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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: January 29, 2004
(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 12. Disclosure of Results of Operations and Financial Condition.
Attached as an exhibit hereto is a press release and financial tables dated
January 29, 2004 issued by Verizon Communications Inc. The information contained
in this report, including the exhibit attached hereto, is also intended to be
furnished under Item 9 "Regulation FD Disclosure" and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Non-GAAP Measures
Verizon's press release and financial tables include non-GAAP financial
information. The consolidated statements of income before special items
eliminate special items and non-recurring items of revenues, expenses, gains and
losses primarily as a result of their non-operational and/or non-recurring
nature. Management believes this presentation of operating performance assists
readers in better understanding our results of operations and trends from period
to period, consistent with management's evaluation of Verizon's consolidated and
segment results of operations for a variety of internal measures including
strategic business planning, capital allocation and compensation. Management
believes that the consolidated statements of income before special items provide
current and prior period results of operations on a comparable basis as well as
provide trends that are more indicative of future operating results than GAAP
results of operations, given the non-operational and/or non-recurring nature of
the special items removed for purposes of reporting results of operations before
special items. While some of these items have been periodically reported in
Verizon's consolidated results of operations, including significant severance
and impairment charges, their occurrence in future periods is dependent upon
future business and economic factors, among other evaluation criteria, and may
frequently be beyond the control of management. As a result of these factors,
management also provides this information externally, along with a complete
reconciliation to their comparable GAAP amounts so readers have access to the
detail and general nature of adjustments made to GAAP results. Complete
descriptions of the special items are provided in the schedules accompanying the
news release.
Management believes that free cash flow, segment free cash flow and net debt,
additional non-GAAP financial measures, are also useful to investors and other
users of our financial information in evaluating liquidity and operating
financial performance. Free cash flow, segment free cash flow and net debt are
financial measures that are commonly used by readers of financial information in
assessing financial performance, including liquidity and the company's ability
to meet obligations with available cash flows and cash balances. Management uses
free cash flow and segment free cash flow information for allocating resources
to debt repayment and for other cash investing and financing activities. The
definition of free cash flow, cash from operating activities less capital
expenditures and dividends paid to Verizon's shareowners, is readily
determinable from amounts provided in Verizon's consolidated statements of cash
flows. Segment free cash flow is defined as cash from operating activities less
capital expenditures. Details of segment cash flow are provided in the exhibit.
Total Verizon and Verizon Information Services revenues - conforming basis
provide the prior year impact of sales of 1.27 million switched access lines in
2002 (total Verizon only) and a change in directory accounting, described fully
in the exhibit, if the accounting change had occurred in the prior year. This
presentation is useful to investors and other users of our financial information
in evaluating operating financial performance consistent with the pro forma
disclosures required in the year of an accounting change, as required by GAAP.
It is management's intent to provide Non-GAAP financial information to enhance
understanding of Verizon's GAAP consolidated financial statements and should be
considered by the reader in addition to, but not instead of, the financial
statements prepared in accordance with GAAP.
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: January 29, 2004 /s/ David H. Benson
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David H. Benson
Senior Vice President and Controller
EXHIBIT INDEX
Exhibit
Number Description
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99 Press release and financial tables, dated January 29, 2004, issued by
Verizon Communications Inc. and contained in its Investor Relations
Bulletin.