RNS Number:1700O
Verizon Communications
30 July 2003


                                  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 29, 2003
                        (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     (Commission File Number)    (I.R.S. Employer
     of incorporation)                                      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)

================================================================================

Item. 12.  Disclosure of Results of Operations and Financial Condition

Attached as an exhibit hereto is a press release and financial tables dated July
29, 2003 issued by Verizon Communications Inc. and included in its Investor
Relations Bulletin. The information contained in this report, including the
exhibit attached hereto, is also intended to be furnished under Item 9
"Regulation FD Disclosure" and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934.

Non-GAAP Measures

Verizon's press release and financial tables include non-GAAP financial
information. The consolidated statements of income before special items
eliminates 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. Management believes this presentation assists readers in better
understanding our results of operations and trends from period to period,
consistent with how management evaluates Verizon's consolidated and segment
results of operations for a variety of internal measures including strategic
business planning, capital allocation and compensation. Furthermore, while some
of these items have been periodically reported in Verizon's consolidated results
of operations, including 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.

Management believes that adjusted operating income before depreciation and
amortization margin, free cash flow, net debt and wireless cash expense per
subscriber per month, non-GAAP financial measures, are useful in evaluating
financial performance. Margins, free cash flow and net debt are also commonly
used by readers of financial information in assessing performance. Cash expense
per subscriber is a non-GAAP measure used internally to evaluate expense
efficiency.

                                    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 29, 2003                             /s/ David H. Benson
      -------------                     ----------------------------------------
                                        David H. Benson
                                        Senior Vice President and Controller



                                  EXHIBIT INDEX



Exhibit
Number         Description
--------       -----------

99             Press release and financial tables, dated July 29, 2003, issued
               by Verizon Communications Inc. and contained in its Investor
               Relations Bulletin.





                                                                      EXHIBIT 99

NEWS RELEASE


FOR IMMEDIATE RELEASE                             MEDIA CONTACTS:
JULY 29, 2003                                     PETER THONIS
                                                  212-395-2355
                                                  peter.thonis@verizon.com

                                                  BOB VARETTONI
                                                  212-395-7726
                                                  robert.a.varettoni@verizon.com


            VERIZON'S SECOND-QUARTER RESULTS MARKED BY SECTOR-LEADING
                       REVENUE GROWTH AND SOLID CASH FLOW

   SUSTAINED GROWTH IN WIRELESS, LONG-DISTANCE, BROADBAND AND BUNDLED SERVICES
            COMPLEMENTS STRONG OPERATIONAL EXECUTION AND DISCIPLINED
                                 CASH MANAGEMENT

                            SECOND-QUARTER HIGHLIGHTS

o    Verizon Wireless: 1.2 million net retail customer additions, up 10 percent
     from last year's quarter (1.3 million total net customer additions);
     record-low churn; strong margins; service revenue up 14.7 percent from last
     year's quarter; customer total at 34.6 million

o    Long Distance: 1.4 million net additional long-distance lines in the
     quarter; total long-distance lines, 14.6 million, a 36.1 percent
     year-over-year increase

o    DSL (digital subscriber lines): 1.9 million billed lines, up 101,000 since
     last quarter

o    Diluted earnings per share (EPS): 12 cents in fully diluted EPS, compared
     with a loss of 78 cents per share in second quarter 2002

o    EPS before special items: 69 cents, compared with 77 cents in EPS before
     special items in second quarter 2002

o    Debt Reduction: Net debt (total debt less cash and cash equivalents)
     reduced by $3.7 billion since year-end 2002 to $48.1 billion

o    Free Cash Flow (cash from operating activities less capital expenditures
     and dividends): $3.6 billion in first half of year

                                    GUIDANCE

o    Reiterated 2003 guidance, with additional net debt reduction; new Verizon
     Wireless guidance of net retail customer additions for 2003 of more than 4
     million

Note: The schedules accompanying this news release provide reconciliations to
generally accepted accounting principles (GAAP) for all non-GAAP financial
measures mentioned in this announcement.






Verizon News Release, page 2


         NEW YORK -- Verizon Communications Inc. (NYSE:VZ) today announced
second quarter 2003 fully diluted EPS of 12 cents, or 69 cents before special
items. The results reflect growth from the net addition of 1.3 million Verizon
Wireless customers and 1.4 million long-distance lines, and continued strong
operational and cash-management results.

         Verizon's reported earnings were $0.3 billion in the quarter, compared
with a reported loss of $2.1 billion in the second quarter 2002.

                                  SPECIAL ITEMS

         Second quarter 2003 special items totaled $1.6 billion, or 56 cents per
share. The components were charges of: $0.9 billion, or 33 cents per share, as a
result of Verizon's decision to sell its consolidated interest in Grupo
Iusacell; $0.4 billion, or 16 cents per share, for severance, pension and other
benefits, including costs associated with a July 10 labor arbitration ruling;
and $0.2 billion, or 7 cents per share, related to other special items, such as
the early redemption of debt.

         Excluding these items, Verizon's second-quarter earnings were $1.9
billion, or 69 cents per share.

         Verizon's second-quarter results reflect the reclassification of
Iusacell to discontinued operations in the current and prior periods, as a
result of the decision to sell Iusacell. As announced July 1, the results for
Verizon's directory publishing unit since the beginning of the year are being
reported using the amortization method of accounting.

                                 REVENUE GROWTH

         Verizon reported operating revenues of $16.8 billion for the quarter, a
0.5 percent increase from the second quarter 2002. However, last year's second
quarter included $246 million in revenue generated by 1.27 million switched
access lines that Verizon has since sold. Excluding the effect of these access
line sales, revenues increased 2.0 percent in the second quarter 2003. Growth
rates of both reported revenues and revenues excluding the effects of the access
line sales include $101 million attributable to the change in directory
accounting, since the amortization method more evenly distributes revenues and
expenses for Verizon's directory unit this year compared with last year.


Verizon News Release, page 3


         Verizon Wireless' second-quarter consolidated operating revenues
include a double-digit, year-over-year increase for the fourth consecutive
quarter. Verizon Wireless total revenues grew 14.3 percent to $5.5 billion, from
$4.8 billion in the second quarter of 2002. Service revenues grew 14.7 percent,
to $5.0 billion, compared with the second quarter of 2002.

         Domestic Telecom reported quarterly revenues for all long-distance
services of $0.9 billion, a growth rate of 17.2 percent, compared with the
second quarter 2002. A significant component of this total, interLATA
long-distance revenue, grew at a 27 percent rate. Domestic Telecom's overall
total operating revenues declined 3.4 percent compared with second quarter 2002,
to $9.9 billion in the second quarter 2003.

         While the mix of Verizon's consolidated revenues has shifted, the
company continued to maintain margins (as defined in the accompanying financial
schedules) in the second quarter 2003. Margins were 41.2 percent in this year's
second quarter, compared with 41.4 percent in last year's second quarter.

                             EXPENSES AND CASH FLOW

         Verizon reported operating expenses of $14.1 billion in the second
quarter 2003, virtually flat compared with the second quarter 2002. On a
comparable basis, operating expenses increased 4.6 percent in the second quarter
2003, driven by significantly lower pension income net of other post-retirement
benefit costs. The expenses for the comparable quarter of the prior year
included a $374 million net expense credit associated with pensions and
post-retirement benefits, compared with a $72 million net expense credit for the
second quarter 2003.

         Verizon's free cash flow was $3.6 billion for the first six months of
2003, compared with $2.0 billion in the same period last year. Cash from
operations was $11.0 billion through the first six months of 2003, compared with
$10.1 billion through the first six months of 2002.


                               SUSTAINABLE RESULTS

         Verizon CEO Ivan Seidenberg said, "Our second-quarter results are
strong and sustainable. This is underscored by Verizon Wireless' continued
industry-leading financial and operational results, and Verizon's continued
strong growth in selling bundled packages of local, long-distance and broadband
services.





Verizon News Release, page 4


         "We have demonstrated our ability to retain share in traditional
markets and capture share in new markets," Seidenberg added. "We are making
efficient use of our advanced network capabilities, and combining that with a
focus on customer service, innovation and operational excellence. Our cash flow
continues to be excellent, and we have made the necessary investments to
maintain margins and to retain and capture market share in the future."

                                  2003 GUIDANCE

         Seidenberg reiterated Verizon's 2003 guidance of $2.70 to $2.80 in
adjusted EPS, 0 to 2 percent comparable revenue growth, and $12.5 billion to
$13.5 billion in capital expenditures. Also, Verizon is now targeting a further
$3 billion to $4 billion reduction in net debt -- from a range of $49 billion to
$51 billion, to $46 billion to $47 billion -- based on continued strong
operational performance, the use of proceeds from non-strategic asset sales and
the deconsolidation of Iusacell's $0.8 billion debt.

         In second quarter 2003, net debt was reduced to $48.1 billion, from
$51.8 billion at year-end 2002. Total debt was $48.9 billion at the end of the
second quarter 2003, reduced from $53.3 billion at year-end 2002.

         Verizon also announced that Verizon Wireless expects a total of more
than 4 million net retail customer additions in 2003.


                           BUSINESS SEGMENT HIGHLIGHTS

DOMESTIC TELECOM

         (Note: Current and prior periods exclude the effects of access lines
sold in 2002.)

         The company indicated that bargaining to renew the labor contracts that
expire at midnight on Aug. 2 continues. These labor contracts affect more than
78,000 Domestic Telecom employees in Northeast and mid-Atlantic states. While
the range of issues in these negotiations reflects complex marketplace
realities, the company is hopeful that new contracts can be negotiated by the
contract deadline. In the event an agreement is not reached on time, Verizon
said it has contingency plans in place to provide the necessary customer service
and operational support.

         Regarding second quarter 2003 highlights, Domestic Telecom reported a
36.1 percent year-over-year increase in long-distance lines served. Verizon, the
nation's third largest long-


Verizon News Release, page 5

distance carrier for consumers, served 14.6 million long-distance lines at the
end of the second quarter 2003, an increase of 1.4 million lines in the quarter.
More than 58 percent of these lines are in states where Verizon has obtained
long-distance authorization over the past three and a half years.

         During the second quarter 2003, Verizon Freedom plans were launched for
consumers in Maryland, West Virginia, California, Texas and Washington, D.C. --
and similar plans for businesses were launched in Massachusetts and New York.
Verizon Freedom plans, introduced last summer, continue to retain and win back
customers by offering local services with various combinations of long distance,
wireless and Internet access in a discounted bundle available on one bill.

         Nearly 24 percent of Verizon consumers now subscribe to a package of
Verizon services, including either local service plus enhanced calling features
or local service plus broadband, long distance or wireless services.

         Other Domestic Telecom second-quarter highlights include:

o    Billed DSL service grew to a total of 1.9 million lines, up 101,000 since
     last quarter. Approximately 67 percent of Verizon's 56.8 million access
     lines are qualified to receive DSL service. As previously announced, the
     company expects to qualify 80 percent of its access lines by year-end
     through the continued deployment of DSL technology.

o    Voice-grade access line equivalents (access lines plus equivalent data
     circuits) grew to 137.6 million, up 3.6 percent compared with the second
     quarter 2002.

o    Total revenues for high-capacity and digital-data services were $1.8
     billion in the second quarter, down slightly from the year-earlier period,
     with increased demand for high-speed services such as ATM, Frame Relay,
     SONET and DSL, offset by a lessened demand for low-speed services.

o    Building on the company's presence in two-thirds of the nation's top 100
     markets, Verizon has signed approximately 500 contracts with large-business
     customers as part of its Enterprise Advance initiative launched in the
     fourth quarter 2002. Offerings include advanced data networking, such as
     Gigabit Ethernet and Dense Wave Division Multiplexing, which Verizon now
     provides on a nationwide basis since gaining all necessary long-distance
     approvals earlier this year.


VERIZON WIRELESS

           In the second quarter 2003, Verizon Wireless continued its
consistent, industry-leading performance, delivering strong profitability,
strong ARPU (average revenue per user) and strong




Verizon News Release, page 6


customer growth in the quarter. Retail gross additions were up 3.5 percent over
the prior year. The total number of customers grew 14.2 percent, while churn
levels were the lowest in the company's history.

         The retail customer base grew 15 percent year over year, and
represented more than 96 percent of the base, or 33.4 million of the company's
34.6 million total customers, at the end of the quarter. Retail net customer
additions in the quarter -- up more than 10 percent over the second quarter 2002
- -- were 1.2 million of the company's approximately 1.3 million net additions.

         Retail churn, as well as total churn for both retail and reseller, was
1.7 percent. The retail post-pay segment -- which is more than 90 percent of the
company's base -- had a churn rate of 1.4 percent for the second quarter.

         Other Verizon Wireless highlights include:

o    Average monthly service revenue per subscriber was more than $49, up 1.2
     percent over the prior-year quarter and up more than $2 over the first
     quarter 2003.

o    The company's low-cost structure continued to lead the industry, as cash
     expense per subscriber increased only 1.2 percent over the prior-year
     quarter, even with the record volume of new subscribers. The percentage of
     operating income before depreciation and amortization, divided by service
     revenues, remained strong at 38.7 percent.

o    Quarterly operating income before depreciation and amortization increased
     14.5 percent year over year to $1.9 billion.

o    Virtually all of the company's national network, the most extensive in the
     country, is now equipped with Express Network 1XRTT service, providing
     higher data speeds and improved efficiency of spectrum use to accommodate
     growth in overall usage as well as in popular data services. The network
     now is poised for the company's launch of EVDO, which will enable the next
     generation of higher data speeds, in two cities this fall.

o    Demand for the company's data and text services continued to build in the
     quarter. Text messaging grew to more than 300 million billed text messages
     a month, and 1.4 billion in the first half of this year. Usage on the
     company's Express Network has significantly increased over the preceding
     quarter. And the company's Get It Now(SM) BREW-based downloadable
     ringtones, games and exclusive content grew to 2.5 million
     revenue-generating downloads a month and 170 unique applications.

o    The company continued to strengthen its position in the business market
     segment and now serves 70 percent of Fortune 100 companies and half of the
     Fortune 500, with nearly 25 percent of the wireless business market share.
     Driving this growth is the expanding suite of Wireless Office services
     launched earlier this year for voice tools, data access and




Verizon News Release, page 7


     customized solutions for the latest PDA, laptop and Blackberry devices on
     the company's national 1XRTT Express Network.

o    The company launched its easy-to-use picture messaging service for sending
     photos, with text and voice recordings added, to other Verizon Wireless
     handsets, or to any e-mail address. The service is available on the
     company's LG VX 6000 handset, one of the only camera phones in the market
     with a zoom control feature.

o    Leading the industry on the issue of Wireless Local Number Portability
     (WLNP), the company announced plans for consumer-friendly porting of phone
     numbers when WLNP takes effect in November. The company called on the rest
     of the industry to adopt its plan and the Federal Communications Commission
     to issue its stamp of approval.


INFORMATION SERVICES

         (Note: Effective Jan. 1, 2003, Verizon changed its accounting for
recognizing directory revenues and direct expenses from the publication-date
method to the amortization method. The publication-date method recognizes
revenues and expenses when directories are distributed. Under the amortization
method, which is increasingly becoming the industry standard, revenues and
expenses are recognized over the life of the directory, which is usually 12
months. This change results in a more even distribution of revenue and expenses
throughout the year, and does not impact cash flow. As required by GAAP, the
previous year's results have not been adjusted for this change.)

o    Verizon Information Services (VIS) revenues for the second quarter 2003
     increased 12.1 percent compared with the same period last year, and
     operating income before depreciation and amortization for the second
     quarter 2003 increased 15 percent over 2002. These growth rates primarily
     reflect the accounting change mentioned above, as well as VIS' commitment
     to cost containment through process improvement and system consolidation.

o    VIS' electronic product, SuperPages.com(TM), continues to achieve strong
     domestic growth, as demonstrated by a 37 percent increase in revenue and a
     25 percent increase in searches, when comparing the second quarter 2003
     with the second quarter 2002.


INTERNATIONAL

o     Second-quarter revenues were $509 million, compared with $570 million in
      the second quarter 2002. The revenue decline was largely the result of
      declining foreign exchange rates in the Dominican Republic.

o     Verizon continued to see strong International wireless subscriber growth,
      as the total number of wireless subscribers served by Verizon's
      International investments increased nearly 3 million compared with second
      quarter 2002, representing a 10.1 percent growth rate.




Verizon News Release, page 8



         A Fortune 10 company, Verizon Communications (NYSE:VZ) is one of the
world's leading providers of communications services. Verizon companies are the
largest providers of wireline and wireless communications in the United States,
with 137.6 million access line equivalents and 34.6 million Verizon Wireless
customers. Verizon is the third largest long-distance carrier for U.S.
consumers, with 14.6 million long-distance lines, and the company is also the
largest directory publisher in the world, as measured by directory titles and
circulation. With approximately $67 billion in annual revenues and 221,000
employees, Verizon's global presence extends to the Americas, Europe and Asia.
For more information on Verizon, visit www.verizon.com.



                                      ####




VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and
biographies, media contacts 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: the duration and extent of the current economic
downturn; materially adverse changes in economic or labor conditions, including
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; our
ability to satisfy regulatory merger conditions; the ability of Verizon Wireless
to continue to obtain sufficient spectrum resources; our ability to recover
insurance proceeds relating to equipment losses and other adverse financial
impacts resulting from the terrorist attacks on Sept. 11, 2001; and 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.





                                        9
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------------------------------------------------------





                                                                         (dollars in millions, except per share amounts)


                                  3 Mos. Ended   3 Mos. Ended                  6 Mos. Ended    6 Mos. Ended
Unaudited                              6/30/03        6/30/02     % Change          6/30/03         6/30/02   % Change  
                     
--------------------------------- ------------   ------------     --------     ------------    ------------ ----------  

OPERATING REVENUES                 $    16,829     $   16,752        .5          $   33,319     $    33,037        .9
OPERATING EXPENSES
Cost of services and sales               5,042          4,951       1.8              10,166           9,760       4.2
Selling, general & administrative
   expense                               5,673          5,793      (2.1)              9,965          10,691      (6.8)
Depreciation and amortization expense    3,384          3,322       1.9               6,751           6,608       2.2
Sales of assets, net                        --             --        --                  --            (220)   (100.0)
                                   -----------     ----------                    ----------     -----------
TOTAL OPERATING EXPENSES                14,099         14,066        .2              26,882          26,839        .2
                                   -----------     ----------                    ----------     -----------

OPERATING INCOME                         2,730          2,686       1.6               6,437           6,198       3.9
Income (loss) from unconsolidated  
  businesses                               227         (3,359)        *                 394          (4,903)        *
Other income and (expense), net            (46)            60         *                  11             105     (89.5)
Interest expense                          (692)          (769)    (10.0)             (1,447)         (1,556)     (7.0)
Minority interest                         (380)          (372)      2.2                (722)           (633)     14.1
                                    -----------     ----------                    ----------     -----------
INCOME (LOSS) BEFORE PROVISION
   FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND 
   CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE           1,839         (1,754)        *               4,673            (789)        *
Provision for income taxes                (573)          (323)     77.4              (1,497)         (1,282)     16.8
                                   -----------     ----------                    ----------     -----------
INCOME (LOSS) BEFORE DISCONTINUED
   OPERATIONS AND CUMULATIVE 
   EFFECT OF
   ACCOUNTING CHANGE                     1,266         (2,077)        *               3,176          (2,071)        *
DISCONTINUED OPERATIONS
   Loss from operations of Iusacell       (952)           (35)        *                (957)            (42)        *
   Income tax benefit (provision)           24             (3)        *                  22              (7)        *
                                   -----------     ----------                    ----------     -----------
       Loss on discontinued 
       operations                         (928)           (38)        *                (935)            (49)        *
CUMULATIVE EFFECT OF ACCOUNTING
   CHANGE, NET OF TAX                       --             --        --                 503            (496)        *
                                   -----------     ----------                    ----------     -----------
NET INCOME (LOSS)                  $       338     $   (2,115)        *          $    2,744     $    (2,616)        *
                                   ===========     ==========                    ==========     ===========

BASIC EARNINGS (LOSS) PER SHARE    $       .12     $     (.78)        *          $     1.00     $      (.96)        *
Weighted average number of common
   shares (in millions)                  2,754          2,726                         2,751           2,723

DILUTED EARNINGS (LOSS) 
  PER SHARE(1)                     $       .12     $     (.78)        *          $      .99     $      (.96)        *
Weighted average number of common
   shares-assuming dilution
   (in millions)                         2,786          2,726                         2,783           2,723


FOOTNOTES:

(1)  Diluted Earnings (Loss) per Share include income related to share dilution
     (exchangeable equity interests) of $4 million and $9 million for the second
     quarter and year-to-date 2003 respectively, and the dilutive effect of
     shares issuable under our stock-based compensation plans and exchangeable
     equity interests, which represent the only potential dilution. There is no
     impact of diluted securities in the second quarter and year-to-date of 2002
     since a net loss from continuing operations was reported.

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results. However, prior year
results have not been adjusted for the change in accounting, effective January
1, 2003, related to recognition of directory revenues and direct costs from the
publication date method to the amortization method.

*  Not meaningful


                                 10
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME BEFORE SPECIAL ITEMS
---------------------------------------------------------------------------------





                                                                         (dollars in millions, except per share amounts)
                                                  3 Mos.        3 Mos.                  6 Mos.        6 Mos.
                                                   Ended         Ended                   Ended         Ended
Unaudited                                        6/30/03       6/30/02  % Change       6/30/03       6/30/02   % Change
-------------------------------------------    ----------     --------   --------     --------      --------   -------- 
OPERATING REVENUES(1)
  Domestic Telecom                              $  9,905      $ 10,254      (3.4)     $ 19,846      $ 20,505       (3.2)
  Domestic Wireless                                5,477         4,791      14.3        10,563         9,221       14.6
  Information Services                             1,049           936      12.1         2,070         1,739       19.0
  International                                      509           570     (10.7)        1,026         1,132       (9.4)
  Other                                             (111)          (45)    146.7          (186)          (47)         *
                                                 --------      --------                --------      --------
TOTAL OPERATING REVENUES                          16,829        16,506       2.0        33,319        32,550        2.4
                                                 --------      --------                --------      --------
OPERATING EXPENSES(1)
  Cost of services and sales                       5,042         4,873       3.5        10,166         9,621        5.7
  Selling, general & administrative expense        4,779         4,427       8.0         9,071         8,753        3.6
  Depreciation and amortization expense            3,384         3,322       1.9         6,751         6,608        2.2
                                                 --------      --------                --------      --------
TOTAL OPERATING EXPENSES                          13,205        12,622       4.6        25,988        24,982        4.0
                                                 --------      --------                --------      --------

OPERATING INCOME                                   3,624         3,884      (6.7)        7,331         7,568       (3.1)
Operating income impact of operations sold (1)        --           165    (100.0)           --           327     (100.0)
Income from unconsolidated businesses                227           241      (5.8)          394           386        2.1
Other income and (expense), net                       15            64     (76.6)           72           127      (43.3)
Interest expense                                    (692)         (769)    (10.0)       (1,447)       (1,556)      (7.0)
Minority interest                                   (380)         (396)     (4.0)         (722)         (669)       7.9
                                                 --------      --------                --------      --------
INCOME BEFORE PROVISION FOR INCOME TAXES
AND DISCONTINUED OPERATIONS                        2,794         3,189     (12.4)        5,628         6,183       (9.0)
Provision for income taxes                          (889)       (1,056)    (15.8)       (1,813)       (2,070)     (12.4)
                                                 --------      --------                --------      --------
INCOME BEFORE DISCONTINUED OPERATIONS              1,905         2,133     (10.7)        3,815         4,113       (7.2)
DISCONTINUED OPERATIONS
  Income (loss) from operations of Iusacell            6           (35)        *             1           (42)         *
  Provision for income taxes                          (2)           (3)    (33.3)           (4)           (7)     (42.9)
                                                 --------      --------                --------      --------
    Income (loss) on discontinued operations           4           (38)        *            (3)          (49)     (93.9)
                                                 --------      --------                --------      --------
NET INCOME BEFORE SPECIAL ITEMS                 $  1,909      $  2,095      (8.9)     $  3,812      $  4,064       (6.2)
                                                 ========      ========                ========      ========

BASIC EARNINGS PER SHARE                        $    .69      $    .77     (10.4)     $   1.39      $   1.49       (6.7)
Weighted average number of common shares 
(in millions)                                      2,754         2,726                   2,751         2,723

DILUTED ADJUSTED EARNINGS PER SHARE             $    .69      $    .77     (10.4)     $   1.37      $   1.49       (8.1)
Weighted average number of common
 shares-assuming dilution (in millions)            2,786         2,726                   2,783         2,723


FOOTNOTES:

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results. However, prior year
results have not been adjusted for the change in accounting, effective January
1, 2003, related to recognition of directory revenues and direct costs from the
publication date method to the amortization method.

(1) Reclassifications of prior period amounts have also been made to reflect
comparable operating results excluding significant operations sold, the
previously announced Domestic Telecom access lines, as follows:


                                                             3 Mos.        3 Mos.                  6 Mos.        6 Mos.
                                                              Ended         Ended                   Ended         Ended
                                                            6/30/03       6/30/02                 6/30/03       6/30/02
                                                            -------       -------                 -------       -------

           Revenues                                         $    --       $   246                 $    --       $   487
           Expenses                                         $    --       $    81                 $    --       $   160

* Not meaningful






                                    11
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME - RECONCILIATIONS
---------------------------------------------------------------------------------


                                                                        (dollars in millions, except per share amounts)

                                                                   Special and Non-Recurring Items
                                                         ---------------------------------------------
                                       3 Mos. Ended                     Severance,       Lease          3 Mos. Ended
                                            6/30/03                    Pension and     Impairment          6/30/03
                                           Reported     Iusacell          Benefit        and Other          Before
Unaudited                                    (GAAP)       Charge          Charges      Special Charges    Special Items
--------------------------------------- -----------  ------------   --------------    ---------------  ---------------

OPERATING REVENUES                    $     16,829  $         --   $           --  $            --  $        16,829

OPERATING EXPENSES
Cost of services and sales                   5,042            --               --               --            5,042
Selling, general & administrative 
expense                                      5,673            --             (697)            (197)           4,779
Depreciation and amortization expense        3,384            --               --               --            3,384
Sales of assets, net                            --            --               --               --               --
                                      ------------  ------------   --------------  ---------------  ---------------
TOTAL OPERATING EXPENSES                    14,099            --             (697)            (197)          13,205
                                      ------------  ------------   --------------  ---------------  ---------------

OPERATING INCOME                             2,730            --              697              197            3,624
Operating income impact of 
operations sold                                 --            --               --               --               --
Income from unconsolidated businesses          227            --               --               --              227
Other income and (expense), net                (46)           --               --               61               15
Interest expense                              (692)           --               --               --             (692)
Minority interest                             (380)           --               --               --             (380)
                                      ------------  ------------   --------------  ---------------  ---------------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE               1,839            --              697              258            2,794
Provision for income taxes                    (573)           --             (262)             (54)            (889)
                                      ------------  ------------   --------------  ---------------  ---------------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE                                    1,266            --              435              204            1,905
DISCONTINUED OPERATIONS
   Loss from operations of Iusacell           (952)          957                1               --                6
   Income tax benefit (provision)               24           (26)              --               --               (2)
                                      ------------  ------------   --------------  ---------------  ---------------
          Loss on discontinued 
          operations                          (928)          931                1               --                4
CUMULATIVE EFFECT OF ACCOUNTING 
 CHANGE, NET OF TAX                             --            --               --               --               --
                                      ------------  ------------   --------------  ---------------  ---------------
NET INCOME                            $        338  $        931   $          436  $           204  $         1,909
                                      ============  ============   ==============  ===============  ===============

BASIC EARNINGS PER COMMON SHARE(1)    $        .12  $        .34   $          .16  $           .07  $           .69

DILUTED EARNINGS PER COMMON SHARE(1)  $        .12  $        .33   $          .16  $           .07  $           .69







                                                                 (dollars in millions, except per share amounts)

                                                                            Special and Non-Recurring Items
                                                                      -----------------------------------------
                                                      3 Mos. Ended
                                                         6/30/02                     Impact of     Investment -
                                                         Reported      Transition    Operations     Related
Unaudited                                                 (GAAP)          Costs         Sold        Charges
----------------------------------------------------    -------------  -----------   -----------   -------------

OPERATING REVENUES                                     $      16,752  $        --   $      (246)  $          --

OPERATING EXPENSES
Cost of services and sales                                     4,951          (41)          (37)             --
Selling, general & administrative expense                      5,793          (61)          (44)             --
Depreciation and amortization expense                          3,322           --            --              --
Sales of assets, net                                              --           --            --              --
                                                       -------------  -----------   -----------   -------------
TOTAL OPERATING EXPENSES                                      14,066         (102)          (81)             --
                                                       -------------  -----------   -----------   -------------

OPERATING INCOME                                               2,686          102          (165)             --
Operating income impact of operations sold                        --           --           165              --
Income from unconsolidated businesses                         (3,359)          --            --           3,558
Other income and (expense), net                                   60           --            --              --
Interest expense                                                (769)          --            --              --
Minority interest                                               (372)         (10)           --              --
                                                       -------------  -----------   -----------   -------------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                                (1,754)          92            --           3,558
Provision for income taxes                                      (323)         (35)           --            (253)
                                                       -------------  -----------   -----------   -------------
INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                 (2,077)          57            --           3,305
DISCONTINUED OPERATIONS
   Loss from operations of Iusacell                              (35)          --            --              --
   Income tax provision                                           (3)          --            --              --
                                                       -------------  -----------   -----------   -------------
          Loss on discontinued operations                        (38)          --            --              --
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX                --           --            --              --
                                                       -------------  -----------   -----------   -------------
NET INCOME (LOSS)                                      $      (2,115) $        57   $        --   $       3,305
                                                       =============  ===========   ===========   =============

BASIC EARNINGS (LOSS) PER COMMON SHARE (1)             $        (.78) $       .02   $        --   $        1.21

DILUTED EARNINGS (LOSS) PER COMMON SHARE (1)           $        (.78) $       .02   $        --   $        1.21



                                                                (dollars in millions, except per share amounts)

                                                             Special and Non-Recurring Items
                                                       ------------------------------------------
                                                         Severance,                   WorldCom      3 Mos. Ended
                                                        Pension and                 Exposure and      6/30/02
                                                          Benefit      NorthPoint   Other Special     Before
Unaudited                                                 Charges      Settlement      Items       Special Items
----------------------------------------------------    ------------   -----------   -------------  -------------

OPERATING REVENUES                                     $         --   $        --   $          --  $      16,506

OPERATING EXPENSES
Cost of services and sales                                       --            --              --          4,873
Selling, general & administrative expense                      (692)         (175)           (394)         4,427
Depreciation and amortization expense                            --            --              --          3,322
Sales of assets, net                                             --            --              --             --
                                                       ------------   -----------   -------------  -------------
TOTAL OPERATING EXPENSES                                       (692)         (175)           (394)        12,622
                                                       ------------   -----------   -------------  -------------

OPERATING INCOME                                                692           175             394          3,884
Operating income impact of operations sold                       --            --              --            165
Income from unconsolidated businesses                            42            --              --            241
Other income and (expense), net                                  --            --               4             64
Interest expense                                                 --            --              --           (769)
Minority interest                                               (14)           --              --           (396)
                                                       ------------   -----------   -------------  -------------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                                  720           175             398          3,189
Provision for income taxes                                     (245)          (61)           (139)        (1,056)
                                                       ------------   -----------   -------------  -------------
INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                   475           114             259          2,133
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                               --            --              --            (35)
  Income tax provision                                           --            --              --             (3)
                                                       ------------   -----------   -------------  -------------
Loss on discontinued operations                                  --            --              --            (38)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX               --            --              --             --
                                                       ------------   -----------   -------------  -------------
NET INCOME (LOSS)                                      $        475   $       114   $         259  $       2,095
                                                       ============   ===========   =============  =============
BASIC EARNINGS (LOSS) PER COMMON SHARE (1)             $        .17   $       .04   $         .10  $         .77

DILUTED EARNINGS (LOSS) PER COMMON SHARE (1)           $        .17   $       .04   $         .10  $         .77

FOOTNOTE:

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



                                      12
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME - RECONCILIATIONS
---------------------------------------------------------------------------------



                                                                (dollars in millions, except per share amounts)

                                                                Special and Non-Recurring Items
                                             ------------------------------------------------------------

                              6 Mos. Ended                     Severance,       Lease        Cumulative   6 Mos. Ended
                                 6/30/03                      Pension and   Impairment and   Effect of       6/30/03
                                Reported                        Benefit     Other Special    Accounting  Before Special
Unaudited                        (GAAP)     Iusacell Charge     Charges        Charges        Change        Items
---------------------------  ------------  ---------------   -----------   --------------   ----------  ---------------
OPERATING REVENUES             $  33,319        $    --        $      --      $      --       $      --      $  33,319

OPERATING EXPENSES
Cost of services and sales        10,166             --               --             --              --         10,166
Selling, general &
   administrative expense          9,965             --             (697)          (197)             --          9,071
Depreciation and amortization 
   expense                         6,751             --               --             --              --          6,751
Sales of assets, net                  --             --               --             --              --             --
                               ---------        -------        ---------      ---------       ---------      ---------
TOTAL OPERATING EXPENSES          26,882             --             (697)          (197)             --         25,988
                               ---------        -------        ---------      ---------       ---------      ---------

OPERATING INCOME                   6,437             --              697            197              --          7,331
Operating income impact of
   operations sold                    --             --               --             --              --             --
Income from unconsolidated 
   businesses                        394             --               --             --              --            394
Other income and (expense), 
   net                                11             --               --             61              --             72
Interest expense                  (1,447)            --               --             --              --         (1,447)
Minority interest                   (722)            --               --             --              --           (722)
                               ---------        -------        ---------      ---------       ---------      ---------
INCOME BEFORE PROVISION FOR
   INCOME TAXES, DISCONTINUED
   OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE     4,673             --              697            258              --          5,628
Provision for income taxes        (1,497)            --             (262)           (54)             --         (1,813)
                               ---------        -------        ---------      ---------       ---------      ---------
INCOME BEFORE DISCONTINUED 
   OPERATIONS
   AND CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE               3,176             --              435            204              --          3,815
   DISCONTINUED OPERATIONS
   Loss from operations of 
   Iusacell                         (957)           957                1             --              --              1
   Income tax benefit 
   (provision)                        22            (26)              --             --              --             (4)
                               ---------        -------        ---------      ---------       ---------      ---------
        Loss on discontinued 
        operations                  (935)           931                1             --              --             (3)
CUMULATIVE EFFECT OF ACCOUNTING
   CHANGE, NET OF TAX                503             --               --             --            (503)            --
                               ---------        -------        ---------      ---------       ---------      ---------
NET INCOME (LOSS)              $   2,744        $   931        $     436      $     204       $    (503)     $   3,812
                               =========        =======        =========      =========       =========      =========

BASIC EARNINGS PER COMMON 
SHARE(1)                       $    1.00        $   .34        $     .16      $     .07       $    (.18)     $    1.39

DILUTED EARNINGS PER COMMON 
SHARE(1)                       $     .99        $   .33        $     .16      $     .07       $    (.18)     $    1.37




                                                                     (dollars in millions, except per share amounts)

                                                                         Special and Non-Recurring Items
                                              --------------------------------------------------------------------------
                       6 Mos. Ended
                          6/30/03              Sales                                   Impact of             Investment-
                          Reported            of Assets,           Transition           Operations             Related
Unaudited                 (GAAP)                Net                  Costs                Sold                Charges
----------------------- ------------         ----------           ----------           ----------           ------------

OPERATING REVENUES      $   33,037           $       --           $       --           $     (487)          $       --

OPERATING EXPENSES
Cost of services and 
  sales                       9,760                   --                  (51)                 (88)                  --
Selling, general &
   administrative expense    10,691                   --                 (147)                 (72)                (458)
Depreciation and
   amortization expense       6,608                   --                   --                   --                   --
Sales of assets, net           (220)                 220                   --                   --                   --
                         ----------           ----------           ----------           ----------           ----------
TOTAL OPERATING EXPENSES     26,839                  220                 (198)                (160)                (458)
                         ----------           ----------           ----------           ----------           ----------

OPERATING INCOME              6,198                 (220)                 198                 (327)                 458
Operating income impact
   of operations sold            --                   --                   --                  327                   --
Income from
   unconsolidated 
   businesses                (4,903)                  --                   --                   --                5,247
Other income and 
  (expense), net                105                   --                   --                   --                   --
Interest expense             (1,556)                  --                   --                   --                   --
Minority interest              (633)                  --                  (22)                  --                   --
                          ----------           ----------           ----------           ----------           ----------
INCOME BEFORE PROVISION 
   FOR INCOME TAXES, 
   DISCONTINUED OPERATIONS 
   AND CUMULATIVE
   EFFECT OF ACCOUNTING 
   CHANGE                      (789)                (220)                 176                   --                5,705
Provision for income 
   taxes                     (1,282)                 104                  (67)                  --                 (374)
                         ----------           ----------           ----------           ----------           ----------

INCOME (LOSS) BEFORE
   DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE        (2,071)                (116)                 109                   --                5,331
DISCONTINUED OPERATIONS
  Loss from operations of 
  Iusacell                     (42)                  --                   --                   --                   --
  Income tax provision          (7)                  --                   --                   --                   --
                        ----------           ----------           ----------           ----------           ----------
  Loss on discontinued 
  operations                   (49)                  --                   --                   --                   --
CUMULATIVE EFFECT OF 
   ACCOUNTING
   CHANGE, NET OF TAX         (496)                  --                   --                   --                   --
                        ----------           ----------           ----------           ----------           ----------
NET INCOME (LOSS)       $   (2,616)          $     (116)          $      109           $       --           $    5,331
                        ==========           ==========           ==========           ==========           ==========



BASIC EARNINGS (LOSS) 
   PER COMMON SHARE(1)  $     (.96)          $     (.04)          $      .04           $       --           $     1.96

DILUTED EARNINGS (LOSS) 
   PER COMMON SHARE(1)  $     (.96)          $     (.04)          $      .04           $       --           $     1.96


                                                                    (dollars in millions, except per share amounts)

                                                    Special and Non-Recurring Items
                           -----------------------------------------------------------------------------
                          Severance,                               WorldCom               Cumulative      6 Mos. Ended
                         Pension and                             Exposure and               Effect           6/30/02
                           Benefit             NorthPoint        Other Special           of Accounting       Before
Unaudited                  Charges              Settlement           Items                  Change        Special Items
------------------------- -----------           ------------      -------------           -------------    -------------

OPERATING REVENUES         $       --           $       --           $       --           $       --       $   32,550

OPERATING EXPENSES
Cost of services and sales         --                   --                   --                   --            9,621
Selling, general &
   administrative expense        (692)                (175)                (394)                  --            8,753
Depreciation and
   amortization expense            --                   --                   --                   --            6,608
Sales of assets, net               --                   --                   --                   --               --
                           ----------           ----------           ----------           ----------       ----------
TOTAL OPERATING EXPENSES         (692)                (175)                (394)                  --           24,982
                           ----------           ----------           ----------           ----------       ----------

OPERATING INCOME                  692                  175                  394                   --            7,568
Operating income impact
   of operations sold              --                   --                   --                   --              327
Income from
   unconsolidated businesses       42                   --                   --                   --              386
Other income and (expense), net    --                   --                   22                   --              127
Interest expense                   --                   --                   --                   --           (1,556)
Minority interest                 (14)                  --                   --                   --             (669)
                            ----------           ----------           ----------           ----------       ----------

INCOME BEFORE PROVISION FOR
   INCOME TAXES, DISCONTINUED
   OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE    720                  175                  416                   --            6,183
Provision for income taxes       (245)                 (61)                (145)                  --           (2,070)
                            ----------           ----------           ----------           ----------       ----------
INCOME (LOSS) BEFORE
   DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE              475                  114                  271                   --            4,113
DISCONTINUED OPERATIONS
   Loss from operations of 
   Iusacell                        --                   --                   --                   --              (42)
   Income tax provision            --                   --                   --                   --               (7)
                           ----------           ----------           ----------           ----------       ----------
         Loss on discontinued
           operations              --                   --                   --                   --              (49)
CUMULATIVE EFFECT OF ACCOUNTING
   CHANGE, NET OF TAX              --                   --                   --                  496               --
                           ----------           ----------           ----------           ----------       ----------
NET INCOME (LOSS)          $      475           $      114           $      271           $      496       $    4,064
                           ==========           ==========           ==========           ==========       ==========


BASIC EARNINGS (LOSS) PER
   COMMON SHARE(1)         $      .17           $      .04           $      .10           $      .18       $     1.49

DILUTED EARNINGS (LOSS) PER
   COMMON SHARE(1)         $      .17           $      .04           $      .10           $      .18       $     1.49


FOOTNOTE:

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

                                     13
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
OTHER RECONCILIATIONS
---------------------------------------------------------------------------------



                                                                       (dollars in millions, except per share amounts)

                                                                                    3 Mos. Ended          3 Mos. Ended
Unaudited                                                                                6/30/03               6/30/02
-----------------------------------------------------------------------               ------------          ------------

ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION MARGIN
  Net income before special items                                                    $    1,909            $    2,095
  Discontinued operations                                                                    (4)                   38
  Plus:  Income taxes                                                                       889                 1,056
         Minority interest                                                                  380                   396
         Interest expense                                                                   692                   769
         Other income and (expense), net                                                    (15)                  (64)
         Income from unconsolidated businesses                                             (227)                 (241)
         Operating income impact of operations sold                                          --                  (165)
                                                                                     ----------            ----------
Operating income before special items                                                     3,624                 3,884
Depreciation and amortization                                                             3,384                 3,322
                                                                                     ----------            ----------
Adjusted operating income before depreciation and amortization                            7,008                 7,206
Less:  Net pension and OPEB credit                                                           72                   374
                                                                                     ----------            ----------
Adjusted operating income before depreciation and
  amortization excluding pension and OPEB                                            $    6,936            $    6,832
Revenues before special items                                                        $   16,829            $   16,506
Adjusted operating income before depreciation and amortization margin                      41.2%                 41.4%




                                                                                    6 Mos. Ended          6 Mos. Ended
Unaudited                                                                                6/30/03               6/30/02
----------------------------------------------------------------------               ------------          ------------

FREE CASH FLOW
  Cash from operating activities                                                     $   10,969            $   10,095
  Less:  Capital expenditures (including network and non-network
         software)                                                                       (5,294)               (5,980)
         Dividends paid                                                                  (2,115)               (2,096)
                                                                                     ----------            ----------
                                                                                     $    3,560            $    2,019
                                                                                     ==========            ==========

Unaudited                                                                                6/30/03              12/31/02
----------------------------------------------------------------------               ------------          ------------

NET DEBT
  Short-term debt                                                                    $   10,083            $    9,267
  Long-term debt                                                                         38,846                44,003
  Less:  Cash and cash equivalents                                                         (820)               (1,422)
                                                                                     ----------            ----------
                                                                                     $   48,109            $   51,848
                                                                                     ==========            ==========

                                                                                    3 Mos. Ended          3 Mos. Ended
Unaudited                                                                                6/30/03               6/30/02
- ---------------------------------------------------------------------               ------------          ------------

WIRELESS CASH EXPENSE PER SUBSCRIBER PER MONTH
  Cost of services and sales                                                         $    1,567            $    1,328
  Selling, general and administrative expense                                             1,973                 1,771
  Less:  Equipment and other revenue                                                       (466)                 (422)
                                                                                     ----------            ----------
  Cash expense                                                                            3,074                 2,677
  Cumulative average subscribers (millions)                                               101.8                  89.8
                                                                                     ----------            ----------
  Cash expense per subscriber                                                        $    30.19            $    29.82
                                                                                     ==========            ==========

Unaudited                                                                                   Year Ended 12/31/03
----------------------------------------------------------------------               ----------------------------------

2003 REVENUES
  2002 Revenues - GAAP                                                               $   67,304
  Impact of access lines sold                                                               623
                                                                                     ----------
                                                                                     $   66,681
                                                                                     ==========
  2003 Estimated Revenues - GAAP                                                     $   66,681   to         $   68,014
                                                                                     ==========              ==========
  Growth                                                                                      0%  to                  2%
                                                                                     ==========              ==========
2003 DILUTED EARNINGS PER SHARE
  2003 Estimated EPS - GAAP                                                          $     2.32   to         $     2.42
  Iusacell charge                                                                           .33   to                .33
  Severance, pension and benefit charges                                                    .16   to                .16
  Lease impairment and other special charges                                                .07   to                .07
  Cumulative effect of accounting change                                                   (.18)  to               (.18)
                                                                                     ----------              ----------
  2003 Estimated EPS - Before Special Items                                          $     2.70   to         $     2.80
                                                                                     ==========              ==========


FOOTNOTES:

A reconciliation of net debt at year-end 2003 is not available as there is no
current estimate of year-end cash and cash equivalents or components of debt.

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

                                     14
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
SELECTED FINANCIAL AND OPERATING STATISTICS
---------------------------------------------------------------------------------




                                                                       (dollars in millions, except per share amounts)

                                                   3 Mos. Ended     3 Mos. Ended       6 Mos. Ended       6 Mos. Ended
Unaudited                                               6/30/03          6/30/02            6/30/03            6/30/02
--------------------------------------------        ------------     ------------       ------------       ------------

Debt to debt and shareowners' equity
 ratio-end of period                                    58.8%              68.0%             58.8%               68.0%

Book value per common share                        $   12.42          $   10.50         $   12.42           $   10.50

Cash dividends declared per common share           $    .385          $    .385         $    .770           $    .770

Common shares outstanding (in millions)
   End of period                                       2,756              2,728             2,756               2,728

Capital expenditures (including capitalized
 network and non-network software)
   Domestic Telecom                                $   1,733          $   1,962         $   3,019           $   3,619
   Domestic Wireless                                     989              1,269             2,096               2,088
   Information Services                                   24                 60                42                 102
   International                                          75                 98               123                 151
   Other                                                   7                 11                14                  20
                                                   ---------          ---------         ---------           ---------
   Total                                           $   2,828          $   3,400         $   5,294           $   5,980
                                                   =========          =========         =========           =========

Total employees(1)                                   221,139            237,140           221,139             237,140

FOOTNOTE:

(1) Prior period adjusted to reflect a comparable figure.


                                      15
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------------



                                                                                    (dollars in millions)

Unaudited                                                6/30/03            12/31/02            $ Change
-----------------------------------------                ---------           ---------           ---------

ASSETS
 Current assets
  Cash and cash equivalents                             $     820           $   1,422           $    (602)
  Short-term investments                                      906               2,042              (1,136)
  Accounts receivable, net                                 10,077              12,496              (2,419)
  Inventories                                               1,245               1,497                (252)
  Assets of discontinued operations                           986               1,305                (319)
  Prepaid expenses and other                                4,497               3,331               1,166
                                                        ---------           ---------           ---------
 Total current assets                                      18,531              22,093              (3,562)
                                                        ---------           ---------           ---------
 Plant, property and equipment                            179,184             176,838               2,346
  Less accumulated depreciation                           103,413             103,080                 333
                                                        ---------           ---------           ---------
                                                           75,771              73,758               2,013
                                                        ---------           ---------           ---------
 Investments in unconsolidated businesses                   5,404               4,986                 418
 Intangible assets                                         47,026              46,339                 687
 Other assets                                              20,894              20,292                 602
                                                        ---------           ---------           ---------
TOTAL ASSETS                                            $ 167,626           $ 167,468           $     158
                                                        =========           =========           =========

LIABILITIES AND SHAREOWNERS' INVESTMENT
 Current liabilities
  Debt maturing within one year                         $  10,083           $   9,267           $     816
  Accounts payable and accrued liabilities                 12,573              12,642                 (69)
  Liabilities of discontinued operations                    1,036               1,007                  29
  Other                                                     5,640               5,013                 627
                                                        ---------           ---------           ---------
 Total current liabilities                                 29,332              27,929               1,403
                                                        ---------           ---------           ---------
 Long-term debt                                            38,846              44,003              (5,157)
 Employee benefit obligations                              15,543              15,389                 154
 Deferred income taxes                                     21,821              19,467               2,354
 Other liabilities                                          3,804               4,007                (203)

 Minority interest                                         24,055              24,057                  (2)

 Shareowners' investment
  Common stock                                                276                 275                   1
  Contributed capital                                      25,023              24,685                 338
  Reinvested earnings                                      11,200              10,536                 664
  Accumulated other comprehensive loss                     (1,757)             (2,110)                353
                                                        ---------           ---------           ---------
                                                           34,742              33,386               1,356

    Less common stock in treasury, at cost                    115                 218                (103)
    Less deferred compensation -
      employee stock ownership plans and other                402                 552                (150)
                                                        ---------           ---------           ---------
 Total shareowners' investment                             34,225              32,616               1,609
                                                        ---------           ---------           ---------
TOTAL LIABILITIES AND SHAREOWNERS' INVESTMENT           $ 167,626           $ 167,468           $     158
                                                        =========           =========           =========



                       16
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------


                                                                                                   (dollars in millions)

                                                                         6 Mos. Ended       6 Mos. Ended
Unaudited                                                                     6/30/03            6/30/02        $ Change
----------------------------------------------------------------          ------------       ------------        -------

CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before discontinued operations and
      cumulative effect of accounting change                              $  3,176           $ (2,071)          $  5,247
Adjustments to reconcile income (loss) before
      discontinued operations and
      cumulative effect of accounting
      change to net cash provided by
      operating activities:
        Depreciation and amortization expense                                6,751              6,608                143
        Sales of assets, net                                                    --               (220)               220
        Employee retirement benefits                                           170               (726)               896
        Deferred income taxes                                                  752                784               (32)
        Provision for uncollectible accounts                                   904              1,462              (558)
        (Income) loss from unconsolidated businesses                          (394)             4,903            (5,297)
        Changes in current assets and liabilities, net of
          effects from acquisition/disposition of businesses                  (134)              (801)               667
        Other, net                                                            (256)               156              (412)
                                                                          --------           --------           --------
Net cash provided by operating activities                                   10,969             10,095                874
                                                                          --------           --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (including capitalized network
      and non-network software)                                             (5,294)            (5,980)               686
Acquisitions, net of cash acquired, and investments                         (1,033)              (993)              (40)
Proceeds from disposition of businesses                                         --                770              (770)
Proceeds from spectrum payment refund                                           --              1,479            (1,479)
Net change in short-term investments                                         1,145              1,104                 41
Other, net                                                                      98                129               (31)
                                                                          --------           --------           --------
Net cash used in investing activities                                       (5,084)            (3,491)           (1,593)
                                                                          --------           --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings                                           2,815              5,554            (2,739)
Repayments of long-term borrowings and capital lease obligations            (8,573)            (3,920)           (4,653)
Increase (decrease) in short-term obligations,
      excluding current maturities                                           1,109             (4,623)             5,732
Dividends paid                                                              (2,115)            (2,096)              (19)
Proceeds from sale of common stock                                             471                424                 47
Other, net                                                                    (194)                66              (260)
                                                                          --------           --------           --------
Net cash used in financing activities                                       (6,487)            (4,595)           (1,892)
                                                                          --------           --------           --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (602)             2,009            (2,611)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               1,422                932                490
                                                                          --------           --------           --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $    820           $  2,941          $ (2,121)
                                                                          ========           ========           ========
                                      17
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
DOMESTIC TELECOM - SELECTED FINANCIAL RESULTS
---------------------------------------------------------------------------------

                                                                                        (dollars in millions)

                                    3 Mos. Ended    3 Mos. Ended               6 Mos. Ended    6 Mos. Ended
Unaudited                               6/30/03         6/30/02    % Change        6/30/03         6/30/02    % Change
--------------------------------    ------------    ------------    --------   ------------    ------------    --------

OPERATING REVENUES
   Local services                      $ 4,903         $ 5,111       (4.1)        $ 9,803         $10,227        (4.1)
   Network access services               3,229           3,347       (3.5)          6,553           6,726        (2.6)
   Long distance services                  901             769       17.2           1,782           1,540        15.7
   Other services                          872           1,027      (15.1)          1,708           2,012       (15.1)
                                        -------         -------                    -------         -------
TOTAL OPERATING REVENUES                 9,905          10,254       (3.4)         19,846          20,505        (3.2)
                                        -------         -------                    -------         -------

OPERATING EXPENSES
   Cost of services and sales            3,413           3,340        2.2           6,936           6,692         3.6
   Selling, general & 
   administrative expense                2,253           2,204        2.2           4,253           4,376        (2.8)
   Depreciation and amortization 
   expense                               2,300           2,400       (4.2)          4,631           4,771        (2.9)
                                        -------         -------                    -------         -------
TOTAL OPERATING EXPENSES                 7,966           7,944         .3          15,820          15,839         (.1)
                                        -------         -------                    -------         -------

OPERATING INCOME                       $ 1,939         $ 2,310      (16.1)        $ 4,026         $ 4,666       (13.7)
OPERATING INCOME MARGIN                   19.6%           22.5%                      20.3%           22.8%


OPERATING INCOME BEFORE DEPRECIATION
     AND AMORTIZATION                  $ 4,239         $ 4,710      (10.0)        $ 8,657         $ 9,437        (8.3)
OPERATING INCOME BEFORE DEPRECIATION
     AND AMORTIZATION MARGIN              42.8%           45.9%                      43.6%           46.0%

SEGMENT INCOME                         $   915         $ 1,124      (18.6)        $ 1,922         $ 2,281       (15.7)


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. Also see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

Operating income before depreciation and amortization margin is calculated by
dividing operating income before depreciation and amortization by total
operating revenues.

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results.

---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
DOMESTIC TELECOM - SELECTED OPERATING STATISTICS
---------------------------------------------------------------------------------

                                                                                              (dollars in millions)

                                  3 Mos. Ended   3 Mos. Ended                6 Mos. Ended    6 Mos. Ended
Unaudited                            6/30/03        6/30/02    % Change         6/30/03         6/30/02     % Change
------------------------------   ------------   ------------    --------    ------------    ------------     --------

Switched access lines in 
service (000)
         Residence                    36,885         38,065        (3.1)         36,885          38,065         (3.1)
         Business                     19,389         20,330        (4.6)         19,389          20,330         (4.6)
         Public                          487            557       (12.6)            487             557        (12.6)
                                     -------        -------                     -------        --------
Total                                 56,761         58,952        (3.7)         56,761          58,952         (3.7)
         Special DS0 equivalents      80,855         73,840         9.5          80,855          73,840          9.5
                                     -------        -------                     -------        --------
Total voice grade equivalents (000)  137,616        132,792         3.6         137,616         132,792          3.6
                                     -------        -------                     -------        --------

Resale & UNE-P lines (000)             4,999          3,678        35.9           4,999           3,678         35.9
Minutes of use from Carriers and CLECs
(in millions)                         59,966         65,167        (8.0)        120,843         130,928         (7.7)
Long distance lines (000)             14,606         10,735        36.1          14,606          10,735         36.1

High capacity and digital data revenues
($ in millions)
Data transport                      $  1,647       $  1,656         (.5)       $  3,318        $  3,307           .3
Data solutions                           164            170        (3.5)            299             333        (10.2)
                                     -------        -------                     -------        --------
Total revenues                      $  1,811       $  1,826         (.8)       $  3,617        $  3,640          (.6)
                                     -------        -------                     -------        --------



FOOTNOTE:

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results.


                                      18

---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
VERIZON WIRELESS - SELECTED FINANCIAL RESULTS
---------------------------------------------------------------------------------

                                                                                                (dollars in millions)

                                     3 Mos. Ended  3 Mos. Ended             6 Mos. Ended  6 Mos. Ended
Unaudited                               6/30/03       6/30/02   % Change       6/30/03       6/30/02    % Change
------------------------------       ------------  ------------   --------  ------------  ------------    --------

REVENUES
  Service revenues                      $ 5,011       $ 4,369       14.7       $ 9,671       $ 8,421        14.8
  Equipment and other                       466           422       10.4           892           800        11.5
                                         ------        ------                   ------        ------
TOTAL REVENUES                            5,477         4,791       14.3        10,563         9,221        14.6
                                         ------        ------                   ------        ------

OPERATING EXPENSES
  Cost of services and sales              1,567         1,328       18.0         3,006         2,574        16.8
  Selling, general & administrative 
  expense                                 1,973         1,771       11.4         3,839         3,400        12.9
  Depreciation and amortization 
  expense                                   956           785       21.8         1,863         1,566        19.0
                                         ------        ------                   ------        ------
TOTAL OPERATING EXPENSES                  4,496         3,884       15.8         8,708         7,540        15.5
                                         ------        ------                   ------        ------

OPERATING INCOME                        $   981       $   907        8.2       $ 1,855       $ 1,681        10.4

OPERATING INCOME BEFORE DEPRECIATION
  AND AMORTIZATION                      $ 1,937       $ 1,692       14.5       $ 3,718       $ 3,247        14.5
OPERATING INCOME BEFORE DEPRECIATION
  AND AMORTIZATION MARGIN                  38.7%         38.7%                    38.4%         38.6%

SEGMENT INCOME                          $   257       $   240        7.1       $   475       $   437         8.7

SELECTED OPERATING STATISTICS
Subscribers(000)                         34,619        30,307       14.2        34,619        30,307        14.2

Penetration                                14.8%         13.6%                    14.8%         13.6%
Subscriber net adds in period(1)(000)     1,295           723       79.1         2,128           909       134.1
Total churn rate, including prepaid         1.7%          2.3%                     1.9%          2.4%

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. Also see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

Operating income before depreciation and amortization margin is calculated by
dividing operating income before depreciation and amortization by service
revenues.

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results.

(1) Includes acquisitions of 68,000 subscribers in first quarter 2002 and 6,000
subscribers in first quarter 2003.


                            19
---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
INFORMATION SERVICES - SELECTED FINANCIAL RESULTS
---------------------------------------------------------------------------------



                                                                                              (dollars in millions)

                                            3 Mos. Ended   3 Mos. Ended            6 Mos. Ended  6 Mos. Ended
Unaudited                                       6/30/03        6/30/02  % Change       6/30/03       6/30/02  % Change
---------------------------------           ------------   ------------  --------  ------------  ------------  --------

OPERATING REVENUES                              $1,049         $  936      12.1        $2,070        $1,739      19.0

OPERATING EXPENSES
     Cost of services and sales                    160            152       5.3           314           289       8.7
     Selling, general & administrative expense     361            325      11.1           705           622      13.3
     Depreciation and amortization expense          23             16      43.8            44            31      41.9
                                                ------         ------                  ------        ------
TOTAL OPERATING EXPENSES                           544            493      10.3         1,063           942      12.8
                                                ------         ------                  ------        ------

OPERATING INCOME                                $  505         $  443      14.0        $1,007        $  797      26.3

OPERATING INCOME BEFORE DEPRECIATION
     AND AMORTIZATION                           $  528         $  459      15.0        $1,051        $  828      26.9
OPERATING INCOME BEFORE DEPRECIATION
     AND AMORTIZATION MARGIN                      50.3%          49.0%                   50.8%         47.6%

SEGMENT INCOME                                  $  299         $  260      15.0        $  599        $  473      26.6


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. Also see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results. However, prior year
results have not been adjusted for the change in accounting, effective January
1, 2003, related to recognition of directory revenues and direct costs from the
publication date method to the amortization method.

Operating income before depreciation and amortization margin is calculated by
dividing operating income before depreciation and amortization by operating
revenues.



---------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
INTERNATIONAL - SELECTED FINANCIAL RESULTS
---------------------------------------------------------------------------------


                                                                                         (dollars in millions)

                                           3 Mos. Ended   3 Mos. Ended            6 Mos. Ended  6 Mos. Ended
Unaudited                                      6/30/03        6/30/02  % Change       6/30/03       6/30/02  % Change
---------------------------------------     ------------   ------------  --------  ------------  ------------  --------

OPERATING REVENUES                              $  509         $  570     (10.7)       $1,026        $1,132      (9.4)

OPERATING EXPENSES
     Cost of services and sales                    140            149      (6.0)          278           299      (7.0)
     Selling, general & administrative expense     195            170      14.7           351           356      (1.4)
     Depreciation and amortization expense          85             96     (11.5)          172           191      (9.9)
                                                 ------         ------                  ------        ------

TOTAL OPERATING EXPENSES                           420            415       1.2           801           846      (5.3)
                                                 ------         ------                  ------        ------

OPERATING INCOME                                $   89         $  155     (42.6)       $  225        $  286     (21.3)

OPERATING INCOME BEFORE DEPRECIATION
     AND AMORTIZATION                           $  174         $  251     (30.7)       $  397        $  477     (16.8)
OPERATING INCOME BEFORE DEPRECIATION
     AND AMORTIZATION MARGIN                      34.2%          44.0%                   38.7%         42.1%

INCOME FROM UNCONSOLIDATED BUSINESSES           $  265         $  275      (3.6)       $  481        $  451       6.7

SEGMENT INCOME                                  $  314         $  302       4.0        $  580        $  533       8.8




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. Also see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

Certain reclassifications of prior period amounts have been made, where
appropriate, to reflect comparable operating results.

Operating income before depreciation and amortization margin is calculated by
dividing operating income before depreciation and amortization by operating
revenues.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END
IR BBLLXXDBLBBK