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

On: Thursday, 6/28/01, at 3:33pm ET · For: 12/31/00 · Accession #: 950109-1-501952 · 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    1:55K                                    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 Savings Plan for Salaried Employees     27    102K 

11-K 1st Page of 27 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 Plan  
for Salaried Employees  

_____________ 

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

                                      [LOGO] Mitchell & Titus, LLP
                                                    Certified Public Accountants
                                       and Consultants

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BELL ATLANTIC SAVINGS PLAN  
for SALARIED EMPLOYEES  
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                              5-23

Signature page                                               24

Consent of Independent Auditors                              25

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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 Plan for Salaried Employees (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 Plan for Salaried Employees 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 PLAN for SALARIED EMPLOYEES                               

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     $  2,412,065   $  1,032,833   $         -   $  60,192   $  4,169,432  $ 7,674,522
  Temporary cash investments                                -              -             -           -            363          363
  Temporary cash available for future employing                                                                                   
    company contributions                                   -              -           470           -              -          470
  Verizon Communications Inc. common shares                 -              -       610,101           -              -      610,101
                                                 ------------   ------------   -----------   ---------   ------------  -----------

      Total investments                             2,412,065      1,032,833       610,571      60,192      4,169,795    8,285,456

Receivables:                                                                                                                      
  Participant contributions                               251              -             -           -            588          839
  Employer contributions                                   28            538             -           -              -          566
  Loans to participants                                     -              -             -           -        163,306      163,306
  Dividends and interest receivable                         -              -             -           -              2            2
                                                 ------------   ------------   -----------   ---------   ------------  -----------

      Total receivables                                   279            538             -           -        163,896      164,713

                                                 ------------   ------------   -----------   ---------   ------------  -----------
      Total assets                                  2,412,344      1,033,371       610,571      60,192      4,333,691    8,450,169

                  LIABILITIES:                                                                                                    

Administrative payables                                   395            268             -          10            686        1,359
Commitments (see Note 2)                                    -              -         7,043           -              -        7,043
Notes payable (see Note 6)                                  -              -       446,511           -              -      446,511
                                                 ------------   ------------   -----------   ---------   ------------  -----------

      Total liabilities                                   395            268       453,554          10            686      454,913
                                                 ------------   ------------   -----------   ---------   ------------  -----------

      Net assets available for plan                                                                                               
         benefits (see Notes 1 and 2)            $  2,411,949   $  1,033,103   $   157,017   $  60,182   $  4,333,005  $ 7,995,256
                                                 ============   =============  ============  =========   ============  ===========

                                                                               2

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

Statement of Net Assets Available for Plan Benefits                             

December 31, 1999                                                               

(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  $  2,755,367   $ 1,279,189    $           -   $   83,502   $ 4,663,831   $  8,781,889 
  Temporary cash investments                             -             -                -            -         5,359          5,359 
  Verizon Communications Inc. common shares              -             -          872,077            -             -        872,077 
                                              ------------   -----------    -------------   ----------   -----------   ------------ 

      Total investments                          2,755,367     1,279,189          872,077       83,502     4,669,190      9,659,325 

Receivables:                                                                                                                        
  Participant contributions                            264           392                -            -           469          1,125 
  Loan repayments                                       30             -                -            -            46             76 
  Loans to participants                                  -             -                -            -       161,631        161,631 
  Dividends and interest receivable                      -             -                -            -            22             22 
                                              ------------   -----------    -------------   ----------   -----------   ------------ 

      Total receivables                                294           392                -            -       162,168        162,854 
                                              ------------   -----------    -------------   ----------   -----------   ------------ 

      Total assets                               2,755,661     1,279,581          872,077       83,502     4,831,358      9,822,179 

                LIABILITIES:                                                                                                        

Commitments (see Note 2)                                 -             -           13,397            -             -         13,397 
Notes payable (see Note 6)                               -             -          506,085            -             -        506,085 
                                              ------------   -----------    -------------   ----------   -----------   ------------ 

      Total liabilities                                  -             -          519,482            -             -        519,482 
                                              ------------   -----------    -------------   ----------   -----------   ------------ 

    Net assets available for plan                                                                                                   
       benefits (see Notes 1 and 2)           $  2,755,661   $ 1,279,581    $     352,595   $   83,502   $ 4,831,358   $  9,302,697 
                                              ============   ===========    =============   ==========   ===========   ============ 

                                                                               3

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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                            $     79,205  $         -   $         -   $       -   $  154,735   $    233,940 
     Interfund transfers                                 116,765       (5,385)            -      (2,125)    (109,255)             - 
     Plan transfers-in                                    30,932        6,580             -         899       17,709         56,120 
     Rollover contributions                                3,247           14             -           3       12,681         15,945 
     Employing company contributions (see Note 1)         39,124            -             -           -       32,320         71,444 
     Transfer of participant forfeitures                       -            -         1,254           -       (1,254)             - 
     Transfer of participant forfeited shares                  -       (2,397)        2,397           -            -              - 
     Loans to participants                               (28,050)        (682)            -           -       28,732              - 
     Participant loan repayments                          29,606          779             -           -      (30,385)             - 
     Allocation of shares to participants                      -       63,922       (63,922)          -            -              - 
     Allocation of shares borrowed                             -        7,043        (7,043)          -            -              - 
     Supplemental employing company contributions              -            -        68,791           -            -         68,791 
     Transfer of dividends from allocated for loan                                                                                  
       repayment                                               -      (23,640)       23,640           -            -              - 
     Transfer of shares to replace dividends                   -       23,640       (23,640)          -            -              - 
                                                    ------------  -----------   -----------   ---------   ----------   ------------ 
            Total allotments, contributions,                                                                                        
               and transfers                             270,829       69,874         1,477      (1,223)     105,283        446,240 

  Investment income:                                                                                                                
     Dividends/Interest                                   71,225       32,032        19,744       1,975       11,782        136,758 
     Interest on LESOP dividends                               -            -           751           -            -            751 
     Allocated share of Master Trust investment                                                                                     
       activities (see Note 3)                          (500,957)    (238,004)     (162,440)    (14,589)    (211,141)    (1,127,131)
                                                    ------------  -----------   -----------   ---------   ----------   ------------ 
            Total additions                             (158,903)    (136,098)     (140,468)    (13,837)     (94,076)      (543,382)
                                                    ------------  -----------   -----------   ---------   ----------   ------------ 

Deductions:                                                                                                                         
     Administrative expenses                              (1,736)      (1,194)            -         (52)      (7,790)       (10,772)
     Distributions to participants                      (178,991)    (108,478)            -      (9,271)    (393,045)      (689,785)
     Plan transfers-out                                   (4,082)        (708)            -        (160)      (3,442)        (8,392)
     Interest on notes                                         -            -       (38,447)          -            -        (38,447)
     Loan refinancing                                          -            -       (16,663)          -            -        (16,663)
                                                    ------------  -----------   -----------   ---------   ----------   ------------ 
            Total deductions                            (184,809)    (110,380)      (55,110)     (9,483)    (404,277)      (764,059)
                                                    ------------  -----------   -----------   ---------   ----------   ------------ 
            Net decrease                                (343,712)    (246,478)     (195,578)    (23,320)    (498,353)    (1,307,441)

Net assets available for plan benefits:                                                                                             
     Beginning of year                                 2,755,661    1,279,581       352,595      83,502    4,831,358      9,302,697 
                                                    ------------  -----------   -----------   ---------   ----------   ------------ 
     End of year (see Notes 1 and 2)                $  2,411,949  $ 1,033,103   $   157,017   $  60,182   $4,333,005   $  7,995,256 
                                                    ============  ===========   ===========   =========   ==========   ============ 


                                                                               4

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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 it 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.                        

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

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

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

Merger of the Plan                                            
         In August 1997, Bell Atlantic Corporation merged with NYNEX Corporation
 (the "Merger") to form the new Bell Atlantic Corporation ("Bell
   Atlantic"). From the time of the Merger to June 30, 1998 the Bell
  Atlantic Savings Plan for Bell Atlantic North Salaried Employees
     ("Former North Plan") and the BASP continued as separate plans with
         different investment funds. Beginning January 1, 1998 the plans, though
remaining separate, offered the same                          

__________________________________________                                      
* Certain other capitalized terms used but not defined herein shall have their  
respective meanings as defined in the BASP Prospectus.                      

                                                                               5

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

         investment funds (See below for a description of the funds). On July 1,
       1998 the Former North Plan was merged into the BASP. A new unit value
         was assigned to some of the new plan's investment funds. The assignment
      of the new unit values did not change the value of the participant's
   contribution in each fund or the value of the participant's total
savings plan account.                                         

Allotments and Contributions                                  
       Eligible employees may authorize basic contributions of 1% to 6% (and
         in some participating subsidiaries up to 8%) 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
         83 1/3% of basic contributions. Certain participating subsidiaries make
   employer matching contributions ranging from 50% to 100% of basic
    contributions. Certain participating subsidiaries also make annual
       discretionary employer contributions which are based, in part, on the
 individual subsidiary's financial performance or other business
         results. 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 Verzion Shares
         Fund and/or the ESOP until employees reach age fifty at which point the
participant may begin to diversify the matching contributions.

         In early December 1998 the Verizon Board of Directors approved a Career
        Level Contribution. This special company paid contribution for certain
       eligible employees is in the form of a three year annual contribution
    to the BASP, beginning the first quarter of 1999. The Career Level
       Contribution is automatically invested in the Government Money Market
         Fund. Participants are allowed to transfer the amount to any other Fund
Options if desired.                                           

       The BASP 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 BASP. Forfeitures were $4,001 and $2,043 in 2000 and 1999,
respectively.                                                 

Loans                                                         
       The BASP includes an employee loan provision authorizing participants
     to borrow an amount from their vested account balances in the BASP.
         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 to one hundred eighty months as published in The
Wall Street Journal.                                          

                                                                               6

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

Termination Priorities                                        
    Although it has not expressed any intent to do so, Verizon has the
         right under the BASP to discontinue all employer matching contributions
    at any time and to terminate the BASP subject to the provisions of
        ERISA. In the event of the BASP 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, Telecommunications
    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 the U.S. Small
         Capitalization Fund. The ESOP and Verizon Employee Stock Ownership Plan
(the "PAYSOP") component of the BASP are described below.     

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

      The Telecommunications Fund portfolio is comprised of investments in
twenty North American telephone utility and telecommunications
        companies each with a minimum market value of approximately $1 billion
       at the time of their inclusion in the portfolio. Effective January 1,
      1998, the Telecommunications Fund was closed to new investments. The
Fund is a market weighted index fund and is managed by Verizon
Investment Management Corp. ("VIMCO").                        

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 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                                                

                                                                               7

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

         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 on 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 BASP is exposed to credit risk in the event
       of nonperformance by the entities for which the contracts are placed.
         The BASP 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 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                                                    

                                                                               8

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

     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 stages (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., Inc., 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: 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 well 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.    

                                                                               9

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

       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 BASP, 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 a continuing series of
       additional 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 BASP. Any surplus is
         allocated in equal amounts to the BASP 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 BASP.
       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 BASP.  

Two Unreleased Shares and Loan Note Accounts (the "Unallocated
      Account") which are part of the LESOP Fund consist of Verizon shares
        that were acquired with the proceeds of two acquisition loans and have
      not yet been released and allocated to participating employees. (See
Note 6).                                                      

      The PAYSOP was established by Verizon on January 1, 1984 as an ERISA
plan. The assets in the PAYSOP consist 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.                                           

       The following Funds referred to above are summarized on the Financial
Statements under the heading of "Other Fund Options":         
    Telecommunications 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.                               

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

     All the assets of the BASP are included in the Bell Atlantic 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 BASP.                                                     

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 BASP 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
       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 Plan 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 6.3% and 6.1% 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 14.4% at
December 31, 1999.        

                                                                              11

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

                 iii.    The fair value, as determined by discounting future
                       cash flows of the underlying BASP investments, at
                   December 31, 2000 and 1999, was approximately
              $1,013,155 and $1,072,497, 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.                                        

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 BASP'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 BASP by participants are
recorded when paid.                                           

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

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

Verizon's Use of Estimates                                    
      The preparation of financial statements in conformity with generally
accepted accounting principles requires the BASP's trust asset
         administrator to make significant estimates and assumptions that affect
       the reported amounts of net assets available for 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 BASP 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 Benefits.              

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 of the following
     statements do not equal the carrying value or net investment income
of/from the Master Trust pooled accounts in this footnote.    

                                                                              13

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

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

                                                                [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.                                      

         The BASP'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.    

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

  Investments in the Master Trust are allocated to the BASP's Fund
      options in accordance with their respective percentages of interest.
        The proportionate interests of the BASP'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           $   173,473           1.3439%  $    144,633              0.6367%
U.S. Balanced Fund                     99,846           0.7735%        90,283              0.3974%
Global Balanced Fund                   61,076           0.4732%        59,761              0.2631%
Active International Equity Fund      113,316           0.8779%       145,716              0.6415%
U.S. Small Capitalization Fund        203,045           1.5730%       132,845              0.5848%
Passive U.S. Equity Index Fund      1,730,576          13.4068%     2,183,531              9.6121%
                                  -----------                    ------------                     
Total                             $ 2,381,332                    $  2,756,769                     
                                  ===========                    ============                     

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

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

                                                                [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 
                                                --------------     -------------- 
                                                   11,232,622          13,100,125 
Liabilities                                          (481,960)           (578,356)
                                                --------------     -------------- 
          Total net assets in the specific                                        
          accounts in the Master Trust          $  10,750,662      $   12,521,769 
                                                ==============     ============== 

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

  Investments in the Master Trust are allocated to the BASP's Fund
      options in accordance with their respective percentages of interest.
    The proportionate interests of the BASP, Bell Atlantic Savings and
       Security Plan for Associates of Bell Atlantic South (the "BASSP") 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, 2000 were as follows:       

                                                        [Enlarge/Download Table]

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

        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

                                                                              16

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

Investment Income                                             
         Investment income and expenses are allocated to the BASP'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 BASP'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             $   1,784  $       -     $    (502,741)  $     -   $    (500,957)
Employee Stock Ownership Plan:                                                                   
  Allocated                             -          -          (238,004)        -        (238,004)
  Unallocated                           -          -          (162,440)        -        (162,440)
PAYSOP                                 26          -           (14,615)        -         (14,589)
Other Fund Options                 92,009     45,522          (348,448)     (224)       (211,141)
                                ---------  ---------     -------------   -------   ------------- 
          Total                 $  93,819  $  45,522     $  (1,266,248)  $  (224)  $  (1,127,131)
                                =========  =========     =============   =======   ============= 

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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 BASP's assets and speculation are prohibited as
      stated in the BASP plan documents. Offsetting currency positions are
     not permitted to exceed the level of exposure in the BASP'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 BASP's forward
       contracts is equal to any gains which have not been settled as of the
     BASP's year end. The credit risk of the BASP'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 BASP.                            

         All derivative activity relating to the BASP is within the Master Trust
        pooled accounts. The Master Trust pooled accounts' derivative activity
      is allocated to the BASP in accordance with the BASP'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 BASP.       

                                                                              18

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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 BASP at December 31, were as follows:

                                                                [Download Table]

                                                     2000     1999 
                                                ---------  --------
                                                                   
Domestic Equity Futures Contracts:                                 
  Notional values                               $   4,832  $ 18,167
  Fair values                                       4,698    18,699
Forward Foreign Currency Payable Contracts:                        
  Notional values                                   1,072       410
  Fair values                                       1,086       414
Forward Foreign Currency Receivable Contracts:                     
  Notional values                                   1,073       410
  Fair values                                       1,120       397

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

                                                                [Download Table]

                                                      2000     1999   
                                                 ---------  ----------
                                                                      
Average Fair Values:                                                  
  Domestic Equity Futures Contracts              $  10,622  $   48,626
  Forward Foreign Currency Payable Contracts           908         432
  Forward Foreign Currency Receivable Contracts        915         422

  The BASP was allocated $1,672 in 2000 of net trading losses from
  futures contracts. Net trading losses allocated to the BASP from
foreign exchange contracts totaled $116 in 2000.              

5.       Tax Determination                                                      

        On December 8, 1997, the Internal Revenue Service issued a ruling that
   the BASP meets the requirements of Section 401(a) of the Internal
  Revenue Code of 1986, as amended (the "Code") and is exempt from
         Federal income taxes under Section 501(a) of the Code and that the ESOP
   portion of the BASP qualifies as an employee stock ownership plan
         within the meaning of Section 4975(e)(7) of the Code. The BASP has been
       amended since receiving the determination letter. However, the BASP's
   administrator and the BASP's tax counsel believe that the BASP is
 designed and is currently being operated in compliance with the
applicable requirements of the Code.                          

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

6.       Indebtedness                                                           

      The BASP has two LESOP loans as a result of the merger of the Former
North Plan into the BASP on July 1, 1998.                     

BASP 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 six separate occasions. In 1996,
        $16.7M was refinanced at 7.40%. In 1997, $20M was refinanced at 6.88%.
 In 1998, $33M was refinanced at 5.5%. In January 1999, $18M was
         refinanced at 4.64%. In July 1999, $22M was refinanced at 6.12%, and in
     January 2000, $16.7M was refinanced at 6.4%. 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                          $   17,295
                2002                              18,352
                2003                              19,475
                2004                              20,667
                2005                              21,935
                                               -----------
                                              $   97,724
                                               ===========

     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 notes payable carrying amount was $97,724 and $139,350, and
  the estimated fair value was $80,844 and $120,563, respectively.

Former North Plan ESOP Notes Payable                          
        The LESOP notes payable bears a 9.778% interest rate. The interest and
 principal payments are due on February 1 of each year. Interest
       payments began September 1, 1990 and principal payments began June 1,
    1991. The following table displays maturities under the notes with
final payment due February 1, 2015:                           

              2001                            $   18,926
              2002                                19,854
              2003                                20,742
              2004                                21,601
              2005                                22,441
              Thereafter                         245,223
                                              ----------
                                              $  348,787
                                              ==========

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

         The $18,926 due on February 1, 2001, was prepaid by the Master Trust in
2000.                                                         

     The fair value of the LESOP notes payable is based on quoted market
    prices for the same or similar instruments. As of December 31, the
         carrying amount and the estimated fair value of the notes payable were:

              Carrying        Fair        Carrying        Fair
               Amount         Value        Amount        Value
                2000          2000          1999          1999
               ----------    ------------   ----------   -----------

   BASP        $  348,787    $   216,845    $  366,735   $   231,557

7.       Related Party Transactions                                             

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

8.       Concentrations of Credit Risk                                          

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

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

9.       Plan Amendments                                                        

  Effective January 1, 1999, the BASP was amended to treat certain
elements of management compensation as benefit bearing.       

    Effective November 1, 1999, any participating employee or inactive
        participant who has attained age 50 and completed at least one year of
      service shall be permitted to direct once during any year that up to
        50% of the number of Verizon shares allocated to their ESOP allocation
     contribution account and ESOP Employing Company matching allocation
        account be transferred in 1% increments among other Funds in the Plan.

                                                                              21

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BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

   Effective December 1, 1999, the BASP was amended to allow certain
       inactive participants to elect a direct Rollover into the BASP of any
     or all of a lump sum or partial lump sum distribution from any cash
 balance plan maintained by any Verizon (formerly Bell Atlantic)
Company.                                                      

10.      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 BASP 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 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                        $   7,995,256  $    9,302,697

Less:  Benefit claims payable presented in the Asset and                                    
       Liability Statement in Form 5500                                6,384           4,002
                                                               -------------  --------------
Net assets available for benefits presented in the Asset and                                
      Liability Statement in Form 5500                         $   7,988,872  $    9,298,695
                                                               =============  ==============

                                                                              22

11-K 25th Page of 27 TOC 1st Previous Next ↓Bottom Just 25th
BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES                               

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

(Dollars in thousands)                                                          

        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                               
   Statement of Changes in Net Assets Available for Benefits   $    689,785    $   644,911

Add:    Current year benefit claims payable presented in the                              
        Asset and Liability Statement in Form 5500                    6,384          4,002

Less:   Prior year benefit claims payable presented in the                                
         Asset and Liability Statement in Form 5500                   4,002          3,049
                                                               ------------    -----------
Benefit payments and payments to provide benefits directly to                             
  participants and beneficiaries presented in the Income and                              
  Expense Statement in Form 5500                               $    692,167  $     645,864
                                                               ============  =============

11.      Subsequent Plan Amendment                                              

   Effective January 1, 2002, the Plan will be amended to change the
 percentage and methodology used by Verizon when determining the
 employer matching contributions to be applied to employee basic
contributions.                                                

                                                                              23

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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 Plan for Salaried Employees

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

Date:  June 26, 2001                                          

                                                                              24

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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.
        333-75553 and 333-33747) of our report dated June 22, 2001 included in
  the Annual Report of the Bell Atlantic Savings Plan for Salaried
Employees on Form 11-K for the year ended December 31, 2000.  

/s/ Mitchell & Titus, LLP                                     

New York, New York                                            
June 26, 2001                                                 

                                                                              25

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Dates Referenced Herein and Documents Incorporated by Reference

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

	2/1/15	22
	7/1/05	22		4
	1/1/02	25
Filed on:	6/28/01			11-K
	6/26/01	26	27
	6/22/01	3	27
	2/1/01	23		8-K
	1/1/01	11
For Period End:	12/31/00	1	27	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	13
	12/31/99	2	25	10-K405, 11-K, 13F-HR
	12/1/99	24
	11/1/99	23
	1/1/99	23
	7/27/98	7		8-K
	7/1/98	8	22
	6/30/98	7		10-Q, 11-K
	1/1/98	7	9
	12/8/97	21
				List all Filings

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Filing Submission 0000950109-01-501952 – 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 3:33pm ET · For: 12/31/00 · Accession #: 950109-1-501952 · File #: 1-08606

Previous ‘11-K’: ‘11-K’ on 6/28/01 for 12/31/00 · Next: ‘11-K’ on 6/29/01 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