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, 2008

(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.)

140 West Street New York, New York	10007
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

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, 2008 issued by Verizon Communications Inc. (Verizon).

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 items of revenues, expenses, gains and losses primarily as a result of their non-operational and/or non-recurring nature. This also includes the current and prior periods’ operating revenues and operating expenses of non-strategic local exchange and related business assets in Maine, New Hampshire, and Vermont that were spun off in the current year-to-date period, which were determined using specific information where available and allocations where data is not maintained on a state-specific basis within Verizon’s books and records. 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, 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 press release.

Management believes that Verizon Wireless’s cash expense per customer and 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 operating financial performance. Verizon Wireless’s cash expense per customer is determined by subtracting equipment and other revenue from Verizon Wireless’s cost of sales and services and selling, general and administrative expenses, divided by average customers during the period. 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 cash expense per customer, 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. Cash expense per customer is determined by reflecting equipment and other revenue on a net cost basis in order to illustrate the impact of the net cost of selling handsets and other equipment to the customers and other similar transactions with customers. 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 that more emphasis should be placed on it than the corresponding GAAP measure. Management believes that this presentation assists readers in preparing comparisons of this type of performance measure (operating profitability) using the GAAP measure as well as the measure management uses to evaluate segment results and perform comparisons to other wireless carriers.

It is management’s intent to provide non-GAAP financial information to enhance understanding of Verizon’s GAAP financial statements and it 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, 2008	/s/ Thomas A. Bartlett
	Thomas A. Bartlett
	Senior Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
99	Press release and financial tables, dated October 27, 2008 issued by Verizon Communications Inc. and contained in its investor relations bulletin.

EX-99

Exhibit 99

NEWS RELEASE

FOR IMMEDIATE RELEASE
October 27, 2008	Media contacts:
	Peter Thonis
	212-395-2355 peter.thonis@verizon.com
	Bob Varettoni
	908-559-6388
	robert.a.varettoni@verizon.com

Verizon Reports Continued Growth in 3Q

Strong Sales of Verizon Wireless Services, FiOS Internet and TV, and Strategic Business Services; Continued Solid Revenue and Cash Flow Growth

3Q 2008 HIGHLIGHTS

Consolidated Results

• 59 cents in diluted EPS and 66 cents in adjusted EPS (non-GAAP), compared with 3Q 2007 diluted EPS of 44 cents reported and 63 cents adjusted.

• $24.8 billion in quarterly revenues — adjusted growth of 5.4 percent (non-GAAP).

Wireless

• 1.5 million organic net customer additions, all retail (non-wholesale); 2.1 million total retail net additions including customers from acquisitions.

• 70.8 million total customers; 68.8 million retail customers, up 11.3 percent.

• Industry-leading low churn — 1.33 percent total churn and 1.03 percent retail post-paid churn.

• 12.5 percent increase in total revenues; data revenues up 42.5 percent; 44.2 percent EBITDA margin on service revenues (non-GAAP).

Wireline

• 233,000 net new FiOS TV customers and 225,000 net new FiOS Internet customers.

• 12.8 percent increase in consumer ARPU in legacy telecom markets; 45.3 percent growth in consumer broadband and video revenues.

• 15.4 percent increase in Verizon Business strategic services revenues.

• 8th consecutive quarter of year-over-year pro-forma Verizon Business revenue growth.

Verizon News Release, page 2

Note: Comparisons are year over year unless otherwise noted. See the accompanying schedules and www.verizon.com/investor for reconciliations to generally accepted accounting principles (GAAP) for non-GAAP financial measures cited in this news release. Discontinued operations relate to the disposition of Telecomunicaciones de Puerto Rico, Inc. that was completed on March 30, 2007. Reclassifications of prior-period amounts have been made, where appropriate, to reflect comparable operating results for the spinoff of the Wireline segment’s non-strategic local exchange and related business assets in Maine, New Hampshire and Vermont in the first quarter of 2008.

NEW YORK — Verizon Communications Inc. (NYSE:VZ) today reported strong results in the third quarter 2008, supported by Verizon Wireless’ continued strong performance, accelerating numbers of new FiOS customers, and continued increased sales of strategic business services.

Verizon reported 59 cents in diluted earnings per share (EPS) in the third quarter 2008, compared with 44 cents per share in the third quarter 2007.

On an adjusted basis (non-GAAP), third-quarter 2008 earnings were 66 cents per share, compared with 63 cents per share in the third quarter 2007.

Continued Growth in 3Q

“Verizon again reported solid revenue, earnings and cash flow growth this quarter,” said Chairman and CEO Ivan Seidenberg. “The strategic investments we made over the past few years continue to drive growth in wireless, enterprise, broadband and video.

“Although the capital markets and economy may present challenges, we will continue to execute on our business plan and invest for future growth,” he said. “We increased the dividend 7 percent this quarter, reflecting confidence in continued growth opportunities. Verizon has a great set of assets and an employee team focused on creating value for our customers and shareholders.”

Strong Revenues and Cash Flows

Verizon’s total operating revenues grew 4.1 percent to $24.8 billion in the third quarter 2008, from $23.8 billion in the third quarter 2007. This is an increase of 5.4 percent when

Verizon News Release, page 3

adjusted for the spinoff of non-strategic local exchange and related Wireline business assets earlier this year (non-GAAP). Total operating expenses increased 5.2 percent to $20.6 billion, or 5.4 percent on an adjusted basis, comparing third-quarter 2008 with third-quarter 2007.

Cash flows from continuing operations were $19.1 billion through the first nine months of 2008, up 5.9 percent compared with the same period last year. Capital expenditures were $12.6 billion through the first nine months of 2008, down more than $200 million over the same period last year. Verizon is on track to deliver lower overall capital spending in 2008, compared with 2007. Total debt was $44.8 billion, compared with $43.1 billion at the end of the second quarter 2008.

Details of 3Q Adjustments

Adjusted earnings in the third quarter 2008 excluded $164 million after-tax, or 6 cents per share, for severance, pension and benefit charges recognized primarily as a result of workforce reductions; and $32 million after-tax, or 1 cent per share, for merger integration costs. Adjusted earnings in the third quarter 2007 excluded charges of 19 cents per share in special items: 16 cents per share for international taxes, 2 cents per share for costs related to the spinoff of non-strategic Wireline assets and 1 cent per share for merger integration costs.

Wireless Continues Strong and Steady Growth

Verizon Wireless continued its uninterrupted record of industry-leading customer loyalty and profitability. In the third quarter:

• Wireless retail gross customer additions were strong, up 5.3 percent over the prior year.

• Organic growth (growth from sources other than acquisitions) was 1.5 million retail net customer additions, essentially all post-paid.

Verizon News Release, page 4

• Total growth was 2.1 million retail net additions. This included 630,000 retail customers from the Rural Cellular Corp. acquisition, and Verizon expects to have a net loss of approximately 120,000 of these customers under an exchange agreement with another carrier. Verizon Wireless had 70.8 million total customers at the end of the quarter.

• The company continues to have a high-quality customer base, with 68.8 million retail wireless customers — the most of any wireless brand in the U.S.

• Verizon Wireless had industry-leading (lowest) total churn for the 16th consecutive quarter, at 1.33 percent. Among the company’s retail post-paid customers, churn was even lower at 1.03 percent.

• Verizon Wireless continued its double-digit revenue growth, with total revenues of $12.7 billion, up 12.5 percent year over year. Service revenues were $10.9 billion, up 12.2 percent year over year, driven by customer growth and demand for data services.

• This revenue growth was driven by ARPU (average monthly revenue per customer), which increased year over year for the 10th consecutive quarter. Total service ARPU of $52.18 was up 0.9 percent year over year, reflecting strong growth in total data ARPU, which was up 28.3 percent.

• Wireless operating income margin was 27.3 percent, up 20 basis points year over year.

• EBITDA margin on service revenues (non-GAAP) was 44.2 percent. (EBITDA is earnings before interest, taxes, depreciation and amortization.)

FiOS Customer Growth Accelerates

Verizon Wireline reported accelerated growth of FiOS sales and continued increased sales of enterprise strategic services. In the third quarter (with prior-period comparisons adjusted to reflect the impact of the spinoff of non-strategic Wireline assets):

Verizon News Release, page 5

• Verizon added 233,000 net new FiOS TV customers, compared with 176,000 in the second quarter 2008. The company has 1.6 million FiOS TV customers, compared with more than 700,000 FiOS TV customers at the end of third-quarter 2007.

• Verizon added 225,000 net new FiOS Internet customers, compared with 187,000 in the second quarter 2008. The company has 2.2 million FiOS Internet customers, compared with 1.3 million FiOS Internet customers at the end of third-quarter 2007.

• FiOS Internet sales penetration (sales as a percentage of potential customers) increased to 24.2 percent, compared with 20.0 percent in last year’s third quarter. FiOS Internet is available for sale to nearly 9.1 million premises.

• FiOS TV sales penetration increased to 19.7 percent, compared with 15.2 percent in last year’s third quarter. Verizon made FiOS TV service available for sale to a record 1.2 million additional premises in the quarter, bringing the total to 8.2 million.

• Broadband and video revenues from consumer customers totaled $1.1 billion in the third quarter, representing year-over-year growth of 45.3 percent.

• Growing revenue from broadband and video services drove consumer ARPU in legacy Verizon wireline markets (which excludes consumer markets served by the former MCI) to $66.67, a 12.8 percent increase compared with last year’s third quarter.

• Verizon Business had total revenues of $5.4 billion, or growth of 1.2 percent compared with last year’s third quarter. This was Verizon Business’ eighth consecutive quarter of year-over-year pro-forma revenue growth (non-GAAP, calculated as if Verizon and MCI had merged on Jan. 1, 2005).

Verizon News Release, page 6

• Sales of strategic services — such as IP (Internet protocol), managed services, Ethernet and optical ring services — continued to drive growth at Verizon Business. These services generated $1.6 billion in revenue, up 15.4 percent from third-quarter 2007.

Additional Highlights

Wireless

• Verizon Wireless completed its purchase of Rural Cellular on Aug. 7, 2008. The acquisition will expand the company’s network coverage to many rural markets around the country.

• At the end of the third quarter, 97 percent of the company’s base was retail (post-pay and pre-pay) and 93 percent was retail post-pay.

• Verizon Wireless continued to lead the industry in cost efficiency. Cash expense per customer per month (non-GAAP) was $29.12 in the third quarter 2008, an increase of 1.7 percent over the third quarter 2007 and 3.9 percent from the second quarter 2008.

• Data revenues grew 42.5 percent over the prior year, to $2.8 billion. The company had 52.6 million retail data customers in September (approximately three-quarters of its retail base), a 25.3 percent increase over the prior year.

• The company continued to extend the reach of its nationwide wireless broadband network to make the nation’s largest and most reliable 3G (third-generation) network available to a greater number of Americans — more than 260 million at the end of the third quarter. More than 60 percent of the company’s retail customers — 43.2 million — had 3G broadband-capable devices at the end of the quarter.

• To offer customers both the reliability of Verizon Wireless’ 3G network and the full power of a revolutionary touch-screen, multimedia smartphone, Verizon Wireless announced the BlackBerry Storm will be available later this fall. Designed for both consumers and business customers, the BlackBerry Storm offers the dependability of the BlackBerry platform; global connectivity; and premium services and features, such as Web browsing, music and video, turn-by-turn satellite navigation, messaging and social networking. The Blackberry Storm will be sold exclusively by Verizon Wireless in the U.S. and by Vodafone in Europe, India, Australia and New Zealand.

• Since the end of the second quarter, the company introduced two new rugged phones — the G’zOne Boulder and the Motorola Adventure V750. These are designed to withstand extreme conditions and provide access to Verizon Wireless’ Push to Talk service — a fast, two-way communication that instantly connects customers to co-workers and leverages the high speeds of the company’s EV-DO (Rev.A) network. Other devices included new multimedia handsets by LG — the Dare and the Chocolate 3 — and the Samsung Knack for customers who want simple features and functionality.

Verizon News Release, page 7

• During the quarter, Verizon Wireless customers sent or received more than 80 billion text messages and nearly 1.5 billion picture/video messages. Customers also completed 43 million music and video downloads.

• Through a five-year agreement announced earlier this year, Qwest Communications began selling Verizon Wireless products and services to residential and business customers in its residential service area.

Wireline

• Wireline total operating revenues were $12.2 billion, a 1.7 percent decrease compared with the third quarter 2007. Wireline total operating expenses decreased 1.1 percent over the same period.

• Verizon’s broadband fiber-to-the-premises network passed 11.9 million premises throughout the company’s wireline service territory by the end of the quarter.

• Total broadband connections were 8.5 million, a net increase of 129,000 over the second quarter 2008. This includes a decrease of 96,000 DSL-based Verizon High Speed Internet connections, which was more than offset by the increase in FiOS Internet customers. The 8.5 million is a 9.1 percent year-over-year increase.

• Broadband and TV products now account for 29.1 percent of consumer ARPU in legacy markets, compared with 27.6 percent in the second quarter 2008. The ARPU among FiOS customers continues to be more than $130 per month.

• Wireline data revenues — which now represent 42.9 percent of total Wireline revenues — were $5.2 billion, an increase of 14.6 percent compared with the third quarter 2007. This includes revenues from consumer broadband services, wholesale data transport and Verizon Business data services.

• Verizon Business, which delivers integrated global communications and IT solutions to large-business and government customers, announced significant capability enhancements. These included professional services aimed at gaining flexibility, cost control and savings from virtualized environments; an expanded suite of unified communications tools in conjunction with Cisco; a new managed wireless local area network-access offering; a new Network Access Control security service; a consolidated Global Billing Report; an enhanced interface for connecting with more than 70,000 Verizon Wi-Fi hot spots worldwide; and an extension of the company’s enterprise mobility access services to Latin America.

• Verizon Business continued to expand its global network reach and capabilities, announcing during the quarter that the first phase of the Trans-Pacific Express submarine cable system directly connecting Mainland China, the U.S., South Korea and Taiwan is ready for service. The company also began a significant expansion of its operations in India, activating Private IP nodes in five major business centers following receipt of international and national long-distance licenses earlier this year.

Verizon News Release, page 8

• Additional global network enhancements included installing 27 additional Private IP edge switches globally for a total of 621 edge switches in 158 markets; completing the first phase of the company’s U.S. optical mesh network; expanding its mesh network in the Asia-Pacific region to Taiwan, Hong Kong and Korea; and deploying an additional 1,348 ultra long haul route-miles in the U.S.

• New commercial customer agreements included CA Inc., First Data, H&R Block, Husqvarna and Kuwait Petroleum International Ltd. Verizon Business also signed new contracts with several U.S. government agencies.

Verizon Communications Inc. (NYSE:VZ), headquartered in New York, is a leader in delivering broadband and other wireline and wireless communication innovations to mass market, business, government and wholesale customers. Verizon Wireless operates America’s most reliable wireless network, serving nearly 71 million customers nationwide. Verizon’s Wireline operations include Verizon Business, which delivers innovative and seamless business solutions to customers around the world, and Verizon Telecom, which brings customers the benefits of converged communications, information and entertainment services over the nation’s most advanced fiber-optic network. A Dow 30 company, Verizon employs a diverse workforce of more than 228,000 and last year generated consolidated operating revenues of $93.5 billion. For more information, visit www.verizon.com.

####

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 news 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, including disruption of our suppliers’ provisioning of critical products or services; the impact of natural or man-made disasters or litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing; 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 impact 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; and the ability to complete acquisitions and dispositions.

Verizon Communications Inc.

Condensed Consolidated Statements of Income

(dollars in millions, except per share amounts)

Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 9/30/07			% Change		9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			% Change
Operating Revenues	$	24,752		$	23,772		4.1		$	72,709		$	69,629		4.4
Operating Expenses
Cost of services and sales		10,048			9,608		4.6			29,031			27,751		4.6
Selling, general & administrative expense		6,879			6,349		8.3			19,808			19,012		4.2
Depreciation and amortization expense		3,652			3,605		1.3			10,818			10,711		1.0
Total Operating Expenses		20,579			19,562		5.2			59,657			57,474		3.8
Operating Income		4,173			4,210		(0.9	)		13,052			12,155		7.4
Equity in earnings of unconsolidated businesses		211			147		43.5			458			492		(6.9	)
Other income and (expense), net		105			49		*			220			124		77.4
Interest expense		(440	)		(450	)	(2.2	)		(1,302	)		(1,390	)	(6.3	)
Minority interest		(1,530	)		(1,298	)	17.9			(4,459	)		(3,720	)	19.9
Income Before Provision for Income Taxes, Discontinued Operations and Extraordinary Item		2,519			2,658		(5.2	)		7,969			7,661		4.0
Provision for income taxes		(850	)		(1,387	)	(38.7	)		(2,776	)		(3,223	)	(13.9	)
Income Before Discontinued Operations and Extraordinary Item		1,669			1,271		31.3			5,193			4,438		17.0
Income from discontinued operations, net of tax (1)		—			—		*			—			142		(100.0	)
Extraordinary item, net of tax		—			—		*			—			(131	)	(100.0	)
Net Income	$	1,669		$	1,271		31.3		$	5,193		$	4,449		16.7
Basic Earnings per Common Share (2)
Income before discontinued operations and extraordinary item	$	.59		$	.44		34.1		$	1.82		$	1.53		19.0
Income from discontinued operations, net of tax		—			—		*			—			.05		(100.0	)
Extraordinary item, net of tax		—			—		*			—			(.05	)	(100.0	)
Net income	$	.59		$	.44		34.1		$	1.82		$	1.53		19.0
Weighted average number of common shares (in millions)		2,844			2,896					2,852			2,902
Diluted Earnings per Common Share (2) (3)
Income before discontinued operations and extraordinary item	$	.59		$	.44		34.1		$	1.82		$	1.53		19.0
Income from discontinued operations, net of tax		—			—		*			—			.05		(100.0	)
Extraordinary item, net of tax		—			—		*			—			(.05	)	(100.0	)
Net income	$	.59		$	.44		34.1		$	1.82		$	1.53		19.0
Weighted average number of common shares-assuming dilution (in millions)		2,845			2,900					2,854			2,906

Footnotes:

(1) Discontinued operations includes a gain on the sale of Telecomunicaciones de Puerto Rico, Inc. (TELPRI) of $70 million, net of tax. The disposition of this non-strategic business was completed on March 30, 2007.

(2) EPS totals may not add due to rounding.

(3) Diluted Earnings per Share includes the dilutive effect of shares issuable under our stock-based compensation plans, which represent the only potential dilution.

* Not meaningful

Verizon Communications Inc.

Condensed Consolidated Statements of Income Before Special Items

(dollars in millions, except per share amounts)

Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 9/30/07			% Change		9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			% Change
Operating Revenues (1)
Wireline	$	12,158		$	12,372		(1.7	)	$	36,297		$	36,880		(1.6	)
Domestic Wireless		12,699			11,289		12.5			36,486			32,439		12.5
Other		(105	)		(168	)	(37.5	)		(332	)		(515	)	(35.5	)
Total Operating Revenues		24,752			23,493		5.4			72,451			68,804		5.3
Operating Expenses (1)
Cost of services and sales		10,043			9,489		5.8			28,896			27,414		5.4
Selling, general & administrative expense		6,569			6,201		5.9			19,306			18,621		3.7
Depreciation and amortization expense		3,652			3,540		3.2			10,758			10,518		2.3
Total Operating Expenses		20,264			19,230		5.4			58,960			56,553		4.3
Operating Income		4,488			4,263		5.3			13,491			12,251		10.1
Operating income impact of divested operations (1)		—			51		(100.0	)		44			149		(70.5	)
Equity in earnings of unconsolidated businesses		211			147		43.5			458			492		(6.9	)
Other income and (expense), net		105			49		*			220			124		77.4
Interest expense		(440	)		(450	)	(2.2	)		(1,302	)		(1,390	)	(6.3	)
Minority interest		(1,530	)		(1,298	)	17.9			(4,459	)		(3,720	)	19.9
Income Before Provision for Income Taxes and Discontinued Operations		2,834			2,762		2.6			8,452			7,906		6.9
Provision for income taxes		(969	)		(948	)	2.2			(2,942	)		(2,834	)	3.8
Income Before Discontinued Operations		1,865			1,814		2.8			5,510			5,072		8.6
Income from discontinued operations, net of tax		—			—		*			—			72		(100.0	)
Net Income Before Special Items	$	1,865		$	1,814		2.8		$	5,510		$	5,144		7.1
Basic Adjusted Earnings per Common Share (2)
Income before discontinued operations	$	.66		$	.63		4.8		$	1.93		$	1.75		10.3
Income from discontinued operations, net of tax		—			—		*			—			.02		(100.0	)
Net income	$	.66		$	.63		4.8		$	1.93		$	1.77		9.0
Weighted average number of common shares (in millions)		2,844			2,896					2,852			2,902
Diluted Adjusted Earnings per Common Share (2) (3)
Income before discontinued operations	$	.66		$	.63		4.8		$	1.93		$	1.75		10.3
Income from discontinued operations, net of tax		—			—		*			—			.02		(100.0	)
Net income	$	.66		$	.63		4.8		$	1.93		$	1.77		9.0
Weighted average number of common
shares-assuming dilution (in millions)		2,845			2,900					2,854			2,906
Footnotes:
(1)    Reclassifications of prior period amounts have been made, where appropriate, to reflect comparable operating results for the spin-off of the wireline segment’s non-strategic local exchange and related business assets in Maine, New Hampshire and Vermont in the first quarter of 2008. Reclassifications were determined using specific information where available and allocations where data is not maintained on a state-specific basis within the Company’s books and records as follows:
Revenues	$	—		$	279				$	258		$	825
Expenses	$	—		$	228				$	214		$	676

(2) EPS totals may not add due to rounding.

(3) Diluted Earnings per Share includes the dilutive effect of shares issuable under our stock-based compensation plans, which represent the only potential dilution.

* Not meaningful

Verizon Communications Inc.

Condensed Consolidated Statements of Income – Reconciliations

(dollars in millions, except per share amounts)

							3 Mos. Ended 9/30/08 Reported (GAAP)			Special and Non-Recurring Items						3 Mos. Ended 9/30/08 Before Special Items
Unaudited										Merger Integration Costs			Severance, Pension and Benefit Charges
Operating Revenues							$	24,752		$	—		$	—		$	24,752
Operating Expenses
Cost of services and sales								10,048			(5	)		—			10,043
Selling, general & administrative expense								6,879			(45	)		(265	)		6,569
Depreciation and amortization expense								3,652			—			—			3,652
Total Operating Expenses								20,579			(50	)		(265	)		20,264
Operating Income								4,173			50			265			4,488
Equity in earnings of unconsolidated businesses								211			—			—			211
Other income and (expense), net								105			—			—			105
Interest expense								(440	)		—			—			(440	)
Minority interest								(1,530	)		—			—			(1,530	)
Income Before Provision for Income Taxes								2,519			50			265			2,834
Provision for income taxes								(850	)		(18	)		(101	)		(969	)
Net Income							$	1,669		$	32		$	164		$	1,865
Basic Earnings per Common Share (1)
Net income							$	.59		$	.01		$	.06		$	.66
Diluted Earnings per Common Share (1)
Net income							$	.59		$	.01		$	.06		$	.66
								(dollars in millions, except per share amounts)
	3 Mos. Ended 9/30/07 Reported (GAAP)			Special and Non-Recurring Items												3 Mos. Ended 9/30/07 Before Special Items
Unaudited				Merger Integration Costs			Access Line Spin-Off Related Charges			International Taxes			Impact of Divested Operations
Operating Revenues	$	23,772		$	—		$	—		$	—		$	(279	)	$	23,493
Operating Expenses
Cost of services and sales		9,608			(12	)		—			—			(107	)		9,489
Selling, general & administrative expense		6,349			(33	)		(46	)		(13	)		(56	)		6,201
Depreciation and amortization expense		3,605			—			—			—			(65	)		3,540
Total Operating Expenses		19,562			(45	)		(46	)		(13	)		(228	)		19,230
Operating Income		4,210			45			46			13			(51	)		4,263
Operating income impact of divested operations		—			—			—			—			51			51
Equity in earnings of unconsolidated businesses		147			—			—			—			—			147
Other income and (expense), net		49			—			—			—			—			49
Interest expense		(450	)		—			—			—			—			(450	)
Minority interest		(1,298	)		—			—			—			—			(1,298	)
Income Before Provision for Income Taxes		2,658			45			46			13			—			2,762
Provision for income taxes		(1,387	)		(17	)		(2	)		458			—			(948	)
Net Income	$	1,271		$	28		$	44		$	471		$	—		$	1,814
Basic Earnings per Common Share (1)
Net income	$	.44		$	.01		$	.02		$	.16		$	—		$	.63
Diluted Earnings per Common Share (1)
Net income	$	.44		$	.01		$	.02		$	.16		$	—		$	.63

Footnote:

(1) EPS totals may not add 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.

Condensed Consolidated Statements of Income – Reconciliations

(dollars in millions, except per share amounts)

							9 Mos. Ended 9/30/08 Reported (GAAP)			Special and Non-Recurring Items												9 Mos. Ended 9/30/08 Before Special Items
Unaudited										Merger Integration Costs			Access Line Spin-Off Related Charges			Impact of Divested Operations			Severance, Pension and Benefit Charges
Operating Revenues							$	72,709		$	—		$	—		$	(258	)	$	—		$	72,451
Operating Expenses
Cost of services and sales								29,031			(18	)		(16	)		(101	)		—			28,896
Selling, general & administrative expense								19,808			(97	)		(87	)		(53	)		(265	)		19,306
Depreciation and amortization expense								10,818			—			—			(60	)		—			10,758
Total Operating Expenses								59,657			(115	)		(103	)		(214	)		(265	)		58,960
Operating Income								13,052			115			103			(44	)		265			13,491
Operating income impact of divested operations								—			—			—			44			—			44
Equity in earnings of unconsolidated businesses								458			—			—			—			—			458
Other income and (expense), net								220			—			—			—			—			220
Interest expense								(1,302	)		—			—			—			—			(1,302	)
Minority interest								(4,459	)		—			—			—			—			(4,459	)
Income Before Provision for Income Taxes								7,969			115			103			—			265			8,452
Provision for income taxes								(2,776	)		(43	)		(22	)		—			(101	)		(2,942	)
Net Income							$	5,193		$	72		$	81		$	—		$	164		$	5,510
Basic Earnings per Common Share (1)
Net income							$	1.82		$	.02		$	.03		$	—		$	.06		$	1.93
Diluted Earnings per Common Share (1)
Net income							$	1.82		$	.02		$	.03		$	—		$	.06		$	1.93
								(dollars in millions, except per share amounts)
	9 Mos. Ended 9/30/07 Reported (GAAP)			Special and Non-Recurring Items																		9 Mos. Ended 9/30/07 Before Special Items
Unaudited				Merger Integration Costs			Sale of Puerto Rico, Net			Loss on CANTV			Access Line Spin-Off Related Charges			International Taxes			Impact of Divested Operations
Operating Revenues	$	69,629		$	—		$	—		$	—		$	—		$	—		$	(825	)	$	68,804
Operating Expenses
Cost of services and sales		27,751			(16	)		—			—			—			—			(321	)		27,414
Selling, general & administrative expense		19,012			(70	)		(100	)		—			(46	)		(13	)		(162	)		18,621
Depreciation and amortization expense		10,711			—			—			—			—			—			(193	)		10,518
Total Operating Expenses		57,474			(86	)		(100	)		—			(46	)		(13	)		(676	)		56,553
Operating Income		12,155			86			100			—			46			13			(149	)		12,251
Operating income impact of divested operations		—			—			—			—			—			—			149			149
Equity in earnings of unconsolidated businesses		492			—			—			—			—			—			—			492
Other income and (expense), net		124			—			—			—			—			—			—			124
Interest expense		(1,390	)		—			—			—			—			—			—			(1,390	)
Minority interest		(3,720	)		—			—			—			—			—			—			(3,720	)
Income Before Provision for Income Taxes, Discontinued Operations and Extraordinary Item		7,661			86			100			—			46			13			—			7,906
Provision for income taxes		(3,223	)		(32	)		(35	)		—			(2	)		458			—			(2,834	)
Income Before Discontinued Operations and Extraordinary Item		4,438			54			65			—			44			471			—			5,072
Income from discontinued operations, net of tax		142			—			(70	)		—			—			—			—			72
Extraordinary item, net of tax		(131	)		—			—			131			—			—			—			—
Net Income	$	4,449		$	54		$	(5	)	$	131		$	44		$	471		$	—		$	5,144
Basic Earnings per Common Share (1)
Income before discontinued operations and extraordinary item	$	1.53		$	.02		$	.02		$	—		$	.02		$	.16		$	—		$	1.75
Income from discontinued operations, net of tax		.05			—			(.02	)		—			—			—			—			.02
Extraordinary item, net of tax		(.05	)		—			—			.05			—			—			—			—
Net income	$	1.53		$	.02		$	—		$	.05		$	.02		$	.16		$	—		$	1.77
Diluted Earnings per Common Share (1)
Income before discontinued operations and extraordinary item	$	1.53		$	.02		$	.02		$	—		$	.02		$	.16		$	—		$	1.75
Income from discontinued operations, net of tax	$	.05			—			(.02	)		—			—			—			—			.02
Extraordinary item, net of tax		(.05	)		—			—			.05			—			—			—			—
Net income	$	1.53		$	.02		$	—		$	.05		$	.02		$	.16		$	—		$	1.77

Footnote:

(1) EPS totals may not add 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					9/30/08			9/30/07
Debt to debt and shareowners’ equity ratio-end of period						46.8	%		38.8	%
Book value per common share					$	17.94		$	17.19
Common shares outstanding (in millions)
End of period						2,840			2,890
Total employees (1)						228,315			235,252
Unaudited	3 Mos. Ended 9/30/08		3 Mos. Ended 9/30/07		9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07
Capital expenditures (including capitalized software)
Wireline	$	2,483	$	2,753	$	7,318		$	7,873
Domestic Wireless		1,473		1,515		4,723			4,903
Other		222		9		534			16
Total	$	4,178	$	4,277	$	12,575		$	12,792
Cash dividends declared per common share	$	0.460	$	0.430	$	1.320		$	1.240

Footnote:

(1) Prior period has been reclassified to reflect comparable amounts.

Verizon Communications Inc.

Condensed Consolidated Balance Sheets

(dollars in millions)

Unaudited	9/30/08			12/31/07			$   Change
Assets
Current assets
Cash and cash equivalents	$	696		$	1,153		$	(457	)
Short-term investments		978			2,244			(1,266	)
Accounts receivable, net		11,724			11,736			(12	)
Inventories		2,485			1,729			756
Prepaid expenses and other		3,248			1,836			1,412
Total current assets		19,131			18,698			433
Plant, property and equipment		214,376			213,994			382
Less accumulated depreciation		128,687			128,700			(13	)
		85,689			85,294			395
Investments in unconsolidated businesses		3,198			3,372			(174	)
Wireless licenses		61,595			50,796			10,799
Goodwill		6,124			5,245			879
Other intangible assets, net		5,093			4,988			105
Other investments		4,759			—			4,759
Other assets		19,272			18,566			706
Total Assets	$	204,861		$	186,959		$	17,902
Liabilities and Shareowners’ Investment
Current liabilities
Debt maturing within one year	$	7,297		$	2,954		$	4,343
Accounts payable and accrued liabilities		13,715			14,462			(747	)
Other		7,263			7,325			(62	)
Total current liabilities		28,275			24,741			3,534
Long-term debt		37,478			28,203			9,275
Employee benefit obligations		28,800			29,960			(1,160	)
Deferred income taxes		17,409			14,784			2,625
Other liabilities		6,053			6,402			(349	)
Minority interest		35,892			32,288			3,604
Shareowners’ investment
Common stock		297			297			—
Contributed capital		40,290			40,316			(26	)
Reinvested earnings		19,322			17,884			1,438
Accumulated other comprehensive loss		(4,199	)		(4,506	)		307
Common stock in treasury, at cost		(4,841	)		(3,489	)		(1,352	)
Deferred compensation - employee stock ownership plans and other		85			79			6
Total shareowners’ investment		50,954			50,581			373
Total Liabilities and Shareowners’ Investment	$	204,861		$	186,959		$	17,902

The unaudited consolidated balance sheets are based on preliminary information.

Verizon Communications Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in millions)

Unaudited	9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			$ Change
Cash Flows From Operating Activities
Net income	$	5,193		$	4,449		$	744
Adjustments to reconcile net income to net cash provided by operating activities - continuing operations:
Depreciation and amortization expense		10,818			10,711			107
Employee retirement benefits		1,232			1,290			(58	)
Deferred income taxes		2,240			708			1,532
Provision for uncollectible accounts		724			741			(17	)
Equity in earnings of unconsolidated businesses, net of dividends received		303			(268	)		571
Extraordinary item, net of tax		—			131			(131	)
Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses		(2,458	)		(2,296	)		(162	)
Other, net		1,026			2,553			(1,527	)
Net cash provided by operating activities - continuing operations		19,078			18,019			1,059
Net cash used in operating activities - discontinued operations		—			(570	)		570
Net cash provided by operating activities		19,078			17,449			1,629
Cash Flows From Investing Activities
Capital expenditures (including capitalized software)		(12,575	)		(12,792	)		217
Acquisitions of licenses, investments and businesses, net of cash acquired		(15,978	)		(697	)		(15,281	)
Net change in short-term investments		1,238			1,267			(29	)
Other, net		(567	)		981			(1,548	)
Net cash used in investing activities - continuing operations		(27,882	)		(11,241	)		(16,641	)
Net cash provided by investing activities - discontinued operations		—			757			(757	)
Net cash used in investing activities		(27,882	)		(10,484	)		(17,398	)
Cash Flows From Financing Activities
Proceeds from long-term borrowings		12,552			3,402			9,150
Repayments of long-term borrowings and capital lease obligations		(3,398	)		(4,994	)		1,596
Increase (decrease) in short-term obligations, excluding current maturities		4,132			(3,438	)		7,570
Dividends paid		(3,687	)		(3,529	)		(158	)
Proceeds from sale of common stock		16			794			(778	)
Purchase of common stock for treasury		(1,369	)		(1,734	)		365
Other, net		101			30			71
Net cash provided by (used in) financing activities - continuing operations		8,347			(9,469	)		17,816
Net cash provided by (used in) financing activities - discontinued operations		—			—			—
Net cash provided by (used in) financing activities		8,347			(9,469	)		17,816
Decrease in cash and cash equivalents		(457	)		(2,504	)		2,047
Cash and cash equivalents, beginning of period		1,153			3,219			(2,066	)
Cash and cash equivalents, end of period	$	696		$	715		$	(19	)

Verizon Communications Inc.

Wireline – Selected Financial Results

(dollars in millions)

Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 9/30/07			% Change		9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			% Change
Wireline Operating Revenues (1)
Verizon Telecom
Mass Markets	$	5,277		$	5,329		(1.0	)	$	15,748		$	16,032		(1.8	)
Wholesale		1,882			1,967		(4.3	)		5,689			5,842		(2.6	)
Other		338			447		(24.4	)		1,067			1,320		(19.2	)
Verizon Business
Enterprise Business		3,655			3,686		(0.8	)		10,804			10,862		(0.5	)
Wholesale		851			836		1.8			2,531			2,530		*
International and Other		871			789		10.4			2,574			2,376		8.3
Eliminations		(716	)		(682	)	5.0			(2,116	)		(2,082	)	1.6
Total Operating Revenues		12,158			12,372		(1.7	)		36,297			36,880		(1.6	)
Operating Expenses (1)
Cost of services and sales		6,155			6,085		1.2			18,233			17,993		1.3
Selling, general & administrative expense		2,689			2,922		(8.0	)		8,193			8,943		(8.4	)
Depreciation and amortization expense		2,268			2,230		1.7			6,722			6,639		1.3
Total Operating Expenses		11,112			11,237		(1.1	)		33,148			33,575		(1.3	)
Operating Income	$	1,046		$	1,135		(7.8	)	$	3,149		$	3,305		(4.7	)
Operating Income Margin		8.6	%		9.2	%				8.7	%		9.0	%
Verizon Communications Inc. Wireline – Selected Operating Statistics
Unaudited									9/30/08			9/30/07			% Change
Switched access lines in service (000)(2)
Residence										21,626			24,567		(12.0	)
Business										15,192			15,850		(4.2	)
Public										254			302		(15.9	)
Total										37,072			40,719		(9.0	)
Wholesale voice connections (000)										2,466			2,938		(16.1	)
Broadband connections (000)										8,459			7,751		9.1
										(dollars in millions)
Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 9/30/07			% Change		9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			% Change
High capacity and digital data revenues (1)	$	5,218		$	4,554		14.6		$	15,080		$	13,088		15.2

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

(2) Prior period amounts adjusted to reflect current period reporting methodologies.

* Not meaningful

Verizon Communications Inc.

Verizon Wireless – Selected Financial Results

(dollars in millions)

Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 9/30/07			% Change	9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			% Change
Revenues
Service revenues	$	10,935		$	9,749		12.2	$	31,572		$	28,142		12.2
Equipment and other		1,764			1,540		14.5		4,914			4,297		14.4
Total Revenues		12,699			11,289		12.5		36,486			32,439		12.5
Operating Expenses
Cost of services and sales		4,178			3,551		17.7		11,507			9,843		16.9
Selling, general & administrative expense		3,689			3,385		9.0		10,806			9,956		8.5
Depreciation and amortization expense		1,366			1,299		5.2		3,989			3,848		3.7
Total Operating Expenses		9,233			8,235		12.1		26,302			23,647		11.2
Operating Income	$	3,466		$	3,054		13.5	$	10,184		$	8,792		15.8
Operating Income Margin		27.3	%		27.1	%			27.9	%		27.1	%
Verizon Communications Inc.
Verizon Wireless – Selected Operating Statistics
Unaudited								9/30/08			9/30/07			% Change
Total Customers (000)									70,808			63,699		11.2
Retail Customers (000)									68,807			61,840		11.3
Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 9/30/07			% Change	9 Mos. Ended 9/30/08			9 Mos. Ended 9/30/07			% Change
Total Customer net adds in period (1) (000)		2,127			1,645		29.3		5,101			4,647		9.8
Retail Customer net adds in period (2) (000)		2,127			1,760		20.9		5,072			5,028		0.9
Total churn rate		1.33	%		1.27	%			1.21	%		1.22	%
Retail churn rate		1.32	%		1.21	%			1.20	%		1.12	%

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.

(1) Includes acquisitions and adjustments of 7,000 and 2,000 customers in the first and third quarter of 2007, respectively; and 46,000 and 646,000 in the second and third quarter of 2008, respectively.

(2) Includes acquisitions and adjustments of 7,000 and 2,000 customers in the first and third quarter of 2007, respectively; and 46,000 and 627,000 in the second and third quarter of 2008, respectively.

Verizon Communications Inc.

Other Reconciliations-Wireless

(dollars in millions)
Unaudited	3 Mos. Ended 9/30/08
Segment operating income:
Wireline	$	1,046
Verizon Wireless		3,466
Total segments		4,512
Corporate and other		(24	)
Consolidated operating income	$	4,488
Verizon Wireless EBITDA
Operating income	$	3,466
Add depreciation and amortization expense		1,366
Verizon Wireless EBITDA	$	4,832
Verizon Wireless total revenues	$	12,699
Verizon Wireless service revenues	$	10,935
Verizon Wireless operating income margin		27.3	%
Verizon Wireless EBITDA service revenues margin		44.2	%

	(dollars in millions, except Cash Expense per Customer)
Unaudited	3 Mos. Ended 9/30/08			3 Mos. Ended 6/30/08			3 Mos. Ended 3/31/08			3 Mos. Ended 9/30/07
Domestic Wireless Cash Expense Per Customer
Domestic Wireless Cost of Services and Sales	$	4,178		$	3,744		$	3,585		$	3,551
Domestic Wireless Selling, General & Administrative Expense		3,689			3,588			3,529			3,385
Less Equipment and Other Revenue		(1,764	)		(1,626	)		(1,524	)		(1,540	)
Cash Expense	$	6,103		$	5,706		$	5,590		$	5,396
Cumulative average customer (millions)		209.55			203.62			199.29			188.54
Cash Expense Per Customer	$	29.12		$	28.02		$	28.05		$	28.62