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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: April 9, 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 (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
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)
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Item 5. Other Events.
Attached as an exhibit is a press release issued by Verizon Communications Inc.
on April 9, 2002 providing an estimate of adjusted diluted earnings per share,
and estimating charges for goodwill and other investments, for the first quarter
of 2002.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K 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; 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; 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 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.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press release dated April 9, 2002, issued by Verizon
Communications Inc.
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.
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(Registrant)
Date: April 9, 2002 /s/ Lawrence R. Whitman
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Lawrence R. Whitman
Senior Vice President and Controller
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99 Press release dated April 9, 2002, issued by Verizon Communications
Inc.