8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 27, 2005

(Date of earliest event reported)

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8606	23-2259884
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1095 Avenue of the Americas New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 395-2121

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Attached as an exhibit hereto is a press release and financial tables dated October 27, 2005 issued by Verizon Communications Inc.

Non-GAAP Measures

Verizon’s press release and financial tables include financial information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. The non-GAAP financial information may be determined or calculated differently by other companies.

The consolidated statements of income before special items eliminate special items and non-recurring items of revenues, expenses, gains and losses primarily as a result of their non-operational and/or non-recurring nature. This also includes current and prior periods’ operating revenues and operating expenses of significant operations sold, including Verizon’s Hawaii wireline and directory operations which were sold during the second quarter of 2005. Management believes this presentation of operating performance assists readers in better understanding our results of operations and trends from period to period, consistent with management’s evaluation of Verizon’s consolidated and segment results of operations for a variety of internal measures including strategic business planning, capital allocation and compensation. Management believes that the consolidated statements of income before special items provide current and prior period results of operations on a comparable basis as well as provide trends that are more indicative of future operating results than GAAP results of operations, given the non-operational and/or non-recurring nature of the special items removed for purposes of reporting results of operations before special items. While some of these items have been periodically reported in Verizon’s consolidated results of operations, such as significant severance and impairment charges, their occurrence in future periods is dependent upon future business and economic factors, among other evaluation criteria, and may frequently be beyond the control of management. As a result of these factors, management also provides this information externally, along with a complete reconciliation to their comparable GAAP amounts so readers have access to the detail and general nature of adjustments made to GAAP results. Descriptions of the special items are provided in the schedules accompanying the news release.

Management believes that Verizon Wireless’s operating income before depreciation and amortization (EBITDA) and EBITDA margin, additional non-GAAP financial measures, are also useful to investors and other users of our financial information in evaluating Verizon Wireless’s operating financial performance. Verizon Wireless’s EBITDA is determined by adding-back depreciation and amortization to operating income and the Verizon Wireless EBITDA margin is calculated by dividing Verizon Wireless’s EBITDA by Verizon Wireless’s service revenues. Verizon Wireless’s EBITDA and EBITDA margin are non-GAAP operating performance measures that are used internally to evaluate current operating expense efficiency and operating profitability on a more variable cost basis by excluding the depreciation and amortization expenses related primarily to capital expenditures and acquisitions (particularly customer base amortization) that occurred in prior years. In addition, Verizon management uses this information to evaluate operating performance in relation to Verizon Wireless’s competitors. The Verizon Wireless EBITDA margin utilizes service revenues rather than total revenues. Service revenues exclude primarily equipment revenues (as well as other non-service revenues) in order to capture the impact of providing service to the wireless customer base on an ongoing basis. Verizon Wireless’s EBITDA margin is presented along with Verizon Wireless’s operating income margin so as not to imply more emphasis should be placed on it than the corresponding GAAP measure. Management believes this presentation assists readers in preparing comparisons of this type of performance measure (operating profitability) using the GAAP measure as well as the measure segment management evaluates segment results and performs comparisons to other wireless carriers.

It is management’s intent to provide non-GAAP financial information to enhance understanding of Verizon’s GAAP consolidated financial statements and should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP.

SIGNATURE

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 Communications Inc.
	(Registrant)
Date: October 27, 2005	/s/ David H. Benson
	David H. Benson
	Senior Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
99	Press release and financial tables, dated October 27, 2005 issued by Verizon Communications Inc. and contained in its investor relations bulletin

EX-99

Exhibit 99

NEWS RELEASE

FOR IMMEDIATE RELEASE	Media contact:
October 27, 2005	Peter Thonis
	212-395-2355
	peter.thonis@verizon.com

Verizon Communications Reports Strong 3Q Earnings

Highlighted by Continued Gains in Wireless and Broadband

Verizon Wireless Net Customer Additions of 1.9 Million, Company-Record

Broadband Additions of 389,000

THIRD-QUARTER HIGHLIGHTS

Total Company

• 67 cents in diluted earnings per share; 66 cents per share before special items (non-GAAP measure)

• 5.4 percent growth in adjusted consolidated operating revenues (non-GAAP)

Wireless

• 1.9 million net customer additions, up 14.6 percent; 49.3 million total customers, up 17.0 percent; churn (customer turnover) of 1.3 percent

• Total quarterly revenues of $8.4 billion, up $1.0 billion, or 14.2 percent — the 13th consecutive quarter of double-digit year-over-year revenue growth increases

• Continued strong operating income margin of 21.8 percent

Wireline

• 4.5 million total broadband connections (DSL and Verizon FiOS data lines), including a company-record 389,000 net new broadband connections

• Average monthly revenue per residential customer up 4.6 percent to $51.61

• Data revenues up 10.9 percent to $2.2 billion

GUIDANCE

• Full-year 2005 revenues expected to increase from 5.5 percent to 5.8 percent over 2004

• 2005 capital spending guidance of about $15.3 billion reiterated

Verizon News Release, page 2

• 2006 capital spending expected to be relatively flat compared with 2005, excluding MCI, or approximately $15.4 billion to $15.7 billion

• The company plans to pass an additional 3 million homes and businesses with FiOS in 2006

Notes: Reclassifications of prior-period amounts have been made to reflect comparable results excluding Verizon’s Hawaii wireline and directory operations, which were sold in the second quarter 2005. Growth percentages cited above compare third quarter 2005 with third quarter 2004. See the schedules accompanying this news release and www.verizon.com/investor for reconciliations to generally accepted accounting principles (GAAP) for the non-GAAP financial measures included in this announcement. Discontinued operations in the prior-year periods presented include the operations of Verizon Information Services Canada.

NEW YORK – Verizon Communications Inc. (NYSE:VZ) today reported third-quarter 2005 earnings of $1.9 billion, or 67 cents per diluted share, highlighted by continued strong results at Verizon Wireless, sustained overall revenue and customer growth, and a company record for net new wireline broadband connections.

Third-quarter earnings included a net gain of $37 million, or 1 cent per share, related to the sale of a New York City office building and related relocation costs, as well as tax benefits of $115 million, or 4 cents per share, largely offset by asset impairments at Verizon’s leasing operations and other costs of $131 million, or 5 cents per share.

Earnings before these special items (non-GAAP measure) were $1.8 billion, or 66 cents per share. This compares with $1.8 billion, or 65 cents per share, in earnings before special items in the third quarter 2004.

Continued Strong Quarterly Revenues

Consolidated operating revenues were $19.0 billion in the third quarter 2005. On a comparable basis (non-GAAP, excluding revenues in both periods from operations that Verizon sold earlier this year), consolidated operating revenues increased 5.4 percent from $18.1 billion in the third quarter 2004.

The company said it expects full-year 2005 revenues to be from 5.5 percent to 5.8 percent higher than in 2004 — tightening the range of previously announced guidance of 5 percent to 6 percent.

Third-quarter total revenues at Verizon Wireless increased 14.2 percent, or $1.0 billion, to $8.4 billion when compared with the third quarter 2004, driven by strong growth in total customers and demand for data services. This is the 13th consecutive quarter of double-digit year-over-year revenue percentage increases at Verizon Wireless.

Verizon News Release, page 3

Operating revenues on a comparable basis at Domestic Telecom were $9.4 billion in the third quarter 2005, a 0.7 percent decrease compared with the third quarter 2004. Domestic Telecom revenues in the third quarter 2005 were flat with the second quarter 2005 on a comparable basis.

Combined revenues from wireline and wireless data services were $2.8 billion in the third quarter 2005, a 23.3 percent increase compared with the third quarter 2004.

In the third quarter 2005, consolidated total operating expenses increased 5.4 percent to $15.4 billion, compared with third-quarter 2004 total operating expenses of $14.6 billion.

Financial and Operational Strength

“This was a very strong quarter both financially and operationally, as we delivered both revenue and earnings growth,” said Ivan Seidenberg, Verizon chairman and chief executive officer. “We are executing well on our new product initiatives and seeing great response from the marketplace. Our revenues continue to grow as we have changed our revenue mix, stabilizing traditional wireline revenues while continuing great wireless growth.

“By maintaining our focus on cost control, we have again delivered stable margins, and we see significant opportunities for further efficiencies and cost reductions. At the same time, we are continuing to make investments in wireless, broadband and Enterprise — those areas where customers are ready and willing to buy our services.”

Verizon Wireless Sustains Industry-Leading Performance

In the third quarter 2005, Verizon Wireless added 1.9 million net new customers — significantly more than its nearest competitor. Wireless has added more than 7 million net new customers over the past 12 months and now has a total of 49.3 million customers nationwide.

Total churn rate, a key measure of customer loyalty, was 1.3 percent for the third quarter 2005, down from 1.5 percent in the third quarter 2004. Churn in the retail post-paid segment — a base of 45.7 million customers — was 1.08 percent in the third quarter 2005.

Wireless operating income margin was 21.8 percent in the third quarter 2005, driven by industry-leading lows for cash expense-per-customer, even as the company added another high volume of customers in the quarter and absorbed the unfavorable impacts of approximately $44 million related to Hurricanes Katrina and Rita.

Verizon News Release, page 4

EBITDA margin at Verizon Wireless was 41.5 percent in the quarter. (EBITDA — or earnings before interest, taxes, depreciation and amortization — is a non-GAAP measure that adds depreciation and amortization to operating income; EBITDA margin is calculated by dividing EBITDA by wireless service revenues.)

Wireline Trends Improve in Key Markets

Revenues from broadband and other high-value wireline services contributed to a 4.6 percent increase, to $51.61, in the average revenue per month per Verizon residential wireline customer in the third quarter 2005, compared with the third quarter 2004. This is the sixth consecutive quarter of sequential increases in this measure.

Strong demand for wireline broadband services and high-capacity business data services contributed to $2.2 billion in total wireline data revenues in the third quarter 2005, a 10.9 percent increase from $1.9 billion in comparable revenues in the third quarter 2004.

In the third quarter 2005, revenues from wireline network access services were $3.1 billion, a 2.9 percent increase from the third quarter 2004, and revenues from long-distance services, including regional toll services, were $1.1 billion, a 2.3 percent increase from the third quarter 2004. Long-distance lines totaled 18.15 million at the end of the third quarter 2005, a 6.6 percent increase from the comparable total at the end of the third quarter 2004.

Also in the third quarter 2005, Verizon added a net of 389,000 wireline broadband connections, which is a company record and represents the total for both DSL and FiOS, Verizon’s recently introduced next-generation, fiber-optic-based service.

Verizon has a total of 4.5 million wireline broadband connections — a growth rate of 42.3 percent from the third quarter 2004.

Regarding continued wireline broadband deployment, the company said it plans to pass an additional 3 million homes and businesses with FiOS data services next year — for a total of 6 million homes and businesses passed by year-end 2006.

Growth in Total Customer Connections

Verizon’s total customer connections — which include wireline switched access lines, wireless customers, and wireline and wireless customers using broadband connections (EV-DO, DSL or FiOS) — increased to 103.5 million at the end of the third quarter 2005. This is an increase of 5.3 percent compared with the third quarter 2004, and an increase of 1.3 million customer connections compared with the end of the second quarter 2005.

Verizon News Release, page 5

Switched access lines totaled 49.7 million at the end of the third quarter 2005, a decline of 6.2 percent compared with the end of the third quarter 2004. This has been more than offset by the increases of 42.3 percent in wireline broadband connections and 17.0 percent in total wireless customers over the same period.

Capital Spending Detailed, Debt Reduced

Cash Flows From Operating Activities (CFFO) were $15.3 billion in the first nine months of 2005, compared with $15.5 billion in the first nine months of 2004.

In the first nine months of 2005, net cash used in investing activities was $13.6 billion, and net cash used in financing activities was $3.3 billion. Investing activities included $11.6 billion in capital expenditures, predominantly focused on growth markets.

Regarding capital expenditures, Verizon Wireless has invested $5.0 billion in the first nine months of 2005. The company expects wireless capital expenditures to total approximately $6.5 billion in 2005, including about $600 million for deployment of its nationwide broadband EV-DO (Evolution-Data Optimized) network.

In wireline, Verizon has invested $6.2 billion in the first nine months of 2005, including startup and deployment capital for FiOS data and video services. The company expects wireline capital expenditures to total approximately $8.3 billion in 2005.

The company is reiterating total 2005 capital spending guidance of an approximate 15 percent increase over 2004’s $13.3 billion total to about $15.3 billion, and it is announcing that capital expenditures in 2006 are expected to be in the range of $15.4 billion to $15.7 billion. This excludes investments related to the integration of MCI, Inc., pending completion of the merger around the beginning of 2006.

Verizon’s total debt at the end of the third quarter 2005 was $39.4 billion, compared with $41.8 billion at the end of the second quarter 2005 and $40.5 billion at the end of the third quarter 2004. The company expects that the end-of-year 2005 debt level should be approximately the same as the third-quarter level.

Verizon News Release, page 6

Earnings Comparisons and Special Items

As noted above, reported earnings were 67 cents per share in the third quarter 2005 and 64 cents per share in the third quarter 2004.

Third-quarter 2005 earnings were 66 cents per share before the net gain on the sale of a New York City office building and related relocation costs to Verizon Center in New Jersey, tax benefits, asset impairment and other costs. The tax benefits include $94 million related to prior-year investment losses that became recognizable in 2005 and a $21 million tax benefit related to repatriation of prior-year foreign earnings. Asset impairment and other charges relate to a $125 million expense pertaining to Verizon’s leasing operations for aircraft leases involved in recent airline bankruptcy proceedings and $6 million for the early retirement of debt.

Third-quarter 2004 earnings were 64 cents per share before charges of $20 million, or 1 cent per share relating to pension settlements.

Business Segment Highlights

Following are third-quarter 2005 highlights from Verizon’s four business segments.

Wireline:

• By the end of the third quarter, the company was deploying or selling FiOS fiber-to-the-premises (FTTP) broadband services in 15 states, passing a cumulative 2.5 million homes and businesses. The company remains on track to pass 3 million homes and businesses by the end of the year with FiOS data services. The earnings dilution from FiOS is about 10 cents a share for the year to date.

• In the 35 markets where Verizon has been actively selling FiOS data services for more than six months, market penetration is approximately 12.4 percent — an improvement over DSL penetration rates over longer timeframes.

• Verizon introduced FiOS TV services in the third quarter in Keller, Texas. FiOS TV contains a collection of all-digital programming with more than 330 channels, and more on the way.

• Approximately 62 percent of Verizon residential customers have purchased local services in combination with either Verizon long-distance or a Verizon broadband connection, or both. This compares with approximately 52 percent in the third quarter 2004. In addition, Verizon now has nearly 300,000 customers who receive a Verizon DirecTV bundle.

• Approximately 5.0 million Verizon Freedom packages were in service to residential and business customers by the end of the third quarter 2005, an increase of 0.8 million since the end of the third quarter 2004. Verizon Freedom plans help retain and win back customers by offering local services with various combinations of long-distance, wireless and Internet access, available on one bill.

Verizon News Release, page 7

• Consumer revenues of $3.8 billion were essentially flat compared with last year’s third quarter, while business revenues of $2.8 billion decreased 1.6 percent and wholesale revenues of $2.2 billion decreased 1.5 percent.

• Wholesale voice connections — which includes resale, Unbundled Network Element-Platform (UNE-P) and end-to-end wholesale voice services provided under commercial agreements — totaled 5.8 million at the end of the third quarter 2005, down 12.3 percent from the end of the third quarter 2004. At the same time, continued growth from sales of wholesale special access products — such as high-speed DS1 and DS3 circuits — contributed to the $2.2 billion in quarterly wholesale revenues, an increase of $18 million compared with the second quarter 2005.

• Wireline total operating expenses were $8.1 billion in the third quarter 2005, essentially flat compared with last year’s third quarter.

• Verizon’s Enterprise Solutions Group continued to build on its successful Enterprise Advance initiative by rolling out its next generation IP VPN (Internet Protocol Virtual Private Network) services in the top 100 U.S. markets — entering several markets, such as San Francisco and Milwaukee, for the first time. Third-quarter sales included contracts with the state of Maryland and Masterbrand Cabinets in Indiana.

Wireless:

• Retail customers constitute nearly 96 percent of the company’s total. Retail gross additions increased 5.8 percent over the third quarter 2004. Retail net additions increased 19.7 percent and accounted for 98.5 percent of all net additions in the quarter.

• Service revenues (which do not include taxes and regulatory fees) were $7.3 billion in the third quarter 2005, up 13.8 percent compared with the third quarter 2004. Average monthly service revenue per customer increased 1.4 percent from the second quarter 2005 and decreased 2.8 percent from the third quarter 2004 to $50.13.

• Data services revenue for the third quarter 2005 climbed to 8.4 percent of service revenues, contributing $613 million, as sales of high-speed and broadband 3G (third generation) data services to businesses and consumers continue to gain. The company now has 21.6 million data customers — a 48.1 percent increase compared with a year ago.

• As the industry leader in wireless broadband deployment, Verizon Wireless continued to extend the reach of its national 3G EV-DO high-speed network. During the third quarter, the company expanded its broadband network coverage to now include more than 170 major metropolitan areas, as well as 84 major airports. This is the largest wireless broadband network in the U.S. and is currently available to more than 140 million Americans coast to coast.

Verizon News Release, page 8

• The growth and speed of the company’s national broadband network drove new initiatives to make wireless broadband more widely available for customers. The company announced partnerships with the top three laptop manufacturers — Dell, HP and Lenovo — to embed EV-DO capabilities into the next generation of notebook computers. The company also announced with Microsoft and Palm a new Windows Mobile-based Treo that will run on the Verizon Wireless broadband network.

• The company introduced new music-capable handsets for a total of six. Using memory cards, customers can transfer music, photos and video clips from PCs to these wireless phones. The new handsets also offer V CAST, the nation’s first 3G consumer multimedia service, delivering crystal clear video, movies, 3D games and music clips to 3G handsets, as well as built-in digital cameras, camcorders and Bluetooth technology for hands-free communication. More than 1.6 million of the company’s customers had broadband-capable devices at the end of the quarter.

• Popularity of the company’s Get it Now services continued to climb, with an industry-leading 5.9 billion text messages during the third quarter. In addition, customers exchanged nearly 110 million picture and video messages and had nearly 34 million downloads of games, exclusive content, ringtones and ringback tones.

• During the third quarter, the company continued to expand its distribution channels. Customers may purchase Verizon Wireless service and equipment at Best Buy, Costco, 1,900 Verizon Wireless Communications stores including stores in Circuit City, and 6,000 Verizon Wireless agents nationwide.

• Verizon Wireless ranked highest in call quality or shared highest honors in more regions than any other U.S. wireless provider in the J.D. Power and Associates 2005 Wireless Call Quality Performance Study^SM. The company also received J. D. Power awards for customer satisfaction and providing an excellent retail sales experience.

Information Services:

• Verizon Information Services (VIS) revenue of $857 million decreased 2.9 percent for the third quarter 2005 compared with the third quarter 2004, primarily due to reduced domestic print advertising revenue. However, reductions in total operating expenses have resulted in an improved operating income margin.

• VIS’ domestic online directory and search service, SuperPages.com, achieved growth of 12.7 percent in gross revenues compared with the third quarter of 2004.

Verizon News Release, page 9

International:

• Third-quarter revenues of $572 million represented an increase of 15.3 percent from the third quarter 2004. The increase primarily reflects favorable foreign exchange impacts in the Dominican Republic, as well as wireless growth in Puerto Rico.

Verizon Communications Inc. (NYSE: VZ), a Dow 30 company, is a leader in delivering broadband and other communication innovations to wireline and wireless customers. Verizon operates America’s most reliable wireless network, serving 49.3 million customers nationwide, and one of the nation’s premier wireline networks, serving home, business and wholesale customers in 28 states. Based in New York, Verizon has a diverse workforce of nearly 215,000 and generates annual revenues of more than $71 billion from four business segments: Domestic Telecom, Domestic Wireless, Information Services and International. For more information, visit www.verizon.com.

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VERIZON’S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts, high quality video and images, and other information are available at Verizon’s News Center on the World Wide Web at www.verizon.com/news. To receive news releases by e-mail, visit the News Center and register for customized automatic delivery of Verizon news releases.

NOTE: This press release contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: materially adverse changes in economic and industry conditions and labor matters, including workforce levels and labor negotiations, and any resulting financial and/or operational impact, in the markets served by us or by companies in which we have substantial investments; material changes in available technology; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations; the final results of federal and state regulatory proceedings concerning our provision of retail and wholesale services and judicial review of those results; the effects of competition in our markets; the timing, scope and financial impacts of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; changes in our accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; a significant change in the timing of, or the imposition of any government conditions to, the closing of our business combination transaction with MCI, Inc., if consummated; actual and contingent liabilities in connection with the MCI transaction; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the MCI transaction.

Verizon Communications Inc.

Consolidated Statements of Income

(dollars in millions, except per share amounts)

Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			% Change		9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			% Change
Operating Revenues	$	19,038		$	18,206		4.6		$	55,786		$	53,020		5.2
Operating Expenses
Cost of services and sales		6,536			5,994		9.0			18,917			17,104		10.6
Selling, general & administrative expense		5,351			5,132		4.3			15,818			15,807		.1
Depreciation and amortization expense		3,518			3,483		1.0			10,474			10,345		1.2
Sales of businesses, net		—			—		—			(530	)		—		*
Total Operating Expenses		15,405			14,609		5.4			44,679			43,256		3.3
Operating Income		3,633			3,597		1.0			11,107			9,764		13.8
Equity in earnings of unconsolidated businesses		183			224		(18.3	)		555			635		(12.6	)
Income from other unconsolidated businesses		1			2		(50.0	)		57			74		(23.0	)
Other income and (expense), net		88			16		*			248			(20	)	*
Interest expense		(539	)		(577	)	(6.6	)		(1,640	)		(1,809	)	(9.3	)
Minority interest		(760	)		(682	)	11.4			(2,090	)		(1,835	)	13.9
Income Before Provision for Income Taxes and Discontinued Operations		2,606			2,580		1.0			8,237			6,809		21.0
Provision for income taxes		(737	)		(801	)	(8.0	)		(2,498	)		(2,065	)	21.0
Income Before Discontinued Operations		1,869			1,779		5.1			5,739			4,744		21.0
Discontinued Operations(1)
Income from operations		—			33		(100.0	)		—			89		(100.0	)
Provision for income taxes		—			(16	)	(100.0	)		—			(41	)	(100.0	)
Income on discontinued operations		—			17		(100.0	)		—			48		(100.0	)
Net Income	$	1,869		$	1,796		4.1		$	5,739		$	4,792		19.8
Basic Earnings per Share	$	.68		$	.65		4.6		$	2.07		$	1.73		19.7
Weighted average number of common shares (in millions)		2,765			2,769					2,767			2,769
Diluted Earnings per Share(2)	$	.67		$	.64		4.7		$	2.05		$	1.71		19.9
Weighted average number of common shares-assuming dilution (in millions)		2,817			2,820					2,818			2,833

Footnotes:

(1) Discontinued Operations includes the operations of Verizon Information Services Canada as a result of an agreement to sell the business reached in the third quarter of 2004.

(2) Diluted Earnings per Share include (i) income related to share dilution (exchangeable equity interests and zero coupon convertible debt) of $15 million and $43 million for the third quarter and year-to-date 2005, respectively, and $14 million and $54 million for the third quarter and year-to-date 2004, respectively, and (ii) the dilutive effect of shares issuable under our stock-based compensation plans, exchangeable equity interests and zero coupon convertible debt, which represent the only potential dilution.

* Not meaningful

Verizon Communications Inc.

Consolidated Statements of Income Before Special Items

(dollars in millions, except per share amounts)

Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			% Change		9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			% Change
Operating Revenues(1)
Domestic Telecom	$	9,445		$	9,515		(.7	)	$	28,257		$	28,488		(.8	)
Domestic Wireless		8,351			7,311		14.2			23,615			20,320		16.2
Information Services		857			883		(2.9	)		2,608			2,675		(2.5	)
International		572			496		15.3			1,626			1,470		10.6
Other		(187	)		(148	)	26.4			(522	)		(377	)	38.5
Total Operating Revenues		19,038			18,057		5.4			55,584			52,576		5.7
Operating Expenses(1)
Cost of services and sales		6,536			5,941		10.0			18,844			16,962		11.1
Selling, general & administrative expense		5,290			5,057		4.6			15,706			14,982		4.8
Depreciation and amortization expense		3,518			3,483		1.0			10,474			10,316		1.5
Total Operating Expenses		15,344			14,481		6.0			45,024			42,260		6.5
Operating Income		3,694			3,576		3.3			10,560			10,316		2.4
Operating income impact of operations sold(1)		—			54		(100.0	)		78			149		(47.7	)
Equity in earnings of unconsolidated businesses		183			224		(18.3	)		555			635		(12.6	)
Income from other unconsolidated businesses		1			2		(50.0	)		57			31		83.9
Other income and (expense), net		98			16		*			258			35		*
Interest expense		(539	)		(577	)	(6.6	)		(1,640	)		(1,809	)	(9.3	)
Minority interest		(760	)		(682	)	11.4			(2,090	)		(1,835	)	13.9
Income Before Provision for Income Taxes and Discontinued Operations		2,677			2,613		2.4			7,778			7,522		3.4
Provision for income taxes		(829	)		(814	)	1.8			(2,406	)		(2,338	)	2.9
Income Before Discontinued Operations		1,848			1,799		2.7			5,372			5,184		3.6
Discontinued Operations(2)
Income from operations		—			33		(100.0	)		—			89		(100.0	)
Provision for income taxes		—			(16	)	(100.0	)		—			(41	)	(100.0	)
Income on discontinued operations		—			17		(100.0	)		—			48		(100.0	)
Net Income Before Special Items	$	1,848		$	1,816		1.8		$	5,372		$	5,232		2.7
Basic Earnings per Share	$	.67		$	.66		1.5		$	1.94		$	1.89		2.6
Weighted average number of common shares (in millions)		2,765			2,769					2,767			2,769
Diluted Adjusted Earnings per Share(3)	$	.66		$	.65		1.5		$	1.92		$	1.87		2.7
Weighted average number of common shares-assuming dilution (in millions)		2,817			2,820					2,818			2,833
Footnotes: (1)    Reclassifications of prior period amounts have also been made, where appropriate, to reflect comparable operating results excluding significant operations sold, principally the previously announced Domestic Telecom access lines, as follows:
Revenues	$	—		$	149				$	202		$	444
Expenses	$	—		$	95				$	124		$	295

(2) Discontinued Operations includes the operations of Verizon Information Services Canada as a result of an agreement to sell the business reached in the third quarter of 2004.

(3) Diluted Earnings per Share include (i) income related to share dilution (exchangeable equity interests and zero coupon convertible debt) of $15 million and $43 million for the third quarter and year-to-date 2005, respectively, and $14 million and $54 million for the third quarter and year-to-date 2004, respectively, and (ii) the dilutive effect of shares issuable under our stock-based compensation plans, exchangeable equity interests and zero coupon convertible debt, which represent the only potential dilution.

* Not meaningful

Verizon Communications Inc.

Consolidated Statements of Income - Reconciliations

(dollars in millions, except per share amounts)

				Special and Non-Recurring Items
Unaudited	3 Mos. Ended 9/30/05 Reported (GAAP)			Verizon Center Relocation, Net			Lease Impairment and Other Special Charges			Tax Benefits			Tax on Repatriated Earnings			3 Mos. Ended 9/30/05 Before Special Items
Operating Revenues	$	19,038		$	—		$	—		$	—		$	—		$	19,038
Operating Expenses
Cost of services and sales		6,536			—			—			—			—			6,536
Selling, general & administrative expense		5,351			64			(125	)		—			—			5,290
Depreciation and amortization expense		3,518			—			—			—			—			3,518
Sales of businesses, net		—			—			—			—			—			—
Total Operating Expenses		15,405			64			(125	)		—			—			15,344
Operating Income		3,633			(64	)		125			—			—			3,694
Operating income impact of operations sold		—			—			—			—			—			—
Equity in earnings of unconsolidated businesses		183			—			—			—			—			183
Income from other unconsolidated businesses		1			—			—			—			—			1
Other income and (expense), net		88			—			10			—			—			98
Interest expense		(539	)		—			—			—			—			(539	)
Minority interest		(760	)		—			—			—			—			(760	)
Income Before Provision for Income Taxes and Discontinued Operations		2,606			(64	)		135			—			—			2,677
Provision for income taxes		(737	)		27			(4	)		(94	)		(21	)		(829	)
Income Before Discontinued Operations		1,869			(37	)		131			(94	)		(21	)		1,848
Discontinued Operations
Income from operations		—			—			—			—			—			—
Provision for income taxes		—			—			—			—			—			—
Income on discontinued operations		—			—			—			—			—			—
Net Income	$	1,869		$	(37	)	$	131		$	(94	)	$	(21	)	$	1,848
Basic Earnings per Common Share(1)	$	.68		$	(.01	)	$	.05		$	(.03	)	$	(.01	)	$	.67
Diluted Earnings per Common Share(1)	$	.67		$	(.01	)	$	.05		$	(.03	)	$	(.01	)	$	.66

				Special and Non-Recurring Items
Unaudited	3 Mos. Ended 9/30/04 Reported (GAAP)			Severance, Pension and Benefit Charges			Impact of Operations Sold			3 Mos. Ended 9/30/04 Before Special Items
Operating Revenues	$	18,206		$	—		$	(149	)	$	18,057
Operating Expenses
Cost of services and sales		5,994			—			(53	)		5,941
Selling, general & administrative expense		5,132			(33	)		(42	)		5,057
Depreciation and amortization expense		3,483			—			—			3,483
Total Operating Expenses		14,609			(33	)		(95	)		14,481
Operating Income		3,597			33			(54	)		3,576
Operating income impact of operations sold		—			—			54			54
Equity in earnings of unconsolidated businesses		224			—			—			224
Income from other unconsolidated businesses		2			—			—			2
Other income and (expense), net		16			—			—			16
Interest expense		(577	)		—			—			(577	)
Minority interest		(682	)		—			—			(682	)
Income Before Provision for Income Taxes and Discontinued Operations		2,580			33			—			2,613
Provision for income taxes		(801	)		(13	)		—			(814	)
Income Before Discontinued Operations		1,779			20			—			1,799
Discontinued Operations
Income from operations		33			—			—			33
Provision for income taxes		(16	)		—			—			(16	)
Income on discontinued operations		17			—			—			17
Net Income	$	1,796		$	20		$	—		$	1,816
Basic Earnings per Common Share(1)	$	.65		$	.01		$	—		$	.66
Diluted Earnings per Common Share(1)	$	.64		$	.01		$	—		$	.65

Footnote:

(1) EPS totals may not add across due to rounding.

Note: See www.verizon.com/investor for a reconciliation of other non-GAAP measures included in this Quarterly Bulletin.

Verizon Communications Inc.

Consolidated Statements of Income - Reconciliations

	(dollars in millions, except per share amounts)
				Special and Non-Recurring Items
Unaudited	9 Mos. Ended 9/30/05 Reported (GAAP)			Sales of Businesses, Net			Impact of Operations Sold			Verizon Center Relocation, Net			Lease Impairment and Other Special Charges			Tax Benefits			Tax on Repatriated Earnings		9 Mos. Ended 9/30/05 Before Special Items
Operating Revenues	$	55,786		$	—		$	(202	)	$	—		$	—		$	—		$	—	$	55,584
Operating Expenses
Cost of services and sales		18,917			—			(73	)		—			—			—			—		18,844
Selling, general & administrative expense		15,818			—			(51	)		64			(125	)		—			—		15,706
Depreciation and amortization expense		10,474			—			—			—			—			—			—		10,474
Sales of businesses, net		(530	)		530			—			—			—			—			—		—
Total Operating Expenses		44,679			530			(124	)		64			(125	)		—			—		45,024
Operating Income		11,107			(530	)		(78	)		(64	)		125			—			—		10,560
Operating income impact of operations sold		—			—			78			—			—			—			—		78
Equity in earnings of unconsolidated businesses		555			—			—			—			—			—			—		555
Income from other unconsolidated businesses		57			—			—			—			—			—			—		57
Other income and (expense), net		248			—			—			—			10			—			—		258
Interest expense		(1,640	)		—			—			—			—			—			—		(1,640	)
Minority interest		(2,090	)		—			—			—			—			—			—		(2,090	)
Income Before Provision for Income Taxes and Discontinued Operations		8,237			(530	)		—			(64	)		135			—			—		7,778
Provision for income taxes		(2,498	)		194			—			27			(4	)		(336	)		211		(2,406	)
Income Before Discontinued Operations		5,739			(336	)		—			(37	)		131			(336	)		211		5,372
Discontinued Operations
Income from operations		—			—			—			—			—			—			—		—
Provision for income taxes		—			—			—			—			—			—			—		—
Income on discontinued operations		—			—			—			—			—			—			—		—
Net Income	$	5,739		$	(336	)	$	—		$	(37	)	$	131		$	(336	)	$	211	$	5,372
Basic Earnings per Common Share(1)	$	2.07		$	(.12	)	$	—		$	(.01	)	$	.05		$	(.12	)	$	.08	$	1.94
Diluted Earnings per Common Share(1)	$	2.05		$	(.12	)	$	—		$	(.01	)	$	.05		$	(.12	)	$	.07	$	1.92

				Special and Non-Recurring Items
Unaudited	9 Mos. Ended 9/30/04 Reported (GAAP)			Severance, Pension and Benefit Charges			Impact of Operations Sold			Sales of Investments, Net			Other Special Items			9 Mos. Ended 9/30/04 Before Special Items
Operating Revenues	$	53,020		$	—		$	(444	)	$	—		$	—		$	52,576
Operating Expenses
Cost of services and sales		17,104			—			(142	)		—			—			16,962
Selling, general & administrative expense		15,807			(792	)		(124	)		—			91			14,982
Depreciation and amortization expense		10,345			—			(29	)		—			—			10,316
Total Operating Expenses		43,256			(792	)		(295	)		—			91			42,260
Operating Income		9,764			792			(149	)		—			(91	)		10,316
Operating income impact of operations sold		—			—			149			—			—			149
Equity in earnings of unconsolidated businesses		635			—			—			—			—			635
Income from other unconsolidated businesses		74			—			—			(43	)		—			31
Other income and (expense), net		(20	)		—			—			—			55			35
Interest expense		(1,809	)		—			—			—			—			(1,809	)
Minority interest		(1,835	)		—			—			—			—			(1,835	)
Income Before Provision for Income Taxes and Discontinued Operations		6,809			792			—			(43	)		(36	)		7,522
Provision for income taxes		(2,065	)		(307	)		—			—			34			(2,338	)
Income Before Discontinued Operations		4,744			485			—			(43	)		(2	)		5,184
Discontinued Operations
Income from operations		89			—			—			—			—			89
Provision for income taxes		(41	)		—			—			—			—			(41	)
Income on discontinued operations		48			—			—			—			—			48
Net Income	$	4,792		$	485		$	—		$	(43	)	$	(2	)	$	5,232
Basic Earnings per Common Share(1)	$	1.73		$	.18		$	—		$	(.02	)	$	—		$	1.89
Diluted Earnings per Common Share(1)	$	1.71		$	.17		$	—		$	(.02	)	$	—		$	1.87

Footnote:

(1) EPS totals may not add across due to rounding.

Note: See www.verizon.com/investor for a reconciliation of other non-GAAP measures included in this Quarterly Bulletin.

Verizon Communications Inc.

Selected Financial and Operating Statistics

	(dollars in millions, except per share amounts)
Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04
Debt to debt and shareowners’ equity ratio-end of period		50.1	%		53.5	%		50.1	%		53.5	%
Book value per common share	$	14.19		$	12.70		$	14.19		$	12.70
Cash dividends declared per common share	$	.405		$	.385		$	1.215		$	1.155
Common shares outstanding (in millions)
End of period		2,765			2,769			2,765			2,769
Capital expenditures (including capitalized software)
Domestic Telecom	$	2,172		$	1,761		$	6,216		$	4,703
Domestic Wireless		1,623			1,374			4,962			4,121
Information Services		20			18			53			49
International		70			98			192			195
Other		12			2			129			9
Total	$	3,897		$	3,253		$	11,552		$	9,077
Total employees (1)		214,882			206,616			214,882			206,616

Footnote:

(1) Prior period adjusted to reflect comparable figure.

Verizon Communications Inc.

Consolidated Balance Sheets

	(dollars in millions)
Unaudited	9/30/05			12/31/04			$ Change
Assets
Current assets
Cash and cash equivalents	$	616		$	2,290		$	(1,674	)
Short-term investments		1,208			2,257			(1,049	)
Accounts receivable, net		9,337			9,801			(464	)
Inventories		1,503			1,535			(32	)
Assets held for sale		—			950			(950	)
Prepaid expenses and other		2,608			2,646			(38	)
Total current assets		15,272			19,479			(4,207	)
Plant, property and equipment		192,506			185,522			6,984
Less accumulated depreciation		117,314			111,398			5,916
		75,192			74,124			1,068
Investments in unconsolidated businesses		5,754			5,855			(101	)
Wireless licenses		47,725			42,090			5,635
Goodwill		836			837			(1	)
Other intangible assets, net		4,363			4,521			(158	)
Other assets		19,159			19,052			107
Total Assets	$	168,301		$	165,958		$	2,343
Liabilities and Shareowners’ Investment
Current liabilities
Debt maturing within one year	$	5,048		$	3,593		$	1,455
Accounts payable and accrued liabilities		12,760			13,177			(417	)
Liabilities related to assets held for sale		—			525			(525	)
Other		5,831			5,834			(3	)
Total current liabilities		23,639			23,129			510
Long-term debt		34,391			35,674			(1,283	)
Employee benefit obligations		18,570			17,941			629
Deferred income taxes		22,527			22,532			(5	)
Other liabilities		3,978			4,069			(91	)
Minority interest		25,973			25,053			920
Shareowners’ investment
Common stock		277			277			—
Contributed capital		25,361			25,404			(43	)
Reinvested earnings		15,365			12,984			2,381
Accumulated other comprehensive loss		(1,710	)		(1,053	)		(657	)
Common stock in treasury, at cost		(303	)		(142	)		(161	)
Deferred compensation - employee stock ownership plans and other		233			90			143
Total shareowners’ investment		39,223			37,560			1,663
Total Liabilities and Shareowners’ Investment	$	168,301		$	165,958		$	2,343

Verizon Communications Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in millions)

Unaudited	9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			$ Change
Cash Flows From Operating Activities
Income before discontinued operations	$	5,739		$	4,744		$	995
Adjustments to reconcile income before discontinued operations to net cash provided by operating activities:
Depreciation and amortization expense		10,474			10,345			129
Sales of businesses, net		(530	)		—			(530	)
Employee retirement benefits		1,300			1,679			(379	)
Deferred income taxes		(917	)		968			(1,885	)
Provision for uncollectible accounts		1,007			876			131
Income from unconsolidated businesses		(612	)		(709	)		97
Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses		(1,964	)		(2,344	)		380
Other, net		778			(65	)		843
Net cash provided by operating activities		15,275			15,494			(219	)
Cash Flows From Investing Activities
Capital expenditures (including capitalized software)		(11,552	)		(9,077	)		(2,475	)
Acquisitions, net of cash acquired, and investments		(4,630	)		(300	)		(4,330	)
Proceeds from disposition of businesses		1,326			117			1,209
Net change in short-term investments		938			1,174			(236	)
Other, net		293			261			32
Net cash used in investing activities		(13,625	)		(7,825	)		(5,800	)
Cash Flows From Financing Activities
Proceeds from long-term borrowings		1,486			502			984
Repayments of long-term borrowings and capital lease obligations		(2,464	)		(4,867	)		2,403
Increase (decrease) in short-term obligations, excluding current maturities		1,121			(79	)		1,200
Dividends paid		(3,308	)		(3,198	)		(110	)
Proceeds from sale of common stock		37			220			(183	)
Purchase of common stock for treasury		(221	)		(257	)		36
Other, net		25			(43	)		68
Net cash used in financing activities		(3,324	)		(7,722	)		4,398
Decrease in cash and cash equivalents		(1,674	)		(53	)		(1,621	)
Cash and cash equivalents, beginning of period		2,290			669			1,621
Cash and cash equivalents, end of period	$	616		$	616		$	—

Verizon Communications Inc.

Domestic Telecom – Selected Financial Results

(dollars in millions)

Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			% Change		9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			% Change
Operating Revenues
Local services	$	4,379		$	4,565		(4.1	)	$	13,225		$	13,773		(4.0	)
Network access services		3,069			2,982		2.9			9,146			9,040		1.2
Long distance services		1,103			1,078		2.3			3,266			3,088		5.8
Other services		894			890		.4			2,620			2,587		1.3
Total Operating Revenues		9,445			9,515		(.7	)		28,257			28,488		(.8	)
Operating Expenses
Cost of services and sales		3,932			3,753		4.8			11,633			11,027		5.5
Selling, general & administrative expense		2,016			2,168		(7.0	)		6,288			6,583		(4.5	)
Depreciation and amortization expense		2,197			2,215		(.8	)		6,582			6,652		(1.1	)
Total Operating Expenses		8,145			8,136		.1			24,503			24,262		1.0
Operating Income	$	1,300		$	1,379		(5.7	)	$	3,754		$	4,226		(11.2	)
Operating Income Margin		13.8	%		14.5	%				13.3	%		14.8	%
Segment Income	$	537		$	622		(13.7	)	$	1,500		$	1,948		(23.0	)

Footnotes:

The segment financial results above are adjusted to exclude the effects of special and non-recurring items. The company’s chief decision makers exclude these items in assessing business unit performance, primarily due to their non-operational nature.

Intersegment transactions have not been eliminated.

Certain reclassifications have been made, where appropriate, to reflect comparable operating results.

Verizon Communications Inc.

Domestic Telecom – Selected Operating Statistics

Unaudited	3 Mos. Ended 9/30/05		3 Mos. Ended 9/30/04		% Change		9 Mos. Ended 9/30/05		9 Mos. Ended 9/30/04		% Change
Switched access lines in service (000)
Residence		31,629		34,289	(7.8	)		31,629		34,289	(7.8	)
Business		17,660		18,264	(3.3	)		17,660		18,264	(3.3	)
Public		400		430	(7.0	)		400		430	(7.0	)
Total		49,689		52,983	(6.2	)		49,689		52,983	(6.2	)
Wholesale voice connections* (000)		5,841		6,661	(12.3	)		5,841		6,661	(12.3	)
Minutes of use from Carriers and CLECs (in millions)		51,662		55,224	(6.5	)		156,376		169,185	(7.6	)
Long distance lines (000)		18,150		17,028	6.6			18,150		17,028	6.6
Broadband connections (000)		4,531		3,184	42.3			4,531		3,184	42.3
High capacity and digital data revenues ($ in millions)
Data transport	$	1,943	$	1,749	11.1		$	5,690	$	5,125	11.0
Data solutions		219		200	9.5			608		543	12.0
Total revenues	$	2,162	$	1,949	10.9		$	6,298	$	5,668	11.1

Footnotes:

* Resale and UNE-P lines, including lines covered under commercial agreements.

Certain reclassifications have been made, where appropriate, to reflect comparable operating results.

Verizon Communications Inc.

Verizon Wireless – Selected Financial Results

	(dollars in millions)
Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			% Change	9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			% Change
Revenues
Service revenues	$	7,270		$	6,389		13.8	$	20,701		$	17,933		15.4
Equipment and other		1,081			922		17.2		2,914			2,387		22.1
Total Revenues		8,351			7,311		14.2		23,615			20,320		16.2
Operating Expenses
Cost of services and sales		2,519			2,107		19.6		6,899			5,619		22.8
Selling, general & administrative expense		2,814			2,411		16.7		8,051			6,933		16.1
Depreciation and amortization expense		1,199			1,147		4.5		3,524			3,305		6.6
Total Operating Expenses		6,532			5,665		15.3		18,474			15,857		16.5
Operating Income	$	1,819		$	1,646		10.5	$	5,141		$	4,463		15.2
Operating Income Margin		21.8	%		22.5	%			21.8	%		22.0	%
Segment Income	$	574		$	478		20.1	$	1,524		$	1,249		22.0
Selected Operating Statistics
Subscribers (000)		49,291			42,118		17.0		49,291			42,118		17.0
Penetration		19.9	%		17.5	%			19.9	%		17.5	%
Subscriber net adds in period(1) (000)		1,918			1,674		14.6		5,475			4,596		19.1
Total churn rate, including prepaid		1.3	%		1.5	%			1.3	%		1.5	%

Footnotes:

The segment financial results above are adjusted to exclude the effects of special and non-recurring items. The company’s chief decision makers exclude these items in assessing business unit performance, primarily due to their non-operational nature.

Intersegment transactions have not been eliminated.

(1) Includes acquisition of 32,000 subscribers, 4,000 subscribers and 11,000 subscribers in the first, second and third quarters of 2005, respectively.

Verizon Communications Inc.

Information Services – Selected Financial Results

	(dollars in millions)
Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			% Change		9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			% Change
Operating Revenues	$	857		$	883		(2.9	)	$	2,608		$	2,675		(2.5	)
Operating Expenses
Cost of services and sales		141			126		11.9			444			394		12.7
Selling, general & administrative expense		252			324		(22.2	)		826			983		(16.0	)
Depreciation and amortization expense		23			23		—			69			65		6.2
Total Operating Expenses		416			473		(12.1	)		1,339			1,442		(7.1	)
Operating Income	$	441		$	410		7.6		$	1,269		$	1,233		2.9
Operating Income Margin		51.5	%		46.4	%				48.7	%		46.1	%
Segment Income	$	279		$	244		14.3		$	798		$	743		7.4

Footnotes:

The segment financial results above are adjusted to exclude the effects of special and non-recurring items. The company’s chief decision makers exclude these items in assessing business unit performance, primarily due to their non-operational nature.

Intersegment transactions have not been eliminated.

Information Services results for the prior year exclude the operations of Verizon Information Services Canada as a result of an agreement to sell the business reached in the third quarter of 2004. The sale was completed in the fourth quarter of 2004.

Certain reclassifications have been made, where appropriate, to reflect comparable operating results.

Verizon Communications Inc.

International – Selected Financial Results

	(dollars in millions)
Unaudited	3 Mos. Ended 9/30/05			3 Mos. Ended 9/30/04			% Change		9 Mos. Ended 9/30/05			9 Mos. Ended 9/30/04			% Change
Operating Revenues	$	572		$	496		15.3		$	1,626		$	1,470		10.6
Operating Expenses
Cost of services and sales		180			153		17.6			543			456		19.1
Selling, general & administrative expense		173			136		27.2			491			351		39.9
Depreciation and amortization expense		85			80		6.3			255			237		7.6
Total Operating Expenses		438			369		18.7			1,289			1,044		23.5
Operating Income	$	134		$	127		5.5		$	337		$	426		(20.9	)
Operating Income Margin		23.4	%		25.6	%				20.7	%		29.0	%
Equity in Earnings of Unconsolidated Businesses	$	220		$	238		(7.6	)	$	653		$	726		(10.1	)
Income from Other Unconsolidated Businesses	$	—		$	2		(100.0	)	$	56		$	31		80.6
Segment Income	$	349		$	319		9.4		$	971		$	887		9.5

Footnotes:

The segment financial results above are adjusted to exclude the effects of special and non-recurring items. The company’s chief decision makers exclude these items in assessing business unit performance, primarily due to their non-operational nature.

Intersegment transactions have not been eliminated.

Verizon Communications Inc.

Other Reconciliations

(dollars in millions)

Unaudited	3 Mos. Ended 9/30/05
EBITDA - Verizon Wireless
Segment income:
Domestic Telecom	$	537
Verizon Wireless		574
Information Services		279
International		349
Total segments		1,739
Corporate and other		130
Consolidated net income	$	1,869
Verizon Wireless EBITDA
Segment income	$	574
Add/subtract non-operating items:
Provision for income taxes		366
Minority interest		745
Interest expense		137
Other income/(expense), net		(2	)
Equity in earnings of unconsolidated businesses		(1	)
Operating income		1,819
Add depreciation and amortization expense		1,199
Verizon Wireless EBITDA	$	3,018
Verizon Wireless total revenues	$	8,351
Verizon Wireless service revenues	$	7,270
Verizon Wireless operating income margin		21.8	%
Verizon Wireless EBITDA margin		41.5	%