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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: December 18, 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 9. Regulation FD Disclosure.
Set forth below is a press release issued by Verizon Communications Inc. on
December 18, 2002.
NEWS RELEASE
[VERIZON LOGO]
FOR IMMEDIATE RELEASE MEDIA CONTACT:
DEC. 18, 2002 PETER THONIS
212-395-2355
peter.thonis@verizon.com
VERIZON CFO: DRAMATIC DEBT REDUCTION, MORE CERTAINTY
PROVIDES BACKDROP FOR MOODY'S STABLE OUTLOOK
COMPANY DISAPPOINTED WITH DOWNGRADE BUT MAINTAINS 'SOLID A' LONG-TERM
AND TOP P-1 COMMERCIAL-PAPER RATINGS WITH A STABLE OUTLOOK
DESPITE AGENCY'S VIEW OF ENTIRE TELECOM INDUSTRY
NEW YORK -- BACKGROUND: Earlier today, Moody's Investors Service
upgraded its outlook on Verizon Communications Inc. (NYSE:VZ) from negative to
stable, while lowering its long-term rating one notch, from A1 to A2, and
confirming its top rating, Prime-1, on Verizon's commercial paper. In May,
Moody's had placed the long-term debt rating under review as part of a broader
review of the telecom industry. The following statement should be attributed to
Doreen Toben, Verizon chief financial officer and executive vice president.
"We are disappointed with the lowering of our long-term rating from A1
to A2. However, against a background of turmoil in the rest of the telecom
sector, Verizon's revised stable outlook and continued solid A rating reflect
well on our dramatic reduction in debt and on our success in virtually
eliminating the Verizon-specific uncertainties that had concerned Moody's
earlier this year.
"Through the first nine months of the year, we reduced net debt by 18
percent, and we expect to end 2002 with net debt even lower than our previously
announced target of $55 billion to $56 billion. We also have reduced commercial
paper from $12.8 billion at the end of 2001 to approximately $3 billion at the
end of the third quarter, a more than 75 percent decrease. In
Verizon News Release, page 2
addition, we've eliminated our exposure to the NextWave wireless auction and
questions about our intentions to reintegrate Genuity.
"We are encouraged by Moody's comments that Verizon has made
significant progress in de-leveraging our balance sheet and improving our
liquidity profile.
"As Moody's points out, we remain committed to a strategy of continued
debt reduction and improvement in liquidity and free-cash-flow generation.
"We recognize that Moody's long-term rating change seems primarily
based on its overall outlook about our industry, and we disagree with this view
as it pertains to Verizon. In our view, Verizon's strong cash flow and diverse
set of assets -- which includes both wireline and wireless under a
well-established single brand -- differentiate us from other companies in the
telecom sector. Our business fundamentals are strong, and we remain capable of
delivering more innovation to more customers than anybody else in our industry.
"With 'solid A' status, Verizon continues to have a full, unfettered
range of financing options at our disposal, and we expect to have continued
excellent access to the capital markets."
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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; 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.
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: December 18, 2002 /s/ John F. Killian
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John F. Killian
Senior Vice President and Controller