RNS Number:8129U
Verizon Communications
29 January 2004




                                   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: January 29, 2004
                        (Date of earliest event reported)


                           VERIZON COMMUNICATIONS INC.
             (Exact name of registrant as specified in its charter)



           Delaware                       1-8606                            23-2259884
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer Identification No.)
      incorporation)

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
January 29, 2004 issued by Verizon Communications Inc. 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
eliminate special items and non-recurring items of revenues, expenses, gains and
losses primarily as a result of their non-operational and/or non-recurring
nature. Management believes this presentation of operating performance assists
readers in better understanding our results of operations and trends from period
to period, consistent with management's evaluation of Verizon's consolidated and
segment results of operations for a variety of internal measures including
strategic business planning, capital allocation and compensation. Management
believes that the consolidated statements of income before special items provide
current and prior period results of operations on a comparable basis as well as
provide trends that are more indicative of future operating results than GAAP
results of operations, given the non-operational and/or non-recurring nature of
the special items removed for purposes of reporting results of operations before
special items. While some of these items have been periodically reported in
Verizon's consolidated results of operations, 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. Complete
descriptions of the special items are provided in the schedules accompanying the
news release.

Management believes that free cash flow, segment free cash flow and net debt,
additional non-GAAP financial measures, are also useful to investors and other
users of our financial information in evaluating liquidity and operating
financial performance. Free cash flow, segment free cash flow and net debt are
financial measures that are commonly used by readers of financial information in
assessing financial performance, including liquidity and the company's ability
to meet obligations with available cash flows and cash balances. Management uses
free cash flow and segment free cash flow information for allocating resources
to debt repayment and for other cash investing and financing activities. The
definition of free cash flow, cash from operating activities less capital
expenditures and dividends paid to Verizon's shareowners, is readily
determinable from amounts provided in Verizon's consolidated statements of cash
flows. Segment free cash flow is defined as cash from operating activities less
capital expenditures. Details of segment cash flow are provided in the exhibit.

Total Verizon and Verizon Information Services revenues - conforming basis
provide the prior year impact of sales of 1.27 million switched access lines in
2002 (total Verizon only) and a change in directory accounting, described fully
in the exhibit, if the accounting change had occurred in the prior year. This
presentation is useful to investors and other users of our financial information
in evaluating operating financial performance consistent with the pro forma
disclosures required in the year of an accounting change, as required by GAAP.

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



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                              Verizon Communications Inc.
                                       ----------------------------------------
                                                     (Registrant)

Date:  January 29, 2004                        /s/ David H. Benson
     --------------------              ----------------------------------------
                                       David H. Benson
                                       Senior Vice President and Controller



                                  EXHIBIT INDEX

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

99           Press release and financial tables, dated January 29, 2004, issued 
             by Verizon Communications Inc. and contained in its Investor 
             Relations Bulletin.


                                                                    Exhibit 99

FOR IMMEDIATE RELEASE                           MEDIA CONTACTS:
JAN. 29, 2004                                   PETER THONIS
                                                212-395-2355
                                                peter.thonis@verizon.com

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


                  VERIZON REPORTS SOLID OVERALL FOURTH-QUARTER
               AND YEAR-END RESULTS, BASED ON STRONG FUNDAMENTALS

           MARKET-SHARE GAINS IN WIRELESS, LONG-DISTANCE AND BROADBAND
                         BOLSTER REVENUES AND CASH FLOW

                                 2003 HIGHLIGHTS

Earnings Per Share:

         o        Fourth quarter: 53 cent fully diluted per share loss, or 58
                  cent fully diluted earnings per share (EPS) before special
                  items (non-GAAP measure)

         o        Year-end: $1.11 in EPS, or $2.62 EPS before special items
                  (non-GAAP)

Revenues:

         o        Fourth quarter: up 0.7 percent, or 2.6 percent with consistent
                  directory accounting treatment (non-GAAP)

         o        Year-end: up 0.7 percent, or 1.7 percent in comparable growth
                  as well as consistent directory accounting treatment
                  (non-GAAP)

Wireless:

         o        Fourth quarter: a record 1.5 million total net customer
                  additions (1.4 million retail net additions), up 54.2 percent
                  from last year's quarter; revenue growth of 14.6 percent;
                  record-low retail and total churn; strong operating income
                  margins

         o        Year-end: a record 5.0 million total net customer additions,
                  (4.6 million retail net additions); 37.5 million total
                  customers; total revenues of $22.5 billion, up 15.5 percent
                  over 2002

Domestic Telecom:

         o        More than $2 billion in annual long-distance revenues, with
                  in-region retail market penetration of 41 percent; 16.6
                  million total long-distance lines


Verizon News Release, page 2
         o        2.3 million total DSL (digital subscriber lines); 203,000
                  fourth-quarter net additions

         o        Nearly 1,200 contracts with large businesses for Enterprise
                  Advance services

Cash Management:

         o        Capital expenditures of $11.9 billion, compared with $13.1
                  billion in 2002

         o        Free cash flow (non-GAAP, cash from operating activities less
                  capital expenditures and dividends) of $6.4 billion, up 31.4
                  percent compared with $4.8 billion in 2002

         o        Total debt of $45.4 billion, compared with $53.3 billion at
                  year-end 2002; Net debt (non-GAAP, gross debt less cash and
                  cash equivalents) of $44.7 billion, compared with $51.8
                  billion at year-end 2002.

Note: See the schedules accompanying this news release and
www.verizon.com/investor for reconciliations to generally accepted accounting
principles (GAAP) for the non-GAAP financial measures mentioned in this
announcement.

         NEW YORK -- Verizon Communications Inc. (NYSE:VZ) today announced
fourth-quarter and year-end 2003 results highlighted by customer gains in
wireless, long-distance and broadband, continued solid cash flow, and overall
revenue growth.

         For the fourth quarter 2003, Verizon reported a loss of $1.5 billion
(53 cents in fully diluted EPS) that includes $3.1 billion in special items,
primarily $2.9 billion in previously announced costs associated with a voluntary
separation plan under which more than 21,000 employees left the payroll in the
quarter. Excluding special items, Verizon earned $1.6 billion in the quarter, or
58 cents per share.

         For the year, Verizon reported earnings of $3.1 billion ($1.11 per
share), or $7.3 billion ($2.62 per share) before special items.

                           STRENGTH OF BUSINESS MODEL

         "In 2003, Verizon once again demonstrated the strength of its business
model," said Chairman and CEO Ivan Seidenberg. "We have been successful at
increasing our revenues, our customer base and our cash flow at the same time we
have been transforming our cost structure, our operational efficiency, and our
mix of products and services.

         "We are winning customers in markets new to Verizon, such as nationwide
long-distance and sophisticated data services to large businesses. In wireless,
we are widening our industry lead. In broadband, we have aggressively added
customers in DSL while setting a stake in the ground for new growth in 2004.
Verizon has a unique leadership role to play in the new broadband and wireless
era of communications."



Verizon News Release, page 3


                        FOURTH-QUARTER FINANCIAL RESULTS

         Verizon's fourth-quarter 2003 operating revenues were $17.3 billion, up
0.7 percent from the prior year's quarter, driven by Verizon Wireless' sixth
consecutive quarter of double-digit, year-over-year revenue increases. Wireless
service revenue grew 13.9 percent, to $5.4 billion, from $4.7 billion in the
fourth quarter 2002. Total Verizon Wireless revenue, which includes equipment
and other revenue, grew 14.6 percent to $6.0 billion, from $5.2 billion in the
fourth quarter 2002.

       Beginning in 2003, results from Verizon's directory publishing unit
have been reported using the amortization method of accounting (see Information
Services section below). Applying consistent accounting treatment to directory
revenues, Verizon's consolidated revenues increased 2.6 percent in the fourth
quarter 2003, compared with the fourth quarter 2002.

     Total operating expenses were $19.4 billion in the fourth quarter 2003
and include special items as well as costs, such as a 3 percent lump-sum
payment, associated with contract agreements covering most of Verizon's
unionized workforce.

     Fourth-quarter special items included a $2.9 billion severance, pension
and benefit charge for the voluntary separation plan, and $0.2 billion for other
charges associated with environmental remediation programs and leasing
operations partially offset by net gains from sales of investments.

                           YEAR-END FINANCIAL RESULTS

         For the year, operating revenues totaled $67.8 billion in 2003, a 0.7
percent increase from 2002 on a reported basis and a 1.6 percent increase on a
comparable basis. Revenues, operating expenses and statistics described on a
comparable basis exclude the effects of 1.27 million switched access lines that
were sold during 2002. Applying consistent accounting treatment to directory
revenues, Verizon's comparable revenues increased 1.7 percent in 2003, compared
with 2002.

         Reported 2003 earnings of $3.1 billion included net charges of $4.2
billion. These net charges include special gains of $0.5 billion related to
accounting changes and the net proceeds from sales of investments. These gains
were more than offset by charges, including $3.4 billion related to severance,
pension and benefit costs; $0.9 billion related to Verizon's decision to sell




Verizon News Release, page 4


its consolidated interest in Mexican wireless carrier Grupo Iusacell; and $0.4
billion in other special items.

         Reported operating expenses were $60.3 billion in 2003.

                       DEBT REDUCTION AND CASH FLOW GAINS

         Total debt decreased 14.8 percent to $45.4 billion at year-end 2003,
compared with $53.3 billion at year-end 2002. Net debt was $44.7 billion at
year-end 2003, compared with $51.8 billion at year-end 2002.

         Net cash provided by operating activities was $22.5 billion in 2003,
compared with $22.1 billion in 2002, and capital expenditures totaled $11.9
billion in 2003, compared with $13.1 billion in 2002. With $4.2 billion in
dividends paid in both years, free cash flow was $6.4 billion in 2003, compared
with $4.8 billion in 2002.

                               OPERATIONAL GROWTH

         Verizon Wireless added nearly 1.5 million net subscribers in the fourth
quarter and 5.0 million net subscribers for the year, the highest quarterly and
annual net adds in the company's history. Customers totaled 37.5 million at
year-end, up 15.5 percent over year-end 2002. In addition to its record net
subscribers, Verizon Wireless sustained all-around strong performance for the
quarter and for the year in revenue growth, profitability, record low churn and
efficiency gains.

         Verizon's revenue from interLATA long-distance services totaled more
than $2 billion in 2003, as the company added a net of 736,000 long-distance
lines in the fourth quarter 2003. Verizon ended the year with more than 16.6
million long-distance lines -- a net gain of about 4.2 million lines, or 33.3
percent, compared with the 12.5 million lines in service at year-end 2002.

         Verizon also added a net of 203,000 DSL lines in the fourth quarter
2003, the company's largest quarterly gain in DSL lines in two years. Verizon
ended the year with more than 2.3 million DSL lines, representing a net of
649,000 additional DSL lines since year-end 2002, a growth rate of 38.9 percent.

         In the fourth quarter, Verizon continued to roll out Verizon Freedom
plans, which help retain and win back customers by offering local services with
various combinations of long-




Verizon News Release, page 5


distance, wireless and Internet access in a discounted bundle available on one
bill. In 2003, the company launched Verizon Freedom plans in 17 consumer
markets, covering more than 85 percent of the company's consumer access-line
base, and in eight business markets, covering more than 69 percent of the
company's business access-line base.

         As of year-end, Verizon had entered into nearly 1,200 contracts with
large business customers for Enterprise Advance services.

         Further details about Verizon's 2004 financial and operational outlook
will be announced in a news release later today.

                           BUSINESS SEGMENT HIGHLIGHTS

         Following are fourth-quarter and year-end 2003 highlights from
Verizon's four business segments.

DOMESTIC TELECOM

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

o        Operating revenues for all long-distance services increased 29.5
         percent to $1.0 billion in the fourth quarter 2003, compared with $0.8
         billion in the fourth quarter 2002. For the year, these revenues
         increased 19.5 percent to $3.8 billion in 2003, compared with $3.2
         billion in 2002. Revenues in this category include intraLATA toll as
         well as interLATA long-distance.

o        Approximately 41 percent of Verizon's local wireline customers have
         chosen Verizon as their long-distance carrier.

o        As of year-end, approximately 48 percent of Verizon residential
         customers have purchased local services in combination with either
         Verizon long-distance or Verizon DSL, or both.

o        The average revenue per month per Verizon wireline customer increased
         nearly 7 percent in the fourth quarter 2003, compared with the fourth
         quarter 2002.

o        Total revenues for high-capacity and data services were $1.9 billion in
         the fourth quarter, slightly higher than fourth quarter 2002 and driven
         by growth in revenues from DSL.

o        By year-end, approximately 80 percent of Verizon's 55.5 million access
         lines qualified for DSL service -- meeting the company's target.

o        Continuing a focus on cash management and financial controls, Domestic
         Telecom's expenses for uncollectible accounts decreased 51 percent and
         days sales outstanding decreased from 68 to 61, comparing the fourth
         quarter 2003 with the fourth quarter 2002. For the year, cash from
         operating activities, net of capital expenditures (non-GAAP, segment
         free cash flow) increased by 55 percent to $5.5 billion, comparing 2003
         with 2002.






Verizon News Release, page 6


o        Primarily as a result of the voluntary separation plan in the fourth
         quarter, the number of employees in the Domestic Telecom business unit
         was reduced by more than 22,500 in 2003.

o        In 2003, Verizon's Enterprise Solutions Group built out its fiber-optic
         network to serve 34 major business markets nationwide, offering
         advanced data services to local and long-distance Enterprise customers.

o        In the fourth quarter 2003, Verizon took another step forward in its
         plan to begin deploying fiber-to-the-premises systems this year by
         completing the selection of equipment manufacturers and suppliers for
         the project. The company has also unveiled plans for leadership in the
         emerging broadband industry, announcing that it will accelerate the
         evolution of its nationwide wireline network to packet-switching
         technology.

VERIZON WIRELESS

o        Verizon Wireless' retail customer base grew nearly 15 percent
         year-over-year and represented 36.0 million of the company's 37.5
         million total customers at the end of the fourth quarter. Retail gross
         additions were up 10 percent over the fourth quarter 2002, while retail
         net additions were up 48.5 percent -- totaling approximately 1.4
         million of the company's 1.5 million net additions.

o        Record-low churn for the quarter and the year drove record net-add
         performance. The quarter's churn performance was even more impressive
         given the introduction of local number portability in November. Retail
         churn and total churn, which includes wholesale, were 1.7 percent for
         the quarter. Churn in the retail post-pay segment, which is 91 percent
         of the company's base, was 1.3 percent for the quarter. The company
         sustained these customer loyalty levels throughout 2003, with total
         churn of 1.8 percent for the year.

o        Average monthly service revenue per subscriber was $49 for the fourth
         quarter and for the year. Service revenue for the quarter was $5.4
         billion, up 13.9 percent. Service revenue for the year was $20.3
         billion, up 14.6 percent.

o        The company continued its industry-leading low-cost structure, as cash
         expense per subscriber decreased slightly over the prior-year quarter
         and over the prior sequential quarter. For the year, cash expense per
         subscriber increased less than 1 percent, a particularly significant
         achievement given the record volume of new subscribers.

o        Quarterly operating income margin remained strong at 18.5 percent.
         Quarterly operating income increased 11.7 percent year-over-year to
         $1.1 billion. Similarly strong, operating income margin for the year
         was 18.2 percent, on annual operating income of $4.1 billion. Segment
         free cash flow was $2.9 billion in 2003, a 39 percent increase compared
         with 2002.




Verizon News Release, page 7


o        Demand for the company's growing family of data services continued to
         build during the fourth quarter, with data services accounting for more
         than 3 percent of the fourth quarter's total service revenue. Data
         services delivered more than 2 percent of total service revenue in
         2003, up from 1 percent in 2002.

o        Text messaging grew to more than 550 million text messages a month; Get
         It Now(SM) BREW-based downloadable ringtones, games and exclusive
         content grew to 5 million downloads a month; and picture messaging grew
         to 3 million picture messages a month. Driving this growth,
         approximately one-fifth of all customers now have color handsets, and
         more than 50 percent have 1X-enabled phones. New devices and
         applications launched during the quarter included the Microsoft(R)
         Windows Mobile(TM)- based Samsung i600 Smartphone, and Mobile IM
         service with access to MSN Messenger, AOL IM and, soon, Yahoo!
         Messenger.

o        In a major announcement earlier this month, the company said it will
         immediately begin expanding its BroadbandAccess third-generation EV-DO
         network nationally, with service expected to be available in many
         cities this summer. BroadbandAccess, the fastest wireless wide-area
         data connection available with average user speeds of 300-500 kbps, is
         already offered in San Diego and Washington, D.C. The company plans to
         spend $1 billion over the next two years, in addition to its ongoing
         annual capital program, to deploy EV-DO nationally.

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) revenue decreased 26 percent and 4
         percent over the fourth quarter and the year, respectively, primarily
         due to the change from the publication-date method to the amortization
         method of accounting and the elimination of revenue related to sales of
         businesses. Excluding the effects of these items, revenues were
         essentially flat for both presented periods.

o        VIS' domestic Internet directory, SuperPages.com(TM), continues to
         achieve strong growth as demonstrated by a 33 percent increase in
         revenue and a 36 percent increase in searches over 2002.

o        Segment free cash flow was $1.1 billion in 2003, a 10 percent increase
         compared with 2002.



Verizon News Release, page 8


INTERNATIONAL

o        Equity in earnings of unconsolidated businesses increased to $302
         million in the fourth quarter, bringing full-year equity in earnings of
         unconsolidated businesses to $1.1 billion, compared with $179 million
         and $644 million in the fourth quarter and full-year 2002,
         respectively. A large portion of these increases were driven by Italian
         tax benefits from a reorganization and other non-operational income at
         Vodafone Omnitel, favorable foreign exchange rates, and improving
         operational performance on a year-to-date basis, partially offset by
         lower year-to-date gains on sales of investments.

o        Fourth-quarter revenues were $477 million, bringing full-year revenues
         to $1.9 billion, compared with $549 million and $2.2 billion in the
         fourth quarter and full-year 2002, respectively. The revenue decline
         was primarily the result of deteriorating foreign exchange rates in the
         Dominican Republic.

         A Fortune 10 company, Verizon Communications (NYSE:VZ) is one of the
world's leading providers of communications services, with approximately $68
billion in annual revenues. Verizon companies are the largest providers of
wireline and wireless communications in the United States. Verizon is also the
largest directory publisher in the world, as measured by directory titles and
circulation. Verizon's international presence includes wireline and wireless
communications operations and investments, primarily in the Americas and Europe.
For more information, 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 and industry conditions and
labor matters, including workforce levels and labor negotiations, and any
resulting financial and/or operational impact, in the markets served by us or by
companies in which we have substantial investments; material changes in
available technology; technology substitution; an adverse change in the ratings
afforded our debt securities by nationally accredited ratings organizations; the
final results of federal and state regulatory proceedings concerning our
provision of retail and wholesale services and judicial review of those results;
the effects of competition in our markets; our ability to satisfy regulatory
merger conditions; the ability of Verizon Wireless to continue to obtain
sufficient spectrum resources; 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.

--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
                                 (dollars in millions, except per share amounts)

                                       3 Mos. Ended  3 Mos. Ended            12 Mos. Ended  12 Mos. Ended
Unaudited                               12/31/03       12/31/02   % Change      12/31/03       12/31/02   % Change
                                     ------------  ------------  --------- -------------  -------------  ---------
OPERATING REVENUES                    $  17,278    $  17,154           .7    $  67,752    $  67,304           .7

OPERATING EXPENSES
Cost of services and sales                5,877        5,016         17.2       21,783       19,911          9.4
Selling, general & administrative 
expense                                  10,102        5,951         69.8       24,999       21,846         14.4
Depreciation and amortization 
expense                                   3,447        3,395          1.5       13,617       13,290          2.5
Sales of businesses, net                     --           --            *         (141)      (2,747)       (94.9)
                                        ---------    ---------                 ---------    ---------
TOTAL OPERATING EXPENSES                 19,426       14,362         35.3       60,258       52,300         15.2

OPERATING INCOME (LOSS)                  (2,148)       2,792            *        7,494       15,004        (50.1)
Equity in earnings (loss) of 
unconsolidated businesses                   605          129            *        1,278       (1,547)           *
Income (loss) from other unconsolidated 
businesses                                  172         (116)           *          331       (2,857)           *
Other income and (expense), net              15           82        (81.7)          38          192        (80.2)
Interest expense                           (665)        (798)       (16.7)      (2,797)      (3,130)       (10.6)
Minority interest                          (451)        (382)        18.1       (1,583)      (1,404)        12.7
                                        ---------    ---------                 ---------    ---------
INCOME (LOSS) BEFORE PROVISION FOR 
INCOME
   TAXES, DISCONTINUED 
   OPERATIONS AND
   CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE                                (2,472)       1,707            *        4,761        6,258        (23.9)
Income tax benefit (provision)            1,014          610         66.2       (1,252)      (1,597)       (21.6)
                                       ---------    ---------                 ---------    ---------
INCOME (LOSS) BEFORE DISCONTINUED 
 OPERATIONS
   AND CUMULATIVE EFFECT OF 
   ACCOUNTING CHANGE                     (1,458)       2,317            *        3,509        4,661        (24.7)
DISCONTINUED OPERATIONS
   Loss from operations of Iusacell          --          (24)      (100.0)        (957)         (74)           *
   Income tax benefit (provision)            --           (3)      (100.0)          22          (12)           *
                                       ---------    ---------                 ---------    ---------
     Loss on discontinued operations         --          (27)      (100.0)        (935)         (86)           *
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                --           --            *          503         (496)           *
                                       ---------    ---------                 ---------    ---------
NET INCOME (LOSS)                     $  (1,458)   $   2,290            *    $   3,077    $   4,079        (24.6)
                                       =========    =========                 =========    =========

BASIC EARNINGS (LOSS) PER SHARE       $    (.53)   $     .84            *    $    1.12    $    1.49        (24.8)
Weighted average number of common
   shares (in millions)                   2,765        2,740                     2,756        2,729

DILUTED EARNINGS (LOSS) PER SHARE(1)  $    (.53)   $     .83            *    $    1.11    $    1.49        (25.5)
Weighted average number of common
    shares-assuming dilution 
     (in millions)                        2,765        2,772                     2,789        2,745


FOOTNOTES:

(1)      Diluted Earnings (Loss) per Share include income related to share
         dilution (exchangeable equity interests) of $6 million and $21 million
         for the fourth quarter and year-to-date 2003, respectively, $4 million
         and $7 million for the fourth quarter and year-to-date 2002,
         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 dilutive
         securities in the fourth quarter of 2003, 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





--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME BEFORE SPECIAL ITEMS
--------------------------------------------------------------------------------
                                 (dollars in millions, except per share amounts)

                                          3 Mos. Ended  3 Mos. Ended             12 Mos. Ended  12 Mos. Ended
Unaudited                                   12/31/03      12/31/02    % Change     12/31/03        12/31/02    % Change
                                          ------------  ------------  ---------  -------------  -------------  ---------

OPERATING REVENUES(1)
  Domestic Telecom                         $   9,905    $  10,066         (1.6)   $  39,602    $  40,839          (3.0)
  Domestic Wireless                            5,984        5,223         14.6       22,489       19,473          15.5
  Information Services                         1,013        1,374        (26.3)       4,114        4,287          (4.0)
  International                                  477          549        (13.1)       1,949        2,219         (12.2)
  Other                                         (101)         (58)        74.1         (402)        (137)        193.4
                                            ---------    ---------                 ---------    ---------
TOTAL OPERATING REVENUES                      17,278       17,154           .7       67,752       66,681           1.6
                                            ---------    ---------                 ---------    ---------
OPERATING EXPENSES(1)
  Cost of services and sales                   5,776        4,956         16.5       21,682       19,632          10.4
  Selling, general & administrative expense    4,909        4,581          7.2       18,781       17,925           4.8
  Depreciation and amortization expense        3,447        3,395          1.5       13,617       13,290           2.5
  Sales of businesses, net                        --           --            *         (141)          --             *
                                            ---------    ---------                 ---------    ---------
TOTAL OPERATING EXPENSES                      14,132       12,932          9.3       53,939       50,847           6.1
                                            ---------    ---------                 ---------    ---------

OPERATING INCOME                               3,146        4,222        (25.5)      13,813       15,834         (12.8)
Operating income impact of operations sold(1)     --           --            *           --          382        (100.0)
Equity in earnings of unconsolidated businesses  257          146         76.0          930          515          80.6
Income (loss) from other unconsolidated 
businesses                                       (4)           6            *          155          218         (28.9)
Other income and (expense), net                  15           68        (77.9)          99          234         (57.7)
Interest expense                               (665)        (798)       (16.7)      (2,797)      (3,130)        (10.6)
Minority interest                              (451)        (398)        13.3       (1,583)      (1,467)          7.9
                                           ---------    ---------                 ---------    ---------
INCOME BEFORE PROVISION FOR INCOME TAXES
  AND DISCONTINUED OPERATIONS                 2,298        3,246        (29.2)      10,617       12,586         (15.6)
Provision for income taxes                     (703)      (1,030)       (31.7)      (3,335)      (4,140)        (19.4)
                                           ---------    ---------                 ---------    ---------
INCOME BEFORE DISCONTINUED OPERATIONS         1,595        2,216        (28.0)       7,282        8,446         (13.8)

DISCONTINUED OPERATIONS
  Income (loss) from operations of Iusacell      --          (22)      (100.0)           1          (71)            *
  Income tax benefit (provision)                 --           (3)      (100.0)          (4)         (12)        (66.7)
                                           ---------    ---------                 ---------    ---------
    Loss on discontinued operations              --          (25)      (100.0)          (3)         (83)        (96.4)
                                           ---------    ---------                 ---------    ---------
NET INCOME BEFORE SPECIAL ITEMS           $   1,595    $   2,191        (27.2)   $   7,279    $   8,363         (13.0)
                                           =========    =========                 =========    =========

BASIC EARNINGS PER SHARE                  $     .58    $     .80        (27.5)   $    2.64    $    3.06         (13.7)
Weighted average number of common
    shares (in millions)                      2,765        2,740                     2,756        2,729

DILUTED ADJUSTED EARNINGS PER SHARE       $     .58    $     .79        (26.6)   $    2.62    $    3.05         (14.1)
Weighted average number of common
    shares-assuming dilution (in millions)    2,765        2,772                     2,789        2,745


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. Ended      3 Mos. Ended           12 Mos. Ended      12 Mos. Ended
                                                12/31/03           12/31/02              12/31/03          12/31/02
                                            ------------      ------------           -------------      -------------

                Revenues                      $      --         $      --              $      --          $     623
                Expenses                      $      --         $      --              $      --          $     241


*  Not meaningful



--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME - RECONCILIATIONS
--------------------------------------------------------------------------------
                                 (dollars in millions, except per share amounts)



                                                                           SPECIAL AND NON-RECURRING ITEMS
                                                                     --------------------------------------------
                                           3 Mos. Ended                                                3 Mos. Ended
                                               12/31/03      Severance,                     Sales of        12/31/03
                                               Reported      Pension and    Other Special  Investments,  Before Special
Unaudited                                         (GAAP) Benefit Charges      Items          Net           Items
OPERATING REVENUES                           $  17,278      $      --      $      --      $      --      $  17,278
OPERATING EXPENSES
Cost of services and sales                       5,877           (101)            --             --          5,776
Selling, general & administrative expense       10,102         (4,594)          (299)          (300)         4,909
Depreciation and amortization expense            3,447             --             --             --          3,447
Sales of businesses, net                           --              --             --             --             --
                                             ---------      ---------      ---------      ---------      ---------
TOTAL OPERATING EXPENSES                        19,426         (4,695)          (299)          (300)        14,132
                                             ---------      ---------      ---------      ---------      ---------
OPERATING INCOME (LOSS)                        (2,148)         4,695            299            300          3,146
Equity in earnings of unconsolidated 
businesses                                        605             --             --           (348)           257
Income (loss) from other unconsolidated 
businesses                                        172             --             --           (176)            (4)
Other income and (expense), net                    15             --             --             --             15
Interest expense                                 (665)            --             --             --           (665)
Minority interest                                (451)            --             --             --           (451)
                                             ---------      ---------      ---------      ---------      ---------
INCOME (LOSS) BEFORE PROVISION FOR INCOME
  TAXES, DISCONTINUED OPERATIONS AND
  CUMULATIVE EFFECT OF ACCOUNTING CHANGE       (2,472)         4,695            299           (224)         2,298
Income tax benefit (provision)                  1,014         (1,813)           (84)           180           (703)
                                             ---------      ---------      ---------      ---------      ---------
INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
  AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE   (1,458)         2,882            215            (44)         1,595
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                 --             --             --             --             --
  Income tax benefit (provision)                   --             --             --             --             --
                                             ---------      ---------      ---------      ---------      ---------
    Loss on discontinued operations                --             --             --             --             --
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                      --             --             --             --             --
                                             ---------      ---------      ---------      ---------      ---------
NET INCOME (LOSS)                           $  (1,458)     $   2,882      $     215      $     (44)     $   1,595
                                             =========      =========      =========      =========      =========

BASIC EARNINGS (LOSS) PER COMMON SHARE(1)   $    (.53)     $    1.04      $     .08      $    (.02)     $     .58

DILUTED EARNINGS (LOSS) PER COMMON SHARE(1) $    (.53)     $    1.04      $     .08      $    (.02)     $     .58

                                                                                  SPECIAL AND NON-RECURRING ITEMS
                                                                 -------------------------------------------------------
                                          3 Mos. Ended
                                           12/31/02                  Investment-     Severance,
                                           Reported     Transition     Related      Pension and   Other Special    Tax
Unaudited                                  (GAAP)         Costs       Charges    Benefit Charges      Items     Benefits
                                       ------------   ----------   -----------  --------------- -------------  ---------

OPERATING REVENUES                       $ 17,154      $     --      $     --      $     --      $     --      $     --

OPERATING EXPENSES
Cost of services and sales                  5,016           (66)           --            (1)            7            --
Selling, general & administrative expense   5,951          (152)         (274)         (962)           18            --
Depreciation and amortization expense       3,395            --            --            --            --            --
Sales of businesses, net                       --            --            --            --            --            --
                                         --------      --------      --------      --------      --------      --------
TOTAL OPERATING EXPENSES                   14,362          (218)         (274)         (963)           25            --
                                         --------      --------      --------      --------      --------      --------
OPERATING INCOME                            2,792           218           274           963           (25)           --
Operating income impact of operations sold     --            --            --            --            --            --
Equity in earnings of unconsolidated 
businesses                                    129            --            --            17            --            --
Income (loss) from other unconsolidated 
businesses                                   (116)           --           122            --            --            --
Other income and (expense), net                82            --            --            --           (14)           --
Interest expense                             (798)           --            --            --            --            --
Minority interest                            (382)          (10)           --            (6)           --            --
                                         --------      --------      --------      --------      --------      --------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE              1,707           208           396           974           (39)           --
Income tax benefit (provision)                610           (79)         (149)         (372)           81        (1,121)
                                         --------      --------      --------      --------      --------      --------
INCOME BEFORE DISCONTINUED OPERATIONS
  AND CUMULATIVE EFFECT OF ACCOUNTING 
  CHANGE                                    2,317           129           247           602            42        (1,121)
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell            (24)           --            --             2            --            --
  Income tax provision                         (3)           --            --            --            --            --
                                          --------      --------      --------      --------      --------      --------
    Loss on discontinued operations           (27)           --            --             2            --            --
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                   --            --            --            --            --            --
                                          --------      --------      --------      --------      --------      --------
NET INCOME                               $  2,290      $    129      $    247      $    604      $     42      $ (1,121)
                                          ========      ========      ========      ========      ========      ========



BASIC EARNINGS PER COMMON SHARE(1)       $    .84      $    .05      $    .09      $    .22      $    .02      $   (.41)

DILUTED EARNINGS PER COMMON SHARE(1)     $    .83      $    .05      $    .09      $    .22      $    .02      $   (.40)



                                                   3 Mos. Ended
                                                      12/31/02
                                                   Before Special
Unaudited                                              Items
                                                   -------------

OPERATING REVENUES                                    $ 17,154

OPERATING EXPENSES
Cost of services and sales                               4,956
Selling, general & administrative expense                4,581
Depreciation and amortization expense                    3,395
Sales of businesses, net                                    --
                                                      --------
TOTAL OPERATING EXPENSES                                12,932
                                                      --------
OPERATING INCOME                                         4,222
Operating income impact of operations sold                  --
Equity in earnings of unconsolidated businesses            146
Income (loss) from other unconsolidated businesses           6
Other income and (expense), net                             68
Interest expense                                          (798)
Minority interest                                         (398)
                                                      --------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                           3,246
Income tax benefit (provision)                          (1,030)
                                                      --------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE            2,216
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                         (22)
  Income tax provision                                      (3)
                                                      --------
    Loss on discontinued operations                        (25)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                               --
                                                      --------
NET INCOME                                            $  2,191
                                                      ========



BASIC EARNINGS PER COMMON SHARE(1)                    $    .80

DILUTED EARNINGS PER COMMON SHARE(1)                  $    .79



FOOTNOTE:

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

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




--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME - RECONCILIATIONS
--------------------------------------------------------------------------------
                                 (dollars in millions, except per share amounts)

                                                                                  Special and Non-Recurring Items
                                                                         -----------------------------------------------
                                                     12 Mos. Ended                        Severance,
                                                        12/31/03                          Pension and
                                                        Reported          Iusacell          Benefit        Other Special
Unaudited                                                (GAAP)            Charge           Charges             Items
---------                                            -------------       ----------       -----------      -------------

OPERATING REVENUES                                     $  67,752         $      --         $      --         $      --

OPERATING EXPENSES
Cost of services and sales                                21,783                --              (101)               --
Selling, general & administrative expense                 24,999                --            (5,422)             (496)
Depreciation and amortization expense                     13,617                --                --                --
Sales of businesses, net                                    (141)               --                --                --
                                                       ---------         ---------         ---------         ---------
TOTAL OPERATING EXPENSES                                  60,258                --            (5,523)             (496)
                                                       ---------         ---------         ---------         ---------
OPERATING INCOME                                           7,494                --             5,523               496
Equity in earnings of unconsolidated businesses            1,278                --                --                --
Income from other unconsolidated businesses                  331                --                --                --
Other income and (expense), net                               38                --                --                61
Interest expense                                          (2,797)               --                --                --
Minority interest                                         (1,583)               --                --                --
                                                       ---------         ---------         ---------         ---------
INCOME BEFORE PROVISION FOR INCOME
   TAXES, DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF ACCOUNTING CHANGE                  4,761                --             5,523               557
Provision for income taxes                                (1,252)               --            (2,125)             (138)
                                                       ---------         ---------         ---------         ---------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE              3,509                --             3,398               419
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                          (957)              957                 1                --
  Income tax benefit (provision)                              22               (26)               --                --
                                                       ---------         ---------         ---------         ---------
      Loss on discontinued operations                       (935)              931                 1                --
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                                503                --                --                --
                                                       ---------         ---------         ---------         ---------
NET INCOME                                             $   3,077         $     931         $   3,399         $     419
                                                       =========         =========         =========         =========

BASIC EARNINGS PER COMMON SHARE(1)                     $    1.12         $     .34         $    1.23         $     .15

DILUTED EARNINGS PER COMMON SHARE(1)                   $    1.11         $     .33         $    1.22         $     .15



                                                       Special and Non-Recurring Items
                                                     ----------------------------------
                                                                                          12 Mos. Ended
                                                     Cumulative Effect      Sales of         12/31/03
                                                      of Accounting        Investments,    Before Special
Unaudited                                                 Change               Net             Items
---------                                            -----------------     ------------    -------------

OPERATING REVENUES                                       $      --         $      --         $  67,752

OPERATING EXPENSES
Cost of services and sales                                      --                --            21,682
Selling, general & administrative expense                       --              (300)           18,781
Depreciation and amortization expense                           --                --            13,617
Sales of businesses, net                                        --                --              (141)
                                                         ---------         ---------         ---------
TOTAL OPERATING EXPENSES                                        --              (300)           53,939
                                                         ---------         ---------         ---------
OPERATING INCOME                                                --               300            13,813
Equity in earnings of unconsolidated businesses                 --              (348)              930
Income from other unconsolidated businesses                     --              (176)              155
Other income and (expense), net                                 --                --                99
Interest expense                                                --                --            (2,797)
Minority interest                                               --                --            (1,583)
                                                         ---------         ---------         ---------
INCOME BEFORE PROVISION FOR INCOME
   TAXES, DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF ACCOUNTING CHANGE                       --              (224)           10,617
Provision for income taxes                                      --               180            (3,335)
                                                         ---------         ---------         ---------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                   --               (44)            7,282
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                              --                --                 1
  Income tax benefit (provision)                                --                --                (4)
                                                         ---------         ---------         ---------
      Loss on discontinued operations                           --                --                (3)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                                 (503)               --                --
                                                         ---------         ---------         ---------
NET INCOME                                               $    (503)        $     (44)        $   7,279
                                                         =========         =========         =========

BASIC EARNINGS PER COMMON SHARE(1)                       $    (.18)        $    (.02)        $    2.64

DILUTED EARNINGS PER COMMON SHARE(1)                     $    (.18)        $    (.02)        $    2.62

                                                                        Special and Non-Recurring Items
                                                           ---------------------------------------------------   
                                        12 Mos. Ended
                                           12/31/02        Sales of                       Impact of      Investment-
                                           Reported     Businesses and    Transition      Operations       Related
Unaudited                                  (GAAP)     Investments, Net     Costs            Sold          Charges
---------                              -------------  ----------------  ------------    ------------    ------------

OPERATING REVENUES                     $     67,304    $         --    $         --    $       (623)   $         --

OPERATING EXPENSES
Cost of services and sales                   19,911              --            (143)           (142)             --
Selling, general & administrative expense    21,846              --            (367)            (99)           (732)
Depreciation and amortization expense        13,290              --              --              --              --
Sales of businesses, net                     (2,747)          2,747              --              --              --
                                        ------------    ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                     52,300           2,747            (510)           (241)           (732)
                                        ------------    ------------    ------------    ------------    ------------
OPERATING INCOME                             15,004          (2,747)            510            (382)            732
Operating income impact of operations sold       --              --              --             382              --
Equity in earnings (loss) of unconsolidated 
businesses                                   (1,547)             --              --              --           2,012
Income (loss) from other unconsolidated 
businesses                                   (2,857)           (383)             --              --           3,458
Other income and (expense), net                 192              --              --              --              --
Interest expense                             (3,130)             --              --              --              --
Minority interest                            (1,404)             --             (43)             --              --
                                        ------------    ------------    ------------    ------------    ------------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                6,258          (3,130)            467              --           6,202
Income tax provision                         (1,597)          1,235            (179)             --            (550)
                                        ------------    ------------    ------------    ------------    ------------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE                                     4,661          (1,895)            288              --           5,652
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell              (74)             --              --              --              --
  Income tax provision                          (12)             --              --              --              --
                                        ------------    ------------    ------------    ------------    ------------
      Loss on discontinued operations           (86)             --              --              --              --
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                  (496)             --              --              --              --
                                        ------------    ------------    ------------    ------------    ------------
NET INCOME                             $      4,079    $     (1,895)   $        288    $         --    $      5,652
                                       ============    ============    ============    ============    ============


BASIC EARNINGS PER COMMON SHARE(1)     $       1.49    $       (.69)   $        .11    $         --    $       2.07

DILUTED EARNINGS PER COMMON SHARE(1)   $       1.49    $       (.69)   $        .10    $         --    $       2.06


                                                                      Special and Non-Recurring Items
                                                 ------------------------------------------------------------------ 
                                                                                                          Cumulative
                                           Severance,                                                      Effect of
                                         Pension and      NorthPoint    Other Special        Tax         Accounting
Unaudited                            Benefit Charges     Settlement        Items          Benefits        Change
---------                             ---------------  ------------   -------------    ------------    ------------

OPERATING REVENUES                      $         --    $         --    $         --    $         --    $         --

OPERATING EXPENSES
Cost of services and sales                        (1)             --               7              --              --
Selling, general & administrative expense     (1,948)           (175)           (600)             --              --
Depreciation and amortization expense             --              --              --              --              --
Sales of businesses, net                          --              --              --              --              --
                                         ------------    ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                      (1,949)           (175)           (593)             --              --
                                         ------------    ------------    ------------    ------------    ------------
OPERATING INCOME                               1,949             175             593              --              --
Operating income impact of operations sold        --              --              --              --              --
Equity in earnings (loss) of unconsolidated 
businesses                                        59              --              (9)             --              --
Income (loss) from other unconsolidated 
businesses                                        --              --              --              --              --
Other income and (expense), net                   --              --              42              --              --
Interest expense                                  --              --              --              --              --
Minority interest                                (20)             --              --              --              --
                                         ------------    ------------    ------------    ------------    ------------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                 1,988             175             626              --              --
Income tax provision                            (727)            (61)           (157)         (2,104)             --
                                         ------------    ------------    ------------    ------------    ------------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE                                      1,261             114             469          (2,104)             --
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                 3              --              --              --              --
  Income tax provision                            --              --              --              --              --
                                         ------------    ------------    ------------    ------------    ------------
      Loss on discontinued operations              3              --              --              --              --
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                     --              --              --              --             496
                                         ------------    ------------    ------------    ------------    ------------
NET INCOME                              $      1,264    $        114    $        469    $     (2,104)   $        496
                                         ============    ============    ============    ============    ============


BASIC EARNINGS PER COMMON SHARE(1)      $        .46    $        .04    $        .17    $       (.77)   $        .18

DILUTED EARNINGS PER COMMON SHARE(1)    $        .46    $        .04    $        .17    $       (.77)   $        .18


                                                      12 Mos. Ended
                                                         12/31/02
                                                      Before Special
Unaudited                                                  Items
---------                                             --------------


OPERATING REVENUES                                     $     66,681

OPERATING EXPENSES
Cost of services and sales                                   19,632
Selling, general & administrative expense                    17,925
Depreciation and amortization expense                        13,290
Sales of businesses, net                                         --
                                                       ------------
TOTAL OPERATING EXPENSES                                     50,847
                                                       ------------
OPERATING INCOME                                             15,834
Operating income impact of operations sold                      382
Equity in earnings (loss) of unconsolidated businesses          515
Income (loss) from other unconsolidated businesses              218
Other income and (expense), net                                 234
Interest expense                                             (3,130)
Minority interest                                            (1,467)
                                                       ------------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                               12,586
Income tax provision                                         (4,140)
                                                       ------------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                 8,446
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                              (71)
  Income tax provision                                          (12)
                                                       ------------
      Loss on discontinued operations                           (83)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                                    --
                                                       ------------
NET INCOME                                             $      8,363
                                                       ============


BASIC EARNINGS PER COMMON SHARE(1)                     $       3.06

DILUTED EARNINGS PER COMMON SHARE(1)                   $       3.05


FOOTNOTE:

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

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


--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
SELECTED FINANCIAL AND OPERATING STATISTICS
--------------------------------------------------------------------------------
                                 (dollars in millions, except per share amounts)



                                                            3 Mos. Ended   3 Mos. Ended    12 Mos. Ended   12 Mos. Ended
Unaudited                                                     12/31/03        12/31/02        12/31/03        12/31/02
---------                                                   ------------   ------------    -------------   -------------


Debt to debt and shareowners' equity ratio-end of period           57.6%           62.0%           57.6%           62.0%

Book value per common share                                  $    12.09      $    11.89      $    12.09      $    11.89

Cash dividends declared per common share                     $     .385      $     .385      $     1.54      $     1.54

Common shares outstanding (in millions)
  End of period                                                   2,768           2,743           2,768           2,743

Capital expenditures (including capitalized
 network and non-network software)
  Domestic Telecom                                           $    2,055      $    2,670      $    6,820      $    8,004
  Domestic Wireless                                               1,511           1,388           4,590           4,414
  Information Services                                               29              32              84             167
  International                                                     136             152             358             421
  Other                                                              11              25              32              55
                                                             ----------      ----------      ----------      ----------
  Total                                                      $    3,742      $    4,267      $   11,884      $   13,061
                                                             ==========      ==========      ==========      ==========

Total employees(1)                                              203,065         227,813         203,065         227,813


FOOTNOTE:

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


--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                                           (dollars in millions)



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


ASSETS
Current assets
  Cash and cash equivalents                       $      699      $    1,422      $     (723)
  Short-term investments                               2,172           2,042             130
  Accounts receivable, net                             9,905          12,496          (2,591)
  Inventories                                          1,283           1,497            (214)
  Assets of discontinued operations                       --           1,305          (1,305)
  Prepaid expenses and other                           4,234           3,331             903
                                                  ----------      ----------      ----------
Total current assets                                  18,293          22,093          (3,800)
                                                  ----------      ----------      ----------
Plant, property and equipment                        180,975         176,838           4,137
  Less accumulated depreciation                      105,659         103,080           2,579
                                                  ----------      ----------      ----------
                                                      75,316          73,758           1,558
                                                  ----------      ----------      ----------
Investments in unconsolidated businesses               5,789           4,986             803
Wireless licenses                                     40,907          40,038             869
Goodwill                                               1,389           1,339              50
Other intangible assets, net                           4,733           4,962            (229)
Other assets                                          19,541          20,292            (751)
                                                  ----------      ----------      ----------
TOTAL ASSETS                                      $  165,968      $  167,468      $   (1,500)
                                                  ==========      ==========      ==========

LIABILITIES AND SHAREOWNERS' INVESTMENT
Current liabilities
  Debt maturing within one year                   $    5,967      $    9,267      $   (3,300)
  Accounts payable and accrued liabilities            14,699          12,642           2,057
  Liabilities of discontinued operations                  --           1,007          (1,007)
  Other                                                5,904           5,013             891
                                                  ----------      ----------      ----------
Total current liabilities                             26,570          27,929          (1,359)
                                                  ----------      ----------      ----------
Long-term debt                                        39,413          44,003          (4,590)
Employee benefit obligations                          16,759          15,389           1,370
Deferred income taxes                                 21,708          19,467           2,241
Other liabilities                                      3,704           4,007            (303)

Minority interest                                     24,348          24,057             291

Shareowners' investment
  Common stock                                           277             275               2
  Contributed capital                                 25,363          24,685             678
  Reinvested earnings                                  9,409          10,536          (1,127)
  Accumulated other comprehensive loss                (1,250)         (2,110)            860
                                                  ----------      ----------      ----------
                                                      33,799          33,386             413

    Less common stock in treasury, at cost               115             218            (103)
    Less deferred compensation -
        employee stock ownership plans and other         218             552            (334)
                                                  ----------      ----------      ----------
Total shareowners' investment                         33,466          32,616             850
                                                  ----------      ----------      ----------
TOTAL LIABILITIES AND SHAREOWNERS' INVESTMENT     $  165,968      $  167,468      $   (1,500)
                                                  ==========      ==========      ==========



--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
                                                           (dollars in millions)



                                                                         12 Mos. Ended     12 Mos. Ended
Unaudited                                                                   12/31/03          12/31/02        $ Change
---------                                                               -------------      -------------    ------------


CASH FLOWS FROM OPERATING ACTIVITIES
Income before discontinued operations and
 cumulative effect of accounting change                                 $      3,509      $      4,661    $     (1,152)
Adjustments to reconcile income before discontinued operations and 
cumulative effect of accounting change to net cash provided by 
operating activities:
  Depreciation and amortization expense                                       13,617            13,290             327
  Sales of businesses, net                                                      (141)           (2,747)          2,606
  Employee retirement benefits                                                 3,048              (501)          3,549
  Deferred income taxes                                                          826             1,704            (878)
  Provision for uncollectible accounts                                         1,803             2,899          (1,096)
  (Income) loss from unconsolidated businesses                                (1,609)            4,404          (6,013)
  Changes in current assets and liabilities, net of
      effects from acquisition/disposition of businesses                       1,726            (1,581)          3,307
  Other, net                                                                    (297)              (30)           (267)
                                                                         ------------      ------------    ------------
Net cash provided by operating activities                                     22,482            22,099             383
                                                                         ------------      ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (including capitalized network
      and non-network software)                                              (11,884)          (13,061)          1,177
Acquisitions, net of cash acquired, and investments                           (1,162)           (1,088)            (74)
Proceeds from disposition of businesses                                          229             4,638          (4,409)
Proceeds from spectrum payment refund                                             --             1,740          (1,740)
Net change in short-term and other current investments                          (120)             (216)             96
Other, net                                                                       691             1,187            (496)
                                                                         ------------      ------------    ------------
Net cash used in investing activities                                        (12,246)           (6,800)         (5,446)
                                                                         ------------      ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings                                             4,653             7,820          (3,167)
Repayments of long-term borrowings and capital lease obligations             (10,759)           (8,391)         (2,368)
Decrease in short-term obligations, excluding current maturities              (1,330)          (11,024)          9,694
Dividends paid                                                                (4,239)           (4,200)            (39)
Proceeds from sale of common stock                                               839               915             (76)
Other, net                                                                      (123)               71            (194)
                                                                         ------------      ------------    ------------
Net cash used in financing activities                                        (10,959)          (14,809)          3,850
                                                                         ------------      ------------    ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (723)              490          (1,213)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 1,422               932             490
                                                                         ------------      ------------    ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $        699      $      1,422    $       (723)
                                                                         ============      ============    ============





--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
DOMESTIC TELECOM - SELECTED FINANCIAL RESULTS
--------------------------------------------------------------------------------

                                                           (dollars in millions)

                             3 Mos. Ended   3 Mos. Ended                   12 Mos. Ended  12 Mos. Ended
Unaudited                       12/31/03       12/31/02          % Change     12/31/03       12/31/02       % Change
---------                    ------------   -------------       --------   -------------    ---------      --------
OPERATING REVENUES
  Local services              $   4,825      $   4,906           (1.7)      $  19,454      $  20,271          (4.0)
  Network access services         3,073          3,383           (9.2)         12,719         13,427          (5.3)
  Long distance services          1,006            777           29.5           3,788          3,170          19.5
  Other services                  1,001          1,000             .1           3,641          3,971          (8.3)
                               ---------      ---------                      ---------      ---------
TOTAL OPERATING REVENUES          9,905         10,066           (1.6)         39,602         40,839          (3.0)
                               ---------      ---------                      ---------      ---------

OPERATING EXPENSES
  Cost of services and sales      3,893          3,199           21.7          14,708         13,390           9.8
  Selling, general & 
   administrative
   expense                        2,195          2,349           (6.6)          8,517          9,048          (5.9)
  Depreciation and 
   amortization expense           2,290          2,366           (3.2)          9,217          9,456          (2.5)
                               ---------      ---------                      ---------      ---------
TOTAL OPERATING EXPENSES          8,378          7,914            5.9          32,442         31,894           1.7
                               ---------      ---------                      ---------      ---------
OPERATING INCOME              $   1,527      $   2,152          (29.0)      $   7,160      $   8,945         (20.0)
OPERATING INCOME MARGIN            15.4%          21.4%                          18.1%          21.9%

SEGMENT INCOME                $     710      $   1,052          (32.5)      $   3,335      $   4,364         (23.6)


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.

Intersegment transactions have not been eliminated.

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


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


                               3 Mos. Ended   3 Mos. Ended                  12 Mos. Ended  12 Mos. Ended
Unaudited                         12/31/03       12/31/02       % Change        12/31/03       12/31/02       % Change
---------                      ------------   -------------    --------     -------------  -------------- --------------
Switched access lines in 
service (000)
  Residence                       36,089         37,458           (3.7)         36,089         37,458           (3.7)
  Business                        18,990         19,994           (5.0)         18,990         19,994           (5.0)
  Public                             462            522          (11.5)            462            522          (11.5)
                               ----------     ----------                     ----------     ----------
Total                             55,541         57,974           (4.2)         55,541         57,974           (4.2)
  Special DS0 equivalents         84,806         77,823            9.0          84,806         77,823            9.0
                               ----------     ----------                     ----------     ----------
Total voice grade 
equivalents (000)                140,347        135,797            3.4         140,347        135,797            3.4
                               ----------     ----------                     ----------     ----------

Resale & UNE-P lines (000)        5,762          4,235           36.1           5,762          4,235           36.1
Minutes of use from Carriers 
and CLECs
 (in millions)                   58,357         62,111           (6.0)        238,365        256,806           (7.2)
Long distance lines (000)        16,636         12,481           33.3          16,636         12,481           33.3

High capacity and digital data
 revenues ($ in millions)
Data transport               $    1,632     $    1,665           (2.0)     $    6,546     $    6,616           (1.1)
Data solutions                      238            188           26.6             716            680            5.3
                             ----------     ----------                     ----------     ----------
Total revenues               $    1,870     $    1,853             .9      $    7,262     $    7,296            (.5)
                             ----------     ----------                     ----------     ----------



FOOTNOTE:

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




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

                                                           (dollars in millions)



                                  3 Mos. Ended   3 Mos. Ended              12 Mos. Ended  12 Mos. Ended
Unaudited                           12/31/03       12/31/02     % Change       12/31/03       12/31/02      % Change
---------                        ------------   -------------  --------   -------------  -------------     --------
REVENUES
  Service revenues              $   5,366      $   4,713         13.9      $  20,336      $  17,747          14.6
  Equipment and other                 618            510         21.2          2,153          1,726          24.7
                                  ---------      ---------                   ---------      ---------
TOTAL REVENUES                      5,984          5,223         14.6         22,489         19,473          15.5
                                  ---------      ---------                   ---------      ---------

OPERATING EXPENSES
  Cost of services and sales        1,739          1,490         16.7          6,460          5,456          18.4
  Selling, general & 
  administrative expense            2,115          1,845         14.6          8,057          7,084          13.7
  Depreciation and 
  amortization expense              1,025            899         14.0          3,888          3,293          18.1
                                 ---------      ---------                   ---------      ---------
TOTAL OPERATING EXPENSES            4,879          4,234         15.2         18,405         15,833          16.2
                                 ---------      ---------                   ---------      ---------
OPERATING INCOME                $   1,105      $     989         11.7      $   4,084      $   3,640          12.2
OPERATING INCOME MARGIN              18.5%          18.9%                       18.2%         18.7%

SEGMENT INCOME                  $     307      $     261         17.6      $   1,083      $     966          12.1

SELECTED OPERATING STATISTICS
Subscribers (000)                  37,522         32,491         15.5         37,522         32,491          15.5
Penetration                          16.0%          14.3%                       16.0%          14.3%
Subscriber net adds in 
period(1) (000)                     1,496            970         54.2          5,031          3,093          62.7
Total churn rate, including 
prepaid                               1.7%           2.1%                        1.8%           2.3%



FOOTNOTES:

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

Intersegment transactions have not been eliminated.

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

(1) Includes acquisition of 68,000 subscribers, 411,000 subscribers and 6,000
    subscribers in the first, third and fourth quarters of 2002, respectively,
    and 6,000 subscribers in the first quarter of 2003.





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

                                                           (dollars in millions)


                           3 Mos. Ended    3 Mos. Ended                    12 Mos. Ended    12 Mos. Ended
Unaudited                    12/31/03        12/31/02        % Change         12/31/03         12/31/02       % Change
---------                  ------------    ------------      --------      -------------    --------------    --------
OPERATING REVENUES         $    1,013      $    1,374           (26.3)      $    4,114       $    4,287           (4.0)

OPERATING EXPENSES
  Cost of services 
  and sales                       146             229           (36.2)             641              688           (6.8)
  Selling, general & 
   administrative
   expense                        429             378            13.5            1,505            1,411            6.7
  Depreciation and amortization
   expense                         23              22             4.5               89               74           20.3
  Sales of businesses, net         --              --               *             (141)              --              *
                            ---------      ----------                       ----------       ----------
TOTAL OPERATING EXPENSES          598             629            (4.9)           2,094            2,173           (3.6)
                           ----------      ----------                       ----------       ----------

OPERATING INCOME           $      415      $      745           (44.3)      $    2,020       $    2,114           (4.4)
OPERATING INCOME MARGIN          41.0%           54.2%                            49.1%            49.3%

SEGMENT INCOME             $      247      $      461           (46.4)      $    1,206       $    1,281           (5.9)



FOOTNOTES:

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

Intersegment transactions have not been eliminated.

Certain reclassifications 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

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

                                                           (dollars in millions)


                             3 Mos. Ended    3 Mos. Ended                    12 Mos. Ended   12 Mos. Ended
Unaudited                     12/31/03        12/31/02        % Change         12/31/03        12/31/02       % Change
---------                    ------------    ------------      --------      -------------   --------------    --------

OPERATING REVENUES          $      477      $      549           (13.1)      $    1,949      $    2,219          (12.2)

OPERATING EXPENSES
  Cost of services and sales       152             163            (6.7)             574             586           (2.0)
  Selling, general & 
   administrative
   expense                         118             138           (14.5)             691             610           13.3
  Depreciation and amortization
   expense                          94              88             6.8              346             376           (8.0)
                             ----------      ----------                       ----------      ----------
TOTAL OPERATING EXPENSES           364             389            (6.4)           1,611           1,572            2.5
                             ----------      ----------                       ----------      ----------

OPERATING INCOME            $      113      $      160           (29.4)      $      338      $      647          (47.8)
OPERATING INCOME MARGIN           23.7%           29.1%                            17.3%           29.2%

EQUITY IN EARNINGS OF
  UNCONSOLIDATED BUSINESSES $      302      $      179            68.7       $    1,091      $      644           69.4
INCOME FROM OTHER
  UNCONSOLIDATED BUSINESSES $       --      $        6          (100.0)      $      169      $      218          (22.5)

SEGMENT INCOME              $      341      $      294            16.0       $    1,392      $    1,152           20.8



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.

Intersegment transactions have not been eliminated.

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

* Not meaningful



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

                                                           (dollars in millions)

                                                      12 Mos. Ended   12 Mos. Ended
Unaudited                                                  12/31/03        12/31/02
---------                                             -------------   -------------

FREE CASH FLOW - TOTAL VERIZON
  Cash from operating activities                         $   22,482      $   22,099
  Less: Capital expenditures (including network
        and non-network software)                           (11,884)        (13,061)
        Dividends paid                                       (4,239)         (4,200)
                                                         ----------      ----------
  Free Cash Flow                                         $    6,359      $    4,838
                                                         ==========      ==========

CASH FLOW SUMMARY - TOTAL VERIZON
  Cash from operating activities                         $   22,482      $   22,099
  Cash used in investing activities                         (12,246)         (6,800)
  Cash used in financing activities                         (10,959)        (14,809)
                                                         ----------      ----------
  Increase (decrease) in cash and cash equivalents             (723)            490
  Cash and cash equivalents, beginning of period              1,422             932
                                                         ----------      ----------
  Cash and cash equivalents, end of period               $      699      $    1,422
                                                         ==========      ==========

                                                      12 Mos. Ended   12 Mos. Ended
Unaudited                                                  12/31/03        12/31/02
---------                                             -------------   -------------


SEGMENT FREE CASH FLOW - DOMESTIC TELECOM
  Cash from operating activities                      $   12,325      $   11,546
  Less: Capital expenditures (including
        network and non-network software)                 (6,820)         (8,004)
                                                      ----------      ----------
  Segment Free Cash Flow                              $    5,505      $    3,542
                                                      ==========      ==========

CASH FLOW SUMMARY - DOMESTIC TELECOM
  Cash from operating activities                      $   12,325      $   11,546
  Cash used in investing activities                       (6,790)         (4,057)
  Cash used in financing activities                       (5,532)         (7,612)
                                                      ----------      ----------
  Increase (decrease) in cash and cash equivalents             3            (123)
  Cash and cash equivalents, beginning of period             160             283
                                                      ----------      ----------
  Cash and cash equivalents, end of period            $      163      $      160
                                                      ==========      ==========

SEGMENT FREE CASH FLOW - VERIZON WIRELESS
  Cash from operating activities                      $    7,513      $    6,511
  Less: Capital expenditures (including
        network and non-network software)                 (4,590)         (4,414)
                                                      ----------      ----------
  Segment Free Cash Flow                              $    2,923      $    2,097
                                                      ==========      ==========

CASH FLOW SUMMARY - VERIZON WIRELESS
  Cash from operating activities                      $    7,513      $    6,511
  Cash used in investing activities                       (5,492)         (3,363)
  Cash used in financing activities                       (2,008)         (3,222)
                                                      ----------      ----------
  Increase (decrease) in cash and cash equivalents            13             (74)
  Cash and cash equivalents, beginning of period             124             198
                                                      ----------      ----------
  Cash and cash equivalents, end of period            $      137      $      124
                                                      ==========      ==========

SEGMENT FREE CASH FLOW - INFORMATION SERVICES
  Cash from operating activities                      $    1,179      $    1,163
  Less: Capital expenditures (including
        network and non-network software)                    (84)           (167)
                                                      ----------      ----------
  Segment Free Cash Flow                              $    1,095      $      996
                                                      ==========      ==========

CASH FLOW SUMMARY - INFORMATION SERVICES
  Cash from operating activities                      $    1,179      $    1,163
  Cash provided by (used in) investing activities            141            (166)
  Cash used in financing activities                       (1,340)         (1,004)
                                                      ----------      ----------
  Decrease in cash and cash equivalents                      (20)             (7)
  Cash and cash equivalents, beginning of period              79              86
                                                      ----------      ----------
  Cash and cash equivalents, end of period            $       59      $       79
                                                      ==========      ==========




Unaudited                                                  12/31/03        12/31/02
---------                                                ----------      ----------

NET DEBT
  Short-term debt                                        $    5,967      $    9,267
  Long-term debt                                             39,413          44,003
  Less: Cash and cash equivalents                              (699)         (1,422)
                                                         ----------      ----------
                                                         $   44,681      $   51,848
                                                         ==========      ==========

                                            3 Mos. Ended   3 Mos. Ended  12 Mos. Ended  12 Mos. Ended
Unaudited                                       12/31/03       12/31/02       12/31/03       12/31/02
---------                                   ------------   ------------  -------------  -------------

TOTAL VERIZON REVENUES - CONFORMING BASIS
  Operating revenues - reported               $   17,278     $   17,154      $   67,752     $   67,304
  Domestic Telecom property sales                     --             --              --           (623)
                                              ----------     ----------      ----------     ----------
  Operating revenues - adjusted                   17,278         17,154          67,752         66,681
  Directory accounting change                         --           (315)             --            (78)
                                              ----------     ----------      ----------     ----------
  Conforming basis revenues                   $   17,278     $   16,839      $   67,752     $   66,603
                                              ==========     ==========      ==========     ==========


VERIZON INFORMATION SERVICES REVENUES
    - CONFORMING BASIS
  Operating revenues                          $    1,013     $    1,374      $    4,114     $    4,287
  Directory accounting change                         --           (315)             --            (78)
                                              ----------     ----------      ----------     ----------
  Conforming basis revenues                   $    1,013     $    1,059      $    4,114     $    4,209
                                              ==========     ==========      ==========     ==========



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

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