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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 27, 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 incorporation) (Commission File Number) (I.R.S. 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)
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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
April 27, 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 financial information
prepared in conformity with generally accepted accounting principles (GAAP) as
well as 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, such as 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 Verizon's operating income margins adjusted to exclude
net pension and other postretirement expenses (OPEB) and Domestic Telecom's
operating income margins and cash expenses excluding pension/OPEB, additional
non-GAAP financial measures, are also useful to investors and other users of our
financial information in evaluating operating financial performance.
Operating income margins and cash expenses excluding net pension/OPEB expenses
are non-GAAP operating performance measures used internally to evaluate current
and prior operating expense efficiency, as well as assist management in
evaluating the financial results of Verizon and its largest operating segment
with and without a significant expense driver compared to prior periods.
Management believes this presentation assists readers in better understanding
the impact of this significant expense driver on our results of operations and
trends from period to period.
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: April 27, 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 April 27, 2004, issued by
Verizon Communications Inc. and contained in its Investor Relations
Bulletin.