RNS Number:5741Z
Verizon Communications
5 August 2002



                                UNITED STATES 

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C.  20549


                                    FORM 8-K

                                 CURRENT REPORT 

                     Pursuant to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934 

                          Date of Report July 31, 2002
                       (Date of earliest event reported)

                           VERIZON COMMUNICATIONS INC.
             (Exact name of registrant as specified in its charter) 



Delaware                                1-8606                    23-2259884  
(State or other jurisdiction  
of incorporation)               (Commission File Number)     (IRS Employer   
                                                             Identification No.)

1095 Avenue of the Americas, 
New York, New York                                                  10036 
Address of principal executive offices)                           (Zip Code)


        Registrant's telephone number, including area code (212) 395-2121 

                                 Not applicable
         (Former name or former address, if changed since last report)


Item 9.  Regulation FD Disclosure. 

Set forth below is a press release issued by Verizon Communications Inc on July 
31, 2002 announcing earnings for the second quarter of 2002.


                                           MEDIA CONTACTS:
                                           PETER THONIS
                                           212-395-2355
                                           peter.thonis@verizon.com

                                           BOB VARETTONI
                                           212-395-7726
                                           robert.a.varettoni@verizon.com

             STRONG OPERATIONAL RESULTS HIGHLIGHT SECOND-QUARTER 
               FINANCIAL PERFORMANCE AT VERIZON COMMUNICATIONS

      QUARTERLY EPS OF 77 CENTS, BEFORE NON-RECURRING CHARGES OF $4.28;
             EXPENSES CONTINUE DECLINE; YEAR-END GUIDANCE UPDATED

                           SECOND-QUARTER HIGHLIGHTS

SECOND-QUARTER HIGHLIGHTS

*  1.1 million Verizon Wireless net retail customer additions; 723,000 overall
net additions for a total of 30.3 million customers, an 8.5 percent increase
year- over-year 

*  800,000 net long-distance customer additions, a 51 percent increase year-
over- year, for a total of 9.0 million customers 

*  150,000 new net digital subscriber lines (DSL), a nearly 80 percent increase
year-over-year, for a total of 1.5 million customers 

*  Continued strong profitability in wireless -- operating cash flow margin at
nearly 39 percent 

*  5.3 percent reduction in Domestic Telecom cash expenses -- sixth consecutive
quarterly decrease 

*  $3.3 billion reduction in net debt, including $2.1 billion reduction in
commercial paper, compared to prior quarter 

*  $6.0 billion improvement in free cash flow in first half, compared to prior
year

UPDATED 2002 GUIDANCE

*  Revenues of 0 to minus 1 percent; Earnings Per Share (EPS), $3.05 to $3.09;
capital expenditures, $13 to $13.5 billion

NEW YORK -- Verizon Communications Inc. (NYSE:VZ) today announced diluted EPS of
77 cents, before non-recurring charges, for the second quarter of 2002. The
addition of 1.1 million Verizon Wireless net retail customers, and the net
addition of 800,000 long-distance customers and 150,000 DSL lines highlighted
quarterly operational results. 

Reported earnings, detailed below, include $4.2 billion in non-recurring after-
tax charges for the second quarter, primarily for investment-related write-downs
and severance charges. More than $2.4 billion relates to Verizon's interest in
Genuity Inc. Last week Verizon announced that it will not reintegrate Genuity
into the company. 

Excluding non-recurring charges, total second-quarter operating expenses
declined 1.3 percent, to $12.8 billion from $13.0 billion. Second-quarter
operating revenues declined 1.8 percent, to $16.8 billion from $17.1 billion,
bolstered by an 8.1 percent increase in Verizon Wireless revenue to $4.7 billion
from $4.4 billion. Total revenues and operating expenses reflect Verizon
operations on a comparable basis, including the consolidation of
Telecomunicaciones de Puerto Rico, Inc. (PRTC) and the deconsolidation of CTI
Holdings S.A. beginning this year. 

'Operational Excellence and Execution' 

"The solid foundation that Verizon has built on operational excellence and
execution continues to withstand these turbulent times," said Chief Executive
Officer Ivan Seidenberg. "Our focus on fundamentals has led to the addition of
two million new retail accounts in three key growth businesses in the second
quarter alone. 

"Despite the persistent effects of the economic downturn, which are reflected in
our non-recurring charges and revised guidance, we once again improved metrics
for customer retention, cost control and customer service. This past quarter we
also delivered product innovations to our customers, such as the wireless
services we now offer through the marketing alliances we have formed with
Microsoft." 

Seidenberg added, "In the quarter, we continued to successfully strengthen our
cash flow and improve our debt position. Both operationally and financially, we
are deriving extraordinary value from our mergers. Innovative operational and
marketing approaches have become institutionalized across Verizon, enabling us
to offer customers more products in more ways." 

Free cash flow (cash from operating activities less capital expenditures and
dividends) improved by $6.0 billion for the first half of 2002 compared to the
first half of 2001. 

In the second quarter, Verizon reduced net debt (total debt less cash on hand)
by $3.3 billion, to $58.6 billion from $61.9 billion at the end of the first
quarter. This is a $4.7 billion reduction from year-end 2001. Verizon also
reduced commercial paper by $2.1 billion in the quarter, to $8.5 billion. This
is a $4.3 billion reduction from year-end 2001. At the end of the second quarter
the company held $2.2 billion in cash investments, which is being used to repay
commercial paper as it comes due. 

Two Years of Customer Growth 

Verizon's second-quarter results mark the second anniversary of the company
formed by the merger of Bell Atlantic and GTE. In two years, the company has
more than doubled its long-distance customer base, from nearly 4.1 million to
9.0 million at the end of the second quarter. Verizon is currently the fourth-
largest long-distance company in the U.S., and its 800,000 net customer
additions in the second quarter is a 51 percent year-over-year increase. 

As announced earlier this week, Verizon Wireless, the largest U.S. wireless
company, added a net of 723,000 customers in the second quarter, growing its
customer total to 30.3 million, an 8.5 percent year-over-year increase. 

While Verizon Wireless added 1.1 million net retail customers in the quarter, it
experienced a net loss of 378,000 wholesale subscribers. The company closed the
quarter with 1.4 million wholesale customers, including 310,000 WorldCom Inc.
resale customers. On July 21, Verizon Wireless and WorldCom entered into a
referral agreement to facilitate some of these customers contracting directly
with Verizon Wireless. 

Quarterly operating cash flow for Verizon Wireless increased 8 percent to $1.7
billion. The company's operating cash flow margin was 38.7 percent in the
quarter. 

Also in the second quarter, Verizon added 150,000 DSL lines for a total of 1.5
million, a nearly 80 percent year-over-year increase, as the company continues
on course to its end-of-year target of 1.8 to 2 million lines. 

Cash expenses for Verizon's largest business unit, Domestic Telecom, have
decreased over the prior-year period for six consecutive quarters. In the second
quarter 2002, the unit's cash expenses on a comparable basis were down 5.3
percent to $5.6 billion from $5.9 billion in the second quarter 2001. Revenues
decreased 4.4 percent, to $10.5 billion, in the same period. 

Updated 2002 Guidance 

Verizon has updated 2002 guidance as follows: 

*  Comparable revenues of 0 to minus 1 percent, revised from 0 to 1 percent 
growth.

*  EPS before non-recurring charges of $3.05 to $3.09, revised from $3.12 to 
$3.17.

*  Capital expenditures of $13 to $13.5 billion, revised from $14 to $15 
billion.

Reported Results 

For the second quarter 2002, Verizon reported a consolidated loss of $2.1
billion, or 78 cents per diluted share, compared to a consolidated loss of $1.0
billion, or 38 cents per share, in the second quarter 2001. 

The $4.2 billion in after-tax charges total $1.55 per diluted share. In addition
to Genuity, after-tax charges include $862 million to reflect the current market
value of Verizon's investments in Telus Corp., Cable & Wireless plc and others;
$475 million related to severance activities; and other one-time charges,
including $183 million related to WorldCom exposure and $114 million for
settlement of the NorthPoint lawsuit. 

Reported second-quarter operating revenues declined 0.4 percent to $16.8
billion, from $16.9 billion in the second quarter 2001. 

Second-Quarter Highlights 

Following are second-quarter highlights from Verizon's four business segments. 

Domestic Telecom: 

*  More than 45 percent of Verizon's 9.0 million long-distance customers come
from states where the service was most recently introduced -- New York,
Massachusetts, Pennsylvania, Connecticut, Rhode Island and Vermont. Market share
is approximately 30 percent in New York and Massachusetts. Verizon now has 2.5
million customers in New York, 830,000 in Massachusetts and 710,000 in
Pennsylvania. 

*  In June, Verizon received Federal Communications Commission (FCC) approval to
sell long distance in Maine and New Jersey, and sales in both states began
earlier this month. Verizon now offers long-distance service in 44 states and to
more than 80 percent of its local phone customers across the country. 

*  The FCC is currently reviewing Verizon long-distance applications in New
Hampshire and Delaware. Verizon is targeting the completion of the FCC filings
in all former Bell Atlantic jurisdictions by year-end. 

*  In results released this month, Verizon Long Distance ranked highest in
customer satisfaction among consumers who spend more than $50 per month on long
distance, according to the annual J.D. Power and Associates Residential Long
Distance Customer Satisfaction Study. 

*  For the third consecutive quarter, Verizon saw a net "win back" in customers
for intraLATA (short-haul) long-distance services in the former Bell Atlantic
territory, as the company won back a net of 477,000 customers from competitors
in the second quarter. 

*  The do-it-yourself installation rate for high-speed DSL Internet access is
nearly 100 percent, as a sales campaign during the quarter offered consumers new
do-it-yourself installation kits. The average order-to-installation interval for
DSL is down to five days and continues to decrease, down from more than 15 days
a year ago. 

*  Verizon continued market trials of service bundles, which combine local,
long- distance, wireless and DSL services at a discounted rate. Successful
second- quarter rollouts of DSL bundles began in New York, Massachusetts and
Pennsylvania. 

*  Domestic access line equivalents increased nearly 8 percent to 135.1 million,
compared to the second quarter 2001. 

*  Data Services revenues grew to $1.9 billion in the quarter, driven by 7.5
percent quarterly growth for Data Transport Services over the same period last
year. 

*  In the enterprise (large-business) market, Verizon's Enterprise Solutions
Group (ESG) expanded its network coverage into downtown Los Angeles. Also in the
quarter, ESG introduced several services, including Global SiteWatch,
enhancements to Managed Voice Services and a service package tailored to the
hotel industry. 

Verizon Wireless: 

*  Continuing the high-quality profile of its base, the company added 1.1
million net new retail customers during the quarter, up 34 percent from the
second quarter 2001. Total retail customers grew to 28.9 million of the
company's total 30.3 million customers, up 12 percent year-over-year. Retail
customers represent more than 95 percent of total customers and 98 percent of
total revenue. 

*  Demand was strong, with retail gross additions of 2.8 million, up 12 percent
over the second quarter 2001. Gross additions from company-owned distribution
channels were up 15 percent over the second quarter 2001. 

*  Retail churn was 2.0 percent, down from 2.2 percent the prior year, and down
from 2.3 percent in the first quarter. Retail contract churn was 1.7 percent,
down from 2.0 percent. Total churn, including retail and wholesale, was 2.3
percent, flat compared to the prior year. 

*  Service revenue for the quarter grew more than 7 percent to $4.4 billion,
while total revenue increased 8 percent to $4.7 billion. The company continued
to lead the industry in low-cost structure, with cash-expense-per-subscriber
decreasing 2 percent to under $30. Service revenue-per-subscriber decreased by 1
percent to just under $49. 

*  The company's 25 million digital customers now comprise more than 83 percent
of its customer base, and account for more than 95 percent of busy-hour usage. 

*  Verizon Wireless' previously announced acquisition of Price Communications'
wireless properties, including approximately 500,000 customers, has been
approved by Price's shareholders and is expected to close early in August. 

*  During the quarter, the company continued the momentum of its pricing,
messaging and data innovations deployed earlier this year. In June, the company
added groundbreaking flat-rate pricing options for its national 1X Express
Network, the first and only coast-to-coast next-generation wireless data network
in the country. Demand for Express Network's high-speed access is building, with
new 1X devices introduced in the second quarter. 

*  The company also launched a strategic alliance with Microsoft for co-
developed and jointly marketed wireless data offerings, by the leading wireless
carrier and the leading portal destination, aimed at the enterprise and consumer
markets. 

*  In June, the company became the first carrier to offer downloadable services
to consumers nationwide using QUALCOMM Inc.'s BREW* (Binary Runtime Environment
for Wireless) platform. Customers can download applications for games,
entertainment, ring tones, navigation, productivity and operating systems to
BREW-capable devices. Two-way text messaging also continued to grow dramatically
in the quarter, doubling first-quarter volume. 

International: 

Reflects deconsolidation of CTI to the equity method and consolidation of PRTC
in both the current and prior periods. 

*  Second-quarter revenue was $754 million and operating income was $143
million, with operating cash flow margins of over 37 percent and operating cash
flow of $280 million. 

*  The number of proportionate international wireless customers served by
Verizon investments increased by 780,000 to 8.7 million, a nearly 10 percent
increase over second quarter 2001. 

*  Total proportionate revenues were $1.4 billion in the second quarter 2002, an
increase of $51 million, or nearly 4 percent, compared to prior year.

Information Services: 

*  Revenues from Verizon's directory publishing and electronic commerce
operations of $936 million for the second quarter decreased 4.9 percent
primarily due to the impact of changes in publication dates. If the effect of
the timing of publications were excluded, the revenue growth would have been 3.5
percent over the second quarter of 2001. 

*  Revenues from SuperPages.com, Verizon's Internet directory service, grew 81.6
percent over the second quarter of 2001 as Information Services continues to
strengthen its leadership position in online directory services. SuperPages.com
achieved 1 billion searches in May 2002, just six years after the site was
launched. 

*  Information Services continued to increase its global electronic reach with
the launching of the French-language SuperPages.ca electronic directory service
in Canada and Spanish-language SuperPagesDR.com in the Dominican Republic in the
second quarter. 

Verizon Communications (NYSE:VZ) 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 135.1 million access line
equivalents and 30.3 million Verizon Wireless customers. Verizon is also the
largest directory publisher in the world. With more than $67 billion in annual
revenues and approximately 241,000 employees, Verizon's global presence extends
to more than 40 countries in the Americas, Europe, Asia and the Pacific. For
more information on Verizon, visit www.verizon.com. 

Verizon's online news center: Verizon news releases, executive speeches and
biographies, media contacts and other information are available at Verizon's
News Center on the World Wide Web at www.verizon.com/news. To receive news
releases by e-mail, visit the News Center and register for customised automatic
delivery of Verizon news releases.
* BREW is a trademark of QUALCOMM Inc. 

NOTE: This press release contains statements about expected future events and
financial results that are forward-looking and subject to risks and
uncertainties. 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 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; technology substitution; an adverse change in
the ratings afforded our debt securities by nationally accredited ratings
organizations; the final results of federal and state regulatory proceedings
concerning our provision of retail and wholesale services and judicial review of
those results; the effects of competition in our markets; our ability to satisfy
regulatory merger conditions and obtain combined company revenue enhancements
and cost savings; the ability of Verizon Wireless to achieve revenue
enhancements and cost savings, and obtain sufficient spectrum resources; the
outcome of litigation concerning the FCC NextWave spectrum auction; our ability
to recover insurance proceeds relating to equipment losses and other adverse
financial impacts resulting from the terrorist attacks on Sept. 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. 
                                                                                     
                                  
            
                                                                                     
                                  
CONSOLIDATED STATEMENTS OF INCOME
VERIZON COMMUNICATIONS INC. AND SUBSIDIARIES

                                                       (dollars in millions, except
per share amounts)
                                             3 Mos. Ended   3 Mos. Ended           6
Mos. Ended    6 Mos. Ended
Unaudited                                         6/30/02        6/30/01  % Change   
  6/30/02         6/30/01 % Change
Operating Revenues                               $ 16,835       $ 16,909      (.4)   
 $ 33,210        $ 33,175      .1
Operations and support expense                     10,796          9,713     11.2    
   20,560          19,012     8.1
Depreciation and amortization expense               3,356          3,400     (1.3)   
    6,676           6,760    (1.2)
Sales of assets, net                                    -             (5)  (100.0)   
     (220)             (5)      *

Operating Income                                    2,683          3,801    (29.4)   
    6,194           7,408   (16.4)
Loss from unconsolidated businesses                (3,361)        (3,664)    (8.3)   
   (4,904)         (3,448)   42.2
Other income and (expense), net                         4            114    (96.5)   
       69             184   (62.5)
Interest expense                                     (798)          (909)   (12.2)   
   (1,612)         (1,830)  (11.9)
Minority interest                                    (313)          (209)    49.8    
     (556)           (307)   81.1
Mark-to-market adjustment - financial
instruments                                            (8)           (37)   (78.4)   
      (11)           (153)  (92.8)
Provision for income taxes                           (325)          (117)   177.8    
   (1,294)         (1,121)   15.4
Income (Loss) from Continuing
Operations                                         (2,118)        (1,021)   107.4    
   (2,114)            733       *
Extraordinary item, net of tax                          3              -        -    
       (6)              -       -
Cumulative effect of accounting change                  -              -        -    
     (496)           (182)  172.5
Net Income (Loss)                                $ (2,115)      $ (1,021)   107.1    
 $ (2,616)          $ 551       *
Diluted Earnings (Loss) per Share (1)              $ (.78)        $ (.38)   105.3    
   $ (.96)          $ .20       *
Weighted average number of common
shares-assuming dilution (in millions)              2,726          2,707             
    2,723           2,728

Footnote:

(1) Diluted Earnings (Loss) per Share include the dilutive effect of shares
issuable under our stock-based compensation plans, which represent the only
potential dilutive common shares. There is no impact of dilutive securities in
the second quarter and year-to-date 2002 and the second quarter 2001, since a
net loss from continuing operations was reported.

* Not meaningful

CONSOLIDATED STATEMENTS OF INCOME BEFORE NON-RECURRING ITEMS

(dollars in millions, except per share amounts)

                                             3 Mos. Ended   3 Mos. Ended           6
Mos. Ended    6 Mos. Ended
Unaudited                                         6/30/02        6/30/01  % Change   
  6/30/02         6/30/01 % Change


Operating Revenues
Domestic Telecom                                 $ 10,468       $ 10,953      (4.4)  
 $ 20,942        $ 21,873    (4.3)
Domestic Wireless                                   4,738          4,383       8.1   
    9,112           8,429     8.1
International                                         754            828      (8.9)  
    1,505           1,555    (3.2)
Information Services                                  936            984      (4.9)  
    1,739           1,773    (1.9)
Other                                                 (61)            (9)        *   
      (88)            (25)      *
Total Operating Revenues                           16,835         17,139      (1.8)  
   33,210          33,605    (1.2)

Operating Expenses
Operations and support expense                      9,433          9,528      (1.0)  
   18,643          18,734     (.5)
Depreciation and amortization expense               3,356          3,430      (2.2)  
    6,676           6,824    (2.2)
Total Operating Expenses                           12,789         12,958      (1.3)  
   25,319          25,558     (.9)

Operating Income                                    4,046          4,181      (3.2)  
    7,891           8,047    (1.9)
Income from unconsolidated businesses                 240            200      20.0   
      386             367     5.2
Other income and (expense), net                         4            114     (96.5)  
       69             183   (62.3)
Interest expense                                     (798)          (891)    (10.4)  
   (1,612)         (1,790)   (9.9)
Minority interest                                    (337)          (281)     19.9   
     (592)           (450)   31.6
Provision for income taxes                         (1,060)        (1,222)    (13.3)  
   (2,078)         (2,300)   (9.7)

Adjusted Net Income                               $ 2,095        $ 2,101       (.3)  
  $ 4,064         $ 4,057      .2

Diluted Adjusted Earnings per Share (1)             $ .77          $ .77         -   
   $ 1.49          $ 1.49       -

Weighted average number of common
shares-assuming dilution (in millions)              2,733          2,731             
    2,731          2,728

Footnotes:

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results. Also, reflects the
deconsolidation of CTI to the equity method and the consolidation of PRTC in
both current and prior years.

(1) Prior year depreciation and amortization includes amortization of $.04 per
diluted share for the quarter and $.07 per diluted share year-to-date related to
intangible assets that are no longer being amortized, as required by FAS 142.

* Not meaningful

EARNINGS RECONCILIATIONS

                                                             (dollars in millions,
except per share amounts)

                            3 Mos. Ended 6/30/02  3 Mos. Ended 6/30/01   6 Mos. Ended
6/30/02    6 Mos. Ended 6/30/01
Unaudited                 Net Income Diluted EPS Net Income  Diluted EPS Net Income 
Diluted EPS  Net Income Diluted EPS
Reported Earnings (Loss)   $ (2,115)     $ (.78)  $ (1,021)      $ (.38)  $ (2,616)  
   $ (.96)       $ 551       $ .20
Non-recurring items:
Mark-to-market adjustment -
financial instruments             8           -         37          .01         11   
        -          151         .06
Sales of assets, net              -           -         (3)           -       (116)  
     (.04)          (3)          -
Transition costs                 57         .02        162          .06        109   
      .04          250         .09
Severance benefits              475         .17          -            -        475   
      .17            -           -
Cumulative effect of 
accounting change                 -           -          -            -        496   
      .18          182         .07
Investment-related charges
CANTV                             -           -          -            -      1,400   
      .51            -           -
MFN                               -           -      1,136          .42        436   
      .16        1,136         .42
CTI                               -           -          -            -        190   
      .07            -           -
Genuity                       2,443         .89          -            -      2,443   
      .89            -           -
Telus                           430         .16          -            -        430   
      .16            -           -
C&W                             201         .07        862          .32        201   
      .07          862         .32
Other                           231         .08        928          .34        231   
      .08          928         .34
NorthPoint settlement           114         .04          -            -        114   
      .04            -           -
WorldCom exposure and other
special items (1)               251         .09          -            -        260   
      .10            -           -
Earnings before
Non-Recurring Items (2)     $ 2,095       $ .77    $ 2,101        $ .77    $ 4,064   
   $ 1.49      $ 4,057      $ 1.49

Footnotes:

(1) Includes $183 million related to WorldCom financial exposure.

(2) Totals for Diluted EPS do not add for all periods due to rounding in EPS 
calculations.


SELECTED FINANCIAL AND OPERATING STATISTICS


                                                             (dollars in millions,
except per share amounts)
                                             3 Mos. Ended   3 Mos. Ended     6 Mos.
Ended     6 Mos. Ended
Unaudited                                         6/30/02        6/30/01         
6/30/02          6/30/01
Debt ratio-end of period                            68.3%          65.0%           
68.3%            65.0%
Book value per common share                      $ 10.50        $ 12.89          $
10.50          $ 12.89
Cash dividends declared per common share         $ 0.385        $ 0.385           $
0.77           $ 0.77
Common shares outstanding (in millions)
End of period                                      2,728          2,709           
2,728            2,709

Capital expenditures
Domestic Telecom                                 $ 1,696        $ 3,067          $
3,175          $ 6,406
Domestic Wireless                                  1,248          1,384           
2,060            2,372
International                                        154            181             
216              292
Information Services                                  28             29              
41               38
Other                                                 10             24              
18               55
Total                                            $ 3,136        $ 4,685          $
5,510          $ 9,163
Total employees (1)                              241,129        264,180         
241,129          264,180

Footnote:

(1) Prior period adjusted to reflect comparable results.

CONSOLIDATED BALANCE SHEETS


                                               (dollars in millions)
Unaudited                                    6/30/02    12/31/01      $ Change
Assets
Current assets
Cash and cash equivalents                    $ 2,962       $ 979       $ 1,983
Short-term investments                           769       1,991        (1,222)
Accounts receivable, net                      13,068      14,254        (1,186)
Inventories                                    1,843       1,968          (125)
Net assets held for sale                       1,323       1,199           124
Prepaid expenses and other                     3,176       2,796           380
Total current assets                          23,141      23,187           (46)
Plant, property and equipment                175,802     169,586         6,216
Less accumulated depreciation                101,418      95,167         6,251
                                              74,384      74,419           (35)
Investments in unconsolidated businesses       5,881      10,202        (4,321)
Intangible assets                             45,231      44,262           969
Other assets                                  19,656      18,725           931
Total Assets                               $ 168,293   $ 170,795      $ (2,502)

Liabilities and Shareowners' Investment
Current liabilities
Debt maturing within one year               $ 16,969    $ 18,669      $ (1,700)
Accounts payable and accrued liabilities      13,130      13,947          (817)
Other                                          5,581       5,404           177
Total current liabilities                     35,680      38,020        (2,340)
Long-term debt                                44,639      45,657        (1,018)
Employee benefit obligations                  13,628      11,898         1,730
Deferred income taxes                         18,824      16,543         2,281
Other liabilities                              4,056       3,989            67

Minority interest                             22,824      22,149           675

Shareowners' investment
Common stock                                     275         275             -
Contributed capital                           24,713      24,676            37
Reinvested earnings                            5,842      10,704        (4,862)
Accumulated other comprehensive loss            (924)     (1,187)          263
                                              29,906      34,468        (4,562)
Less common stock in treasury, at cost           606       1,182          (576)
Less deferred compensation -
employee stock ownership plans and other         658         747           (89)
Total shareowners' investment                 28,642      32,539        (3,897)
Total Liabilities and Shareowners' 
Investment                                 $ 168,293   $ 170,795      $ (2,502)


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       (dollars in millions)
                                       6 Mos. Ended 6 Mos. Ended
Unaudited                                   6/30/02      6/30/01       $ Change
Cash Flows From Operating Activities
Income (loss) before extraordinary 
item and cumulative effect
of accounting change                       $ (2,114)       $ 733      $ (2,847)
Adjustments to reconcile income (loss) 
before extraordinary
item and cumulative effect of accounting 
change to net cash
provided by operating activities:
Depreciation and amortization                 6,676        6,760           (84)
Sales of assets, net                           (220)          (5)         (215)
Mark-to-market adjustment - financial 
instruments                                      11          153          (142)
Employee retirement benefits                   (726)      (1,118)          392
Deferred income taxes                           784         (349)        1,133
Provision for uncollectible accounts          1,465          782           683
Loss from unconsolidated businesses           4,904        3,448         1,456
Changes in current assets and liabilities, 
net of effects from acquisition/
disposition of businesses                      (927)      (2,961)        2,034
Other, net                                      189          215           (26)
Net cash provided by operating activities    10,042        7,658         2,384

Cash Flows From Investing Activities
Capital expenditures                         (5,510)      (9,163)        3,653
Acquisitions, net of cash acquired, and 
investments                                    (998)      (2,212)        1,214
Proceeds from disposition of businesses         770            -           770
Proceeds from spectrum payment refund         1,479            -         1,479
Net change in short-term investments          1,126        1,010           116
Other, net                                     (380)        (510)          130
Net cash used in investing activities        (3,513)     (10,875)        7,362

Cash Flows From Financing Activities
Proceeds from long-term borrowings            5,583        8,253        (2,670)
Repayments of long-term borrowings 
and capital lease obligations                (3,938)      (1,604)       (2,334)
Increase (decrease) in short-term 
obligations, excluding current 
maturities                                   (4,623)         620        (5,243)
Dividends paid                               (2,096)      (2,079)          (17)
Proceeds from sale of common stock              424          242           182
Other, net                                      104         (356)          460
Net cash provided by (used in) 
financing activities                         (4,546)       5,076        (9,622)
Increase in cash and cash equivalents         1,983        1,859           124
Cash and cash equivalents, beginning 
of period                                       979          757           222
Cash and cash equivalents, end of period    $ 2,962      $ 2,616         $ 346

DOMESTIC TELECOM - SELECTED FINANCIAL RESULTS

                                                                        (dollars in
millions)
                                               3 Mos. Ended    3 Mos. Ended         
6 Mos. Ended  6 Mos. Ended
Unaudited                                           6/30/02         6/30/01 % Change 
    6/30/02       6/30/01 % Change
Operating Revenues
Local services                                      $ 5,230         $ 5,545    (5.7) 
   $ 10,465      $ 11,165    (6.3)
Network access services                               3,418           3,399      .6  
      6,875         6,691     2.7
Long distance services                                  777             758     2.5  
      1,556         1,520     2.4
Other services                                        1,043           1,251   (16.6) 
      2,046         2,497   (18.1)
Total Operating Revenues                             10,468          10,953    (4.4) 
     20,942        21,873    (4.3)

Operating Expenses
Operations and support                                5,592           5,904    (5.3) 
     11,170        11,861    (5.8)
Depreciation and amortization                         2,393           2,344     2.1  
      4,758         4,627     2.8
Total Operating Expenses                              7,985           8,248    (3.2) 
     15,928        16,488    (3.4)

Operating Income                                    $ 2,483         $ 2,705    (8.2) 
    $ 5,014       $ 5,385    (6.9)
Operating Income Margin                               23.7%            24.7%         
      23.9%         24.6%

Operating Cash Flow                                $ 4,876          $ 5,049    (3.4) 
    $ 9,772      $ 10,012    (2.4)
Operating Cash Flow Margin                            46.6%           46.1%          
      46.7%         45.8%

Footnotes:

The segment financial results above are adjusted to exclude the effects of non-
recurring items. 

Intercompany and intersegment transactions have not been eliminated.

DOMESTIC TELECOM - SELECTED OPERATING STATISTICS

                                               3 Mos. Ended    3 Mos. Ended         
6 Mos. Ended  6 Mos. Ended
Unaudited                                           6/30/02         6/30/01 % Change 
    6/30/02       6/30/01 % Change
Switched access lines in service (000)
Residence                                            38,992          39,841    (2.1) 
     38,992        39,841    (2.1)
Business                                             20,817          21,989    (5.3) 
     20,817        21,989    (5.3)
Public                                                  564             635   (11.2) 
        564           635   (11.2)
Total                                                60,373          62,465    (3.3) 
     60,373        62,465    (3.3)
Special DS0 equivalents                              74,759          62,729    19.2  
     74,759        62,729    19.2
Total voice grade equivalents (000)                 135,132         125,194     7.9  
    135,132       125,194     7.9
Resale & UNE-P lines (000)                            3,698           3,726     (.8) 
      3,698         3,726     (.8)
Minutes of use from Carriers and
CLECs (in millions)                                  66,552          71,883    (7.4) 
    133,662       144,455    (7.5)
Long distance subscribers
(excl. Verizon CLEC) (000)                            9,034           5,998    50.6  
      9,034         5,998    50.6
High capacity and digital data
revenues ($ in millions)
Data transport                                      $ 1,693         $ 1,575     7.5  
    $ 3,374       $ 3,097     8.9
Data solutions                                          172             171      .6  
        336           350    (4.0)
Total revenues                                      $ 1,865         $ 1,746     6.8  
    $ 3,710       $ 3,447     7.6

VERIZON WIRELESS - SELECTED OPERATING RESULTS

                                                                 (dollars in
millions)

                                               3 Mos. Ended    3 Mos. Ended         
6 Mos. Ended  6 Mos. Ended
Unaudited                                           6/30/02         6/30/01 % Change 
    6/30/02       6/30/01 % Change

Revenues
Service revenues                                    $ 4,369         $ 4,066      7.5 
    $ 8,421       $ 7,797     8.0
Equipment and other                                     369             317     16.4 
        691           632     9.3
Total Revenues                                        4,738           4,383      8.1 
      9,112         8,429     8.1

Operating Expenses
Operations and support                                3,046           2,817      8.1 
      5,865         5,454     7.5
Depreciation and amortization                           785             887    (11.5)
      1,566         1,806   (13.3)
Total Operating Expenses                              3,831           3,704      3.4 
      7,431         7,260     2.4

Operating Income                                      $ 907           $ 679     33.6 
    $ 1,681       $ 1,169    43.8

Operating Cash Flow                                 $ 1,692         $ 1,566      8.0 
    $ 3,247       $ 2,975     9.1
Operating Cash Flow Margin                             38.7%           38.5%         
       38.6%         38.2%

Selected Operating Statistics
Subscribers (000)                                    30,307          27,930      8.5 
     30,307        27,930     8.5
Penetration                                            13.6%           12.6%         
      13.6%          12.6%
Subscriber net adds in period* (000)                    723             808    (10.5)
       909          1,326   (31.4)
Total churn rate, including prepaid                     2.3%            2.3%         
       2.4%           2.6%

Footnotes:

The segment financial results above are adjusted to exclude the effects of 
non-recurring items.

Intercompany and intersegment transactions have not been eliminated.

Prior period penetration rates have been adjusted to reflect updated census and 
network coverage data.

* Includes acquisition of 68,000 subscribers in first quarter of 2002.

INTERNATIONAL - SELECTED FINANCIAL RESULTS

                                                                         (dollars in
millions)
                                               3 Mos. Ended    3 Mos. Ended         
6 Mos. Ended  6 Mos. Ended
Unaudited                                           6/30/02         6/30/01 % Change 
    6/30/02       6/30/01 % Change
Operating Revenues                                    $ 754           $ 828    (8.9) 
    $ 1,505       $ 1,555    (3.2)

Operating Expenses
Operations and support                                  474             525    (9.7) 
        972           980     (.8)
Depreciation and amortization                           137             144    (4.9) 
        273           283    (3.5)
Total Operating Expenses                                611             669    (8.7) 
      1,245         1,263    (1.4)

Operating Income                                      $ 143           $ 159   (10.1) 
      $ 260         $ 292   (11.0)

Operating Cash Flow                                   $ 280           $ 303    (7.6) 
      $ 533         $ 575    (7.3)
Operating Cash Flow Margin                             37.1%           36.6%         
       35.4%         37.0%
Income from Unconsolidated Businesses                 $ 275           $ 217    26.7  
      $ 451         $ 385    17.1

Proportionate Information
Revenues                                            $ 1,430         $ 1,379     3.7  
    $ 2,805       $ 2,691     4.2
Operating income                                      $ 330           $ 338    (2.4) 
      $ 618         $ 662    (6.6)
Operating cash flow                                   $ 572           $ 553     3.4  
    $ 1,102       $ 1,108     (.5)

Access lines (000)                                    3,360           3,187     5.4  
      3,360         3,187     5.4
Wireless subscribers (000)                            8,741           7,960     9.8  
      8,741         7,960     9.8

Footnotes:

The segment financial results above are adjusted to exclude the effects of 
non-recurring items.

Intercompany and intersegment transactions have not been eliminated.

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results. Also, reflects the
deconsolidation of CTI to the equity method and the consolidation of PRTC in
both current and prior years.

INFORMATION SERVICES - SELECTED FINANCIAL RESULTS

                                                                         (dollars in
millions)
                                               3 Mos. Ended    3 Mos. Ended         
6 Mos. Ended  6 Mos. Ended
Unaudited                                           6/30/02         6/30/01 % Change 
    6/30/02       6/30/01 % Change


Operating Revenues                                    $ 936           $ 984    (4.9) 
    $ 1,739       $ 1,773    (1.9)

Operating Expenses
Operations and support                                  477             453     5.3  
        911           869     4.8
Depreciation and amortization                            16              20   (20.0) 
         31            41   (24.4)
Total Operating Expenses                                493             473     4.2  
        942           910     3.5

Operating Income                                      $ 443           $ 511   (13.3) 
      $ 797         $ 863    (7.6)

Operating Cash Flow                                   $ 459           $ 531   (13.6) 
      $ 828         $ 904    (8.4)
Operating Cash Flow Margin                             49.0%           54.0%         
       47.6%         51.0%

Footnotes:

The segment financial results above are adjusted to exclude the effects of 
non-recurring items.

Intercompany and intersegment transactions have not been eliminated.


                                   SIGNATURE

            Pursuant to the requirements 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.
                                          (Registrant)

Date:  July 31, 2002                  /s/ John F. Killian
                                      John F. Killian                                
                                  
                                      Senior Vice President and Controller


                      This information is provided by RNS 
            The company news service from the London Stock Exchange  END
END
IR BKPKKABKDNFK

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