Shileen Cruz & Morgan Occhicone April 27, 2015

Corporate Governance Framework 12 Members on the Board of Directors All directors stand for election each year Board oversight is executed through four committees Committees oversee management of company risks within each section Audit Corporate Governance and Policy Finance Human Resources Governance Framework. (n.d.). Retrieved April 20, 2015, from http://www.verizon.com/about/investors/board-framework

Corporate Governance Guidelines Last amended September 4, 2014 Role of the Board Strategic Planning and Management Development organizational needs, competitive challenges, potential for key managers, planning for future development and emergencies Executive Sessions at least 2x a year, any Director has the right to call a meeting Lead Director acts as chair when Chairman not present, elected yearly by independent Directors or until a qualified successor is chosen Committees agenda, materials, and assessment Corporate Governance Guidelines. (2014, September 4). Retrieved April 20, 2015, from http://www.verizon.com/about/sites/default/files/Corporate-Governance-Guidelines.pdf

Corporate Governance Guidelines Board Compensation and Director Qualifications Majority of board independent “‘Independent Director’ means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” No more than two Directors are current or former Verizon employees Compensation determined by HR Stock acquired within three years of joining the board 5600. Corporate Governance Requirements. (n.d.). Retrieved April 20, 2015, from http://nasdaq.cchwallstreet.com/nasdaq/main/nasdaq-equityrules/chp_1_1/chp_1_1_4/chp_1_1_4_3/chp_1_1_4_3_8/default.asp Corporate Governance Guidelines. (2014, September 4). Retrieved April 20, 2015, from http://www.verizon.com/about/sites/default/files/Corporate-Governance-Guidelines.pdf

Corporate Governance Guidelines Corporate Governance Guidelines. (2014, September 4). Retrieved April 20, 2015, from http://www.verizon.com/about/sites/default/files/Corporate-Governance-Guidelines.pdf

Definitive Proxy Statement. (2015, March 23) Definitive Proxy Statement. (2015, March 23). Retrieved April 21, 2015, from https://www.sec.gov/Archives/edgar/data/732712/000119312515101695/d813569ddef14a.htm#toc813569_2

Board of Directors g Lowell C. McAdam is chairman and chief executive officer of Verizon Communications, a leading provider of wireless, fiber-optic and global Internet networks and services. He was named CEO on Aug. 1, 2011, and chairman on Jan. 1, 2012. Mark T. Bertolini is Chairman and Chief Executive Officer of Aetna Inc., a Fortune 100 diversified healthcare benefits company with $58.0 billion in 2014 revenue. Shellye L. Archambeau is Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk, compliance and quality management solutions to corporations across diverse industries. She is a member of the Audit Committee as well as the Corporate Governance and Policy Committee. Richard L. Carrión is chairman of the Finance committee. He is also a member of the Corporate Governance and Policy Committee, as well as the Human Resources Committee. He has served for over 19 years as Chairman and Chief Executive Officer of Popular, Inc., a diversified bank holding company, and Banco Popular de Puerto Rico, Popular Inc.’s principal bank subsidiary. The Verizon Board of Directors consists of 12 members. The board of director members that are labeled in red are Verizon insiders. The ones labeled in black are outsiders. Board of Directors. (n.d.). Retrieved April 20, 2015, from http://www.verizon.com/about/investors/board-directors

Board of Directors Melanie L. Healey is a member of the Human Resources Committee. She is Group President and Advisor to the Chairman and Chief Executive Officer of The Procter & Gamble Company, one of the world’s leading providers of branded consumer packaged goods. Robert W. Lane is a member of the Finance Committee. He served as Chairman and Chief Executive Officer of Deere & Company, an equipment manufacture, from 2000 to 2009. M. Frances Keeth is the chairman of the Corporate Governance and Policy committee. She is also a member of the Audit and Finance Committee. She was Executive Vice President of Royal Dutch Shell plc, a global energy company, from 2005 to 2006, and was President and Chief Executive Officer of Shell Chemicals LP from 2001 to 2006. Donald T. Nicolaisen is the chairman of the Audit committee and a member of the Corporate Governance and Policy Committee. He served as Chief Accountant of the United States Securities and Exchange Commission (SEC) from 2003 to 2005. Since 2006, Mr. Nicolaisen has served as a director of MGIC Investment Corporation, Morgan Stanley, and Zurich Insurance Group. Board of Directors. (n.d.). Retrieved April 20, 2015, from http://www.verizon.com/about/investors/board-directors

Board of Directors Clarence Otis, Jr. is the chairman of the Human Resources committee. He is also a member of the Audit and the Finance Committee. He is the former Chairman and Chief Executive Officer of Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world. He served as CEO of Darden Restaurants from 2004 to 2014 and as Chairman from 2005 to 2014. Kathryn A. Tesija is a member of the Corporate Governance and Policy Committee. Executive Vice President and Chief Merchandising and Supply Chain Officer of Target Corporation, the second largest discount retailer in the United States — a position she has held since 2008. Rodney E. Slater is a member of the Corporate Governance and Policy Committee. Partner at the law firm Squire Patton Boggs LLP, practicing in the areas of transportation, infrastructure and public policy, a position he has held since 2001. Gregory D. Wasson is a member of the Audit and the Human Resources Committee. He is the former President and Chief Executive Officer of Walgreens Boots Alliance, Inc., the first global pharmacy-led health and wellbeing enterprise. Mr. Wasson also served as a director of AmerisourceBergen Corporation through January 2015. Board of Directors. (n.d.). Retrieved April 20, 2015, from http://www.verizon.com/about/investors/board-directors

Corporate Governance - What we would like to see. Definitions of key terms (i.e. “independent director”) in Plain English We had to use an outside source, such as NASDAQ, to find the difference between the independent and non-employee director. It would be helpful for verizon to include more in-depth explanations of these terms in “plain english” for all levels of shareholders to comprehend.

Company Financials - 2014 Annual Report 2014 Annual Report. (2015). Retrieved April 21, 2015, from http://www.verizon.com/about/sites/default/files/2014_vz_annual_report.pdf

Company Financials From 2014 Annual Report MD&A From Feb. 21, 2014 Verizon Press Release Verizon Communications Inc. now has full ownership of Verizon Wireless. 2014 Annual Report. (2015). Retrieved April 21, 2015, from http://www.verizon.com/about/sites/default/files/2014_vz_annual_report.pdf Verizon Completes Acquisition of Vodafone's 45 Percent Indirect Interest in Verizon Wireless. (2014, February 21). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-completes-acquisition-vodafones-45-percent-indirect-interest-verizon-wireless

Company Financials - 2014 Annual Report 2014 Annual Report. (2015). Retrieved April 21, 2015, from http://www.verizon.com/about/sites/default/files/2014_vz_annual_report.pdf Total Revenue 2014 = $127,079,000,000 - higher than both 2013 and 2012 Net income 2014 - $11,956,000,000 - significantly lower than 2013, but higher than 2012

Company Financial - 1Q 2015 Form 8-K. (2015, April 21). Retrieved April 21, 2015, from http://verizon.api.edgar-online.com/EFX_dll/EdgarPro.dll?FetchFilingHTML1?SessionID=Vahn6mkls7wXpWm&ID=10636297

Company Financial - 1Q 2015 Form 8-K. (2015, April 21). Retrieved April 21, 2015, from http://verizon.api.edgar-online.com/EFX_dll/EdgarPro.dll?FetchFilingHTML1?SessionID=Vahn6mkls7wXpWm&ID=10636297 Verizon Reports Strong Balanced Results; Delivers Customer, Earnings and Cash Flow Growth in First Quarter. (2015, April 21). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-strong-balanced-results-1q-2015

Revenue for 1Q 2015 = $31,984,000,000 - up %3.8 from 1Q 2014 Net Income 1Q 2015 = $4,338,000,000 - down %27.5 from 1Q 2014 EPS 1Q 2015 = $1.03 - down %10.4 from 1Q 2014 Verizon Reports Strong Balanced Results; Delivers Customer, Earnings and Cash Flow Growth in First Quarter. (2014, April 21). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-strong-balanced-results-1q-2015

Company Financial - 4Q 2014 Verizon Reports High-Quality Customer Additions in 4Q, Caps Year in Position to Drive Continued Profitable Growth. (2015, January 22). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-high-quality-customer-additions-4q-caps-year-position-drive-continued

Verizon Reports High-Quality Customer Additions in 4Q, Caps Year in Position to Drive Continued Profitable Growth. (2015, January 22). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-high-quality-customer-additions-4q-caps-year-position-drive-continued Revenue for 4Q 2014 = $33,192,000,000 - up %6.8 from 4Q 2013 Net Income for 4Q 2014 = -$2,148,000,000 EPS for 4Q 2014 = -.54

Company Financials - What we expected to find. We expected Verizon to have a good profit, but we were not sure of exact figures. We were surprised by the significant decrease in net income between 2014 and 2013 as well as the decrease in earnings per share.

Discussion of Overall Performance - CEO Lowell C. McAdam Letter to Shareholders 4Q 2014 Earnings Report Quote from Feb. 21, 2014 Verizon Press Release The excerpt from the 2014 press release is a demonstration of Verizon CEO, Lowell Mcadam’s opinion about the Vodafone acquisition; a major business the decision for the company, as reflected in their final earnings. 2014 Annual Report. (2015). Retrieved April 21, 2015, from http://www.verizon.com/about/sites/default/files/2014_vz_annual_report.pdf Verizon Completes Acquisition of Vodafone's 45 Percent Indirect Interest in Verizon Wireless. (2014, February 21). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-completes-acquisition-vodafones-45-percent-indirect-interest-verizon-wireless Verizon Reports High-Quality Customer Additions in 4Q, Caps Year in Position to Drive Continued Profitable Growth. (2015, January 22). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-high-quality-customer-additions-4q-caps- year-position-drive-continued 2014 Annual Report MD&A

References 2014 Annual Report. (2015). Retrieved April 21, 2015, from http://www.verizon.com/about/sites/default/files/2014_vz_annual_report.pdf 5600. Corporate Governance Requirements. (n.d.). Retrieved April 20, 2015, from http://nasdaq.cchwallstreet.com/nasdaq/main/nasdaq-equityrules/chp_1_1/chp_1_1_4/chp_1_1_4_3/chp_1_1_4_3_8/default.asp Board of Directors. (n.d.). Retrieved April 20, 2015, from http://www.verizon.com/about/investors/board-directors Corporate Governance Guidelines. (2014, September 4). Retrieved April 20, 2015, from http://www.verizon.com/about/sites/default/files/Corporate-Governance-Guidelines.pdf Form 8-K. (2015, April 21). Retrieved April 21, 2015, from http://verizon.api.edgar-online.com/EFX_dll/EdgarPro.dll?Fetch FilingHTML1?SessionID=Vahn6mkls7wXpWm&ID=10636297 Governance Framework. (n.d.). Retrieved April 20, 2015, from http://www.verizon.com/about/investors/board-framework Verizon Completes Acquisition of Vodafone's 45 Percent Indirect Interest in Verizon Wireless. (2014, February 21). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-completes-acquisition-vodafones-45-percent-indirect-interest-verizon-wireless Verizon Reports High-Quality Customer Additions in 4Q, Caps Year in Position to Drive Continued Profitable Growth. (2015, January 22). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-high-quality-customer-additions-4q-caps- year-position-drive-continued Verizon Reports Strong Balanced Results; Delivers Customer, Earnings and Cash Flow Growth in First Quarter. (2014, April 21). Retrieved April 21, 2015, from http://www.verizon.com/about/news/verizon-reports-strong-balanced-results-1q-2015