SecProbe.io

August  27, 201 2

Via e -mail:
Mr. Robert J. Barish
Senior Vice President and Controller
Verizon Communications  Inc.
140 West Street
New York, NY 10007

Re: Verizon Communications  Inc.
Form 10-K for the Fiscal Year Ended  December  31, 2011
Filed February  24, 201 2
  File No. 1-08606

Dear Mr. Barish:

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten 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 apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fi scal Year Ended December 31, 2011

Risk Factors, page 15

Breached of network or information technology security, natural disasters or…, page 17
1. We note you disclose that cyber attacks or other breaches of network or information
technology security may cau se equipment failures or disrupt your operations. You also
disclose that the risk of cyber attacks and security breaches occurring has intensified. If
you have experienced any of these events related to cyber attacks or breaches in the past,
in future fili ngs, beginning in your next Form 10 -Q, please state that fact in order to
provide the proper context for your risk factor disclosure. Please refer to the Division of
Corporation Finance’s  Disclosure Guidance Topic No. 2 at

Mr. Robert J. Barish
Verizon Communications Inc.
August 27, 2012
Page 2

 http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm  for additional
information.

Exhibit 13

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-opera tional Charges

Consolidated Operating Income and EBITDA
2. We note that the non -GAAP measure labeled Consolidated Adjusted EBITDA eliminates
charges attributed to severance, pension and benefits which you describe as non -
operating charges included in operat ing expenses.  You state that this non -GAAP
measure is useful to investors in evaluating your operating profitability: (1) on a more
variable cost basis as it excludes depreciation and amortization and (2) in relation to your
competitors.  This disclosure does not appear to sufficiently explain how the non -GAAP
adjustment to eliminate actuarial gains / losses is useful to investors: (1) as these
gains/losses are unrelated to depreciation and amortization and (2) their relationship to
your competitors is unc lear.   Accordingly, please clarify your disclosures to explain how
the measure that eliminates actuarial gains/losses associated with the pension and benefit
charges is useful to investors.

We note that the “Other Items” section provides additional de tails regarding the non -
GAAP adjustments.  For clarity, please either cross -reference the Other Items section in
your discussion of the non -GAAP measure (along with a clear statement in the Other
Items section that the non -GAAP measure presented earlier ex cludes the items discussed
in Other Items) or include the Other Items discussion as part of your non -GAAP measure
disclosures.

In addition, please disclose what these adjustments represent in the context of your
pension and other benefits accounting policy of immediate recognition of actuarial gains
and losses as well as provide quantitative context for the actual and expected asset
returns.  In this regard, clarify disclosure for each period presented by stating (2011
amounts are shown for example be low):

 That the non -GAAP measure excludes all actuarial gains / losses  (a $6 billion loss in
2011) associated with your pension and benefit plans, which you immediately
recognize in the income statement, pursuant to your accounting policy for the
recognit ion of actuarial gains / losses.

 As a result, the non -GAAP measure reflects an expected return on plan assets of $X
(based on an average expected return on plan assets of 8%), rather than the actual

Mr. Robert J. Barish
Verizon Communications Inc.
August 27, 2012
Page 3

 return on plan assets of $X (actual return of 5%), as i ncluded in the GAAP measure
of income.

Please make conforming changes in your next earning s release.

Please file all correspondence over EDGAR.  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 Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are respon sible for the accuracy and adequacy 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 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 comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sharon Virga , Senior Staff 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 me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director