UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

		(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, 2010
				For the quarterly period ended June 30, 2010
				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: 333-160446

Cellco Partnership

(Exact name of registrant as specified in its charter)


Delaware		22-3372889
(State of organization)		(I.R.S. Employer Identification No.)

One Verizon Way Basking Ridge, New Jersey		07920
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income	2
	Three months ended March 31, 2010 and 2009
	Three and six months ended June 30, 2010 and 2009
	Condensed Consolidated Balance Sheets	3
	At March 31, 2010 and December 31, 2009
	At June 30, 2010 and December 31, 2009
	Condensed Consolidated Statements of Cash Flows	4
	Three months ended March 31, 2010 and 2009
	Six months ended June 30, 2010 and 2009
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 6.	Exhibits	26
Signature		27
Certifications

Part I - Financial Information

Item 1.

Financial Statements

Condensed Consolidated Statements of Income

Cellco Partnership (d/b/a Verizon Wireless)

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions) (unaudited)	2010			2009			2010			2009
Operating Revenue (including $26 and $26 from affiliates)
Operating Revenue (including $23, $25, $49 and $51 from affiliates)
Service revenue	$	13,~~845~~788		$	13,~~075~~349		$	27,633		$	26,424
Equipment and other		1,~~938~~950			2,~~047~~131			3,888			4,178
Total operating revenue		15,~~783~~738			15,~~122~~480			31,521			30,602
Operating Costs and Expenses (including $443 and $385 to affiliates)
Operating Costs and Expenses (including $440, $420, $883 and $805 from affiliates)
Cost of service (exclusive of items shown below)		2,~~000~~025			1,~~919~~912			4,025			3,831
Cost of equipment		2,~~812~~851			2,~~803~~936			5,663			5,739
Selling, general and administrative		4,~~682~~623			4,~~581~~536			9,305			9,117
Depreciation and amortization		1,~~840~~852			1,~~793~~819			3,692			3,612
Total operating costs and expenses		11,~~334~~351			11,~~096~~203			22,685			22,299
Operating Income		4,~~449~~387			4,~~026~~277			8,836			8,303
Other Income (Expenses)
Interest expense, net		(~~151~~105	)		(~~442~~290	)		(256	)		(732	)
Interest income and other, net		2515			2019			40			39
Income Before Provision for Income Taxes		4,~~323~~297			34,~~604~~006			8,620			7,610
Provision for income taxes		(~~243~~505	)		(79363	)		(748	)		(442	)
Net Income	$	43,~~080~~792		$	3,~~525~~643		$	7,872		$	7,168
Net income attributable to noncontrolling interest		69			70
Net income attributable to the noncontrolling interest		71			67			140			137
Net income attributable to Cellco Partnership		43,~~011~~721			3,~~455~~576			7,732			7,031
Net Income	$	43,~~080~~792		$	3,~~525~~643		$	7,872		$	7,168

See Notes to Unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Balance Sheets

Cellco Partnership (d/b/a Verizon Wireless)

(dollars in millions) (unaudited)	~~March~~June 3130,2010		December 31,2009
Assets
Current assets
Cash and cash equivalents	$	~~942~~1,016	$	607
Receivables, net of allowances of $393 and $356		5,391		5,721
Receivables, net of allowances of $348 and $356		5,736		5,721
Due from affiliates, net		~~137~~147		58
Inventories, net		~~1,058~~938		1,373
Prepaid expenses and other current assets		~~3,304~~709		3,335
Total current assets		108,~~832~~546		11,094
Plant, property and equipment, net		3031,~~876~~398		30,850
Wireless licenses		72,~~127~~282		72,005
Goodwill		17,303		17,303
Other intangibles and other assets, net		2,~~802~~520		3,100
Total assets	$	~~133~~132,~~940~~049	$	134,352
Liabilities and Partners’ Capital
Current liabilities
Short-term debt, including current maturities	$	23,~~998~~999	$	2,998
Due to affiliates		~~1,800~~—		5,003
Accounts payable and accrued liabilities		67,~~031~~210		6,123
Advance billings		1,~~680~~948		1,695
Other current liabilities		~~468~~765		415
Total current liabilities		1213,~~977~~922		16,234
Long-term debt		1813,~~509~~557		18,661
Deferred tax liabilities, net		10,~~616~~416		10,593
Other non-current liabilities		1,~~690~~659		1,877
Total liabilities		4339,~~792~~554		47,365
Commitments and contingencies (see Note 9)		—		—
Partners’ capital
Capital		8890,~~030~~504		84,886
Accumulated other comprehensive income		~~121~~43		113
Noncontrolling interest		1,~~997~~948		1,988
Total Partners’ capital		9092,~~148~~495		86,987
Total liabilities and Partners’ capital	$	~~133~~132,~~940~~049	$	134,352

See Notes to Unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows

Cellco Partnership (d/b/a Verizon Wireless)

	Three Months Ended March 31,
	Six Months Ended June 30,
(dollars in millions) (unaudited)	2010			2009
Cash Flows from Operating Activities
Net income	$	47,~~080~~872		$	37,~~525~~168
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,~~840~~692			13,~~793~~612
Changes in current assets and liabilities (net of the effects of acquisitions)		~~(62~~1,151	)		(~~141~~1,610	)
Other operating activities, net		~~674~~508			~~333~~1,248
Net cash provided by operating activities		613,~~532~~223			510,~~510~~418
Cash Flows from Investing Activities
Capital expenditures (including capitalized software)		(14,~~770~~032	)		(13,~~551~~334	)
Acquisition of businesses and licenses, net of cash acquired		—			(4,881	)
Other investing activities, net		(296	)		(38	)
Proceeds from dispositions		2,594			—
Net cash used in investing activities		(2,066	)		(6,470	)
Other investing activities, net		(324	)		(177	)
Net cash used in investing activities		(1,762	)		(8,392	)
Cash Flows from Financing Activities
Net decrease in affiliate borrowings		(35,~~203~~003	)		(~~464~~1,288	)
Net increase in short-term obligations		—			7,239
Issuance of long-term debt		—			9,223
Issuance of long-term debt		—			4,211
Repayment of long-term debt		(3,790	)		(16,582	)
Repayment of long-term debt		—			(16,582	)
Distributions to partners		(2,114	)		(1,427	)
Distributions to partners		(867	)		(336	)
Other financing activities, net		(145	)		(630	)
Other financing activities, net		(61	)		(536	)
Net cash used in financing activities		(11,052	)		(10,704	)
Net cash used in financing activities		(4,131	)		(6,468	)
Increase (decrease) in cash and cash equivalents		409			(8,678	)
Increase (decrease) in cash and cash equivalents		335			(7,428	)
Cash and cash equivalents, beginning of period		607			9,227
Cash and cash equivalents, end of period	$	~~942~~1,016		$	~~1,799~~549

See Notes to Unaudited Condensed Consolidated Financial Statements.

Notes to Unaudited Condensed Consolidated Financial Statements

Cellco Partnership (d/b/a Verizon Wireless)

1.	Background and Basis of Presentation

Cellco Partnership (the “Partnership”), a Delaware partnership doing business as Verizon Wireless, provides wireless voice and data services and related equipment to consumers and business customers across one of the most extensive wireless networks in the United States. The Partnership has one segment and operates domestically only. References to “our Partners” refers to subsidiaries of Verizon Communications Inc. (“Verizon”), which own 55% of the Partnership, and U.S. subsidiaries of Vodafone Group Plc (“Vodafone”), which own 45% of the Partnership. We are the largest wireless service provider in the United States, as measured by total number of customers.

The accompanying unaudited condensed consolidated financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, you should refer to the audited financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009. These 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. The results for the interim periods are not necessarily indicative of results for the full year.

During the three and six months ended June 30, 2010, we recorded a one-time non-cash adjustment of $268 million primarily to reduce wireless data revenues. This adjustment was recorded to properly defer previously recognized wireless data revenues that will be earned and recognized in future periods. As the amounts involved were not material to our consolidated financial statements in the current or any previous reporting period, the adjustment was recorded during the second quarter.

Recently Adopted Accounting Standards

In January 2010, we adopted the accounting standard regarding consolidation accounting for variable interest entities. This standard requires an enterprise to perform an analysis to determine whether the entity’s variable interest or interests give it a controlling interest in a variable interest entity. The adoption of this accounting standard update did not have a material impact on our condensed consolidated financial statements.

In January 2010, we adopted the accounting standard update regarding fair value measurements and disclosures which requires additional disclosures regarding assets and liabilities measured at fair value. The adoption of this accounting standard update did not have a material impact on our condensed consolidated financial statements.

Recent Accounting Standards

In September 2009, the accounting standard update regarding revenue recognition for multiple deliverable arrangements was issued. This update requires the use of the relative selling price method when allocating revenue in these types of arrangements. This method allows a vendor to use its best estimate of selling price if neither vendor specific objective evidence nor third party evidence of selling price exists when evaluating multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. We are currently evaluating the impact that this standard update will have on our consolidated financial statements.

In September 2009, the accounting standard update regarding revenue recognition for arrangements that include software elements was issued. This update requires tangible products that contain software and non-software elements that work together to deliver the ~~products~~product’s essential functionality to be evaluated under the accounting ~~standard regarding multiple deliverable~~ arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. We are currently evaluating the impact that this standard update will have on our consolidated financial statements.

standard regarding multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. We are currently evaluating the impact that this standard update will have on our consolidated financial statements.

2.	Dispositions

As a condition of the regulatory approvals by the Department of Justice and the Federal Communications Commission ~~that were required~~ to complete the ~~January 9, 2009~~ acquisition of Alltel Corporation (“Alltel”) in January 2009, the Partnership ~~will~~was required to divest overlapping properties in 105 operating markets in 24 states (the “Alltel Divestiture Markets”). AsTotal ofassets ~~March 31,~~and ~~2010,~~ total ~~assets~~liabilities ~~to be~~ divested ofwere approximately $2.6 billion and $0.1 billion,~~562~~ ~~million~~respectively, principally comprised of network assets, wireless licenses and customer relationships, and ~~total~~ ~~liabilities~~were ~~to be divested of $109 million are~~ included in Prepaid expenses and other current assets and Other current liabilities, respectively, on the accompanying condensed consolidated balance ~~sheets~~sheet at December 31, 2009.

On May 8, 2009, the Partnership entered into a definitive agreement with AT&T Mobility LLC (“AT&T Mobility”), a subsidiary of AT&T Inc., pursuant to which AT&T Mobility agreed to acquire 79 of the 105 Alltel Divestiture Markets, including licenses and network assets, for approximately $2.4 billion in cash. On June 9, 2009, the Partnership entered into a definitive agreement with Atlantic Tele-Network, Inc. (“ATN”), pursuant to which ATN agreed to acquire the remaining 26 Alltel Divestiture Markets, including licenses and network assets, for $200 million in cash. During ~~April~~the second quarter of 2010, the Partnership received the necessary regulatory approvals ~~necessary~~and tocompleted ~~complete~~both transactions. Upon the ~~sale~~completion of the ~~markets~~divestitures, towe ~~ATN~~recorded ~~and~~a ~~completed~~tax ~~the~~charge ~~transaction.~~of ~~The~~approximately ~~Partnership~~$201 ~~expects~~million tofor ~~close~~ the ~~transaction~~taxable ~~with~~gain ~~AT&T~~on ~~Mobility~~the ~~during~~excess ~~the~~of ~~second~~book over ~~quarter~~tax basis of ~~2010~~the ~~subject to~~goodwill ~~receipt~~associated ofwith ~~regulatory~~the ~~approval~~Alltel Divestiture Markets.

3.	Wireless Licenses, Goodwill and Other Intangibles, Net

Wireless Licenses

Changes in the carrying amount of Wireless licenses are as follows:

(dollars in millions)	~~Wireless Licenses~~
Balance as of December 31, 2009	$	72,005
Capitalized interest on wireless licenses		~~116~~270
Reclassifications, adjustments and other		67
Balance as of March 31, 2010	$	72,127
Balance as of June 30, 2010	$	72,282

As of ~~March~~June 3130, 2010 and December 31, 2009, approximately $12.1 billion and $12.2 billion, respectively, of wireless licenses were under development for commercial service for which we are capitalizing interest costs.

Goodwill

There were no changes in the carrying amount of goodwill during the ~~three~~six months ended ~~March~~June 3130, 2010.

Other Intangibles, net

Other intangibles, net are included in Other intangibles and other assets, net and consist of the following:

	At March 31, 2010							At December 31, 2009
(dollars in millions)	GrossAmount		AccumulatedAmortization			Net Amount		GrossAmount		AccumulatedAmortization			NetAmount
Customer lists (6 to 8 years)	$	2,120	$	(600	)	$	1,520	$	2,122	$	(497	)	$	1,625
Capitalized software (2 to 5 years)		860		(361	)		499		879		(377	)		502
Other (2 to 3 years)		397		(267	)		130		397		(235	)		162
Total	$	3,377	$	(1,228	)	$	2,149	$	3,398	$	(1,109	)	$	2,289

~~The amortization expense for~~ Other ~~intangible~~Intangibles, ~~assets~~net ~~was as follows:~~

Three Months Ended March 31,	(dollars in millions)
2010	$	170
2009		189

Other intangibles, net are included in Other intangibles and other assets, net and consist of the following:

Estimated annual amortization expense for Other intangible assets is as follows:


	At June 30, 2010							At December 31, 2009
(dollars in millions)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Customer lists (6 to 8 years)	$	2,120	$	(702	)	$	1,418	$	2,122	$	(497	)	$	1,625
Capitalized software (2 to 5 years)		874		(373	)		501		879		(377	)		502
Other (2 to 3 years)		382		(285	)		97		397		(235	)		162

Total	$	3,376	$	(1,360	)	$	2,016	$	3,398	$	(1,109	)	$	2,289

Years	(dollars in millions)
2010	$	527
2011		526
2012		387
2013		303
2014		208
Thereafter		198
Total	$	2,149

The amortization expense for other intangible assets was as follows:


(dollars in millions)	Three Months Ended June 30,		Six Months Ended June 30,
2010	$	171	$	341
2009		209		398

Estimated future amortization expense for other intangible assets is as follows:


Years	(dollars in millions)
Remainder of 2010	$	354
2011		534
2012		396
2013		314
2014		218
Thereafter		200

Total	$	2,016

4.	Fair Value Measurements

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of ~~March~~June 3130, 2010:

(dollars in millions)	Level 1 (1)		~~(dollars~~Level in2 ~~millions~~(2)		Level 3 (3)		Total
Asset Category	Level 1 (1)		Level 2 (2)		Level 3 (3)		Total
Assets:
Other intangibles and other assets, net:
Derivative contracts—Cross currency swaps	$	—	$	~~170~~34	$	—	$	~~170~~34
Liabilities: Other non-current liabilities:
Derivative contracts—Cross currency swaps	$	—	$	103	$	—	$	103

⁽¹⁾ – quoted prices in active markets for identical assets or liabilities

⁽²⁾ – observable inputs other than quoted prices in active markets for identical assets and liabilities

⁽³⁾ – no observable pricing inputs in the market

Derivative contracts consist of cross currency swaps. Derivative contracts are valued using models based on readily observable market parameters for all substantial terms of our derivative contracts and thus are classified within Level 2. We use mid-market pricing for fair value measurements of our derivative instruments.

We recognize transfers ~~of assets~~ between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers ~~of assets~~ within the fair value hierarchy during the ~~three~~six months ended ~~March~~June 3130, 2010.

Fair Value of Short-term and Long-term Debt

The fair value of our term note due to affiliates is determined based on future cash flows discounted at current rates. The fair value of our short-term and long-term debt is determined based on quoted market prices or future cash flows discounted at current rates. Our financial instruments also include cash and cash equivalents, and trade receivables and payables. These financial instruments are short term in nature and are stated at their carrying value, which approximates fair value. The fair value of our term note due to affiliates and short-term and long-term debt were as follows:

	At March 31, 2010				At December 31, 2009
(dollars in millions)	CarryingValue		Fair Value		CarryingValue		Fair Value
Term note due to affiliates	$	1,800	$	1,800	$	5,003	$	5,008
Short-term and long-term debt	$	21,507	$	23,607	$	21,659	$	23,597

Fair Value of Short-term and Long-term Debt

The fair value of our term note due to affiliates was determined based on future cash flows discounted at current rates. The fair value of our short-term and long-term debt is determined based on quoted market prices or future cash flows discounted at current rates. Our financial instruments also include cash and cash equivalents, and trade receivables and payables. These financial instruments are short term in nature and are stated at their carrying value, which approximates fair value. The fair value of our term note due to affiliates and short-term and long-term debt were as follows:


	At June 30, 2010				At December 31, 2009
(dollars in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term note due to affiliates	$	—	$	—	$	5,003	$	5,008
Short-term and long-term debt	$	17,556	$	20,137	$	21,659	$	23,597

Derivative Instruments

We have entered into derivative transactions to manage our exposure to fluctuations in foreign currency exchange rates and interest rates. We employ risk management strategies that may include the use of a variety of derivatives including cross currency swaps and interest rate swap agreements. We do not hold derivatives for trading purposes.

We measure all derivatives, including derivatives embedded in other financial instruments, at fair value and recognize them as either assets or liabilities on our consolidated balance sheets. Changes in the fair values of derivative instruments not qualifying as hedges or any ineffective portion of hedges are recognized in earnings in the current period. Changes in the fair values of derivative instruments used effectively as fair value hedges are recognized in earnings, along with changes in the fair value of the hedged item. Changes in the fair value of the effective portions of cash flow hedges are reported in Other comprehensive income (loss) and recognized in earnings when the hedged item is recognized in earnings.

Cross Currency Swaps

~~During~~We ~~the~~have ~~fourth quarter of 2008, we~~ entered into cross currency swaps designated as cash flow hedges to exchange approximately $2.4 billion of the net proceeds from ~~the~~a ~~December 18,~~debt ~~2008~~ offering of British Pound Sterling and Euro denominated debt into U.S. dollars and to fix our future interest and principal payments in U.S. dollars, as well as mitigate the impact of foreign currency transaction gains or losses. The fair value of the cross currency swaps included in Other intangibles and other assets, net inand ~~the~~Other ~~condensed~~non-current ~~consolidated~~liabilities ~~balance~~was ~~sheets were~~ $~~170~~34 million and $~~315~~103 million, ~~at March 31~~respectively, ~~2010~~at ~~and December~~June 3130, ~~2009, respectively~~2010. The ~~change in the~~ fair value of the cross currency swaps ~~during~~included in Other intangibles and other assets, net was $315 million at December 31, 2009. For the three and six months ended ~~March~~June 3130, 2010, ~~offset~~a pretax $239 million and $383 million loss, respectively, on the ~~change~~cross currency swaps was recognized in ~~the~~Other ~~carrying~~comprehensive ~~value~~income (loss), a portion of ~~the~~which ~~underlying~~was ~~debt~~reclassified ~~obligations~~to ~~due~~ Interest income and other, net to offset the ~~impact~~related ofpretax foreign -currency ~~exchange~~transaction ~~movements~~gain on the underlying debt obligations.

Debt

Debt

OnDuring ~~April 16,~~the first half of 2010, the Partnership repaid $2,770 million of borrowings under a three-year term loan facility, reducing the outstanding borrowings under this facility to $31,226 million. During July 2010, the Partnership repaid an additional $700 million of borrowings under this facility reducing the outstanding borrowings under this facility to $526 million.

Term Notes Payable to Affiliate

Through March 31, 2010, the Partnership repaid $3,203 million of our $9,363 million Auction 73 floating rate note due to a wholly owned subsidiary of Verizon, Verizon Financial Services LLC (“VFSL”), reducing the outstanding borrowings under this note to $1,800 million. On March 12, 2010, the Partnership and VFSL amended certain provisions of this note to extend the term of this note to October 31, 2010. The amendment also requires the repayment of any unpaid principal, plus accrued interest, with the cash proceeds received from the sale of any Alltel Divestiture Markets within five business days of receipt of such cash proceeds. Amounts outstanding under the amended note will bear interest at a rate of LIBOR plus 1.10% for each interest period.

During April 2010, the Partnership repaid $760 million of our $9,363 million Auction 73 floating rate note, reducing the outstanding borrowings under this note to $1,040 million.

Debt Covenants

As of March 31, 2010, we are in compliance with all of our debt covenants.

On June 28, 2010, the Partnership exercised its right to redeem all of its outstanding $1,000 million Put/Call Floating Rate Notes due June 2011 at a redemption price of 100% of the principal amount of the notes, plus accrued and unpaid interest through the date of redemption.

Term Notes Payable to Affiliate

Through June 30, 2010, the Partnership repaid $5,003 million of its $9,363 million floating rate promissory note. No borrowings remain outstanding under this note as of June 30, 2010.

On July 28, 2010, the Partnership entered into an amendment of our affiliate $750 million fixed rate promissory note payable to Verizon Financial Services LLC (“VFSL”), due August 1, 2010. The fixed rate note, as amended, extends the maturity date to August 1, 2013 and gives VFSL the right to cancel this note and require settlement of the aggregate unpaid principal and interest under this note on August 1, 2011 or August 1, 2012. There were no outstanding borrowings under this note at the time of the amendment.

Debt Covenants

As of June 30, 2010, we are in compliance with all of our debt covenants.

6.	Long-Term Incentive Plan

Verizon Wireless Long Term Incentive Plan ~~(“Wireless~~ ~~Plan”)~~

The 2000 Verizon Wireless Long Term Incentive Plan (“Wireless Plan”) provides compensation opportunities to eligible employees of the Partnership. The Wireless Plan provides rewards that are tied to the long-term performance of the Partnership. Under the Wireless Plan, ~~value~~Value ~~appreciation~~Appreciation ~~rights~~Rights (“VARs”) are granted to eligible employees. As of ~~March~~ June 3130, 2010, all VARs were fully vested.

VARs reflect the change in the value of the Partnership, as defined in the Wireless Plan, similar to stock options. Once VARs become vested, employees can exercise their VARs and receive a payment that is equal to the difference between the VAR price on the date of grant and the VAR price on the date of exercise, less applicable taxes. VARs are fully exercisable three years from the date of grant with a maximum term of 10 years. All VARs were granted at a price equal to the estimated fair value of the Partnership, as defined in the Wireless Plan, at the date of grant.

For the three and six months ended ~~March~~June 3130, 2010 ~~and 2009,~~ the intrinsic value of VARs exercised during the period was $15 30 million and $~~140~~ 45 million, respectively,. For the three and ~~cash~~six ~~paid~~months toended ~~settle~~June 30, 2009 the intrinsic value of VARs exercised during the period was $12 million and $~~137~~152 million, respectively.

~~The~~Cash ~~following~~paid ~~table summarizes~~to ~~award~~settle ~~activity~~VARs ~~under~~for the ~~Wireless~~three ~~Plan~~and assix ofmonths ~~March~~ended June 3130, 2010 was $27 million and ~~changes~~$39 ~~during~~million, respectively. Cash paid to settle VARs for the three~~-month~~ ~~period:~~and six months ended June 30, 2009 was $9 million and $146 million, respectively.

(shares in thousands)	VARs		Weighted AverageExercise Priceof VARs
Outstanding, December 31, 2009	16,591		$	16.54
Exercised	(738	)		22.88
Outstanding, March 31, 2010	15,853		$	16.24

The following table summarizes award activity under the Wireless Plan as of June 30, 2010 and changes during the six-month period:

The following table summarizes the status of the Partnership’s VARs as of March 31, 2010:


(shares in thousands)	VARs		Weighted Average Grant Date Fair Value
Outstanding, December 31, 2009	16,591		$	16.54
Exercised	(3,210	)		25.31
Cancelled/Forfeited	(19	)		16.82

Outstanding, June 30, 2010	13,362		$	14.43

	VARs Vested & Outstanding (a)
(shares in thousands) Range of Exercise Prices	VARs	WeightedAverage RemainingContractual Life(Years)	WeightedAverageExercise Price
$8.74 - $14.79	10,320	3.46	$	12.22
$14.80 - $22.19	2,621	1.53		16.77
$22.20 - $30.00	2,912	0.28		30.00
Total	15,853		$	16.24

(a) As of March 31, 2010, the aggregate intrinsic value of VARs outstanding and vested was $339 million.

Verizon Communications Inc. Long Term Incentive Plan

The 2009 Verizon Communications Inc. Long-Term Incentive Plan (the “Verizon Plan”) permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and other awards. The maximum number of shares available for awards from the Verizon Plan is 115 million shares.

The following table summarizes the status of the Partnership’s VARs as of June 30, 2010:


	VARs Vested & Outstanding (a)
(shares in thousands) Range of Exercise Prices	VARs	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price
$8.74 - $14.79	9,900	3.21	$	12.25
$14.80 - $22.19	2,441	1.28		16.77
$22.20 - $30.00	1,021	0.03		30.00

Total	13,362		$	14.43

(a)	As of June 30, 2010, the aggregate intrinsic value of VARs outstanding and vested was $327 million.

Verizon Communications Inc. Long Term Incentive Plan

Restricted Stock Units

The Verizon Plan provides for grants of Restricted Stock Units (“RSUs”) that generally vest at the end of the third year after the grant. The RSUs outstanding at January 1, 2010 are classified as liability awards because the RSUs will be paid in cash upon vesting. The RSU award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the performance of Verizon common stock. The RSUs granted during ~~the first quarter of~~ 2010 are classified as equity awards because these RSUs will be paid in Verizon common stock upon vesting. Compensation expense for RSUs classified as equity awards is measured based on the market price of Verizon common stock at the date of grant and is recognized over the vesting period. Dividend equivalent units are also paid to participants at the time the RSU award is paid, and in the same proportion as the RSU award.

The Partnership had approximately 3.89 million and 3.5 million RSUs outstanding under the Verizon ~~Plans~~Plan as of ~~March~~June 3130, 2010 and December 31, 2009, respectively.

Performance Stock Units

The Verizon Plan also provides for grants of Performance Stock Units (“PSUs”) that generally vest at the end of the third year after the grant. As defined by the Verizon Plan, the Human Resources Committee of the Board of Directors of Verizon determines the number of PSUs a participant earns based on the extent to which the corresponding ~~goals~~goal ~~have~~has been achieved over the three-year performance cycle. All payments are subject to approval by the Verizon Human Resources Committee. The PSUs are classified as liability awards because the PSU awards are paid in cash upon vesting. The PSU award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the price of Verizon common stock as well as performance relative to the targets. Dividend equivalent units are also paid to participants at the time that the PSU award is determined and paid, and in the same proportion as the PSU award.

The Partnership had approximately 5.67 million and 5.2 million PSUs outstanding under the Verizon ~~Plans~~Plan as of ~~March~~June 3130, 2010 and December 31, 2009, respectively.

7.	Partners’ Capital and Comprehensive Income

Partners’ Capital

Changes in Partners’ capital were as follows:

	Three Months Ended March 31, 2010
	Six Months Ended June 30, 2010
(dollars in millions)	Attributable to CellcoPartnership			NoncontrollingInterest			TotalPartners’Capital
Balance at beginning of period	$	84,999		$	1,988		$	86,987
Net income		47,~~011~~732			69140			47,~~080~~872
Other comprehensive income		8			—			8
Other comprehensive income (loss)		(70	)		—			(70	)
Comprehensive income		47,~~019~~662			69140			47,~~088~~802
Distributions		(~~867~~2,114	)		(60144	)		(~~927~~2,258	)
Balance at end of period	$	88,151		$	1,997		$	90,148
Disposition of noncontrolling interests		–			(36	)		(36	)
Balance at end of period	$	90,547		$	1,948		$	92,495

Noncontrolling interests included in our condensed consolidated financial statements includes Verizon’s ownership interest in our majority owned limited partnership Verizon Wireless of the East LP and noncontrolling interest in cellular partnerships.

Distributions

On February 12, 2010, we paid tax distributions to our Partners of $867 million, including an aggregate tax distribution of $700 million for the quarter ended December 31, 2009 as well as a $167 million supplemental tax distribution.

On May 14, 2010, we paid tax distributions to our Partners of $1,247 million, including an aggregate tax distribution of $1,080 million for the quarter ended March 31, 2010 as well as a $167 million supplemental tax distribution.

Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting Partners’ capital that, under generally accepted accounting principles, are excluded from net income. Significant changes in the components of Other comprehensive income (loss), net of income tax expense (benefit), are described below.

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
(dollars in millions)	2010			~~2009~~	2009		2010			2009
Net income	$	4,080		$	3,525
Net Income	$	3,792			$	3,643	$	7,872		$	7,168
Other comprehensive income, net of taxes
Other Comprehensive Income (Loss), net of taxes
Net unrealized gain on cash flow hedges		8			78
Net unrealized gain (loss) on cash flow hedges		(78	)			100		(70	)		178
Defined benefit pension and postretirement plans		—			2	1		—			3
Total other comprehensive income		8			80
Total Other Comprehensive Income (Loss)		(78	)			101		(70	)		181
Comprehensive income	$	4,088		$	3,605
Comprehensive Income	$	3,714			$	3,744	$	7,802		$	7,349
Comprehensive income attributable to noncontrolling interest	$	6971		$	70$	67	$	140		$	137
Comprehensive income attributable to Cellco Partnership		43,~~019~~643			~~3,535~~	3,677		7,662			7,212
Comprehensive income	$	4,088		$	3,605
Comprehensive Income	$	3,714			$	3,744	$	7,802		$	7,349

The components of Accumulated other comprehensive income were as follows:

(dollars in millions)	At March 31,2010			At December 31,2009
Unrealized gain on cash flow hedges	$	130		$	122
Defined benefit pension and postretirement plans		(9	)		(9	)
Accumulated other comprehensive income	$	121		$	113

8. Other Information

The Partnership’s service revenue is comprised of the following:

	Three Months EndedMarch 31,
(dollars in millions)	2010			2009
Service revenue:
Voice revenue	$	9,233		$	9,426
Data revenue		4,612			3,649
Total service revenue	$	13,845		$	13,075
Interest expense, net:
Interest expense	$	(281	)	$	(515	)
Affiliate interest expense		(6	)		(22	)
Capitalized interest		136			95
Interest expense, net	$	(151	)	$	(442	)

The components of Accumulated other comprehensive income were as follows:


(dollars in millions)	At June 30, 2010			At December 31, 2009
Unrealized gain on cash flow hedges	$	52		$	122
Defined benefit pension and postretirement plans		(9	)		(9	)

Accumulated other comprehensive income	$	43		$	113

8.	Other Information

The Partnership’s service revenue and interest expense, net is comprised of the following:


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions)	2010			2009			2010			2009
Service revenue:
Voice revenue	$	9,202		$	9,441		$	18,435		$	18,867
Data revenue		4,586			3,908			9,198			7,557

Total service revenue	$	13,788		$	13,349		$	27,633		$	26,424

Interest expense, net:
Interest expense	$	(285	)	$	(352	)	$	(566	)	$	(868	)
Affiliate interest expense		(2	)		(19	)		(8	)		(40	)
Capitalized interest		182			81			318			176

Interest expense, net	$	(105	)	$	(290	)	$	(256	)	$	(732	)

9.	Commitments and Contingencies

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

The Partnership is subject to lawsuits and other claims, including class actions and claims relating to product liability, patent infringement, intellectual property, antitrust, partnership disputes, and relations with resellers and agents. The Partnership is also defending lawsuits filed against the Partnership and other participants in the wireless industry alleging adverse health effects as a result of wireless phone usage. Various consumer class action lawsuits allege that the Partnership violated certain state consumer protection laws and other statutes and defrauded customers through misleading billing practices or statements. 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.

All of the above matters are subject to many uncertainties. Consequently, the ultimate liability with respect to these matters as of ~~March~~June 3130, 2010 cannot be predicted with certainty. To the extent that actual results differ from any estimated liabilities previously recorded, the 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 an investigation of these matters and 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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. References to “our Partners” refer to subsidiaries of Verizon Communications Inc. (“Verizon Communications”), and U.S. subsidiaries of Vodafone Group Plc (“Vodafone”), which are the partners in Cellco Partnership.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto contained elsewhere in this Form 10-Q.

This discussion reflects the results of operations of ~~Alltel~~the markets acquired from Alltel Corporation (“Alltel”) that were not subject to divestiture requirements from the date of our acquisition of Alltel on January 9, 2009, including the results of operations of the 105 markets in 24 states that we agreed to divest in connection with obtaining regulatory approvals to complete the acquisition of Alltel (“Alltel Divestiture Markets”).

In connection with obtaining regulatory approvals to complete the acquisition of Alltel, we agreed to divest 105 markets in 24 states (“Alltel Divestiture Markets”). This discussion reflects the results of operations of these markets through the dates of divestiture to Atlantic Tele-Network Inc. (“ATN”) and AT&T Mobility LLC (“AT&T Mobility”), respectively.

Overview

We believe we are the industry-leading wireless service provider in the United States in terms of profitability, as measured by operating income. We are the largest national wireless service provider in the United States, as measured by total number of customers. We offer wireless voice and data services across one of the most extensive networks in the United States.

Our goal is to be the market leader in providing wireless voice and data communication services in the United States. We focus on providing a high-quality, differentiated service across a cost-efficient network designed to meet the growing needs of our customers. Our results of operations, financial condition and sources and uses of cash in recent periods reflect management’s continued focus on implementing the following key elements of our business strategy:

• Provide highest network reliability and continue to build out and expand our network. We continue to build out, expand and upgrade our network. We invested $14,~~770~~032 million in capital expenditures for the ~~three~~six months ended ~~March~~June 3130, 2010, primarily to fund continued investment in our Evolution-Data Optimized (“EV-DO”) networks as well as the build-out of our fourth generation (“4G”) network based on Long Term Evolution (“LTE”) technology. We expanded our national coverage in the ~~three~~six months ended ~~March~~June 3130, 2009, when we completed the acquisition of Alltel, paying $4,881 million, net of cash acquired from Alltel, for the equity of Alltel.

• Profitably acquire, satisfy and retain our customers and increase the value of our service offerings to customers. We expect to achieve revenue and operating income growth by retaining our existing base of customers, obtaining new customers, increasing individual customer usage of our existing services, and bringing our customers new ways of using wireless services in their daily lives. We had approximately 92.81 million total customers at ~~March~~June 3130, 2010, an increase of 75.20% from approximately 8687.67 million at ~~March~~June 3130, 2009.

• Continue to expand our wireless data offerings and develop and bring to market innovative wireless devices for both consumers and business customers. As the demand for wireless data services grows, we continue to expand our offerings of data ~~offerings~~services and devices with advanced data capabilities for ~~consumers~~consumer and business customers, and to increase our data revenues. We had total data revenue of $4,~~612~~586 million and $9,198 million for the three and six months ended ~~March~~June 3130, 2010, respectively, representing anincreases ~~increase~~ of 2617.43% and 21.7%, respectively, compared to the corresponding prior year ~~period~~periods. Our total data revenue accounted for 33.3% of our service revenue ~~for~~in both the three and six months ended ~~March~~June 3130, 2010~~, compared to 27~~.~~9% during the corresponding prior year period.~~

• Focus on profitability and cash flow. Our goal is to maintain industry-leading profitability levels, as measured by operating income, and to generate substantial cash flow from operations. Operating income increased by 102.56% and 6.4% for the three and six months ended ~~March~~June 3130, 2010, respectively, compared to the corresponding prior year ~~period~~periods. Cash flow from operations increased by 1826.59% for the ~~three~~six months ended ~~March~~June 3130, 2010, compared to the similar period in 2009.

Trends

Information related to trends affecting our business was disclosed under Item 7 to ~~Part~~part II of our Annual Report on Form 10-K for the year ended December 31, 2009. During the three and six months ended June 30, 2010, we have continued to experience growth in our reseller customer base, and we expect this trend in our net reseller customer additions to continue through the end of the year. There have been no other significant changes to ~~these~~our previously discussed trends.

Consolidated Results of Operations

Selected Operating Statistics and Trends

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except churn)	2010		2009		% Change		2010		2009		Change
Total customers (‘000)	92,801		86,552		7.2
Total customers							92,063		87,694		5.0
Retail customers (‘000)	87,811		84,095		4.4
Retail customers							86,176		85,240		1.1
Total customer net additions in period (including acquisitions andadjustments) (‘000)	1,552		14,496		(89.3	)
Total customer net additions in period(excluding the Alltel related acquisition and divestitures)	1,351		1,142		18.3		2,903		2,419		20.0
Retail customer net additions in period (including acquisitions andadjustments) (‘000)	288		14,074		(98.0	)
Retail customer net additions in period(excluding the Alltel related acquisition and divestitures)	454		1,145		(60.3	)	742		2,406		(69.2	)
Total churn rate	1.40	%	1.47	%	(4.8	)
Total customer net additions (divestitures) in period (including acquisition and divestitures)	(738	)	1,142		nm		814		15,638		(94.8	)
Retail postpaid churn rate	1.07	%	1.14	%	(6.1	)
Retail customer net additions (divestitures) in period (including acquisition and divestitures)	(1,635	)	1,145		nm		(1,347	)	15,219		nm
Total churn rate	1.27	%	1.37	%	(7.3	)	1.34	%	1.42	%	(5.6	)
Retail postpaid churn rate	0.94	%	1.01	%	(6.9	)	1.01	%	1.08	%	(6.5	)

~~Excluding acquisitions, we added approximately 284~~nm ~~thousand net retail customers during the three months ended March 31, 2010, compared to approximately 1.3 million during the similar period in 2009. Retail (non~~-~~wholesale) customers are customers who are directly served and managed by us and who buy our branded services. The decline in net retail customer additions during the three months ended March~~ ~~31,~~Not ~~2010, compared to the similar period in 2009, was due to a decrease in~~meaningful gross retail customer additions. The decline in our gross retail customer additions was primarily attributable to a marketplace shift in customer activations within the period toward unlimited prepaid offerings of the type being sold by a number of our resellers. However, we expect to continue to experience retail customer growth based on the strength of our product offerings and network service quality. Our churn rate, the rate at which customers disconnect individual lines of service, during the three months ended March 31, 2010 compared to the similar period in 2009 improved as a result of successful customer retention efforts, in part due to the simplification of our pricing structure.

Excluding ~~acquisitions~~the Alltel related acquisition and divestitures, we added approximately 454,000 net retail customers during the three months ended June 30, 2010, compared to approximately 1.51 million during the similar period in 2009, and approximately 742,000 net ~~total~~retail customers during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to approximately 1 2.34 million during the similar period in 2009. The ~~increase~~decline in net ~~total~~retail customer additions during the three and six months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~periods in 2009, was due to a decrease in gross retail customer additions as well as an increase in ~~net~~churn for our retail prepaid offerings, in part attributable to a marketplace shift in customer activations within the period toward unlimited prepaid offerings of the type being sold by a number of our resellers. However, we expect to continue to experience retail customer ~~additions~~growth ~~from~~based on the strength of our ~~reseller~~product ~~channel~~offerings and network service quality. Our churn rate during the three and six months ended June 30, 2010, compared to the similar periods in 2009, improved as a result of successful customer retention efforts. Churn is the ~~marketplace~~rate ~~shift~~at inwhich ~~customer~~customers ~~activations~~disconnect ~~mentioned~~individual ~~above~~lines of service.

~~Customers~~Excluding ~~from~~the ~~acquisitions~~Alltel ~~for~~related acquisition and divestitures, we added approximately 1.4 million net total customers during the three months ended ~~March~~June 3130, 2010, compared to approximately 1.1 million during the similar period in 2009, ~~included~~and approximately 132.9 million net total customers during the six months ended June 30, 2010, compared to approximately 2.4 million during the similar period in 2009. The increase in net total customer additions, ~~after~~during ~~conforming~~the ~~adjustments~~three ~~but~~and ~~before~~six months ended June 30, 2010, compared to the ~~impact~~similar ofperiods ~~required~~in ~~divestitures~~2009, ~~which~~was ~~resulted~~due ~~from~~to an increase in net customer additions from our ~~acquisition~~reseller channel, as a result of ~~Alltel~~the onmarketplace ~~January 9,~~shift ~~2009~~in customer activations mentioned above.

~~Operating~~During ~~Revenue~~the second quarter, our customer base was reduced by approximately 2.1 million net customers, primarily as a result of the completion of the divestitures to AT&T Mobility and ATN, partially offset by certain adjustments. Customers from acquisitions for the six months ended June 30, 2009 included approximately 13.2 million net total customer additions, after conforming adjustments but before the impact of required divestitures, which resulted from our acquisition of Alltel on January 9, 2009.

	Three Months Ended March 31,
(dollars in millions, except ARPU)	2010		2009	% Change
Service revenue	$	13,845	13,075	5.9
Equipment and other	$	1,938	2,047	(5.3	)
Total Operating Revenue	$	15,783	15,122	4.4
Service ARPU	$	50.15	50.74	(1.2	)
Retail service ARPU	$	50.95	50.97	(0.0	)
Total data ARPU	$	16.71	14.16	18.0

Our total operating revenue during the three months ended March 31, 2010 increased by $661 million, or 4.4%, compared to the similar period in 2009, due to growth in our service revenue.

~~Service~~Operating revenue during the three months ended March 31, 2010 increased by $770 million, or 5.9%, compared to the similar period in 2009, primarily due to a 6.2 million, or 7.2%, increase in total customers since April 1, 2009, as well as continued growth from data services, partially offset by a decline in our voice revenue. Revenue

Total data revenue was $4,612 million and accounted for 33.3% of service revenue during the three months ended March 31, 2010, compared to $3,649 million and 27.9%, respectively, during the similar period in 2009. Total data revenue continues to increase as a result of growth of our e-mail, Mobile Broadband and messaging services. Voice revenue decreased overall as a result of continued declines in the voice average revenue per customer per month (“ARPU”), as discussed below, partially offset by an increase in the number of customers. We expect that total service revenue and data revenue will continue to grow as we grow our customer base, increase the penetration of our data offerings and increase the proportion of our customer base using third generation (“3G”) multimedia phones or 3G smartphone devices.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions, except ARPU)	2010		2009		% Change		2010		2009		% Change
Service revenue	$	13,788	$	13,349	3.3		$	27,633	$	26,424	4.6
Equipment and other		1,950		2,131	(8.5	)		3,888		4,178	(6.9	)

Total Operating Revenue	$	15,738	$	15,480	1.7		$	31,521	$	30,602	3.0

Service ARPU	$	49.50	$	51.10	(3.1	)	$	49.82	$	50.92	(2.2	)
Retail service ARPU		50.57		51.11	(1.1	)		50.76		51.04	(0.5	)
Total data ARPU		16.46		14.96	10.0			16.59		14.56	13.9

~~The~~Our ~~declines in both our service ARPU and retail service ARPU were due to a continued reduction in voice ARPU, partially offset by an~~total ~~increase~~operating inrevenue total data ARPU. Additionally, the decline in our service ARPU was impacted by changes in our customer mix as a result of increased reseller net customer additions. Total voice ARPU declined $3.14, or 8.6%, during the three months ended ~~March~~ June 3130, 2010, ~~compared~~increased toby ~~the~~$258 ~~similar~~million, ~~period~~or ~~in 2009~~1.7%, ~~due to the on-going impact of customers seeking to optimize the value of our offerings by moving to bundled minute~~ and ~~Family Share plans. Total data ARPU increased by~~ $~~2.55~~919 million, or 183.0%, during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~periods in 2009, ~~as a result of continued growth and penetration of our data offerings,~~ primarily asdue ~~a result of data packages attached~~ to ~~our~~growth ~~3G multimedia phones and 3G~~in ~~smartphone~~service ~~devices~~revenue.

~~Equipment~~Service ~~and~~Revenue other revenue during the three months ended March 31, 2010 decreased by $109 million, or 5.3%, compared to the similar period in 2009. Equipment revenue decreased primarily due to the decrease in gross retail customer additions and a decrease in average revenue per equipment unit as a result of promotional activities, partially offset by an increase in the number of equipment units sold to existing customers upgrading their devices.

~~Operating~~Service ~~Costs~~revenue during the three months ended June 30, 2010 increased by $439 million, or 3.3%, and ~~Expenses~~$1,209 million, or 4.6%, during the six months ended June 30, 2010, compared to the similar periods in 2009, primarily due to a 4.4 million, or 5.0%, increase in total customers since July 1, 2009, as well as continued growth from data services, partially offset by a decline in wireless voice revenue.

	Three Months Ended March 31,
(dollars in millions)	2010		2009		% Change
Cost of service	$	2,000	$	1,919	4.2
Cost of equipment		2,812		2,803	0.3
Selling, general and administrative		4,682		4,581	2.2
Depreciation and amortization		1,840		1,793	2.6
Total Operating Costs and Expenses	$	11,334	$	11,096	2.1

~~Cost~~Total data revenue was $4,586 million and accounted for 33.3% of ~~Service~~service revenue during the three months ended June 30, 2010, compared to $3,908 million and 29.3% during the similar period in 2009. Total data revenue was $9,198 million and accounted for 33.3% of service revenue during the six months ended June 30, 2010, compared to $7,557 million and 28.6% during the similar period in 2009. Total data revenue continues to increase as a result of growth of our e-mail, Mobile Broadband and messaging services, partially offset by the one-time non-cash reduction to wireless data revenue as described above. Voice revenue decreased as a result of continued declines in our voice average revenue per customer per month (“ARPU”), as discussed below, partially offset by an increase in the number of customers. We expect that total service revenue and data revenue will continue to grow as we grow our customer base, increase the penetration of our data offerings and increase the proportion of our customer base using third generation (“3G”) multimedia phones or 3G smartphone devices.

~~Cost~~The declines in both our service ARPU and retail service ARPU were due to a continued reduction in voice revenue per customer, partially offset by increases in our penetration of data offerings. Additionally, the decline in our service ~~increased~~ARPU was impacted by ~~$81~~changes ~~million~~in our customer mix as a result of increased reseller net customer additions. Total voice ARPU declined $3.10, or 48.26%, during the three months ended ~~March~~June 3130, 2010, and declined $3.13, or 8.6%, during the six months ended June 30, 2010, compared to the similar ~~period~~periods in 2009., ~~The~~due ~~increase~~to inthe ~~cost~~on-going impact of ~~services~~customers ~~was~~seeking ~~primarily attributable~~ to optimize ~~higher~~the ~~wireless~~value ~~network~~of ~~costs~~our asofferings aby ~~result~~moving ofto anbundled ~~increase~~minute inand ~~operating~~Family ~~lease~~Share ~~expense,~~plans. ~~international~~The ~~long~~increases ~~distance~~in ~~costs,~~total asdata ~~well~~ARPU aswere ~~increased~~due ~~use~~to increases of ~~data~~$2.41 ~~services,~~and ~~such~~$2.48 asduring ~~e-mail~~ the three and ~~messaging.~~six ~~These~~months ~~increases~~ended ~~were~~June 30, ~~partially~~2010, ~~offset~~compared byto athe ~~decrease~~similar periods in ~~roaming~~2009, ~~costs~~as ~~that~~a ~~was~~result ~~realized~~of ~~primarily~~continued bygrowth ~~moving~~and ~~more~~penetration ~~traffic~~of to our ~~own~~data ~~network~~offerings, primarily as a result of ~~the~~data ~~acquisition~~packages ofattached ~~Alltel~~to our 3G multimedia phones and 3G smartphone devices. ~~Cost~~Partially ofoffsetting ~~service~~the increases in ~~the~~total ~~three~~data ~~months~~ARPU ~~ended~~were ~~March 31,~~reductions ~~2010~~of ~~also~~$0.91 ~~included~~and $240.45 ~~million,~~during ~~unchanged~~the ~~compared~~three toand ~~the~~six ~~similar~~months ~~period~~ended inJune 30, ~~2009~~2010, ~~for~~respectively, ~~merger~~as ~~integration~~a ~~costs~~result ~~related~~of to the ~~acquisition~~above ofmentioned ~~Alltel~~one-time non-cash reduction to wireless data revenue.

Equipment and Other Revenue

Equipment and other revenue during the three months ended June 30, 2010 decreased by $181 million, or 8.5%, and $290 million, or 6.9%, during the six months ended June 30, 2010, compared to the similar periods in 2009. Equipment revenue decreased primarily due to declines in gross retail customer additions and average revenue per equipment unit as a result of promotional activities.

Operating Costs and Expenses


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions)	2010		2009		% Change		2010		2009		% Change
Cost of service	$	2,025	$	1,912	5.9		$	4,025	$	3,831	5.1
Cost of equipment		2,851		2,936	(2.9	)		5,663		5,739	(1.3	)
Selling, general and administrative		4,623		4,536	1.9			9,305		9,117	2.1
Depreciation and amortization		1,852		1,819	1.8			3,692		3,612	2.2

Total Operating Costs and Expenses	$	11,351	$	11,203	1.3		$	22,685	$	22,299	1.7

Cost of Service

Cost of service during the three months ended June 30, 2010 increased by $113 million, or 5.9%, and $194 million, or 5.1%, during the six months ended June 30, 2010, compared to the similar periods in 2009. The increase in cost of service was primarily attributable to higher wireless network costs as a result of an increase in operating lease expense and local interconnection cost. Cost of service in the three and six months ended June 30, 2010 also included $51 million and $75 million, respectively, and $3 million and $27 million, respectively, during similar periods in 2009, for merger integration costs related to the acquisition of Alltel.

Cost of Equipment

Cost of equipment ~~sales~~during ~~increased~~the three months ended June 30, 2010 decreased by $85 million, or 2.9%, and $76 million, or 01.3%, during the six ~~three~~ months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~ periods in 2009, primarily due to ana ~~increase~~decrease in ~~the~~gross ~~number~~retail ofcustomer ~~equipment~~additions ~~units~~partially ~~sold~~offset toby ~~existing customers upgrading their wireless devices and~~ an increase in the average cost per ~~equipment~~ unit~~, offset by a decrease in gross retail customer additions~~. Cost of equipment in the three ~~months~~and six months ended ~~March~~June 3130, 2010 also included $1345 million and $58 million, asrespectively, ~~compared~~and to$21 million and $3758 million, respectively, during ~~the~~ similar ~~period~~periods in 2009, for merger integration costs, ~~such~~related ~~as handset conversions, primarily relating~~ to the Alltel acquisition.

Selling, General and Administrative Expenses

Selling, general and administrative expense during the three months ended June 30, 2010 increased by $~~101~~87 million, or 21.9%, and $188 million, or 2.1%, during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~periods in 2009, primarily due to an increase in sales commission expense in our indirect channel as well as an increase in regulatory fees. Indirect sales commission expense increased $~~117~~195 million and $312 million, respectively, during the three and six months ended June 30, 2010 as a result of increases in both equipment upgrades leading to contract renewals and the average commission per unit as the mix of units and service plans sold continues to shift toward data devices and bundled data plans. Regulatory fees increased $77 32 million and $109 million, respectively, during the three and six months ended June 30, 2010, compared to the similar periods in 2009, due to both the growth in our revenues subject to fees and an increase in the federal universal service fund rate. We ~~also~~These ~~experienced~~ increases inwere ~~other~~partially ~~selling,~~offset ~~general~~by ~~and~~a ~~administrative~~decrease ~~expense~~in ~~primarily~~compensation asrelated acosts, ~~result~~excluding commissions, of ~~supporting~~$126 amillion ~~larger~~and ~~customer~~$91 ~~base~~million asduring ofthe ~~March~~three and six months ended June 3130, 2010, compared to ~~March 31,~~the ~~2009.~~similar ~~These~~periods ~~increases~~in ~~were~~2009. ~~partially~~Selling, ~~offset~~general byand aadministrative ~~decrease~~expenses in ~~advertising~~the three and ~~promotion~~six ~~expense,~~months asended aJune 30, ~~result~~2010 ofalso ~~converting~~included ~~the~~$66 million ~~retained~~and ~~Alltel~~$106 ~~markets~~million, torespectively, ~~the Verizon~~of ~~Wireless~~merger ~~brand~~integration ~~starting~~costs inrelated to the ~~second~~acquisition ~~quarter~~ of ~~2009~~Alltel. Selling, general and administrative expenses in the three and six months ended ~~March~~June 3130, ~~2010~~2009 ~~also~~ included $4066 million ofand ~~merger~~$206 ~~integration costs~~million, respectively, asprimarily ~~compared~~related to ~~$140 million in~~ the ~~similar~~ ~~period~~acquisition ~~in 2009 that were comprised~~ of ~~costs~~Alltel, ~~such~~for as transaction fees and costs ~~related~~associated towith the acquisition ofand ~~Alltel~~merger integration costs.

Depreciation and Amortization Expense

Depreciation and amortization expense during the three months ended June 30, 2010 increased by $4733 million, or 1.8%, and $80 million, or 2.62%, during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~periods in 2009. ~~This~~These ~~increase~~increases ~~was~~were primarily driven by growth in depreciable assets through the ~~first~~second quarter of 2010.

Other Consolidated Results

	Three Months Ended March 31,
	Three Months Ended June 30,								Six Months Ended June 30,
(dollars in millions)	2010			2009			% Change		2010			2009			% Change
Interest expense, net	$	(~~151~~105	)	$	(~~442~~290	)	(6563.8	)	$	(256	)	$	(732	)	(65.0	)
Interest income and other, net		2515			2019		25(21.01	)		40			39		2.6
Provision for income taxes		(~~243~~505	)		(79363	)	nm39.1			(748	)		(442	)	69.2
Effective income tax rate		511.68	%		29.21	%	nm29.7			8.7	%		5.8	%	49.4
Net income attributable to noncontrolling interest		6971			7067		(16.40	)		140			137		2.2

nm – Not meaningful

Interest expense, net

Interest expense, net during the three months ended June 30, 2010 decreased by $~~291~~185 million, or 6563.8%, and $476 million, or 65.0%, during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~ periods in 2009, primarily due to a decrease in the weighted-average amount of debt outstanding and lower weighted-average interest rates. The decrease in the weighted-average amount of debt outstanding compared to the similar ~~period~~periods in 2009 was primarily driven by repayments for both affiliate and external borrowings. Interest costs during the three and six months ended ~~March 31~~June 30, 2009 included fees related to the bridge facility that was entered into and utilized to complete the acquisition of Alltel, which contributed to the higher weighted-average interest rate in the prior year.

17Capitalized interest for the three and six months ended June 30, 2010 was $182 million and $318 million, respectively, relating to capitalization of interest on wireless licenses under development for commercial services, primarily as a result of the spectrum acquired in the 700 MHZ auction.

Capitalized interest for the three months ended March 31, 2010 was $136 million, relating to capitalization of interest on wireless licenses under development for commercial services, primarily as result of the spectrum acquired in the 700 MHZ auction (“Auction 73”).

Provision for income taxes

The effective tax rate for the three and six months ended ~~March~~June 3130, 2010 compared to the similar ~~period~~periods in 2009 increased due to ~~an increase~~a intax charge of approximately $201 million for the ~~proportion~~taxable gain on the excess of ~~income~~book ~~earned~~over ~~through~~tax ~~corporate~~basis ~~entities~~of ~~compared~~the togoodwill ~~markets~~associated ~~owned~~with ~~directly~~the orAlltel ~~through~~Divestiture ~~partnership~~Markets, ~~entities~~which we recorded upon the completion of the divestitures. In addition, ~~for~~during the three months ended March 31, 2009, there was a one-time benefit resulting from the Alltel acquisition’s impact on ~~the~~ our deferred tax liability.

Net Income

	Three Months Ended March 31,
	Three Months Ended June 30,					Six Months Ended June 30,
(dollars in millions)	2010		2009		% Change	2010		2009		% Change
Net income	$	43,~~080~~792	$	3,~~525~~643	154.71	$	7,872	$	7,168	9.8

Net income ~~increased~~during the three months ended June 30, 2010 increased by $~~555~~149 million, or 154.71%, and $704 million, or 9.8%, during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to the similar ~~period~~periods in 2009, primarily as a result of the impact of factors described in connection with operating revenue and operating expenses above.

Consolidated Financial Condition

	Three Months Ended March 31,
	Six Months Ended June 30,
(dollars in millions)	2010			2009			Change
Net cash provided by operating activities	$	613,~~532~~223		$	510,~~510~~418		2,805
Net cash used in investing activities		(21,~~066~~762	)		(68,~~470~~392	)	6,630
Net cash used in financing activities		(411,~~131~~052	)		(610,~~468~~704	)	(348	)
Increase (Decrease) in cash		~~335~~409			(78,~~428~~678	)	9,087

We use the net cash generated from our operations to fund network expansion and technology upgrades, repay affiliate and external debt, pay distributions to our Partners, and from time to time, make strategic investments in licenses or operating markets. We believe that internally generated funds are sufficient to meet ongoing operating and investing requirements. We expect that our capital spending, distributions to our Partners, interest payments on our debt and other general corporate expenditures will continue to be financed primarily through internally generated funds. We also have borrowing capacity under a fixed rate promissory note with an affiliate that permits us to borrow, repay and re-borrow from time to time up to $0.8 billion. This note provides daily liquidity, which has historically allowed us to maintain low cash balances.

The amount of cash that we need to service our debt substantially increased with the acquisition of Alltel. Our ability to make payments on our debt when due will depend largely upon our future cash balances and operating performance. Internally generated funds may not be sufficient to repay the principal on our debt when due, or to pay additional distributions to our Partners, if declared, and as a result, we may need to obtain cash from other sources. Sources of future affiliate and external financing requirements may include a combination of debt financing provided through affiliate debt facilities with Verizon Communications and its subsidiaries, borrowings from banks, or debt issued in private placements or in the public markets.

Cash Flows Provided By Operating Activities

Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities during the ~~three~~ six months ended ~~March~~June 3130, 2010 increased by $12.08 billion, or 1826.59%, compared to the similar period in 2009, primarily due to an increase in changes in working capital along with increases in operating income.

Cash Flows Used In Investing Activities

Capital Expenditures

Capital expenditures continue to be our primary ongoing use of capital resources as they facilitate the introduction of new products and services, enhance responsiveness to competitive challenges and increase the operating efficiency and productivity of our wireless networks. We ~~are~~invested ~~directing~~$4.0 ~~our~~billion ~~capital~~and ~~spending~~$3.3 ~~primarily~~billion ~~toward~~in ~~continued~~capital ~~investment~~expenditures, inincluding ~~our~~capitalized ~~wireless~~software, ~~EV-DO~~in ~~networks~~the six months ended June 30, 2010 and ~~funding~~2009, ~~the~~respectively. ~~build-out~~The ofincrease ~~our~~in 4Gcapital ~~network~~expenditures ~~based~~during onthe ~~LTE~~six ~~technology.~~months Weended ~~invested~~June 30, ~~$1.8~~2010, ~~billion~~compared ~~and~~to ~~$1.6~~the ~~billion~~similar period in ~~capital expenditures~~2009, ~~including~~was ~~capitalized~~primarily ~~software,~~due to continued investment in our wireless EV-DO networks and funding the ~~three~~build-out ~~months~~of ~~ended~~our ~~March 31,~~4G ~~2010~~network ~~and~~based ~~2009,~~on ~~respectively~~LTE technology.

~~The~~Dispositions increase in capital expenditures during the three months ended March 31, 2010, compared to the similar period in 2009, was primarily due to continued investment in our wireless EV-DO networks and funding the build-out of our 4G network based on LTE technology.

During the six months ended June 30, 2010, we received cash proceeds of $2.6 billion in connection with the required divestitures of overlapping properties as a result of the acquisition of Alltel (see Recent Developments).

Acquisitions

On January 9, 2009, we completed our acquisition of the equity of Alltel for cash consideration of $4.9 billion, net of cash acquired from Alltel.

Cash Flows Used In Financing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, net cash used in financing activities was $411.1 billion and $610.57 billion, respectively, which primarily included net debt repayments and distributions to our Partners as described below.

Our total debt decreased by $39.41 billion to $2317.36 billion during the ~~three~~six months ended ~~March~~June 3130, 2010, compared to December 31, 2009, primarily due to the following debt repayments:

• During the ~~three~~six months ended ~~March~~June 3130, 2010, we repaid $35.20 billion of ~~the borrowings under~~ our $9.4 billion floating rate promissory note, which was payable to Verizon Financial Services LLC (“VFSL”), a wholly-owned subsidiary of Verizon Communications. During April 2010, we repaid $0.8 billion of the borrowings under this note, reducing the outstanding borrowings under this note to approximately $1.0 billion. On March 12, 2010, we and VFSL amended certain provisions of this note to extend the term of this note to October 31, 2010. The amendment also requires the repayment of any unpaid principal, plus accrued interest, with the cash proceeds received from the sale of any Alltel Divestiture Markets within 5 business days of receipt of such cash proceeds. Amounts outstanding under the amended note will bear interest at a rate of LIBOR plus 1.10% for each interest period.

• OnDuring ~~April~~the 16six months ended June 30, 2010, we repaid $02.8 billion of borrowings under a three-year term loan facility, reducing the outstanding borrowings under this facility to $31.2 billion at June 30, 2010. During July 2010, we repaid $0.7 billion of borrowings under this facility, reducing the outstanding borrowings under this facility to $0.5 billion.

•

On June 28, 2010, we exercised our right to redeem all of our outstanding $1,000 million Put/Call Floating Rate Notes due June 2011 at a redemption price of 100% of the principal amount of the notes, plus accrued and unpaid interest through the date of redemption.

Additionally, on July 28, 2010, we entered into an amendment of our affiliate $750 million fixed rate promissory note payable to VFSL, due August 1, 2010. The fixed rate note, as amended, extends the maturity date to August 1, 2013 and gives VFSL the right to cancel this note and require settlement of the aggregate unpaid principal and interest under this note on August 1, 2011 or August 1, 2012. There were no outstanding borrowings under this note at the time of the amendment.

Distributions

As required under the Partnership Agreement, we paid aggregate tax distributions of $~~867~~2,114 million and $~~336~~1,427 million to our Partners during the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, respectively. In addition to our quarterly tax distribution to our Partners, our Partners have directed us to make supplemental tax distributions to them, subject to our board of representatives’ right to reconsider these distributions based on significant changes in overall business and financial conditions. During the ~~three~~six months ended ~~March~~June 3130, 2010, we made a supplemental tax distribution in the aggregate amount of $~~167~~334 million, which is included in the total distribution paid above. Supplemental tax distributions in the amount of $~~500~~ 333 million, comprised of $~~225~~150 million to Vodafone and $~~275~~183 million to Verizon Communications, remain payable in equal installments in each of the remaining quarters of 2010. Subsequent annual supplemental tax distributions in the amount of $667 million comprised of $300 million to Vodafone and $367 million to Verizon Communications, in each of 2011 and 2012, will be paid in equal quarterly installments during each of those years on the same dates that the established regular quarterly tax distributions are made.

Credit Ratings

There were no changes to the credit ratings of Cellco Partnership from those discussed in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Cash Flows (Used in)/Provided by Financing Activities,” in our Annual Report on Form 10-K for the year ended December 31, 2009.

~~While~~The ~~we do not presently anticipate a ratings downgrade, the~~ three primary rating agencies have identified ~~potential~~factors ~~circumstances~~ which they believe could result in a ratings downgrade for Cellco Partnership in the future, including sustained leverage levels asresulting ~~a result of~~from: (i) diminished wireless operating performance as a result of a weakening economy and competitive pressures; and (ii) failure to achieve significant synergies from the Alltel integration. A downgrade in our credit rating, or that of Verizon Communications, would increase our cost of obtaining financing, and could affect the amounts of indebtedness and types of financing structures and debt that may be available to us. Additionally, the interest rate on our outstanding borrowings under the three-year term facility would be affected by changes to our credit ratings. Securities ratings assigned by rating organizations are expressions of opinion and are not recommendations to buy, sell, or hold securities.

Covenants

Our three-year term loan facility contains covenants that are typical for large, investment grade companies. These covenants include requirements to pay interest and principal in a timely fashion, to pay taxes, to maintain insurance with responsible and reputable insurance companies, to keep appropriate books and records of financial transactions, to maintain our properties, ~~provide~~to provide financial and other reports to our lenders, to limit pledging and disposition of assets and mergers and consolidations, and other similar covenants.

In addition, we are required to maintain on the last day of any period of four fiscal quarters a leverage ratio of debt to earnings before interest, taxes, depreciation, amortization and other adjustments, as defined in the three-year term loan facility, not in excess of 3.25 times based on the preceding twelve months. At ~~March~~June 3130, 2010, the leverage ratio was 0.97 times.

~~Our~~As ~~promissory note with VFSL contains covenants that limit our ability to merge with another entity and dispose~~ of ~~our assets~~June 30, ~~and contains customary events of default~~2010, ~~including~~we ~~nonpayment~~were ofin ~~principal~~compliance orwith ~~interest,~~all ~~breach~~ of ~~covenants,~~our ~~certain bankruptcy events, cross-default to other~~ debt ~~owed to VFSL and its affiliates and cross-acceleration to other material debt~~covenants. In addition, the loss of Verizon Communications’ power to appoint a majority of our board of representatives and, subject to certain exceptions, the incurrence of additional indebtedness by us will constitute an event of default.

As of March 31, 2010, we were in compliance with all of our debt covenants.

Increase (Decrease) In Cash and Cash Equivalents

Our Cash and cash equivalents at ~~March~~June 3130, 2010 totaled $01.90 billion, a $0.34 billion increase compared to Cash and cash equivalents at December 31, 2009 for the reasons discussed above.

Market Risk

We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes and foreign currency exchange rate fluctuations. We employ risk management strategies which may include the use of a variety of derivatives, including cross-currency swaps and interest rate swap agreements. We do not hold derivatives for trading purposes.

It is our general policy to enter into interest rate and foreign currency derivative transactions only to the extent necessary to achieve our desired objectives in limiting our exposure to the various market risks. Our objectives include maintaining a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. We do not hedge our market risk exposure in a manner that would completely eliminate the effect of changes in interest rates and foreign exchange rates on our earnings. We do not expect that our net income, liquidity nor cash flows will be materially affected by these risk management strategies.

Interest Rate Risk

Our primary market risk relates to changes in interest rates, primarily on ~~our short-term debt and~~ the portion of ~~long-term~~our debt that carries a floating interest rate. As of ~~March~~June 3130, 2010 we had approximately $82.05 billion of aggregate floating rate debt outstanding. A change in the interest rate of 1.0% would change annual interest expense by $8025 million. The interest rates on our existing ~~long-term~~ debt obligations, with the exception of the three-year term loan facility, are unaffected by changes to our credit ratings.

Foreign Currency Risk

Cross Currency Swaps

~~During~~We have ~~the fourth quarter of 2008, we~~ entered into cross currency swaps designated as cash flow hedges to exchange approximately $2.4 billion of the net proceeds from ~~the~~a ~~December 18,~~debt ~~2008~~ offering of British Pound Sterling and Euro denominated debt into U.S. dollars and to fix our future interest and principal payments in U.S. dollars, as well as mitigate the impact of foreign currency transaction gains or losses. The fair value of ~~the~~these ~~cross currency~~ swaps included in Other intangibles and other assets, net inand ~~the~~Other ~~condensed~~non-current ~~consolidated~~liabilities ~~balance sheets were~~ was $~~170~~34 million and $~~315~~103 million, asrespectively, ofat ~~March~~June 3130, 2010 ~~and~~. ~~December 31,~~The ~~2009,~~fair ~~respectively.~~value ~~The~~of ~~change~~these swaps included in ~~the~~Other ~~fair~~intangibles ~~value~~and ofother ~~the~~assets, ~~cross~~net ~~currency~~was ~~swaps~~$315 ~~during~~million at December 31, 2009. During the three and six months ended ~~March~~June 3130, 2010, ~~offset~~a ~~the~~pretax ~~change~~loss of $239 million and $383 million, respectively, was recognized in ~~the~~Other ~~carrying~~comprehensive ~~value~~income (loss), a portion of ~~the~~which ~~underlying~~was ~~debt~~reclassified ~~obligations~~to ~~due~~Interest income and other, net to offset the ~~impact~~related ~~of foreign~~pretax foreign-currency ~~exchange~~transaction gain ~~movements~~on the underlying debt obligations.

Other Factors That May Affect Future Results

Recent Developments

Alltel Divestiture Markets

As a condition of the regulatory approvals ~~that~~by ~~were required to complete~~ the ~~acquisition~~Department of ~~Alltel,~~Justice weand ~~are~~the ~~required~~Federal Communications Commission to ~~divest~~complete the ~~Alltel~~ ~~Divestiture~~acquisition ~~Markets. These markets consist primarily~~ of Alltel ~~operations,~~in ~~but~~January ~~also include our pre-merger~~2009, ~~Verizon~~we ~~Wireless-branded~~were ~~operations~~required into ~~four~~divest ~~markets,~~overlapping asproperties ~~well as operations~~ in ~~southern~~105 ~~Minnesota~~operating ~~and~~markets ~~western~~in ~~Kansas~~24 ~~that were acquired from Rural Cellular~~states. AsTotal ofassets ~~March 31,~~and ~~2010,~~ total ~~assets~~liabilities ~~to be~~ divested ofwere $2.6 billion and $0.1 billion, respectively, principally comprised of network assets, wireless licenses and customer relationships,; ~~and~~that ~~total~~were ~~liabilities to be divested of $0.1 billion are~~ included in Prepaid expenses and other current assets and Other current liabilities, respectively, on the ~~accompanying~~ condensed consolidated balance sheets. at December 31, 2009.

On May 8, 2009, we entered into a definitive agreement with AT&T Mobility, ~~LLC~~a (“subsidiary of AT&T ~~Mobility”)~~Inc., pursuant to which AT&T Mobility agreed to acquire 79 of the 105 Alltel Divestiture Markets, including licenses and network assets, for approximately $2.4 billion in cash. On June 9, 2009, we entered into a definitive agreement with ~~Atlantic Tele-Network, Inc. (“~~ATN”), pursuant to which ATN agreed to acquire the remaining 26 Alltel Divestiture Markets, including licenses and network assets, for $200 million in cash. During ~~April~~the second quarter of 2010, we received the necessary regulatory approvals ~~necessary to complete the sale of the markets to ATN~~ and completed ~~the transaction~~both transactions. ~~We expect to close the transaction with AT&T Mobility during the second quarter of 2010 subject to receipt of regulatory approval.~~

Regulatory and Competitive Trends

Information related to Regulatory and Competitive Trends is disclosed in Part I, Item 1. “Business” in our Annual Report on Form 10-K for the year ended December 31, 2009.

~~Other~~ Recent Accounting Standards

22In September 2009, the accounting standard update regarding revenue recognition for arrangements that include software elements was issued. This update requires tangible products that contain software and non-software elements that work together to deliver the product’s essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. We are currently evaluating the impact that this standard update will have on our consolidated financial statements.

In September 2009, the accounting standard update regarding revenue recognition for arrangements that include software elements was issued. This update requires tangible products that contain software and non-software elements that work together to deliver the products essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. We are currently evaluating the impact that this standard update will have on our consolidated financial statements.

Cautionary Statement Concerning Forward-Looking Statements

In this Quarterly Report on Form 10-Q 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. Forward-looking statements also include those preceded or followed by the words “anticipates,” “believes,” “estimates,” “hopes” or similar expressions.

The following important factors, along with those discussed elsewhere in this Quarterly Report and those disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, 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;

•

the effects of adverse conditions in the U.S. economy;

•

the effects of competition in our markets;

•

the effects of material changes in available technology;

•

any disruption of our suppliers’ provisioning of critical products or services;

•

the impact of natural or man-made disasters or existing or future litigation and any resulting financial impact not covered by insurance;

•

technology substitution;

•

an adverse change in the ratings afforded our debt securities, or those of Verizon Communications, by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing;

•

our ability to obtain sufficient financing to satisfy our substantial capital requirements, including to fund capital expenditures, debt service and distributions to our owners, and to refinance our existing debt;

•

any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results;

•

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;

•

our ability to complete acquisitions and dispositions;

• our ability to successfully integrate ~~the~~ Alltel ~~business~~Corporation into our business and achieve the anticipated benefits of the acquisition;

•

the impact of continued unionization efforts with respect to our employees; and

•

the inability to implement our business strategies.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.

Controls and Procedures

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. Based on this evaluation, our chief executive officer and chief financial officer have concluded that the registrant’s disclosure controls and procedures were effective as of ~~March~~June 3130, 2010.

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.

Part II - Other Information

Item 1.

Legal Proceedings

We are a defendant, along with other wireless service providers, wireless phone manufacturers, standard-setting bodies, industry trade associations and others, in a lawsuit, Marks v. Motorola, filed in the Superior Court for the District of Columbia on April 22, 2010. The plaintiff alleges personal injuries, including brain cancer, from wireless phone use. Cellular One Group and Western Wireless Corp., both Alltel-related entities, are also named as defendants in this lawsuit. Plaintiff seeks compensatory, consequential and/or punitive damages.

On June 22, 2010, the Court of Appeals for the Ninth Circuit affirmed the District Court’s dismissal of all remaining claims of plaintiffs in Jasso, et al. v. Verizon Wireless, et al., an action by pro se plaintiffs that was filed on November 30, 2005 in the U.S. District Court, Eastern District of California. Plaintiffs alleged various illnesses as a result of alleged exposure to radiofrequency emissions from radiofrequency antennas that plaintiffs claimed had failed to comply with federal regulatory emissions standards. Plaintiffs sought unspecified compensatory and exemplary damages and attorneys’ fees. On July 2, 2010, the plaintiffs filed a motion for reconsideration of the Ninth Circuit’s decision.

Item 1A.

Risk Factors

~~Information~~There have ~~related~~been no material changes to our risk factors isas previously disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 6.

Exhibits

ExhibitNumber		Description
10.1		Verizon Communications Inc. Long-Term Incentive Plan - Restricted Stock Unit Agreement 2010-12 Award Cycle (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
3.1		Amendment No. 4 to Cellco Partnership Amended and Restated Partnership Agreement, dated as of July 16, 2010.
10.2		Verizon Communications Inc. Long-Term Incentive Plan - Performance Stock Unit Agreement 2010-12 Award Cycle (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
10.1		Amendment No. 9, dated as of April 30, 2010, to the Auction 73 Floating Rate Promissory Note between Cellco Partnership and Verizon Financial Services dated as of March 31, 2008.
10.3		Form of Amendment to Employment Agreement between Verizon Communications Inc. and Band 1 Senior Manager (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
10.2		Amendment No. 9, dated as of July 28, 2010, to the Fixed Rate Promissory Note Between Cellco Partnership and Verizon Financial Services LLC dated as of September 1, 2005.
10.4		Verizon Senior Manager Severance Plan (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
10.5		Verizon Wireless Senior Manager Severance Plan.
10.6		Special Performance Stock Unit Agreement (filed as Exhibit 10j(vii) to Verizon Communications Inc. Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference (No. 001-08606)).
10.7		Auction 73 Floating Rate Promissory Note between Cellco Partnership and Verizon Financial Services LLC and amendments thereto (previously filed as an exhibit to Cellco Partnership’s 2009 Form 10-K (No. 333-160446) and incorporated by reference herein).
12		Computation of Ratio of Earnings to Fixed Charges.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Signature

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.

	CELLCO PARTNERSHIP (d/b/a VERIZON WIRELESS)	~~CELLCO PARTNERSHIP (d/b/a VERIZON WIRELESS)~~
Date: April 28, 2010		By	/s/ John Townsend
Date: July 29, 2010	By	/s/ John Townsend
		John Townsend	~~John Townsend~~
		Vice President and Chief Financial Officer	~~Vice President and Chief Financial Officer~~
		(Principal Financial and Accounting Officer)	~~(Principal Financial and Accounting Officer)~~

Exhibit Index

ExhibitNumber		Description
10.1		Verizon Communications Inc. Long-Term Incentive Plan - Restricted Stock Unit Agreement 2010-12 Award Cycle (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
3.1		Amendment No. 4 to Cellco Partnership Amended and Restated Partnership Agreement, dated as of July 16, 2010.
10.2		Verizon Communications Inc. Long-Term Incentive Plan - Performance Stock Unit Agreement 2010-12 Award Cycle (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
10.1		Amendment No. 9, dated as of April 30, 2010, to the Auction 73 Floating Rate Promissory Note between Cellco Partnership and Verizon Financial Services dated as of March 31, 2008.
10.3		Form of Amendment to Employment Agreement between Verizon Communications Inc. and Band 1 Senior Manager (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
10.2		Amendment No. 9, dated as of July 28, 2010, to the Fixed Rate Promissory Note Between Cellco Partnership and Verizon Financial Services LLC dated as of September 1, 2005.
10.4		Verizon Senior Manager Severance Plan (incorporated herein by reference to Verizon Communications Inc. Form 10-Q for the period ended March 31, 2010 (No. 001-08606)).
10.5		Verizon Wireless Senior Manager Severance Plan.
10.6		Special Performance Stock Unit Agreement (filed as Exhibit 10j(vii) to Verizon Communications Inc. Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference (No. 001-08606)).
10.7		Auction 73 Floating Rate Promissory Note between Cellco Partnership and Verizon Financial Services LLC and amendments thereto (previously filed as an exhibit to Cellco Partnership’s 2009 Form 10-K (No. 333-160446) and incorporated by reference herein).
12		Computation of Ratio of Earnings to Fixed Charges.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

Filing Compare · CELLCO PARTNERSHIP