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Verizon Communications Inc – ‘11-K’ for 12/31/00

On: Thursday, 6/28/01, at 3:31pm ET · For: 12/31/00 · Accession #: 950109-1-501951 · File #: 1-08606

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/28/01  Verizon Communications Inc        11-K       12/31/00    1:51K                                    Donnelley R R & S… 01/FA

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Bell Atlantic South Savings and Security Plan         24     95K 

11-K 1st Page of 24 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC  20549 

_____________ 

FORM 11-K 

_____________ 
(Mark One)  

(X)             ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE                  
SECURITIES EXCHANGE ACT OF 1934 

For the year ended December 31, 2000  

OR  
( )             TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE              
SECURITIES EXCHANGE ACT OF 1934 

       For the transition period from _______ to _______

Commission file number 1-8606 

_____________ 

Bell Atlantic Savings and Security Plan for 
Associates of Bell Atlantic South 

_____________ 

Verizon Communications Inc. 
1095 Avenue of the Americas, New York, New York 10036 

                                               [LOGO] Mitchell & Titus

                                                    Certified Public Accountants
                                       and Consultants

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BELL ATLANTIC SAVINGS and SECURITY PLAN 
for ASSOCIATES OF BELL ATLANTIC SOUTH 
as of December 31, 2000 and 1999  

TABLE OF CONTENTS 
----------------- 

                                                                [Download Table]
                                                                       
Independent Auditors' Report                                          1

Financial Statements:                                                  

Statements of Net Assets Available for Benefits as of                  
December 31, 2000 and 1999                                          2-3

Statement of Changes in Net Assets Available for Benefits              
for the year ended December 31, 2000                                  4

Notes to Financial Statements                                      5-20

Signature Page                                                       21

Consent of Independent Auditors                                      22

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INDEPENDENT AUDITORS' REPORT
----------------------------

To the Verizon Employee Benefits Committee:                                     

We have audited the accompanying Statements of Net Assets Available for Benefits
of the Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic  
South (the "Plan") as of December 31, 2000 and 1999, and the related Statement  
of Changes in Net Assets Available for Benefits for the year ended December 31, 
2000. These financial statements are the responsibility of the Plan's           
management. Our responsibility is to express an opinion on these financial      
statements based on our audits.                                                 

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and       
perform the audit to obtain reasonable assurance about whether the financial    
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audits provide a          
reasonable basis for our opinion.                                               

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the net assets available for benefits of the Bell        
Atlantic Savings and Security Plan for Associates of Bell Atlantic South as of  
December 31, 2000 and 1999, and the change in its net assets available for      
benefits for the year ended December 31, 2000, in conformity with accounting    
principles generally accepted in the United States of America.                  

/s/ Mitchell & Titus, LLP                                                       

New York, New York                                                              
June 22, 2001                                                                   

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                       

Statement of Net Assets Available for Plan Benefits                             

December 31, 2000                                                               

(Dollars in thousands)                                                          

                                                        [Enlarge/Download Table]

                                                                                  Fund Information                                  
                                                ------------------------------------------------------------------------------------
                                                   Verizon           Employee Stock                          Other                  
                                                   Shares            Ownership Plan           PAYSOP         Fund                   
                                                             ------------------------------                                         
                                                    Fund        Allocated     Unallocated      Fund         Options        Total    
                                                --------        ---------     -----------      ----         -------        ---------
                                                                                                                                    
                    ASSETS:                                                                                                         

Investments at market (see Notes 1,2 and 3):                                                                                        
  Allocated share of master trust net assets    $  1,175,671  $    372,025   $          -   $   111,537   $   506,276   $  2,165,509
  Temporary cash investments                               -             -              -             -            23             23
  Temporary cash available for future employing                                                                                     
      company contributions                                -             -            237             -             -            237
  Verizon Communications Inc. common shares                -             -         37,125             -             -         37,125
                                                ------------  ------------   ------------   -----------   -----------   ------------

      Total investments                            1,175,671       372,025         37,362       111,537       506,299      2,202,894

Receivables:                                                                                                                        
  Participant contributions                               41             -              -             -            39             80
  Employer contributions                                  31             -              -             -             -             31
  Loans to participants                                    -             -              -             -        88,557         88,557
                                                ------------  ------------   ------------   -----------   -----------   ------------

      Total receivables                                   72             -              -             -        88,596         88,668
                                                ------------  ------------   ------------   -----------   -----------   ------------
      Total assets                                 1,175,743       372,025         37,362       111,537       594,895      2,291,562

           LIABILITIES:                                                                                                             

  Administrative payables                                405           138              -            39           175            757
  Commitments (see Note 2)                                 -             -          9,399             -             -          9,399
  Notes payable (see Note 6)                               -             -         17,015             -             -         17,015
                                                ------------  ------------   ------------   -----------   -----------   ------------
      Total liabilities                                  405           138         26,414            39           175         27,171
                                                ------------  ------------   ------------   -----------   -----------   ------------
      Net assets available for plan                                                                                                 
         benefits (see Notes 1 and 2)           $  1,175,338  $    371,887   $     10,948   $   111,498   $   594,720   $  2,264,391
                                                ============  ============   ============   ===========   ===========   ============

                                                                               2

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                           

Statement of Net Assets Available for Plan Benefits                             

December 31, 1999                                                               

(Dollars in thousands)                                                          

                                                        [Enlarge/Download Table]

                                                                           Fund Information                                    
                                               --------------------------------------------------------------------------------
                                                                    Employee Stock                                             
                                                 Verizon            Ownership Plan                      Other                  
                                                 Shares      ------------------------    PAYSOP         Fund                   
                                                  Fund        Allocated   Unallocated     Fund         Options         Total   
                                               -----------   -----------  -----------  ----------   -------------  ------------
                                                                                                                               
                  ASSETS:                                                                                                      

Investments at market (see Notes 1, 2 and 3):                                                                                  
  Allocated share of master trust net assets   $ 1,411,534   $  471,069   $        -   $  157,309   $    525,242   $ 2,565,154 
  Temporary cash investments                             -            -            -            -            157           157 
  Verizon Communications Inc. common shares              -            -       91,100            -              -        91,100 
                                               -----------   ----------   ----------   ----------   ------------   ----------- 

            Total investments                    1,411,534      471,069       91,100      157,309        525,399     2,656,411 

Receivables:                                                                                                                   
  Participant contributions                             39           27            -            -             29            95 
  Loans to participants                                  -            -            -            -         82,001        82,001 
  Dividends and interest receivable                      -            -            -            -              1             1 
                                               -----------   ----------   ----------   ----------   ------------   ----------- 

            Total receivables                           39           27            -            -         82,031        82,097 
                                               -----------   ----------   ----------   ----------   ------------   ----------- 
                  Total assets                   1,411,573      471,096       91,100      157,309        607,430     2,738,508 

                LIABILITIES:                                                                                                   

Commitments (see Note 2)                                 -            -       11,823            -              -        11,823 
Notes payable (see Note 6)                               -            -       47,051            -              -        47,051 
                                               -----------   ----------   ----------   ----------   ------------   ----------- 

                Total liabilities                        -            -       58,874            -              -        58,874 
                                               -----------   ----------   ----------   ----------   ------------   ----------- 

            Net assets available for plan                                                                                      
              benefits (see Notes 1 and 2)     $ 1,411,573   $  471,096   $   32,226   $  157,309   $    607,430   $ 2,679,634 
                                               ===========   ==========   ==========   ==========   ============   =========== 

                                                                               3

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                           

Statement of Changes in Net Assets Available for Plan Benefits                  

For the year ended December 31, 2000                                            

(Dollars in thousands)                                                          

                                                        [Enlarge/Download Table]

                                                                                   Fund Information                                 
                                                   ---------------------------------------------------------------------------------
                                                     Verizon           Employee Stock                           Other               
                                                     Shares            Ownership Plan             PAYSOP         Fund               
                                                               -----------------------------                                        
                                                      Fund       Allocated      Unallocated        Fund         Options      Total  
                                                    -------    -------------   --------------     ------       ---------    ------- 
                                                                                                                                    
Additions:                                                                                                                          
   Allotments, contributions and transfers:                                                                                         
     Employee allotments                          $    67,540    $       -       $       -     $       -    $  58,179  $   125,719  
     Interfund transfers                               12,950        3,754               -        (3,529)     (13,175)           -  
     Plan transfers-in                                  2,483          663               -           152        1,571        4,869  
     Rollover contributions                             1,683            -               -             2        1,633        3,318  
     Employing company contributions (see Note 1)      32,527            -               -             -            -       32,527  
     Transfer of participant forfeitures                  (30)           -              46             -          (16)           -  
     Transfer of participant forfeited shares               -         (231)            231             -            -            -  
     Loans to participants                            (20,323)      (6,620)              -             -       26,943            -  
     Participant loan repayments                       19,910        4,540               -             -      (24,450)           -  
     Allocation of shares to participants                   -       24,036         (24,036)            -            -            -  
     Allocation of shares borrowed                          -        9,399          (9,399)            -            -            -  
     Supplemental employing company contributions           -            -          22,944             -            -       22,944  
     Transfer of dividends from allocated for loan                                                                                  
        repayment                                           -      (11,695)         11,695             -            -            -  
     Transfer of shares to replace dividends                -       11,695         (11,695)            -            -            -  
                                                  -----------    ---------       ---------     ---------    ---------  -----------  
          Total allotments, contributions,                                                                                          
              and transfers                           116,740       35,541         (10,214)       (3,375)      50,685      189,377  
                                                                                                                               -    
   Investment income:                                                                                                               
     Dividends/Interest                                35,097       11,729             329         3,648        5,305       56,108  
     Allocated share of Master Trust investment                                                                                     
       activities (see Note 3)                       (258,382)     (92,636)         (9,313)      (27,709)      (3,890)    (391,930) 
                                                  -----------    ---------       ---------     ---------    ---------  -----------  
          Total additions                            (106,545)     (45,366)        (19,198)      (27,436)      52,100     (146,445) 
                                                  -----------    ---------       ---------     ---------    ---------  -----------  
Deductions:                                                                                                                         
   Administrative expenses                             (2,554)        (896)              -          (270)      (1,615)      (5,335) 
   Distributions to participants                     (115,293)     (46,370)              -       (17,196)     (56,105)    (234,964) 
   Plan transfers-out                                 (11,843)      (6,577)              -          (909)      (7,089)     (26,418) 
   Interest on notes                                        -            -          (2,079)            -            -       (2,079) 
                                                  -----------    ---------       ---------     ---------    ---------  -----------  
          Total deductions                           (129,690)     (53,843)         (2,079)      (18,375)     (64,809)    (268,796) 
                                                  -----------    ---------       ---------     ---------    ---------  -----------  
          Net decrease                               (236,235)     (99,209)        (21,277)      (45,811)     (12,709)    (415,241) 

Net assets available for plan benefits:                                                                                             
    Beginning of year                               1,411,573      471,096          32,225       157,309      607,429    2,679,632  
                                                  -----------    ---------       ---------     ---------    ---------  -----------  
    End of year (see Notes 1 and 2)               $ 1,175,338    $ 371,887       $  10,948     $ 111,498    $ 594,720  $ 2,264,391  
                                                  ===========    =========       =========     =========    =========  ===========  

                                                                               4

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

1.   General                                                                    

On June 30, 2000, Bell Atlantic Corporation ("Bell Atlantic") and GTE 
    Corporation ("GTE") completed a merger under a definitive merger agreement
dated as of July 27, 1998 and began doing business as Verizon         
Communications.                                                       

   Under the terms of the agreement, GTE became a wholly owned subsidiary of
  Bell Atlantic and GTE stockholders received 1.22 shares of Bell Atlantic
common stock for each share of GTE common stock that they owned.      

On September 22, 2000, Bell Atlantic changed its name to Verizon      
Communications Inc. ("Verizon").                                      

Bell Atlantic common shares of stock were converted to Verizon common 
shares of stock on a one to one ratio.                                

 Previously, in August 1997, Bell Atlantic Corporation merged with NYNEX
Corporation (the "Merger") to form the new Bell Atlantic Corporation. 

    Where applicable, all references to Bell Atlantic and NYNEX Corporation in
the following footnotes have been changed to Verizon.                 

Plan Description                                                      
  The following description of the Bell Atlantic Savings and Security Plan
   for Associates of Bell Atlantic South (the "BASSP") provides only general
 information on the BASSP's provisions as of December 31, 2000 and 1999.
     Participants should refer to the Benefits Handbook, BASSP plan document and
prospectus for a more complete description of BASSP's provisions.     

   The BASSP* was established by Verizon (formerly Bell Atlantic) on January
  1, 1984 to provide a convenient way for associate employees to save on a
regular and long-term basis. The BASSP is a defined contribution plan 
     covering all regular associate employees primarily of the business units of
    the pre-merger Bell Atlantic and its participating subsidiaries. Employees
   are eligible to make tax-deferred or after-tax contributions to the BASSP
and to receive matching employer contributions, upon completion of    
   enrollment in the plan as soon as practicable following the date of hire.
The BASSP is also characterized as an employee stock ownership plan   
("ESOP").                                                             

_________________________________                                               
*Certain other capitalized terms used but not defined herein should have their  
respective meanings as defined in the BASSP prospectus.                         

                                                                               5

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December  31, 2000 and 1999                       

(Dollars in thousands)                                                          

Allotments and Contributions                                          
     Eligible employees may authorize basic contributions of 1% to 6% of salary,
as defined, and supplementary contributions up to an additional 10% of
salary. For employees of Verizon and most of its participating        
  subsidiaries, Verizon makes employer matching contributions in an amount
 equal to 80% of basic contributions. Certain participating subsidiaries
have other employee contribution and employer matching contribution   
  arrangements. Contributions are subject to applicable rules set forth in
the Internal Revenue Code (the "Code") and the regulations thereunder.
 Employer matching contributions are invested only in the Verizon Shares
 Fund and/or the ESOP until employees reach age fifty at which point the
participant may begin to diversify the matching contributions.        

     The BASSP provides for 100% vesting of employer matching contributions upon
     attaining three years of service. A terminated employee's unvested employer
   matching contributions are forfeited and offset against the participating
companies' obligation to make subsequent contributions to the BASSP.  
Forfeitures were $277 and $169 in 2000 and 1999, respectively.        

Loans                                                                 
   The BASSP includes an employee loan provision authorizing participants to
     borrow an amount from their vested account balances in the BASSP. Loans are
 generally repaid by payroll deductions. The term of repayment for loans
 generally will not be less than six months nor more than fifteen years.
  Each new loan will bear interest at a rate based upon the prime rate for
  loans up to sixty months and the prime plus one for loans from sixty-one
months to one hundred eighty months as published in The Wall Street   
Journal.                                                              

Termination Priorities                                                
  Although it has not expressed any intent to do so, Verizon has the right
   under the BASSP to discontinue all employer matching contributions at any
   time and to terminate the BASSP subject to the provisions of the Employee
     Retirement Income Security Act of 1974, as amended, ("ERISA"). In the event
of plan termination, participants would become 100% vested in their   
accounts.                                                             

Fund Options                                                          
Participants are able to invest in one or more combinations of the    
following funds (referred to herein individually as a "Fund" and      
   collectively as the "Funds"): Verizon Shares Fund, U.S. Bond Market Index
    Fund, Passive U.S. Equity Index Fund, Government Money Market Fund, Income
   Fund, Passive International Equity Index Fund, U.S. Balanced Fund, Global
  Balanced Fund, Active U.S. Equity Fund, Active International Equity Fund
   and U.S. Small Capitalization Fund. The ESOP and PAYSOP components of the
BASSP are described below.                                            

                                                                               6

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

   The Verizon Shares Fund invests primarily in the common stock of Verizon.

 The U.S. Bond Market Index Fund includes all U.S. Treasury, government-
  sponsored, mortgaged-backed, asset-backed and investment-grade corporate
bonds, with at least one year maturity and at least $100 million      
     outstanding. The Fund may use interest rate futures and various other kinds
     of derivatives to adjust portfolio duration or as interest rate hedges. The
Fund is managed by Barclays Global Investors, N.A.                    

    The Passive U.S Equity Index Fund invests in an equity index fund which is
managed by Verizon Investment Management Corp. ("VIMCO"). This Fund is
   principally a portfolio of common stocks and is structured and maintained
  with the objective of providing investment results which approximate the
overall performance of the common stocks included in the Standard and 
Poor's Composite Index of 500 stocks.                                 

The Government Money Market Fund invests in securities of the U.S.    
   government or its agencies, obligations guaranteed or insured by the U.S.
government and repurchase agreements that use these securities as     
  collateral. The average maturity of the securities in the Fund generally
 will be thirty to sixty days, but may vary from one to ninety days. The
Fund may use interest rate futures for cash management purposes or to 
adjust the average duration of the portfolio. The Fund is managed by  
Deutsche Asset Management.                                            

    The Income Fund invests primarily in a diversified portfolio of guaranteed
  investment contracts ("GICs") issued by insurance companies. Some of the
   assets of the Fund are also invested in pools of asset-backed securities,
  corporate bonds, and obligations of the U.S. government and its agencies
   ("Synthetic Investment Contract"). As an integral part of the purchase of
each pool of these investments, a financial institution, via a wrapper
 contract, agrees to pay at book value for qualified distributions (e.g.
  participant withdrawals) and at maturity of the contract, based upon the
agreed upon interest rate for the relevant time period, but not in the
 event of a default of any security in the pool. The BASSP is exposed to
  credit risk in the event of nonperformance by the entities for which the
contracts are placed. The BASSP seeks to minimize credit risk by      
    diversifying among a group of GIC issuers and other financial institutions
which meet certain investment criteria established by VIMCO. These    
     contracts guarantee (i) a fixed rate of interest for a fixed period of time
 or (ii) a fixed rate of interest for an indefinite period of time. Such
   interest is not guaranteed by any of the Employing Companies. The Fund is
managed by VIMCO. (For further discussion of this Fund see Note 2).   

     The Passive International Equity Index Fund has investments that mirror the
     MSCI-EAFE-GDP, which is an index established by Morgan Stanley Dean Witter,
comprised of approximately 1,000 companies from twenty of the largest 
  countries outside of the United States, including Japan, Germany and the
United Kingdom. The weighting of each country in                      

                                                                               7

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

  the index is based upon its GDP, which is a measure of domestic economic
output. The Fund is managed by Barclays Global Investors, N.A.        

  In addition to the Passive U.S. Equity Index Fund, each of the following
   five Funds invest in the assets of unitized investment advisor account(s)
     of the Bell Atlantic Master Trust ("Master Trust"), as designated by VIMCO:
   U.S. Balanced Fund, Global Balanced Fund, Active U.S. Equity Fund, Active
International Equity Fund, and the U.S. Small Capitalization Fund.    

    The U.S. Balanced Fund invests primarily in domestic stocks and bonds. The
   fixed income portion of the Fund may invest a small portion of its assets
  in issues of international agencies, foreign governments, their agencies
    and foreign corporations. The Fund targets approximately 60% in stocks and
 40% in bonds. As of December 31, 2000, VIMCO had selected the following
   unitized investment advisor account(s) of the Master Trust ("Master Trust
    pooled accounts") for the Fund: Barrow, Hanley, Mewhinney & Strauss, Inc.,
Fidelity Management Trust Company, Franklin Portfolio Associates, LLC,
   Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management Co.,
  Miller Anderson & Sherrerd, LLP, Provident Investment Counsel, Inc., and
 State Street Research and Management Company. Effective January 1, 2001
Western Asset Management Company replaced State Street Research and   
Management Company.                                                   

    The Global Balanced Fund invests in the world's capital markets, primarily
 in equity and fixed income instruments. The Fund is diversified and has
     representation in a variety of countries, from those of the most mature and
   developed nations to those still in their developmental states (generally
    referred to as emerging market countries). The Fund may invest in large or
     small capitalization stocks. The Global Balanced Fund typically targets 75%
    of its investments for the domestic market and 25% for the foreign market,
and approximately 70% in stocks and 30% in bonds. Emerging markets    
    investments are targeted at 4% of the total Fund. As of December 31, 2000,
     VIMCO had selected the following Master Trust pooled accounts for the Fund:
    Barrow, Hanley, Mewhinney & Strauss, Inc., Capital Guardian Trust Company,
Fidelity Management Trust Company, Franklin Portfolio Associates, LLC,
   Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management Co.,
Miller Anderson & Sherrerd, LLP, Morgan Stanley Dean Witter Investment
  Management, Inc., Northern Cross Investments, Ltd., Provident Investment
  Counsel, Inc., Rogge Global Partners, PLC, State Street Global Advisors,
     and State Street Research and Management Company. Effective January 1, 2001
Western Asset Management Company replaced State Street Research and   
     Management Company. In addition, Northern Cross Investments, Ltd, and State
    Street Global Advisors were removed as managers effective January 1, 2001.

     The Active U.S. Equity Fund invests primarily in domestic common stocks. As
    of December 31, 2000, VIMCO had selected the following Master Trust pooled
accounts for the Fund:                                                

                                                                               8

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

Barrow, Hanley, Mewhinney & Strauss, Inc., Fidelity Management Trust  
Company, Franklin Portfolio Associates, LLC, Gardner Lewis Asset      
 Management, L.P., Goldman Sachs Asset Management Co., Miller Anderson &
Sherrerd, LLP, and Provident Investment Counsel, Inc.                 

The Active International Equity Fund invests in international equity  
    markets throughout the world, generally excluding the United States. It is
     diversified and has representation in a variety of economies, from those of
     the most mature and developed nations to those still in their developmental
   stages (generally referred to as emerging market countries). The Fund may
invest in large or small capitalization stocks. It targets 80% of its 
   investments for developed countries such as Japan, Germany and the United
    Kingdom and 20% for emerging markets such as Brazil, Mexico and Taiwan. As
  of December 31, 2000, VIMCO had selected Capital Guardian Trust Company,
Morgan Stanley Dean Witter Investment Management, Inc., Northern Cross
 Investments, Ltd., and State Street Global Advisors as the Master Trust
pooled accounts for the Fund. Effective January 1, 2001 Northern Cross
Investments, Ltd., and State Street Global Advisors were removed as   
managers.                                                             

The U.S. Small Capitalization Fund invests primarily in the stocks of 
  smaller-sized domestic companies, generally with a market capitalization
   that is in the smallest 15% of publicly traded stocks. As of December 31,
    2000, VIMCO had selected the following as the Master Trust pooled accounts
  for the Fund: Columbus Circle Investors, Gardner Lewis Asset Management,
     L.P., Miller Anderson & Sherrerd, LLP, The Boston Company Asset Management,
Inc., and Provident Investment Counsel, Inc.                          

    The Leveraged ESOP ("LESOP") is a leveraged Fund that invests primarily in
     Verizon shares. The LESOP component of the BASSP, initially funded in 1989,
is a stock bonus plan intended to qualify under Sections 401(a)(4) and
  4975(e)(7) of the Code. It is used to match the employee's Basic Pre-Tax
Allotments and Post-Tax Allotments. Depending on the value of Verizon 
   shares from time to time, the LESOP may fund more or less than all of the
 required employer matching contributions in a given calendar year. As a
result of LESOP refinancings (See Note 6), the LESOP will generate a  
    portion of the shares required for employer matching contributions but not
  more than the amount required for those contributions. In the event of a
shortfall, Verizon and its participating subsidiaries make additional 
   employer matching contributions to the BASSP. Any surplus is allocated in
     equal amounts to the BASSP accounts of participants who, as of the last day
of the year, are active employees of Verizon and its participating    
   subsidiaries, and have account balances under the BASSP. The employee may
  not withdraw or transfer funds out of the LESOP Fund except for hardship
  withdrawals and except for those participants over age 50 with more than
one year of participation in the BASSP. The amounts allowed to be     
   transferred during any election period are subject to certain limitations
under the terms of the BASSP.                                         

                                                                               9

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

The Bell Atlantic Employee Stock Ownership Plan (the "PAYSOP") was    
   established by Verizon on January 1, 1984 as an ERISA plan. The assets in
   the PAYSOP consisted of Employing Company contributions of Verizon common
    shares and earnings thereon. As a result of PAYSOP amendments necessitated
by the Tax Reform Act of 1986, there have been no Employing Company   
    contributions to the PAYSOP since the 1986 plan year. Effective January 1,
  1998, the PAYSOP was merged into the BASSP and the Bell Atlantic Savings
 Plan for Salaried Employees (the "BASP"). The assets of the PAYSOP were
transferred to the Bell Atlantic Master Trust on January 1, 1998 and  
  accordingly allocated to the BASSP based on the participating employees'
balances in PAYSOP as of December 31, 1997.                           

The following Funds referred to above are summarized on the Financial 
Statements under the heading of "Other Fund Options": U.S. Bond Market
   Index Fund, Passive U.S. Equity Index Fund, Government Money Market Fund,
   Income Fund, Passive International Equity Index Fund, U.S. Balanced Fund,
    Global Balanced Fund, Active U.S. Equity Fund, Active International Equity
Fund, and U.S. Small Capitalization Fund.                             

   All the assets of the BASSP are included in the Master Trust (See Note 2)
for which Mellon Bank, N.A., is the trustee.                          

     The Unifi Group of PricewaterhouseCoopers, LLP, is the recordkeeper for the
BASSP.                                                                

2. Accounting Policies                                                          

General                                                               
Effective January 1, 2000, Verizon adopted Statement of Position 99-3,
    "Accounting for and Reporting of Certain Defined Contribution Benefit Plan
     Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates
the requirements for defined contribution plans to separately report  
     participant directed investment fund options. Additionally, the requirement
   to disclose the total number of units and net asset value per unit during
the period has also been eliminated by SOP 99-3.                      

Investments                                                           
All of the assets of the BASSP are included in the Master Trust.      

Value of Investments                                                  
The Trustee values the investments in the Master Trust as follows:    

Investments in securities traded on national and foreign securities   
     exchanges are valued by the Trustee at the last reported sale prices on the
   last business day of the year or, if no sales were reported on that date,
at the last reported bid prices. Over-the-counter securities and      

                                                                              10

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

   government obligations are valued at the bid prices or the average of the
  bid and asked prices on the last business day of the year from published
     sources where available or, if not available, from other sources considered
reliable, generally broker quotes.                                    

 The value of each contract with an insurance company or other financial
  institution included in the Income Fund is reported at contract value in
the Statements of Net Assets Available for Benefits based upon the    
  principal then invested in by the Fund plus the interest then accrued on
such principal, which approximates the fair value. In accordance with 
Statement of Position 94-4 "Reporting of Investment Contracts held by 
  Health and Welfare Benefit Plans and Defined Contribution Pension Plans"
   and in connection with the fully benefit-responsive investment contracts,
the following information is presented:                               

   i.    The asset weighted crediting interest rate yielded a return of 6.1%
and 6.0% for the years ended December 31, 2000 and 1999,  
respectively.                                             

   ii.   The crediting interest rates ranged from 5.06% to 7.93% at December
31, 2000 and 5.06% to 8.15% at December 31, 1999.         

     iii.  The fair value, as determined by discounting future cash flows of the
      underlying BASSP investments, at December 31, 2000 and 1999, was
approximately $209,976 and $216,898, respectively.        

    Forward currency contracts are accounted for as contractual commitments on
    a trade date basis and are carried at fair value derived by the Trustee at
  the exchange rate prevailing on the last business day of the year. Index
   futures contracts are recorded as contractual commitments on a trade-date
basis and are carried at fair value based on the closing index futures
    price prevailing on the last business day of the year. Both exchange rates
and index futures prices are readily available from published sources.

Temporary cash investments are stated at redemption value which       
approximates fair value.                                              

Commitments                                                           
Commitments represents the value of the ESOP shares to be allocated to
  participants accounts once the scheduled corresponding loan payments are
made.                                                                 

Purchases and Sales of Investments                                    
Purchases and sales of investments are reflected as of the trade date.

 Realized gains and losses on sales of investments are determined on the
basis of average cost.                                                

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

Investment Income                                                     
 Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis.                         

Net Appreciation (Depreciation) of Investments                        
    The Statement of Changes in Net Assets Available for Benefits reflects the
net appreciation (depreciation) in the fair value of the BASSP's      
investments, which consists of the realized gains or losses and the   
unrealized appreciation (depreciation) on those investments.          

Distributions                                                         
  Distributions elected to be withdrawn from the BASSP by participants are
recorded when paid.                                                   

Plan Expenses                                                         
  The BASSP pays certain administrative expenses out of assets held in the
Master Trust and out of interest income earned from the BASSP's       
disbursement account, as held by the Trustee, in accordance with BASSP
     provisions and to the extent permitted by law. Any expenses not paid by the
BASSP are paid by Verizon.                                            

Verizon's Use of Estimates                                            
The preparation of financial statements in conformity with generally  
accepted accounting principles requires the BASSP's trust asset       
     administrator to make significant estimates and assumptions that affect the
   reported amounts of net assets available for plan benefits at the date of
the financial statements and the changes in net assets available for  
   benefits during the reporting period and, when applicable, disclosures of
    contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.                     

Risks and Uncertainties                                               
  The BASSP provides for various participant investment options in various
   combinations of funds which can invest in various combinations of stocks,
     bonds, fixed income securities, and other investment securities. Investment
     securities are exposed to various risks, such as interest rate, market, and
   credit risks. Due to the level of risk associated with certain investment
   securities, it is at least reasonably possible that changes in the values
    of investment securities will occur in the near term and that such changes
could materially affect participants' account balances and the amounts
reported in the Statements of Net Assets Available for Plan Benefits. 

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

3.   Investments                                                                

Investment in Master Trust                                    
       All of the investment assets in the Master Trust are managed by VIMCO
     or external investment advisors. The assets in the Master Trust are
     either (a) pooled between the defined benefit plans and the defined
       contribution plans or (b) net assets that are specific to the defined
       benefit plans, or (c) net assets specific to the defined contribution
      plans. The total fair value of the Master Trust at December 31, 2000
         and 1999, was approximately $52.5 billion (of which net assets totaling
        approximately $29.0 billion are specific to the defined benefit plans,
       item (b) above, for which separate financial statements are prepared)
and approximately $56.6 billion, respectively.                

Investments Held in Pooled Accounts                           
     The pooled investments are unitized, aggregated and reported by the
       Master Trust with a carrying value of $12.9 billion and $22.7 billion
         at December 31, 2000 and 1999, respectively, and with investment losses
      of $974 million for the year ended December 31, 2000. Given that the
         pooled accounts include interests of the defined contribution plans and
       the defined benefit plans, the totals in each respective statement do
   not equal the carrying value or net investment income of/from the
Master Trust pooled accounts in this footnote.                

   The total investments held in the Master Trust pooled accounts at
December 31, were as follows:                                 

                                                        [Enlarge/Download Table]

Description                                                Fair Value (Note 2)              
-----------                                    -------------------------------------------- 
                                                        2000                    1999        
                                               -----------------       -------------------- 
                                                                                            
Cash - non interest bearing                    $          (5,461)      $                  - 
Receivables                                            1,165,169                    691,568 
Common Stock                                          11,627,100                 21,107,790 
Verizon Communications Inc. common shares                 65,105                     91,530 
Preferred Stock                                           58,441                     76,783 
U.S. Government Securities                               102,186                     99,119 
Corporate Debt - preferred and other                     161,373                    228,401 
Temporary cash investments                               412,240                    586,308 
Other investments*                                       466,754                    485,553 
                                               -----------------       -------------------- 
                                                      14,052,907                 23,367,052 
Liabilities                                           (1,144,753)                  (650,607)
                                               -----------------       -------------------- 
  Total pooled net assets in the Master Trust  $      12,908,154       $         22,716,445 
                                               =================       ==================== 

* Other investments include foreign investments, principally foreign government 
debt.                                                                           

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

    The BASSP's interests in the Master Trust pooled accounts carrying
     value and investment income of the Master Trust pooled accounts are
    reported in each respective Fund Option as the "Allocated share of
         Master Trust net assets", in the Statements of Net Assets Available for
         Benefits and "Allocated share of Master Trust investment activities" in
the Statement of Changes in Net Assets Available for Benefits.

   Investments in the Master Trust are allocated to the BASSP's Fund
      options in accordance with their respective percentages of interest.
         The proportionate interests of the BASSP's Fund options in the carrying
   value of the Master Trust pooled accounts at December 31, were as
follows:                                                      

                                                        [Enlarge/Download Table]

                                              Carrying                          Carrying        
                                               Value                             Value          
                                  ----------------------------   -------------------------------
                                        2000            2000            1999             1999   
                                  --------------  ------------   ---------------    ----------- 
                                                                                                
Active U.S. Equity Fund           $       20,407        0.1581%  $        12,607         0.0555%
U.S. Balanced Fund                        10,388        0.0805%            8,161         0.0359%
Global Balanced Fund                       3,375        0.0261%            2,243         0.0099%
Active International Equity Fund          11,435        0.0886%           13,065         0.0575%
U.S. Small Capitalization Fund            22,286        0.1727%            8,859         0.0390%
Passive U.S. Equity Index Fund           143,474        1.1115%          179,100         0.7884%
                                  --------------                 ---------------                
         Total                    $      211,365                 $       224,035                
                                  ==============                 ===============                

Investments Held in Specific Accounts                         
        The assets of all Verizon's (formerly Bell Atlantic and NYNEX) defined
     contribution plans are included in the Master Trust. The net assets
   specific to these plans are the Verizon Shares Fund, PAYSOP Fund,
Government Money Market Fund, Income Fund, Loan Fund, the ESOP
        allocated account, the ESOP unallocated account, Passive International
Equity Index Fund, and the U.S. Bond Market Index Fund.       

                                                                              14

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

    The investments held in the Master Trust specific accounts for the
defined contribution plans at December 31, were as follows:   

                                                        [Enlarge/Download Table]

                                                             Fair Value (Note 2)              
                                                ----------------------------------------------
Description                                               2000                     1999       
-----------                                     --------------------      ------------------- 
                                                                                              
Receivables                                      $           415,420      $           401,820 
Common Stock                                                 478,463                  741,499 
Verizon Communications Inc. common shares                  8,105,225                9,787,824 
Temporary cash investments                                   204,999                  174,224 
Fixed income obligations - insurance contracts             1,792,864                1,826,236 
Fixed income corporate obligations                           235,651                  168,522 
                                                --------------------      ------------------- 
Liabilities                                               11,232,622               13,100,125 
                                                            (481,960)                (578,356)
                                                --------------------      ------------------- 
           Total net assets in the specific                                                   
           accounts in the Master Trust          $        10,750,662      $        12,521,769 
                                                ====================      =================== 

   Investments in the Master Trust are allocated to the BASSP's Fund
      options in accordance with their respective percentages of interest.
     The proportionate interests of the BASSP, the Bell Atlantic Savings
        Plan for Salaried Employees (the "BASP") and the Bell Atlantic Savings
         and Security Plan for Associates of Bell Atlantic North (the "NSSP") in
      the carrying value of the Master Trust specific accounts at December
31, were as follows:                                          

                                                        [Enlarge/Download Table]

                                                                   2000                               
                                 -------------------------------------------------------------------- 
                                   Carrying                Carrying                Carrying           
                                     Value        Plan      Value         Plan       Value       Plan 
                                     BASSP         %         BASP          %         NSSP          %  
                                 -------------   ----    ------------    ----    -------------  ----- 
                                                                                                      
Verizon Shares Fund              $   1,175,338     20%   $  2,411,949      41%   $   2,294,105     39%
Telecommunications Fund                      -      -         178,225      53%         159,871     47%
Government Money Market Fund            19,310     10%        169,757      83%          14,530      7%
Passive Int'l Equity Index Fund         21,003     15%        106,691      76%          12,633      9%
Income Fund                            238,089     13%      1,145,597      64%         408,914     23%
Loan Fund                               88,557     21%        163,306      40%         162,507     39%
Employee Stock Ownership Plan          382,835     24%      1,190,120      76%               -      - 
U.S. Bond Market Index Fund             16,396      7%        188,096      80%          31,153     13%
Verizon Employer Stock                                                                                
  Ownership Plan (PAYSOP)              111,498     65%         60,182      35%               -      - 
                                 -------------           ------------            -------------        
           Total                 $   2,053,026           $  5,613,923            $   3,083,713        
                                 =============           ============            =============        

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

        The following table reflects the investments that represent 5% or more
of the net assets in the Master Trust as of December 31,:     

                                                                [Download Table]

                                               2000            1999      
                                           --------------  --------------
                                                                         
Verizon Communications Inc. common shares   $8,105,225         $9,787,824

Investment Income                                             
  Investment income and expenses are allocated to the BASSP's Fund
        Options daily in accordance with their respective daily percentages of
         interest in the Master Trust's pooled accounts. Percentages of interest
         are based on the daily ratio of units owned by each plan's Fund options
    to the total units in the Master Trust pooled accounts. Investment
         income related to investments held in specific accounts for the defined
      contribution plans is allocated to each plan's Fund options daily in
accordance with each plan's respective percentage of interest.

         The allocated net investment income to the BASSP's Fund options for the
year ended December 31, 2000 was as follows:                  

                                                        [Enlarge/Download Table]

                                                                                Other                      
                                          Dividends on          Net            Income/           Net       
                                             Common        Appreciation        Expenses       Investment   
                            Interest         Shares        (Depreciation)        Net            Income     
                          ------------  ---------------  -----------------   ------------   -------------- 
                                                                                                           
Verizon Shares Fund       $        693  $             -  $        (259,075)  $          -   $     (258,382)
Employee Stock Ownership                                                                                   
Plan:                                                                                                      
      Allocated                      -                -            (92,636)             -          (92,636)
      Unallocated                    -                -             (9,313)             -           (9,313)
PAYSOP                              48                -            (27,757)             -          (27,709)
Other Fund Options              16,500            2,340            (22,707)           (23)          (3,890)
                          ------------  ---------------  -----------------   ------------   -------------- 
            Total         $     17,241  $         2,340  $        (411,488)  $        (23)  $     (391,930)
                          ============  ===============  =================   ============   ============== 


                                                                              16

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

4.  Derivative Financial Instruments                                            

        Derivative financial instruments are used in the Master Trust's pooled
     accounts primarily to rebalance fixed income/equity allocations, to
   efficiently gain exposure to a specific underlying market, and to
offset the currency risk associated with foreign investments. 
    Leveraging of the BASSP's assets and speculation are prohibited as
       stated in the BASSP plan documents. Offsetting currency positions are
      not permitted to exceed the level of exposure in the BASSP's foreign
       asset base. The derivatives most commonly used by investment managers
        are highly-liquid, exchange-traded equity and fixed income futures and
over-the-counter foreign exchange forward contracts.          

        Verizon's use of financial instruments for risk management purposes is
         represented by notional amounts. These notional values represent solely
       contractual amounts that serve as the basis or reference amounts upon
         which contractually stipulated calculations are based. Therefore, these
        amounts are intended to serve as general volume indicators only and do
       not represent the potential gain or loss from market or credit risks.

   Market risk arises from the potential for changes in the value of
      financial instruments resulting from fluctuations in interest rates,
        foreign exchange rates and prices of equity securities. Market risk is
        also affected by changes in volatility and liquidity in the markets in
which these instruments are traded.                           

       Equity price risk arises from the possibility that equity prices will
    fluctuate, affecting the value of equity securities and derivative
     financial instruments that derive their value from a stock index, a
particular stock or a defined basket of stocks.               

      The credit risk and amount of accounting loss of the BASSP's forward
       contracts is equal to any gains which have not been settled as of the
       BASSP's year end. The credit risk of the BASSP's futures contracts is
  equal to the posted margin plus any unsettled positive variation
   margin. The amount of accounting loss at year end is equal to any
variation margin owed to the BASSP.                           

    All derivative activity relating to the BASSP is within the Master
     Trust pooled accounts. The Master Trust pooled accounts' derivative
        activity is allocated to the BASSP in accordance with the BASSP's Fund
         options' respective percentages of interest (see Note 3). The following
      disclosures regarding the notional values, fair values, average fair
values and net trading gains are reported for the BASSP.      

                                                                              17

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

         The notional values and fair values of the derivative activity used for
     trading purposes held by the BASSP at December 31, were as follows:

                                                                [Download Table]

                                                     2000          1999      
                                                -------------  --------------
                                                                             
Domestic Equity Futures Contracts:                                           
  Notional values                               $         401  $        1,490
  Fair values                                             390           1,534
Forward Foreign Currency Payable Contracts:                                  
  Notional values                                          88              29
  Fair values                                              89              30
Forward Foreign Currency Receivable Contracts:                               
  Notional values                                          89              29
  Fair values                                              93              28

     The average fair values of the derivative activity used for trading
        purposes held by the BASSP during the years ended December 31, were as
follows:                                                      

                                                                [Download Table]

                                                       2000           1999      
                                                 --------------  ---------------
                                                                                
Average Fair Values:                                                            
  Domestic Equity Futures Contracts              $          881  $         3,988
  Forward Foreign Currency Payable Contracts                 77               32
  Forward Foreign Currency Receivable Contracts              77               31

         The BASSP was allocated $139 in 2000 of net trading losses from futures
   contracts. Net trading losses allocated to the BASSP from foreign
exchange contracts totaled $11 in 2000.                       

5.   Tax Determination                                                          

         On November 13, 1997, the Internal Revenue Service issued a ruling that
       the BASSP meets the requirements of Section 401(a) of the Code and is
       exempt from Federal income taxes under Section 501(a) of the Code and
   that the ESOP portion of the BASSP qualifies as an employee stock
      ownership plan within the meaning of Section 4975(e)(7) of the Code.
      The BASSP has been amended since receiving the determination letter.
        However, the BASSP's administrator and the BASSP's tax counsel believe
that the BASSP is designed and is currently being operated in 
compliance with the applicable requirements of the Code.      

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

6.   Indebtedness                                                               

BASSP Leveraged ESOP Notes Payable                            
        The LESOP notes payable originally bore an 8.17% interest rate subject
        to adjustment due to changes in the Federal income tax rate or changes
       in the Federal law regarding the alternative minimum tax. Portions of
     the LESOP notes were refinanced on two separate occasions. In 1998,
       $11M was refinanced at 5.5%, and in 1999, $11M at 4.64%. Interest and
       principal payments are guaranteed by Verizon and are due on January 1
 and July 1 of each year; principal payments began July 1, 1990.

       The following table displays the principal maturities under the notes
with the final payment due July 1, 2005.                      

  2001     $       3,072
  2002             3,229
  2003             3,395
  2004             3,568
  2005             3,751
            --------------

           $      17,015
            ==============

     The fair value of the LESOP notes payable is based on quoted market
         prices for the same or similar instruments. As of December 31, 2000 and
        1999, the note payable carrying amount was $17,015 and $47,051 and the
estimated fair value was $14,814 and $40,943, respectively.   

7.   Related Party Transactions                                                 

        VIMCO, a wholly owned subsidiary of Verizon, is the investment advisor
       for the Passive U.S. Equity Index Fund, and Income Fund and therefore
       qualifies as a party-in-interest. VIMCO received no compensation from
 the BASSP other than reimbursement of certain expenses directly
   attributable to its investment advisory and investment management
services rendered to the BASSP.                               

8.   Concentrations of Credit Risk                                              

Financial instruments that potentially subject the BASSP to   
 concentrations of credit risk consist principally of investment
      contracts with insurance companies and other financial institutions.

                                                                              19

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BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF                       
BELL ATLANTIC SOUTH                                                             

Notes to Financial Statements                                                   
As of and for the years ended December 31, 2000 and 1999                        

(Dollars in thousands)                                                          

    The BASSP places its investment contracts with high-credit quality
         insurance companies and financial institutions in order to limit credit
       exposure. The BASSP regularly monitors the financial stability of the
financial institutions and insurance companies.               

9.   Reconciliation of Financial Statements to Form 5500                        

        The Department of Labor requires that amounts allocated to accounts of
      persons who have elected to withdraw from the BASSP but have not yet
        been paid be reported as liabilities on the plan's 5500. In accordance
      with the relevant American Institute of Certified Public Accountants
audit and accounting guide, benefits should not be accrued as 
liabilities of the plan.                                      

    The following is a reconciliation of net assets available for plan
       benefits per the financial statements to the amounts reported in Form
5500:                                                         

                                                        [Enlarge/Download Table]

                                                                     2000          1999     
                                                               --------------  -------------
                                                                                            
Net assets available for benefits presented in the Statements                               
    of Net Assets Available for Benefits                       $   2,264,391   $   2,679,634
Less: Benefit claims payable presented in the Asset and                                     
      Liability Statement in Form 5500                                   710             672
                                                               -------------   -------------
Net assets available for benefits presented in the Asset and                                
    Liability Statement in Form 5500                           $   2,263,681   $   2,678,962
                                                               =============   =============

        The following is a reconciliation of benefits paid to participants per
the financial statements to the amounts reported in Form 5500:

                                                        [Enlarge/Download Table]

                                                                      2000           1999    
                                                                                             
Aggregate distributions to participants as presented in the      $     234,964  $     302,784
      Statement of Changes in Net Assets Available for Benefits                              
Add:  Current year benefit claims payable presented in the                                   
      Asset and Liability Statement in Form 5500                           710            672
Less: Prior year benefit claims payable presented in the                                     
      Asset and Liability Statement in Form 5500                           672         10,330
                                                                 -------------  -------------
Benefit payments and payments to provide benefits directly to                                
 participants and beneficiaries presented in the Income and                                  
 Expense Statement in Form 5500                                  $     235,002  $     293,126
                                                                 =============  =============

                                                                              20

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SIGNATURE 

      Pursuant to the requirements of the Securities Exchange Act of 1934,
     the Verizon Employee Benefits Committee has duly caused this annual
   report to be signed by the undersigned thereunto duly authorized.

                 Bell Atlantic Savings and Security Plan
               for Associates of Bell Atlantic South

By: /s/ Ezra D. Singer
                                 -----------------------------------------------
        Ezra D. Singer
                                 (Chairman, Verizon Employee Benefits Committee)

Date:  June 26, 2001                                          

                                                                              21

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CONSENT OF INDEPENDENT AUDITORS 

  We consent to the incorporation by reference in the Registration
  Statements of Verizon Communications Inc. on Form S-8 (File Nos.
       33-10378 and 333-33747) of our report dated June 22, 2001 included in
      the Annual Report of the Bell Atlantic Savings and Security Plan for
   Associates of Bell Atlantic South on Form 11-K for the year ended
December 31, 2000.                                            

/s/ Mitchell & Titus, LLP                                     

New York, New York                                            
June 26, 2001                                                 

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘11-K’ Filing	Date	First	Last	Other Filings

	7/1/05	21		4
Filed on:	6/28/01			11-K
	6/26/01	23	24
	6/22/01	3	24
	1/1/01	10	11
For Period End:	12/31/00	1	24	10-K405, 11-K, 13F-HR
	9/22/00	7
	6/30/00	7		10-Q, 13F-HR, 424B3, 8-K, 8-K/A
	1/1/00	12
	12/31/99	2	22	10-K405, 11-K, 13F-HR
	7/27/98	7		8-K
	1/1/98	12
	12/31/97	12		10-K, 10-K/A, 11-K
	11/13/97	20
				List all Filings

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Filing Submission 0000950109-01-501951 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Verizon Communications Inc – ‘11-K’ for 12/31/00

On: Thursday, 6/28/01, at 3:31pm ET · For: 12/31/00 · Accession #: 950109-1-501951 · File #: 1-08606

Previous ‘11-K’: ‘11-K’ on 6/28/01 for 12/31/00 · Next: ‘11-K’ on 6/28/01 for 12/31/00 · Latest: ‘11-K’ on 6/27/23 for 12/31/22

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-KFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
Filing Table of Contents