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: July 23, 2010

(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 are a press release and financial tables dated July 23, 2010 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. It is management’s intent to provide non-GAAP financial information to enhance the understanding of Verizon’s GAAP financial information and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. The non-GAAP financial information presented may be determined or calculated differently by other companies.

Verizon consolidated earnings before interest, taxes, depreciation and amortization (Consolidated EBITDA), Verizon Wireless Segment EBITDA (Wireless EBITDA), Verizon Wireless Segment EBITDA service margin (Wireless EBITDA service margin), Verizon Wireline Segment EBITDA (Wireline EBITDA) and Verizon Wireline Segment EBITDA margin (Wireline EBITDA margin) are non-GAAP measures and do not purport to be alternatives to GAAP items as measures of operating performance. Management believes that these measures are useful to investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as they exclude the depreciation and amortization expenses related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to Verizon’s competitors. Wireless EBITDA service margin and Wireline EBITDA margin are presented along with the respective corresponding operating income margin so as not to imply that more emphasis should be placed on it than the corresponding GAAP measure.

Consolidated EBITDA is calculated by adding back interest, taxes, depreciation and amortization expenses, equity in earnings of unconsolidated businesses and other income/(expense), net to net income.

Wireless EBITDA is calculated by adding back depreciation and amortization expenses to Verizon Wireless operating income, and Wireless EBITDA service margin is calculated by dividing Wireless EBITDA by Verizon Wireless service revenues. Wireless EBITDA service 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.

Wireline EBITDA is calculated by adding back depreciation and amortization expenses to Verizon Wireline operating income, and Wireline EBITDA margin is calculated by dividing Wireline EBITDA by total Wireline revenues.

Verizon Wireless monthly cash expense per customer is a non-GAAP financial measure that management believes is useful to investors and other users of our financial information in evaluating current operating expense efficiency, as well as in evaluating operating performance in relation to Verizon Wireless’ competitors. Verizon Wireless monthly cash expense per customer is calculated by subtracting equipment and other revenue from Verizon Wireless cost of sales and services and selling, general and administrative expenses and dividing the result by average customers during the period. As a result, monthly cash expense per customer reflects 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 customers and other similar transactions with customers.

Free cash flow is a non-GAAP financial measure that management believes is useful to investors and other users of Verizon’s financial information in evaluating cash available to pay debt and dividends. Free cash flow is calculated by subtracting capital expenditures from cash flow from operations.

Net debt and the ratio of net debt to Adjusted EBITDA are non-GAAP financial measures that management believes are useful to investors and other users of our financial information in evaluating Verizon’s leverage. Net debt is calculated by subtracting cash and cash equivalents from the sum of debt maturing within one year and long-term debt. For purposes of the ratio of Net Debt to Adjusted EBITDA, Adjusted EBITDA is the sum of the consolidated EBITDA amounts for the last 12 months adjusted to exclude the effect of non-operational and/or non-recurring items. Management believes this presentation assists investors in understanding 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 items excluded from the calculation.

Item 9.01. Financial Statements and Exhibits

	(d)    Exhibits.
Exhibit Number	Description
99	Press release and financial tables, dated July 23, 2010, issued by Verizon Communications Inc.

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:             July 23, 2010	/s/  Robert J. Barish
	Robert J. Barish
	Senior Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
99	Press release and financial tables, dated July 23, 2010, issued by Verizon Communications Inc.

EX-99

Exhibit 99

NEWS RELEASE

FOR IMMEDIATE RELEASE	Media contacts:
July 23, 2010	Peter Thonis
	212-395-2355
	peter.thonis@verizon.com
	Bob Varettoni
	908-559-6388
	robert.a.varettoni@verizon.com

Verizon Reports Strong Wireless, FiOS Customer Growth;

Increased Enterprise Revenues; Strong Cash Flow in 2Q

Results Include Costs for Voluntary Workforce Reductions, as Prior Cost-

Reduction Initiatives Gain Momentum and Strategic Divestitures Are Completed

2Q HIGHLIGHTS

Consolidated

• $9.8 billion in cash flow from operations during 2Q 2010, up 29.8 percent from 2Q 2009; $5.5 billion in free cash flow (non-GAAP), up 76.7 percent.

• A loss of 7 cents per share, including 65 cents of earnings per share in adjustments, compared with 2Q 2009 EPS of 52 cents.

Wireless

• 1.4 million total net customer additions, excluding divestitures and adjustments, in 2Q 2010; 665,000 retail postpaid net customer additions in the quarter; continued low retail postpaid churn of 0.94 percent.

• 86.2 million retail customers; 92.1 million total customers, after divestitures and conforming adjustments related to the Alltel acquisition.

• 3.4 percent increase in total revenues from 2Q 2009; 5.2 percent increase in service revenues; data revenues up 23.8 percent; 30.3 percent operating income margin and 47.5 percent Segment EBITDA margin on service revenues (non-GAAP).

Wireline

• 196,000 net FiOS Internet and 174,000 net FiOS TV customer additions; 3.8 million total FiOS Internet customers and 3.2 million total FiOS TV customers.

Verizon News Release, page 2

• 11.4 percent increase in consumer ARPU from 2Q 2009; total broadband and video revenues of $1.8 billion, up 20.1 percent from 2Q 2009.

• 6.2 percent increase in strategic business services revenues; total global enterprise revenues up 0.6 percent from 2Q 2009.

NEW YORK — For second-quarter 2010, Verizon Communications Inc. (NYSE, NASDAQ: VZ) reported continued strong cash flow growth, coupled with improved margins for both its Wireless and Wireline business segments, and improved revenue trends for sales to global business customers.

The company reported a loss of 7 cents in basic earnings per share (EPS) in the quarter, which included $2.3 billion in pre-tax costs for workforce reductions associated with a second-quarter incentive offer that will lead to approximately 11,000 voluntary separations this year. This compares with earnings of 52 cents per share in the second quarter of 2009.

‘Solid Improvement in Operational Results’

“Verizon showed solid improvement in operational results in the quarter,” said Chairman and CEO Ivan Seidenberg. “In addition, the wireline spinoff to Frontier on July 1 improves our future growth profile. We see the opportunity to create additional shareholder value with a revenue portfolio that is now more heavily focused on wireless, FiOS and global IP.”

Seidenberg added, “We have the network platforms in place, and the product and service innovations in the pipeline, to fuel the next generation of growth in our changing industry. Our cost-reduction efforts are gaining momentum, and trends in the global business market are showing signs of stabilization.”

Verizon News Release, page 3

Consolidated Results Include Divestitures

Verizon’s consolidated second-quarter 2010 results include wireline local exchange businesses covering 4 million access lines that were spun off and merged with Frontier Communications on July 1. Results also include certain wireless properties until they were divested in April and June to comply with conditions imposed in connection with regulatory approvals of last year’s acquisition of Alltel. These wireless properties, covering more than 2 million customers, were held in a trust through the date of divestiture.

Items that negatively impacted Verizon’s second-quarter 2010 net income were 52 cents per share associated with the voluntary incentive program for union-represented employees, about two-thirds of whom left the payroll in late June or early July; 6 cents per share for both Alltel merger integration costs and taxes associated with the divestiture of the Alltel trust properties; 4 cents per share in Frontier spinoff-related charges; and 3 cents per share for a one-time, non-cash revenue adjustment of $268 million, which was recorded to properly defer previously recognized wireless data revenues that will be earned and recognized in future periods.

Verizon’s total operating revenues were $26.8 billion in second-quarter 2010, a decrease of 0.3 percent compared with second-quarter 2009.

Cash flow from operations totaled $16.9 billion in the first half of 2010, compared with $14.1 billion in the first half of 2009. Cash flow from operations totaled $9.8 billion in second-quarter 2010 alone, up 29.8 percent compared with second-quarter 2009.

Capital expenditures totaled $4.2 billion in the second quarter of 2010, down 3.6 percent from second-quarter 2009. Full-year 2010 guidance for capital expenditures remains in the range of $16.8 billion to $17.2 billion. In second-quarter 2010, free cash flow (non-GAAP; cash flow

Verizon News Release, page 4

from operations less capital expenditures) totaled $5.5 billion, a 76.7 percent year-over-year increase.

Verizon’s net debt (non-GAAP; total debt less end-of-period cash and cash equivalents) was $52.7 billion at the end of second-quarter 2010. The net debt to Adjusted EBITDA ratio (non-GAAP; net debt divided by earnings before interest, taxes, depreciation and amortization adjusted for non-recurring or one-time items) was approximately 1.5 at the end of the quarter, and Verizon expects it to be lower by year-end 2010.

Wireless Momentum Continues:

Top-Line Revenue Growth, Strong Profitability, Low Retail Postpaid Churn

Verizon Wireless continued to deliver strong margins and data revenue growth, and solid customer additions. In the second quarter of 2010:

• Verizon Wireless added 665,000 retail postpaid and 454,000 total retail customers in the quarter, excluding divestitures and adjustments, both increases over the first quarter of 2010.

• At the end of the second quarter, the company had 86.2 million retail customers, which represented nearly 94 percent of the company’s wireless customers, the largest number of retail customers of any U.S. wireless provider.

• The company also added 896,000 reseller customers in the second quarter.

• The total number of customers at the end of the quarter was 92.1 million, after adding 1.4 million total net customers in the quarter and removing a net 2.1 million customers in connection with divestitures and conforming adjustments related to the Alltel acquisition.

• In addition, the company had 7.7 million “other connections” at the end of the quarter -- such as machine-to-machine, eReaders and telematics -- adding 264,000 net other

Verizon News Release, page 5

connections in the quarter. This brings the number of total wireless connections to 99.7 million at the end of the second quarter.

• Retail postpaid churn, retail churn and total customer churn remained low, at 0.94 percent, 1.33 percent and 1.27 percent, respectively. All are the company’s best levels in nearly two years.

• Retail service revenues in the quarter totaled $13.5 billion, up 4.2 percent year over year. Retail data revenue was up 23.4 percent to $4.7 billion. Service revenues in the second quarter were $14.0 billion, up 5.2 percent. Total revenues were $16.0 billion, up 3.4 percent year over year.

• Retail service ARPU (average monthly service revenue per user) grew 0.9 percent over the second quarter of 2009 to $51.56. Retail data ARPU increased to $17.85, up 19.4 percent year over year.

• Wireless operating income margin was 30.3 percent, an increase of 150 basis points, or 1.5 percentage points, year over year. Segment EBITDA margin on service revenues (non-GAAP) was 47.5 percent, up 120 basis points over second-quarter 2009.

Wireline Growth in Consumer and Enterprise Markets:

Revenues Increase for FiOS and Strategic Business Services

Verizon continued to add customers for broadband and video services provided over its FiOS fiber-optic network, and revenues increased for advanced communications and related business services provided over Verizon’s global IP (Internet protocol) network. In the second quarter of 2010:

• Verizon added 196,000 net new FiOS Internet customers and 174,000 net new FiOS TV customers. Verizon has posted consecutive quarterly gains in the number of customers

Verizon News Release, page 6

using FiOS services since FiOS Internet was introduced in 2004, and by the end of the second quarter had 3.8 million FiOS Internet and 3.2 million FiOS TV customers.

• FiOS Internet penetration (customers as a percentage of potential customers) was 29.7 percent by the end of the quarter, with the product available for sale to 12.9 million premises. This compares with 28.1 percent and 11.0 million, respectively, at the end of second-quarter 2009.

• FiOS TV penetration was 25.9 percent by the end of the quarter, with the product available for sale to 12.4 million premises. This compares with 24.6 percent and 10.3 million, respectively, at the end of second-quarter 2009.

• Total wireline broadband and video revenues were $1.8 billion in the quarter, up 20.1 percent from second-quarter 2009. This includes FiOS broadband revenues, which grew 33.2 percent year over year. All FiOS-based services, including narrowband voice, generated 43 percent of consumer wireline revenues in second-quarter 2010, compared with 33 percent in second-quarter 2009.

• Consumer ARPU for wireline services was $80.76 in the quarter, up 11.4 percent compared with second-quarter 2009. ARPU for FiOS customers was more than $145.

• Global enterprise revenue totaled $4.0 billion in the quarter, an increase of 0.6 percent compared with second-quarter 2009 and an improvement from the 1.4 percent year-over-year decline in the first quarter of 2010. Sales of strategic enterprise services — such as security and IT solutions, as well as strategic networking — generated $1.6 billion, up 6.2 percent compared with second-quarter 2009.

• Segment EBITDA margin (non-GAAP) was 22.7 percent, compared with 21.7 percent in the first quarter of 2010 and 24.5 percent in the second quarter of 2009.

Verizon News Release, page 7

Additional Highlights

Wireless

• Verizon Wireless continued to lead the industry in cost efficiency. Monthly cash expense per customer (non-GAAP) decreased in the second quarter 2010 to $26.48, from $27.42 in the comparable period in 2009.

• In the second quarter, data revenues increased to 34.5 percent of all service revenues, up from 29.3 percent in the second quarter 2009.

• Verizon Wireless continued to invest in its broadband network, the nation’s largest and most reliable 3G (third generation) network. Verizon’s 3G network provides more coverage than any other U.S. carrier’s and is available where 289 million people reside.

• Verizon Wireless plans to launch the nation’s first 4G LTE (Long Term Evolution) network in 25 to 30 markets by the end of this year and cover virtually all of its current nationwide 3G footprint by the end of 2013. In addition, as part of its 4G LTE network deployment plans, Verizon Wireless announced efforts during the quarter to work with rural companies to collaboratively build and operate a 4G network in those areas, using Verizon Wireless’ 700MHz spectrum.

• In June, Verizon Wireless unveiled the much-anticipated DROID X by Motorola, the newest Android smartphone, which became available in stores and online last week. The Droid X features a large, high-resolution screen, 3G Mobile HotSpot capabilities, personal HD video capture and sharing, and is ready for Adobe Flash Player 10.1 when the software is released by Adobe. During the second quarter, the company also expanded its smartphone lineup with the LG Ally, an Android device; the LG Fathom, powered by Windows Mobile; and the BlackBerry Bold 9650 global smartphone. The company also introduced the Samsung Reality, which has a full suite of messaging options, and the Pantech Jest.

• During the second quarter, Verizon Wireless customers sent or received more than 180 billion text messages. Customers also sent nearly 4.2 billion picture/video messages and completed more than 25 million music and video downloads.

• Verizon Wireless ranked highest among wireless providers in small to mid-sized business customer satisfaction in the J.D. Power and Associates 2010 U.S. Business Wireless Satisfaction Study released in June.

Wireline

• Second-quarter 2010 operating revenues were $11.1 billion, a decline of 3.3 percent compared with second-quarter 2009. Second-quarter 2010 operating expenses were $10.9 billion, a decline of 0.3 percent compared with second-quarter 2009.

Verizon News Release, page 8

• Broadband connections totaled 9.3 million at the end of the second quarter 2010, a 2.5 percent year-over-year increase. This is a net increase of 28,000 from the first quarter 2010, as the increase in FiOS Internet connections more than offset a decrease in DSL-based High Speed Internet connections.

• As of the end of second-quarter 2010, the FiOS network passed 15.9 million premises.

• The wireline workforce totaled 110,600 at the end of the second quarter 2010. This is a decline of 3,800 compared with the end of the first quarter 2010. In the first half of 2010, Verizon reduced its wireline workforce by 6,100. More than 9,200 employees were subsequently transferred to Frontier as part of the July 1 spinoff.

• Verizon continued during the quarter to roll out global solutions that enable multinational enterprise, medium business and government customers to take advantage of cloud-based service delivery of key IT resources and applications. These included new cloud-based computing, data storage, security and unified communications offers, as well as expanded network coverage, enterprise mobility and professional service solutions. In addition, Verizon announced industry-specific solutions, including extension of its dedicated financial services network to Europe and data consulting services for healthcare providers.

• Continuing to broaden its global scope and capabilities, Verizon expanded its network infrastructure, adding a second data center in Hong Kong which will enhance the company’s cloud and data center services in the Asia-Pacific region and provide direct access to its global network. The company also installed 18 additional Private IP edge routers for a total of 781 edge routers in 221 sites throughout 60 countries and added four new converged packet architecture switches in Tel Aviv, Israel; Rotterdam, Netherlands; Winnipeg, Canada; and San Jose, Costa Rica. This brings the total number of CPA switches to 146 in 129 sites across 35 countries.

• In addition to winning new business with a number of multinational corporate customers, Verizon entered into new agreements with several government agencies, including the U.S. Department of Health and Human Services.

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.

Verizon Communications Inc. (NYSE, NASDAQ:VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to mass market, business, government and wholesale customers. Verizon Wireless operates America’s most reliable wireless network, serving more than 92 million customers nationwide. Verizon also provides converged communications, information and entertainment services over America’s most advanced fiber-optic network, and delivers innovative, seamless business solutions to customers around the world. A Dow 30 company, Verizon last year generated consolidated revenues of more than $107 billion. For more information, visit www.verizon.com.

####

Verizon News Release, page 9

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 document 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: the effects of adverse conditions in the U.S. and international economies; the effects of competition in our markets; materially adverse changes in 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; the effect of material changes in available technology; any disruption of our suppliers’ provisioning of critical products or services; significant increases in benefit plan costs or lower investment returns on plan assets; the impact of natural or man-made disasters or existing or future 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; any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; 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; our ability to complete acquisitions and dispositions; our ability to successfully integrate Alltel Corporation into Verizon Wireless’ business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

Verizon Communications Inc.

Condensed Consolidated Statements of Income

(dollars in millions, except per share amounts)

Unaudited	3 Mos. Ended 6/30/10			3 Mos.  Ended 6/30/09			% Change		6 Mos. Ended 6/30/10			6 Mos.  Ended 6/30/09			% Change
Operating Revenues	$	26,773		$	26,861		(0.3	)	$	53,686		$	53,452		0.4
Operating Expenses
Cost of services and sales		12,239			10,481		16.8			22,956			20,789		10.4
Selling, general & administrative expense		8,319			7,871		5.7			16,043			15,432		4.0
Depreciation and amortization expense		4,176			4,091		2.1			8,297			8,119		2.2
Total Operating Expenses		24,734			22,443		10.2			47,296			44,340		6.7
Operating Income		2,039			4,418		(53.8	)		6,390			9,112		(29.9	)
Equity in earnings of unconsolidated businesses		121			128		(5.5	)		254			256		(0.8	)
Other income and (expense), net		17			11		54.5			62			64		(3.1	)
Interest expense		(679	)		(787	)	(13.7	)		(1,359	)		(1,712	)	(20.6	)
Income Before (Provision) Benefit for Income Taxes		1,498			3,770		(60.3	)		5,347			7,720		(30.7	)
(Provision) benefit for income taxes		49			(610	)	*			(1,516	)		(1,350	)	12.3
Net Income	$	1,547		$	3,160		(51.0	)	$	3,831		$	6,370		(39.9	)
Net income attributable to noncontrolling interest		1,745			1,677		4.1			3,620			3,242		11.7
Net income (loss) attributable to Verizon		(198	)		1,483		*			211			3,128		(93.3	)
Net Income	$	1,547		$	3,160		(51.0	)	$	3,831		$	6,370		(39.9	)
Basic Earnings (Loss) per Common Share
Net income (loss) attributable to Verizon	$	(.07	)	$	.52		*		$	.07		$	1.10		(93.6	)
Weighted average number of common shares (in millions)		2,827			2,841					2,831			2,841
Diluted Earnings (Loss) per Common Share (1)
Net income (loss) attributable to Verizon	$	(.07	)	$	.52		*		$	.07		$	1.10		(93.6	)
Weighted average number of common shares-assuming dilution (in millions)		2,827			2,841					2,833			2,841

Footnotes:

(1) As there is a net loss for the quarter, diluted EPS is the same as basic EPS. Diluted Earnings per Share would have included the dilutive effect of shares issuable under our stock-based compensation plans of approximately 2 million shares.

* Not meaningful

Verizon Communications Inc.

Condensed Consolidated Balance Sheets

(dollars in millions)

Unaudited	6/30/10			12/31/09			$ Change
Assets
Current assets
Cash and cash equivalents	$	4,761		$	2,009		$	2,752
Short-term investments		464			490			(26	)
Accounts receivable, net		12,058			12,573			(515	)
Inventories		985			1,426			(441	)
Prepaid expenses and other		2,793			5,247			(2,454	)
Total current assets		21,061			21,745			(684	)
Plant, property and equipment		234,727			229,381			5,346
Less accumulated depreciation		142,626			137,052			5,574
		92,101			92,329			(228	)
Investments in unconsolidated businesses		3,797			3,535			262
Wireless licenses		72,435			72,067			368
Goodwill		22,467			22,472			(5	)
Other intangible assets, net		6,324			6,764			(440	)
Other assets		8,066			8,339			(273	)
Total Assets	$	226,251		$	227,251		$	(1,000	)
Liabilities and Equity
Current liabilities
Debt maturing within one year	$	7,874		$	7,205		$	669
Accounts payable and accrued liabilities		16,905			15,223			1,682
Other		7,055			6,708			347
Total current liabilities		31,834			29,136			2,698
Long-term debt		49,594			55,051			(5,457	)
Employee benefit obligations		32,435			32,622			(187	)
Deferred income taxes		21,324			19,310			2,014
Other liabilities		6,591			6,765			(174	)
Equity
Common stock		297			297			—
Contributed capital		40,108			40,108			—
Reinvested earnings		15,117			17,592			(2,475	)
Accumulated other comprehensive loss		(11,140	)		(11,479	)		339
Common stock in treasury, at cost		(5,277	)		(5,000	)		(277	)
Deferred compensation - employee stock ownership plans and other		149			88			61
Noncontrolling interest		45,219			42,761			2,458
Total equity		84,473			84,367			106
Total Liabilities and Equity	$	226,251		$	227,251		$	(1,000	)

The unaudited consolidated balance sheets are based on preliminary information.

Verizon Communications Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in millions)

Unaudited	6 Mos. Ended 6/30/10			6 Mos. Ended 6/30/09			$ Change
Cash Flows From Operating Activities
Net Income	$	3,831		$	6,370		$	(2,539	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		8,297			8,119			178
Employee retirement benefits		2,518			1,420			1,098
Deferred income taxes		1,354			1,296			58
Provision for uncollectible accounts		680			643			37
Equity in earnings of unconsolidated businesses, net of dividends received		(227	)		173			(400	)
Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses		1,502			(2,070	)		3,572
Other, net		(1,082	)		(1,814	)		732
Net cash provided by operating activities		16,873			14,137			2,736
Cash Flows From Investing Activities
Capital expenditures (including capitalized software)		(7,685	)		(8,094	)		409
Acquisitions of licenses, investments and businesses, net of cash acquired		(538	)		(5,367	)		4,829
Proceeds from dispositions		2,594			—			2,594
Net change in short-term investments		(17	)		119			(136	)
Other, net		37			64			(27	)
Net cash used in investing activities		(5,609	)		(13,278	)		7,669
Cash Flows From Financing Activities
Proceeds from long-term borrowings		—			12,040			(12,040	)
Repayments of long-term borrowings and capital lease obligations		(4,594	)		(18,173	)		13,579
Increase in short-term obligations, excluding current maturities		(97	)		(103	)		6
Dividends paid		(2,690	)		(2,614	)		(76	)
Other, net		(1,131	)		(971	)		(160	)
Net cash used in financing activities		(8,512	)		(9,821	)		1,309
Increase (decrease) in cash and cash equivalents		2,752			(8,962	)		11,714
Cash and cash equivalents, beginning of period		2,009			9,782			(7,773	)
Cash and cash equivalents, end of period	$	4,761		$	820		$	3,941

Verizon Communications Inc.

Selected Financial and Operating Statistics

Unaudited	6/30/10			6/30/09
Debt to debt and Verizon’s equity ratio-end of period (1)		59.4	%		60.3	%
Book value per common share (1)	$	13.89		$	15.02
Common shares outstanding (in millions)
End of period		2,827			2,841
Total employees		210,800			235,326

(dollars in millions, except per share amounts)

Unaudited	3 Mos. Ended 6/30/10		3 Mos. Ended 6/30/09		6 Mos. Ended 6/30/10		6 Mos. Ended 6/30/09
Capital expenditures (including capitalized software)
Domestic Wireless	$	2,262	$	1,783	$	4,032	$	3,334
Wireline		1,781		2,338		3,347		4,341
Other		186		266		306		419
Total	$	4,229	$	4,387	$	7,685	$	8,094
Cash dividends declared per common share	$	0.475	$	0.460	$	0.950	$	0.920

Footnote:

(1) Calculations are based on the equity position attributable to Verizon, which excludes noncontrolling interests.

Verizon Communications Inc.

Verizon Wireless – Selected Financial Results

(dollars in millions)

Unaudited	3 Mos. Ended 6/30/10			3 Mos. Ended 6/30/09			% Change		6 Mos. Ended 6/30/10			6 Mos. Ended 6/30/09			% Change
Revenues
Service revenues	$	14,046		$	13,349		5.2		$	27,891		$	26,424		5.6
Equipment and other		1,960			2,131		(8.0	)		3,898			4,178		(6.7	)
Total Revenues		16,006			15,480		3.4			31,789			30,602		3.9
Operating Expenses
Cost of services and sales		4,780			4,825		(0.9	)		9,555			9,485		0.7
Selling, general & administrative expense		4,557			4,469		2.0			9,199			8,911		3.2
Depreciation and amortization expense		1,827			1,727		5.8			3,639			3,476		4.7
Total Operating Expenses		11,164			11,021		1.3			22,393			21,872		2.4
Operating Income	$	4,842		$	4,459		8.6		$	9,396		$	8,730		7.6
Operating Income Margin		30.3	%		28.8	%				29.6	%		28.5	%

Verizon Communications Inc.

Verizon Wireless – Selected Operating Statistics

(numbers in thousands)

Unaudited	6/30/10	6/30/09	% Change
Total Customers	92,063	87,694	5.0
Retail Customers	86,176	85,240	1.1

(numbers in thousands)

Unaudited	3 Mos. Ended 6/30/10		3 Mos. Ended 6/30/09		% Change		6 Mos. Ended 6/30/10		6 Mos. Ended 6/30/09		% Change
Total Customer net adds in period (1)	1,351		1,142		18.3		2,903		2,419		20.0
Retail Customer net adds in period (2)	454		1,145		(60.3	)	742		2,406		(69.2	)
Total churn rate	1.27	%	1.37	%			1.34	%	1.42	%
Retail churn rate	1.33	%	1.36	%			1.39	%	1.41	%

Footnotes:

(1) Includes acquisitions (other than Alltel Corp.) and adjustments of 1 customers in the second quarter of 2009; and 4 and 1 customers in the first and second quarter of 2010, respectively. Excludes the Alltel acquisition of 13,219 customers in the first quarter of 2009 and divestitures of 2,089 customers in the second quarter of 2010.

(2) Includes acquisitions (other than Alltel Corp.) and adjustments of 1 customers in the second quarter of 2009; and 4 customers in the first quarter of 2010. Excludes the Alltel acquisition of 12,813 customers in the first quarter 2009 and divestitures of 2,089 customers in the second quarter of 2010.

The segment financial results above are adjusted to exclude the effects of other non-operational items as the Company's chief operating decision maker excludes these items in assessing business unit performance.

Intersegment transactions have not been eliminated.

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

Verizon Communications Inc.

Wireline – Selected Financial Results

(dollars in millions)

Unaudited	3 Mos. Ended 6/30/10			3 Mos. Ended 6/30/09			% Change		6 Mos. Ended 6/30/10			6 Mos. Ended 6/30/09			% Change
Wireline Operating Revenues
Mass Markets	$	4,619		$	4,628		(0.2	)	$	9,204		$	9,218		(0.2	)
Global Enterprise		4,036			4,010		0.6			8,029			8,060		(0.4	)
Global Wholesale		2,232			2,434		(8.3	)		4,579			4,850		(5.6	)
Other		225			416		(45.9	)		532			927		(42.6	)
Total Operating Revenues		11,112			11,488		(3.3	)		22,344			23,055		(3.1	)
Operating Expenses
Cost of services and sales		6,001			5,947		0.9			12,115			11,842		2.3
Selling, general & administrative expense		2,590			2,726		(5.0	)		5,268			5,492		(4.1	)
Depreciation and amortization expense		2,307			2,260		2.1			4,575			4,475		2.2
Total Operating Expenses		10,898			10,933		(0.3	)		21,958			21,809		0.7
Operating Income	$	214		$	555		(61.4	)	$	386		$	1,246		(69.0	)
Operating Income Margin		1.9	%		4.8	%				1.7	%		5.4	%

Verizon Communications Inc.

Wireline – Selected Operating Statistics

(numbers in thousands)

Unaudited	6/30/10	6/30/09	% Change
Switched access lines in service
Total Residence (includes Primary residence)	17,405	19,655	(11.4	)
Primary residence	15,488	17,165	(9.8	)
Business	13,593	14,444	(5.9	)
Public	152	214	(29.0	)
Total	31,150	34,313	(9.2	)
Broadband connections	9,338	9,111	2.5
FiOS Internet Subscribers	3,814	3,082	23.8
FiOS TV Subscribers	3,203	2,517	27.3

Footnotes:

The segment financial results above are adjusted to exclude the effects of other non-operational items as the Company's chief operating decision maker excludes these items in assessing business unit performance.

Intersegment transactions have not been eliminated.

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

Verizon Communications Inc.

Other Reconciliations – Verizon

	Last								(dollars in millions)
Unaudited	Twelve Months (LTM)		3 Mos. Ended 6/30/10			3 Mos. Ended 3/31/10			3 Mos. Ended 12/31/09			3 Mos.  Ended 9/30/09
Verizon Consolidated EBITDA
Consolidated net income			$	1,547		$	2,284		$	1,101		$	2,887
Add/subtract non-operating items:
Provision (benefit) for income taxes				(49	)		1,565			(714	)		574
Interest expense				679			680			686			704
Other income and (expense), net				(17	)		(45	)		(13	)		(13	)
Equity in earnings of unconsolidated business				(121	)		(133	)		(131	)		(166	)
Operating income				2,039			4,351			929			3,986
Add: depreciation and amortization expense				4,176			4,121			4,241			4,172
Verizon Consolidated EBITDA			$	6,215		$	8,472		$	5,170		$	8,158
Other Items (Before Tax)
Merger Integration & Acquisition Related Charges				162			77			165			181
Access Line Spin-Off Related Charges				195			145			391			62
Severance, Pension, and Benefit Charges				2,314			136			3,020			610
Deferred Revenue Adjustment				268			—			—			—
				2,939			358			3,576			853
Adjusted EBITDA	$	35,741	$	9,154		$	8,830		$	8,746		$	9,011

(dollars in millions)

Unaudited	6/30/10		12/30/09
Verizon Net Debt
Debt maturing within one year	$	7,874	$	7,205
Long-term debt		49,594		55,051
Total debt	$	57,468	$	62,256
Less: Cash and cash equivalents		4,761		2,009
Net Debt	$	52,707	$	60,247

(dollars in millions)

Unaudited	6/30/10
Verizon Net Debt to Adjusted EBITDA (LTM)
Net Debt	$	52,707
Adjusted EBITDA	$	35,741
Net Debt to Adjusted EBITDA Ratio		1.47

Verizon Communications Inc.

Reconciliations – Free Cash Flow

(dollars in millions)

Unaudited	3 Mos.  Ended 6/30/10		3 Mos.  Ended 6/30/09
Verizon Free Cash Flow
Net cash provided by operating activities	$	9,756	$	7,515
Less: Capital expenditures		4,229		4,387
Free Cash Flow	$	5,527	$	3,128

Other Reconciliations – Verizon Wireless

(dollars in millions)

Unaudited	3 Mos.  Ended 6/30/10			3 Mos.  Ended 6/30/09
Verizon Wireless Segment EBITDA
Operating income	$	4,842		$	4,459
Add: depreciation and amortization expense		1,827			1,727
Verizon Wireless Segment EBITDA	$	6,669		$	6,186
Verizon Wireless total revenues	$	16,006		$	15,480
Verizon Wireless service revenues	$	14,046		$	13,349
Verizon Wireless operating income margin		30.3	%		28.8	%
Verizon Wireless Segment EBITDA service margin		47.5	%		46.3	%

(dollars in millions, except Cash Expense per Customer)

Unaudited	3 Mos.  Ended 6/30/10		3 Mos.  Ended 6/30/09
Verizon Wireless Cash Expense Per Customer
Verizon Wireless cost of services and sales	$	4,780	$	4,825
Verizon Wireless selling, general & administrative expense		4,557		4,469
Less: equipment and other revenue		1,960		2,131
Cash expense	$	7,377	$	7,163
Cumulative average customers (millions)		278.6		261.2
Cash expense per customer	$	26.48	$	27.42

Other Reconciliations – Wireline

(dollars in millions)

Unaudited	3 Mos.  Ended 6/30/10			3 Mos.  Ended 3/31/10			3 Mos.  Ended 6/30/09
Verizon Wireline Segment EBITDA
Operating income		214			172			555
Add: depreciation and amortization expense		2,307			2,268			2,260
Verizon Wireline Segment EBITDA	$	2,521		$	2,440		$	2,815
Verizon Wireline total revenues	$	11,112		$	11,232		$	11,488
Verizon Wireline operating income margin		1.9	%		1.5	%		4.8	%
Verizon Wireline Segment EBITDA margin		22.7	%		21.7	%		24.5	%