Ron Lataille - SVP, IR John Killian - CFO

John Hodulik - UBS. Mike McCormack - JPMorgan Simon Flannery - Morgan Stanley David Barden - Bank of America Michael Rollins - Citi Investment Research Jason Armstrong - Goldman Sachs Brett Feldman - Deutsche Bank Tim Horan - Oppenheimer

Good morning and welcome to the Verizon second quarter 2010 earnings conference call. (Operator Instructions) It is now my pleasure to turn the call over to your host, Mr. Ron Lataille, Senior Vice President, Investor Relations of Verizon.

Good morning and welcome to our second quarter 2010 earnings conference call. Thanks for joining us this morning. I'm Ron Lataille. With me this morning is John Killian, our Chief Financial Officer. Before we get started, let me remind you that our earnings release, financial statements, the investor quarterly publication and the presentation slides are available on our Investor Relations website. This call is being webcast. If you would like to listen to a replay, you can do so from our website. I would also like to draw your attention to our Safe Harbor statement. Information in this presentation contains statements about expected future events and financial results that are forward looking and subject to risks and uncertainties. Discussion of factors that may affect future results is contained in Verizon's filings with the SEC, which are available on our website. This presentation also contains certain non- GAAP financial measures. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are also on our website. On a GAAP basis, we reported a net loss for the second quarter of $0.07 per share. These quarterly results include a total of $0.65 of non-operational or one-time charges which are listed on slide four. The largest items relates to the recognition of costs in connection with our wireline force reduction initiative primarily for severance, special termination benefits and pension charges. These costs totaled $2.3 billion pre-tax and resulted in a charge to earnings of $0.52 per share. Roughly $1 billion of the pre-tax amount is for additional severance liabilities as a result of the enhanced incentive offer. The remaining $1.3 billion of pre-tax costs are non-cash and relate to the recognition on special termination benefits and pension plan liabilities for the effective employees. We also incurred non-operational costs in connection with the spin-off of our access line properties to Frontier. As we previously discussed, these costs are related to network, software and other activities required for these facilities to function as a separate company. In the second quarter, these get-ready costs amounted to $195 million pre-tax or a charge of $0.04 per share. Another item we've been pointing out for you is our merger integration cost related to Alltel. During the second quarter, charges related these activities amounted to $0.02 per share. In addition, the sale of the Alltel divestiture properties resulted in a one-time tax expense worth about $0.04 per share. The last item that I would like to highlight is a one-time non-cash adjustment of $268 million primarily related to wireless data revenues. This adjustment was recorded to properly defer previously recognized wireless data revenues that will be earned and recognized in the following period. As the amounts involved were not material to our consolidated financial statements in any current or previous reporting period, the $268 million adjustment was reported entirely in the second quarter with an unfavorable impact on consolidated revenues, which equates to $0.03 per share of earnings. Consistent with our reporting methodology, the items I just described are not included at the segment level primarily due to their non-operational or non-recurring nature. However, they are included in our reported consolidated results. With that, I will now turn the call over to John Killian.

Thanks, Ron, and good morning everyone. Before we get into the details, let me start with some brief comments on the business overall and add some of my perspective to our second quarter results. Our results show that we continue to do a good job executing in our key focus areas. In terms of cash generation, we had an exceptionally strong quarter of cash flow growth with continued tight controls on capital spending. We saw a good customer growth in wireless where data revenue growth continues to be driven by smartphone sales to both new and existing customers. As a result, we saw increasing year-over-year growth in postpaid ARPU and improvements to our industry-leading customer retention metrics in this quarter. In wireline, our EBITDA margin improvement was driven by cost reductions. During the quarter, we had approximately 11,000 volunteers for our enhanced separation offer in the East and Mid-Atlantic regions. So this will go a long way toward helping us achieve our wireline force reduction objectives for the year. Broadband and video continue to drive revenue results within the mass markets. Revenue trends in global enterprise improved again this quarter and showed positive year-over-year growth. And while we are seeing stability in underlying trends in the enterprise space, we are still seeing cyclical effects and remain cautiously optimistic with regard to a more meaningful economic recovery. Lastly, we completed the pending transactions that were part of our overall strategic transformation. During the second quarter, we closed the sale of the 105 markets we were required to divest as part of the Alltel acquisition in 2009. And on July 1, we completed the access line spin-off in merger transaction with Frontier. Through the spin-off, Verizon shareholders received $1.85 per share in value in the form of Frontier shares and cash in what was effectively a stock dividend. So it was an active quarter for sure, with solid overall performance. Let's now move to a detailed review of the quarter, starting on slide 4. As Ron indicated earlier, our second quarter earnings results included $0.65 of non-operational or one-time charges. With a reported loss of $0.07, you can see that the math gets us to a $0.58 quarterly result. For the first half of the year, we produced $1.13 in EPS before the effect of non-operational or one-time items. I'd like to add a little more detail on the wireless deferred revenue adjustment. Over the last several years, we have moved away from billing customers on a per use basis for data to billing on a pre-determined price for either a bundle of text messages, a certain amount of data usage or unlimited usage of data on smartphones. As such, certain data services are billed in advance for services to be provided in the next monthly cycle. Essentially, we are recording an adjustment related to prior periods in which we did not properly defer a portion of monthly billed revenues primarily for certain wireless data services that are billed in advance. The impact to the deferred revenue adjustment in any given quarter a year was not material. So reported revenue and growth trends were not materially overstated. In fact, had we done this appropriately, the largest single year impact would have been under $80 million. However, since the amount of deferred revenue related to these types of data services had grown progressively over time, the $268 million adjustment does negatively impact consolidated revenues and our growth rates in the second quarter. This is a one-time adjustment to reconcile our wireless deferred data revenue balance. Given the nature of this adjustment, it is not included in our wireless segment results and does not affect prior period comparisons at the segment level. Let me now spend a minute on the divested properties, which will no longer be part of our results in the second half of the year. First, on the Alltel divestiture markets or trust properties, as we refer to them, these markets were sold to two different buyers, and closed on two different dates during the quarter. The first sale closed in late April and the second one in late June. As such, our subscriber numbers at the end of the second quarter exclude the more than 2 million subscribers that we divested in these markets. Our quarterly financial results include these properties up until the date of each sale. But since both transactions closed during the quarter, our results do not reflect a full quarter of activity for the trust properties. The revenue impact of not having these wireless properties for the entire second quarter is about $100 million. We divested the Frontier properties on July 1, so those results are fully included in our second quarter. We will be providing pro forma historical information for our wireline and wireless segments to reclassify the impact of these dispositions in late August or early September. And I'll talk more about the impacts of these divested properties on our 2010 earnings outlook at the end of my remarks. Since a great deal of our earnings performance involves non-cash effects, let's turn our attention now to cash flow, which presents a much different growth picture. As I said earlier, our cash flow performance was quite strong. Cash flow from operations in the quarter totaled $9.8 billion. Year-to-date cash flow from operations of $16.9 billion, is up 19.4%. Free cash flow in the second quarter was $5.5 billion, up more than 75%. On a year-to-date basis, free cash flow of $.2 billion is up $3.1 billion or 52%. Our operational cash flow results continue to be very strong, and we have benefited from lower net tax payments. Looking at capital spending in total, we were down 3.6% in the quarter, and we are running 5% below 2009 on a year-to-date basis. So at this point in time, we iterate our previously stated full year 2010 guidance of capital expenditures between $16.8 and $17.2 billion. And as I previously said, we are reallocating capital between our segments, reflecting growth opportunities. This shift will continue as we move through the year. In wireline, CapEx in the second quarter was $1.8 billion, down almost 24%. Year-to-date, wireline CapEx of $3.3 billion is down nearly $1 billion, reflecting lower FiOS deployment capital as planned, and our tight focus on spending to increase free cash flow. In wireless, capital spending is higher than last year, driven by 4G LTE network deployment and data capacity requirements. In the second quarter, wireless CapEx was $2.3 billion. Year-to-date we spent $4 billion, which is up $698 million or about 21%. Turning to the balance sheet, a top priority for us is to continue to reduce leverage. And we're doing well here with net debt of just under $53 billion at the end of the quarter, down $7.5 billion or 125% since the beginning of the year. Our net debt to EBITDA ratio is about 1.5 times, and we're expecting it to be even lower by the end of the year. On July 1, we transferred $250 million of debt to Frontier and shortly thereafter used the $3.1 billion of cash from the spin-off to further reduce debt. Let's turn now to revenue trends, which are on slide six. Consolidated revenues for the quarter were $26.8 billion, an $88 million or 0.3% decline versus last year. The deferred revenue adjustment that I covered earlier had a negative impact on growth of about 100 basis points. And the timing of the Alltel trust properties sales during the quarter had an unfavorable revenue impact of about $100 million. During the quarter, we saw revenue growth in our key areas, including wireless data, FiOS, strategic services within the global enterprise market. With that high-level snapshot of revenues, let's move to the segments next, starting with wireless on slide seven. In wireless, we had another strong quarter, with sequential improvement in revenue, ARPU, churn and profitability. Our revenue growth performance was strong with total service revenues up $697 million or 5.2% year-over-year. And when we look at our results without the Alltel trust properties, in other words on a pro forma basis, total service revenue growth was 6.2%. Our focus on expanding the data market drove data revenue growth of 23.8% compared with last year. Total data revenues grew to $4.8 billion this quarter and comprised 34.5% of total service revenues. And total data ARPU grew 16.1% year-over-year. Our strategy is focused on continuing to take advantage of the rapidly growing smartphone device category. Our approach is to support a number of different operating systems and platforms and to offer a robust line-up of devices, which gives us the opportunity to not only attract new customers, but upgrade our existing customers. In addition to improving ARPU and customer retention, we believe this approach will drive sustained data revenue growth. And we continue to be very bullish about this opportunity. For starters, we see a plenty of upside in terms of data penetration. At the end of the second quarter, 35% of our retail postpaid base had smartphones or multimedia devices, up from just under 31% at the end of the first quarter and 26% at yearend. 20% of our postpaid customers have smartphones and 15% have multimedia devices. The DROID franchise has been a great success. We have a steady stream of devices featuring the Android operating system since the first DROID was introduced last fall. To date, we have six devices with multiple manufacturers in our current device line-up with more to come. The Incredible was introduced late in the second quarter, and we began selling the new DROID X on July 15. Both devices have sold very well and customer feedback has been terrific. We have had some backorder issues, but this is more timing than anything else. Customer demand and interest in the smartphone category has never been greater. Demand is being driven by the proliferation of new devices with greater capabilities in innovative applications and content. We feel really good about our device portfolio with great momentum going forward. Looking ahead, particularly with the commercial launch of LTE later this year, we believe that our network advantage will become even more evident and differentiate us more than ever before. Let's now talk about our customer growth results. We displayed our customer activity on slide eight. So you can clearly differentiate the second quarter net add growth from the effectively Alltel trust properties subscriber adjustments. We had a good quarter in terms of growth, adding 1.4 million net new customers with 665,000 retail postpaid net adds and 896,000 reseller additions. In the postpaid market, we competed very well this quarter with a strong device line-up. Our increased focus on customer retention drove an excellent sequential improvement in postpaid churn of 13 basis points. Our net add performance in the reseller channel was also very good, especially since the second quarter is typically seasonally lower in this customer category. As we've said, the reseller market is a low-cost channel for us and an effective way for us to attract incremental prepaid customers. We ended this quarter with 92.1 million customers, which as you know is substantially retail postpaid, representing 89% of total customers. And as we identified beginning last quarter, the other connections category is where we will be including all kinds of machine-to-machine devices such as vehicle tracking, telematics, e-readers, consumer electronics, smart grid solutions and medical alert devices. Let's take a closer look at our retail performance on slide nine. Our key focus continues to be on the retail postpaid market where we continue to drive revenue growth through increased data usage and penetration. Retail service revenues grew 4.2% in the quarter. Retail post paid ARPU increased 1.2% compared with the year ago, effectively doubling the year-over-year accretion we saw in the first quarter. This accretion is driven by data plans and the increasing percentage of customers using smartphones and multimedia devices. Device upgrades were strong once again, with about 9% of our post paid customers upgrading in the second quarter. Customers continue to respond very well to our portfolio of smartphones and multimedia devices. About 40% of device sales from our direct channels were smartphones with a $30 monthly data plan and 17% were from multimedia devices, which have a minimum $10 monthly data plan attached. Our strategy of stimulating data revenue growth is also improving customers retention. Our churn metrics this quarter were excellent. The improvements were most notable in retail post paid with churn under 1% and improving seven basis points year-over-year. In terms of profitability, we had another excellent quarter generating $6.7 billion of EBITDA up 7.8% from a year ago. Our second quarter service EBITDA margins expanded to 47.5% driven by strong data revenues, churn improvements and the continued benefit of Alltel synergy savings. Looking ahead, you can expect us to continue achieving both growth and profitability with a focus on gaining share in the retail post paid market and increasing the penetration of smartphones and other data devices which will further expand the data market. Let's move to our wireline segment on slide eleven. On the consumer side, broadband and video products continued to drive a significant shift in our revenue mix. FiOS revenue in the quarter grew more than 33% year-over-year and FiOS ARPU, which now exceeds $145 is up 7% over second quarter last year. On the enterprise side, growth in strategic services, which includes security IP and other managed solutions continue to transform the revenue mix. In wholesale, revenues were impacted by secular pressures and the effect of international pricing changes. Let's take a closer look at both the consumer and business markets starting on slide twelve. This time last year, FiOS made up about one-third of consumer revenue. FiOS revenues now represent more than 43%. Within consumer, the strength of our broadband and video products together with our increasing sale should continue to drive positive revenue and ARPU growth and offset the secular and competitive pressures in this part of the business. Consumer revenue in the quarter grew 0.3% versus last year, and we continue to see strong growth in consumer ARPU, which increased to more than $80 this quarter up 11.4% from a year ago. In terms of customer growth we saw a sequential improvement in net additions in both FiOS TV and internet. At the end of the quarter, we had a total of 3.2 million FiOS TV customers adding 174,000 this quarter compared with 168,000 in the first quarter. Our FiOS TV penetration is 26% based on about 12.4 million homes open for sale. On the broadband side, we added 196,000 new FiOS internet customers this quarter compared to 185,000 in the first quarter, bringing our total to 3.8 million. And with about 12.9 million homes open for sale, FiOS internet penetration is 30%. Adding a high speed internet or DSL customers, we ended the quarter with 9.3 million broadband connections. Let's move next to our business markets on slide thirteen, which shows our global enterprise and global wholesale revenue performance. While revenues in the business market continue to be affected by macro economic pressures, we are seeing some signs of stability. Global enterprise revenue showed positive sequential in year-over-year growth up 1.1% versus first quarter and 0.6% versus second quarter last year. Our revenue performance was helped by strong CPE sales in network and solutions based services. Strategic services, which represent about 40% of global enterprise revenue grew 6.2% year-over-year and 3.5% sequentially. I'd say we are seeing some signs of stabilization, we're still cautious in our optimism as usage volumes and unemployment figures have not shown any meaningful change. In global wholesale revenue declines were worst than trend, down 8.3% year-over-year and just under 5% sequentially. Domestically, revenues continued to be impacted by secular pressures. Internationally we made a decision to increase voice pricing in certain routes, which resulted in some loss of business in this highly competitive market. Let's cover wireline profitability next. In the second quarter, we were able to improve the EBITDA margins by about 100 basis points sequentially to 22.7%. The improvement was primarily driven by wage related savings and third party interconnection costs in the quarter. We're making good progress in our workforce reduction initiative. Wireline headcount was down 3,800 in the second quarter and 6,100 year-to-date. As I mentioned earlier, we had approximately 11,000 acceptances our enhanced incentive offer in the East and Mid-Atlantic regions. About two-thirds of these employees went off-payroll in late June or early July, with the remainder leaving the business later in the third and fourth quarter, as we carefully manage the transition with a focus on customer service. The benefits of these actions should help our margins in the third and fourth quarters. We are also considering additional force reductions in other locations within the telecom business. We should know more about this by the end of the third quarter. As far as our other cost reduction initiatives, we're also making progress in real estate, network convergence, supply chain, inventory management and energy. We have a well organized and realistic plan, and I'm confident that we will capture these savings. We'll also continue to be very disciplined in terms of our capital spending. To sum up, we had a solid quarter with exceptionally strong cash flow. We will continue to focus on maximizing free cash flow, maintaining a strong balance sheet and reducing debt. Our wireless results were solid. And in wireline, our cost reduction initiatives resulted in margin improvement. And we successfully completed our pending transactions by closing the sale of the Alltel trust markets during the quarter and divesting the access line properties to Frontier on July 1. The Frontier transaction culminates a strategic transformation that we've undergone since the inception of Verizon 10 years ago. During this process, we have aligned our company with the major growth trends driving our industry. We have simplified the business by divesting our directories business, monetizing our international equity investments and spinning off certain access line properties. We have restructured through strategic acquisitions and investments, significantly increased our exposure to the growth areas of the future, wireless, broadband and global connectivity. In wireless, we've increased our scale through acquisitions, purchased the valuable spectrum and invested in new technologies that will position us to capture growth in the rapidly evolving mobile broadband space. We've changed our revenue mix in wireline, reinventing our technology base with fiber and expanding our global presence through acquisition to meet the growing demand of enterprise customers for the global connectivity. In short, we've positioned ourselves to be a stronger competitor in areas of higher growth and minimized our exposure to areas of the business that are more challenged by secular change. The revenue pie on slide 16 highlights our current revenue mix. The first observation is that 83% of our consolidated revenues come from wireless and global business customers. Secondly, the wireline mass market business comprises only about 16% of our current revenues, with the majority of our households covered by FiOS. So the net result of the strategic investments and divestitures that we've made is an outstanding set of high-value assets with greater potential for revenue growth. We are also confident that over the long term, we can grow profit and shareholder returns. In the short term, I realize that the impact in timing of these divestitures make estimating 2010 earnings more difficult. So in addition to providing pro form historical information soon, I would like to offer investors some thoughts about the impacts of these divestitures in my outlook for the second half of the year. Before non-operational and one-time items, we had $1.13 of earnings per share in the first half of the year. The assets we spun off to Frontier and the Alltel trust properties accounted for approximately $0.12 of first half earnings. So excluding these properties, we had $1.01 of earnings per share. Our goal is to grow earnings in the second half of this year by 5% to 10% from this first half adjusted base of $1.01. In the second half of this year, we expect a continuation of the trends we're experiencing in our wireless business. We believe we can continue to grow the business in terms of net adds and drive higher smartphone adoption, leading to accelerating ARPU accretion and revenue growth. In addition, we will continue to make great progress managing costs. You saw the strong service EBITDA margin that we delivered in the first half, and we expect to continue this performance. In our wireline business, although we don't expect any significant economic driven improvements in the second half, we will continue to accelerate the success in the cost reduction programs you saw in the first half. Virtually all of the benefit associated with our incentive offer to associates will be reflected in our second half results. In addition, we continue to make great progress in other areas such as reducing our overall access costs and delivering on all of our other cost reduction initiatives. So again, a good quarter. We are optimistic about the outlook for the second half of the year and we are confident in the long-term potential of the business. With that, I'll turn it back to Ron so we can get to your questions.

Thank you, John. Brad, if you could open up the lines for questions?

(Operator Instructions) Our first question comes from John Hodulik of UBS. John Hodulik : I guess, John, first maybe a follow-up to some of the guarantees you just gave. So I'm doing the math right; it would sort of suggest that on a non-pro forma basis, you are talking in the 220 to 226 range for 2010 and on a pro forma basis more like 208, 209 to 214. These are sort of quick numbers. But I guess given the 5% to 10% range, is that sort of in the ballpark. UBS.: I guess, John, first maybe a follow-up to some of the guarantees you just gave. So I'm doing the math right; it would sort of suggest that on a non-pro forma basis, you are talking in the 220 to 226 range for 2010 and on a pro forma basis more like 208, 209 to 214. These are sort of quick numbers. But I guess given the 5% to 10% range, is that sort of in the ballpark.

If you take, John, the first half earnings of the $1.13 and then I indicated that you strip out the impact, so if you look at the Frontier contribution, that's in the range of $0.08 to $0.09 in the first half of the year. Trust properties are in the range of $0.03 to $0.04. Combined, it's about 12. So if you strip that away, it's $1.01. What we are saying is we will grow 5% to 10% off of the $1.01. John Hodulik - UBS.: So $1.06 to $1.11 and that you add that back to the $1.14.

You're doing the math and you can make it work. And add that to the $1.13 in the first half of the year, and you'll get to a range. John Hodulik - UBS: I guess my real question is around margins. On the wireline side, you had some nice performance in the quarter. You went through some of the issues there. I know you don't have pro forma out yet for the deal. But given the progress you've made on the cost saving side, are we still expecting about 200 basis point decline in margins on a sequential basis or does some of the cost savings continue to kick in and maybe sort of offset some of that impact on the second half?

We will be putting pro forma result out, as we've mentioned, late August early September. The initial impact as you strip out Frontier is around a couple of hundred basis points. Now, as we've said on the call and we've said on past calls, within the wireline business, we are extremely focused on driving costs out of that business. We had very strong performance in the second quarter. I had indicated on the first quarter call that we thought that was the case. Force benefits, sequentially we had some wage-related savings principally on the over-time side. We did not see any of the benefit really in the quarter from the 11,000 force reduction that we've got with the associate offer. So most of the individuals who went off in the second quarter were late in the quarter. We had some more in early July. That was a little over 7,000 of the 11,000 went off there. We should see those benefits in the second half of the year. So we believe we can improve wireline margin in the second half of the year off of the pro forma wireline margin that we'll be putting out, and we feel good about those initiatives. Every cost line is being attacked in the wireline business; our third-party access cost, our telco cost, our big area of focus, obviously all the headcount items are a strong area of focus. We are seeing improvements in real estate expense. We have vacated some buildings. Most recently, we terminated the lease in Philadelphia on 1717, Arch Street which was a fairly sizeable commitment for us. So we think we have a lot of opportunity to drive cost reduction on the wireline side.

Your next question comes from Mike McCormack of JPMorgan. Mike McCormack - JPMorgan: Congratulations, Ron as much as I might be selfish, I hope to hear you in October as well. John, on the wireless margin side, can you just give us some sense on what the drivers are for cost reduction? Obviously a very strong net add quarter, gross adds pretty flat sequentially. Looks like a pretty good take-down in SG&A. Is there some part of that that come out with divested property, and what should we be thinking about for a good run rate there? And then secondly, with the Vodafone issue looming at some point maybe next year or 2012, wireline CapEx, looks like it's down year-to-date about $1 billion year-over-year. How far can we get that down over the next year or so?

Okay, Mike, couple of thoughts for you. Clearly, I think you can see from the call that our wireless business is really firing on all cylinders. And we think there is substantial opportunity ahead of us to continue that performance. We are in the early innings of wireless data with only 20% of our base having a smartphone, and then with LTE a whole set of opportunities around video. So we think there's a lot of opportunity to accelerate top-line performance as we go through the second half of the year and into 2011. Now, couple of thoughts for you. The wireless team is extremely focused on all areas of cost. If you look actually at the headcount, they are down year-on-year about 8,000 people. Now a couple of thousand of those are related to the trust properties. There's a little bit of other ones in terms of leave of absence, those kinds of things. But net-net, we're down 4,000 to 5,000 people. They have a series of initiatives within the wireless business that's focused on their distribution side of the business. That's driving more efficiency, more online transactions. Again, an area where we think we are very early in the process of driving that out. Another area that they have a lot of attention is all of the cost and expenses around managing supply chain inventory levels and just the whole process there. So, you know, just about every area of the wireless side. Again, like wireline, they are attacking the underlying cost structure. We are very pleased with the margin performance in the second quarter, and think we are in a good position to continue to drive both growth and profitability in that business. Mike McCormack - JPMorgan: Okay. And on the wireline CapEx?

On the wireline CapEx, we indicated Mike, our guidance was 16.8 to 17.2 for the full year on CapEx. You can see in the last two quarters, we have had a big shift where more of our spending is going to wireless than wireline. So we are taking wireline down this year. I expect that trend to continue as we go into 2011. I think we can take another fight out of it down next year. I'm not going to size that right now, because we're early in the process. But I think our overall CapEx spending, as we look at 2011 will be down from where we are today, although we will keep a pretty strong allocation to the wireless side. As you know, the wireless side being fueled by LTE and by data. Mike McCormack - JPMorgan: John, your comments on the wireless SG&A side, it sounds like the bias would be towards flat to down on SG&A for the balance of the year.

Very focused on driving more and more cost out the wireline side on SG&A; absolutely. And on the back of the 11,000 volunteers we had on our East Associate offer, I should mention that we are going to do some additional offers in the rest of Verizon in the second half of the year in our, what used to be the West, which is really California, Texas, and Florida. So we would expect to get some additional force reductions from that.

Your next question comes from Simon Flannery of Morgan Stanley. Simon Flannery - Morgan Stanley: On the dividend outlook, you've always had some strong cash flow performance. You've got a positive outlook for the second half of the year. But on the other hand you also distributed a dividend, effectively with Frontier with a lot of cash generation. So how should we think about your upcoming decision in September around continuing that annual dividend increase, or are there some sort of one-time factors this year? And then we've had AT&T with tier data pricing. You've got a lot of smartphone load now. LTE is coming up. What are your current thoughts on tiered data pricing?

So, Simon, just a couple of thoughts for you. Yes, cash flow is tremendously strong, better in the quarter than even we expected. The team has a tremendous amount of effort and attention there. It's driven principally from operating performance. A part of that was, I hope you noticed, the working capital benefits, because the operating team is very focused on managing inventory levels and all of your days sales outstanding, all of the components that drive cash flow in the business. And I think we're performing extremely well here. So on the dividend side, as you know, that's a Board decision. The Board will consider that in September. I think we put them in a position where they have some pretty good alternatives there from the dividend perspective given the cash flow performance. But at the end of the day, that will be their decision. On pricing, we're performing extremely well right now. If you look at our data revenues this quarter, they're up about 24% year-on-year. If you look at data ARPU for our postpaid base, they're up over 19%. Again, as I said to you earlier, a lot of upside potential there given where we are on smartphones and multimedia devices in the future. We have indicated in the past, as we move to an LTE world and LTE pricing, we will probably look very hard at tiered pricing, and that continues to be our thinking right now. So more to come on that. By the way, I should say that all of our assets, all of our plans on getting LTE launched in the fourth quarter are on schedule. We feel very good about that. We think that's going to open up the whole new set of opportunities to continue to grow this wireless business that is again performing very well.

Your next question comes from David Barden of Bank of America. David Barden - Bank of America: John, first, could you talk a little bit about the one part of the wireless that seemed to be maybe a little on the soft side, which was the retail prepaid? It seems like you guys have kind of transferred the economics of being a retail prepaid provider in wireless over to your wholesale relationship with TracFone. That relationship has been on for a year now. I was wondering if you could kind of talk to us about your takeaways and some of the experiments you're doing with the $50 unlimited plan in the Southeast.

Dave, overall from a growth perspective in wireless, I'm very satisfied, 1.4 million net adds. On the last quarter call, a lot of people were suggesting that the postpaid market was coming to its end. And we thought there was still a lot of life there for Verizon and we did a lot better in the second quarter than we did in the first quarter. So we feel very good about our position in the postpaid marketplace. That is our prime strategy. The device lineup [roll] and his team have done a tremendous job with the device lineup. The whole DROID franchise is performing extremely well. We introduced the Incredible, as you know, in the second quarter. We just launched the DROID X. There's more devices to come. So we think our handset lineup is very well positioned. Now we've also suggested that we decided to play more of the prepaid marketplace, not exclusively. We have our own prepaid offerings that have benefits in terms of handsets and customer service, but that we were playing more of that end of the market through the reseller opportunity. By the way, not just the Straight Talk offering. There is several different resellers, and we've been very satisfied with that. I mean it's fueled some nice growth for us as we've gone through the past year. The ARPU levels run significantly higher than the traditional reseller offerings we have had. The profitability from the tiered margin percentage basis is pretty good, because you don't have the marketing cost and a lot of the SG&A. So we think that strategy has worked well for us, and we're continuing to do that. There's always some seasonal fluctuation there from a reseller model. Now, on the prepaid offering that you said, it's just a trial in the South. It's targeted to a specific geographic area. There's not a plan at the moment to bring that nationally. From time-to-time, our e-readers do different things to see what kind of reactions, kind of experiments, and that's what that is all about, nothing more than that. David Barden - Bank of America: If I can just follow-up on the tiered pricing also, obviously you had a good quarter in postpaid. The new iPhone and the pricing changes came out at the end of second quarter. Now that you've had some time to assess the market and what the tiered pricing plan has been for AT&T versus you guys now without it, how compelling an offer do you feel it is, how competitively imperative is it that you do something along those lines? Or is it mostly just a capacity management.

It's very early days since that change went in. What I would tell you is our business continues to reform extremely well. Our smartphone lineup is being very well received. Our DROID lineup, we have been keeping the DROIDs in stock, by the way. We don't have a big supply problem here. There's a little bit of a delay in fulfillment, but we're in a good position there. So our business is continuing to perform extremely well, you haven't seen us rush out to make any kind of a change. We'll continue to monitor the situation of course and look at opportunities that will say what's the best equation for us to drive long term shareholder value and we'll be very focused on that. I can't say enough though about the opportunity we see ahead given where we are today with smartphone penetration. I mean I think 20% of our base today, where's that number going, ultimately is it 80%. Some people could argue everyone is going to have a smartphone ultimately, because that's the kind of device that's going to be. So I think there is tremendous opportunity to continue to drive and create value through Verizon wireless.

Your next question comes from Michael Rollins of Citi Investment Research. Michael Rollins - Citi Investment Research: Just wanted to follow on the cost side, I think it was the last call. Started to decide the opportunity for cost cutting over the next two year and if I remember correctly, it was the comment was at least $1.5 billion to $2 billion. Based on the efforts you've made in the second quarter, can you give us an update in terms of the size of the opportunity and what percent of that you think you can realize in 2010 versus 2011?

So, Mike, I'm not going to resize the number for you. What I would tell you is, is our confidence on the ability to drive cost out of the entire business, both wireline and in the wireless business too, has never been stronger. I mean I think we've come off a quarter where we've had very good performance. If you look at our business year-over-year, we're down about 24,000 people in total from an absolute basis, a big chunk of those coming out in the first half of this year, more coming out in the second half of the year. By the way we also transferred a little over 9,000 people with the Frontier transaction that we just completed. So I think we're in a very good position. The organization knows how important it is to resize the cost structure. So we feel very confident about our ability to do that.

Your next question comes from Jason Armstrong of Goldman Sachs. Jason Armstrong - Goldman Sachs: Maybe a couple of questions, first on enterprise trends, the results seem to indicate share shift in your favor. I'm wondering, you obviously talked about the macro, but can you talk about what you're saying in the competitive marketplace? And then maybe second question just on wireless ARPU, good progress on post paid ARPU growth, accelerating the rate of growth as you moved up to 1.2%. But with the device refresh you got going on, it seems like we have a lot more upside. So I'm just wondering if you could talk about the trajectory from here and we can see at least one tier in the industry approach 4% growth, do you think that's realistic for you?

Okay. Jason, a couple of thoughts for you, I mean yes. Enterprise we had better performance this quarter on a reported basis we were up which was very good. Now we had a couple of things that helped us there, we had a very strong CPE quarter. A lot of demand for equipment out there, which is good, I mean it drives some margin. We are doing some pricing change on the CPE lineup. We did a late second quarter early third quarter to drive a little bit of margin that might temper down the volume just a little bit as we go through the third quarter. When you underlie and strip out CPE and some of the other things, we did see improved performance in enterprise although it was still a little bit negative year-over-year. I wouldn't say we're seeing any big change from and economic standpoint at this point. I think you're hearing that from every call that's out there right now as maybe in the first quarter there was a little bit of an uptick with everything going on in Europe and other issues that's probably been a little bit of a pause in terms of purchase decisions. Right now we're hoping that will pick back up in the second half of the year, but from up here enterprise perspective, we were pleased with our performance in the quarter, but we have a little bit of caution as we go through the rest of the year in, again why it's so important to drive more and more cost out of the business, but at the same time very focused on driving more profitability in enterprise. In fact, as I look at our deals we signed in the second quarter versus the first quarter, margin was up about 250 basis point on those deals quarter-to-quarter. So I think that was a very good sign. From a wireless post paid ARPU, we think there is upside as we go through the next couple of years. our smartphone line up if you think about it over the last year we solved the problem with the DROID franchise where we were a little bit behind in terms of the smartphone lineup that is paying dividends for us right now. We expect those dividends to accelerate, that our lineup is going to do extremely well. I would love to see 3% to 4%, I think we will get better. I think the other company that you indicated, they do have a higher concentration of smartphones in their customer base than we do today. But that gap is going to close, because we've got great devices, great lineup and of course our distribution is a machine quarter-after-quarter. So I think you're going to see improving performance there. And it just comes back to the issue I said earlier is we believe there is tremendous opportunity to continue drive shareholder value in this business field principally on the wireless side.

Your next question comes from Brett Feldman of Deutsche Bank. Brett Feldman - Deutsche Bank: First of all, I just want to congratulate Ron on the great opportunity and wish you well. Just want to go back quickly here to wireless margins. You gave a lot of color earlier about what you're doing particularly on the cost management side. You come in there I think at an all-time record this quarter in terms of EBITDA margin. And I just want to get a bit more color on what the ultimate goal here is. The cost savings initiative, is that designed to help you guys sustain what is a margin level that may be 200 to 300 basis point higher than normally people would have expected? Or are you really just trying to create capacity so that you can keep your foot on the gas in terms of driving data in terms of incurring the subsidies that you would get from higher smartphone sales and maybe the higher costs you're actually going to incur from running the LTE network?

I think from a wireless perspective, we've always been a very balanced company in terms of not just looking at top-line, not just looking at growth, really looking at all the levers to drive shareholder value. We still are in the same place. Since I've been on this job, I've said I think there is opportunity to continue to grow the wireless business very nicely. And we think growth is going to accelerate. We think there is not going to be a deceleration in growth. There is actually going to be a next wave fueled by data and video where growth is going to get better. But at the same time, we have the opportunity to take costs out of the model and become a more efficient provider. And Lowell and his team are extremely focused on that. So I like our position here from the wireless perspective and where we have the ability to go. Brett Feldman - Deutsche Bank: You're doing a great job in smartphones. You're a little bit over half of your sales in your direct channel now or smartphones or other integrated devices. But based on your lineup, you can easily see that at 70% or 80% and notch it just in future. You're probably going to be incurring some additional costs as you get ramped on LTE. I am just trying to set expectations here in that should we assume that at some point that might create a little bit of incremental pressure on the margins or do you really feel comfortable the way you've done from the cost management side and kind of keep things in a range even as you ramp in those areas?

I feel very comfortable that we can both grow the top-line of the business and just continue to deliver the industry-leading profitability that we have delivered. There is no question there is going to be a higher take-up of smartphones and multimedia devices, but we're very well positioned for that. There is also a nice return from that, because they are higher ARPU-based customers. So I don't think anyone's network, anyone's distribution is better positioned to take advantage and drive it to the bottom-line than we are. And we're very focused on that.

Your next question comes from Tim Horan of Oppenheimer. Tim Horan - Oppenheimer: John, sort of beating the dead horse here, but one of your major competitors, when they started rolling out smartphones, they saw the margins getting depressed quite a bit. You're not seeing that now, and it sounds like you don't expect to see that. Is it because the DROID maybe has a lot lower subsidy than the DROID lineup than some of the other high-end smartphones are our there? And on that point, it sounds like you're saying that you're not going to see any supply chain problems with the DROID lineup in the second half of the year. Could you maybe just comment on that? And then just lastly, can you give us a bit of a regulatory update? Are you guys talking to the SEC about ways to avoid the Title II regulation discussions that are ongoing?

Because smartphone devices cost you more money, COGS is up. It's a nice trade-off here. And if you look at our machine in terms of what we built over time, we have the ability to manage that and absorb that and still drive good margins. And we believe we can. Now, if we had one quarter where we had 3 million DROID net adds, there is probably going to be a little bit of an impact, but I would take that impact because of what it's going to do ultimately for value and shareholder value. So we're focused, as we've always said, both on growth and profitability. We will continue to be focused on that. We are taking costs out of our supply chain process and we will continue to do that. We're managing inventory levels extremely tightly, which is appropriate. From a supply chain perspective on supply of smartphones, we need to manage through it, which we are. These are kind of global issues with certain devices, but we're in a good position here. We think we can fulfill the requirements we have as we go through the second half of the year. We're working extremely closely with all of our manufacturers, and we think we're extremely well positioned. The other comment I'd make, Tim, on the Washington front, yes, we're actively engaged, including Ivan and Tom Tauke and Randy Milch on all of the issues, both with the policymakers as well as other industry participants. We'll continue to watch this, and we're optimistic that this will come out in the right place for us and for the industry. But time will tell on that. So not a lot more that I could comment on there right now. We did complete the Frontier transaction. I know you're all anxious for pro forma. We'll get that out to you. But as we look back on that, that was a very, very good transaction for us and for Verizon. When we first announced the deal, there were about 4.8 million lines in those territories. As you know, we had a fixed value effectively. The value per line was about $1,791. By the time we completed the transaction, it was about $22,140 per line. So we're very satisfied with what we've done with the Frontier transaction. We think we've gotten very good value here for the Verizon shareholder, both in terms of the value they get in Frontier and the debt relief. So it's a transaction we're very pleased with. And our team I think did an outstanding job working with Frontier on all of the transition. I would also like to just publicly acknowledge Ron on this call. Many of you did that. He's done a terrific job for us over the last several years. We will be announcing his replacement shortly in August, and I think it will be a top-notch individual. And of course, that individual will have the guidance of Ron on what needs to be done here. So, Ron, I'd just like to thank you, and I know from the industry you'll be getting a lot of thanks.

Thank you very much, John. And, Brad, that concludes our call today, and thanks everybody for joining us.

Ladies and gentlemen, that does conclude the conference for today. Thank you for your participation and for using Verizon Conference Services. You may now disconnect.