SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0302

 June 28, 2011
 VIA E-mail

Mr. Ivan G. Seidenberg
Chairman and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
Re: Verizon Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606

Dear Mr. Seidenberg:
 We have reviewed your Form 10-K for the fiscal year ended December 31, 2010
and have the following comments.  In our comments, we ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Definitive Proxy Statement Incorporated by Reference Into Part III

 Compensation Discussion and Analysis, page 30

2008 PSU Awards Earned in 2010, page 44

1. We note that Mr. Seidenberg receive d a $13.8 million discretionary award in
addition to payment of 100% of the nu mber of PSU’s awarded for the 2008-2010
performance cycle.  We also note that he  received a similar discretionary award in
2007 and 2009.  However, these discretionary payments were not disclosed in your summary compensation table.  Although performance measures were
considered as part of the Board’s review  in 2010, we particularly note that neither
of the two objective measures (revenue and earnings growth) were met. Please
advise why these discretionary payments  should not be considered bonuses and
disclosed in the summary compensation tabl e.  In your respon se, please consider
Compliance and Disclosure Interpretati on 119.02, available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm.

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 2

Potential Payments Upon Change in Control, page 55

2. You state that “[i]f a named executive offi cer’s employment terminates as a result
of an involuntary termination without cau se, or his or her death, disability or
retirement, all then-unvested RSUs will ve st and all then-unvested PSUs will vest
at target level performance.”  The char t on the bottom of page 55 suggests that
this statement was made outside the context of a change of contro l.  Our review of
the “Verizon Communications Inc. Long-Te rm Incentive Plan Performance Stock
Unit Agreement 2010-12 Award Cycle” (Exhi bit 10a to the March 31, 2010 Form
10-Q) indicates, however, that, while th e PSUs awarded in 2010 would vest upon
the above described triggering events, the eventual payout would depend on
actual company performance during th e 2010-2012 term, not “target level
performance.”  Please advise.
 Annual Report to Shareowners for the fiscal year ended December 31, 2010 Incorporated
by Reference Into Part IV
 Notes to Consolidated Financial Statements, page 46

 Note 11: Stock-Based Compensation, page 60

Long-Term Incentive Plan - Perfor mance Stock Units (PSUs), page 60

3. Please refer to the Company’s “Long-Term Incentive Plan Performance Stock
Unit Agreement” and the related “For m of Addendum” (collectively, “the
agreements”) for the 2008-2010 award cycle, which you included as exhibits to
your Form 10-Q for the quarter ended March 31, 2008.  An award granted in
accordance with the terms of these agr eements appears to consist of two
components, as follows:

a. First Component – the Human Resources Committee of the Board of
Directors (the “Committee”) grants a fixed number of PSUs on the
grant date of the award, with th e amount payable based on the total
shareholder return (“TSR”) of Ve rizon’s common stock during the
specified three-year award cycle rela tive to the total shareholder return
of the Related Dow Peers during the same three-year period.
b. Second Component – the Committee has the sole discretion to
determine whether the participant is entitled to an additional payout and
the size of any such payout based on the achievement during the award
cycle of certain “strategic initiatives ,” as described in paragraph 3 of
the “Form of Addendum,” and whose payout is subject to a ceiling
amount, as described in paragraph 4 of the “Form of Addendum.”

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 3

Please describe in reasonable detail y our accounting treatment for each of these
two components, and identify the accounti ng standard(s) you are applying.  Your
response should include (but not be  limited to) the following matters:

a. For each component, describe how you considered ASC 718-10-15-
3(a) in determining whether it is within the scope of ASC 718.

b. If the Second Component is within the scope of ASC 718, describe
how you applied 718-10-25-5 in de termining its grant date.

c. If your accounting treatment differs for each of these two
components, explain why.  If your accounting treatment is the same
for each of these two com ponents, explain why.

d. Describe any alternative accounti ng treatment you considered for
each component and the rationale for not applying it.

e. Explain your methodology for determining the fair value of the
award liability attributable to e ach component at the end of each
reporting period.

f. If the Second Component was accounted for under ASC 718, explain
how you determined whether or not th e “strategic initiatives” related
to that Component constituted “performance conditions” under ASC
718-10-20.

g. In connection with (f) above, e xplain if/how you applied ASC 718-
10-25-20 for the Second Component.

h. For any given three-year award cycl e, provide details if you executed
the Long-Term Incentive Plan Performance Stock Unit Agreement
and the related Addendum on different dates.

4. Referring to the Company’s “Long-Term Incentive Plan Performance Stock Unit
Agreement” for the 2008-2010 award cycle,  please explain the purpose of the
following provisions and their impact on your accounting treatment for the PSUs:

a. Paragraph 5(b)(2)(ii) states, in part, “The Committee retains the
discretion to determine the Veri zon Vested Percentage and the
Verizon Relative TSR Position for any period…”

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 4

b. Paragraph 5(b)(2)(iii) states, in part, “The Committee retains the
discretion to determine and to change the Measurement Periods
which shall be used to calculat e TSRs for the Award Cycle, both
before and during the Award Cycle.”

5. Please explain the meaning and purpose of the last sentence in Paragraph 3 of the
Company’s “Form of Addendum” for the 2008-2010 award cycle and the impact on
your accounting treatment for the PSUs.

6. Please explain how awards relative to th e Second Component are reflected on the
Summary Compensation Table appeari ng on page 44 of the Schedule 14A –
Definitive Proxy Statement and the rationale for that presentation.  In connection
with this, specifically  describe how you considered your response to comments 3(b)
and 4 above in preparing the Summary Compensation Table.

 Note 17 Commitments and Contingencies, page 74

7. You disclose that you are exposed to  potential losses for certain legal
proceedings, several state and federal re gulatory proceedings and remediation
costs at a former Sylvania facility in New York.  For each of these loss contingencies, please disclose the amount or range of reasonably possible loss, as
that term is defined in ASC 450.  Please disclose this information in your next
Form 10-Q and provide us with  your proposed disclosure.

8. If you conclude that you cannot estimate a range of reasonably possible losses for
any of the matters, please disc lose this fact in your next Form 10-Q in accordance
with ASC 450. In addition in your respons e please provide an explanation of the
procedures you undertake on a quarterly basi s to attempt to develop a range of
reasonably possible loss for disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequ acy of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 5
 filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Sharon Virga, Sta ff Accountant, at 202-551-3385 or Terry
French, Accountant Branch Chief, at 202- 551-3828 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel
                                                                      Larry Spirgel
        A s s i s t a n t  D i r e c t o r