total debt maturing within one year $ 18,669 $ 14,838
=========================================
Weighted-average interest rates for notes
payable outstanding at year-end 2.1% 6.5%
</TABLE>
Capital expenditures (primarily construction of telephone plant) are partially
financed, pending long-term financing, through bank loans and the issuance of
commercial paper payable within 12 months.
At December 31, 2001, we had approximately $7.9 billion of unused bank lines of
credit. Certain of these lines of credit contain requirements for the payment of
commitment fees.
Assets of Iusacell and CTI, totaling approximately $1,427 million and $747
million, respectively, at December 31, 2001, are subject to lien under credit
facilities with certain bank lenders, equipment suppliers and other financial
institutions.
Long-Term Debt
Outstanding long-term debt obligations are as follows:
<TABLE>
<CAPTION>
(dollars in millions)
At December 31, Interest Rates % Maturities 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Notes payable 1.93-18.75 2002 - 2030 $ 18,377 $ 10,667
Telephone subsidiaries - debentures and first/refunding mortgage bonds 2.00-7.00 2002 - 2041 11,408 9,574
7.13-7.75 2002 - 2033 3,590 3,990
7.85-9.67 2009 - 2031 2,383 2,817
Other subsidiaries - debentures and other 6.36-14.00 2002 - 2028 5,062 5,558
Zero-coupon convertible notes, net of unamortized discount of $2,386 3.0% yield 2021 3,056 -
Employee stock ownership plan loans:
GTE guaranteed obligations 9.73 2005 311 388
NYNEX debentures 9.55 2010 230 256
Capital lease obligations (average rate 9.4% and 9.4%) and other
lease-related debt (average rate 4.8% and 4.8%) 1,392 1,337
Exchangeable notes, net of unamortized discount of $146 and $180 4.25-5.75 2003 - 2005 5,744 5,710
Revolving loans expected to be refinanced on a long-term basis 6.86 - 4,120
Property sale holdbacks held in escrow and other 4.86-6.00 2002 - 2003 39 13
Unamortized discount, net of premium (98) (120)
------------------------
Total long-term debt, including current maturities 51,494 44,310
Less maturing within one year (5,837) (1,819)
------------------------
Total long-term debt $ 45,657 $ 42,491
========================
</TABLE>
46
<PAGE>
Telephone Subsidiaries' Debt
The telephone subsidiaries' debentures outstanding at December 31, 2001 include
$1,542 million that are callable. The call prices range from 100% to 106% of
face value, depending upon the remaining term to maturity of the issue. All of
our refunding mortgage bonds of $305 million are also callable as of December
31, 2001. Our first mortgage bonds also include $18 million that are callable as
of December 31, 2001. Also, our notes payable includes a senior note of $11
million that is callable as of December 31, 2001. The call price for this
security is 101.4% of face value. Of this total callable amount of $1,876
million, $1,536 million was called subsequent to December 31, 2001. In addition,
our telephone subsidiaries' long-term debt includes $350 million that will
become redeemable in 2002 at the option of the holders. The redemption prices
will be 100.0% of face value plus accrued interest. Refunding mortgage bonds and
first mortgage bonds of $636 million are secured by certain telephone operations
assets.
Zero-Coupon Convertible Notes
In May 2001, Verizon Global Funding Corp. (Verizon Global Funding) issued
approximately $5.4 billion in principal amount at maturity of zero-coupon
convertible notes due 2021, resulting in gross proceeds of approximately $3
billion. The notes are convertible into shares of our common stock at an initial
price of $69.50 per share if the closing price of Verizon common stock on the
New York Stock Exchange exceeds specified levels or in other specified
circumstances. The conversion price increases by at least 3% a year. The initial
conversion price represents a 25% premium over the May 8, 2001 closing price of
$55.60 per share. There are no scheduled cash interest payments associated with
the notes. The zero-coupon convertible notes are callable by Verizon Global
Funding on or after May 15, 2006. In addition, the notes are redeemable at the
option of the holders on May 15th in each of the years 2004, 2006, 2011 and
2016.
Exchangeable Notes
In 1998, Verizon Global Funding issued $2,455 million of 5.75% senior
exchangeable notes due on April 1, 2003 (TCNZ exchangeable notes). The TCNZ
exchangeable notes are exchangeable into 437.1 million ordinary shares of TCNZ
stock at the option of the holder, beginning on September 1, 1999. The exchange
price was established at a 20% premium to the TCNZ share price at the pricing
date of the offering. Upon exchange by investors, we retain the option to settle
in cash or by delivery of TCNZ shares. During the period from April 1, 2001 to
March 31, 2002, the TCNZ exchangeable notes are callable at our option at 102.3%
of the principal amount and, thereafter and prior to maturity at 101.15%. As of
December 31, 2001, $8,000 in principal amount of notes has been delivered for
exchange.
Also in 1998, Verizon Global Funding issued $3,180 million of 4.25% senior
exchangeable notes due on September 15, 2005 (CWC exchangeable notes). When
issued, the CWC exchangeable notes were exchangeable into 277.6 million ordinary
shares of CWC stock at the option of the holder beginning on July 1, 2002. The
exchange price was established at a 28% premium to the CWC share price at the
pricing date of the offering. The CWC exchangeable notes were issued at a
discount, and as of December 31, 2001 and December 31, 2000, the notes had a
carrying value of $3,289 million and $3,255 million, respectively. In connection
with a restructuring of CWC described in Note 10, the CWC exchangeable notes are
now exchangeable into 128.4 million shares of C&W and 24.5 million shares of
NTL. The CWC exchangeable notes are redeemable at our option, beginning
September 15, 2002, at escalating prices from 104.2% to 108.0% of the principal
amount. If the CWC exchangeable notes are not called or exchanged prior to
maturity, they will be redeemable at 108.0% of the principal amount at that
time.
The TCNZ exchangeable notes are indexed to the fair market value of the TCNZ
common stock and the CWC exchangeable notes are indexed to the fair market value
of the C&W and NTL common stock. If the price of the shares exceeds the exchange
price established at the offering date, a mark-to-market adjustment is recorded,
recognizing an increase in the carrying value of the debt obligation and a
charge to income. If the price of the shares subsequently declines, the debt
obligation is reduced (but not to less than the amortized carrying value of the
notes).
At December 31, 2001 and 2000, the exchange price exceeded the combined value of
the C&W and NTL share prices, resulting in the notes recorded at their amortized
carrying value with no mark-to-market adjustments. The decrease in the debt
obligation since December 31, 1999 of $664 million was recorded as an increase
to income in 2000 ($431 million after-tax, or $.16 per diluted share). For 1999,
the CWC share price exceeded the exchange price and we recorded an increase in
the carrying value of the CWC exchangeable notes of $664 million and a
corresponding charge to income ($432 million after-tax, or $.16 per diluted
share). As of December 31, 2001, we have recorded no mark-to-market adjustments
for the TCNZ exchangeable notes.
Support Agreements
All of Verizon Global Funding's debt has the benefit of Support Agreements
between us and Verizon Global Funding, which guarantee payment of interest,
premium (if any) and principal outstanding should Verizon Global Funding fail to
pay. The holders of Verizon Global Funding debt do not have recourse to the
stock or assets of most of our telephone operations or TCNZ; however, they do
have recourse to dividends paid to us by any of our consolidated subsidiaries as
well as assets not covered by the exclusion. Verizon Global Funding's long-term
debt, including current portion, aggregated $19,591 million at December 31,
2001. The carrying value of the available assets reflected in our consolidated
financial statements was approximately $66.0 billion at December 31, 2001.
Refinancing of Short-Term Debt
As of December 31, 2000, Verizon had the ability and intent to extend $4,120
million of short-term revolving loans beyond one year. Consequently, this debt
was reclassified to Long-Term Debt in the consolidated balance sheets. As of
December 31, 2001, these revolving loans have been replaced with other floating
and fixed rate long-term debt.
Maturities of Long-Term Debt
Maturities of long-term debt outstanding at December 31, 2001 are $5.8 billion
in 2002, $6.0 billion in 2003, $5.4 billion in 2004, $5.8 billion in 2005, $4.3
billion in 2006 and $24.2 billion thereafter. These amounts include the
redeemable debt at the earliest redemption dates.
47
<PAGE>
- --------------------------------------------------------------------------------
Note 15
- --------------------------------------------------------------------------------
Financial Instruments
- --------------------------------------------------------------------------------
Derivatives - Effective January 1, 2001
We adopted the provisions of SFAS No. 133 effective January 1, 2001. The initial
impact of adoption of SFAS No. 133 on our consolidated financial statements was
recorded as a cumulative effect of an accounting change resulting in a charge of
$182 million to current earnings and income of $110 million to other
comprehensive income (loss). The recognition of assets and liabilities was
immaterial to our financial position. The ongoing effect of SFAS No. 133 on our
consolidated financial statements will be determined each quarter by several
factors, including the specific hedging instruments in place and their
relationships to hedged items, as well as market conditions at the end of each
period. For the year ended December 31, 2001, we recorded a charge to current
earnings of $182 million and a loss of $43 million to other comprehensive income
(loss).
Interest Rate Risk Management
We have entered into domestic interest rate swaps, to achieve a targeted mix of
fixed and variable rate debt, where we principally receive fixed rates and pay
variable rates based on LIBOR. These swaps hedge against changes in the fair
value of our debt portfolio. We record the interest rate swaps at fair value in
our balance sheet as assets and liabilities and adjust debt for the change in
its fair value due to changes in interest rates. The ineffective portions of
these hedges at January 1, 2001 and December 31, 2001 were immaterial to our
operating results.
Foreign Exchange Risk Management
Our foreign exchange risk management includes the use of foreign currency
forward contracts and cross currency interest rate swaps with foreign currency
forwards. These contracts are typically used to hedge short-term foreign
currency transactions and commitments, or to offset foreign exchange gains or
losses on the foreign currency obligations and are designated as cash flow
hedges. The contracts have maturities ranging from approximately one month to
four years. We record these contracts at fair value as assets or liabilities and
the related gains or losses are deferred in shareowners' investment as a
component of other comprehensive income (loss). We have recorded $43 million in
other comprehensive losses at December 31, 2001.
Other Derivatives
Conversion Option
In 2001 and 2000, we invested a total of approximately $1.7 billion in MFN (see
Note 10 for additional information), including $1,025 million in convertible
debt securities. The conversion options on the MFN debt securities have, as
their underlying risk, changes in the MFN stock price. This risk is not clearly
and closely related to the change in interest rate risk underlying the debt
securities. Under SFAS No. 133 we are required to separate the conversion
options, considered embedded derivatives, from the debt securities in order to
account for changes in the fair value of the conversion options separately from
changes in the fair value of the debt securities. The debt securities will
retain their classification as available-for-sale with any temporary changes to
fair value being recorded to other comprehensive income (loss). The fair value
of the conversion options are recognized as assets in our balance sheet and we
record the mark-to-market adjustment in current earnings. The fair value of the
debt securities and the conversion options are recorded in Investments in
Unconsolidated Businesses in the consolidated balance sheets.
A net charge of $186 million related to the conversion options was included as
part of the cumulative effect of the accounting change recorded on January 1,
2001. A net charge of $163 million was recorded as a mark-to-market adjustment
for the year ended December 31, 2001. As of December 31, 2001, the value of the
conversion options on our consolidated balance sheet is approximately $48
million.
Warrants
On October 10, 2000, we received warrants giving us the right to obtain 3.1
million shares of Interland, Inc. common stock for an exercise price of $18 per
share in association with an agreement to purchase an ownership interest in a
business. SFAS No. 133 requires that these warrants be recorded at fair value in
the balance sheet with mark-to-market adjustments recorded in current earnings.
A gain of $3 million was recorded as the cumulative effect of an accounting
change on January 1, 2001 and a $2 million charge was recorded for the year
ended December 31, 2001 as a mark-to-market adjustment.
Call Options
We previously entered into several long-term call options on our common stock to
hedge our exposure to compensation expense related to stock-based compensation.
Prior to the adoption of SFAS No. 133, we recognized gains and losses in current
earnings based on changes in the intrinsic values of the options caused by
changes in the underlying stock price. SFAS No. 133 requires that we record the
fair value of the options as assets and recognize the mark-to-market adjustments
as gains or losses in current earnings. As such, we included income of $3
million as part of the cumulative effect of an accounting change on January 1,
2001 and recorded a charge of $13 million as a mark-to-market adjustment for the
year ended December 31, 2001.
Japanese Leveraged Leases
We previously entered into several long-term foreign currency forward contracts
to offset foreign exchange gains or losses associated with Japanese yen
denominated capitalized lease payments. In accordance with SFAS No. 133, these
contracts were designated as effective cash flow hedges; however, late in 2000,
we sold a location which held some of the capital leased assets. The assets and
corresponding capital lease obligations were transferred to the purchaser as
part of the sale. The forward contracts associated with the sold assets no
longer qualify for hedge accounting under SFAS No. 133, and are recorded at fair
value with mark-to-market adjustments recognized in current earnings. We
recorded a charge of $4 million as part of the cumulative effect of an
accounting change on January 1, 2001 and recorded a charge of $4 million in
mark-to-market adjustment for the year ended December 31, 2001. We have recorded
$2 million in other comprehensive losses at December 31, 2001 for the contracts
designated as effective cash flow hedges.
48
<PAGE>
Derivatives - Prior to January 1, 2001
Prior to January 1, 2001, we applied several accounting principles pertaining to
our investments in derivatives, which have been superseded by SFAS No. 133. The
table that follows provides additional information about our risk management in
accordance with those principles. The notional amounts shown were used to
calculate interest payments, foreign currencies and stock to be exchanged. These
amounts were not actually paid or received, nor were they a measure of our
potential gains or losses from market risks. They did not represent our exposure
in the event of nonperformance by a counterparty or our future cash
requirements. Our financial instruments were grouped based on the nature of the
hedging activity.
<TABLE>
<CAPTION>
(dollars in millions)
Weighted-Average Rate
Notional ----------------------
At December 31, 2000 Amount Maturities Receive Pay
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Rate Swap Agreements
Pay fixed $ 270 2001 - 2005 Various 6.3%
Pay variable $ 901 2001 - 2007 7.0% Various
Foreign Currency Contracts $ 613 2001 - 2005
Interest Rate Cap/Floor Agreements $ 147 2001 - 2002
Basis Swap Agreements $ 1,001 2003 - 2004
Call Options on Common Stock $ 80 2001 - 2006
</TABLE>
Interest Rate Risk Management
Interest rate swap agreements, which sometimes incorporated options and interest
rate caps and floors were all used to adjust the interest rate profile of our
debt portfolio and allowed us to achieve a targeted mix of fixed and variable
rate debt. We entered into domestic interest rate swaps, where we principally
paid floating rates and received fixed rates, as indicated in the previous
table, primarily based on six-month LIBOR. At December 31, 2000, the six-month
LIBOR was 6.2%.
Foreign Exchange Risk Management
Our foreign exchange risk management included the use of foreign currency
forward contracts, options and foreign currency swaps. Forward contracts and
options called for the sale or purchase, or the option to sell or purchase,
certain foreign currencies on a specified future date. These contracts were
typically used to hedge short-term foreign currency transactions and
commitments, or to offset foreign exchange gains or losses on the foreign
currency obligations. The contracts outstanding at December 31, 2000 had
maturities ranging from approximately one month to four years.
Our net equity position in unconsolidated foreign businesses as reported in our
consolidated balance sheets totaled $5,386 million at December 31, 2000. Our
most significant investments at December 31, 2000 had operations in Italy,
Venezuela and Canada.
Our equity income is subject to exchange rate fluctuations when our equity
investees have balances denominated in currencies other than the investees'
functional currency. We recognized losses of $2 million in 2000 and $9 million
in 1999 related to such fluctuations in Equity in Income (Loss) from
Unconsolidated Businesses. In 2000, our consolidated subsidiaries recognized a
net loss of $23 million related to balances denominated in currencies other than
their functional currencies. Our consolidated subsidiaries recognized a net gain
of $14 million in 1999, primarily due to a $15 million gain recognized by
Iusacell related to balances denominated in a currency other than its functional
currency, the Mexican peso.
We continually monitor the relationship between gains and losses recognized on
all of our foreign currency contracts and on the underlying transactions being
hedged to mitigate market risk.
Concentrations of Credit Risk
Financial instruments that subject us to concentrations of credit risk consist
primarily of temporary cash investments, short-term and long-term investments,
trade receivables, certain notes receivable, preferred stock, and derivative
contracts. Our policy is to place our temporary cash investments with major
financial institutions. Counterparties to our derivative contracts are also
major financial institutions and organized exchanges. The financial institutions
have all been accorded high ratings by primary rating agencies. We limit the
dollar amount of contracts entered into with any one financial institution and
monitor our counterparties' credit ratings. We generally do not give or receive
collateral on swap agreements due to our credit rating and those of our
counterparties. While we may be exposed to credit losses due to the
nonperformance of our counterparties, we consider the risk remote and do not
expect the settlement of these transactions to have a material effect on our
results of operations or financial condition.
49
<PAGE>
Fair Values of Financial Instruments
The tables that follow provide additional information about our material
financial instruments:
Financial Instrument Valuation Method
- --------------------------------------------------------------------------------
Cash and cash equivalents and short-term investments Carrying amounts
Short- and long-term debt (excluding capital Market quotes for
leases and exchangeable notes) similar terms and
maturities or future
cash flows discounted
at current rates
Exchangeable notes Market quotes
Cost investments in unconsolidated businesses and Future cash flows
notes receivable discounted at current
rates, market quotes
for similar
instruments or other
valuation models
<TABLE>
<CAPTION>
(dollars in millions)
2001 2000
--------------------------------------------------------------------------------
At December 31, Carrying Amount Fair Value Carrying Amount Fair Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Short- and long-term debt $ 58,303 $ 58,613 $ 51,475 $ 51,180
Exchangeable notes 5,744 5,678 5,710 5,694
Cost investments in unconsolidated
businesses 3,390 3,390 6,607 6,607
Notes receivable, net 1,299 1,299 1,395 1,393
</TABLE>
The decrease in our cost investments in unconsolidated businesses resulted
primarily from declines in the market values of our investments in Genuity, C&W,
NTL and MFN, as previously discussed.
- --------------------------------------------------------------------------------
Note 16
- --------------------------------------------------------------------------------
Shareowners' Investment
- --------------------------------------------------------------------------------
Our certificate of incorporation provides authority for the issuance of up to
250 million shares of Series Preferred Stock, $.10 par value, in one or more
series, with such designations, preferences, rights, qualifications, limitations
and restrictions as the Board of Directors may determine.
We are authorized to issue up to 4.25 billion shares of common stock.
Common Stock Buyback Program
On March 1, 2000, our Board of Directors authorized a new two-year share buyback
program through which we may repurchase up to 80 million shares of common stock
in the open market. As of December 31, 2001, we had repurchased 35.5 million
shares principally under this program. The Board of Directors also rescinded a
previous authorization to repurchase up to $1.4 billion in Verizon shares. On
January 24, 2002, our Board of Directors approved the extension of the stock
repurchase program to the earlier of the date on which the aggregate number of
shares purchased under the program after March 1, 2000 reaches 80 million
shares, or the close of business on February 29, 2004. All other terms of the
prior resolutions dated March 1, 2000 remain in full force and effect.
50
<PAGE>
- --------------------------------------------------------------------------------
Note 17
- --------------------------------------------------------------------------------
Earnings Per Share
- --------------------------------------------------------------------------------
The following table is a reconciliation of the numerators and denominators used
in computing earnings per share:
<TABLE>
<CAPTION>
(dollars and shares in millions, except per share amounts)
Years Ended December 31, 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Income Available to Common Shareowners
Income before extraordinary items and cumulative effect of accounting
change $ 590 $ 10,810 $ 8,296
Redemption of subsidiary preferred stock - (10) -
----------------------------------------------------
Income available to common shareowners* 590 10,800 8,296
Extraordinary items, net (19) 1,027 (36)
Cumulative effect of accounting change, net (182) (40) -
----------------------------------------------------
Net income available to common shareowners* $ 389 $ 11,787 $ 8,260
====================================================
Basic Earnings (Loss) Per Common Share
Weighted-average shares outstanding 2,710 2,713 2,739
----------------------------------------------------
Income before extraordinary items and cumulative effect of accounting
change $ .22 $ 3.98 $ 3.03
Extraordinary items, net (.01) .37 (.01)
Cumulative effect of accounting change, net (.07) (.01) -
----------------------------------------------------
Net income $ .14 $ 4.34 $ 3.02
====================================================
Diluted Earnings (Loss) Per Common Share
Weighted-average shares outstanding 2,710 2,713 2,739
Effect of dilutive securities 20 24 38
----------------------------------------------------
Weighted-average shares - diluted 2,730 2,737 2,777
====================================================
Income before extraordinary items and cumulative effect of accounting
change $ .22 $ 3.95 $ 2.98
Extraordinary items, net (.01) .37 (.01)
Cumulative effect of accounting change, net (.07) (.01) -
----------------------------------------------------
Net income $ .14 $ 4.31 $ 2.97
====================================================
</TABLE>
* Income and Net income available to common shareowners is the same for purposes
of calculating basic and diluted earnings per share.
Certain outstanding options to purchase shares were not included in the
computation of diluted earnings per common share because to do so would have
been anti-dilutive for the period, including approximately 115.7 million shares
during 2001, 85.3 million shares during 2000 and .3 million shares during 1999.
- --------------------------------------------------------------------------------
Note 18
- --------------------------------------------------------------------------------
Stock Incentive Plans
- --------------------------------------------------------------------------------
We have stock-based compensation plans, which permit the issuance of stock-based
instruments, including fixed stock options, performance-based shares, restricted
stock and phantom shares. We recognize no compensation expense for our fixed
stock option plans. Compensation expense charged to income for our
performance-based share plans was $66 million in 2001, $101 million in 2000, and
$61 million in 1999. If we had elected to recognize compensation expense based
on the fair value at the date of grant for the fixed and performance-based plan
awards consistent with the provisions of SFAS No. 123, net income and earnings
per share would have been changed to the pro forma amounts below:
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Years Ended December 31, 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) available to common shareowners As reported $ 389 $ 11,787 $ 8,260
Pro forma (109) 11,445 8,075
Diluted earnings (loss) per share As reported $ .14 $ 4.31 $ 2.97
Pro forma (.04) 4.19 2.91
</TABLE>
51
<PAGE>
We determined the pro forma amounts using the Black-Scholes option-pricing model
based on the following weighted-average assumptions:
2001 2000 1999
- --------------------------------------------------------------------------------
Dividend yield 2.7% 3.3% 3.4%
Expected volatility 29.1% 27.5% 20.0%
Risk-free interest rate 4.8% 6.2% 5.3%
Expected lives (in years) 6 6 6
The weighted-average value of options granted during 2001, 2000 and 1999 was
$15.24, $13.09 and $11.58, respectively.
Our stock incentive plans are described below:
Fixed Stock Option Plans
We have fixed stock option plans for substantially all employees. Options to
purchase common stock were granted at a price equal to the market price of the
stock at the date of grant. The options generally vest over three years and have
a maximum term of ten years.
This table summarizes our fixed stock option plans:
Stock Options Weighted-Average
(in thousands) Exercise Price
- --------------------------------------------------------------------------------
Outstanding, January 1, 1999 135,053 $ 36.01
Granted 55,423 55.21
Exercised (30,189) 34.05
Canceled/forfeited (4,123) 43.19
----------------
Outstanding, December 31, 1999 156,164 42.76
Granted 98,022 48.93
Exercised (14,663) 35.57
Canceled/forfeited (6,955) 51.39
----------------
Outstanding, December 31, 2000 232,568 45.58
Granted 34,217 55.93
Exercised (15,358) 35.64
Canceled/forfeited (6,219) 47.82
----------------
Outstanding, December 31, 2001 245,208 47.60
----------------
Options exercisable, December 31,
1999 94,719 35.79
2000 111,021 40.97
2001 131,924 45.29
The following table summarizes information about fixed stock options outstanding
as of December 31, 2001:
<TABLE>
<CAPTION>
Stock Options Outstanding Stock Options Exercisable
-----------------------------------------------------------------------------------------------------------
Range of Exercise Weighted-Average Weighted-Average Weighted-Average
Prices Shares (in thousands) Remaining Life Exercise Price Shares (in thousands) Exercise Price
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 20.00 - 29.99 13,905 2.1 years $ 25.41 13,905 $ 25.41
30.00 - 39.99 32,073 4.7 34.76 32,073 34.76
40.00 - 49.99 82,409 7.9 44.08 29,066 45.35
50.00 - 59.99 114,784 8.0 56.13 55,243 55.86
60.00 - 69.99 2,037 7.8 62.44 1,637 62.69
------------------- --------------------
Total 245,208 7.2 47.60 131,924 45.29
=================== ====================
</TABLE>
Performance-Based Shares
Performance-based share programs provided for the granting of awards to certain
key employees of the former Bell Atlantic, which are now fully vested. Certain
key employees of the former GTE participated in the Equity Participation Program
(EPP). Under EPP, a portion of their cash bonuses were deferred and held in
restricted stock units for a minimum of three years. In 2000, certain key
Verizon employees were granted restricted stock units that vest over a three to
five year period.
The number of shares outstanding in the performance-based share programs were
4,507,000, 4,387,000 and 2,133,000 at December 31, 2001, 2000 and 1999,
respectively.
52
<PAGE>
- --------------------------------------------------------------------------------
Note 19
- --------------------------------------------------------------------------------
Employee Benefits
- --------------------------------------------------------------------------------
We maintain noncontributory defined benefit pension plans for substantially all
employees. The postretirement healthcare and life insurance plans for our
retirees and their dependents are both contributory and noncontributory and
include a limit on the company's share of cost for certain recent and future
retirees. We also sponsor defined contribution savings plans to provide
opportunities for eligible employees to save for retirement on a tax-deferred
basis.
Pension and Other Postretirement Benefits
Pension and other postretirement benefits for the majority of our employees are
subject to collective bargaining agreements. Modifications in benefits have been
bargained from time to time, and we may also periodically amend the benefits in
the management plans. At December 31, 2001, shares of our common stock accounted
for less than 1% of the assets held in the pension and postretirement benefit
trusts.
The following tables summarize benefit costs, as well as the benefit
obligations, plan assets, funded status and rate assumptions associated with
pension and postretirement healthcare and life insurance benefit plans.
Benefit Cost
<TABLE>
<CAPTION>
(dollars in millions)
Pension Healthcare and Life
-----------------------------------------------------------------------------
Years Ended December 31, 2001 2000 1999 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 665 $ 612 $ 675 $ 128 $ 121 $ 149
Interest cost 2,490 2,562 2,485 965 909 822
Expected return on plan assets (4,811) (4,686) (4,089) (461) (441) (373)
Amortization of transition asset (112) (127) (150) - - -
Amortization of prior service cost (44) (66) (94) (26) (28) (22)
Actuarial gain, net (878) (623) (241) (78) (124) (83)
-----------------------------------------------------------------------------
Net periodic benefit (income) cost (2,690) (2,328) (1,414) 528 437 493
-----------------------------------------------------------------------------
Termination benefits, curtailments and
other, net 807 (250) 152 - - -
Settlement loss (gain) 35 (911) (663) - (43) (8)
-----------------------------------------------------------------------------
Subtotal 842 (1,161) (511) - (43) (8)
-----------------------------------------------------------------------------
Total (income) cost $ (1,848) $ (3,489) $ (1,925) $ 528 $ 394 $ 485
=============================================================================
</TABLE>
Assumptions
The actuarial assumptions used are based on market interest rates, past
experience, and management's best estimate of future economic conditions.
Changes in these assumptions may impact future benefit costs and obligations.
The weighted-average assumptions used in determining expense and benefit
obligations are as follows:
<TABLE>
<CAPTION>
Pension Healthcare and Life
----------------------------------------------------------------------
2001 2000 1999 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Discount rate at end of year 7.25% 7.75% 8.00% 7.25% 7.75% 8.00%
Long-term rate of return on plan assets for the year 9.25 9.25 9.00 9.10 9.10 8.90
Rate of future increases in compensation at end of year 5.00 5.00 4.80 4.00 4.00 4.20
Medical cost trend rate at end of year 10.00 5.00 5.75
Ultimate (year 2005) 5.00 5.00 5.15
</TABLE>
The medical cost trend rate significantly affects the reported postretirement
benefit costs and obligations. A one-percentage-point change in the assumed
healthcare cost trend rate would have the following effects:
<TABLE>
<CAPTION>
(dollars in millions)
One-Percentage-Point Increase Decrease
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Effect on 2001 total service and interest cost $ 85 $ (67)
Effect on postretirement benefit obligation as of December 31, 2001 957 (794)
</TABLE>
53
<PAGE>
<TABLE>
<CAPTION>
(dollars in millions)
Pension Healthcare and Life
------------------------------------------------------
At December 31, 2001 2000 2001 2000
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Benefit Obligation
Beginning of year $ 33,136 $ 32,996 $ 12,397 $ 11,168
Service cost 665 612 128 121
Interest cost 2,490 2,562 965 909
Plan amendments 721 564 (601) 33
Actuarial loss, net 1,888 1,275 2,394 1,067
Benefits paid (3,851) (3,371) (988) (828)
Termination benefits 813 - - -
Acquisitions (divestitures) 70 (215) 15 (43)
Settlements and curtailments 15 (1,407) - (30)
Other 444 120 - -
------------------------------------------------------
End of year 36,391 33,136 14,310 12,397
------------------------------------------------------
Fair Value of Plan Assets
Beginning of year 55,225 59,141 5,236 5,580
Actual return on plan assets (3,063) 1,294 (252) (128)
Company contributions 81 138 253 243
Benefits paid (3,851) (3,371) (517) (457)
Settlements - (1,764) - (2)
Acquisitions (divestitures) 167 (216) - -
Other (1) 3 - -
------------------------------------------------------
End of year 48,558 55,225 4,720 5,236
------------------------------------------------------
Funded Status
End of year 12,167 22,089 (9,590) (7,161)
Unrecognized
Actuarial (gain) loss, net (4,547) (15,153) 1,121 (2,019)
Prior service (benefit) cost 817 54 (980) (407)
Transition asset (160) (272) - -
------------------------------------------------------
Net amount recognized $ 8,277 $ 6,718 $ (9,449) $ (9,587)
======================================================
Amounts recognized on the balance sheet
Prepaid pension cost $ 9,738 $ 8,626 $ - $ -
Employee benefit obligation (1,601) (1,981) (9,449) (9,587)
Other assets 108 21 - -
Accumulated other comprehensive loss 32 52 - -
------------------------------------------------------
Net amount recognized $ 8,277 $ 6,718 $ (9,449) $ (9,587)
======================================================
</TABLE>
Changes in benefit obligations were caused by factors including changes in
actuarial assumptions (see "Assumptions"), plan amendments and special
termination benefits. In 2000 and 1999, the former GTE's lump-sum pension
distributions surpassed the settlement threshold equal to the sum of service
cost and interest cost requiring settlement gain recognition for all cash
settlements for each year. In 2001, Verizon announced an employee severance plan
(see Note 6). As a result, we recorded pension termination benefits of $813
million for related pension enhancements.
Savings Plan and Employee Stock Ownership Plans
We maintain four leveraged employee stock ownership plans (ESOP); two were
established by Bell Atlantic and one each by GTE and NYNEX. Under these plans,
we match a certain percentage of eligible employee contributions to the savings
plans with shares of our common stock from these ESOPs. At the date of the
respective mergers, NYNEX and GTE common stock outstanding was converted to Bell
Atlantic shares using an exchange ratio of 0.768 and 1.22 per share of Bell
Atlantic common stock to one share of NYNEX and GTE common stock, respectively.
Common stock is allocated from all leveraged ESOP trusts based on the proportion
of principal and interest paid on ESOP debt in a year to the remaining principal
and interest due over the term of the debt. At December 31, 2001, the number of
unallocated and allocated shares of common stock was 21 million and 60 million,
respectively. All leveraged ESOP shares are included in earnings per share
computations.
We recognize leveraged ESOP cost based on the modified shares allocated method
for the Bell Atlantic and GTE leveraged ESOP trusts which purchased securities
before December 15, 1989 and the shares allocated method for the NYNEX leveraged
ESOP trust which purchased securities after December 15, 1989.
54
<PAGE>
ESOP cost and trust activity consist of the following:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Compensation $ 121 $ 161 $ 176
Interest incurred 61 69 86
Dividends (36) (43) (50)
-------------------------------
Net leveraged ESOP cost 146 187 212
Additional (reduced) ESOP cost 90 (19) (74)
-------------------------------
Total ESOP cost $ 236 $ 168 $ 138
===============================
Dividends received for debt service $ 87 $ 87 $ 134
Total company contributions to
leveraged ESOP trusts $ 259 $ 151 $ 265
In addition to the ESOPs described above, we maintain savings plans for
non-management employees and employees of certain subsidiaries. Compensation
expense associated with these savings plans was $252 million in 2001, $219
million in 2000, and $161 million in 1999.
- --------------------------------------------------------------------------------
Note 20
- --------------------------------------------------------------------------------
Income Taxes
- --------------------------------------------------------------------------------
The components of income tax expense from continuing operations are as follows:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Current
Federal $ 759 $ 3,165 $ 2,612
Foreign 94 105 83
State and local 258 657 379
----------------------------------
1,111 3,927 3,074
----------------------------------
Deferred
Federal 898 2,969 1,708
Foreign (16) (60) 148
State and local 232 553 338
----------------------------------
1,114 3,462 2,194
----------------------------------
Investment tax credits (49) (28) (46)
Other credits - (352) (350)
----------------------------------
Total income tax expense $ 2,176 $ 7,009 $ 4,872
==================================
The following table shows the principal reasons for the difference between the
effective income tax rate and the statutory federal income tax rate:
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Statutory federal income tax rate 35.0% 35.0% 35.0%
State and local income tax, net of federal tax
benefits 11.5 4.3 3.5
Loss on investments 40.2 .3 -
Equity in income (loss) from unconsolidated
businesses (11.1) (1.2) (.3)
Other, net 3.1 .9 (1.2)
-------------------------------
Effective income tax rate 78.7% 39.3% 37.0%
===============================
The increase in our effective income tax rate in 2001 is primarily because tax
benefits are not currently and may never be available on many of the losses
resulting from the other than temporary decline in market value of our
investments during 2001 (see Note 9).
55
<PAGE>
Deferred taxes arise because of differences in the book and tax bases of certain
assets and liabilities. Significant components of deferred tax liabilities
(assets) are shown in the following table:
(dollars in millions)
At December 31, 2001 2000
- --------------------------------------------------------------------------------
Depreciation $ 6,171 $ 5,360
Employee benefits (533) (1,623)
Leasing activity 3,060 2,953
Net unrealized losses on marketable securities (1,124) (515)
Wireless joint venture 7,287 5,925
Exchange of CWC stock - 1,147
Other-net (459) 589
------------------------
14,402 13,836
Valuation allowance 1,574 441
------------------------
Net deferred tax liability $ 15,976 $ 14,277
========================
At December 31, 2001, undistributed earnings of our foreign subsidiaries
amounted to approximately $4 billion. Deferred income taxes are not provided on
these earnings as it is intended that the earnings are indefinitely invested
outside of the U.S. It is not practical to estimate the amount of taxes that
might be payable upon the remittance of such earnings.
The valuation allowance primarily represents the tax benefits of certain state
net operating loss carryforwards and other deferred tax assets which may expire
without being utilized. During 2001, the valuation allowance increased $1,133
million. This increase primarily relates to the write-down of investments for
which tax benefits may never be realized.
- --------------------------------------------------------------------------------
Note 21
- --------------------------------------------------------------------------------
Segment Information
- --------------------------------------------------------------------------------
We have four reportable segments, which we operate and manage as strategic
business units and organize by products and services. We measure and evaluate
our reportable segments based on adjusted net income, which excludes unallocated
corporate expenses and other adjustments arising during each period. The other
adjustments include transactions that management excludes in assessing business
unit performance due primarily to their nonrecurring and/or non-operational
nature. Although such transactions are excluded from the business segment
results, they are included in reported consolidated earnings. Gains and losses
that are not individually significant are included in all segment results, since
these items are included in management's assessment of unit performance. These
are mostly contained in International and Information Services since they
actively manage investment portfolios.
Our segments and their principal activities consist of the following:
<TABLE>
<CAPTION>
Segment Description
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Domestic Telecom Domestic wireline communications services, principally representing our telephone operations that
provide local telephone services in 32 states and the District of Columbia. These services include
voice and data transport, enhanced and custom calling features, network access, directory
assistance, private lines and public telephones. This segment also provides long distance services,
customer premises equipment distribution, data solutions and systems integration, billing and
collections, Internet access services, research and development and inventory management services.
Domestic Wireless Domestic wireless products and services include wireless voice and data services, paging services and
equipment sales.
International International wireline and wireless communications operations, investments and management contracts in
the Americas, Europe, Asia and the Pacific.
Information Domestic and international publishing businesses, including print and electronic directories and
Services Internet-based shopping guides, as well as website creation and other electronic commerce services. This
segment has operations principally in North America, Europe and Latin America.
</TABLE>
56
<PAGE>
Geographic Areas
Our foreign investments are located principally in Europe, the Americas and
Asia. Domestic and foreign operating revenues are based on the location of
customers. Long-lived assets consist of plant, property and equipment (net of
accumulated depreciation) and investments in unconsolidated businesses. The
table below presents financial information by major geographic area:
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Domestic
Operating revenues $ 64,649 $ 62,066 $ 55,802
Long-lived assets 74,462 71,180 61,944
Foreign
Operating revenues 2,541 2,641 2,392
Long-lived assets 10,159 11,439 10,406
Consolidated
Operating revenues 67,190 64,707 58,194
Long-lived assets 84,621 82,619 72,350
57
<PAGE>
Reportable Segments
The following table provides adjusted operating financial information for our
four reportable segments:
<TABLE>
<CAPTION>
(dollars in millions)
Total
Domestic Domestic Information Segments
2001 Telecom Wireless International Services Adjusted
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
External revenues $ 42,600 $ 17,352 $ 2,281 $ 4,267 $ 66,500
Intersegment revenues 478 41 56 46 621
---------------------------------------------------------------------------------------
Total operating revenues 43,078 17,393 2,337 4,313 67,121
Depreciation & amortization 9,332 3,709 422 79 13,542
Equity in income from unconsolidated
businesses 4 5 919 - 928
Interest income 133 12 93 22 260
Interest expense (1,787) (577) (439) (39) (2,842)
Income tax expense (3,262) (413) (31) (892) (4,598)
Net income 4,910 537 958 1,352 7,757
Assets 82,635 60,262 14,324 4,160 161,381
Investments in unconsolidated businesses 69 285 7,317 10 7,681
Capital expenditures 11,480 5,006 704 93 17,283
2000
- --------------------------------------------------------------------------------------------------------------------------------
External revenues $ 42,597 $ 14,194 $ 1,976 $ 4,031 $ 62,798
Intersegment revenues 746 42 - 113 901
---------------------------------------------------------------------------------------
Total operating revenues 43,343 14,236 1,976 4,144 63,699
Depreciation & amortization 8,752 2,894 355 74 12,075
Equity in income from unconsolidated
businesses 35 55 672 5 767
Interest income 116 66 28 13 223
Interest expense (1,767) (617) (398) (25) (2,807)
Income tax (expense) benefit (3,311) (345) 53 (788) (4,391)
Net income 5,135 444 733 1,238 7,550
Assets 78,112 56,029 14,466 3,148 151,755
Investments in unconsolidated businesses 24 133 8,919 28 9,104
Capital expenditures 12,119 4,322 586 48 17,075
1999
- --------------------------------------------------------------------------------------------------------------------------------
External revenues $ 41,075 $ 7,632 $ 1,714 $ 3,971 $ 54,392
Intersegment revenues 648 21 - 115 784
---------------------------------------------------------------------------------------
Total operating revenues 41,723 7,653 1,714 4,086 55,176
Depreciation & amortization 8,200 1,100 264 76 9,640
Equity in income (loss) from
unconsolidated businesses 10 1 547 (1) 557
Interest income 54 5 17 15 91
Interest expense (1,623) (247) (268) (20) (2,158)
Income tax (expense) benefit (3,249) (443) 9 (780) (4,463)
Net income 5,020 628 618 1,211 7,477
Assets 69,997 16,590 12,543 2,829 101,959
Investments in unconsolidated businesses 23 1,464 7,936 35 9,458
Capital expenditures 10,087 1,497 521 50 12,155
</TABLE>
58
<PAGE>
Reconciliation To Consolidated Financial Information
A reconciliation of the adjusted results for the operating segments to the
applicable line items in the consolidated financial statements is as follows:
<TABLE>
<CAPTION>
(dollars in millions)
2001 2000 1999
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Revenues
Total reportable segments $ 67,121 $ 63,699 $ 55,176
Genuity and GTE Government Systems - 529 1,789
Domestic Telecom operations sold (see Note 5) - 766 1,151
Merger-related regulatory settlements - (69) -
Impact of accounting change (SAB No. 101) - - 117
Corporate, eliminations and other 69 (218) (39)
----------------------------------------
Consolidated operating revenues - reported $ 67,190 $ 64,707 $ 58,194
========================================
Net Income
Total reportable segments $ 7,757 $ 7,550 $ 7,477
Merger-related costs - (749) -
Transition costs (578) (316) (126)
Sales of assets, net (226) 1,987 819
(Loss)/gain on securities (4,858) 1,941 -
Settlement gains - 564 410
Mark-to-market adjustment - financial instruments (179) 431 (432)
Genuity loss - (281) (325)
NorthPoint investment write-off - (153) -
Severance/retirement enhancement (1,001) - -
International restructuring (663) (50) -
Wireless joint venture - - 173
Other charges and special items (95) (526) (126)
Extraordinary items (19) 1,027 (36)
Cumulative effect of accounting change (182) (40) 8
Corporate and other 433 412 418
----------------------------------------
Consolidated net income - reported $ 389 $ 11,797 $ 8,260
========================================
Assets
Total reportable segments $ 161,381 $ 151,755 $ 101,959
Reconciling items 9,414 12,980 10,871
----------------------------------------
Consolidated assets $ 170,795 $ 164,735 $ 112,830
========================================
</TABLE>
Pension settlement gains before tax of $911 million and $663 million ($564
million and $410 million after-tax) were recognized for the years ended December
31, 2000 and 1999, respectively. These gains were recorded in accordance with
SFAS No. 88. They relate to the settlement of pension obligations for former GTE
employees through the purchase of annuities or otherwise. There were no similar
pension settlement gains recorded during 2001.
As described in Note 1, Verizon adopted the provisions of SAB No. 101 effective
January 1, 2000. The revenue reclassification in 1999 that would have been
recorded had SAB No. 101 been effective January 1, 1999 would have been a
reduction of revenues of $117 million and a reduction of operating costs and
expenses of $109 million.
Corporate, eliminations and other includes unallocated corporate expenses,
intersegment eliminations recorded in consolidation, the results of other
businesses such as lease financing, and asset impairments and expenses that are
not allocated in assessing segment performance due to their nonrecurring nature.
We generally account for intersegment sales of products and services and asset
transfers at current market prices. We are not dependent on any single customer.
59
<PAGE>
- --------------------------------------------------------------------------------
Note 22
- --------------------------------------------------------------------------------
Comprehensive Income
- --------------------------------------------------------------------------------
Comprehensive income consists of net income and other gains and losses affecting
shareowners' investment that, under generally accepted accounting principles,
are excluded from net income.
Changes in the components of other comprehensive income (loss), net of income
tax expense (benefit), are as follows:
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Foreign Currency Translation Adjustments, net of taxes of $--, $1 and $1 $ (40) $ (262) $ (41)
----------------------------------------
Unrealized Gains (Losses) on Marketable Securities
Unrealized gains (losses), net of taxes of $(403), $(1,077) and $648 (2,402) (1,877) 1,198
Less: reclassification adjustments for gains (losses) realized in net income, net of
taxes of $(1,059), $51 and $-- (3,351) 88 1
Add: reclassification of earnings due to accounting change for derivatives 112 - -
----------------------------------------
Net unrealized gains (losses) on marketable securities 1,061 (1,965) 1,197
----------------------------------------
Unrealized Derivative Losses on Cash Flow Hedges
Cumulative effect of accounting change (2) - -
Unrealized losses (68) - -
Less: reclassification adjustments for losses realized in net income (25) - -
----------------------------------------
Net unrealized derivative losses on cash flow hedges (45) - -
----------------------------------------
Minimum Pension Liability Adjustment, net of taxes of $7, $(13) and $5 13 (24) 7
----------------------------------------
Other Comprehensive Income (Loss) $ 989 $ (2,251) $ 1,163
========================================
</TABLE>
The reclassification adjustments for losses realized in net income on marketable
securities in 2001 primarily relate to the other than temporary decline in
market value of certain of our investments in marketable securities (see
Note 9). The unrealized derivative losses result from our hedges of foreign
exchange risk (see Note 15). The net unrealized losses on marketable securities
in 2000 primarily relate to our investments in C&W, NTL and MFN. The increase in
unrealized gains on marketable securities for 1999 is principally due to the
change in accounting for our investment in TCNZ from the equity method to the
cost method in 1999.
The components of accumulated other comprehensive loss are as follows:
(dollars in millions)
At December 31, 2001 2000
- --------------------------------------------------------------------------------
Foreign currency translation adjustments $ (1,448) $ (1,408)
Unrealized gains (losses) on marketable securities 327 (734)
Unrealized derivative losses on cash flow hedges (45) -
Minimum pension liability adjustment (21) (34)
---------------------------
Accumulated other comprehensive loss $ (1,187) $ (2,176)
===========================
- --------------------------------------------------------------------------------
Note 23
- --------------------------------------------------------------------------------
Additional Financial Information
- --------------------------------------------------------------------------------
The tables that follow provide additional financial information related to our
consolidated financial statements:
Income Statement Information
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Depreciation expense $ 11,155 $ 10,276 $ 9,550
Taxes other than income 2,246 2,210 2,218
Interest expense incurred 3,737 3,720 2,762
Capitalized interest (368) (230) (146)
Advertising expense 1,454 1,399 796
60
<PAGE>
Balance Sheet Information
<TABLE>
<CAPTION>
(dollars in millions)
At December 31, 2001 2000
- ------------------------------------------------------------------------------------
<S> <C> <C>
Intangible Assets, Net
Intangible assets $ 49,081 $ 44,605
Accumulated amortization (4,819) (2,615)
--------------------------
$ 44,262 $ 41,990
==========================
Accounts Payable and Accrued Liabilities
Accounts payable $ 5,171 $ 6,247
Accrued expenses 3,224 3,063
Accrued vacation pay 1,086 1,043
Accrued salaries and wages 1,985 1,346
Interest payable 626 574
Accrued taxes 1,855 1,692
--------------------------
$ 13,947 $ 13,965
==========================
Other Current Liabilities
Advance billings and customer deposits $ 1,640 $ 1,162
Dividends payable 1,061 1,053
Other 2,703 3,218
--------------------------
$ 5,404 $ 5,433
==========================
</TABLE>
Cash Flow Information
<TABLE>
<CAPTION>
(dollars in millions)
Years Ended December 31, 2001 2000 1999
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Paid
Income taxes, net of amounts refunded $ 945 $ 3,201 $ 1,997
Interest, net of amounts capitalized 3,289 3,414 2,628
Supplemental investing and financing transactions:
Assets acquired in business combinations 3,075 6,944 3,960
Liabilities assumed in business combinations 37 3,667 259
Debt assumed in business combinations 215 4,387 490
</TABLE>
- --------------------------------------------------------------------------------
Note 24
- --------------------------------------------------------------------------------
Commitments and Contingencies
- --------------------------------------------------------------------------------
Several state and federal regulatory proceedings may require our telephone
operations to refund to customers a portion of the revenues collected in the
current and prior periods. There are also various legal actions pending to which
we are a party and claims which, if asserted, may lead to other legal actions.
We have established reserves for specific liabilities in connection with
regulatory and legal actions, including environmental matters, that we currently
deem to be probable and estimable. We do not expect that the ultimate resolution
of pending regulatory and legal matters in future periods will have a material
effect on our financial condition, but it could have a material effect on our
results of operations.
On January 29, 2001, the bidding phase of the FCC reauction of 1.9 GHz C and F
block broadband Personal Communications Services spectrum licenses, which began
December 12, 2000, officially ended. Verizon Wireless was the winning bidder for
113 licenses. The total price of these licenses was $8,781 million, $1,822
million of which has already been paid. Most of the licenses that were
reauctioned relate to spectrum that was previously licensed to NextWave Personal
Communications Inc. and NextWave Power Partners Inc. (collectively NextWave),
which have appealed to the federal courts the FCC's action canceling NextWave's
licenses and reclaiming the spectrum.
In a decision on June 22, 2001, the U.S. Court of Appeals for the D.C. Circuit
ruled that the FCC's cancellation and repossession of NextWave's licenses was
unlawful. The FCC sought a stay of the court's decision which was denied. The
FCC subsequently reinstated NextWave's licenses, but it has neither returned
Verizon Wireless's payment on the NextWave licenses nor has it acknowledged that
the court's decision extinguished Verizon Wireless's obligation to purchase the
licenses. On October 19, 2001 the FCC filed a petition with the U.S. Supreme
Court to reverse the U.S. Court of Appeals for the D.C. Circuit's decision. On
March 4, 2002, the U.S. Supreme Court granted the FCC's petition and agreed to
hear the appeal.
During the fourth quarter of 2000, Verizon Wireless agreed to acquire the
wireless business of Price Communications Corp. (Price) in exchange for Verizon
Wireless stock and the repayment by Verizon Wireless of net debt. The
transaction was conditioned upon completion of a Verizon Wireless initial public
offering. The agreement permitted either party to terminate the agreement if the
closing did not occur by September 30, 2001. Because that deadline was not met,
Verizon Wireless began discussing alternative forms of consideration and other
terms with Price for acquiring Price's wireless business. In December 2001,
Verizon Wireless and Price announced that an agreement had been reached
combining
61
<PAGE>
Price's wireless business with a portion of Verizon Wireless in a transaction
valued at approximately $1.7 billion, including $550 million of net debt. The
resulting limited partnership will be controlled and managed by Verizon
Wireless. Price's partnership interest will be exchangeable into Verizon
Wireless or Verizon stock, subject to several conditions. Price's wireless
operations serve approximately 560,000 customers in the Southeastern U.S. We
expect the transaction to close during the second quarter of 2002, subject to
Price shareholder approval and other customary closing conditions.
In 2001, we agreed to provide up to $2.0 billion in financing to Genuity with a
maturity in 2005. As of December 31, 2001, $1,150 million of that commitment had
been loaned to Genuity, and is reported in Other Assets in the consolidated
balance sheets.
- --------------------------------------------------------------------------------
Note 25
- --------------------------------------------------------------------------------
Quarterly Financial Information (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Income (Loss) before Extraordinary Items
and Cumulative Effect of Accounting Change
----------------------------------------------
Operating Operating Per Share- Per Share- Net Income
Quarter Ended Revenues Income Amount Basic Diluted (Loss)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2001
March 31 $ 16,266 $ 3,607 $ 1,754 $ .65 $ .65 $ 1,572
June 30/(a)/ 16,909 3,801 (1,021) (.38) (.38) (1,021)
September 30 17,004 3,677 1,883 .69 .69 1,875
December 31/(b)/ 17,011 447 (2,026) (.75) (.75) (2,037)
2000
March 31/(c)/ $ 14,532 $ 3,828 $ 1,564 $ .56 $ .56 $ 1,515
June 30/(d)/ 16,769 4,609 4,904 1.80 1.79 4,904
September 30/(e)/ 16,533 4,942 2,640 .97 .97 3,466
December 31 16,873 3,379 1,702 .63 .62 1,912
</TABLE>
(a) Results of operations for the second quarter of 2001 include a $2,926
million after-tax loss on securities.
(b) Results of operations for the fourth quarter of 2001 include a $1,932
million after-tax loss on securities, a $1,001 million after-tax charge for
severance benefits, and a $663 million after-tax charge related to
international operations, including CTI.
(c) Results of operations for the first quarter of 2000 include a $536 million
after-tax loss on mark-to-market adjustment for CWC exchangeable notes.
(d) Results of operations for the second quarter of 2000 include a $722 million
after-tax gain on mark-to-market adjustment for CWC exchangeable notes, a
$1,941 million after-tax gain on exchange of CWC stock, and a $1,811 million
after-tax gain related to the sale of overlapping wireless properties and
non-strategic domestic access lines, partially offset by a $1,032 million
after-tax charge for direct merger, severance and transition costs related
to the Bell Atlantic-GTE merger.
(e) Results of operations for the third quarter of 2000 include a $245 million
after-tax gain on mark-to-market adjustment for CWC exchangeable notes, a
$1,085 million after-tax gain on the sale of non-strategic domestic access
lines and an extraordinary gain of $826 million after-tax as a result of
wireless properties sold.
Income (loss) before extraordinary items and cumulative effect of accounting
change per common share is computed independently for each quarter and the sum
of the quarters may not equal the annual amount.
62
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<FILENAME>dex21.txt
<DESCRIPTION>PRINCIPAL SUBSIDIARIES OF VERIZON
<TEXT>
<PAGE>
EXHIBIT 21
VERIZON COMMUNICATIONS INC. AND SUBSIDIARIES
Principal Subsidiaries of Registrant at December 31, 2001
Name Jurisdiction of Organization
- --------------------------------------------------------------------------------
Verizon California Inc. California
Verizon Delaware Inc. Delaware
Verizon Florida Inc. Florida
Verizon Hawaii Inc. Hawaii
Verizon Maryland Inc. Maryland
Verizon New England Inc. New York
Verizon New Jersey Inc. New Jersey
Verizon New York Inc. New York
Verizon North Inc. Wisconsin
Verizon Northwest Inc. Washington
Verizon Pennsylvania Inc. Pennsylvania
Verizon South Inc. Virginia
GTE Southwest Incorporated Delaware
(d/b/a Verizon Southwest)
Verizon Virginia Inc. Virginia
Verizon Washington, DC Inc. New York
Verizon West Virginia Inc. West Virginia
Cellco Partnership Delaware
(d/b/a Verizon Wireless)
Grupo Iusacell, S.A. de C.V. Mexico
Verizon Capital Corp. Delaware
Verizon Global Funding Corp. Delaware
Verizon International Holdings Ltd. Bermuda
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>6
<FILENAME>dex23a.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>
EXHIBIT 23a
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Verizon Communications Inc. (Verizon) of our report dated January 31, 2002,
included in the 2001 Annual Report to Shareowners of Verizon.
Our audits also included the financial statement schedule listed in Item 14(a)
for the years ended December 31, 2001 and 2000. This schedule is the
responsibility of Verizon's management. Our responsibility is to express an
opinion based on our audits. In our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.
We also consent to the incorporation by reference in the following registration
statements of Verizon and where applicable, related Prospectuses, of our report
dated January 31, 2002, with respect to the consolidated financial statements of
Verizon incorporated by reference in this Annual Report (Form 10-K) for the year
ended December 31, 2001: Form S-8, No. 333-66459; Form S-8, No. 333-66349; Form
S-3, No. 333-48083; Form S-8, No. 33-10378; Form S-4, No. 333-11573; Form S-8,
No. 333-33747; Form S-8, No. 333-41593; Form S-8, No. 333-42801; Form S-4, No.
333-76171; Form S-8, No. 333-75553; Form S-8, No. 333-81619; Form S-3, No. 333-
78121-01; Form S-8, No. 333-76171; Form S-8, No. 333-50146; Form S-8, No. 333-
53830; Form S-3, No. 333-67412; Form S-3, No. 333-73612; Form S-4, No. 333-
82408; and Form S-8, No. 333-82690.
/s/ Ernst & Young LLP
New York, New York
March 20, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.B
<SEQUENCE>7
<FILENAME>dex23b.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
EXHIBIT 23b
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements of
Verizon Communications Inc. on Form S-8, No. 333-66459; Form S-8, No. 333-66349;
Form S-3, No. 333-48083; Form S-8, No. 33-10378; Form S-4, No. 333-11573;
Form S-8, No. 333-33747; Form S-8, No. 333-41593; Form S-8, No. 333-42801; Form
S-4, No. 333-76171, Form S-8, No. 333-75553; Form S-8, No. 333-81619; Form S-3,
No. 333-78121-01; Form S-8, No. 333-76171; Form S-8, No. 333-50146; Form S-8,
No. 333-53830; Form S-3, No. 333-67412; Form S-3, No. 333-73612; Form S-4, No.
333-82408; and Form S-8, No. 333-82690 of our report dated February 14, 2000,
except as to the pooling-of-interests with GTE Corporation, which is as of June
30, 2000, on our audit of the consolidated financial statements and financial
statement schedule of Verizon Communications Inc. and its subsidiaries for the
year ended December 31, 1999, which report is included in this Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 20, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.C
<SEQUENCE>8
<FILENAME>dex23c.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
<PAGE>
EXHIBIT 23c
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of our
report dated June 30, 2000, on the consolidated financial statements and
financial statement schedule of GTE Corporation and subsidiaries included in
this Form 10-K for the year ended December 31, 1999 into the Company's following
previously filed Registration Statements: Form S-8, No. 333-66459; Form S-8, No.
333-66349; Form S-3, No. 333-48083; Form S-8, No. 33-10378; Form S-4, No. 333-
11573; Form S-8, No. 333-33747; Form S-8, No. 333-41593; Form S-8, No.
333-42801; Form S-4, No. 333-76171; Form S-8, No. 333-75553; Form S-8, No.
333-81619; Form S-3, No. 333-78121-01; Form S-8, No. 333-76171; Form S-8, No.
333-50146; Form S-8, No. 333-53830; Form S-3, No. 333-67412; Form S-3, No.
333-73612; Form S-4, No. 333-82408; and Form S-8, No. 333-82690.
/s/ Arthur Andersen LLP
Dallas, Texas
March 20, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>9
<FILENAME>dex99a.txt
<DESCRIPTION>REPORT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
EXHIBIT 99a
Report of Independent Accountants
To the Board of Directors and Shareowners of
Verizon Communications Inc.:
In our opinion, the 1999 consolidated statements of income, changes in
shareowners' investment and cash flows present fairly, in all material respects,
the results of operations and cash flows of Verizon Communications Inc. and its
subsidiaries for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the 1999 financial statement schedule listed under Item 14 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audit. We did
not audit the financial statements of GTE Corporation, a wholly owned subsidiary
of Verizon Communications Inc., which statements reflect total revenues of
$25,242 million for the year ended December 31, 1999. Those statements were
audited by other auditors whose report thereon has been furnished to us, and our
opinion expressed herein, insofar as it relates to the amounts included for GTE
Corporation, is based solely on the report of the other auditors. We conducted
our audit of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit and the report of the other auditors provide a reasonable
basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for computer software costs in accordance with
AICPA Statement of Position No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" effective January 1, 1999.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 14, 2000, except as to the
pooling-of-interests with GTE Corporation,
which is as of June 30, 2000.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>10
<FILENAME>dex99b.txt
<DESCRIPTION>REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
<PAGE>
EXHIBIT 99b
Report of Independent Public Accountants
To the Board of Directors and Shareowners of
Verizon Communications Inc.:
We have audited the consolidated statements of income, comprehensive income,
shareholders' equity and cash flows of GTE Corporation (a New York corporation
and wholly owned subsidiary of Verizon Communications Inc.) and subsidiaries for
the year ended December 31, 1999, not separately presented herein. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of GTE
Corporation and subsidiaries for the year ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for computer software costs in accordance with
AICPA Statement of Position No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" effective January 1, 1999.
Our audit was made for the purpose of forming an opinion on the basic financial
statements referred to above taken as a whole. The supporting schedule listed
under Item 14 is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements
referred to above. The supporting schedule information pertaining to GTE
Corporation for the year ended December 31, 1999, not separately presented
herein, has been subjected to the auditing procedures applied in the audit of
the basic financial statements referred to above and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements referred to above taken as
a whole.
/s/ Arthur Andersen LLP
Dallas, Texas
June 30, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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