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  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 10-Q

    Commission file number 333-92214

    Cellco Partnership (Exact name of registrant as specified in its charter)

    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 v No __

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

    (Mark one)

    [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003

    OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from to

    Delaware (State of Organization)

    22-3372889 (I.R.S. Employer Identification No.)

    180 Washington Valley Road

    Bedminster, New Jersey (Address of principal executive offices)

    07921 (Zip Code)

    Registrants telephone number (908) 306-7000

  • Table of Contents

    Item No. Part I. Financial Information Page

    1. Financial Statements (Unaudited) Condensed Consolidated Statements of Operations and Comprehensive Income Three months ended March 31, 2003 and 2002 1 Condensed Consolidated Balance Sheets March 31, 2003 and December 31, 2002 2 Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2003 and 2002 3 Notes to Unaudited Condensed Consolidated Financial Statements 4 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 8 3. Quantitative and Qualitative Disclosures About Market Risk 14 4. Controls and Procedures 14 Part II. Other Information

    1. Legal Proceedings 15 6. Exhibits and Reports on Form 8 -K 15 Signature 16 Certifications 17

  • Item 1. Financial Statements

    Condensed Consolidated Statements of Operations and Comprehensive Income Cellco Partnership (d/b/a Verizon Wireless)

    See Notes to Unaudited Condensed Consolidated Financial Statements

    1

    Part I - Financial Information

    (Dollar in Millions)(Unaudited) Three Months Ended March 31, 2003 2002

    Operating Revenue Service revenue $ 4,660 $ 4,052 Equipment and other 426 378 Total operating revenue 5,086 4,430 Operating Costs and Expenses Cost of service (excluding depreciation and amortization related to network assets included below) 710 666 Cost of equipment 729 579 Selling, general and administrative 1,866 1,685 Depreciation and amortization 907 782 Sales of assets, net - 1 Total operating costs and expenses 4,212 3,713 Operating Income 874 717 Other Income (Expenses) Interest expense, net (168 ) (153)Minority interests (36) (14)Equity in income of unconsolidated entities 3 3 Other, net 1 - Income before provision for income taxes 674 553 Provision for income taxes (45) (36) Net Income 629 517 Other Comprehensive Income Unrealized gain on derivative financial instruments 5 1 Comprehensive Income $ 634 $ 518

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

    See Notes to Unaudited Condensed Consolidated Financial Statements

    2

    (Dollars in Millions) (Unaudited) March 31, 2003 December 31,

    2002

    Assets Current assets Cash $ 203 $ 124 Receivables, net of allowances of $293 and $282 1,702 1,988 Unbilled revenue 340 369 Inventories, net 290 331 Prepaid expenses and other current assets 428 404 Total current assets 2,963 3,216 Property, plant and equipment, net 17,957 17,688 Wireless licenses, net 40,093 40,014 Other intangibles, net 1,461 1,594 Investments in unconsolidated entities 227 225 Deferred charges and other assets, net 431 449 Total assets $ 63,132 $ 63,186 Liabilities and Partners Capital Current liabilities Short-term obligations, including current maturities $ 1,581 $ 1,576 Due to affiliates, net 7,424 6,580 Accounts payable and accrued liabilities 2,343 2,618 Advance billings 562 536 Other current liabilities 136 139 Total current liabilities 12,046 11,449 Long-term debt 2,541 2,569 Due to affiliates 2,781 2,781 Deferred tax liabilities, net 4,175 4,165 Other non-current liabilities 370 358 Total liabilities 21,913 21,322 Minority interests in consolidated entities 1,521 1,575 Partners capital subject to redemption 20,000 20,000 Commitments and contingencies (see Note 6) Partners capital Capital 19,698 20,294 Accumulated other comprehensive loss - (5) Total partners capital 19,698 20,289 Total liabilities and partners capital $ 63,132 $ 63,186

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

    See Notes to Unaudited Condensed Consolidated Financial Statements

    3

    Three Months Ended March 31, (Dollars in Millions) (Unaudited) 2003 2002

    Cash Flows from Operating Activities Net income $ 629 $ 517 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 907 782 Equity in loss of unconsolidated entities (3) (3) Minority interests 36 14 Net loss on disposal of property, plant and equipment - 4 Changes in certain assets and liabilities (net of the effects of purchased and disposed businesses) 104 (144) Net cash provided by operating activities 1,673 1,170 Cash Flows from Investing Activities Capital expenditures (1,107) (819)Proceeds from sale of property, plant and equipment - 1 Acquisitions of businesses and licenses, net of cash acquired (146) (777)Contributions to unconsolidated entities (1) - Distributions from unconsolidated entities 2 4 Net cash used in investing activities (1,252) (1,591) Cash Flows from Financing Activities Net proceeds from affiliates 933 378 Net change in short-term obligations (25) (18)Distribution to partners (1,225) - Contributions from minority investors 2 6 Distribution to minority investors (27) (5) Net cash (used in) provided by financing activities (342) 361 Increase (decrease) in cash 79 (60)Cash, beginning of period 124 198 Cash, end of period $ 203 $ 138

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

    1. Background and Basis of Presentation

    Cellco Partnership (the Partnership), doing business as Verizon Wireless, is the nations leading provider of wireless communications in terms of the number of subscribers, network coverage, revenues and operating income. The Partnership provides wireless voice and data services and related equipment to consumers and business customers in its markets. The Partnership has the largest wireless network in the United States covering 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 generally accepted accounting principles to be condensed or omitted, provided that the interim financial statements, when read in conjunction with the Partnerships annual audited consolidated financial statements included in the most recent Annual Report on Form 10-K for the year ended December 31, 2002, provide a fair presentation of the Partnerships 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 2002 condensed consolidated financial statements to conform to the current period presentation.

    2. Recently Issued Accounting Pronouncements

    In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an amendment of FASB Statement No. 123, Accounting for Stock-Based Compensation. This standard provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. In addition, this standard amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. On January 1, 2003, the Partnership adopted the fair value recognition provisions of SFAS No. 123, prospectively (as permitted under SFAS No. 148) with respect to all new stock-based employee compensation granted, modified or settled after January 1, 2003. As the Partnership accounts for its Value Appreciation Rights under a fair value approach, the impact of the adoption of the fair value recognition provisions of SFAS No. 123 had no effect on the Partnerships results of operations or financial position.

    3. Wireless Licenses and