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10K-ASFILED-CELLCO.Pdf =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-92214 Cellco Partnership (Exact name of registrant as specified in its charter) Delaware 22-3372889 (State of Organization) (I.R.S. Employer Identification No.) 180 Washington Valley Road Bedminster, NJ 07921 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 306-7000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $0 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Documents incorporated by reference: None =============================================================================== <PAGE> TABLE OF CONTENTS Item No. Page -------- ---- PART I 1. Business 1 2. Properties 18 3. Legal Proceedings 18 4. Submission of Matters to a Vote of Security Holders 20 PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters 20 6. Selected Financial Data 21 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 23 7A. Quantitative and Qualitative Disclosures About Market Risk 36 8. Financial Statements and Supplementary Data 36 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 36 PART III 10. Directors and Executive Officers of the Registrant 37 11. Executive Compensation 39 12. Security Ownership of Certain Beneficial Owners and Management 47 13. Certain Relationships and Related Transactions 47 14. Controls and Procedures 57 PART IV 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 58 Signatures 89 Certifications 91 ----------------------- Trademarks, servicemarks and other similar intellectual property owned by or licensed to us appear in italics when used. All other trademarks in this annual report are the property of their respective owners. <PAGE> PART I Item 1. Business ------------------------------------------------------------------------------- Overview We are the leading wireless communications provider in the U.S. in terms of the number of subscribers, revenues and operating income and offer wireless voice and data services across the most extensive wireless network in the U.S.: o we have the largest customer base in the U.S., with 32.5 million subscribers as of December 31, 2002, of which approximately 28.6 million were digital subscribers; o we have Federal Communications Commission ("FCC") licenses to offer our services in areas where approximately 252 million people reside; o our network provides service in, or covers, areas where approximately 90% of the population in our licensed areas, or 228 million people, reside and in 49 of the 50 and 97 of the 100 most populated U.S. metropolitan areas; o our network provides digital coverage in areas where approximately 220 million people reside, including almost every major U.S. city; o we had revenues of $19.3 billion and $17.4 billion for the years ended December 31, 2002 and 2001, respectively; and o we had net income of $2.6 billion and $1.3 billion for the years ended December 31, 2002 and 2001, respectively. Our owners are Verizon Communications Inc. ("Verizon Communications"), which is the largest provider of wireline voice and data services in the U.S., with 135.8 million access line equivalents, as well as the largest provider of wireless services in the U.S. by virtue of its controlling interest in our company, and Vodafone Group Plc ("Vodafone"), one of the leading wireless telecommunications companies in the world. The combination of their wireless assets in our company brought together the business and management teams of four well-recognized wireless franchises in the U.S. market: Bell Atlantic Mobile, AirTouch, GTE Wireless and PrimeCo. Since our formation in April 2000, we have realized operating synergies from network and equipment cost reductions, systems and call center consolidation and staff consolidation and believe that we will continue to realize savings as we benefit from our size and scale, and complete our remaining information system conversions. Over the last three years, we have developed "Verizon Wireless" into a brand name with significant recognition as a result of our aggressive advertising and marketing, enhanced by the strong customer relationships developed by our predecessor companies. We also believe that our relationships with Verizon Communications and Vodafone afford us additional benefits, including Verizon Communications' own brand marketing efforts and promotional opportunities with its customer base, and Vodafone's insights from its international markets. Industry Overview General Wireless communications systems use a variety of radio frequencies to transmit voice and data. Broadly defined, the wireless communications industry includes one-way radio applications, such as paging services, and two-way radio applications, such as cellular telephone service, enhanced specialized mobile radio services, personal communications services ("PCS") and narrowband PCS service. The FCC licenses the radio frequencies used to provide each of these applications. Since the introduction of cellular service in 1983, wireless communications has grown dramatically in the U.S., although growth has slowed recently. As illustrated by the following table, domestic cellular, enhanced specialized mobile radio and PCS providers experienced compound rates of growth of 25.0% and 29.7% in total service revenues and subscribers, respectively, over the eight-year period from 1993 to 2001. Industry information for 2002 is not yet available. 1 <PAGE> Wireless Industry Statistics* <TABLE> ------------------------------------------------------------------------------------------------------------------------------ 1993 1994 1995 1996 1997 1998 1999 2000 2001 ------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Total service revenues (in billions).. $ 10.9 $ 14.2 $ 19.1 $ 23.6 $ 27.5 $ 33.1 $ 40.0 $ 52.5 $ 65.0 Ending subscribers (in millions)...... 16.0 24.1 33.8 44.0 55.3 69.2 86.0 109.5 128.4 Subscriber growth..................... 45.1% 50.8% 40.0% 30.4% 25.6% 25.1% 24.3% 27.3% 17.3% Ending penetration.................... 6.2% 9.4% 13.0% 16.3% 20.2% 25.1% 30.8% 39.2% 45.7% </TABLE> -------------- * Source: Cellular Telecommunications & Internet Association and Paul Kagan Associates. Recent industry trends The growth in the wireless communications industry in terms of subscribers, revenue and cash flow has been substantial and has been influenced by the following industry trends. While we believe that the industry will continue to experience growth, we believe that the pace of future growth will slow. Digital capabilities and innovative pricing are driving demand and penetration levels and impacting network capacity. Increasing demands on network capacity may lead to future alliances among carriers and further industry consolidation fueled by carriers' needs for scope and scale. Digital network characteristics, including longer battery life, improved voice quality, custom calling features and data capabilities, have improved the subscriber experience. Many carriers offer larger bundles of included minutes and national flat rate pricing, increasing the affordability of wireless service and resulting in increased penetration levels and usage. While increasing usage is driving network efficiencies and revenue growth, it also is impacting capacity demand in some markets, necessitating capital expenditures to increase existing network capacity. The need for carriers to expend capital efficiently for these purposes has led some carriers to enter into cooperative agreements in some markets to share spectrum and/or network build-out expenses and may lead to further industry consolidation. Deployment of next generation network technology, digital platforms enabling two-way short messaging, development of additional wireless data applications and color screen handsets should drive
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