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Verizon Communications, Inc. -- SEC Correspondence

Robert J. Barish

One Verizon Way, 4th Floor

Senior Vice President and Controller

Basking Ridge, NJ 07920

Tel:    (908) 559-1629

Fax:   (908) 766-5725

robert.barish@verizon.com

 May 20, 2009

 Larry Spirgel

 Assistant Director

 Division of
Corporation Finance

 U. S. Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

Re:
Verizon Communications Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 24, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated April 13, 2009, and the following represents our response to your comments. For your ease of reference, we have included
your comments below and have provided our responses after each comment.

 In several cases we have responded to your comments in whole or in part by
including disclosure in Verizon Communications Inc.’s (“Verizon” or “the Company”) Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “2009 10-Q”). In each case in which we have provided
such disclosure, we will continue to do so in applicable future filings.

 Form 10-K for the Fiscal Year Ended December 31, 2008

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

 General

 1. Your ability to raise capital may be
impacted by the Alltel merger, current credit ratings after credit downgrades, and debt covenants. With a realistic evaluation of your current financial situation, please discuss how the following items may impact current and future results:

•

 changes in credit lines and credit availability;

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•

 parties with which you have credit lines;

•

 whether existing credit lines have matured or been called;

•

 whether backup credit lines remain available; and,

•

 goodwill and license impairments.

 Please provide us with your proposed disclosures.

 In response to the Staff comment, the Company included the following disclosure
in the 2009 10-Q in Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) under the heading “Consolidated Financial Condition”:

 The recent disruption in the global financial markets has affected some of the financial institutions with which we do business. A continued sustained
decline in the stability of financial institutions could affect our access to financing. In addition, if the national or global economy or credit market conditions in general were to deteriorate further, it is possible that such changes could
adversely affect our cash flows through increased interest costs or our ability to obtain external financing or to refinance our existing indebtedness.

 The Company also included the following disclosure in the 2009 10-Q in the MD&A under the heading “Consolidated Financial Condition – Cash Flows Used in Financing Activities”:

 As of March 31, 2009, we had a $6 billion, 3-year credit facility with a syndicate of lenders that was scheduled to mature in September 2009. On
that date, the unused borrowing capacity under the facility was approximately $5.6 billion. On April 15, 2009, we terminated all commitments under the 3-year credit facility and entered into a new $5.3 billion, 364-day credit facility with a
group of major financial institutions.

 On its effective date, approximately $0.2 billion of stand-by letters of credit were issued under
the new credit facility. The credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. The credit facility
contains provisions that permit us to convert any borrowings that are outstanding at maturity to a term loan with a maturity date of one year from the original maturity date of the credit facility. We intend to use the credit facility to support the
issuance of commercial paper, for the issuance of letters of credit and for general corporate purposes.

 In December 2008, the Company
entered into a $0.2 billion vendor-provided credit facility. In January 2009, the Company borrowed the entire $0.2 billion available under this facility.

 The Company advises the Staff that there are 19 lenders in the syndicate for our April 15, 2009 credit facility. Each of these lenders have been accorded high ratings by nationally recognized primary rating agencies. These lenders are
permitted to sell or assign their loan commitments to new lenders and, as a result, the lender group may change during the term of the facility. As a result, the Company believes that disclosure of the identities of the lenders could be confusing
and is not material to an understanding of the availability of credit under the credit facility.

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 The Company also advises the Staff that it addressed financing risks in Item 1A of its Annual Report on Form
10-K for the year ended December 31, 2008 (the “2008 10-K”) in the risk factor entitled “Adverse changes in the credit markets could increase our borrowing costs and the availability of financing.” For the Company’s
response related to goodwill and license impairments please refer to the Company’s response to Comment 14.

 2. Provide a robust discussion of your prospects for 2009 in a section on trends after considering the impact of the economic situation in the 4th quarter of 2008 and the 1st quarter of 2009. Please remember that there are two assessments that you must make
where a trend, demand, commitment, event or uncertainty is known:

•

 Is the known trend, demand, commitment event or uncertainty likely to come to fruition? If you determines that it is not reasonably likely to occur, no
disclosure is required; and,

•

 If you cannot make that determination, you must evaluate objectively the consequences of the known trend, demand, commitment, event or uncertainty, on the
assumption that it will come to fruition. Disclosure is then required unless you determine that a material effect on the registrant’s financial condition or results of operations is not reasonably likely to occur. Please note that
“reasonably likely” is a lower threshold than “more likely than not” but a higher threshold than “remote.” The concept of “reasonably likely” is used in the context of disclosure for MD&A purposes and is
not intended to mirror the tests in SFAS 5 established to determine when accrual is necessary, or when disclosure in the footnotes to the financial statements is required.

 Please address the above and include the following in your discussion as well:

•

 The impact of changes in customer services and plans;

•

 Further reductions in traditional wireline business;

•

 The cost of implementing FiOS as well as other critical strategic moves;

•

 Any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or
income from continuing operations;

•

 If events that are likely to cause a material change in the relationship between costs and revenues, the change in the relationship should be disclosed; and

•

 To the extent there is a material increase in net sales, discuss the price versus volume mix (whether the overall increase is attributable to increases in
prices or increases in the volume of goods and services being sold).

 Please provide us with your proposed disclosures.

 In response to the Staff comment, the Company will include a section on trends in the MD&A in its Annual Report on Form 10-K for the year
ending December 31, 2009 (the “2009 10-K”) and in applicable future filings. Set forth below is the section on trends drafted based on information available to the Company as of December 31, 2008:

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 Trends

 We expect that competition within the telecommunications industry will continue to intensify with traditional, non-traditional and emerging service providers seeking increased market share. In recent years, we have
experienced continuing access line losses as customers have disconnected both primary and secondary lines and switched to alternative technologies, such as wireless, VoIP and cable for voice and data services. If the current economic recession
continues or deepens, we may experience further declines in our Wireline business. We may also experience a decline in demand for some of our other products and services as consumers reduce discretionary spending and seek lower-cost alternatives.

 Despite this challenging environment, we expect that aspects of our business will continue to grow by providing superior network
reliability as we continue to offer innovative product bundles that include high-speed Internet access, digital television and local and long distance voice services, and offering more robust IP products and services. We will continue to focus on
cost efficiencies to offset any adverse impacts from unfavorable economic conditions.

 We believe that our networks differentiate us from
our competitors, enabling us to provide enhanced communications experiences to our customers. We believe our focus on the fundamentals of running a good business, including operating excellence and financial discipline, give us the ability to plan
and manage through changing economic conditions. We will continue to invest for growth, which we believe is the key to creating value for our shareowners.

 The Company will provide trends information in its applicable future filings for current developments at the time of filing, such as the information noted in the response to Comment 3.

 3. Discuss your plans, if any, to sell off either your remaining or a portion of your wireline business after your spin off of Spinco.

 The Company advises the Staff that on May 13, 2009, the Company entered into definitive agreements with Frontier Communications Corporation
(“Frontier”) pursuant to which Frontier will become the owner of the Company’s local exchange and related business assets in predominantly rural areas in 14 states. The assets are located in Arizona, Idaho, Illinois, Indiana,
Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin, and also include a small number of exchanges in California, including those bordering Arizona, Nevada and Oregon. Consummation of the
transactions contemplated in the agreements is subject to customary closing conditions. The Company does not currently have plans to divest its remaining switched or special access lines.

 Profitability Improvement

 4. Please provide a range
for your capital expenditures for 2009 by project including those that you may decide to delay to a future period. Disclose the nature and amounts of your discretionary and non-discretionary capital expenditures. Also discuss why you expect 2009
capital expenditures to be lower than 2008. Include in your discussion how the “greater economies of scale and the rationalization of network assets” will contribute to your lower 2009 capital expenditures. Please provide us with your
proposed disclosures.

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 The Company advises the Staff that its 2009 capital program includes capital to fund the introduction of advanced
networks and services, including FiOS and our wireless LTE network, the continued expansion of our core networks, including our IP and wireless EVDO networks, integration activities, maintenance and support for our legacy voice networks and other
expenditures. The amount and the timing of the Company’s capital expenditures within these broad categories can vary significantly as a result of a variety of factors outside the Company’s control, including, for example,
accelerations or delays in obtaining franchises or material weather events. Because the Company is not subject to any agreement or group of agreements that would require material capital expenditures by the Company on a designated
schedule or upon the occurrence of designated events, and due to the inherent unpredictability in the timing and amount of the Company’s capital expenditures, the Company does not believe that a categorization of capital expenditures as
discretionary or non-discretionary would be meaningful to investors. The Company believes that it has sufficient discretion over the amount and timing of its capital expenditures on a Company-wide basis that it can reasonably expect to
have lower capital expenditures in 2009 than 2008, exclusive of those related to the integration of Alltel Corporation.

 The Company advises the Staff that
the reference to lower capital expenditures as a result of “greater economies of scale and the rationalization of network assets” was made with respect to “overall combined capital expenditures” of the Company and the former
Alltel Corporation. The Company expects that after the integration of the Alltel network it will incur lower capital expenditures than it and Alltel Corporation would have incurred separately due to the potential achievement of greater volume
discounts from vendors based on the combined purchasing amounts, as well as the elimination of the purchasing of duplicate network assets in the combined coverage areas.

 Consolidated and Segment Result of Operations

 5. Your discussion regarding results of operations
should not consist merely of numeric dollar and percentage changes measured from period to period of various line items on the income statement. You should address the underlying reasons for changes in the price versus volume mix. For example, if
sales declined because the volume of goods sold decreased by 20%, but this was offset by a 10% increase in price, the discussion in the MD&A should not stop once it identifies the price and volume components. In this example, the underlying
factors that contributed to the decline in volume as well as the increase in selling prices should also be discussed. The focus should be on an analysis of the factors that caused these changes to occur. In providing this analysis, you may find it
helpful to include a discussion of key variables and financial measures management is utilizing in managing the business. These variables may be non-financial in nature or may represent industry specific metrics. Furthermore, MD&A should fully
explain the results of operations. For example, MD&A should not merely state that the increase in revenues and costs of revenues is due to a significant acquisition. Rather, the contribution of the recent acquisition to total revenues should be
quantified to the extent possible, and any increase or decrease in the underlying revenues of the pre-existing business should then be addressed. Provide us with your proposed disclosures.

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 In response to the Staff’s comment, the Company has included disclosure of the underlying reasons for its
changes in Results of Operations in the MD&A in the 2009 10-Q. Examples of the disclosures included are:

•

 The Company included tables for certain metrics that were previously described in narrative format.

•

 For Domestic Wireless, the Company described the effects of the Alltel acquisition on the results of operations, as well as additional contributing factors in the
pre-existing business. In addition to the acquisition, the Company explained the effects of the growth from data services on service revenues. The Company also explained that the increase in equipment sales was due to an increase in the volume sold,
offset by a decrease in the average revenue per unit driven in part by recent promotions. The Company also explained the effect of churn during the period, including the effect of the current economic conditions on the number of disconnections.

•

 For Wireline, the Company explained the growth in Mass Markets revenues due to the increase in customers as a result of the availability of FiOS services, along
with the decline in local exchange revenues as a result of switched access li