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Cellco Partnership – ‘10-Q’ for 9/30/04

On:  Tuesday, 11/9/04, at 11:23am ET   ·   For:  9/30/04   ·   Accession #:  950103-4-1613   ·   File #:  333-92214

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/09/04  Cellco Partnership                10-Q        9/30/04    6:1.1M                                   Davis Polk & … LLP 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    247K 
 2: EX-10.37    Material Contract                                    413   1.43M 
 3: EX-31.01    Certification per Sarbanes-Oxley Act (Section 302)  HTML     12K 
 4: EX-31.02    Certification per Sarbanes-Oxley Act (Section 302)  HTML     12K 
 5: EX-32.01    Certification per Sarbanes-Oxley Act (Section 906)  HTML      8K 
 6: EX-32.02    Certification per Sarbanes-Oxley Act (Section 906)  HTML      8K 

OR

Commission file number 333-92214

Registrant’s telephone number (908) 306-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x    No __

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes      No   x  

See Notes to Unaudited Condensed Consolidated Financial Statements

1

Condensed Consolidated Balance Sheets
Cellco Partnership (d/b/a Verizon Wireless)

2

Condensed Consolidated Statements of Cash Flows
Cellco Partnership (d/b/a Verizon Wireless)

3

Notes to Unaudited Condensed Consolidated Financial Statements
Cellco Partnership (d/b/a Verizon Wireless)

Cellco Partnership (the ‘‘Partnership’’), doing business as Verizon Wireless, provides wireless voice and data services and related equipment to consumers and business customers in its markets. The Partnership’s wireless network covers 49 of the 50 most populated metropolitan areas throughout the United States.

The accompanying unaudited interim financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules and regulations for interim reporting. These rules and regulations allow certain information required under accounting principles generally accepted in the United States of America to be condensed or omitted, provided that the interim financial statements, when read in conjunction with the Partnership’s annual audited consolidated financial statements included in the most recent Annual Report on Form 10-K for the year ended December 31, 2003, provide a fair presentation of the Partnership’s interim financial position, results of operations and cash flows. These interim financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items.

Certain reclassifications have been made to the 2003 condensed consolidated financial statements to conform to the current period presentation.

The Partnership treats wireless licenses as an indefinite life intangible asset under the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” The wireless licenses are not amortized but rather tested for impairment. The Partnership will reevaluate the useful life determination for wireless licenses at least annually to determine whether events and circumstances continue to support an indefinite useful life.

When testing the carrying value of the wireless licenses for impairment, the Partnership determines the fair value of the aggregated wireless licenses by subtracting from enterprise discounted cash flows (net of debt) the fair value of all of the other net tangible and intangible assets, including previously unrecognized intangible assets. This approach is generally referred to as the residual method. In addition, the fair value of the aggregated wireless licenses is then subjected to a reasonableness analysis using public information of comparable wireless carriers. If the fair value of the aggregated wireless licenses as determined above is less than the aggregated carrying amount of the licenses, an impairment is recognized.

On September 29, 2004, the SEC issued a Staff Announcement regarding the “Use of the Residual Method to Value Acquired Assets other than Goodwill.” The Staff Announcement requires SEC registrants to adopt a direct value method of assigning value to intangible assets acquired in a business combination under SFAS No. 141, “Business Combinations,” effective for all business combinations completed after September 29, 2004. Further, all intangible assets valued under the residual method prior to this adoption are required to be tested for impairment using a direct value method no later than the beginning of 2005. Any impairment of intangible assets recognized upon application of a direct value method by entities previously applying the residual method should be reported as a cumulative effect of a change in accounting principle. Under this Staff Announcement, the reclassification of recorded balances between goodwill and intangible assets prior to the adoption of this Staff Announcement is prohibited. The Partnership is currently evaluating the provisions of this Staff Announcement to determine the impact of adopting a direct value method, if any, on its results of operations and financial condition.

4

The changes in the carrying amount of wireless licenses are as follows:

Acquisitions in the nine months ended September 30, 2004 consisted of various individually immaterial wireless licenses and partnership interests.

In May 2003, the Partnership acquired 50 personal communications services licenses and related network assets from Northcoast Communications, L.L.C. (“Northcoast”) for approximately $762 million in cash, which included $12 million in working capital adjustments. The licenses provide the Partnership with additional growth capacity over large portions of the East Coast and Midwest. The total population covered by the licenses is approximately 47 million.

Other acquisitions in the nine months ended September 30, 2003 consisted of various individually immaterial wireless licenses and partnership interests.

All of the acquisitions of businesses included in these amounts were accounted for under the purchase method of accounting with results of operations included in the consolidated statements of operations from the date of acquisition. Had the acquisitions of businesses been consummated on January 1 of the year preceding the year of acquisition, the results of these acquired operations would not have had a significant impact on the Partnership’s consolidated results of operations for each of the periods presented.

5

The following table presents information about the Partnership’s acquisitions for the nine months ended September 30, 2004 and 2003:

(a) Purchase price includes cash, assumption of debt, as well as the fair value of assets exchanged, as applicable.

The Partnership provides pension benefits to certain eligible employees hired before January 1, 2001 or to certain employees who were participants in a defined benefit pension plan formerly sponsored by legacy companies. These plans include a qualified pension plan, a nonqualified pension plan and a postretirement benefit plan.

Under the terms of an investment agreement entered into among the Partnership, Verizon Communications Inc. (“Verizon”) and Vodafone Group Plc (“Vodafone”) on April 3, 2000, Vodafone may require the Partnership to purchase up to an aggregate of $20 billion of Vodafone’s interest in the Partnership, at its then fair market value. Up to $10 billion was redeemable during the 61-day period that opened on June 10 and closed on August 9 in 2004. Vodafone did not exercise its redemption rights during that period. As a result, $20 billion, not to exceed $10 billion in any one year, remains redeemable during the 61-day periods opening on June 10 and closing on August 9 in 2005, 2006 and/or 2007. Verizon has the right, exercisable at its sole discretion, to purchase all or a portion of this interest instead of the Partnership. However, even if Verizon exercises this right, Vodafone has the option to require the Partnership to purchase up to $7.5 billion of this interest redeemable during the 61-day periods opening on June 10 and closing on August 9 in 2005, 2006 and/or 2007 with cash or contributed debt. Accordingly, $20 billion of partners’ capital has been classified as redeemable on the accompanying condensed consolidated balance sheets.

The U.S. Wireless Alliance Agreement contains a provision, subject to specified limitations, that requires Vodafone and Verizon to indemnify the Partnership for certain contingencies, excluding PrimeCo Personal Communications L.P. contingencies, arising prior to the formation of Verizon Wireless.

6

The Partnership is subject to lawsuits and other claims including class actions, product liability, patent infringement, intellectual property, antitrust, partnership disputes, and claims involving the Partnership’s relations with resellers and agents. The Partnership is also defending lawsuits filed against the Partnership and other participants in the wireless industry alleging various adverse health effects as a result of wireless phone usage. Various consumer class action lawsuits allege that the Partnership breached contracts with consumers, violated certain state consumer protection laws and other statutes and defrauded customers through concealed or misleading billing practices. These matters may involve indemnification obligations by third parties and/or affiliated parties covering all or part of any potential damage awards against the Partnership and/or insurance coverage.

From time to time, the Partnership receives inquiries from state Attorneys General offices or other consumer-protection agencies seeking information about our advertising, consumer disclosures and/or billing practices. In March 2001, the Partnership and two other wireless carriers received a letter of inquiry on behalf of a multi-state group of Attorneys General, requesting information concerning the advertising and marketing of various products and services offered by the Partnership, as well as information concerning various billing practices. In July 2004, each of the wireless carriers entered into an Assurance of Voluntary Compliance with 32 states concluding the inquiry with respect to those 32 states. The Assurance requires each of the carriers to adopt certain advertising, sales and billing practices. The Partnership does not expect the settlement to have a material impact on the Partnership’s business practices, results of operations or financial condition.

All of the above matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the ultimate liability with respect to these matters as of September 30, 2004 cannot be ascertained. The potential effect, if any, on the consolidated financial statements of the Partnership, in the period in which these matters are resolved, may be material.

In addition to the aforementioned matters, the Partnership is subject to various other legal actions and claims in the normal course of business. While the Partnership’s legal counsel cannot give assurance as to the outcome of each of these other matters, in management’s opinion, based on the advice of such legal counsel, the ultimate liability with respect to any of these actions, or all of them combined, will not materially affect the consolidated financial statements of the Partnership.

Proposed Acquisitions

On July 1, 2004, the Partnership signed an agreement with Qwest Wireless, L.L.C. to purchase Qwest Wireless' spectrum licenses and wireless network assets for $418 million, increasing its capacity in key existing markets and expanding its network into new markets. The agreement includes spectrum licenses in 62 markets in 14 western and mid-western states, covering a population of 30.8 million people. The transaction remains subject to Federal Communications Commission (“FCC”) approval and is expected to close in the first quarter of 2005.

The Partnership announced on July 8, 2004 that it had won the spectrum license for the New York metropolitan area auctioned by NextWave Telecom Inc. Under the terms of the purchase agreement, the Partnership agreed to pay $930 million for the license. The license covers a population of 20.1 million people for the New York, New York Basic Trading Area, and will be used to expand the Partnership’s network capacity to meet customers’ growing demand for voice and data services. The transaction closed on October 29, 2004.

On October 1, 2004, the Partnership purchased certain spectrum licenses in Indiana from Centennial Michiana License Company LLC for $24 million. These licenses provide the Partnership with additional growth capacity, serving a total population of approximately 1.9 million.

On November 4, 2004, the Partnership announced that it had signed a definitive agreement to acquire spectrum licenses in 23 markets around the country. The licenses will be acquired for $3 billion through the purchase of the stock of NextWave Telecom Inc. following the completion of its bankruptcy reorganization, when it will own no assets other than the licenses. The Partnership expects to fund the purchase through cash flow from operations and inter-company loans. The licenses will be used to expand the Partnership’s network capacity in key markets. The transaction, which is subject to approval by the Federal Bankruptcy Court and the FCC, as well as antitrust regulatory review, is expected to close by mid-2005.

7

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, “we”, “our”, “us” and “the Partnership” refer to Cellco Partnership d/b/a Verizon Wireless.

The following discussion and analysis should be read in conjunction with our consolidated financial statements for each of the three years ended December 31, 2003 and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations," all of which are contained in our Annual Report on Form 10-K (No. 333-92214).

See “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of factors that could cause our future results to differ from our historical results.

We are a leading wireless communications provider in the United States in terms of the number of customers, network coverage, revenues and operating income. We have one of the largest wireless networks in the United States, covering 49 of the 50 most populated metropolitan areas throughout the United States. We believe our leadership position within the wireless industry will allow us to take advantage of increasing penetration and usage trends within the United States in the coming years. We provide wireless voice and data services and related equipment to consumers and business customers in our markets.

Our goal is to be the acknowledged market leader in providing wireless voice and data communication services in the U.S. Our focus is on providing a high-quality, differentiated service across a cost-effective digital network designed to meet the growing needs of our customers. To accomplish this goal, we will continue to implement the following key elements of our business strategy to differentiate our service:

• Provide the highest network quality through our code division multiple access (“CDMA”) 1XRTT technology and the deployment of a new CDMA-based network technology, Evolution Data Optimized (“EV-DO”), which significantly increases data transmission rates.
• Profitably acquire, satisfy and retain our customers and increase the value of our service offerings to customers while achieving revenue and net income growth.
• Continue to expand our wireless data, messaging and multi-media offerings for both consumer and business customers and take advantage of the growing demand for wireless data services.
• Focus on operating margins and capital efficiency by driving down costs and leveraging our scale advantage.

In addition, there is substantial competition in the wireless telecommunications industry. We compete primarily against a number of major wireless service providers. Additionally, we expect to face increased competition from mobile virtual network operator resellers, who buy wireless service on a wholesale basis from facilities-based providers. We believe that the following are the most important competitive factors in our industry: network technology, quality and coverage; customer service; distribution; brand recognition and capital resources.

As a result of competition, we may encounter further market pressures to:

• respond to particular short-term, market-specific situations, for example, promotional service pricing or equipment offers;
• introduce new service offerings that are less profitable and restructure our service packages to offer more value;
• increase advertising spending; and/or
• increase our capital investment to ensure we retain our market leadership in service quality.

Such market pressures could cause us to experience lower revenues, margins and average revenue per user, as well as increased capital spending to ensure proper capacity levels.

The following items highlight selected elements of our results of operations and financial position in the third quarter of 2004 as they relate to our key business strategies:

Customer growth: We ended the third quarter of 2004 with 42.1 million customers, an increase of 16.9% over the third quarter of 2003. We added almost 1.7 million net customers during the quarter while reducing our total churn to 1.53%, compared to 1.85% in the third quarter of 2003. Retail postpaid customers comprised 92% of our total customer base as of September 30, 2004.

8

Revenue growth: Total revenue grew by 23% in the third quarter of 2004 compared to the third quarter of 2003, to $7.3 billion, driven by increased service revenue per customer and customer growth.

Capital expenditures: We invested $4.1 billion primarily in our network in the first nine months of 2004 in order to increase capacity on our network for usage demand and to facilitate the introduction of new products and services through new technologies such as EV-DO. During the third quarter of 2004, we announced the deployment of BroadbandAccess in 12 new markets, bringing the total number of major metropolitan markets in which this service is deployed to 14. We expect to have deployed BroadbandAccess, which is powered by our EV-DO third generation wide-area network, in one-third of our network, where approximately 75 million people reside, by the end of 2004.

Cash flows: We generated approximately $7.1 billion of cash from operating activities during the first nine months of 2004, an increase of $1.7 billion over the first nine months of 2003. We used this cash not only to invest in our network through capital expenditures, but also to provide more than $3.2 billion in distributions to our owners.

The following discussion and analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, the accounting for: allowance for uncollectible accounts receivable, unbilled revenue, fair values of financial instruments, depreciation and amortization, useful life and impairment of assets, accrued expenses, inventory reserves, equity in income (loss) of unconsolidated entities, employee benefits, income taxes, contingencies and allocation of purchase prices in connection with business combinations. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from those estimates.

We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Revenue Recognition

We recognize service revenue based upon access to the network (access revenue) and usage of the network (airtime/usage revenue), net of credits and adjustments for service discounts. We are required to make estimates for service revenue earned but not yet billed at the end of each reporting period. These estimates are based primarily upon historical minutes of use processed. Our revenue recognition policies are in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 101, ‘‘Revenue Recognition in Financial Statements,” Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” and SAB No. 104, “Revenue Recognition.”

Allowance for Doubtful Accounts

We maintain allowances for uncollectible accounts receivable for estimated losses resulting from the inability of our customers to make required payments. We base our estimates on our historical write-off experience, net of recoveries and the aging of our accounts receivable balances.

Valuation of Inventory

We maintain estimated inventory valuation reserves for obsolete and slow moving inventory. We base our estimates on an analysis of inventory agings. Changes in technology may require us to provide additional reserves.

Depreciation Expense

When recording our depreciation expense associated with our network assets, we use estimated useful lives and the straight-line method of accounting. As a result of changes in our technology and industry conditions, we periodically evaluate the useful lives of our network assets. These evaluations could result in a change in our assets’ useful lives in future periods.

9

Intangible Assets

Our principal intangible assets are licenses, including licenses associated with equity method investments, which provide us with the exclusive right to utilize certain radio frequency spectrum to provide wireless communication services. Our wireless licenses have been treated as an indefinite life intangible asset under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” and are no longer amortized but are tested for impairment at least annually or more often if events or circumstances warrant.

When testing the carrying value of the wireless licenses for impairment, we determine the fair value of the aggregated wireless licenses by subtracting from enterprise discounted cash flows (net of debt) the fair value of all of the other net tangible and intangible assets, including previously unrecognized intangible assets. This approach is generally referred to as the residual method. In addition, the fair value of the aggregated wireless licenses is then subjected to a reasonableness analysis using public information of comparable wireless carriers. If the fair value of the aggregated wireless licenses as determined above is less than the aggregated carrying amount of the licenses, an impairment is recognized.

On September 29, 2004, the SEC issued a Staff Announcement regarding the “Use of the Residual Method to Value Acquired Assets other than Goodwill.” The Staff Announcement requires SEC registrants to adopt a direct value method of assigning value to intangible assets acquired in a business combination under SFAS No. 141, “Business Combinations,” effective for all business combinations completed after September 29, 2004. Further, all intangible assets valued under the residual method prior to this adoption are required to be tested for impairment using a direct value method no later than the beginning of 2005. Any impairment of intangible assets recognized upon application of a direct value method by entities previously applying the residual method should be reported as a cumulative effect of a change in accounting principle. Under this Staff Announcement, the reclassification of recorded balances between goodwill and intangible assets prior to the adoption of this Staff Announcement is prohibited. We are currently evaluating the provisions of this Staff Announcement to determine the impact of adopting a direct value method, if any, on our results of operations and financial condition.

Valuation of Long-Lived Assets

Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

We ended the third quarter of 2004 with 42.1 million customers, compared to 36.0 million customers at the end of the third quarter of 2003, an increase of 6.1 million net new customers, or 16.9% . All of these new customers were the result of internal growth. The overall composition of our customer base as of September 30, 2004 was 92% retail postpaid, 4% retail prepaid and 4% resellers, compared to 91% retail postpaid, 5% retail prepaid and 4% resellers as of September 30, 2003.

Approximately 40.2 million, or 96% of our customers as of September 30, 2004, subscribed to CDMA digital service, compared to 33.5 million, or 93% as of September 30, 2003.

10

Approximately 1.7 million customers were added through internal growth during the third quarter of 2004, compared to 1.4 million during the third quarter of 2003. Retail net additions, which accounted for approximately 94% of the total customers added during the third quarter of 2004, increased more than 24%, compared to the third quarter of 2003.

Our total average monthly churn rate, the rate at which customers disconnect service, decreased to 1.53% in the third quarter of 2004 and the nine months ended September 30, 2004, compared to 1.85% in the third quarter of 2003 and 1.88% for the nine months ended September 30, 2003, as a result of decreased churn in both our retail and reseller customer bases.

Total operating revenue grew by $1,369 million, or 23.0%, in the third quarter of 2004 and $3,815 million, or 23.1%, for the nine months ended September 30, 2004, compared to similar periods in 2003.

Service revenue. Service revenue grew by $1,090 million, or 20.6%, in the third quarter of 2004 and $2,963 million, or 19.8%, for the nine months ended September 30, 2004, compared to similar periods in 2003. This increase was primarily due to the 16.9% increase in customers as well as an increase in average service revenue per customer for the three and nine months ended September 30, 2004 compared to similar periods in 2003. In addition, data revenue grew by $182 million, or 152%, in the third quarter of 2004 and $478 million, or 171%, for the nine months ended September 30, 2004, compared to similar periods in 2003, as a result of increased use of our messaging and other data services, such as Get It Now®, Get Pix and Get Txt. Data revenue accounted for 4.7% of service revenue in the third quarter of 2004, compared to 2.3% in the third quarter of 2003, and 4.2% for the nine months ended September 30, 2004, compared to 1.9% for the nine months ended September 30, 2003.

Average service revenue per customer per month increased 3.1% to $51.58 for the third quarter of 2004 and increased 2.7% to $50.18 for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were primarily due to the higher proportion of customers choosing higher access price plans, including our America’s Choice price plans, as well as an increase in data revenue per customer, partially offset by decreased roaming revenue as a result of the continued increase in the popularity of bundled pricing plans.

Equipment and other revenue. Equipment and other revenue grew by $279 million, or 43.4%, in the third quarter of 2004 and $852 million, or 55.5%, for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were primarily attributable to an increase in equipment revenue of $162 million in the third quarter of 2004 and $451 million for the nine months ended September 30, 2004, compared to similar periods in 2003. The increase in equipment revenue was caused by an increase in handsets sold (including higher-priced color and camera phones and other data devices) of 35% in the third quarter of 2004 and 31% for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were in turn driven primarily by an increase in equipment upgrades as well as gross retail customer additions in the third quarter of 2004 and the nine months ended September 30, 2004, compared to similar periods in 2003.

Revenue associated with certain regulatory fees, primarily the Universal Service Fund (“USF”), increased by $14 million in the third quarter of 2004 and $67 million for the nine months ended September 30, 2004, compared to similar periods in 2003. The increase in the associated payments of these fees is reflected in selling, general and administrative expense. In addition, revenue generated from local number portability (“LNP”) cost recovery surcharges, which we began to collect in March 2004, was $45 million in the third quarter of 2004 and $102 million for the nine months ended September 30, 2004. We plan to phase out the collection of these surcharges by the end of 2004.

11

Cost of service. Cost of service grew by $117 million, or 14.2%, in the third quarter of 2004 and $294 million, or 12.6%, for the nine months ended September 30, 2004, compared to similar periods in 2003. The increase was primarily due to increased network costs caused by increased network minutes of use of approximately 44% for the third quarter of 2004 and 47% for the nine months ended September 30, 2004, compared to similar periods in 2003, partially offset by lower roaming, local interconnection and long distance rates. Service margins (service revenue less cost of service, divided by service revenue) were 85.3% for the third quarter of 2004, compared to 84.5% for the third quarter of 2003 and 85.4% for the nine months ended September 30, 2004, compared to 84.4% for the nine months ended September 30, 2003.

Cost of equipment. Cost of equipment grew by $275 million, or 30.8%, in the third quarter of 2004 and $604 million, or 25.3%, for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were primarily attributed to an increase in handsets sold, driven by higher equipment upgrades and gross retail activations for the third quarter of 2004 and the nine months ended September 30, 2004, compared to similar periods in 2003. The increases in handsets sold and equipment upgrades caused negative equipment margins (equipment revenue less equipment cost) to increase for the third quarter of 2004 and the nine months ended September 30, 2004, compared to similar periods in 2003.

Selling, general and administrative expenses. Selling, general and administrative expenses grew by $308 million, or 14.6%, in the third quarter of 2004 and $991 million, or 16.7%, for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were primarily due to an increase in salary and benefits expense of $180 million for the third quarter of 2004 and $553 million for the nine months ended September 30, 2004, compared to similar periods in 2003. The salary and benefits expense increase was the result of both higher per employee salary and benefits costs and an increase in our number of employees, principally in the sales and customer care areas.

Also contributing to the selling, general and administrative expense increases was a $27 million aggregate increase in sales commissions in our direct and indirect channels, for the third quarter of 2004 and an $109 million increase for the nine months ended September 30, 2004, compared to similar periods in 2003, primarily related to the increase in gross customer additions and customer renewals in the third quarter of 2004 and the nine months ended September 30, 2004, compared to similar periods in 2003. Advertising and promotion expenses increased by $20 million in the third quarter of 2004 and $88 million for the nine months ended September 30, 2004, compared to similar periods in 2003. To the extent gross customer additions and customer renewals continue to increase, we expect to continue to incur increased customer acquisition and retention-related expenses.

In addition, costs associated with certain regulatory fees, primarily USF, increased by $17 million in the third quarter 2004 and $63 million for the nine months ended September 30, 2004, compared to similar periods in 2003. The revenue associated with these fees is reflected in equipment and other revenue. See equipment and other revenue discussion above.

Depreciation and amortization. Depreciation and amortization increased by $147 million, or 14.7%, in the third quarter of 2004 and $442 million, or 15.4%, for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were primarily due to increased depreciation expense related to an increase in depreciable assets.

12

Interest expense, net. Interest expense, net decreased by $6 million, or 3.7%, in the third quarter of 2004 and increased by $15 million, or 3.1%, for the nine months ended September 30, 2004, compared to similar periods in 2003. The decrease in the third quarter of 2004 was primarily due to lower average debt levels and higher capitalized interest, partially offset by an increase in the weighted average interest rate for borrowings from Verizon Communications Inc. (“Verizon Communications”) from approximately 5.0% in the third quarter of 2003 to approximately 5.8% in the third quarter 2004. The increase for the nine months ended September 30, 2004 was primarily due to an increase in the weighted average interest rate for borrowings from Verizon Communications from approximately 5.2% in the first nine months of 2003 to approximately 6.1% in the first nine months of 2004, partially offset by higher capitalized interest and lower average debt levels.

Minority interests. Minority interests increased by $12 million, or 31.6%, for the third quarter of 2004 and $40 million, or 34.5%, for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were mainly attributable to increases in the income from subsidiary partnerships.

Equity in income of unconsolidated entities. Equity in income of unconsolidated entities increased by $27 million, or 675.0%, for the third quarter of 2004 and $29 million, or 263.6%, for the nine months ended September 30, 2004, compared to similar periods in 2003. These increases were mainly attributable to the recording of a gain on the disposal of certain equity investments in July 2004.

Provision for income taxes. The Partnership is not subject to federal or state tax on income generated from markets it owns directly or through partnership entities. However, the Partnership does own some of its markets through corporate entities, which are required to provide for both federal and state tax on their income. The tax provision was $99 million for the third quarter of 2004 and $269 million for the nine months ended September 30, 2004. The effective tax rates were 6.7% for the third quarter of 2004, compared to 6.8% for the third quarter of 2003 and 7.0% for the nine months ended September 30, 2004, compared to 7.2% for the nine months ended September 30, 2003. The decrease in the effective tax rates for the three and nine months ended September 30, 2004 was mainly attributable to a decrease in the proportion of income earned through corporate entities compared to markets owned directly or through partnership entities.

Historically, we have funded our operations and other cash needs utilizing internally generated funds, intercompany and external borrowings and capital contributions. We expect to rely on a combination of internally generated, intercompany and external funds to fund continued capital expenditures, acquisitions, distributions and debt service needs. Sources of future intercompany and external financing requirements may include a combination of debt financing provided through intercompany debt facilities with Verizon Communications, borrowings from banks or debt issued in private placements or in the public markets. We believe that internally generated funds will be sufficient to fund capital expenditures, distributions and interest payments on our debt in the next several years. Internally generated funds would not be sufficient to repay principal on our debt, including demand notes owed to Verizon Communications (if we were required to repay that debt in the next several years) and other short-term debt, including the $1.5 billion of Floating Rate Notes due May 23, 2005, and would not be sufficient to honor any exercise of Vodafone Group Plc’s (“Vodafone”) put rights. See “Cash Flows Used In Financing Activities.” We expect to refinance our outstanding debt when due with new debt financings, including debt financing provided either through intercompany borrowings, private placements, bank borrowings or public financing, and would seek other financing to honor any exercise of the put rights. While we believe we could obtain financing, Verizon Communications has no commitment to provide any financing to us, and we have no commitments from third parties.

In addition to the potential cash needs described above, we have needed and may continue to need to secure additional financing for acquisitions of additional spectrum licenses and wireless service providers. See “Other Factors That May Affect Future Results – Recent Developments.” The failure to obtain financing on commercially reasonable terms or at all could result in the delay or abandonment of our development and expansion plans or our inability to continue to provide service in all or portions of some of our markets, which could harm our ability to attract and retain customers.

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Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Commitments” in our Annual Report on Form 10-K for a description of our contractual obligations and commitments as of December 31, 2003. Except as noted herein, there were no material changes to our contractual obligations and commitments as of September 30, 2004 from the information set forth in the Annual Report on Form 10-K.

Our primary source of funds continues to be cash generated from operations. Cash flows provided by operating activities was $7.1 billion for the nine months ended September 30, 2004, an increase of more than $1.7 billion, compared to the similar period in 2003. This increase was primarily due to our net income improvement.

Capital expenditures continue to be our primary use of cash for investing activities. Our capital expenditures, excluding acquisitions, were $4.1 billion for the nine months ended September 30, 2004, compared to $3.1 billion for the similar period in 2003, and were used primarily to increase the capacity of our wireless network for usage demand, facilitate the introduction of new products and services and increase the operating efficiency and productivity of our wireless network. We expect total capital expenditures, excluding acquisitions, to be approximately $5.5 billion in 2004 and that we will have substantial capital requirements thereafter.

We invested $11 million during the first nine months of 2004 to purchase a minority partner’s interest in one of our partnerships and to purchase certain wireless licenses in Arkansas. In the first nine months of 2003, we invested $919 million in acquisitions, including $762 million to purchase the Northcoast Communications LLC’s (“Northcoast”) licenses, $39 million to purchase a general partnership interest in Virginia 10 RSA Limited Partnership and $98 million to reimburse Verizon Communications for the purchase of a minority interest in one of its subsidiaries that was a partner in the Partnership.

Net investing activities also includes a $186 million deposit related to the spectrum license for the New York metropolitan area, which we won in July 2004 in an auction by NextWave Telecom Inc.

Proposed Acquisitions

We expect to spend a significant amount of cash over the next several months and in early 2005 on the following proposed acquisitions:

On July 1, 2004 we signed an agreement with Qwest Wireless, L.L.C. to purchase Qwest Wireless' spectrum licenses and wireless network assets for $418 million, increasing our capacity in key existing markets and expanding our network into new markets. The agreement includes spectrum licenses in 62 markets in 14 western and mid-western states, covering a population of 30.8 million people. The transaction remains subject to Federal Communications Commission (“FCC”) approval and is expected to close in the first quarter of 2005.

On November 4, 2004, we announced that we had signed a definitive agreement to acquire spectrum licenses in 23 markets around the country. The licenses will be acquired for $3 billion through the purchase of the stock of NextWave Telecom Inc. following the completion of its bankruptcy reorganization, when it will own no assets other than the licenses. We expect to fund the purchase through cash flow from operations and inter-company loans. The licenses will be used to expand our network capacity in key markets. The transaction, which is subject to approval by the Federal Bankruptcy Court and the FCC, as well as antitrust regulatory review, is expected to close by mid-2005.

Acquisition Completed after Reporting Period

On July 8, 2004 we announced that we had won the spectrum license for the New York metropolitan area auctioned by NextWave Telecom Inc. Under the terms of the purchase agreement, we agreed to pay $930 million for the license. The license covers a population of 20.1 million people for the New York, New York Basic Trading Area, and will be used to expand our network capacity to meet customers’ growing demand for voice and data services. The transaction closed on October 29, 2004. See “Other Factors That May Affect Future Results – Recent Developments.”

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Our total debt increased during the nine months ended September 30, 2004. Our net intercompany debt increased by $676 million. We used $71 million to reduce our short-term obligations, of which $68 million was used to pay down a portion of our capital lease obligations. As of September 30, 2004, we had approximately $7.7 billion of demand notes payable primarily to Verizon Global Funding Corp. (“VGF”), a wholly-owned financing subsidiary of Verizon Communications and approximately $2.8 billion of term notes payable to Verizon Communications’ subsidiaries and affiliates.

Our debt securities continue to be accorded high ratings by primary rating agencies. In March 2004, Standard & Poor’s announced that it put Verizon Communications’ debt and our debt on review with negative implications, citing general industry issues. In September 2004, Standard & Poor’s removed Verizon Communications’ debt and our debt from review, affirming for each an A+ rating with a long-term ratings outlook of negative.

Our debt to equity ratio (including partner’s capital subject to redemption) was 35% at September 30, 2004, compared to 34% at December 31, 2003 and 36% at September 30, 2003.

We made distributions to our owners of more than $3.2 billion in the first nine months of 2004. Approximately $1.4 billion of these distributions represented payments to our owners corresponding to 70.0% of our adjusted pre-tax income for the six month period ended December 31, 2003 and approximately $1.8 billion for the six month period ended June 30, 2004, which we are required to distribute subject to our meeting certain financial targets.

In addition, under the terms of an investment agreement entered into among Verizon Communications, Vodafone and us on April 3, 2000, Vodafone may require us to purchase up to an aggregate of $20 billion of Vodafone’s interest in the Partnership, at its then fair market value. Up to $10 billion was redeemable during the 61-day period that opened on June 10 and closed on August 9 in 2004. Vodafone did not exercise its redemption rights during that period. As a result, $20 billion, not to exceed $10 billion in any one year, remains redeemable during the 61-day periods opening on June 10 and closing on August 9 in 2005, 2006 and/or 2007. Verizon Communications has the right, exercisable at its sole discretion, to purchase all or a portion of this interest instead of us. However, even if Verizon Communications exercises this right, Vodafone has the option to require us to purchase up to $7.5 billion of this interest redeemable during the 61-day periods opening on June 10 and closing on August 9 in 2005, 2006 and/or 2007 with cash or contributed debt. Accordingly, $20 billion of partners’ capital has been classified as redeemable on the accompanying condensed consolidated balance sheets.

Our primary market risk relates to changes in interest rates, which could impact results of operations. As of September 30, 2004, we had approximately $11.7 billion of aggregate floating rate debt outstanding under intercompany loan facilities and the floating rate notes. The intercompany loans bear interest at rates that vary with Verizon Communications’ cost of funding; because a portion of its debt is fixed-rate, and because its cost of funding may be affected by events related solely to it, our interest rates may not adjust in accordance with market rates. A change in our interest rates of 100 basis points would change our annual interest expense by approximately $117 million.

We also have exposure to fluctuations in foreign exchange rates as a result of a series of sale/leaseback transactions that obligate us to make balloon payments in Japanese yen during the remainder of 2004 and the early part of 2005. However, we have entered into forward exchange contracts that fully hedge the foreign exchange exposure for these balloon payment obligations, although we are subject to the risk that our counterparties to these contracts fail to perform. During the first nine months of 2004 we made balloon payments of $68 million. Taking into account these hedge arrangements, as of September 30, 2004, our remaining obligations under these balloon payments were $8 million. We have estimated as of September 30, 2004 that, without the protection of these hedge arrangements, a 10% increase or decrease in the value of the U.S. dollar compared to the Japanese yen would change our obligations by approximately $1 million.

On July 13, 2004, we announced the signing of a six-year agreement with Lucent Technologies Inc. under which we expect to spend approximately $5 billion to purchase a wide variety of network equipment, software and services for our national next-generation voice and data network.

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On October 13, 2004, we announced that Andrew Halford, our Vice President and Chief Financial Officer, was named the Financial Director Designate of Vodafone Group. Mr. Halford, who has been CFO at Verizon Wireless since April 2002, will remain as our Vice President and CFO until December 31, 2004.

On October 29, 2004 we completed the purchase of the spectrum license for the New York metropolitan area, which we won in July 2004 in an auction by NextWave Telecom Inc.

On November 4, 2004, we announced that we had signed a definitive agreement to acquire spectrum licenses in 23 markets around the country. The licenses will be acquired for $3 billion through the purchase of the stock of NextWave Telecom Inc. following the completion of its bankruptcy reorganization, when it will own no assets other than the licenses. We expect to fund the purchase through cash flow from operations and inter-company loans. The licenses will be used to expand our network capacity in key markets. The transaction, which is subject to approval by the Federal Bankruptcy Court and the FCC, as well as antitrust regulatory review, is expected to close by mid-2005.

In this Management’s Discussion and Analysis, and elsewhere in this Quarterly Report and in our other public filings and statements (including oral communications), we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, capital expenditures, anticipated cost savings and financing plans. Forward-looking statements also include those preceded or followed by the words “may”, “will”, “expect”, “intend”, “plan”, “anticipates”, “believes”, “estimates”, “hopes” or similar expressions. 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.

Our actual future performance could differ materially from these forward-looking statements, as these statements involve a number of risks and uncertainties. You should therefore not place undue reliance on these statements. 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 conditions in the markets served by us;
  
  
• an adverse change in the ratings afforded our debt securities or those of Verizon Communications by nationally accredited ratings organizations;
  
  
• our ability to obtain sufficient financing to satisfy our substantial capital requirements, including to fund capital expenditures, debt repayment and distributions to our owners;
  
  
• our ability to generate additional customers, with acceptable levels of churn, from resellers and distributors of our service;
  
  
• our continued provision of satisfactory service to our customers at an acceptable price, in order to reduce churn;
  
  
• the effects of the substantial competition that exists in our markets, which has been intensifying;
  
  
• our ability to obtain sufficient spectrum licenses, particularly in our most densely populated areas;
  
  
• our ability to develop future business opportunities, including wireless data services, and to continue to adapt to the changing conditions in the wireless industry;
  
  
• our ability to receive satisfactory service from our key vendors and suppliers;
  
  
• material changes in available technology, and technology substitution that could impact the popularity and usage of our technology;
  
  
• the impact of continued unionization efforts with respect to our employees;
  
  
• regulatory developments, including new regulations that could increase our cost of doing business or reduce demand for our services;
  
  
• developments in connection with existing or future litigation; and
  
  
• 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.

16

Information relating to market risk is included in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Consolidated Financial Condition section under the caption “Market Risk.”

Our chief executive officer and chief financial officer have evaluated the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report, that ensure that information relating to the registrant which is required to be disclosed in this report is recorded, processed, summarized and reported, within required time periods. Based on this evaluation, which disclosed no significant deficiencies or material weaknesses, they have concluded that the registrant’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the registrant and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared. There were no changes in the registrant’s internal control over financial reporting during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

On October 5, 2004, plaintiffs in In Re Wireless Telephone 911 Calls Litigation (U.S. District Court, N.D. Illinois) were granted leave to amend their complaint to, among other things, add Cellco Partnership as a defendant. The amended complaint purports to be brought on behalf of a nationwide class of persons who purchased handsets from Cellco and other defendants that allegedly did not comply with the FCC’s emergency 911 call processing rules, which became effective as of February 2000. The complaint alleges violations of the Communications Act, California unfair competition statute, and applicable state consumer fraud laws, as well as breach of warranty, breach of contract and implied covenant of fair dealing, and unjust enrichment. The complaint seeks injunctive and declaratory relief, compensatory and punitive damages, and attorneys’ fees. We are not currently able to assess the impact, if any, of this action on our consolidated financial statements.

A patent infringement lawsuit relating to international call blocking, Gammino v. Cellco Partnership d/b/a Verizon Wireless, Verizon Communications, Inc., Vodafone Group plc, et al., was filed on September 10, 2004 in the U.S. District Court, Eastern District of Pennsylvania. Plaintiff seeks unspecified money damages and injunctive relief. We are not currently able to assess the impact, if any, of the action on our consolidated financial statements.

The following describes material developments in legal proceedings previously reported in our Annual Report on Form 10-K for the year ended December 31, 2003:

The parties settled CIVIX-DDI, LLC v. Motorola, Inc., et al., filed June 4, 2003, on October 11, 2004. The U.S. District Court, N.D. Illinois dismissed the lawsuit on October 12, 2004. The settlement is not material to our consolidated financial statements.

Exhibits:

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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.

Unless otherwise indicated, all information is as of November 5, 2004.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		5/23/05		8-K
		12/31/04		10-K
Filed on:		11/9/04		8-K
		11/8/04
		11/5/04		8-K
		11/4/04		8-K
		10/29/04
		10/13/04		8-K
		10/12/04
		10/11/04
		10/5/04
		10/1/04
For Period End:		9/30/04
		9/29/04
		9/10/04
		7/13/04
		7/8/04
		7/1/04
		6/30/04		10-Q
		6/18/04
		3/31/04		10-Q
		2/26/04
		1/1/04
		12/31/03		10-K
		9/30/03		10-Q
		7/24/03
		6/30/03		10-Q
		6/4/03
		12/17/01
		1/1/01
		7/10/00
		4/3/00
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