Back to GetFilings.com



Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 


 

FORM 10-K

 


(Mark one)

    

x

  

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

    

OR

¨

  

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

 

 

Commission file number 1-6875

 

 

VERIZON MARYLAND INC.

 

 

A Maryland Corporation

 

I.R.S. Employer Identification No. 52-0270070

 

 

One East Pratt Street, Baltimore, Maryland 21202

 

 

Telephone number: (410) 539-9900

 

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

 

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X      No          

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes            No   X  


Table of Contents

Verizon Maryland Inc.

 

TABLE OF CONTENTS

 

         

Page


PART I

         

Item 1.

  

Business
(Abbreviated pursuant to General Instruction I(2).)

  

2

Item 2.

  

Properties

  

6

Item 3.

  

Legal 3Proceedings

  

6

Item 4.

  

Submission of Matters to a Vote of Security Holders
(Omitted pursuant to General Instruction I(2).)

  

6

PART II

         

Item 5.

  

Market for Registrant’s Common Equity and Related Stockholder Matters

  

7

Item 6.

  

Selected Financial Data
(Omitted pursuant to General Instruction I(2).)

  

7

Item 7.

  

Management’s Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction I(2).)

  

8

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

  

16

Item 8.

  

Financial Statements and Supplementary Data

  

16

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

16

PART III

         

Item 10.

  

Directors and Executive Officers of the Registrant
(Omitted pursuant to General Instruction I(2).)

  

16

Item 11.

  

Executive Compensation
(Omitted pursuant to General Instruction I(2).)

  

16

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(Omitted pursuant to General Instruction I(2).)

  

16

Item 13.

  

Certain Relationships and Related Transactions
(Omitted pursuant to General Instruction I(2).)

  

16

Item 14.

  

Controls and Procedures

  

16

PART IV

         

Item 15.

  

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  

17

SIGNATURES

  

18

CERTIFICATIONS

  

19

 

 

UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 14, 2003.

 

 

1


Table of Contents

Verizon Maryland Inc.

 

PART I

 

Item 1.    Business

(Abbreviated pursuant to General Instruction I(2).)

 

GENERAL

 

Verizon Maryland Inc. is incorporated under the laws of the State of Maryland. We are a wholly owned subsidiary of Verizon Communications Inc. (Verizon).

 

We presently serve a territory consisting of Local Access and Transport Areas (LATAs) in Maryland. These LATAs are generally centered on a city or based on some other identifiable common geography.

 

We currently provide two basic types of telecommunications services:

 

Ÿ   Exchange telecommunication service is the transmission of telecommunications among customers located within a local calling area within a LATA. Examples of exchange telecommunications services include switched local residential and business services, local private line voice and data services and Centrex services. We also provide toll services within a LATA (intraLATA long distance).

 

Ÿ   Exchange access service links a customer’s premises and the transmission facilities of other telecommunications carriers, generally interLATA carriers. Examples of exchange access services include switched access and special access services.

 

As of December 31, 2002, we had approximately 6,400 employees. Approximately 85% of our employees (associates) are covered by collective bargaining agreements. Collective bargaining agreements with the unions expire in August 2003.

 

 

REGULATION

 

Telecommunications Act of 1996

 

We face increasing competition in all areas of our business. The Telecommunications Act of 1996 (1996 Act), regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory constraints.

 

In-Region Long Distance

 

Under the 1996 Act, our ability to offer in-region long distance services (that is, services originating in the state where we operate as a local exchange carrier) is largely dependent on satisfying specified requirements. The requirements include a 14-point “competitive checklist” of steps which we must take to help competitors offer local services through resale, through purchase of unbundled network elements (UNEs), or by interconnecting their own networks to ours. We must also demonstrate to the Federal Communications Commission (FCC) that entry into the in-region long distance market would be in the public interest.

 

In December 2002, we filed an application with the FCC for permission to enter the in-region long distance market in Maryland. The FCC must act on this application by March 19, 2003. In-region long distance would be offered by a separate non-regulated subsidiary of Verizon as required by law.

 

FCC Regulation and Interstate Rates

 

We are subject to the jurisdiction of the FCC with respect to interstate services and related matters. In 2002, the FCC continued to implement reforms to the interstate access charge system and to implement the “universal service” and other requirements of the 1996 Act.

 

2


Table of Contents

Verizon Maryland Inc.

 

Access Charges and Universal Service

 

On May 31, 2000, the FCC adopted the Coalition for Affordable Local and Long Distance Services (CALLS) plan as a comprehensive five-year plan for regulation of interstate access charges. The CALLS plan has three main components. First, it establishes a portable interstate access universal service support of $650 million for the industry. This explicit support replaces implicit support embedded in interstate access charges. Second, the plan simplifies the patchwork of common line charges into one subscriber line charge (SLC) and provides for de-averaging of the SLC by zones and class of customers in a manner that will not undermine comparable and affordable universal service. Third, the plan sets into place a mechanism to transition to a set target of $0.0055 per minute for switched access services. Once that target rate is reached, local exchange carriers are no longer required to make further annual price cap reductions to their switched access prices. The annual reductions leading to the target rate, as well as annual reductions for the subset of special access services that remain subject to price cap regulation was set at 6.5% per year.

 

On September 10, 2001, the U.S. Court of Appeals for the Fifth Circuit ruled on an appeal of the FCC order adopting the plan. The court upheld the FCC on several challenges to the order, but remanded two aspects of the decision back to the FCC on the grounds that they lacked sufficient justification. The court remanded back to the FCC for further consideration its decision setting the annual reduction factor at 6.5% minus an inflation factor and the size of the new universal service fund at $650 million. The entire plan (including these elements) will continue in effect pending the FCC’s further consideration of its justification of these components. As a result of tariff adjustments which became effective in July 2002, we reached the $0.0055 benchmark.

 

The FCC has adopted rules for special access services that provide for pricing flexibility and ultimately the removal of services from price regulation when prescribed competitive thresholds are met. In order to use these rules, carriers must forego the ability to take advantage of provisions in the current rules that provide relief in the event earnings fall below prescribed thresholds. Verizon has been authorized to remove special access and dedicated transport services from price caps in 36 Metropolitan Statistical Areas (MSAs) in the former Bell Atlantic territory and in 17 additional MSAs in the former GTE territory. In addition, the FCC has found that in 20 MSAs Verizon has met the stricter standards to remove special access connections to end-user customers from price caps. Verizon also has an application pending that, if granted, would remove an additional three MSAs, and special access connections to end-user customers in two additional MSAs, from price cap regulation.

 

In November 1999, the FCC adopted a new mechanism for providing universal service support to high cost areas served by large local telephone companies. This funding mechanism provides additional support for local telephone services in several states served by Verizon. This system has been supplemented by the new FCC access charge plan described above. On July 31, 2001, the U.S. Court of Appeals for the Tenth Circuit reversed and remanded to the FCC for further proceedings. The court concluded that the FCC had failed to adequately explain some aspects of its decision and had failed to address any need for a state universal service mechanism. The current universal service mechanism remains in place pending the outcome of any FCC review as a result of these appeals.

 

Unbundling of Network Elements

 

In November 1999, the FCC announced its decision setting forth new unbundling requirements, eliminating elements that it had previously required to be unbundled, limiting the obligation to provide others and adding new elements.

 

In addition to the unbundling requirements released in November 1999, the FCC released an order in a separate proceeding in December 1999, requiring incumbent local exchange companies also to unbundle and provide to competitors the higher frequency portion of their local loop. This provides competitors with the ability to provision data services on top of incumbent carriers’ voice services.

 

In July 2000, the U.S. Court of Appeals for the Eighth Circuit found that some aspects of the FCC’s requirements for pricing UNEs were inconsistent with the 1996 Act. In particular, it found that the FCC was wrong to require incumbent carriers to base these prices not on their real costs but on the imaginary costs of the most efficient equipment and the most efficient network configuration. This portion of the court’s decision was stayed pending review by the U.S. Supreme Court. On May 13, 2002, the U.S. Supreme Court reversed that decision and upheld the FCC’s pricing rules.

 

On May 24, 2002, the U.S. Court of Appeals for the D.C. Circuit released an order that overturned the most recent FCC decision establishing which network elements were required to be unbundled. In particular, the court found that the FCC did not adequately consider the limitations of the “necessary and impair” standards of the 1996 Act when it chose national

 

3


Table of Contents

Verizon Maryland Inc.

 

rules for unbundling and that it failed to consider the relevance of competition from other types of service providers, including cable and satellite. The court also vacated a separate order that had authorized an unbundling requirement for “line sharing” where a competing carrier purchases only a portion of the copper connection to the end-user in order to provide high-speed broadband services using digital subscriber line (DSL) technology. Several parties, including the FCC, petitioned the court for rehearing of the court order. The court rejected the petitions that asked it to change its decision on September 4, 2002. The court did, however, stay its order vacating the FCC’s rules until February 20, 2003, to provide the FCC time to complete an ongoing rulemaking to determine what elements should be unbundled. Several carriers have sought U.S. Supreme Court review of the underlying court decision. That request remains pending.

 

On October 25, 2002, the U.S. Court of Appeals for the D.C. Circuit released an order upholding the FCC’s decisions that established interim limits on the availability of combinations of UNEs known as enhanced extended links or “EELs.” EELs consist of unbundled loops and transport elements. The FCC decisions limited access to EELs to carriers that would use them to provide a significant amount of local traffic, and not just use them as substitutes for special access services.

 

Prior to the issuance of these orders from the U.S. Court of Appeals for the D.C. Circuit, the FCC had already begun a review of the scope of its unbundling requirement through a rulemaking referred to as the triennial review of UNEs. This rulemaking reopens the question of what network elements must be made available on an unbundled basis under the 1996 Act and will revisit the unbundling decisions made in the order overturned by the U.S. Court of Appeals for the D.C. Circuit. In this rulemaking, the FCC also will address other pending issues relating to unbundled elements, including the question of whether competing carriers may substitute combinations of unbundled loops and transport for already competitive special access services. On February 20, 2003, the FCC announced a decision in its triennial review of UNEs, but the order has not yet been released.

 

Compensation for Internet Traffic

 

On April 27, 2001, the FCC released an order addressing intercarrier compensation for dial-up connections for Internet-bound traffic. The FCC found that Internet-bound traffic is interstate and subject to the FCC’s jurisdiction. Moreover, the FCC again found that Internet-bound traffic is not subject to reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the FCC established federal rates per minute for this traffic that decline from $0.0015 to $0.0007 over a three-year period. The FCC order also sets caps on the total minutes of this traffic that may be subject to any intercarrier compensation and requires that incumbent local exchange carriers must offer to both bill and pay reciprocal compensation for local traffic at the same rate as they are required to pay on Internet-bound traffic. On May 3, 2002, the U.S. Court of Appeals for the D.C. Circuit rejected part of the FCC’s rationale for its April 27, 2001 order, but declined to vacate the order while it is on remand.

 

Several parties requested rehearing, asking the court to vacate the underlying order. Those requests were denied in a series of orders released on September 24, 2002 and September 25, 2002. One carrier has sought U.S. Supreme Court review of that denial. In the meantime, pending further action by the FCC, the FCC’s underlying order remains in effect.

 

State Regulation of Rates and Services

 

In 1996, the Public Service Commission of Maryland (PSC) approved a price cap plan for regulating the intrastate services provided by us. Under the plan, services are divided into six categories: Access; Basic-Residential; Basic-Business; Discretionary; Competitive; and Miscellaneous. Rates for Access, Basic-Residential, Basic-Business and Discretionary Services can be increased or decreased annually under a formula that is based upon changes in the GDP-PI minus a productivity offset based upon changes in the rate of inflation as reflected in the Consumer Price Index (CPI). Rates for Competitive Services may be increased without regulatory limits. Regulation of profits is eliminated. The PSC is currently reviewing the incentive regulation plan. We have sought to eliminate the price cap formula and to move all business services into the competitive category.

 

 

COMPETITION

 

Current and potential competitors in telecommunication services include long distance companies, other local telephone companies, cable companies, wireless service providers, foreign telecommunications providers, electric utilities, Internet service providers and other companies that offer network services. Many of these companies have a strong market presence, brand recognition and existing customer relationships, all of which contribute to intensifying competition and may affect our future revenue growth.

 

4


Table of Contents

Verizon Maryland Inc.

 

Local Exchange Services

 

The ability to offer local exchange services has historically been subject to regulation by state regulatory commissions. Applications from competitors to provide and resell local exchange services have been approved in our jurisdiction. The 1996 Act has significantly increased the level of competition in our local exchange markets.

 

One of the purposes of the 1996 Act was to ensure, and accelerate, the emergence of competition in local exchange markets. Toward this end, the 1996 Act requires most existing local exchange carriers (incumbent local exchange carriers, or ILECs), including our company, to permit potential competitors (CLECs) to:

 

Ÿ   purchase service from the ILEC for resale to CLEC customers;
Ÿ   purchase UNEs from the ILEC; and/or
Ÿ   interconnect the CLEC’s network with the ILEC’s network.

 

As a result, competition in our local exchange markets continues to increase. We are generally required to sell our services to CLECs at discounts from the prices we charge our retail customers.

 

Long Distance Services

 

We offer intraLATA long distance services. IntraLATA toll calls originate and terminate within the same LATA, but generally cover a greater distance than a local call. State regulatory commissions rather than federal authorities generally regulate these services. Federal regulators have jurisdiction over interstate toll services. The PSC permits other carriers to offer intraLATA toll services within the state.

 

Alternative Access Services

 

A substantial portion of our revenues from business and government customers is derived from a relatively small number of large, multiple-line subscribers.

 

We face competition from alternative communications systems, constructed by large end-users, interexchange carriers and alternative access vendors, which are capable of originating and/or terminating calls without the use of our plant. The FCC’s orders requiring us to offer collocated interconnection for special and switched access services have enhanced the ability of such alternative access providers to compete with us.

 

Other potential sources of competition include cable television systems, shared tenant services and other noncarrier systems which are capable of bypassing our local plant, either partially or completely, through substitution of special access for switched access or through concentration of telecommunications traffic on fewer of our lines.

 

Wireless Services

 

Wireless services also constitute a significant source of competition to our wireline telecommunications services, especially as wireless carriers (including Verizon Wireless) expand and improve their network coverage and continue to lower their prices to end-users. As a result, more end-users are substituting wireless services for basic wireline service. Wireless telephone services can also be used for data transmission.

 

Public Telephone Services

 

The growth of wireless communications has significantly decreased usage of public telephones, as more customers are substituting wireless services for public telephone services. In addition, we face competition from other providers of public telephone services.

 

Operator Services

 

Our operator services product line faces competition from alternative operator services providers and Internet service providers.

 

5


Table of Contents

Verizon Maryland Inc.

 

Item 2.    Properties

 

GENERAL

 

Our principal properties do not lend themselves to simple description by character and location. Our investment in plant, property and equipment consisted of the following at December 31:

 

    

2002


      

2001


 

Central office equipment

  

49

%

    

48

%

Outside communications plant

  

35

 

    

35

 

Land and buildings

  

7

 

    

7

 

Furniture, vehicles and other work equipment

  

6

 

    

6

 

Other

  

3

 

    

4

 

    

    

    

100

%

    

100

%

    

    

 

“Central office equipment” consists of switching equipment, transmission equipment and related facilities. “Outside communications plant” consists primarily of aerial cable, underground cable, conduit and wiring, and telephone poles. “Land and buildings” consists of land and land improvements, and principally central office buildings. “Furniture, vehicles and other work equipment” consists of public telephone instruments and telephone equipment, furniture, office equipment, motor vehicles and other work equipment. “Other” property consists primarily of plant under construction, capital leases, capitalized computer software costs and leasehold improvements.

 

All of our properties, located in the state of Maryland, are generally in good operating condition and are adequate to satisfy the needs of our business.

 

Our customers are served by electronic switching systems that provide a wide variety of services. Substantially all of our network has full digital capability to furnish advanced data transmission and information management services.

 

 

CAPITAL EXPENDITURES

 

We continue to make significant capital expenditures to meet the demand for communications services and to further improve such services. Capital spending was approximately $443 million in 2002, $623 million in 2001 and $755 million in 2000. Capital spending for those years excludes capitalized non-network software and additions under capital leases. Our total investment in plant, property and equipment was approximately $8.0 billion at December 31, 2002, $7.7 billion at December 31, 2001 and $7.2 billion at December 31, 2000, including the effect of retirements, but before deducting accumulated depreciation.

 

Item 3.    Legal Proceedings

 

There were no proceedings reportable under Item 3.

 

Item 4.    Submission of Matters to a Vote of Security Holders

 

(Omitted pursuant to General Instruction I(2).)

 

6


Table of Contents

Verizon Maryland Inc.

 

PART II

 

Item 5.    Market for Registrant’s Common Equity and Related Stockholder Matters

 

Not applicable.

 

Item 6.    Selected Financial Data

 

(Omitted pursuant to General Instruction I(2).)

 

7


Table of Contents

Verizon Maryland Inc.

 

Item 7.    Management’s Discussion and Analysis of Results of Operations

(Abbreviated pursuant to General Instruction I(2).)

 

This discussion should be read in conjunction with the Financial Statements and Notes to Financial Statements listed in the index set forth on page F-1.

 

 

OVERVIEW

 

Description of Business

 

Verizon Maryland Inc. is a wholly owned subsidiary of Verizon Communications Inc. (Verizon). We presently serve a territory consisting of Local Access and Transport Areas (LATAs) in the state of Maryland. We have one reportable segment which provides domestic wireline telecommunications services. We currently provide two basic types of telecommunications services:

 

Ÿ   Exchange telecommunication service is the transmission of telecommunications among customers located within a local calling area within a LATA. Examples of exchange telecommunications services include switched local residential and business services, local private line voice and data services and Centrex services. We also provide toll services within a LATA (intraLATA long distance).

 

Ÿ   Exchange access service links a customer’s premises and the transmission facilities of other telecommunications carriers, generally interLATA carriers. Examples of exchange access services include switched access and special access services.

 

The communications services we provide are subject to regulation by the Public Service Commission of Maryland (PSC) with respect to intrastate rates and services and other matters. The Federal Communications Commission (FCC) regulates rates that we charge long distance carriers and end-user subscribers for interstate access services. For a further discussion of the Company and our regulatory plan, see Item 1 – “Description of Business.”

 

Critical Accounting Policies

 

A summary of the critical accounting policies used in preparing our financial statements are as follows:

 

Most of our employees participate in Verizon’s defined benefit pension plans and postretirement benefit plans. In the aggregate, the fair value of pension plan assets exceeds pension plan benefit obligations. Significant pension and postretirement benefit plan assumptions, including the discount rate used, the long-term rate of return on plan assets, and medical cost trend rates are periodically updated and impact the amount of pension plan results, assets and obligations. For more information on pension plan assumptions, see Note 8 to the financial statements.

 

Our current and deferred income taxes and associated valuation allowances (if any) are impacted by events and transactions arising in the normal course of business, as well as in connection with special and non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and realization of deferred income tax assets and the timing of income tax payments. Actual collections and payments may differ from these estimates as a result of changes in tax laws, as well as unanticipated future transactions impacting related income tax balances.

 

We compute depreciation on plant, property, and equipment principally on the composite group remaining life method and straight-line composite rates over estimated useful lives ranging from 3 to 50 years. This method provides for the recognition of the cost of the remaining net investment in telephone plant, less anticipated net salvage value (if any), over the remaining asset lives. This method requires the periodic revision of depreciation rates. For a discussion of a change in the accounting for the retirement of certain assets see “Other Matters – Recent Accounting Pronouncements – Asset Retirement Obligations” below. Changes in the estimated useful lives of plant, property, and equipment or depreciation methods could have a material effect on our results of operations.

 

8


Table of Contents

Verizon Maryland Inc.

 

We recognize service revenues based upon usage of our local exchange network and facilities and contract fees. We recognize product and other service revenues when the products are delivered and accepted by the customers and when services are provided in accordance with contract terms.

 

In the course of conducting our business, we provide services to and purchase goods and services from affiliated companies. These transactions are supported by tariff rates or contractual agreements the terms of which require estimates and judgments to fairly value such transactions.

 

All of our significant accounting policies are described in Note 1 to the financial statements.

 

 

RESULTS OF OPERATIONS

 

We reported net income of $268.1 million in 2002, compared to net income of $286.2 million in 2001. Our reported results included the following special items:

 

Employee Terminations

 

The following table provides a summary of the special charges recorded in 2002 and 2001 related to employee terminations.

 

    

Years ended December 31


(Dollars in Millions)


  

2002


    

2001


Special termination benefits

  

$

16.2

 

  

$

37.6

Settlement gain

  

 

(12.4

)

  

 

—  

Curtailment loss

  

 

77.8

 

  

 

—  

    


  

Subtotal

  

 

81.6

 

  

 

37.6

    


  

Employee severance

  

 

21.1

 

  

 

31.2

    


  

Total special charges

  

$

102.7

 

  

$

68.8

    


  

 

As part of a Verizon workforce reduction plan, we have continued to reduce our headcount as allowed under various management and associate employee benefit plans. As a result, we recorded $16.2 million and $37.6 million in 2002 and 2001, respectively, in connection with various pension and retirement benefit enhancements. Also during 2002, we recorded a $12.4 million pension settlement gain as lump-sum payments exceeded the threshold of service and interest costs. Additionally, in the fourth quarter of 2002, we recorded a curtailment loss of $77.8 million associated with a significant reduction of the expected years of future service of present employees, which was largely impacted by the involuntary employee terminations in December 2002. The special termination benefits, curtailment and settlement of pension obligations are recorded in accordance with Statement of Financial Accounting Standards (SFAS) No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Pension Plans and for Termination Benefits” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other than Pensions.”

 

Also during 2002 and 2001, we recorded special charges of $21.1 million and $31.2 million, respectively, for the voluntary and involuntary separation of management and associate employees in accordance with SFAS No. 112, “Employers’ Accounting for Postemployment Benefits.” As of December 31, 2002, a total of over 800 employees have been separated under the 2001 and 2002 severance programs. We expect to complete the termination of the employees within a year of when the respective charges were recorded. Employee benefit costs are recorded in operations and support expense in our statements of income.

 

See Note 8 to the financial statements for additional information about our employee benefits.

 

9


Table of Contents

Verizon Maryland Inc.

 

WorldCom Inc.

 

In 2002, we recorded an impairment charge of $14.8 million driven by our financial statement exposure to WorldCom Inc. (WorldCom). This charge was recorded in operations and support expense in our statements of income.

 

WorldCom, including its affiliates, purchases dedicated local exchange capacity from us to support its private networks and we also charge WorldCom for access to our local network. In addition, we sell local wholesale interconnection services and provide billing and collection services to WorldCom. We purchase long distance and related services from WorldCom. On July 21, 2002, WorldCom filed for Chapter 11 bankruptcy protection.

 

During 2002, we recorded revenues earned from the provision of primarily network access services to WorldCom of $111.6 million. If WorldCom terminates contracts with us for the provision of services, our operating revenues would be lower in future periods. Lower revenues as a result of canceling contracts for the provision of services could be partially offset, in some cases, by the migration of customers on the terminated facilities to us or other carriers who purchase capacity and/or interconnection services from us.

 

At December 31, 2002, accounts receivable from WorldCom, net of a provision for uncollectibles, was $19.9 million. We continue to closely monitor our collections on WorldCom account balances. WorldCom is current with respect to its post-bankruptcy obligations. We believe that we are adequately reserved for the potential risk of non-payment of pre-bankruptcy receivables from WorldCom.

 

Extraordinary Item

 

During 2002, we recorded extraordinary charges associated with the early extinguishment of long-term debt, which reduced net income by $.6 million (net of income tax benefits of $.4 million). These debt extinguishments consisted of the following:

 

  Ÿ   $60.0 million of 5 7/8% debentures due on June 1, 2004
  Ÿ   $75.0 million of 6 5/8% debentures due on October 1, 2008
  Ÿ   $50.0 million of 7 1/4% debentures due on February 1, 2012

 

Transactions with Affiliates

 

Our financial statements include transactions with affiliates. The more significant affiliate transactions include revenues earned from Verizon Advanced Data Inc., Verizon Services and Verizon Internet Services Inc. for utilization of our network facilities and provision of services.

 

In addition, our operating revenues and expenses include transactions with other Verizon Operating Telephone Companies primarily for the rental of facilities and equipment and interconnection services.

 

Further, we recognize operating expenses in connection with contractual arrangements with affiliates, primarily Verizon Services, for the provision of various centralized services to us. We recognize interest expense in connection with contractual agreements with Verizon Network Funding Corporation for the provision of short-term financing and cash management services. Through April 2002, we recognized equity losses from our investment in Verizon Ventures III Inc. (Ventures III). We also pay quarterly dividends to our parent, Verizon.

 

See Note 10 to the financial statements for additional information about our transactions with affiliates.

 

These and other items affecting the comparison of our results of operations for the years ended December 31, 2002 and 2001 are discussed in the following sections.

 

10


Table of Contents

Verizon Maryland Inc.

 

OPERATING REVENUES

(Dollars in Millions)

 

Years Ended December 31


  

2002


  

2001


Local services

  

$

1,445.4

  

$

1,476.5

Network access services

  

 

780.9

  

 

773.5

Long distance services

  

 

45.0

  

 

58.1

Other services

  

 

140.8

  

 

155.2

    

  

Total

  

$

2,412.1

  

$

2,463.3

    

  

 

LOCAL SERVICES

 

    

(Decrease)


2002 – 2001

  

$(31.1)

    

(2.1)%

 

Local service revenues are earned from the provision of local exchange, local private line, wire maintenance, voice messaging and value-added services. Value-added services are a family of services that expand the utilization of the network, including products such as Caller ID, Call Waiting and Return Call. The provision of local exchange services not only includes retail revenues, but also includes local wholesale revenues from unbundled network elements (UNEs), interconnection revenues from competitive local exchange carriers (CLECs), certain data transport revenues and wireless interconnection revenues.

 

Local service revenues decreased in 2002 primarily due to price discounts on product bundling offers and the effect of lower demand and usage of some basic wireline services. Our switched access lines in service declined 2.6% from December 31, 2001 to December 31, 2002, primarily reflecting the impact of the economic slowdown and competition. Technology substitution has also affected local service revenue growth, as indicated by lower demand for residential access lines.

 

These decreases were partially offset by the effect of higher billings to CLECs for the purchase of UNEs and for interconnection of their network with our network and usage of our value-added services.

 

NETWORK ACCESS SERVICES

 

    

Increase


2002 – 2001

  

$7.4

    

1.0%

 

Network access service revenues are earned from end-user subscribers and from long distance and other competing carriers who use our local exchange facilities to provide usage services to their customers. Switched access revenues are derived from fixed and usage-based charges paid by carriers for access to our local network. Special access revenues originate from carriers and end-users that buy dedicated local exchange capacity to support their private networks. End-user access revenues are earned from our customers and from resellers who purchase dial-tone services.

 

The increase in network access revenues in 2002 was mainly attributable to higher customer demand for end-user and special access services. End-user services growth reflects a new contract with the federal government and special access services growth reflects strong demand in the business market for high-capacity, high-speed digital services. These increases were partially offset by lower demand for switched access services due, in part, to the weakened economy and technology substitution.

 

11


Table of Contents

Verizon Maryland Inc.

 

LONG DISTANCE SERVICES

 

    

(Decrease)


2002 – 2001

  

$(13.1)

    

(22.5)%

 

Long distance revenues are earned primarily from calls made to points outside a customer’s local calling area, but within our service area (intraLATA toll). IntraLATA toll calls originate and terminate within the same LATA, but generally cover a greater distance than a local call. These services are regulated by the PSC except where they cross state lines. Other long distance services that we provide include 800 services and Wide Area Telephone Service (WATS).

 

Long distance service revenues declined in 2002 primarily due to the effects of competition and toll calling discount packages and product bundling offers of our intraLATA toll services. Technology substitution and lower access line growth due to the slowing economy also affected long distance service revenue growth.

 

OTHER SERVICES

 

    

(Decrease)


2002 – 2001

  

$(14.4)

    

(9.3)%

 

Our other services include such services as billing and collections for long distance carriers and affiliates, facilities rentals to affiliates and nonaffiliates, public (pay) telephone, customer premises equipment (CPE) and sales of materials and supplies to affiliates. Other service revenues also include fees paid by customers for nonpublication of telephone numbers and multiple white page listings and fees paid by an affiliate for usage of our directory listings.

 

Other service revenues decreased in 2002 primarily due to lower facilities rental revenues from affiliates and lower revenues from late payment fees.

 

 

OPERATING EXPENSES

(Dollars in Millions)

 

OPERATIONS AND SUPPORT

 

    

Increase


2002 – 2001

  

$94.6

    

7.6%

 

Operations and support expenses consist of employee costs and other operating expenses. Employee costs consist of salaries, wages and other employee compensation, employee benefits and payroll taxes. Other operating expenses consist of contract services including centralized services expenses allocated from affiliates, rent, network software costs, operating taxes other than income, the provision for uncollectible accounts receivable, reciprocal compensation, and other costs.

 

The increase in operations and support expenses was due, in part, to increased costs of approximately $48 million associated with uncollectible accounts receivable in 2002, as compared to 2001. In addition, employee costs increased in 2002, due to higher benefit costs and salary and wage increases, partially offset by the effect of declining workforce levels. As described earlier, we recorded net charges of $102.7 million in 2002, compared to $68.8 million in 2001, associated with employee termination costs and a charge of $14.8 million associated with uncollectible accounts receivable from WorldCom. Pension income (after consideration of capitalized costs and excluding special termination charges) was $109.2 million and $120.3 million in 2002 and 2001, respectively.

 

12


Table of Contents

Verizon Maryland Inc.

 

DEPRECIATION AND AMORTIZATION