proxy statement > Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL SHAREHOLDERS
On January 31, 2005, there were approximately 2.8 billion shares of Verizon Communications Inc. common stock outstanding. This table sets forth information as of December 31, 2004, about persons we know to beneficially own more than five percent of shares of Verizon common stock.

Title of Voting Class Name and Address of
Beneficial Owner
Amount
Beneficially
Owned
Percent of
Class
Common Stock Barclays Global Investors, NA
45 Fremont Street,
17th Floor
San Francisco, California 94105
144,186,2381 5.20%
1 This information is based upon a filing with the Securities and Exchange Commission dated February 14, 2005, made by Barclays setting forth information as of December 31, 2004. Shares listed as beneficially owned by Barclays are owned by the following entities: Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors, LTD, Barclays Global Investors Japan Trust and Banking Company Limited, Barclays Life Assurance Company Limited, Barclays Bank PLC, Barclays Capital Securities Limited, Barclays Capital Inc, Barclays Private Bank & Trust (Isle of Man) Limited, Barclays Private Bank and Trust (Jersey) Limited, Barclays Bank Trust Company Limited, Barclays Bank (Suisse) SA, Barclays Private Bank Limited, Bronco (Barclays Cayman) Limited, Palomino Limited and HYMF Limited.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The Human Resources Committee of the Board has approved stock ownership guidelines for all executive officers. Under these guidelines, by the end of a five-year period, the Chief Executive Officer is encouraged to acquire and hold Company shares with a value of five times the base salary then in effect; other executive officers, depending upon their position, are encouraged to acquire and hold shares having a value of one to four times salary. The Committee reviews stock ownership on an annual basis. The Board’s Corporate Governance Guidelines encourage directors of the Company to hold a minimum of 5,000 shares, to be acquired over a period of up to five years.

This table sets forth information as of January 31, 2005, regarding: (a) the shares of Verizon common stock beneficially owned (including shares held in the Company’s employee savings plans) by the named executive officers, each Director and all executive officers and Directors as a group; (b) the total Verizon stock-based holdings of the named individuals and the group; and (c) the shares which may be acquired within 60 days pursuant to the exercise of stock options by the named individuals and the group. The shares shown in this table, in the aggregate, represent less than one percent of the total outstanding shares of Verizon. Except as otherwise noted, each individual and/or his or her family member(s) have sole or shared voting and/or investment power with respect to the securities.

The middle column of the table combines beneficial ownership of shares of Verizon common stock through holdings of (i) deferred stock units by non-employee Directors (which are payable in cash or shares of Verizon common stock at the election of the Director and are accrued under deferred compensation plans) and by executive officers (which are payable in cash pursuant to deferrals under the Verizon Income Deferral Plan); and (ii) restricted stock units by executive officers (which are payable in shares of Verizon common stock under agreements).

  Shares Other Options
  Beneficially Stock-Based Exercisable
Name Owned Holdings1 within 60 Days
Named Executive Officers:      
Ivan G. Seidenberg* 188,729 731,916
4,528,443
Lawrence T. Babbio, Jr. 169,400 189,350 2,589,470
Dennis F. Strigl 164 202,107 1,484,408
William P. Barr 12,962 142,150 1,336,900
Doreen A. Toben 14,723 124,921 786,474
Other Directors:      
James R. Barker 5,124 145,069 34,904
Richard L. Carrión 2,961 13,036 62,479
Robert W. Lane 1,527 16,039
Sandra O. Moose 19,350 34,904
Joseph Neubauer 611 29,946 101,060
Thomas H. O’Brien 5,163 45,069 73,653
Hugh B. Price 1,492 12,230 51,154
Walter V. Shipley 14,270 3,637 55,232
John R. Stafford 14,276 12,415 51,154
Robert D. Storey 366 23,256 30,653
     
All of the above and other Executive Officers as a group 501,719 1,958,195 12,976,600
* Also serves as a Director.
1 Shares are held under deferred compensation plans and may not be voted or transferred.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

SEC rules require the Company to disclose late filings of stock transaction reports by its executive officers and Directors. Based solely on a review of reports filed by the Company on these individuals’ behalf, all Section 16(a) filing requirements have been met during calendar year 2004, except that, due to broker reporting errors, one transaction by Mr. William F. Heitmann and one transaction by Dr. Sandra O. Moose were not reported timely.

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* This is an interactive electronic version of Verizon’s 2004 Annual Report to Shareholders, and it is intended to be complete and accurate. The contents of this version are qualified in their entirety by reference to the printed version. A reproduction of the printed version is available in PDF format on this website