Verizon Communications (VZ)

Item 8.01. Other Events.

Effective January 1, 2009, Verizon Communications Inc. (Verizon or the Company) adopted Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (SFAS No. 160). As required by this pronouncement, the Company retrospectively changed the classification and presentation of noncontrolling interest, previously referred to as minority interest, in its consolidated financial statements for all periods presented to conform to the classification and presentation of noncontrolling interest that began on January 1, 2009.

The Company’s Annual Report on Form 10-K was filed with the Securities and Exchange Commission (SEC) on February 24, 2009 (2008 Form 10-K). The Company’s consolidated financial statements for each of the years ended December 31, 2008, 2007 and 2006 along with the Report of Independent Registered Public Accounting Firm, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Selected Financial Data that were included in the Company’s 2008 Form 10-K are included herein as Exhibit 99.1 to this Current Report and are incorporated herein by reference to reflect the required retrospective application of SFAS No. 160.

This Current Report does not update for changes in circumstances or other developments since the filing of our 2008 Form 10-K. For developments since the filing of the Company’s 2008 Form 10-K, refer to the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 and its Current Reports on Form 8-K filed subsequent to the 2008 Form 10-K.

Item 8.01 Other Events.

On January 7, 2009, at the Citigroup Global Entertainment, Media and Telecommunications Conference, Ivan Seidenberg, Chairman and Chief Executive Officer of Verizon Communications Inc. (Verizon), provided an update of Verizon’s initiatives for sustained organic growth. In his presentation, Mr. Seidenberg stated that:

Verizon reiterates its estimate that capital expenditures in 2008 are expected to be less than $17.5 billion including integration capital related to Rural Cellular. Verizon reiterates its estimate that Verizon Wireless expects to realize potential synergy opportunities from the acquisition of Alltel Corporation. The net present value of expected synergies is more than $9 billion.

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: 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, including disruption of our suppliers’ provisioning of critical products or services; the impact of natural or man-made disasters or 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; 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; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; 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; and the ability to complete acquisitions and dispositions.

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.

Item 8.01 Other Events.

On January 9, 2009, Verizon Wireless completed its acquisition of Alltel Corporation, a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of June 5, 2008, among Verizon Wireless, AirTouch Cellular, a California corporation doing business as Verizon Wireless, Abraham Merger Corporation, a Delaware corporation, the Company and Atlantis Holdings LLC, a Delaware limited liability company, a copy of which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

A copy of a related press release issued by Verizon Wireless is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

Verizon Communications Inc. stated that on January 2, 2009, pursuant to the Agreement and Plan of Merger dated as of June 5, 2008 among Cellco Partnership, AirTouch Cellular, Abraham Merger Corporation, Alltel Corporation, and Atlantis Holdings LLC (the “Merger Agreement”), AirTouch Cellular doing business as Verizon Wireless gave notice to Alltel Corporation that the closing date of the merger contemplated by the Merger Agreement will be January 9, 2009, subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement.

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: 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, including disruption of our suppliers’ provisioning of critical products or services; the impact of natural or man-made disasters or 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; 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; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; 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; and the ability to complete acquisitions and dispositions.

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.

Item 8.01. Other Events.

Verizon Communications Inc. stated that Cellco Partnership doing business as Verizon Wireless (“Verizon Wireless”) is on track to receive its remaining regulatory and court approvals to close its pending acquisition of Alltel Corporation, and currently expects that the Alltel acquisition will close in early to mid-January of 2009.

Verizon Wireless has also received commitments from eight financial institutions to provide $17 billion of financing for the Alltel acquisition. The commitments are subject to the preparation and execution of definitive documentation, concurrent closing of the Alltel acquisition, absence of a material adverse change in the business of Verizon Wireless or Alltel and certain other conditions. There can be no assurance that these conditions will be met, or that Verizon Wireless will enter into this financing. Assuming all conditions are satisfied and Verizon Wireless enters into this financing, Verizon Wireless believes that it will have sufficient capital to fund the Alltel acquisition.

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: 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, including disruption of our suppliers’ provisioning of critical products or services; the impact of natural or man-made disasters or 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; 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; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; 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; and the ability to complete acquisitions and dispositions.

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.

Item 8.01 Other Events.

On an October 27, 2008 conference call with financial analysts and investors, Verizon Communications Inc. (Verizon) discussed its third quarter 2008 results and outlook for the remainder of 2008.

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: 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, including disruption of our suppliers’ provisioning of critical products or services; the impact of natural or man-made disasters or 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; 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; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; 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; and the ability to complete acquisitions and dispositions.

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.

Item 8.01 Other Events.

On September 18, 2008, at the Goldman Sachs Communacopia Conference, Dennis Strigl, President and Chief Operating Officer of Verizon Communications Inc. (Verizon) provided an update of Verizon’s initiatives to focus on its networks and strategic assets for sustained organic growth. Mr. Strigl stated that Verizon was continuing to invest in networks and new technologies that provide the platform for growth, innovation and productivity. He reiterated that capital spending in 2008 is expected to be less than in 2007 and that capital spending as a percent of revenue is expected to continue to decline in the future. He noted that Verizon is demonstrating confidence in its plan as it returns cash to shareholders through the 7% dividend increase announced on September 4, 2008. Mr. Strigl reviewed certain key aspects of the state of the business in Verizon’s two business segments.

With respect to Verizon Wireless:

With respect to Verizon Wireline:

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: 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, including disruption of our suppliers’ provisioning of critical products or services; the impact of natural or man-made disasters 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; 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; the timing, scope and financial impacts of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; 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; and the ability to complete acquisitions and dispositions.

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.

Item 8.01 Other Events.

Attached as an exhibit is a press release dated July 22, 2008 issued by Verizon Wireless related to its second quarter 2008 customer growth.

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.

EXHIBIT INDEX

Item 8.01. Other Events.

Attached as an exhibit is a press release dated February 26, 2008 issued by Verizon Communications Inc. (Verizon) related to the proposed spin-off of shares of Northern New England Spinco Inc., a subsidiary of Verizon, to Verizon stockholders.

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.

EXHIBIT INDEX

Item 8.01 Other Events

On a February 20, 2008 investor relations conference call, Verizon Communications Inc. (Verizon) provided an update on the recently announced Verizon Wireless Nationwide Unlimited Anytime Minute Plans. Verizon indicated that there are currently approximately 305,000 single line customers, or 0.5% of its customer base, with monthly voice price plans in excess of $99.99 per month. The average monthly voice revenue for such customers is between $125 and $135 per month. Verizon believes that, over time, the reduced revenues from these higher value customers moving down to the unlimited plan will be more than offset by increased revenues as a result of customers moving up in value to the unlimited plan.

Attached as an exhibit is a summary of the voice pricing under the Verizon Wireless Nationwide Unlimited Anytime Minute Plans.

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.

EXHIBIT INDEX

Item 8.01. Other Events.

Attached as an exhibit is a press release dated February 7, 2008 issued by Verizon related to Verizon’s announcement that its Board of Directors has authorized a common stock repurchase of up to 100 million shares.

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.

EXHIBIT INDEX

Item 8.01 Other Events.

On a January 28, 2008 conference call with financial analysts and investors, Verizon Communications Inc. (Verizon) discussed its fourth quarter 2007 and full year results. Verizon stated that it is targeting another year of meaningful earnings growth and growth in operating income margins in 2008. Verizon also indicated that it expected 2008 capital expenditures to be below 2007’s level of $17.5 billion, with targets for Verizon Wireline and Wireless which are slightly lower than their respective 2007 levels of $11.0 billion and $6.5 billion.

Over Verizon’s planning period of 3 to 5 years, Verizon stated that the Wireless segment is targeting double digit percentage annual revenue growth and EBITDA margins on service revenues in the range of 43% to 45%. EBITDA – or earnings before interest, taxes, depreciation and amortization – adds depreciation and amortization to operating income. Wireless EBITDA margin on service revenues is calculated by dividing wireless EBITDA by wireless service revenues. Verizon stated that the Wireline segment expects that Wireline revenue growth will continue to improve over the planning period and is striving for continued Wireline margin improvements, with the goal of expanding Wireline EBITDA margins to a range of 30 percent to 33 percent. Wireline EBITDA margin is calculated by dividing wireline EBITDA by wireline revenues.

Verizon stated that it expects a closing in the first quarter for the spinoff of its local exchange and related business assets in Maine, New Hampshire and Vermont and merging that business with, and into, FairPoint Communications, Inc. Verizon estimates a net debt reduction on its balance sheet of approximately $1.4 billion, or $300 million lower than its original estimate, in connection with that transaction.

NOTE: This presentation 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: 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; the impact on our operations of natural or man-made disasters and any resulting financial impact not covered by insurance; material changes in available technology, including disruption of our suppliers’ provisioning of critical products or services; 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; the timing, scope and financial impacts of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; 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; the ability to complete acquisitions and dispositions; and the extent and timing of our ability to obtain revenue enhancements and cost savings following our business combination with MCI, 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.