VZ » Topics » Cellular Partnerships and Other

This excerpt taken from the VZ 8-K filed Nov 2, 2009.

Cellular Partnerships and Other

In August 2002, Verizon Wireless and Price Communications Corp. (Price) combined Price’s wireless business with a portion of Verizon Wireless. The resulting limited partnership, Verizon Wireless of the East LP (VZ East), is controlled and managed by Verizon Wireless. In exchange for its contributed assets, Price received a limited partnership interest in VZ East which was exchangeable into the common stock of Verizon Wireless if an initial public offering of that stock occurred, or into the common stock of Verizon on the fourth anniversary of the asset contribution date. On August 15, 2006, Verizon delivered 29.5 million shares of newly-issued Verizon common stock to Price valued at $1,007 million in exchange for Price’s limited partnership interest in VZ East.

 

49


Note 9

 

Leasing Arrangements
These excerpts taken from the VZ 10-K filed Feb 24, 2009.

Cellular Partnerships and Other

In August 2002, Verizon Wireless and Price Communications Corp. (Price) combined Price’s wireless business with a portion of Verizon Wireless. The resulting limited partnership, Verizon Wireless of the East LP (VZ East), is controlled and managed by Verizon Wireless. In exchange for its contributed assets, Price received a limited partnership interest in VZ East which was exchangeable into the common stock of Verizon Wireless if an initial public offering of that stock occurred, or into the common stock of Verizon on the fourth anniversary of the asset contribution date. On August 15, 2006, Verizon delivered 29.5 million shares of newly-issued Verizon common stock to Price valued at $1,007 million in exchange for Price’s limited partnership interest in VZ East.

Cellular Partnerships and Other

FACE="Times New Roman" SIZE="2">In August 2002, Verizon Wireless and Price Communications Corp. (Price) combined Price’s wireless business with a portion of Verizon Wireless. The resulting limited partnership, Verizon Wireless of the East LP
(VZ East), is controlled and managed by Verizon Wireless. In exchange for its contributed assets, Price received a limited partnership interest in VZ East which was exchangeable into the common stock of Verizon Wireless if an initial public offering
of that stock occurred, or into the common stock of Verizon on the fourth anniversary of the asset contribution date. On August 15, 2006, Verizon delivered 29.5 million shares of newly-issued Verizon common stock to Price valued at
$1,007 million in exchange for Price’s limited partnership interest in VZ East.

These excerpts taken from the VZ 10-K filed Feb 28, 2008.

Cellular Partnerships and Other

 

In August 2002, Verizon Wireless and Price Communications Corp. (Price) combined Price’s wireless business with a portion of Verizon Wireless. The resulting limited partnership, Verizon Wireless of the East LP (VZ East), is controlled and managed by Verizon Wireless. In exchange for its contributed assets, Price received a limited partnership interest in VZ East which was exchangeable into the common stock of Verizon Wireless if an initial public offering of that stock occurred, or into the common stock of Verizon on the fourth anniversary of the asset contribution date. On August 15, 2006, Verizon delivered 29.5 million shares of newly-issued Verizon common stock to Price valued at $1,007 million in exchange for Price’s limited partnership interest in VZ East. As a result of acquiring Price’s limited partnership interest, Verizon recorded goodwill of $345 million in the third quarter of 2006 attributable to its Domestic Wireless segment.

 

Note 8

Merger and Acquisitions

 

Cellular Partnerships and Other

STYLE="margin-top:0px;margin-bottom:-6px"> 

In August 2002, Verizon Wireless and Price Communications Corp. (Price)
combined Price’s wireless business with a portion of Verizon Wireless. The resulting limited partnership, Verizon Wireless of the East LP (VZ East), is controlled and managed by Verizon Wireless. In exchange for its contributed assets, Price
received a limited partnership interest in VZ East which was exchangeable into the common stock of Verizon Wireless if an initial public offering of that stock occurred, or into the common stock of Verizon on the fourth anniversary of the asset
contribution date. On August 15, 2006, Verizon delivered 29.5 million shares of newly-issued Verizon common stock to Price valued at $1,007 million in exchange for Price’s limited partnership interest in VZ East. As a result of
acquiring Price’s limited partnership interest, Verizon recorded goodwill of $345 million in the third quarter of 2006 attributable to its Domestic Wireless segment.

 










Note 8

Merger and Acquisitions

 

Completion of Merger with MCI

 

On January 6, 2006, after receiving the required state,
federal and international regulatory approvals, Verizon completed the acquisition of 100% of the outstanding common stock of MCI, Inc. (MCI) for a combination of Verizon common shares and cash. MCI was a global communications company that provided
Internet, data and voice communication services to businesses and government entities throughout the world and consumers in the United States.

 

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="justify">The merger was accounted for using the purchase method in accordance with SFAS No. 141, and the aggregate transaction value was $6,890 million,
consisting of $5,829 million of cash and common stock issued at closing, $973 million of consideration for the shares acquired from entities controlled by Carlos Slim Helú, net of the portion of the special dividend paid by MCI that was
treated as a return of our investment, and closing and other direct merger-related costs. The number of shares issued was based on the “Average Parent Stock Price,” as defined in the merger agreement. The consolidated financial statements
include the results of MCI’s operations from the date of the close of the merger.

 

SIZE="2">Allocation of the cost of the merger

 

In
accordance with SFAS No. 141, the cost of the merger was allocated to the assets acquired and liabilities assumed based on their fair values as of the close of the merger, with the amounts exceeding the fair value being recorded as goodwill.
The process to identify and record the fair value of assets acquired and liabilities assumed included an analysis of the acquired fixed assets, including real and personal property; various contracts, including leases, contractual commitments, and
other business contracts; customer relationships; investments; and contingencies.







The fair values of the assets acquired and liabilities assumed were determined using one or more of three
valuation approaches: market, income and cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations. The market approach, which indicates value
for a subject asset based on available market pricing for comparable assets, was utilized for certain acquired real property and investments. The income approach, which indicates value for a subject asset based on the present value of cash flow
projected to be generated by the asset, was used for certain intangible assets such as customer relationships, as well as for favorable/unfavorable contracts. Projected cash flow is discounted at a required rate of return that reflects the relative
risk of achieving the cash flow and the time value of money. Projected cash flows for each asset considered multiple factors, including current revenue from existing customers; distinct analysis of expected price, volume, and attrition trends;
reasonable contract renewal assumptions from the perspective of a marketplace participant; expected profit margins giving consideration to marketplace synergies; and required returns to contributory assets. The cost approach, which estimates value
by determining the current cost of replacing an asset with another of equivalent economic utility, was used for the majority of personal property. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the
property, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated.

 

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="justify">The following table summarizes the allocation of the cost of the merger to the assets acquired, including cash of $2,361 million, and liabilities assumed
as of the close of the merger.

 











































































  (dollars in millions)

Assets acquired

  

Current assets

 $            6,001

Property, plant & equipment

 6,453

Intangible assets subject to amortization

  

Customer relationships

 1,162

Rights of way and other

 176

Deferred income taxes and other assets

 1,995

Goodwill

 5,085

Total assets acquired

 $          20,872

Liabilities assumed

  

Current liabilities

 $            6,093

Long-term debt

 6,169

Deferred income taxes and other non-current liabilities

 1,720

Total liabilities assumed

 13,982

Purchase price

 $            6,890

 

The goodwill resulting
from the merger with MCI is included in our Wireline segment, which includes the operations of the former MCI. The customer relationships are being amortized on a straight-line basis over 3-8 years based on whether the relationship is with a
consumer or a business customer since this correlates to the pattern in which the economic benefits are expected to be realized.

 

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="justify">We recorded certain severance and severance-related costs and contract termination costs in connection with the merger, pursuant to EITF Issue
No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination. The following table summarizes the activity related to these obligations during 2007:

SIZE="1"> 































(dollars in millions)  At December 31,
2006
  Payments  At December 31,
2007

Severance costs and contract termination costs

  $  376  $  (340) $    36

 

The remaining contract
termination costs at December 31, 2007 are expected to be paid over the remaining contract periods through 2008.

 

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="justify">In 2007 and 2006, we recorded pretax charges of $178 million ($112 million after-tax) and $232 million ($146 million after-tax), respectively,
primarily associated with the MCI acquisition that were comprised of advertising and other costs related to re-branding initiatives, facility exit costs and systems integration activities.







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