Verizon Communications (VZ)

(Former name or former address, if changed since last report)

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Election of Director.

On February 4, 2010, the Board of Directors of Verizon Communications Inc. (Verizon) elected Rodney E. Slater as a Director, effective March 5, 2010. As a director, Mr. Slater will participate in the compensation program applicable to all directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2009.

Compensation Related Actions.

On February 3, 2010, the Human Resources Committee of Verizon’s Board of Directors decided that it will no longer extend the terms of any outstanding Verizon executive employment agreement. In addition, each of the outstanding executive employment agreements will be amended to eliminate the tax gross-up payment that is currently provided under the terms of the agreement with respect to excise tax liability under Internal Revenue Code Section 280G. As a result, no Verizon executive will be eligible for any excise tax gross-up payments and all of Verizon’s outstanding executive employment agreements will expire by their terms at the end of the remaining portion of the applicable two-year term provided for under such agreements. Eligibility for any separation benefits provided under these agreements will also expire at the end of the applicable term. Each of Verizon’s named executive officers, other than the Chairman and Chief Executive Officer, has an outstanding employment agreement that is impacted by this decision.

In connection with the decision by the Committee to not renew the terms of the outstanding employment agreements and to eliminate the Section 280G excise tax gross-up, on February 4, 2010, the Committee recommended and the Board approved the adoption of the Verizon Senior Manager Severance Plan (the Plan). The Committee believes that maintaining a competitive level of separation benefits is appropriate as part of an overall program designed to attract and retain the highest quality management team. Senior managers of the Company will be eligible to participate in the Plan, which is consistent with the severance plan for all other management employees.

Under the Plan, to the extent the participant has been involuntarily terminated without cause or, in the case of a named executive officer, to the extent that the independent members of the Board determine that there has been a qualifying separation, the participant will be eligible to receive a lump-sum cash separation payment equal to a multiple of their base salary and target short-term incentive opportunity, along with continuing healthcare coverage for the applicable severance period. A named executive officer will be eligible to receive a cash separation payment equal to two times the sum of the executive’s base salary and target short-term incentive opportunity. Other senior manager participants in the Plan will be eligible to receive a cash separation payment equal to between 0.75 and 2 times their base salary and target short-term incentive opportunity depending on their position at the time of their separation from employment. In order to be eligible for any severance benefits provided under the terms of the Plan, participants must execute a release satisfactory to Verizon and agree not to compete or interfere with any Verizon business for a specified period of time after separation from employment. No severance benefits will be provided under the Plan to the extent a participant is eligible for severance benefits under another arrangement or agreement.

Mr. Seidenberg, Verizon’s Chairman and Chief Executive Officer, does not have an employment agreement, and he is not eligible to participate in the Plan or to receive any other cash separation payments from the Company upon his termination from service.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Attached as an exhibit hereto is a press release and financial tables dated January 26, 2010 issued by Verizon Communications Inc. (Verizon).

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On January 6, 2010, at the Citi Entertainment, Media and Telecommunications Conference, Ivan G. Seidenberg, Chairman and Chief Executive Officer of Verizon Communications Inc. (Verizon), provided an update of Verizon’s financial performance.

In his presentation, Mr. Seidenberg stated that:

- Verizon estimates that 2009 adjusted earnings per share (EPS) will be approximately 13 to 15 cents lower than 2008 adjusted EPS of $2.54 and that revenues in 2009 will be higher than those in 2008. (Adjusted EPS is calculated based on net income attributable to Verizon before special items, which eliminate items of revenues, expenses, gains and losses primarily as a result of their non-operational or non-recurring nature.)

- For the fourth quarter 2009, Verizon expects to achieve more than 1 million wireless retail postpaid net customer additions and also expects a significantly larger number of net customer additions from the wireless reseller channel than in prior periods.

- Verizon’s business plan is focused on growing revenues, reducing churn and increasing profitability and cash flow across all business units. Its long-term goal is that the combination of dividend growth and earnings growth will provide an average annual return to investors of approximately 10%.

- Verizon expects that in 2010 it will achieve modest year-over-year growth in adjusted EPS, excluding the impacts related to strategic transactions and any incremental pension and benefit impacts.

- Verizon Wireless continues to expect that it will begin providing 4G Long-Term Evolution (LTE) service in 25 to 30 markets covering 100 million POPs (points of presence) by the end of 2010. In addition, within 24 months following its commencement of LTE service, Verizon Wireless expects to provide LTE service to 80 to 90 percent of the contiguous United States.

Verizon expects that adjusted EPS for fourth quarter 2009 will be approximately $0.53 to $0.55. Verizon expects that strong wireless subscriber growth and device upgrades that were higher as a percentage of the retail postpaid customer base than in prior periods will cause wireless operating income margins to be lower in the fourth quarter 2009 than in the third quarter 2009. Verizon expects that the Wireline segment’s EBITDA margin will not improve in the fourth quarter 2009 as compared to the third quarter 2009 as a result of access line losses and economic conditions which continue to affect Verizon’s business markets.

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Note: This report 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 effects of adverse conditions in the U.S. and international economies; the effects of competition in our markets; materially adverse changes in 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; the effect of material changes in available technology; any disruption of our suppliers’ provisioning of critical products or services; significant increases in benefit plan costs or lower investment returns on plan assets; the impact of natural or man-made disasters or existing or future litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing; any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results; the timing, scope and financial impact of our deployment

of fiber-to-the-premises broadband technology; 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; our ability to complete acquisitions and dispositions; our ability to successfully integrate Alltel Corporation into Verizon Wireless’ business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On October 26, 2009, Verizon Communications Inc. (Verizon) issued a press release and financial tables relating to its results for the quarter ended September 30, 2009 (see Exhibit 99).

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On September 3, 2009, Dennis F. Strigl, President and Chief Operating Officer of Verizon Communications Inc. (Verizon), announced his plans to retire, effective by the end of 2009.

Attached as an exhibit hereto is a press release dated September 3, 2009 issued by Verizon containing information pertaining to Verizon’s September 3, 2009 dividend declaration.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 27, 2009, during the webcast of its quarterly earnings report, John F. Killian, Executive Vice President and Chief Financial Officer of Verizon Communications Inc. (Verizon), provided an update on certain of Verizon’s expected operations in the second half of 2009. In his presentation, Mr. Killian stated that:

Management indicated that the business will continue to be very disciplined in terms of capital allocation and spending in order to maximize free cash flow. Verizon expects that its capital expenditures in 2009 excluding Alltel-related capital will be at least $500 million less than its capital expenditures in 2008, and that its 2009 capital expenditures including Alltel-related capital will be in the range of $17.4 billion to $17.8 billion.

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

NOTE: This report 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 effects of adverse conditions in the U.S. and international economies; the effects of competition in our markets; materially adverse changes in 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; the effect of material changes in available technology; any disruption of our suppliers’ provisioning of critical products or services; significant increases in benefit plan costs or lower investment returns on plan assets; the impact of natural or man-made disasters or existing or future litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing; any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; 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; our ability to complete acquisitions and dispositions; our ability to successfully integrate Alltel Corporation into Verizon Wireless’ business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 27, 2009, Verizon Communications Inc. (Verizon) issued a press release and financial tables relating to its results for the quarter ended June 30, 2009 (see Exhibit 99).

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Attached as an exhibit is a press release dated July 24, 2009 issued by Verizon Wireless related to its second quarter 2009 customer growth.

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

(d) Exhibits.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On April 27, 2009, Verizon Communications Inc. (Verizon) issued a press release and financial tables relating to its results for the quarter ended March 31, 2009 (see Exhibit 99).

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On March 9, 2009, at the Raymond James Institutional Investors Conference, Doreen Toben, Executive Vice President of Verizon Communications Inc. (Verizon), provided an update of Verizon’s initiatives for sustained organic growth and financial reporting.

Ms. Toben stated that Verizon has not seen any significant changes in the key strategic drivers of the business in 2009 to-date and believes that Verizon has the potential to continue to perform well both absolutely and relatively in 2009.

Ms. Toben also stated that Verizon has the financial strength to grow, invest in the future and return value to shareowners in the form of a competitive dividend. Noting that the Board of Directors has approved dividend increases in each of the last two years, she added that Verizon’s goal is to continue to return value to shareowners through an annual dividend increase model. She also indicated that Verizon’s cash flow position is expected to be strong and that the cash flow outlook in the company’s five-year business plan supports the goal of continued dividend increases.

Ms. Toben stated that Verizon has adopted FAS 160, “Non-controlling interests in Consolidated Financial Statements,” which will be reflected in its financial results for the first quarter. She indicated that Verizon will revise its financial presentation, but there will not be any net effect on earnings attributable to Verizon and no change to operating cash flow. In addition, she said that the calculation of income tax expense will be unchanged, and that the current estimate of the effective tax rate on income attributable to Verizon before special items in 2009 is in the range of 33% to 36%. (Income attributable to Verizon before special items eliminates items of revenues, expenses, gains and losses primarily as a result of their non-operational and/or non-recurring nature.)

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

NOTE: This report 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 effects of adverse conditions in the U.S. and international economies; the effects of competition in our markets; materially adverse changes in 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; the effect of material changes in available technology; any disruption of our suppliers’ provisioning of critical products or services; significant increases in benefit plan costs or lower investment returns on plan assets; the impact of natural or man-made disasters or existing or future litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing; any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; 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; our ability to successfully integrate Alltel Corporation into Verizon Wireless’s business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Effective March 4, 2009, Robert J. Barish, 47, became Senior Vice President and Controller of Verizon Communications Inc. Mr. Barish previously served as Senior Vice President and Chief Financial Officer of Verizon Telecom. Prior to that position, Mr. Barish was Vice President, Corporate Finance of Verizon Communications Inc.

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.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On February 25, 2009, Thomas A. Bartlett, Senior Vice President and Controller of Verizon Communications Inc., announced his plans to retire, effective March 31, 2009.

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.