##### Table of Contents



UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





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FORM 10-Q



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|(Mark one) |  |                                                                                                                                        |  | 
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | 
|          
|x          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003  |  | 
|          
|           |  | 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 1-16495





VERIZON SOUTH INC.



|A Virginia Corporation |  | I.R.S. Employer Identification No. 56-0656680
|---------------------- |  | ---------------------------------------------





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



Telephone Number (212) 395-2121





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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 ̈



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



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TABLE OF CONTENTS



|               |  |                                                               |  | Page
|-------------- |  | ------------------------------------------------------------- |  | ----
|              
|              
|PART I         |  | Financial Information                                         |  |     
|              
|Item 1.        |  | Financial Statements                                          |  |     
|              
|               |  | Condensed Statements of Income                                |  |     
|               |  | Three Months Ended March 31, 2003 and 2002                    |  | 1   
|              
|               |  | Condensed Balance Sheets                                      |  |     
|               |  | March 31, 2003 and December 31, 2002                          |  | 2   
|              
|               |  | Condensed Statements of Cash Flows                            |  |     
|               |  | Three Months Ended March 31, 2003 and 2002                    |  | 4   
|              
|               |  | Notes to Condensed Financial Statements                       |  | 5   
|              
|Item 2.        |  | Managements Discussion and Analysis of Results of Operations |  | 8   
|              
|Item 4.        |  | Controls and Procedures                                       |  | 14  
|              
|PART II        |  | Other Information                                             |  |     
|              
|Item 6.        |  | Exhibits and Reports on Form 8-K                              |  | 15  
|              
|Signatures     |  | 16                                                           
|              
|Certifications |  | 17                                                           
|              
|Exhibit Index  |  | 19                                                           





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PART I  FINANCIAL
INFORMATION



|Item 1. |  | Financial Statements
|------- |  | --------------------





CONDENSED STATEMENTS OF INCOME



|                                                                                                 |  | Three Months Ended March 31,
|------------------------------------------------------------------------------------------------ |  | ----------------------------
|(Dollars in Millions) (Unaudited)                                                                |  | 2003                        
|                                                                                                
|Operating Revenues (including $11.5 and $18.9 from affiliates)                                   |  | $                           
|                                                                                                 |  |                             
|                                                                                                
|Operating Expenses (including $41.4 and $63.4 to affiliates)                                     |  |                             
|Cost of services and sales (exclusive of items shown below)                                      |  |                             
|Selling, general and administrative expense                                                      |  |                             
|Depreciation and amortization                                                                    |  |                             
|                                                                                                 |  |                             
|Total Operating Expenses                                                                         |  |                             
|                                                                                                 |  |                             
|                                                                                                
|Operating Income                                                                                 |  |                             
|                                                                                                
|Other income, net (including $3.4 and $1.4 from affiliates)                                      |  |                             
|                                                                                                
|Interest expense (including $.2 and $.1 to affiliate)                                            |  |                             
|                                                                                                 |  |                             
|                                                                                                
|Income before provision for income taxes and cumulative effect of change in accounting
principle |  |                             
|                                                                                                
|Provision for income taxes                                                                       |  |                             
|                                                                                                 |  |                             
|                                                                                                
|Income Before Cumulative Effect of Change In Accounting Principle                                |  |                             
|                                                                                                
|Cumulative effect of change in accounting principle, net of tax                                  |  |                             
|                                                                                                 |  |                             
|                                                                                                
|Net Income                                                                                       |  | $                           
|                                                                                                 |  |                             



See Notes
to Condensed Financial Statements.



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CONDENSED BALANCE SHEETS



ASSETS



|(Dollars in Millions)                                                    |  | March 31, 2003 |  | December 31, 2002
|------------------------------------------------------------------------ |  | -------------- |  | -----------------
|                                                                        
|                                                                         |  | (Unaudited)    |  |                  
|Current assets                                                           |  |                |  |                  
|Short-term investments                                                   |  | $     17.3     |  | $     25.8       
|Note receivable from affiliate                                           |  | 84.9           |  | 80.6             
|Accounts receivable:                                                     |  |                |  |                  
|Trade and other, net of allowances for uncollectibles of $44.6 and
$44.9 |  | 149.1          |  | 159.7            
|Affiliates                                                               |  | 31.6           |  | 26.8             
|Material and supplies                                                    |  | 7.0            |  | 6.3              
|Prepaid expenses                                                         |  | 1.1            |  | 19.1             
|Other                                                                    |  | 23.3           |  | 21.7             
|                                                                         |  |                |  |                  
|                                                                         |  | 314.3          |  | 340.0            
|                                                                         |  |                |  |                  
|                                                                        
|Plant, property and equipment                                            |  | 3,241.5        |  | 3,229.6          
|Less accumulated depreciation                                            |  | 1,932.1        |  | 1,972.4          
|                                                                         |  |                |  |                  
|                                                                         |  | 1,309.4        |  | 1,257.2          
|                                                                         |  |                |  |                  
|                                                                        
|Prepaid pension asset                                                    |  | 386.4          |  | 380.3            
|                                                                         |  |                |  |                  
|                                                                        
|Other assets                                                             |  | 35.6           |  | 36.0             
|                                                                         |  |                |  |                  
|                                                                        
|Total assets                                                             |  | $2,045.7       |  | $2,013.5         
|                                                                         |  |                |  |                  



See Notes
to Condensed Financial Statements.



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CONDENSED BALANCE SHEETS



LIABILITIES AND SHAREOWNERS INVESTMENT



|(Dollars in Millions)                         |  | March 31, 2003 |   |  | December 31, 2002 |  
|--------------------------------------------- |  | -------------- | - |  | ----------------- | -
|                                             
|                                              |  | (Unaudited)    |   |  |                   |  
|                                             
|Current liabilities                           |  |                |   |  |                   |  
|Accounts payable and accrued liabilities:     |  |                |   |  |                   |  
|Affiliates                                    |  | $     50.0     |   |  | $     70.3        |  
|Other                                         |  | 59.4           |   |  | 96.1              |  
|Other current liabilities                     |  | 119.0          |   |  | 127.5             |  
|                                              |  |                |   |  |                   |  
|                                              |  | 228.4          |   |  | 293.9             |  
|                                              |  |                |   |  |                   |  
|                                             
|Long-term debt                                |  | 899.8          |   |  | 899.7             |  
|                                              |  |                |   |  |                   |  
|                                             
|Employee benefit obligations                  |  | 213.2          |   |  | 212.4             |  
|                                              |  |                |   |  |                   |  
|                                             
|Deferred credits and other liabilities        |  |                |   |  |                   |  
|Deferred income taxes                         |  | 238.3          |   |  | 208.1             |  
|Other                                         |  | 75.9           |   |  | 75.8              |  
|                                              |  |                |   |  |                   |  
|                                              |  | 314.2          |   |  | 283.9             |  
|                                              |  |                |   |  |                   |  
|                                             
|Shareowners investment                       |  |                |   |  |                   |  
|Common stock  one share, without par value   |  | 525.0          |   |  | 525.0             |  
|Accumulated deficit                           |  | (134.9         | ) |  | (201.4            | )
|                                              |  |                |   |  |                   |  
|                                              |  | 390.1          |   |  | 323.6             |  
|                                              |  |                |   |  |                   |  
|Total liabilities and shareowners investment |  | $2,045.7       |   |  | $2,013.5          |  
|                                              |  |                |   |  |                   |  



See Notes
to Condensed Financial Statements.



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CONDENSED STATEMENTS OF CASH FLOWS



|                                                                              |  | Three Months EndedMarch 31, |      
|----------------------------------------------------------------------------- |  | --------------------------- | -----
|(Dollars in Millions) (Unaudited)                                             |  | 2003                        |      
|                                                                             
|Net Cash Provided by Operating Activities                                     |  | $                           | 34.7 
|                                                                              |  |                             |      
|                                                                             
|Cash Flows from Investing Activities                                          |  |                             |      
|Capital expenditures (including capitalized network and non-network
software) |  |                             | (24.9
|Net change in short-term investments                                          |  |                             | 8.5  
|Change in note receivable from affiliate                                      |  |                             | (4.3 
|Investment in unconsolidated business                                         |  |                             |     
|Other, net                                                                    |  |                             |     
|                                                                              |  |                             |      
|Net cash used in investing activities                                         |  |                             | (20.7
|                                                                              |  |                             |      
|                                                                             
|Cash Flows from Financing Activities                                          |  |                             |      
|Dividends paid                                                                |  |                             | (14.0
|Capital contribution from parent                                              |  |                             |     
|Net change in outstanding checks drawn on controlled disbursement
accounts    |  |                             |     
|                                                                              |  |                             |      
|Net cash used in financing activities                                         |  |                             | (14.0
|                                                                              |  |                             |      
|                                                                             
|Net change in cash                                                            |  |                             |     
|                                                                             
|Cash, beginning of period                                                     |  |                             |     
|                                                                              |  |                             |      
|                                                                             
|Cash, end of period                                                           |  | $                           |     
|                                                                              |  |                             |      



See Notes
to Condensed Financial Statements.



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NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)





1.    Basis of Presentation



Verizon South Inc. is a wholly owned subsidiary of GTE Corporation (GTE), which is a wholly owned subsidiary of Verizon Communications Inc. (Verizon). The accompanying unaudited condensed 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, 2002 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 2002 Annual Report on Form 10-K.



We have reclassified certain amounts from prior years data to conform to the 2003 presentation.





2.    Adoption of New Accounting Standards



Stock-Based Compensation



We participate in employee compensation plans sponsored by Verizon with
awards of Verizon common stock. Prior to 2003, Verizon accounted for stock-based employee compensation under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, and
followed the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. In accordance with APB Opinion No. 25, no stock-based employee compensation expense for our
fixed stock option plans is reflected in our 2002 net income as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.



Effective January 1, 2003, Verizon adopted the fair value recognition
provisions of SFAS No. 123, using the prospective method (as permitted under SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure) to all new awards granted, modified or settled after January 1, 2003.
Under the prospective method, employee compensation expense in the first year will be recognized for new awards granted, modified, or settled. The options generally vest over a term of three years, therefore the expense related to stock-based
employee compensation included in the determination of net income for the first quarter of 2003 is less than what would have been recorded if the fair value method was also applied to previously issued awards. The following table illustrates the
effect on net income if the fair value method had been applied to all outstanding and unvested options in each period:



|                                                                                                                                                     |  | Three Months Ended March 31, |     
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----
|(Dollars in Millions)                                                                                                                                |  | 2003                         |     
|                                                                                                                                                    
|Net income, as reported                                                                                                                              |  | $                            | 80.5
|Add: Stock option-related employee compensation expense included in reported net income,
net of related tax effects                                  |  |                              |    
|Deduct: Total stock option-related employee compensation expense determined under fair
value based method for all awards, net of related tax effects |  |                              | (.1 
|                                                                                                                                                     |  |                              |     
|Pro forma net income                                                                                                                                 |  | $                            | 80.4
|                                                                                                                                                     |  |                              |     



After-tax compensation
expense for other stock-based compensation included in net income as reported for the three months ended March 31, 2003 and 2002 was not material.



Asset Retirement Obligations



Effective January 1, 2003, we adopted 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 part of the book value of the long-lived asset. We have determined that we do not have a material legal obligation to remove long-lived assets as described by this statement. However, prior to the adoption of SFAS No. 143,
we included estimated removal costs in our group depreciation models. These costs have increased depreciation



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expense and accumulated depreciation for future removal costs for existing assets. These removal costs were recorded as a reduction to
accumulated depreciation when the assets were retired and removal costs were incurred.



For some assets, such as telephone poles, the removal costs exceeded salvage value. Under the provisions of SFAS No. 143, we are required to exclude costs of removal from our depreciation rates for assets for which the
removal costs exceed salvage. Accordingly, in connection with the initial adoption of this standard on January 1, 2003, we have reversed accrued costs of removal in excess of salvage from our accumulated depreciation accounts for these assets. The
adjustment was recorded as a cumulative effect of an accounting change, resulting in the recognition of a gain of $76.7 million ($46.7 million after-tax). Effective January 1, 2003, we began expensing costs of removal in excess of salvage for these
assets as incurred. The ongoing impact of this change in accounting resulted in a decrease in depreciation expense and an increase in cost of services and sales, which was not material to our total operating results for the three month period ended
March 31, 2003.



Debt Extinguishment



In April 2002, the Financial Accounting Standards Board (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 they meet the criteria of 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. We adopted this provision of SFAS No. 145 effective January 1, 2003 and,
upon adoption, reclassified the losses on the early extinguishment of debt and related tax benefits that were previously reported in our statements of income as extraordinary items to Other expense and Provision for income taxes.





3.    Dividend



On
May 1, 2003, we declared and paid a dividend in the amount of $14.0 million to our parent, GTE.





4.    Shareowners Investment



|(Dollars in Millions)        |  | Common Stock |  | Accumulated Deficit
|---------------------------- |  | ------------ |  | -------------------
|                            
|Balance at December 31, 2002 |  | $525.0       |  | $(201.4)           
|Net income                   |  |              |  | 80.5               
|Dividend declared            |  |              |  | (14.0)             
|                             |  |              |  |                    
|Balance at March 31, 2003    |  | $525.0       |  | $(134.9)           
|                             |  |              |  |                    



Net income and
comprehensive income were the same for the three months ended March 31, 2003 and 2002.





5.    Employee Severance Costs



We maintain ongoing severance plans for both management and associate employees, which provide benefits to employees that are
terminated. The costs for these plans are accounted for under SFAS No. 112, Employers Accounting for Postemployment Benefits. We accrue for severance benefits based on the terms of our severance plan over the estimated service
periods of the employees. The accruals are also based on the historical run-rate of actual severances and expectations for future severances. From time to time, because Verizons severance programs are implemented across its subsidiaries,
Verizon must redistribute the amount of severance liability based on actual experience at the companies.



In the fourth quarter of 2001, it was determined that our severance liability was not sufficient as a result of new downsizing plans and we recorded a special charge of $3.5 million. In the second
quarter of 2002, again, it was determined that the severance liability was not sufficient because of further downsizing plans and we recorded a special charge of $3.0 million. As of March 31, 2003, approximately 240 employees have been separated
under the 2001 and 2002 severance programs. As of March 31, 2003, our severance liability was $10.1 million, which includes future payments to employees previously separated under the 2001 and 2002 severance programs. During the first quarter of
2003, the companys severance liability was increased by $3.1 million for the redistribution of severance liabilities across Verizons subsidiaries and decreased by $5.8



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million principally for payments. Severance costs are included in selling, general and administrative expense in our statements of income.





6.    Commitments and Contingencies



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.



From time to
time, state regulatory decisions require us to assure customers that we will provide a level of service performance that falls within prescribed parameters. There are penalties associated with failing to meet those service parameters and we, from
time to time, pay such penalties. We do not expect these penalties to have a material effect on our financial condition, but they could have a material effect on our results of operations.



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|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 Financial Statements and Condensed Notes to Financial
Statements.





RESULTS OF OPERATIONS



We
reported net income of $80.5 million for the three month period ended March 31, 2003, compared to net income of $101.8 million for the same period in 2002. Our reported results included the following special items:





Sales of Telephone Operations in Alabama and Kentucky



In October 2001, we agreed to sell all 170,000 of our switched access lines in Alabama to CenturyTel Inc. and all 600,000 of our switched access lines in Kentucky to ALLTEL Corporation. During the third quarter of 2002, we completed
the sales of these access lines.



The net assets pertaining to
the Alabama and Kentucky operations, principally plant, property and equipment, were classified in our balance sheet at December 31, 2001 as Net assets held for sale. Given the decision to sell, no depreciation was recorded for these
assets during the period July 1, 2001 through the dates of the sales, in accordance with Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



The Alabama and Kentucky operations represented approximately 37% of the access lines that we had in service at March 31, 2002, and contributed approximately $147 million to operating revenues and
approximately $52 million to operating expenses for the three months ended March 31, 2002.



As a result of this transaction, past operating results are no longer indicative of future operating results.





Cumulative Effect of Change in Accounting Principle



Effective January 1, 2003, we adopted 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 part of the book value of the long-lived asset. We have determined that we do not have a material legal obligation to remove long-lived assets
as described by this statement. However, prior to the adoption of SFAS No. 143, we included estimated removal costs in our group depreciation models. These costs have increased depreciation expense and accumulated depreciation for future removal
costs for existing assets. These removal costs were recorded as a reduction to accumulated depreciation when the assets were retired and removal costs were incurred.



For some assets, such as telephone poles, the removal costs exceeded salvage value. Under the provisions of SFAS No. 143, we
are required to exclude costs of removal from our depreciation rates for assets for which the removal costs exceed salvage. Accordingly, in connection with the initial adoption of this standard on January 1, 2003, we have reversed accrued costs of
removal in excess of salvage from our accumulated depreciation accounts for these assets. The adjustment was recorded as a cumulative effect of an accounting change, resulting in the recognition of a gain of $76.7 million ($46.7 million after-tax).
Effective January 1, 2003, we began expensing costs of removal in excess of salvage for these assets as incurred. The ongoing impact of this change in accounting resulted in a decrease in depreciation expense and an increase in cost of services and
sales, which was not material to our total operating results for the three month period ended March 31, 2003.



Income before the cumulative effect of the change in accounting principle, decreased by $68.0 million, or 66.8% in the first quarter of 2003, compared to the first quarter of 2002, as a result of the
pre-tax impact of operating revenues, operating expenses and other results as described in the following sections.



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OPERATING
REVENUES

(Dollars in Millions)



|                        |  | Three Months Ended March 31,
|----------------------- |  | ----------------------------
|                        |  | 2003                        
|                       
|Local services          |  | $117.9                      
|Network access services |  | 99.5                        
|Long distance services  |  | 2.7                         
|Other services          |  | 17.7                        
|                        |  |                             
|Total                   |  | $237.8                      
|                        |  |                             



LOCAL SERVICES



|2003-2002    |  | (Decrease)
|------------ |  | ----------
|            
|Three Months |  | $         



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.



The decline in local service revenues was principally caused by the aforementioned sales of access lines in Alabama and Kentucky in the third quarter of 2002. The effects of technology substitution
from wireless services and the lagging economy also affected local service revenue growth in the first three months of 2003, but to a lesser extent.





NETWORK ACCESS SERVICES



|2003-2002    |  | (Decrease)
|------------ |  | ----------
|            
|Three Months |  | $         



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, including digital subscriber lines (DSL).



The decrease in network access revenues in the first three months of 2003 was mainly attributable to the impact of the aforementioned sales of access lines in the third quarter of 2002. Network access
revenues were also lower due to the effects of competition, technology substitution and lower demand for switched access services due, in part, to the soft economy. Price reductions associated with federal and state price cap filings further reduced
network access revenues.



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LONG DISTANCE SERVICES



|2003-2002    |  | (Decrease) |     
|------------ |  | ---------- | ----
|            
|Three Months |  | $          | (3.9



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 three months of 2003 primarily due to the aforementioned sales of access lines in the third quarter of 2002.





OTHER SERVICES



|2003-2002    |  | (Decrease) |     
|------------ |  | ---------- | ----
|            
|Three Months |  | $          | (9.8



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 three months of 2003 primarily
due to the aforementioned sales of access lines in the third quarter of 2002.





OPERATING EXPENSES

(Dollars in
Millions)





COST OF SERVICES AND SALES



|2003-2002    |  | (Decrease) |      
|------------ |  | ---------- | -----
|            
|Three Months |  | $          | (25.8



Cost of services and
sales includes the following costs directly attributable to a service or product: salaries and wages, benefits, materials and supplies, contracted services, network access and transport costs, customer provisioning costs, computer systems support
and cost of products sold. Aggregate customer care costs, which include billing and service provisioning, are allocated between cost of services and sales and selling, general and administrative expense.



The decrease in cost of services and sales in the first quarter of 2003 was
primarily due to the aforementioned sales of access lines in Alabama and Kentucky in the third quarter of 2002. Lower access and transport costs also contributed to the decrease in cost of services and sales. As part of our ongoing review of local
interconnection expense charged by CLECs, we determined that selected charges from CLECs, previously recorded as expense but not paid, were no longer required and, accordingly, we adjusted our first quarter 2003 operating expenses. In addition,
effective in 2003, we recognize as local interconnection expense no more than the amount payable under the April 27, 2001 Federal Communications Commission (FCC) order addressing intercarrier compensation for dial-up connections for Internet-bound
traffic.



See Other Matters  Compensation for
Internet Traffic for additional information on FCC rulemakings and other court decisions addressing intercarrier compensation for dial-up connections for Internet-bound traffic.



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SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE



|2003-2002    |  | (Decrease)
|------------ |  | ----------
|            
|Three Months |  | $(18.4)   



Selling, general and
administrative expense (SG&A) includes salaries and wages and benefits not directly attributable to a service or product, bad debt charges, taxes other than income, advertising and sales commission costs, customer billing, call center and
information technology costs, professional service fees, and rent for administrative space. Aggregate customer care costs, which include billing and service provisioning, are allocated between cost of services and sales and selling, general and
administrative expense.



The decline in SG&A expense was
mainly attributable to the impact of the aforementioned sales of access lines in the third quarter of 2002. Taxes other than income declined due to lower gross receipts and property taxes in the first quarter of 2003, as compared to the same period
in 2002. Bad debt expense was also lower in the first three months of 2003 as a result of improved collections, customer deposit requirements and lower accounts receivable.





DEPRECIATION AND AMORTIZATION



|2003-2002    |  | Increase
|------------ |  | --------
|            
|Three Months |  | $       



Depreciation and
amortization expense increased principally due to the effect of higher rates of depreciation on telephone plant in service. This increase was partially offset by the favorable impact of adopting SFAS No. 143, effective January 1, 2003. Under SFAS
No. 143, we began expensing the costs of removal in excess of salvage for outside plant assets as incurred. Previously, we had included costs of removal for these assets in our depreciation rates.





OTHER RESULTS

(Dollars in Millions)





OTHER INCOME, NET



|2003-2002    |  | Increase
|------------ |  | --------
|            
|Three Months |  | $       



Other income, net
includes equity income (losses), interest income, gains and losses on early extinguishment of debt and other nonoperating income and expense items.



The increase in other income, net was primarily attributable to an increase in interest income resulting from a higher average note receivable balance
with an affiliate in the first three months of 2003, as compared to the same period in 2002.





INTEREST EXPENSE



|2003-2002    |  | Increase
|------------ |  | --------
|            
|Three Months |  | $       



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 increased in the
first three months of 2003, over the same period in 2002, primarily due to higher allocations from an affiliate for funding costs. This increase was substantially offset by the effects of lower levels of long-term debt and lower interest expense
associated with customer settlements.



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EFFECTIVE INCOME TAX
RATES



|Three Months Ended March 31, |  |      
|---------------------------- |  | -----
|                            
|2003                         |  | 39.2%
|2002                         |  | 39.3%



The effective income tax
rate is the provision for income taxes as a percentage of income before provision for income taxes and cumulative effect of change in accounting principle. Our effective income tax rate was lower for the three months ended March 31, 2003, compared
to the same period in 2002, primarily due to a decrease in the effective income tax rate for state incomes taxes. This decrease was partially offset by a reduction in investment tax credit amortization.





OTHER MATTERS



FCC Regulation
and Interstate Rates



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



Access Charges
and Universal Service



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



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



The FCC has adopted rules for special access services that provide for pricing flexibility and ultimately the removal of services from price regulation
when prescribed competitive thresholds are met. In order to use these rules, carriers must forego the ability to take advantage of provisions in the current rules that provide relief in the event earnings fall below prescribed thresholds. Verizon
has been authorized to remove special access and dedicated transport services from price caps in 37 Metropolitan Statistical Areas (MSAs) in the former Bell Atlantic territory and in 19 additional MSAs in the former GTE territory. In addition, the
FCC has found that in 22 MSAs Verizon has met the stricter standards to remove special access connections to end-user customers from price caps.



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



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failed to address any need for a state universal service mechanism. The current universal service
mechanism remains in place pending the outcome of any FCC review as a result of these appeals. The FCC also has proceedings underway to evaluate possible changes to its current rules for assessing contributions to the universal service fund. Any
change in the current assessment mechanism could result in a change in the contribution that local telephone companies must make and that would have to be collected from customers.





Unbundling of Network Elements



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



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



On May 24, 2002, the U.S. Court
of Appeals for the D.C. Circuit released an order that overturned the most recent FCC decision establishing which network elements were required to be unbundled. In particular, the court found that the FCC did not adequately consider the limitations
of the necessary and impair standards of the 1996 Act when it chose national rules for unbundling and that it failed to consider the relevance of competition from other types of service providers, including cable and satellite. The court
also vacated a separate order that had authorized an unbundling requirement for line sharing where a competing carrier purchases only a portion of the copper connection to the end-user in order to provide high-speed broadband services
using DSL technology. The U.S. Supreme Court subsequently declined to review that decision.



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



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





Compensation for Internet Traffic



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



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



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|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.



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PART II  OTHER
INFORMATION



|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



|(a) |  | Exhibits:                                                                                                                                                                                                                                        |  |                                                                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------
|   
|    |  | Exhibit Number                                                                                                                                                                                                                                   |  |                                                                                  
|   
|    |  | 12                                                                                                                                                                                                                                               |  | Computation of Ratio of Earnings to Fixed Charges.                               
|   
|    |  | 99                                                                                                                                                                                                                                               |  | Officer Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|   
|(b) |  | Reports on Form 8-K:                                                                                                                                                                                                                            
|   
|    |  | A Current Report on Form 8-K was furnished on March 19, 2003, containing certification statements to the
Securities and Exchange Commission, signed by the Chairman of the Board and Chief Executive Officer and by the Chief Financial Officer.





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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 South Inc.
|------------------ |  | ------------------
|                  
|Date: May 13, 2003 |  | By                
|                   |  |                   
|                   |  |                   
|                   |  |                   





UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 7, 2003.



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CERTIFICATIONS



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



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Verizon South 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 officer 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 officer 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 officer 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: May 13, 2003 |  | /S/    LAWRENCE T. BABBIO,
JR.                   
|------------------ |  | -------------------------------------------------
|                   |  |                                                  
|                   |  | Lawrence T. Babbio, Jr.                          
|                   |  | Chairman of the Board and Chief Executive Officer



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CERTIFICATIONS



I, Lawrence R. Whitman,
certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Verizon South 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 officer 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 officer 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 officer 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: May 13, 2003 |  | /S/    LAWRENCE R. WHITMAN
|------------------ |  | --------------------------
|                   |  |                           
|                   |  | Lawrence R. Whitman       
|                   |  | Chief Financial Officer   



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EXHIBIT INDEX



|Exhibit Number |  |                                                                                  
|-------------- |  | ---------------------------------------------------------------------------------
|              
|12             |  | Computation of Ratio of Earnings to Fixed Charges.                               
|              
|99             |  | Officer Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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