RNS Number:4185R
Verizon Communications
28 October 2003





                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


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


                        Date of Report: October 28, 2003
                        (Date of earliest event reported)




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





              Delaware                               1-8606                                23-2259884
    (State or other jurisdiction 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                                                         (Zip Code)
               offices)



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



                                 Not applicable
          (Former name or former address, if changed since last report)


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

Item 12. Results of Operations and Financial Condition.

Attached as an exhibit hereto is a press release and financial tables dated
October 28, 2003 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, net debt and Domestic Telecom cash
expense excluding pension/OPEB, 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 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 information for allocating resources to debt repayment and for
other cash investing and financing activities. The definition of free cash
flows, 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. Domestic Telecom cash expense
excluding pension/OPEB is a non-GAAP operating performance measure used
internally to evaluate current and prior operating expense efficiency, as well
as assist management in evaluating the financial results of our largest
operating segment with and without a significant expense driver compared to
prior periods. Management believes this presentation assists readers in better
understanding our results of operations and trends from period to period,
consistent with management's evaluation of the Domestic Telecom segment's
results of operations for a variety of internal measures, including setting
current and future year operating targets.

Verizon Information Services revenues - conforming basis provides the prior year
impact of a change in 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: October 28, 2003                     /s/ David H. Benson
      ----------------           ----------------------------------------
                                 David H. Benson
                                 Senior Vice President and Controller





                                  EXHIBIT INDEX


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


99         Press release and financial tables, dated October 28, 2003, issued by
           Verizon Communications Inc.



                                                                      EXHIBIT 99

NEWS RELEASE


FOR IMMEDIATE RELEASE                       MEDIA CONTACTS:
OCT. 28, 2003                               PETER THONIS
                                            212-395-2355
                                            peter.thonis@verizon.com

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


             VERIZON COMMUNICATIONS REPORTS THIRD-QUARTER EARNINGS
             HIGHLIGHTED BY STRONG CUSTOMER GROWTH, SOLID CASH FLOW

     FUNDAMENTALS REMAIN STRONG AS REVENUES CONTINUE SHIFT FROM TRADITIONAL
      SERVICES TO WIRELESS, LONG-DISTANCE, BROADBAND AND BUNDLED OFFERINGS

                            THIRD-QUARTER HIGHLIGHTS

o    Verizon Wireless: 1.3 million retail net customer additions, up 12.5
     percent from last year's quarter (1.4 million total net customer
     additions); strong revenue growth of 18.2 percent over last year's quarter;
     strong margins; total customers at 36.0 million

o    Long-Distance: 1.3 million net additional long-distance lines; 15.9 million
     total lines; growth of 27 percent since year-end 2002

o    DSL (digital subscriber lines): 185,000 net additional lines; 2.1 million
     total lines; growth of 27 percent since year-end 2002

o    Diluted Earnings Per Share (EPS): 64 cents in fully diluted EPS, compared
     with $1.60 per share in third quarter 2002 (last year's quarter included
     net special gains)

o    EPS Before Special Items (non-GAAP measure): 67 cents, compared with 77
     cents in EPS before special items in third quarter 2002

o    Debt Reduction: Net debt (non-GAAP, gross debt less cash and cash
     equivalents) reduced by $7.1 billion since year-end 2002 to $44.7 billion

o    Free Cash Flow (non-GAAP, cash from operating activities less capital
     expenditures and dividends): $5.0 billion in first nine months of 2003

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.



Verizon News Release, page 2


         NEW YORK -- Verizon Communications Inc. (NYSE:VZ) today announced third
quarter 2003 fully diluted EPS of 64 cents, or 67 cents before one special item,
supported by strong revenues and customer additions from wireless,
long-distance, DSL and other growth initiatives.

         Reported earnings were $1.8 billion in the third quarter, compared with
$4.4 billion in last year's third quarter when Verizon recorded net special
gains and tax benefits from sales of businesses.

         Third quarter 2003 earnings were $1.9 billion before special items,
compared with $2.1 billion in third quarter 2002. The third quarter 2003
reflects a special item of $0.1 billion relating to pension settlements during
the quarter for employees who received lump-sum distributions under voluntary
separation plans.

                    FIFTH CONSECUTIVE QUARTER OF REVENUE GROWTH

         Verizon posted its fifth consecutive quarter of year-over-year revenue
growth, as the company's overall revenue mix continued to shift to growth areas
such as wireless.

        Total third-quarter reported operating revenues of $17.2 billion were
up slightly from the third quarter 2002. Last year's total included revenues
from Domestic Telecom access lines that the company has since sold. Excluding
revenues from these access lines, Verizon's third quarter 2003 revenues of $17.2
billion represented a 1 percent increase from $17.0 billion in third quarter
2002.

         Also for the fifth consecutive quarter, Verizon Wireless posted
double-digit, year-over-year revenue increases. Verizon Wireless' service
revenues grew 14.9 percent, to $5.3 billion, from $4.6 billion in the third
quarter of 2002. Verizon Wireless' total revenues grew 18.2 percent in the third
quarter 2003, to $5.9 billion, from $5.0 billion in the third quarter 2002. The
additional increase in total revenue was driven by growth in equipment and other
revenues.

         Third-quarter Domestic Telecom revenues were $9.9 billion -- a decline
of 4.1 percent compared with third quarter 2002 and essentially flat compared
with second quarter 2003. Revenues from long-distance increased 17.2 percent to
$1.0 billion in third quarter 2003, compared with third quarter 2002.


                    CUSTOMER ADDITIONS AND MARKETING SUCCESS

Verizon News Release, page 3

         The overall revenue gain was supported by significant customer
additions in growth markets, as well as successful new marketing initiatives,
which also offset competitive pressures on revenues in other areas of Domestic
Telecom.

         Verizon Wireless added 1.4 million net subscribers in the third
quarter, the highest quarterly increase in the company's history, bringing its
customer total to 36.0 million. Verizon Wireless sustained strong performance
across-the-board, delivering record quarterly results for net additions, average
revenue per user and profitability, as well as continued low churn levels.

         In the third quarter, Verizon also added a net of 1.3 million
long-distance lines and 185,000 DSL lines. Verizon now serves 15.9 million
long-distance lines and 2.1 million DSL lines, with both totals increasing by 27
percent since year-end 2002.

         In the large-business market, Verizon has entered into more than 800
Enterprise Advance contracts since late last year, signing nearly 330 contracts
in the third quarter.

         For consumers, Verizon has introduced Verizon Freedom plans in 12
markets, covering more than 80 percent of consumer access lines, since the end
of January. For small businesses, the company has also rolled out Verizon
Freedom for Business plans in six markets, covering more than 60 percent of
business access lines, since May. Verizon Freedom plans help retain and win back
customers by offering local services with various combinations of long-distance,
wireless and Internet access in a discounted bundle available on one bill.

                          COMPETITIVE POSITION IMPROVES

         Verizon CEO Ivan Seidenberg said, "Verizon continues to improve its
competitive position. In the third quarter, we again made significant progress
in gaining share in growth markets, and Verizon Wireless -- which has been our
template for success in new areas of our business -- is again proving to be the
premium company in the industry.

         "The composition of our overall revenues continues to shift to newer,
non-traditional sources, fueled by high levels of customer and revenue growth in
wireless, long-distance and broadband," Seidenberg added. "At the same time, we
have maintained operating margins in traditional markets, and Verizon businesses
continue to generate excellent cash flow."



Verizon News Release, page 4

                          EXPENSES, DEBT AND CASH FLOW

         Verizon reported total operating expenses of $13.9 billion in the third
quarter 2003. In the third quarter 2002, reported total operating expenses were
$11.1 billion and included an offset related to the company's sales of
businesses. On an adjusted basis, primarily excluding this offset, total
operating expenses increased 6.9 percent, from $12.9 billion in the third
quarter 2002 to $13.8 billion in the third quarter 2003. This increase was
primarily driven by a reduction of $422 million in pension income net of other
post-retirement benefit costs when comparing third quarter 2003 with the prior
year's quarter.

         On Sept. 23, Verizon detailed additional third-quarter Domestic Telecom
expenses, including increased weather-related repair expenses and contingency
costs to maintain operational readiness during recent labor negotiations. These
costs were offset on an EPS basis by non-operational benefits from Verizon's
International and Information Services business units in the third quarter.

         Net debt was reduced to $44.7 billion at the end of the third quarter
2003, from $51.8 billion at year-end 2002. Gross debt was $45.5 billion at the
end of the third quarter 2003, down $7.8 billion from $53.3 billion at year-end
2002.

         Verizon's free cash flow was $5.0 billion for the first nine months of
2003, compared with $4.2 billion in the first nine months of 2002. In these same
periods, respectively, cash from operations was $16.3 billion and $16.1 billion;
cash used in investing activities was $6.9 billion and $0.9 billion; and cash
used in financing activities was $10.0 billion and $10.4 billion. Cash used in
investing activities was lower in 2002 primarily because of the receipt of
proceeds from sales of businesses and a wireless spectrum refund.

                           BUSINESS SEGMENT HIGHLIGHTS

DOMESTIC TELECOM

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

o        Verizon has increased its long-distance access lines by 4.2 million
         since the third quarter 2002, a 35.4 percent increase.

o        Approximately 44 percent of Verizon's residential customers have
         purchased local services in combination with either Verizon long-
         distance or Verizon DSL, or both.



Verizon News Release, page 5

o        Voice-grade access line equivalents (access lines plus equivalent data
         circuits) grew to 139.4 million, up 3.3 percent compared with the third
         quarter 2002.

o        Total revenues for high-capacity and data services were $1.8 billion in
         the third quarter, down slightly from the year-earlier period.
         Increased demand for high-speed services was offset by a lessened
         demand for lower-speed services.

o        Domestic Telecom's continued focus on expense control and operational
         excellence produced several year-over-year improvements in key metrics,
         including a 3.6 percent increase in repair productivity, a 42 percent
         reduction in uncollectibles, and a 3.7 percent decrease in cash
         expenses when excluding the impact of lower pension income net of other
         post-retirement benefit costs. As previously announced, Verizon is
         currently offering fourth-quarter voluntary separation programs to most
         union and management employees to reduce ongoing expenses, primarily in
         the Domestic Telecom segment.

o        As of the end of the third quarter, approximately 74 percent of
         Verizon's 56.2 million access lines qualified for DSL service -- and
         the company remains on track to meet its 80 percent target by year-end.


VERIZON WIRELESS

o        Verizon Wireless' retail customer base grew nearly 14 percent year over
         year and represented 34.6 million of the company's 36 million total
         customers at the end of the third quarter. Retail gross additions were
         up 8.8 percent over the third quarter 2002, while retail net additions
         were up 12.5 percent -- totaling approximately 1.3 million of the
         company's 1.4 million net additions.

o        Continued low churn drove record net-add performance. Retail churn, as
         well as total churn for resale and wholesale, was just under 1.9
         percent. In the retail post-pay segment -- which is more than 90
         percent of the company's base -- churn was 1.4 percent for the third
         quarter.

o        Average monthly service revenue per subscriber was more than $50, up 1
         percent over the prior-year quarter. Service revenue for the quarter
         was $5.3 billion, up 14.9 percent.

o        The company's low-cost structure continued to lead the industry, as
         cash expense per subscriber decreased slightly over the prior-year
         quarter and over the prior sequential quarter, a particularly
         significant achievement given the record volume of new subscribers.

o        Quarterly operating income margin remained strong at 18.9 percent.
         Quarterly operating income increased 15.9 percent year over year to a
         record $1.1 billion.

o        The company launched several innovative features and network services
         in the third quarter, including nationwide Get Pix picture messaging;
         nationwide Push to Talk; and, in San Diego and Washington, D. C.,
         Broadband Access, the first broadband wide area wireless data network
         in major U.S. cities.


Verizon News Release, page 6

o        Demand for these and for the company's existing data services continued
         to build in the quarter. Text messaging grew to more than 400 million
         text messages a month, and more than 1 billion for the quarter, and Get
         It NowSM BREW-based downloadable ringtones, games and exclusive content
         grew to 4 million downloads a month. In the less than three months
         since its debut, picture messaging service grew to 2 million picture
         messages a month in the third quarter, and the company's Push to Talk
         feature has more than 100,000 subscribers to date, on price plans
         starting at $60. At the end of the quarter, the company had nearly 10
         million revenue-generating data subscribers. Data usage on the
         company's NationalAccess 1X data network has significantly increased
         over the preceding quarter. Data services now account for more than 2
         percent of the company's total service revenue.

o        The company continued to improve its already strong position in the
         business market segment, due to the reliability and reputation of its
         voice and data network, and its expanding VZOffice suite of solutions
         designed to meet enhanced voice and remote connectivity needs of
         business customers.


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 for the third quarter 2003
         decreased 12 percent compared with the same period in 2002, primarily
         due to the change from the publication-date method to the amortization
         method of accounting. Using comparable accounting, third quarter 2003
         revenues declined 4.9 percent compared with the same period last year;
         however, on a book-to-book basis, including print and electronic
         revenue, ongoing operations were relatively flat compared with the same
         period last year.

o        In the third quarter, VIS reported pretax operating expense reductions
         of $141 million, primarily as a result of selling directory businesses
         in Europe.

o        VIS' domestic Internet directory, SuperPages.com(TM), continues to
         achieve strong growth as demonstrated by a 31 percent increase in
         revenue and a 42 percent increase in searches over third quarter 2002.



Verizon News Release, page 7

INTERNATIONAL

o        Equity in earnings of unconsolidated businesses increased to $397
         million, compared with $210 million in the third quarter 2002. A large
         portion of the increase was driven by additional Italian tax benefits
         from a reorganization at Vodafone Omnitel, in which Verizon has an
         equity investment.

o        Third-quarter revenues were $446 million, compared with $538 million in
         the third quarter 2002 -- primarily the result of declining foreign
         exchange rates in the Dominican Republic.

o        Verizon's International investments continued to experience strong
         wireless growth, with total subscribers increasing by nearly 3 million
         compared with third quarter 2002 to more than 32 million customers
         worldwide.

         A Fortune 10 company, Verizon Communications (NYSE:VZ) is one of the
world's leading providers of communications services, with approximately $67
billion in revenues and 221,000 employees. Verizon companies are the largest
providers of wireline and wireless communications in the United States, with
more than 139 million access line equivalents and 36 million Verizon Wireless
customers. Verizon is the third largest long-distance carrier for U.S.
consumers, with nearly 16 million long-distance lines. The company 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; our ability to recover insurance proceeds
relating to equipment losses and other adverse financial impacts resulting from
the terrorist attacks on Sept. 11, 2001; and changes in our accounting
assumptions that regulatory agencies, including the SEC, may require or that
result from changes in the accounting rules or their application, which could
result in an impact on earnings.

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


                                                                         (dollars in millions, except per share amounts)

                                     3 Mos. Ended    3 Mos. Ended               9 Mos. Ended    9 Mos. Ended
Unaudited                                 9/30/03         9/30/02    % Change        9/30/03         9/30/02  % Change
- -------------------------------    ------------    ------------   ---------   ------------    ------------ ---------  

OPERATING REVENUES                      $  17,155      $  17,113           .2      $  50,474      $  50,150         .6

OPERATING EXPENSES
Cost of services and sales                  5,740          5,135         11.8         15,906         14,895        6.8
Selling, general & administrative 
expense                                     4,932          5,204         (5.2)        14,897         15,895       (6.3)
Depreciation and amortization expense       3,419          3,287          4.0         10,170          9,895        2.8
Sales of businesses, net                     (141)        (2,527)       (94.4)          (141)        (2,747)     (94.9)
                                        ---------      ---------                   ---------      ---------
TOTAL OPERATING EXPENSES                   13,950         11,099         25.7         40,832         37,938        7.6


OPERATING INCOME                            3,205          6,014        (46.7)         9,642         12,212      (21.0)
Equity in earnings (loss) of
 unconsolidated businesses                    358            187         91.4            673         (1,675)         *
Income (loss) from other
 unconsolidated businesses                     80            299        (73.2)           159         (2,742)         *
Other income and (expense), net                12              5        140.0             23            110      (79.1)
Interest expense                             (685)          (776)       (11.7)        (2,132)        (2,332)      (8.6)
Minority interest                            (410)          (389)         5.4         (1,132)        (1,022)      10.8
                                        ---------      ---------                   ---------      ---------

INCOME BEFORE PROVISION FOR INCOME
   TAXES, DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE                                   2,560          5,340        (52.1)         7,233          4,551       58.9
Provision for income taxes                   (769)          (925)       (16.9)        (2,266)        (2,207)       2.7
                                        ---------      ---------                   ---------      ---------

INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE                                   1,791          4,415        (59.4)         4,967          2,344      111.9
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell             --             (8)      (100.0)          (957)           (50)         *
  Income tax benefit (provision)               --             (2)      (100.0)            22             (9)         *
                                        ---------      ---------                   ---------      ---------
    Loss on discontinued operations            --            (10)      (100.0)          (935)           (59)         *
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF TAX                                  --             --            *            503           (496)         *
                                        ---------      ---------                   ---------      ---------
NET INCOME                              $   1,791      $   4,405        (59.3)     $   4,535      $   1,789      153.5
                                        =========      =========                   =========      =========

BASIC EARNINGS PER SHARE                $     .65      $    1.61        (59.6)     $    1.65      $     .66      150.0
Weighted average number of common
    shares (in millions)                    2,759          2,732                       2,753          2,726

DILUTED EARNINGS PER SHARE(1)           $     .64      $    1.60        (60.0)     $    1.63      $     .65      150.8
Weighted average number of common
    shares-assuming dilution 
    (in millions)                           2,791          2,749                       2,786          2,737


FOOTNOTES:

(1)  Diluted Earnings per Share include income related to share dilution
     (exchangeable equity interests) of $6 million and $15 million for the third
     quarter and year-to-date 2003 respectively, $3 million for the third
     quarter and year-to-date 2002, and the dilutive effect of shares issuable
     under our stock-based compensation plans and exchangeable equity interests,
     which represent the only potential dilution.

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               9 Mos. Ended    9 Mos. Ended
Unaudited                              9/30/03         9/30/02    % Change        9/30/03         9/30/02    % Change
---------------------------       ------------    ------------   ---------   ------------    ------------   ---------
OPERATING REVENUES(1)
  Domestic Telecom                   $   9,851      $  10,268         (4.1)     $  29,697       $  30,773        (3.5)
  Domestic Wireless                      5,942          5,029         18.2         16,505          14,250        15.8
  Information Services                   1,031          1,174        (12.2)         3,101           2,913         6.5
  International                            446            538        (17.1)         1,472           1,670       (11.9)
  Other                                   (115)           (32)           *           (301)            (79)          *
                                     ---------      ---------                   ---------       ---------
TOTAL OPERATING REVENUES                17,155         16,977          1.0         50,474          49,527         1.9
                                     ---------      ---------                   ---------       ---------

OPERATING EXPENSES(1)
  Cost of services and sales             5,740          5,055         13.6         15,906          14,676         8.4
  Selling, general & administrative
    expense                              4,801          4,591          4.6         13,872          13,344         4.0
  Depreciation and amortization
    expense                              3,419          3,287          4.0         10,170           9,895         2.8
  Sales of businesses, net                (141)            --            *           (141)             --           *
                                     ---------      ---------                   ---------       ---------
TOTAL OPERATING EXPENSES                13,819         12,933          6.9         39,807          37,915         5.0
                                     ---------      ---------                   ---------       ---------

OPERATING INCOME                         3,336          4,044        (17.5)        10,667          11,612        (8.1)
Operating income impact of operations
  sold(1)                                   --             55       (100.0)            --             382      (100.0)
Equity in earnings of unconsolidated
  businesses                               358            178        101.1            673             369        82.4
Income from other unconsolidated
  businesses                                80             17            *            159             212       (25.0)
Other income and (expense), net             12             39        (69.2)            84             166       (49.4)
Interest expense                          (685)          (776)       (11.7)        (2,132)         (2,332)       (8.6)
Minority interest                         (410)          (400)         2.5         (1,132)         (1,069)        5.9
                                     ---------      ---------                   ---------       ---------
INCOME BEFORE PROVISION FOR INCOME
   TAXES AND DISCONTINUED OPERATIONS     2,691          3,157        (14.8)         8,319           9,340       (10.9)
Provision for income taxes                (819)        (1,040)       (21.3)        (2,632)         (3,110)      (15.4)
                                     ---------      ---------                   ---------       ---------
INCOME BEFORE DISCONTINUED OPERATIONS    1,872          2,117        (11.6)         5,687           6,230        (8.7)
DISCONTINUED OPERATIONS
  Income (loss) from operations of
    Iusacell                                --             (7)      (100.0)             1             (49)     (102.0)
  Provision for income taxes                --             (2)      (100.0)            (4)             (9)      (55.6)
                                     ---------      ---------                   ---------       ---------
    Loss on discontinued operations         --             (9)      (100.0)            (3)            (58)      (94.8)
                                     ---------      ---------                   ---------       ---------
NET INCOME BEFORE SPECIAL ITEMS      $   1,872      $   2,108        (11.2)     $   5,684       $   6,172        (7.9)
                                     =========      =========                   =========       =========

BASIC EARNINGS PER SHARE             $     .68      $     .77        (11.7)     $    2.06       $    2.26        (8.8)
Weighted average number of common
    shares (in millions)                 2,759          2,732                       2,753           2,726

DILUTED ADJUSTED EARNINGS PER SHARE  $     .67      $     .77        (13.0)     $    2.05       $    2.26        (9.3)
Weighted average number of common
    shares-assuming dilution 
    (in millions)                        2,791          2,749                       2,786           2,737


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               9 Mos. Ended   9 Mos. Ended
                                                  9/30/03         9/30/02                    9/30/03        9/30/02
                                             ------------    ------------               ------------    ------------

Revenues                                         $     --        $    136                   $     --        $    623
Expenses                                         $     --        $     81                   $     --        $    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     Severance,    3 Mos. Ended
                                                        9/30/03      Pension and      9/30/03
                                                       REPORTED        Benefit     BEFORE SPECIAL
Unaudited                                               (GAAP)         Changes         ITEMS
----------------------------------------------        ------------    -----------   --------------

OPERATING REVENUES                                     $  17,155      $      --      $  17,155

OPERATING EXPENSES
Cost of services and sales                                 5,740             --          5,740
Selling, general & administrative expense                  4,932           (131)         4,801
Depreciation and amortization expense                      3,419             --          3,419
Sales of businesses, net                                    (141)            --           (141)
                                                       ---------      ---------      ---------
TOTAL OPERATING EXPENSES                                  13,950           (131)        13,819
                                                       ---------      ---------      ---------

OPERATING INCOME                                           3,205            131          3,336
Equity in earnings of unconsolidated businesses              358             --            358
Income from other unconsolidated businesses                   80             --             80
Other income and (expense), net                               12             --             12
Interest expense                                            (685)            --           (685)
Minority interest                                           (410)            --           (410)
                                                       ---------      ---------      ---------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                             2,560            131          2,691
Provision for income taxes                                  (769)           (50)          (819)
                                                       ---------      ---------      ---------
INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE              1,791             81          1,872
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                                             $   1,791      $      81      $   1,872
                                                       =========      =========      =========
BASIC EARNINGS PER COMMON SHARE(1)                     $     .65      $     .03      $     .68

DILUTED EARNINGS PER COMMON SHARE(1)                   $     .64      $     .03      $     .67





                                                             (dollars in millions, except per share amounts)

                                                                SPECIAL AND NON-RECURRING ITEMS
                                                ------------------------------------------------------------------
                                3 Mos. Ended                                                             Severance,
                                     9/30/02        Sales of                   Impact of    Investment-     Pension
                                    REPORTED      Businesses,   Transition    Operations     Related     and Benefit
Unaudited                              (GAAP)           Net         Costs          Sold        Charges       Charges
------------------------------  ------------    ------------    ----------    ----------   -----------  ------------
OPERATING REVENUES                  $ 17,113        $     --      $     --      $   (136)     $     --      $     --

OPERATING EXPENSES
Cost of services and sales             5,135              --           (26)          (54)           --            --
Selling, general &
 administrative expense                5,204              --           (68)          (27)           --          (294)
Depreciation and
 amortization expense                  3,287              --            --            --            --            --
Sales of businesses, net              (2,527)          2,527            --            --            --            --
                                    --------        --------      --------      --------      --------      --------
TOTAL OPERATING EXPENSES              11,099           2,527           (94)          (81)           --          (294)
                                    --------        --------      --------      --------      --------      --------

OPERATING INCOME                       6,014          (2,527)           94           (55)           --           294
Operating income impact of
 operations sold                          --              --            --            55            --            --
Equity in earnings (loss) of
 unconsolidated businesses               187              --            --            --            --            --
Income (loss) from other
 unconsolidated businesses               299            (383)           --            --           101            --
Other income and (expense), net            5              --            --            --            --            --
Interest expense                        (776)             --            --            --            --            --
Minority interest                       (389)             --           (11)           --            --            --
                                    --------        --------      --------      --------      --------      --------
INCOME BEFORE PROVISION FOR
 INCOME TAXES, DISCONTINUED 
  OPERATIONS AND CUMULATIVE 
  EFFECT OF ACCOUNTING
 CHANGE                                5,340          (2,910)           83            --           101           294
Income tax benefit (provision)          (925)          1,131           (33)           --           (27)         (110)
                                    --------        --------      --------      --------      --------      --------
INCOME (LOSS) BEFORE DISCONTINUED
   OPERATIONS AND CUMULATIVE 
   EFFECT OF
   ACCOUNTING CHANGE                   4,415          (1,779)           50            --            74           184
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell        (8)             --            --            --            --             1
  Income tax provision                    (2)             --            --            --            --            --
                                    --------        --------      --------      --------      --------      --------
   Loss on discontinued operations       (10)             --            --            --            --             1
CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE, NET OF TAX                       --              --            --            --            --            --
                                    --------        --------      --------      --------      --------      --------
NET INCOME (LOSS)                   $  4,405        $ (1,779)     $     50      $     --      $     74      $    185
                                    ========        ========      ========      ========      ========      ========
BASIC EARNINGS (LOSS) PER COMMON
 SHARE(1)                           $   1.61        $   (.65)     $    .02      $     --      $    .03      $    .07

DILUTED EARNINGS (LOSS) PER COMMON
 SHARE(1)                           $   1.60        $   (.65)     $    .02      $     --      $    .03      $    .07




                                          SPECIAL AND NON-RECURRING ITEMS
                                          -------------------------------    3 Mos. Ended
                                                Other                          9/30/02
                                               Special         Tax          BEFORE SPECIAL
Unaudited                                       Items        Benefits          ITEMS
-------------------------------------          --------      --------       --------------

OPERATING REVENUES                             $     --      $     --         $ 16,977

OPERATING EXPENSES
Cost of services and sales                           --            --            5,055
Selling, general &
 administrative expense                            (224)           --            4,591
Depreciation and
 amortization expense                                --            --            3,287
Sales of businesses, net                             --            --               --
                                               --------      --------         --------
Total Operating Expenses                           (224)           --           12,933
                                               --------      --------         --------

OPERATING INCOME                                    224            --            4,044
Operating income impact of
 operations sold                                     --            --               55
Equity in earnings (loss) of
 unconsolidated businesses                           (9)           --              178
Income (loss) from other
 unconsolidated businesses                           --            --               17
Other income and (expense), net                      34            --               39
Interest expense                                     --            --             (776)
Minority interest                                    --            --             (400)
                                               --------      --------         --------
INCOME BEFORE PROVISION FOR
 INCOME TAXES, DISCONTINUED OPERATIONS
 AND CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE                                             249            --            3,157
Income tax benefit (provision)                      (93)         (983)          (1,040)
                                               --------      --------         --------
INCOME (LOSS) BEFORE DISCONTINUED
   OPERATIONS AND CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE                                156          (983)           2,117
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                   --            --               (7)
  Income tax provision                               --            --               (2)
                                               --------      --------         --------
   Loss on discontinued operations                   --            --               (9)
CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE, NET OF TAX                                  --            --               --
                                               --------      --------         --------
NET INCOME (LOSS)                              $    156      $   (983)        $  2,108
                                               ========      ========         ========
BASIC EARNINGS (LOSS) PER COMMON
 SHARE(1)                                      $    .06      $   (.36)        $    .77

DILUTED EARNINGS (LOSS) PER COMMON
 SHARE(1)                                      $    .06      $   (.36)        $    .77


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
                                               ---------------------------------------------------------
                               9 Mos. Ended                                   Lease           Cumulative   9 Mos. Ended
                                    9/30/03                   Severance,    Impairment and     Effect          9/30/03
                                   Reported     Iusacell    Pension and     Other Special  of Accounting  Before Special
Unaudited                             (GAAP)      Charge  Benefit Changes     Changes         Change          Items
----------------------------   ------------    ---------  ---------------  --------------  -------------  --------------
OPERATING REVENUES               $   50,474    $      --     $       --       $       --     $       --      $   50,474

OPERATING EXPENSES
Cost of services and sales           15,906           --             --               --             --          15,906
Selling, general & 
administrative expense               14,897           --           (828)            (197)            --          13,872
Depreciation and amortization 
expense                              10,170           --             --               --             --          10,170
Sales of businesses, net               (141)          --             --               --             --            (141)
                                 ----------   ----------  ---------------  --------------  -------------  --------------
TOTAL OPERATING EXPENSES             40,832           --           (828)            (197)            --          39,807
                                 ----------   ----------  ---------------  --------------  -------------  --------------

OPERATING INCOME                      9,642           --            828              197             --          10,667
Equity in earnings of
 unconsolidated businesses              673           --             --               --             --             673
Income from other unconsolidated
 businesses                             159           --             --               --             --             159
Other income and (expense), net          23           --             --               61             --              84
Interest expense                     (2,132)          --             --               --             --          (2,132)
Minority interest                    (1,132)          --             --               --             --          (1,132)
                                 ----------   ----------  ---------------  --------------  -------------  --------------

INCOME BEFORE PROVISION FOR 
INCOME TAXES,
   DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF 
   ACCOUNTING CHANGE                  7,233           --            828              258             --           8,319
Provision for income taxes           (2,266)          --           (312)             (54)            --          (2,632)
                                 ----------   ----------  ---------------  --------------  -------------  --------------

INCOME BEFORE DISCONTINUED OPERATIONS
   AND CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE                  4,967           --            516              204             --           5,687
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell     (957)         957              1               --             --               1
  Income tax benefit (provision)         22          (26)            --               --             --              (4)
                                 ----------   ----------  ---------------  --------------  -------------  --------------
          
   Loss on discontinued operations     (935)         931              1               --             --              (3)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
      NET OF TAX                        503           --             --               --           (503)             --
                                 ----------   ----------  ---------------  --------------  -------------  --------------

NET INCOME (LOSS)                $    4,535   $      931     $      517       $      204     $     (503)     $    5,684
                                 ==========   ==========  ===============  ==============  =============  ==============
BASIC EARNINGS PER COMMON 
SHARE(1)                         $     1.65   $      .34     $      .19       $      .07     $     (.18)     $     2.06

DILUTED EARNINGS PER COMMON 
SHARE(1)                         $     1.63   $      .33     $      .19       $      .07     $     (.18)     $     2.05


                                                                      (dollars in millions, except per share amounts)

                                                                         Special and Non-Recurring Items
                                                  ------------------------------------------------------------------
                                        9 Mos.
                                        Ended                                                             Severance,
                                      9/30/02      Sales of                    Impact of   Investment-     Pension
                                     REPORTED    Businesses,    Transition    Operations    Related     and Benefit
Unaudited                               (GAAP)          Net          Costs          Sold       Charges       Charges
-------------------------------     ---------    ----------     ----------    ----------  -----------   ------------
OPERATING REVENUES                   $ 50,150      $     --      $     --      $   (623)     $     --      $     --

OPERATING EXPENSES
Cost of services and sales             14,895            --           (77)         (142)           --            --
Selling, general &
 administrative expense                15,895            --          (215)          (99)         (458)         (986)
Depreciation and amortization
 expense                                9,895            --            --            --            --            --
Sales of businesses, net               (2,747)        2,747            --            --            --            --
                                     --------      --------      --------      --------      --------      --------
TOTAL OPERATING EXPENSES               37,938         2,747          (292)         (241)         (458)         (986)
                                     --------      --------      --------      --------      --------      --------

OPERATING INCOME                       12,212        (2,747)          292          (382)          458           986
Operating income impact of
 operations sold                           --            --            --           382            --            --
Equity in earnings (loss) of
 unconsolidated businesses             (1,675)           --            --            --         2,011            42
Income (loss) from other
 unconsolidated businesses             (2,742)         (383)           --            --         3,337            --
Other income and (expense), net           110            --            --            --            --            --
Interest expense                        (2,332)          --            --            --            --            --
Minority interest                       (1,022)          --           (33)           --            --           (14)
                                      --------      --------      --------      --------      --------      --------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF ACCOUNTING
   CHANGE                                4,551       (3,130)          259            --         5,806         1,014
Income tax benefit (provision)          (2,207)       1,235          (100)           --          (401)         (355)
                                      --------      --------      --------      --------      --------      --------
INCOME (LOSS) BEFORE DISCONTINUED
   OPERATIONS AND CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                  2,344        (1,895)          159            --         5,405           659
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell         (50)           --            --            --            --             1
  Income tax provision                      (9)           --            --            --            --            --
                                      --------      --------      --------      --------      --------      --------
   Loss on discontinued operations         (59)           --            --            --            --             1
CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE, NET OF TAX                       (496)           --            --            --            --            --
                                      --------      --------      --------      --------      --------      --------
NET INCOME (LOSS)                     $  1,789      $ (1,895)     $    159      $     --      $  5,405      $    660
                                      ========      ========      ========      ========      ========      ========

BASIC EARNINGS (LOSS) PER
 COMMON SHARE(1)                      $    .66      $   (.70)     $    .06      $     --      $   1.98      $    .24

DILUTED EARNINGS (LOSS) PER
 COMMON SHARE(1)                      $    .65      $   (.69)     $    .06      $     --      $   1.97      $    .24



                                                          Special and Non-Recurring Items
                                             --------------------------------------------------------
                                                                                                         9 Mos. Ended
                                                                                         Cumulative        9/30/02
                                                             Other                         Effect           Before
                                             NorthPoint     Special         Tax         of Accounting      Special
Unaudited                                    Settlement      Items        Benefits         Change           Items
- -----------------------------------------    ----------     --------      --------      -------------    ------------

OPERATING REVENUES                            $     --      $     --      $     --      $     --         $ 49,527

OPERATING EXPENSES
Cost of services and sales                          --            --            --            --           14,676
Selling, general &
 administrative expense                           (175)         (618)           --            --           13,344
Depreciation and amortization
 expense                                            --            --            --            --            9,895
Sales of businesses, net                            --            --            --            --               --
                                              --------      --------      --------      --------         --------
TOTAL OPERATING EXPENSES                          (175)         (618)           --            --           37,915
                                              --------      --------      --------      --------         --------

OPERATING INCOME                                   175           618            --            --           11,612
Operating income impact of
 operations sold                                    --            --            --            --              382
Equity in earnings (loss) of
 unconsolidated businesses                          --            (9)           --            --              369
Income (loss) from other
 unconsolidated businesses                          --            --            --            --              212
Other income and (expense), net                     --            56            --            --              166
Interest expense                                    --            --            --            --           (2,332)
Minority interest                                   --            --            --            --           (1,069)
                                              --------      --------      --------      --------         --------
INCOME BEFORE PROVISION FOR INCOME TAXES,
   DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF ACCOUNTING
   CHANGE                                          175           665            --            --            9,340
Income tax benefit (provision)                     (61)         (238)         (983)           --           (3,110)
                                              --------      --------      --------      --------         --------
INCOME (LOSS) BEFORE DISCONTINUED
   OPERATIONS AND CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                            114           427          (983)           --            6,230
DISCONTINUED OPERATIONS
  Loss from operations of Iusacell                  --            --            --            --              (49)
  Income tax provision                              --            --            --            --               (9)
                                              --------      --------      --------      --------         --------
   Loss on discontinued operations                  --            --            --            --              (58)
CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE, NET OF TAX                                 --            --            --           496               --
                                              --------      --------      --------      --------         --------
NET INCOME (LOSS)                             $    114      $    427      $   (983)     $    496         $  6,172
                                              ========      ========      ========      ========         ========

BASIC EARNINGS (LOSS) PER
 COMMON SHARE(1)                              $    .04      $    .16      $   (.36)     $    .18         $   2.26

DILUTED EARNINGS (LOSS) PER
 COMMON SHARE(1)                              $    .04      $    .16      $   (.36)     $    .18         $   2.26



Footnote:

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

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






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

                                                                      (dollars in millions, except per share amounts)

Unaudited                                            3 Mos. Ended     3 Mos. Ended     9 Mos. Ended      9 Mos. Ended
                                                          9/30/03          9/30/02          9/30/03          9/30/02
---------------------------------------------       -------------    -------------    -------------     -------------
Debt to debt and shareowners' equity 
ratio-end of period                                          56.4%            64.0%            56.4%            64.0%

Book value per common share                         $       12.72    $       11.64    $       12.72    $       11.64

Cash dividends declared per common share            $        .385    $        .385    $       1.155    $       1.155

Common shares outstanding (in millions)
 End of period                                              2,762            2,736            2,762            2,736

Capital expenditures
 (including capitalized network and 
 non-network software)
 Domestic Telecom                                   $       1,746    $       1,715    $       4,765    $       5,334
 Domestic Wireless                                            983              938            3,079            3,026
 Information Services                                          13               33               55              135
 International                                                 99              118              222              269
 Other                                                          7               10               21               30
                                                    -------------    -------------    -------------    -------------
Total                                               $       2,848    $       2,814    $       8,142    $       8,794
                                                    =============    =============    =============    =============

Total employees(1)                                        221,207          234,537          221,207          234,537


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




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


                                                                           (dollars in millions)

Unaudited                                          9/30/03          12/31/02        $ Change
-------------------------------------            -------------    -------------    -------------

ASSETS
 Current assets
  Cash and cash equivalents                     $         746    $       1,422    $        (676)
  Short-term investments                                  366            2,042           (1,676)
  Accounts receivable, net                             10,049           12,496           (2,447)
  Inventories                                           1,280            1,497             (217)
  Assets of discontinued operations                        --            1,305           (1,305)
  Prepaid expenses and other                            4,124            3,331              793
                                                -------------    -------------    -------------
 Total current assets                                  16,565           22,093           (5,528)
                                                -------------    -------------    -------------
 Plant, property and equipment                        179,721          176,838            2,883
  Less accumulated depreciation                       104,623          103,080            1,543
                                                -------------    -------------    -------------
                                                       75,098           73,758            1,340
                                                -------------    -------------    -------------
 Investments in unconsolidated businesses               5,567            4,986              581
 Wireless licenses                                     40,884           40,038              846
 Goodwill                                               1,368            1,339               29
 Other intangible assets, net                           4,690            4,962             (272)
 Other assets                                          20,834           20,292              542
                                                -------------    -------------    -------------
TOTAL ASSETS                                    $     165,006    $     167,468    $      (2,462)
                                                =============    =============    =============


LIABILITIES AND SHAREOWNERS' INVESTMENT
 Current liabilities
  Debt maturing within one year                 $       7,499    $       9,267    $      (1,768)
  Accounts payable and accrued liabilities             12,664           12,642               22
  Liabilities of discontinued operations                   --            1,007           (1,007)
  Other                                                 5,705            5,013              692
                                                -------------    -------------    -------------
 Total current liabilities                             25,868           27,929           (2,061)
                                                -------------    -------------    -------------
 Long-term debt                                        37,961           44,003           (6,042)
 Employee benefit obligations                          15,599           15,389              210
 Deferred income taxes                                 22,374           19,467            2,907
 Other liabilities                                      4,100            4,007               93

 Minority interest                                     23,968           24,057              (89)

 Shareowners' investment
  Common stock                                            277              275                2
  Contributed capital                                  25,159           24,685              474
  Reinvested earnings                                  11,931           10,536            1,395
  Accumulated other comprehensive loss                 (1,801)          (2,110)             309
                                                -------------    -------------    -------------
                                                       35,566           33,386            2,180

   Less common stock in treasury, at cost                 115              218             (103)
   Less deferred compensation -
    employee stock ownership plans and other              315              552             (237)
                                                -------------    -------------    -------------
 Total shareowners' investment                         35,136           32,616            2,520
                                                -------------    -------------    -------------
TOTAL LIABILITIES AND SHAREOWNERS' INVESTMENT   $     165,006    $     167,468    $      (2,462)
                                                =============    =============    =============




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


                                                                                                (dollars in millions)


Unaudited                                                                         9 Mos. Ended    9 Mos. Ended
                                                                                     9/30/03         9/30/02   $ Change
-------------------------------------------------------------                    ------------    ------------ ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Income before discontinued operations and
 cumulative effect of accounting change                                                $ 4,967      $    2,344  $ 2,623
Adjustments to reconcile income before discontinued
 operations and cumulative effect of accounting change to
 net cash provided by operating activities:
  Depreciation and amortization expense                                                 10,170           9,895      275
  Sales of businesses, net                                                                (141)         (2,747)   2,606
  Employee retirement benefits                                                             230            (963)   1,193
  Deferred income taxes                                                                  1,418             851      567
  Provision for uncollectible accounts                                                   1,292           2,188     (896)
  (Income) loss from unconsolidated businesses                                            (832)          4,417   (5,249)
  Changes in current assets and liabilities, net of
    effects from acquisition/disposition of businesses                                    (406)            209     (615)
  Other, net                                                                              (417)            (96)    (321)
                                                                                  ------------    ------------ ---------
Net cash provided by operating activities                                               16,281          16,098      183
                                                                                  ------------    ------------ ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (including capitalized network                                     (8,142)         (8,794)     652
 and non-network software)
Acquisitions, net of cash acquired, and investments                                     (1,097)         (1,012)     (85)
Proceeds from disposition of businesses                                                    229           4,638   (4,409)
Proceeds from spectrum payment refund                                                       --           1,479   (1,479)
Net change in short-term and other current investments                                   1,683           1,633       50
Other, net                                                                                 409           1,113     (704)
                                                                                  ------------    ------------ ---------
Net cash used in investing activities                                                   (6,918)           (943)  (5,975)
                                                                                  ------------    ------------ ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings                                                       2,831           7,471   (4,640)
Repayments of long-term borrowings and capital lease obligations                        (8,870)         (5,867)  (3,003)
Decrease in short-term obligations, excluding current maturities                        (1,274)         (9,633)   8,359
Dividends paid                                                                          (3,175)         (3,147)     (28)
Proceeds from sale of common stock                                                         617             653      (36)
Other, net                                                                                (168)             79     (247)
                                                                                  ------------    ------------ ---------
Net cash used in financing activities                                                  (10,039)        (10,444)     405
                                                                                  ------------    ------------ ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                          (676)          4,711   (5,387)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           1,422             932      490
                                                                                  ------------    ------------ ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $        746    $      5,643  $(4,897)
                                                                                  ============    ============ =========

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


                                                                                                 (dollars in millions)


                                    3 Mos. Ended    3 Mos. Ended               9 Mos. Ended   9 Mos. Ended
Unaudited                             9/30/03         9/30/02     % Change       9/30/03         9/30/02      % Change
---------------------------------   ------------    ------------   --------    ------------   ------------   ---------
OPERATING REVENUES
  Local services                  $      4,826    $      5,138      (6.1)    $     14,629    $     15,365      (4.8)
  Network access services                3,093           3,318      (6.8)           9,646          10,044      (4.0)
  Long distance services                 1,000             853      17.2            2,782           2,393      16.3
  Other services                           932             959      (2.8)           2,640           2,971     (11.1)
                                   ------------    ------------               ------------    ------------   
TOTAL OPERATING REVENUES                 9,851          10,268      (4.1)          29,697          30,773      (3.5)
                                   ------------    ------------               ------------    ------------

OPERATING EXPENSES
  Cost of services and sales             3,879           3,499      10.9           10,815          10,191       6.1
  Selling, general & 
  administrative expense                 2,069           2,323     (10.9)           6,322           6,699      (5.6)
  Depreciation and amortization 
  expense                                2,296           2,319      (1.0)           6,927           7,090      (2.3)
                                  ------------    ------------               ------------    ------------
TOTAL OPERATING EXPENSES                 8,244           8,141       1.3           24,064          23,980        .4
                                  ------------    ------------               ------------    ------------

OPERATING INCOME                  $      1,607    $      2,127     (24.4)    $      5,633    $      6,793     (17.1)
OPERATING INCOME MARGIN                  16.3%           20.7%                      19.0%           22.1%

SEGMENT INCOME                    $        703    $      1,031     (31.8)    $      2,625    $      3,312     (20.7)


FOOTNOTES:

The segment financial results above are adjusted to exclude the effects of
special and non-recurring items. The company's chief decision makers exclude
these items in assessing business unit performance, primarily due to their
non-operational nature. Also, see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

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               9 Mos. Ended    9 Mos. Ended
Unaudited                             9/30/03         9/30/02      % Change      9/30/03         9/30/02       % Change
------------------------------     -------------   -------------   --------   -------------   -------------   --------- 
Switched access lines in 
service (000)
  Residence                            36,468          37,777      (3.5)          36,468          37,777      (3.5)
  Business                             19,214          20,144      (4.6)          19,214          20,144      (4.6)
  Public                                  473             535     (11.6)             473             535     (11.6)
                                 -------------   -------------              -------------   -------------
Total                                  56,155          58,456      (3.9)          56,155          58,456      (3.9)
  Special DS0 equivalents              83,233          76,419       8.9           83,233          76,419       8.9
                                 -------------   -------------              -------------   -------------
Total voice grade equivalents 
(000)                                 139,388         134,875       3.3          139,388         134,875       3.3
                                 -------------   -------------              -------------   -------------

Resale & UNE-P lines (000)              5,378           3,891      38.2            5,378           3,891      38.2
Minutes of use from Carriers 
and CLECs
  (in millions)                        59,165          63,767      (7.2)         180,008         194,695      (7.5)
Long distance lines (000)              15,900          11,747      35.4           15,900          11,747      35.4

High capacity and digital data 
revenues
  ($ in millions)
Data transport                  $       1,596   $       1,644      (2.9)   $       4,914   $       4,951       (.7)
Data solutions                            179             159      12.6              478             492      (2.8)
                                -------------   -------------              -------------   -------------
Total revenues                  $       1,775   $       1,803      (1.6)   $       5,392   $       5,443       (.9)
                                -------------   -------------              -------------   -------------



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              9 Mos. Ended   9 Mos. Ended
Unaudited                                   9/30/03        9/30/02   % Change        9/30/03        9/30/02   % Change
--------------------------------------   ------------   ------------  ---------   ------------   ------------ --------
REVENUES
     Service revenues                    $   5,299      $   4,613       14.9      $  14,970      $  13,034        14.9
     Equipment and other                       643            416       54.6          1,535          1,216        26.2
                                           ---------      ---------                 ---------      ---------
TOTAL REVENUES                               5,942          5,029       18.2         16,505         14,250        15.8
                                           ---------      ---------                 ---------      ---------
OPERATING EXPENSES
     Cost of services and sales              1,715          1,392       23.2          4,721          3,966        19.0
     Selling, general & 
     administrative expense                  2,103          1,839       14.4          5,942          5,239        13.4
     Depreciation and amortization 
     expense                                 1,000            828       20.8          2,863          2,394        19.6
                                          ---------      ---------                 ---------      ---------
TOTAL OPERATING EXPENSES                     4,818          4,059       18.7         13,526         11,599        16.6
                                          ---------      ---------                 ---------      ---------
OPERATING INCOME                         $   1,124      $     970       15.9      $   2,979      $   2,651        12.4
OPERATING INCOME MARGIN                       18.9%          19.3%                     18.0%          18.6%

SEGMENT INCOME                           $     301      $     268       12.3      $     776      $     705        10.1

SELECTED OPERATING STATISTICS
Subscribers (000)                           36,026         31,521       14.3         36,026         31,521        14.3
Penetration                                   15.4%          13.9%                     15.4%          13.9%
Subscriber net adds in period(1) (000)       1,407          1,214       15.9          3,535          2,123        66.5
Total churn rate, including prepaid            1.9%           2.3%                      1.9%           2.4%


FOOTNOTES:

The segment financial results above are adjusted to exclude the effects of
special and non-recurring items. The company's chief decision makers exclude
these items in assessing business unit performance, primarily due to their
non-operational nature. Also see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

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

(1)      Includes acquisition of 68,000 subscribers and 411,000 subscribers in
         the first and third 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              9 Mos. Ended   9 Mos. Ended
Unaudited                                    9/30/03        9/30/02  % Change         9/30/03        9/30/02   % Change
-------------------------------          ------------   ------------ ------------   ---------   ------------   ---------
OPERATING REVENUES                          $  1,031       $  1,174      (12.2)      $  3,101       $  2,913        6.5

OPERATING EXPENSES
     Cost of services and sales                  181            170        6.5            495            459        7.8
     Selling, general & administrative 
     expense                                     371            411       (9.7)         1,076          1,033        4.2
     Depreciation and amortization expense        22             21        4.8             66             52       26.9
     Sales of businesses, net                   (141)            --          *           (141)            --          *
                                             --------       --------                  --------       --------
TOTAL OPERATING EXPENSES                         433            602      (28.1)         1,496          1,544       (3.1)
                                             --------       --------                  --------       --------
OPERATING INCOME                            $    598       $    572        4.5       $  1,605       $  1,369       17.2
OPERATING INCOME MARGIN                         58.0%          48.7%                     51.8%          47.0%

SEGMENT INCOME                              $    360       $    347        3.7       $    959       $    820       17.0


FOOTNOTES:

The segment financial results above are adjusted to exclude the effects of
special and non-recurring items. The company's chief decision makers exclude
these items in assessing business unit performance, primarily due to their
non-operational nature. Also, see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

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

* Not meaningful

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

                                                                                                   (dollars in millions)

                                          3 Mos. Ended   3 Mos. Ended              9 Mos. Ended   9 Mos. Ended
Unaudited                                     9/30/03        9/30/02  % Change         9/30/03        9/30/02   % Change
-----------------------------------       ------------   ------------ ---------      ---------   ------------   --------
OPERATING REVENUES                         $      446     $      538    (17.1)      $    1,472     $    1,670     (11.9)

OPERATING EXPENSES
     Cost of services and sales                   144            124     16.1             422            423        (.2)
     Selling, general & administrative 
     expense                                      222            116     91.4             573            472       21.4
     Depreciation and amortization expense         80             97    (17.5)            252            288      (12.5)
                                            ----------     ----------               ----------     ----------
TOTAL OPERATING EXPENSES                          446            337     32.3           1,247          1,183        5.4
                                            ----------     ----------               ----------     ----------
OPERATING INCOME                           $       --     $      201   (100.0)     $      225     $      487     (53.8)
OPERATING INCOME MARGIN                           0.0%          37.4%                    15.3%          29.2%

EQUITY IN EARNINGS OF
     UNCONSOLIDATED BUSINESSES             $      397     $      210     89.0      $      789     $      465      69.7
INCOME FROM OTHER
     UNCONSOLIDATED BUSINESSES                     80             16        *             169            212     (20.3)

SEGMENT INCOME                             $      471     $      325     44.9      $    1,051     $      858      22.5



FOOTNOTES:

The segment financial results above are adjusted to exclude the effects of
special and non-recurring items. The company's chief decision makers exclude
these items in assessing business unit performance, primarily due to their
non-operational nature. Also, see footnotes to the consolidated statements of
income before special items for additional discussion of these items.

Intersegment transactions have not been eliminated.

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

* Not meaningful


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

                                                                                                 (dollars in millions)

                                                                                      9 Mos. Ended       9 Mos. Ended
Unaudited                                                                                  9/30/03            9/30/02
---------------------------------------------------------------------------------      ------------       ------------


FREE CASH FLOW
 Cash from operating activities                                                         $   16,281       $   16,098
 Less: Capital expenditures (including network and non-network software)                    (8,142)          (8,794)
       Dividends paid                                                                       (3,175)          (3,147)
                                                                                        ----------       ----------
 Free Cash Flow                                                                         $    4,964       $    4,157
                                                                                        ==========       ==========

                                                                                      9 Mos. Ended       9 Mos. Ended
Unaudited                                                                                  9/30/03            9/30/02
---------------------------------------------------------------------------------      ------------       ------------

CASH FLOW SUMMARY
 Cash from operating activities                                                         $   16,281       $   16,098
 Cash used in investing activities                                                          (6,918)            (943)
 Cash used in financing activities                                                         (10,039)         (10,444)
                                                                                        ----------       ----------
 Increase (decrease) in cash and cash equivalents                                             (676)           4,711
 Cash and cash equivalents, beginning of period                                              1,422              932
                                                                                        ----------       ----------
 Cash and cash equivalents, end of period                                               $      746       $    5,643
                                                                                        ==========       ==========


Unaudited                                                                                  9/30/03           12/31/02
---------------------------------------------------------------------------------      ------------       ------------

NET DEBT
 Short-term debt                                                                        $    7,499       $    9,267
 Long-term debt                                                                             37,961           44,003
 Less: Cash and cash equivalents                                                              (746)          (1,422)
                                                                                        ----------       ----------
                                                                                        $   44,714       $   51,848
                                                                                        ==========       ==========

                                                                                      3 Mos. Ended       3 Mos. Ended
Unaudited                                                                                  9/30/03            9/30/02
---------------------------------------------------------------------------------      ------------       ------------

DOMESTIC TELECOM CASH EXPENSE EXCLUDING PENSION/OPEB
 Cost of services and sales                                                             $    3,879       $    3,499
 Selling, general & administrative expense                                                   2,069            2,323
 Net pension/OPEB credit                                                                       118              475
                                                                                        ----------       ----------
                                                                                        $    6,066       $    6,297
                                                                                        ==========       ==========

                                                                                      3 Mos. Ended       3 Mos. Ended
Unaudited                                                                                  9/30/03            9/30/02
---------------------------------------------------------------------------------      ------------       ------------

VERIZON INFORMATION SERVICES REVENUES - CONFORMING BASIS
 Operating revenues                                                                     $    1,031       $    1,174
 Directory accounting change                                                                    --              (90)
                                                                                        ----------       ----------
 Conforming basis revenues                                                              $    1,031       $    1,084
                                                                                        ==========       ==========




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

END

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