UNITED STATES


SECURITIES AND
EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





---




FORM 10-Q





---




(Mark one)





|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the quarterly period ended September 30, 2002





OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------




For the transition period from              to





Commission File Number 1-6417





VERIZON CALIFORNIA INC.





A California Corporation

I.R.S. Employer Identification No. 95-0510200





1095 Avenue of the Americas, Room 3868, New York, New York 10036





Telephone Number (212) 395-2121





---




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





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




---

PART IFINANCIAL INFORMATION





Item 1.    Financial Statements





VERIZON CALIFORNIA INC.





CONDENSED CONSOLIDATED STATEMENTS OF INCOME





Three Months Ended September 30,

Nine Months Ended September 30,(Dollars in Millions) (Unaudited)

2002

2001

2002

2001OPERATING REVENUES (including $51.8, $66.4, $192.3 and $165.8 from affiliates)

$
813.6

$
849.7

$
2,456.5

$
2,554.6Operations and support expense (exclusive of items shown below)(including $132.1, $111.8, $359.4 and $298.2 to
affiliates)


380.7


368.5


1,144.2


1,058.1Depreciation and amortization


154.2


168.0


470.0


491.5534.9


536.5


1,614.2


1,549.6OPERATING INCOME


278.7


313.2


842.3


1,005.0OTHER INCOME, NET (including $0, $.1, $.1 and $.3 from affiliates)


.3


.1


1.0


.3INTEREST EXPENSE (including $4.1, $8.3, $12.7 and $28.4 to affiliates)


34.5


38.3


100.3


117.6INCOME BEFORE PROVISION FOR INCOME TAXES


244.5


275.0


743.0


887.7PROVISION FOR INCOME TAXES


99.4


112.2


302.0


362.6NET INCOME

$
145.1

$
162.8

$
441.0

$
525.1





See Notes to Condensed Consolidated Financial Statements.




1




---

VERIZON CALIFORNIA INC.





CONDENSED CONSOLIDATED BALANCE SHEETS





(Dollars in Millions)

September 30, 2002

December 31, 2001(Unaudited)ASSETSCURRENT ASSETSCash

$
.9

$
1.4Short-term investments


1.5


105.8Accounts receivable:Trade and other, net of allowances for uncollectibles of $85.1 and $47.0


565.8


598.6Affiliates


51.7


45.5Material and supplies


64.1


49.6Prepaid expenses


.9


1.3Deferred income taxes


100.9


75.3Other


75.8


83.3861.6


960.8PLANT, PROPERTY AND EQUIPMENT


11,327.4


11,264.7Less accumulated depreciation


7,627.8


7,386.43,699.6


3,878.3PREPAID PENSION ASSET


2,014.6


1,849.2OTHER ASSETS


190.1


187.4TOTAL ASSETS

$
6,765.9

$
6,875.7





See Notes to Condensed Consolidated Financial Statements.




2




---

VERIZON CALIFORNIA INC.





CONDENSED CONSOLIDATED BALANCE SHEETS





(Dollars in Millions, Except Per Share Amount)

September 30, 2002

December 31, 2001(Unaudited)LIABILITIES AND SHAREOWNERS INVESTMENTCURRENT LIABILITIESDebt maturing within one year:Notes payable to affiliates

$
713.1

$
723.3Other


2.5


2.5Accounts payable and accrued liabilities:Affiliates


158.4


145.0Other


278.8


478.9Other liabilities


292.2


273.01,445.0


1,622.7LONG-TERM DEBT


1,659.6


1,659.1EMPLOYEE BENEFIT OBLIGATIONS


322.8


308.3DEFERRED CREDITS AND OTHER LIABILITIESDeferred income taxes


1,192.5


1,099.7Unamortized investment tax credits


1.6


2.6Other


181.3


186.31,375.4


1,288.6SHAREOWNERS INVESTMENTCommon stock (one share, without par value, at September 30, 2002; $20 par value, authorized 100,000,000 shares,
outstanding 70,000,000 shares at December 31, 2001)


1,400.0


1,400.0Contributed capital


337.4


337.3Reinvested earnings


225.7


259.71,963.1


1,997.0TOTAL LIABILITIES AND SHAREOWNERS INVESTMENT

$
6,765.9

$
6,875.7





See Notes to Condensed Consolidated Financial Statements.




3




---

VERIZON CALIFORNIA INC.





CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





Nine Months Ended September 30,(Dollars in Millions) (Unaudited)

2002


2001NET CASH PROVIDED BY OPERATING ACTIVITIES

$
647.3


$
998.1CASH FLOWS FROM INVESTING ACTIVITIESNet change in short-term investments


104.3



57.7Capital expenditures


(284.9
)


(455.3
)Other, net


18.0



1.2Net cash used in investing activities


(162.6
)


(396.4
)CASH FLOWS FROM FINANCING ACTIVITIESPrincipal repayments of borrowings






(300.0
)Change in notes payable to affiliates


(10.2
)


208.1Dividends paid


(475.0
)


(512.0
)Net cash used in financing activities


(485.2
)


(603.9
)NET CHANGE IN CASH


(.5
)


(2.2
)CASH, BEGINNING OF PERIOD


1.4



2.5CASH, END OF PERIOD

$
.9


$
.3





See Notes to Condensed Consolidated Financial Statements.




4




---

VERIZON CALIFORNIA INC.





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.    Basis of Presentation





Verizon California Inc. is a wholly owned subsidiary of GTE Corporation (GTE), which is a wholly owned subsidiary of Verizon Communications Inc. (Verizon Communications). The accompanying unaudited
condensed consolidated financial statements have been prepared based upon Securities and Exchange Commission rules that permit reduced disclosure for interim periods. These financial statements reflect all adjustments that are necessary for a fair
presentation of results of operations and financial position for the interim periods shown including normal recurring accruals. The results for the interim periods are not necessarily indicative of results for the full year. The balance sheet at
December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For a more
complete discussion of significant accounting policies and certain other information, you should refer to the financial statements included in our 2001 Annual Report on Form 10-K.





We have reclassified certain amounts from prior years data to conform to the 2002 presentation.





2.    Adoption of New Accounting Standards





Goodwill and Other Intangible Assets





Effective January 1, 2002, we adopted Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or
more frequently under prescribed conditions) for impairment in accordance with this statement. This impairment test uses a fair value approach rather than the undiscounted cash flows approach previously required by SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The goodwill impairment test under SFAS No. 142 requires a two-step approach, which is performed at the reporting unit level, as defined in SFAS No. 142. Step one
identifies potential impairments by comparing the fair value of the reporting unit to its carrying amount. Step two, which is only performed if there is a potential impairment, compares the carrying amount of the reporting units goodwill to
its implied value, as defined in SFAS No. 142. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized for an amount equal to that excess. Intangible assets that
do not have indefinite lives are amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The adoption of SFAS No. 142 did not impact
our results of operations or financial position because we had no goodwill or other intangible assets at December 31, 2001 and 2000.





Impairment or Disposal of Long-Lived Assets





Effective January 1, 2002, we adopted
SFAS No. 144. This standard supersedes SFAS No. 121 and the provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions, with regard to reporting the effects of a disposal of a segment of a business. SFAS No. 144 establishes a single accounting model for assets to be disposed of by sale and addresses
several SFAS No. 121 implementation issues. The adoption of SFAS No. 144 did not have a material effect on our results of operations or financial position.





3.    Recent Accounting Pronouncements





Asset Retirement
Obligations





In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This standard provides the accounting for the cost of legal obligations associated with the retirement of long-lived assets. SFAS No. 143 requires that companies recognize the fair value of a
liability for asset retirement obligations in the period in which the obligations are incurred and capitalize that amount as a part of the book value of the long-lived asset. That cost is then depreciated over the remaining life of the underlying
long-lived asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are currently evaluating the impact this new standard will have on our future results of operations or financial position.




5




---

VERIZON CALIFORNIA INC.





Debt Extinguishment





In April 2002, the FASB issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145, among other things, eliminates the requirement that all gains and losses on the extinguishment of debt
must be classified as extraordinary items on the income statement, thereby permitting the classification of such gains and losses as extraordinary items only if the criteria of APB No. 30 are met. We are required to adopt this provision of SFAS No.
145 effective January 1, 2003 and, upon adoption, we will reclassify in our statements of income previously reported extraordinary charges for the early extinguishment of debt to income from continuing operations.





Exit or Disposal Activities





In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This standard addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). EITF Issue No. 94-3 required accrual of liabilities related to exit and disposal activities at a plan (commitment) date. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The provisions of this standard are effective for exit or disposal activities that are initiated after December 31, 2002.





4.    Dividend





On November 1, 2002, we
declared and paid a dividend in the amount of $170.0 million to GTE.





5.    Shareowners Investment





Common Stock

Contributed Capital

Reinvested Earnings(Dollars in Millions)Balance at December 31, 2001

$
1,400.0

$337.3

$
259.7Net income







441.0Dividends declared to GTE







(475.0
)Other




.1Balance at September 30, 2002

$
1,400.0

$337.4

$
225.7





Net income and comprehensive income were the same for the nine
months ended September 30, 2002 and 2001.





On August 12, 2002, pursuant to an amendment to our Restated Articles
of Incorporation, we exchanged all of our issued and outstanding shares of Common Stock, $20 par value, for one share of Common Stock, without par value.





6.    Commitments and Contingencies





State regulatory
conditions to the Bell Atlantic  GTE merger require us to contribute $2.5 million annually to a community fund through 2010.





Various legal actions and regulatory proceedings are pending to which we are a party and claims which, if asserted, may lead to other legal actions. We have established reserves for specific
liabilities in connection with regulatory and legal matters that we currently deem to be probable and estimable. We do not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material effect on
our financial condition, but it could have a material effect on our results of operations.





Several regulatory
matters may require us to refund to customers a portion of the revenues collected in the current and prior periods. The outcome of each pending matter, as well as the time frame within which each matter will be resolved, is not presently
determinable.





Regulatory conditions to the Bell Atlantic  GTE merger include commitments to, among other
things, promote competition and the widespread deployment of advanced services, while helping to ensure that consumers continue to receive high-quality, low cost telephone services. In some cases, there are significant penalties associated with not
meeting these commitments. The cost of satisfying these commitments could have a significant impact on net income in future periods.




6




---

VERIZON CALIFORNIA INC.





7.    Employee Severance and Other





In connection with the Bell
Atlantic  GTE merger on June 30, 2000, we incurred charges associated with employee severance of $51.5 million. These costs, as recorded under SFAS No. 112, Employers Accounting for Postemployment Benefits,
represent the benefit costs for the separation of management employees who were entitled to benefits under pre-existing separation plans, as well as an accrual of ongoing SFAS No. 112 obligations for GTE employees. The severances in connection with
the Bell Atlantic-GTE merger are complete.





During the fourth quarter of 2001, we recorded a charge of $9.1
million for the voluntary and involuntary separation of employees in accordance with SFAS No. 112. During the second quarter of 2002, we recorded a charge of $9.8 million in accordance with SFAS No. 112 associated with employee severance. As of
September 30, 2002, a total of approximately 340 management and associate employees have been separated under the 2001 and 2002 severance programs. The remaining severance liability relating to these programs is $9.1 million, which includes future
payments to employees separated as of September 30, 2002. We expect to complete the severance programs within a year of when the respective charges were recorded. Employee benefit costs are recorded in Operations and Support Expense in our Statement
of Income.





In addition, during the second quarter of 2002, we recorded an impairment charge of $26.1 million
driven by our financial statement exposure to WorldCom Inc.




7




---

VERIZON CALIFORNIA INC.





Item 2.    Managements Discussion and Analysis of Results of Operations (Abbreviated pursuant to General Instruction H(2).)





This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Condensed Consolidated Notes to Financial Statements.





RESULTS OF OPERATIONS





We reported net income of $441.0 million for the nine month period ended September 30, 2002, compared to net income of $525.1 million for the same period in 2001. Our reported results included the
following special items:





Employee Severance





During the second quarter of 2002, we recorded a charge of $9.8 million in accordance with Statement of Financial Accounting Standards (SFAS) No. 112, Employers
Accounting for Postemployment Benefits, associated with employee severance.





WorldCom Inc.





During the second quarter of 2002, we recorded an impairment charge of $26.1 million driven by our financial statement exposure to
WorldCom Inc. (WorldCom).





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





During the
third quarter of 2002, we recorded revenues earned from the provision of primarily network access services to WorldCom of $42.3 million. If WorldCom terminates contracts with us for the provision of services, our operating revenues would be lower in
future periods. Lower revenues as a result of canceling contracts for the provision of services could be partially offset, in some cases, by the migration of customers on the terminated facilities to us or other carriers who purchase capacity and/or
interconnection services from us.





At September 30, 2002, accounts receivable from WorldCom, net of a provision
for uncollectibles, was $14.3 million. We continue to closely monitor our collections on WorldCom account balances. WorldCom is current with respect to its post-bankruptcy obligations. We believe that we are adequately reserved for the potential
risk of non-payment of pre-bankruptcy receivables from WorldCom.





OPERATING REVENUES


(Dollars in Millions)





Nine Months Ended September 30,2002

2001Local services

$
1,199.9

$
1,224.9Network access services


929.4


974.5Long distance services


98.5


110.4Other services


228.7


244.8Total

$
2,456.5

$
2,554.6





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




8




---

VERIZON CALIFORNIA INC.





LOCAL SERVICES





20022001

(Decrease)Nine Months

$
(25.0
)

(2.0
)%





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





Local service revenues decreased in the first nine
months of 2002 primarily due to the effect of lower demand and usage of some basic wireline services and price reductions. Our switched access lines in service declined 2.1% from September 30, 2001 primarily reflecting the impact of the economic
slowdown and competition. Technology substitution has also affected local service revenue growth, as indicated by lower demand for residential access lines. These decreases were partially offset by higher customer demand and usage of our value-added
services.





NETWORK ACCESS SERVICES





20022001

(Decrease)Nine Months

$
(45.1
)

(4.6
)%





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





The decrease in network access revenues in the first nine months of 2002 was due, in part, to
mandated price reductions on interstate and intrastate access services and other regulatory decisions. Network access revenues were also lower due to lower demand for switched access services due, in part, to the weakened economy and technology
substitution. These factors were partially offset by higher revenues from special access services, as more customers in the business market demand high-capacity, high-speed digital services.





LONG DISTANCE SERVICES





20022001

(Decrease)Nine Months

$
(11.9
)

(10.8
)%





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





Long distance service revenues declined in the first nine months of 2002
primarily due to the effect of competition. Technology substitution and lower access line growth due to the slowing economy also affected long distance service revenue growth.




9




---

VERIZON CALIFORNIA INC.





OTHER SERVICES





20022001

(Decrease)Nine Months

$
(16.1
)

(6.6
)%





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





Other service revenues decreased in the first nine months of 2002 primarily due to lower revenues from CPE sales. This decrease was partially offset by an increase in
revenue from affiliate sales and services.





OPERATING EXPENSES


(Dollars in Millions)





OPERATIONS AND SUPPORT





20022001

IncreaseNine Months

$
86.1

8.1
%





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





The increase in operations and support expenses was due, in part, to increased costs associated with uncollectible accounts receivable and higher property tax expense. In
addition, employee costs increased due to salary and wage increases and higher benefit costs, partially offset by the effect of declining workforce levels. As described earlier, in 2002, we recorded a charge of $9.8 million associated with employee
severance costs and a charge of $26.1 million associated with uncollectible accounts receivable from WorldCom. Pension income (excluding settlement gains and losses) was $127.3 million and $126.4 million for the nine month periods ended September
30, 2002 and 2001, respectively.





DEPRECIATION AND AMORTIZATION





20022001

(Decrease)Nine Months

$
(21.5
)

(4.4
)%





Depreciation expense is principally based on the composite group
remaining life method and straight-line composite rates. This method provides for the recognition of the cost of the remaining net investment in telephone plant, less anticipated net salvage value, over the remaining asset lives. This method
requires the periodic revision of depreciation rates.





Depreciation and amortization expense decreased in the
first nine months of 2002 primarily due to the effect of lower rates of depreciation. This decrease was partially offset by growth in depreciable telephone plant.




10




---

VERIZON CALIFORNIA INC.





OTHER RESULTS


(Dollars in Millions)





OTHER INCOME, NET





20022001

IncreaseNine Months

$
.7

233.3
%





Other income, net includes equity income (losses), interest income
and other nonoperating income and expense items.





The increase in other income, net, was primarily attributable to
an increase in interest income from short-term investments.





INTEREST EXPENSE





20022001

(Decrease)Nine Months

$
(17.3
)

(14.7
)%





Interest expense includes costs associated with borrowing and
capital leases, net of capitalized interest costs. We capitalize interest associated with the acquisition or construction of plant assets. Capitalized interest is reported as a cost of plant and a reduction in interest expense.





Interest expense decreased in the first nine months of 2002, as compared to the same period in 2001, primarily due to lower
interest rates on short-term debt with an affiliate.





EFFECTIVE INCOME TAX RATES





Nine Months Ended September 30,2002

40.6
%2001

40.8
%





The effective income tax rate is the provision for income taxes as
a percentage of income before provision for income taxes. Our effective income tax rate was lower for the nine months ended September 30, 2002, as compared to the same period in 2001, primarily due to a decrease in non-recurring income tax expense,
partially offset by a decrease in investment tax credit amortization.




11




---

VERIZON CALIFORNIA INC.





OTHER MATTERS





Recent Accounting Pronouncements





Asset Retirement Obligations





In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations. This standard provides the accounting for the cost of legal
obligations associated with the retirement of long-lived assets. SFAS No. 143 requires that companies recognize the fair value of a liability for asset retirement obligations in the period in which the obligations are incurred and capitalize that
amount as a part of the book value of the long-lived asset. That cost is then depreciated over the remaining life of the underlying long-lived asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are currently evaluating the
impact this new standard will have on our future results of operations or financial position.





Debt
Extinguishment





In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145, among other things, eliminates the requirement that all gains and losses on the extinguishment of debt must be classified as extraordinary items on the income
statement, thereby permitting the classification of such gains and losses as extraordinary items only if the criteria of Accounting Principles Board Opinion No. 30, Reporting the Results of OperationsReporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, are met. We are required to adopt this provision of SFAS No. 145 effective January 1, 2003 and, upon adoption, we will reclassify in our
statements of income previously reported extraordinary charges for the early extinguishment of debt to income from continuing operations.





Exit or Disposal Activities





In June 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. This standard addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No.
94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). EITF Issue No. 94-3 required accrual of liabilities related to exit and
disposal activities at a plan (commitment) date. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this standard are effective for exit or
disposal activities that are initiated after December 31, 2002.





Compensation for Internet Traffic





We continue to incur expenditures related to reciprocal compensation arrangements with CLECs and other carriers to terminate calls on
their network.





On April 27, 2001, the Federal Communications Commission (FCC) released an order addressing
intercarrier compensation for dial-up connections for Internet-bound traffic. The FCC found that Internet-bound traffic is interstate and subject to the FCCs jurisdiction. Moreover, the FCC again found that Internet-bound traffic is not
subject to reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the FCC established federal rates per minute for this traffic that decline from $0.0015 to $0.0007 over a three-year period. The FCC order also sets caps on the
total minutes of this traffic that may be subject to any intercarrier compensation and requires that incumbent local exchange carriers must offer to pay reciprocal compensation for local traffic at the same rate as they are required to pay on
Internet-bound traffic. On May 3, 2002, the U.S. Court of Appeals for the District of Columbia Circuit rejected the justification relied upon by the FCC in its April 27, 2001 order, and remanded the order for further proceedings. It did not vacate
the interim pricing rules established in that order.





Several parties requested rehearing, asking the court to
vacate the underlying order. Those requests were denied in a series of orders released on September 24, 2002, and September 25, 2002. As a result, the FCCs underlying order remains in effect.




12




---

VERIZON CALIFORNIA INC.





Item 4.    Controls and Procedures





(a) Evaluation of disclosure
controls and procedures.





Our chief executive officer and chief financial officer have evaluated the effectiveness
of the registrants disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934), as of a date within 90 days of the filing date of this quarterly report (Evaluation Date), that ensure
that information relating to the registrant which is required to be disclosed in this report is recorded, processed, summarized and reported, within required time periods. They have concluded that as of the Evaluation Date, the registrants
disclosure controls and procedures were adequate and effective to ensure that material information relating to the registrant and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the
period in which this quarterly report was being prepared.





(b) Changes in internal controls.





There were no significant changes in the registrants internal controls or in other factors that could significantly
affect these controls subsequent to the Evaluation Date, nor were there any significant deficiencies or material weaknesses in these controls requiring corrective actions.




13




---

VERIZON CALIFORNIA INC.





PART IIOTHER INFORMATION





Item 1.    Legal
Proceedings





There were no proceedings reportable under this Item.





Item 6.    Exhibits and Reports on Form 8-K





(a)  Exhibits:





Exhibit Number12

Computation of Ratio of Earnings to Fixed Charges.





(b)   There were no Current Reports on Form 8-K filed
during the quarter ended September 30, 2002.




14




---

VERIZON CALIFORNIA INC.





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





VERIZON CALIFORNIA INC.By:

/s/    EDWIN F.
HALLEdwin F. Hall Controller





Date: November 13, 2002





UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF NOVEMBER 6, 2002.




15




---

VERIZON CALIFORNIA INC.





CERTIFICATIONS





I, Lawrence T. Babbio, Jr., certify that:





| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Verizon California Inc.;
| | -- |  | ------------------------------------------------------------------------------

| | 
| | 

| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 13, 2002



/s/    Lawrence T. Babbio, Jr.Lawrence T. Babbio, Jr. Chairman of the Board and Chief Executive Officer










16




---

VERIZON CALIFORNIA INC.





CERTIFICATIONS





I, Lawrence R. Whitman, certify that:





| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Verizon California Inc.;
| | -- |  | ------------------------------------------------------------------------------

| | 
| | 

| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 13, 2002



/s/    Lawrence R. WhitmanLawrence R. Whitman Chief Financial Officer







17




---

VERIZON CALIFORNIA INC.





EXHIBIT INDEX





Exhibit Number12

Computation of Ratio of Earnings to Fixed Charges.




18