VERIZON WIRELESS INC, S-1, 2000-08-24

VERIZON WIRELESS INC
S-1, 2000-08-24

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As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. 333-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERIZON WIRELESS INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 4812 52-2259294
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification Number)
or organization) Code Number)
180 Washington Valley Road
Bedminster, NJ 07921
(908) 306-7000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------
Edward Langston
Chief Financial Officer
Verizon Wireless Inc.
180 Washington Valley Road
Bedminster, NJ 07921
(908) 306-7000
---------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------
Copies to:
Francis J. Morison John B. Tehan
Richard D. Truesdell, Jr. Alan D. Schnitzer
Davis Polk & Wardwell Simpson Thacher & Bartlett
450 Lexington Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
(212) 450-4000 (212) 455-2000

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, please check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

---------

CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Each Class Proposed Maximum Aggregate Amount of
of Securities to be Registered Offering Price(1) Registration Fee
-------------------------------------------------------------------------------
Class A Common Stock, par value
$.001 per share................. $5,000,000,000 $1,320,000
===============================================================================
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================

<PAGE>

Explanatory Note:

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering in the United States and Canada and one to
be used in a concurrent international offering outside the United States and
Canada. The two prospectuses are identical except for the front cover page and
the "Underwriting" section. Each of these pages for the U.S. prospectus is
followed by the alternate page to be used in the international prospectus. Each
of the alternate pages for the international prospectus is labeled "Alternate
Page for International Prospectus." Final forms of each prospectus will be
filed with the Securities and Exchange Commission under Rule 424(b).

<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 24, 2000

PROSPECTUS

[LOGO]

Verizon Wireless Inc.

---------

Verizon Wireless Inc. is offering shares of its Class A common stock.
No public market currently exists for the Class A common stock. We anticipate
that the public offering price will be between $ and $ per
share.

This prospectus relates to an offering of shares in the
United States and Canada. In addition, shares are being
offered outside the United States and Canada.

We intend to apply to list our Class A common stock on the
under the symbol " ."

Investing in our Class A common stock involves risks. See "Risk Factors"
beginning on page 12.

---------

Neither the Securities and Exchange Commission nor any other securities
regulator has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

---------

Per Share Total
--------- -----
Public offering price................ $ $
Underwriting discount................ $ $
Proceeds, before expenses ........... $ $

We have granted the U.S. and international underwriters options to
purchase up to an additional shares of our common stock solely to cover
over-allotments.

The underwriters expect that the shares of Class A common stock will be
ready for delivery in New York, New York on , 2000.

---------

Goldman, Sachs & Co. Merrill Lynch & Co.

, 2000

<PAGE>

[Alternate Page for International Prospectus]

SUBJECT TO COMPLETION, DATED AUGUST 24, 2000

PROSPECTUS

[LOGO]

Verizon Wireless Inc.

---------

This prospectus relates to an offering of shares outside
the United States and Canada. In addition, shares are being
offered in the United States and Canada.

We intend to apply to list our Class A common stock on the
under the symbol " ."

Investing in our Class A common stock involves risks. See "Risk Factors"
beginning on page 12.

---------

Per Share Total
--------- -----
Public offering price................ $ $
Underwriting discount................ $ $
Proceeds, before expenses ........... $ $

We have granted the U.S. and international underwriters options to
purchase up to an additional shares of our common stock solely to cover
over-allotments.

The underwriters expect that the shares of Class A common stock will be
ready for delivery in New York, New York on , 2000.

---------

Merrill Lynch International Goldman Sachs International

, 2000

<PAGE>

TABLE OF CONTENTS

Page
----
Prospectus Summary...........................................................1
Risk Factors................................................................12
Verizon Wireless Organizational Structure...................................28
Use of Proceeds.............................................................32
Dividends...................................................................32
Capitalization..............................................................33
Dilution....................................................................34
Unaudited Pro Forma Financial Information...................................35
Selected Historical Financial Data..........................................55
Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................57
Business....................................................................72
Management..................................................................98
Certain Relationships and Related Party Transactions.......................111
Principal Stockholders.....................................................121
United States Federal Tax Considerations for Non-U.S. Holders..............124
Description of Capital Stock...............................................125
Shares Eligible for Future Sale............................................132
Underwriters...............................................................133
Legal Matters..............................................................139
Experts....................................................................139
Where You Can Find More Information........................................139
Index to Financial Statements..............................................F-1

---------

In this prospectus, except where otherwise stated:

o "Verizon Wireless," the "company," "we," "us" and "our" refer to
Verizon Wireless Inc., together with the companies that will become
its subsidiaries upon completion of the offering, including the
partnership mentioned below and its controlled subsidiaries;

o "the partnership" refers to Cellco Partnership;

o the term "PCS" or personal communications service when used in this
prospectus refers to broadband PCS services in the 1800-1900 MHz
spectrum; and

o all subscriber information, including the number of subscribers at
any date, churn and revenue per subscriber, is presented for our
voice and broadband data services and excludes one-way messaging and
narrowband PCS subscribers, but includes customers who purchase
service from resellers of our service.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of the Class A common stock.

Until , 2000, all dealers that buy, sell or trade Class A common
stock, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus
and may not contain all of the information that you should consider before
deciding to invest in our Class A common stock. We urge you to read this entire
prospectus carefully, including the "Risk Factors" section and the consolidated
financial statements and the notes to those statements.

VERIZON WIRELESS

General

We are the leading wireless communications provider in the United States
in terms of the number of subscribers, network coverage, revenues and cash
flow. We have the largest customer base of any U.S. wireless provider, with
25.4 million controlled wireless subscribers as of June 30, 2000, and offer
wireless voice and data services across the most extensive national network,
with 240 million people in our licensed area and digital coverage in almost
every major U.S. city. We generated pro forma revenues of $13.5 billion and
$7.3 billion and EBITDA of $4.6 billion and $2.4 billion for the year ended
December 31, 1999 and the six months ended June 30, 2000, respectively. Our
extensive network coverage, digital technology, national distribution channels
and operating and financial strength position us to take advantage of the
growing demand for wireless voice and data services.

Verizon Wireless is owned by Verizon Communications, the largest provider
of wireline voice and data services in the United States, and Vodafone Group
Plc, one of the leading wireless telecommunications companies in the world.
This combination brings together the business and management teams of four
well-recognized wireless franchises in the U.S. market: Bell Atlantic Mobile,
AirTouch, GTE Wireless and PrimeCo Personal Communications. In combining these
operations under the Verizon Wireless brand name, we intend to implement the
best practices from each entity throughout our company and realize significant
operating synergies.

We believe that the breadth and quality of our network is a major
competitive advantage. As of June 30, 2000, our extensive network covered
approximately 85% of the people in our licensed area as well as 49 of the 50
largest U.S. metropolitan areas and 96 of the largest 100 U.S. metropolitan
areas. Our national coverage enables us to cost-effectively offer innovative
pricing, such as our SingleRate plans, enhanced features and other targeted
service packages, such as our planned national prepaid digital service.

Our code division multiple access, or CDMA, digital network provides
high-quality service to our customers, which we believe contributes to higher
customer satisfaction, has greater capacity and is more cost-efficient than
networks utilizing other digital technologies such as TDMA and GSM. As of June
30, 2000, our digital network reached approximately 75% of our covered
population. We will continue to expand our digital coverage and expect it to
reach nearly 100% of our covered population by 2003. Our CDMA technology also
positions us to meet the growing data needs of our customers as well as to
efficiently migrate to next generation network technology through the
implementation of higher-speed, packet-based data offerings such as the "1XRTT"
technology described below and other high speed data transmission technologies.

We are poised to take advantage of the projected high demand for wireless
data services, which we expect will increase revenue and operating cash flow
opportunities. We are an industry leader in developing new, differentiated
wireless data services and applications to meet this growing demand. We began
trial development of 1XRTT technology, capable of data rates of up to 144
kilobits per second, in July 2000 and plan to commence commercial deployment in
the second half of 2001. Examples of our wireless data initiatives include the
following:

<PAGE>

o We plan to launch two-way short messaging service by the end of the
year, allowing subscribers to send and receive short text messages
using their specially-enabled wireless handsets.

o We will continue to develop long-term relationships with large
corporate users by developing enterprise solutions that will enable
companies to make their secure intranet applications accessible to
their mobile workforce.

We expect continuing growth from wireless data services as a result of the
recent introduction of new applications for business and consumer use,
including access to e-mail, Internet content and e-commerce and the developing
services for mobile commerce, or m-commerce, shopping services and
location-based services.

Industry

The growth in the wireless communications industry in terms of subscribers
and total revenue has been substantial and has been positively influenced by a
number of trends that we expect to continue in the near future, including:

o increased penetration due to demand for wireless services, resulting
in improved network efficiency and increased revenue and cash flow;

o larger "bundles" of included minutes resulting in mass market
adoption;

o national single rate pricing, which is simplifying customer choice,
increasing penetration and leading to industry consolidation;

o increasing use of digital service instead of analog service, which is
increasing the range of wireless service capabilities for
subscribers; and

o introduction of next generation digital platforms and development of
wireless data applications, which should drive expanded wireless
usage.

Business Strategy

Our goal is to be the acknowledged market leader in providing wireless
voice and data services in the United States with a focus on high-quality
service across a technically-efficient network while meeting and exceeding the
growing needs of our customers. To accomplish this goal, we must continue to
implement the following key elements of our business strategy:

o invest in and expand our digital network;

o strengthen and promote the Verizon Wireless brand;

o increase operating margins and capital efficiency;

o expand our wireless data and messaging offerings;

o focus on satisfying and retaining our customers;

o realize synergies from the formation of Verizon Wireless; and

o create opportunities from our relationships with our principal
stockholders.

2
<PAGE>

Competitive Strengths

We believe that the following competitive strengths will help us implement
our strategy of becoming the acknowledged market leader for wireless voice and
data services in the United States:

o leadership in terms of subscribers, network coverage, revenues and
cash flow;

o superior digital technology;

o well-positioned for anticipated growth of wireless data;

o experienced management team; and

o significant financial and operating strength.

Our Company's Organizational Structure

The Partnership. "Verizon Wireless" is the trade name of Cellco
Partnership, a general partnership previously wholly-owned by Bell Atlantic
Corporation, through which it operated its Bell Atlantic Mobile and
Southwestern U.S. wireless businesses. In September 1999, Bell Atlantic, which
has since merged with GTE in a merger of equals and has begun doing business as
Verizon Communications, and Vodafone agreed to combine their U.S. mobile
wireless telecommunications businesses in the partnership. The partnership is
55% owned by Verizon Communications and 45% owned by Vodafone prior to the
offering. Its assets include the U.S. mobile wireless operations formerly
operated by Bell Atlantic Mobile, Vodafone, GTE Wireless and PrimeCo, which was
a joint venture between Bell Atlantic and Vodafone, other than assets that
overlapped. See "Verizon Wireless Organizational Structure-Background."

Verizon Wireless Inc. Following the offering, Verizon Wireless Inc. will
have no material assets other than % of the interests in the partnership,
or % if the underwriters exercise their overallotment option in full. We will
acquire this partnership interest using the net proceeds of the offering. Our
sole business will be to act as the managing general partner of the
partnership. As managing general partner, we will control the partnership's
management and operations, subject to various veto rights over significant
decisions held by the other partners. We will therefore consolidate the
partnership's results in our financial statements. Distributions from the
partnership will generally be made pro rata in accordance with the percentage
ownership interests of the partners.

Our principal stockholders. Verizon Communications is one of the world's
leading providers of communications services. Verizon Communications is the
largest provider of wireline voice and data services in the United States, with
100 million access line equivalents, as well as the largest provider of
wireless services in the United States by virtue of its controlling interest in
the partnership. Verizon Communications' global presence extends to 40
countries in the Americas, Europe, Asia and the Pacific. Vodafone, which is
based in the United Kingdom, is one of the world's leading wireless
telecommunications companies, and has more than 54 million proportionate
customers in 25 countries.

After this offering, Verizon Communications and Vodafone will own
high-vote common stock representing approximately % and % of the voting
power of our common stock, or % and % if the underwriters exercise their
overallotment option in full, respectively. On a fully diluted basis, assuming
conversion of all Class B and Class C common stock and exchange of all
partnership units, Verizon Communications and Vodafone will own % and % of
our common stock, or % and % if the underwriters exercise their
overallotment option in full, respectively.

For further discussion of our relationship with our principal
stockholders, see "Verizon Wireless Organizational Structure," "Risk
Factors-Risks Related to Our Principal Stockholders," "Certain Relationships
and Related Party Transactions-Partnership Agreement" and "Description of
Capital Stock."

3
<PAGE>

---------

Our principal executive offices are located at 180 Washington Valley Road,
Bedminster, New Jersey 07921, and our telephone number is (908) 306-7000.

4
<PAGE>

THE OFFERING

Class A common stock offered
in the offering .................... shares

Common stock to be outstanding
after the offering:

Class A common stock............. shares

Class B common stock............. shares

Class C common stock............. shares

Shares of Class B common stock, which
will be held by Verizon Communications
upon closing of the offering, and
shares of Class C common stock, which
will be held by Vodafone upon closing
of the offering, and partnership units
will be exchangeable for shares of
Class A common stock at any time by the
holder on a one-for-one basis. If,
immediately following the offering,
Verizon Communications and Vodafone
converted their Class B and Class C
common stock into, and exchanged their
partnership units for, Class A common
stock, they would own approximately
% and % of our outstanding Class A
common stock, or % and % if the
underwriters exercise their
overallotment option in full,
respectively. See "Description of
Capital Stock-Common Stock."

Use of Proceeds:

By Verizon Wireless Inc.......... To acquire units in
the partnership, representing a %
interest, or units in the
partnership, representing a %
interest, if the underwriters exercise
their overallotment option in full.

By the partnership............... General corporate purposes, including
capital expenditures related to the
build-out of our network, the
acquisition of additional spectrum and
wireless licenses and acquisitions of
other wireless assets. See "Use of
Proceeds."

Voting rights....................... The holders of Class A common stock
generally will have voting rights
identical to holders of Class B and
Class C common stock, except that:

o each holder of Class A common stock
will be entitled to one vote per
share;

o each holder of Class B common stock
will be entitled to a number of votes
equal to:

(1) ten; multiplied by

5
<PAGE>

(2) the sum of (a) the number of shares
of Class B common stock held by that
holder and (b) the number of
partnership units owned by that
holder; and

o each holder of Class C common stock
will be entitled to a number of
votes equal to:

(1) four, or if there are no shares of
Class B common stock outstanding,
one; multiplied by

(2) the sum of (a) the number of shares
of Class C common stock held by that
holder and (b) the number of
partnership units owned by that
holder.

In addition, so long as there are
shares of Class B common stock and
Class C common stock outstanding,
holders of Class B common stock will,
voting as a class, have the right to
elect seven of our thirteen directors
and holders of Class C common stock
will, voting as a class, have the right
to elect three of our directors.
Otherwise, holders will all vote
together as a single class on all
matters, including for the election of
our three remaining directors.

We refer to the directors that will be
elected by holders of Class B common
stock as the Class B directors, and the
directors that will be elected by
holders of Class C common stock as the
Class C directors. Our certificate of
incorporation will require that
specified significant decisions,
including equity issuances and
significant acquisitions, must, prior
to their submission to our board of
directors, be approved by a special
committee that will consist of a
director selected by the Class B
directors and a director selected by
the Class C directors.

Dividend and distribution policy.... We do not intend to pay dividends on
our common stock, although the
partnership will make distributions to
its partners, including us. We plan to
reinvest those distributions, except
for amounts necessary to pay taxes, for
use in the operation of the
partnership's business and to fund
future growth. See "Dividends."

Proposed symbol..................... " "

Unless we state otherwise, the information in this prospectus about our
Class A common stock does not reflect:

o the underwriters' exercise of their option to purchase up to
additional shares of Class A common stock to cover overallotments;

o shares of our Class A common stock reserved for future grants of
stock options; or

6
<PAGE>

o shares of our Class A common stock that may be issued upon
conversion of Class B and Class C common stock or upon exchange of the
outstanding units in the partnership not owned by Verizon
Wireless.

7
<PAGE>

SUMMARY PRO FORMA FINANCIAL AND OTHER DATA

The following table presents summary pro forma consolidated financial and
operating data. The data presented in this table is derived from the pro forma
financial statements and related notes which are included elsewhere in this
prospectus. You should read "Unaudited Pro Forma Financial Information" for a
further explanation of the financial data summarized here. You should also read
our "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
Pro Forma Pro Forma
Year Ended Six Months Ended
December 31, June 30,
------------ --------------------
1999 1999 2000
-------- -------- --------
(dollars in millions, except per share
and other operating data)
<S> <C> <C> <C>
Statement of Operations Data:
Operating revenue:
Service revenues...................................... $ 12,335 $ 5,952 $ 6,641
Equipment............................................. 1,208 511 630
-------- -------- --------
Total operating revenue............................... 13,543 6,463 7,271
-------- -------- --------
Operating costs and expenses:
Cost of service ...................................... 1,840 840 960
Cost of equipment..................................... 1,447 657 876
Selling, general and administrative................... 5,644 2,690 3,048
Depreciation and amortization......................... 3,203 1,618 1,645
-------- -------- --------
Total operating costs and expenses.................... 12,134 5,805 6,529
-------- -------- --------

Operating income...................................... 1,409 658 742

Other income (expenses):
Interest expense, net................................. (689) (344) (344)
Minority interest..................................... (96) (51) (67)
Equity in income of unconsolidated entities........... 75 34 38
Other, net............................................ 63 32 (2)
-------- -------- --------

Income before provision for income taxes.............. 762 329 367
Provision for income taxes............................ (103) (61) (78)
-------- -------- --------
Net income (partnership).............................. $ 659 $ 268 $ 289
======== ======== ========
Verizon Wireless Inc. pro forma, as adjusted (1):
Net income (partnership).............................. $ 659 $ 268 $ 289
Minority interest expense (1).........................
Income tax benefit (provision), net (1)...............
-------- -------- --------
Pro forma net income, as adjusted (1)................. $ $ $
======== ======== ========

Pro forma basic and diluted net income per share (2).. $ $ $
======== ======== ========

Pro forma weighted average common shares outstanding
Basic and diluted....................................

Other Operating Data:
EBITDA (in millions) (3).............................. $ 4,612 $ 2,276 $ 2,387
EBITDA margin (4)..................................... 37.4% 38.2% 35.9%
Controlled subscribers (in millions) (end of period).. 23.8 22.3 25.4
Digital subscribers (in millions) (end of period)..... 8.0 4.5 10.6

8
<PAGE>

Pro Forma Pro Forma
Year Ended Six Months Ended
December 31, June 30,
------------ --------------------
1999 1999 2000
-------- -------- --------
(dollars in millions, except per share
and other operating data)
<S> <C> <C> <C>
Subscriber churn (5) ................................. 2.45% 2.36% 2.45%
Licensed population (in millions) (end of period)..... 240 240 240
Covered population (in millions) (end of period) (6).. N/A (7) N/A (7) 203
</TABLE>

As of June 30, 2000
-----------------------------
Verizon
Cellco Wireless Inc.
Partnership Pro forma
Historical as adjusted (8)
----------- --------------
(in millions)
Balance Sheet Data:
Cash and cash equivalents.................... $ 517
Property, plant, and equipment, net.......... 10,436
Total assets................................. 53,335
Total debt................................... 10,063
Redeemable minority interest................. -
Minority interest............................ 643
Partner's capital subject to redemption...... 20,000
Total partners' capital/stockholders' equity. 15,735

---------
(1) The adjustments reflect the offering, the acquisition of partnership units
by Verizon Wireless Inc. with the net proceeds of the offering and its
entry into the partnership as managing general partner. The additional
minority interest expense and income tax assumes these transactions
occurred at the beginning of the earliest period presented. See "Unaudited
Pro Forma Financial Information."

(2) Pro forma basic and diluted net income per share gives effect to the
issuance of shares of Class A common stock.

(3) "EBITDA" is defined as operating income plus depreciation and
amortization. EBITDA is not presented as an alternative measure of
operating results or cash flow from operations, as determined in
accordance with generally accepted accounting principles, but because we
believe it is a widely accepted indicator of our ability to incur and
service debt and make capital expenditures. EBITDA does not give effect to
cash used for debt service requirements and partnership distributions and
thus does not reflect funds available for dividends, reinvestment or other
discretionary uses. In addition, EBITDA as presented herein may not be
comparable to similarly titled measures reported by other companies.

(4) EBITDA margin is defined as EBITDA divided by service revenues and is
expressed as a percentage.

(5) Subscriber churn is calculated as a percentage by determining the number
of subscribers who cancel service during a period divided by the average
number of subscribers. We determine the average number of subscribers on a
per month basis using the number of subscribers at the beginning and end
of each month.

(6) Covered population refers to the number of people residing in areas where
we have licenses that can receive a signal from our cell sites.

(7) Information not available for these periods.

(8) As adjusted amounts give effect to the following:

o the issuance and sale of shares of Class A common stock by us in
the offering at an assumed initial public offering price of $ per
share, the midpoint of the range set forth on the cover page of this
prospectus;

o the use of the net proceeds to acquire a % interest in the
partnership; and

o the minority interest created and the resulting income taxes
associated with our company becoming the managing general partner of
the partnership in connection with the offering and our acquisition
of a % interest in the partnership while Verizon Communications and
Vodafone own all of the remaining partnership interests.

9
<PAGE>

SUMMARY FINANCIAL AND OTHER DATA OF THE PARTNERSHIP

The following table presents summary historical consolidated financial and
operating data of the partnership. The data presented in this table are derived
from "Selected Historical Financial Data" and the historical financial
statements and related notes which are included elsewhere in this prospectus.
You should read those sections for a further explanation of the financial data
summarized here. You should also read our "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

Our historical financial information includes the results of operations
and cash flows for Bell Atlantic Mobile and GTE Wireless for all periods
retroactively restated on a consolidated basis and for our various significant
acquisitions, including the U.S. mobile wireless operations of Vodafone,
PrimeCo and certain Ameritech wireless operations from their date of
acquisition, and includes the results of operations and cash flow from various
disposed assets until the date of disposition. Accordingly, the financial
information is not representative of our current business. You should read
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Presentation of Financial Information" and the unaudited pro forma
financial statements we have included elsewhere in this prospectus.

<TABLE>
Six Months Ended
Year Ended December 31, June 30,
----------------------------- ------------------
1997 1998 1999 1999 2000
------- ------- ------- ------- -------
(dollars in millions, except other operating data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Operating revenue:
Service revenues......................... $ 5,839 $ 6,178 $ 6,967 $ 3,213 $ 5,573
Equipment................................ 357 463 692 300 526
------- ------- ------- ------- -------
Total operating revenue.................. 6,196 6,641 7,659 3,513 6,099

Operating costs and expenses:
Cost of service ......................... 937 880 1,392 539 919
Cost of equipment........................ 684 678 935 430 785
Selling, general and administrative...... 2,632 2,732 2,851 1,357 2,524
Depreciation and amortization............ 840 959 1,105 514 1,201
------- ------- ------- ------- -------
Total operating costs and expenses....... 5,093 5,249 6,283 2,840 5,429
------- ------- ------- ------- -------

Operating income......................... 1,103 1,392 1,376 673 670

Other income (expenses):
Interest expense, net.................... (90) (129) (164) (66) (224)
Minority interest........................ (74) (92) (76) (32) (73)
Equity in income (loss) of
unconsolidated entities................. (20) (19) (2) -- 24
Other, net............................... 2 16 4 3 845 (1)
------- ------- ------- ------- -------
Income before provision for income
taxes................................... 921 1,168 1,138 578 1,242
Provision for income taxes............... 184 262 206 128 127
------- ------- ------- ------- -------
Net income............................... $ 737 $ 906 $ 932 $ 450 $ 1,115
======= ======= ======= ======= =======

Cash Flow Data:
Net cash provided by operating
activities.............................. $ 1,905 $ 2,341 $ 2,167 $ 866 $ 1,518
Net cash used in investing activities.... 1,327 1,067 5,238 672 2,031
Net cash (used in) provided by financing
activities.............................. (586) (1,255) 3,086 (191) 976
Capital expenditures..................... 1,305 1,258 1,537 656 1,372

10
<PAGE>

Six Months Ended
Year Ended December 31, June 30,
----------------------------- ------------------
1997 1998 1999 1999 2000
------- ------- ------- ------- -------
(dollars in millions, except other operating data)
<S> <C> <C> <C> <C> <C>
Other Operating Data:
EBITDA (in millions)..................... $ 1,943 $ 2,351 $ 2,481 $ 1,187 $ 1,871
EBITDA margin............................ 33.3% 38.1% 35.6% 36.9% 33.6%
Controlled subscribers (in millions)
(end of period)......................... 9.8 11.0 14.6 11.6 25.4
Subscriber churn......................... 1.97% 2.30% 2.46% 2.40% 2.49%
Covered population (in millions) (end
of period).............................. N/A (2) N/A (2) N/A (2) N/A (2) 203

Balance Sheet Data:
Property, plant and equipment, net....... 5,784 6,073 7,273 6,230 10,436
Total assets............................. 11,041 10,800 15,843 11,885 53,335
Total debt............................... 2,529 2,321 5,399 2,215 10,063
Minority interest in consolidated
entities................................ 255 265 592 267 643
Partner's capital subject to
redemption.............................. -- -- -- -- 20,000
Total partners' capital.................. 5,984 6,126 7,340 7,285 15,735
</TABLE>

---------
(1) Includes $848 million of gain-on-sale in connection with the disposition
of certain Southwestern U.S. properties.

(2) Information not available for these periods.

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<PAGE>

RISK FACTORS

You should carefully consider each of the following risks and all of the
other information in this prospectus before deciding to invest in shares of our
Class A common stock. If any of the following risks and uncertainties develop
into actual events, our business, financial condition or results of operations
could be materially adversely affected. In that case, the trading price of our
Class A common stock could decline, and you could lose all or part of your
investment.

Risks Related to Our Business

We may have difficulties integrating the various companies that form our
business

We were recently formed as a result of the combination of four different
wireless providers. These four providers had different management teams,
customer care organizations, information and other systems and networks, and
three of these wireless providers had recently acquired other providers or the
operations of other providers. The integration of large-scale systems involves
inherent risks. We cannot assure you that we will be able to successfully
integrate these businesses in a cost-effective manner or that our management
will not be diverted from the operation of our business to focus on integration
efforts. Although we expect to realize significant cost savings from the
integration of network and information systems as a result of the formation of
our business, the integration process is costly and will take time to
implement. We cannot assure you that we will be able to realize these cost
savings, and we may suffer lapses in service or delays in billing our customers
while we integrate these systems.

We need to continue the build-out and upgrading of our network, and we
cannot assure you that we will be able to continue to do so on a timely basis
or at all

Much of our network is substantially built-out in terms of geographic
areas covered. However, there are significant portions, in particular,
properties formerly owned by PrimeCo, that still require significant build-out.
In addition, even those areas of our network that are substantially built
require upgrades to increase capacity and to accommodate succeeding generations
of digital technology. As we continue to build-out and upgrade our network, we
must continue to:

o complete the radio frequency design, including radio, or "cell," site
design, frequency planning and network optimization;

o lease or otherwise obtain rights to a large number of cell site and switch
site locations;

o obtain zoning variances or other local governmental or third-party
approvals or permits for network construction;

o complete the fixed network implementation, which includes designing,
purchasing and installing network switching systems, radio systems,
towers, interconnecting facilities and systems and operating support
systems;

o expand and maintain customer care, network management, billing and other
financial and management systems; and

o implement upgrades to our network to take advantage of the increased
capabilities anticipated to be offered by the next generation of digital
technology.

Adding new cell sites has become increasingly difficult. In particular,
high density wireless networks require more engineering precision, as cell site
coverage areas become smaller and acceptable locations for new sites must be
specifically located within one or two city blocks. In some instances, we have
encountered difficulty in obtaining the necessary site leases at commercially
reasonable rates and the zoning approvals needed to construct new towers.

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<PAGE>

The ability to buy or lease property, obtain zoning approval and construct the
required number of radio facilities at locations that meet the engineering
design requirements is uncertain. Further, even if the design can be
accomplished, the rents demanded for site locations and right-to-use fees may
increase our operating expenses. We are largely dependent on tower providers to
perform these services.

We cannot assure you that we will be able to complete the steps necessary
to continue our build-out and upgrade in the time frame we believe is necessary
to remain competitive, to meet the requirements of our Federal Communications
Commission licenses, at the cost we expect, or at all. Additionally, problems
in vendor equipment availability, technical resources or system performance
could delay the launch of operations in new markets or conversion to digital or
enhanced digital technologies or result in increased costs in all markets.
Failure to complete the build-out and upgrade of our network on a timely basis
or at all, or the increased costs of such build-out and upgrade, could have a
material adverse effect on our operations and financial condition. We intend to
rely on the services of various companies who are experienced in the design,
build-out and upgrade of wireless networks in order to accomplish our build-out
and upgrade schedule. We cannot assure you, however, that we will be able to
obtain satisfactory service on economically attractive terms or that our
contractors will perform as expected. See "-We depend upon key infrastructure
suppliers, vendors and distributors that we do not control."

We have substantial cash requirements and cannot assure you that we will
be able to finance them

The operation and expansion of our network and the marketing and
distribution of our related products and services will continue to require
substantial capital. We currently estimate that our capital expenditures,
including capital expenditures for the build-out and upgrade of our network,
but excluding acquisitions of spectrum licenses and other wireless service
providers, will total approximately $2.3 billion in the last six months of 2000
and $4.3 billion in 2001. The actual amount of the funds required may vary
materially from this estimate, and we expect to incur substantial capital
expenditures after 2001 as well. In addition to these amounts, we will also
require substantial additional capital for, among other uses, acquisitions of
spectrum licenses and wireless service providers, additional system development
and network capacity expansion if wireless data services grow at a faster rate
than we anticipate. Unforeseen delays, cost overruns, unanticipated expenses,
regulatory changes, engineering design changes, weather-related delays,
technological changes and other risks may also require additional funds.

In addition to the capital needs related to our operations described
above, the partnership will have additional cash requirements. For example:

o The partnership is obligated under its partnership agreement to make
distributions to its partners to pay taxes and additional significant
distributions to its partners every six months that will be
determined based on a formula. On a pro forma basis, the partnership
would have made tax-related distributions and distributions under
this formula of $1.2 billion in 1999 and $600.0 million in the first
six months of 2000. While each of Verizon Communications and Vodafone
has the right to contribute their portion of the distributions back
to the partnership, and we intend to contribute the non tax-related
portion of our distribution, neither we nor they are obligated to do
so. See "Certain Relationships and Related Party
Transactions-Partnership Agreement-Distributions."

o Under the terms of an investment agreement, the partnership may be
required to repurchase up to $20.0 billion of Vodafone's interest in
the partnership, with up to $10.0 billion being required in July 2003
or 2004 and the remainder in July 2005, 2006 or 2007. We cannot
assure you that the partnership will be able to obtain the financing
necessary to pay these amounts if it is required to do so. Verizon
Communications has the right to repurchase a portion of this interest
in our place, but it may exercise the right at its sole discretion.
We cannot assure you that it will do so. See "Certain Relationships
and Related Party Transactions-Investment Agreement."

As a result of the cash needs described above, in the future we may need
to incur significant amounts of additional debt or issue additional shares of
common stock or other equity interests, which might dilute the value of the
shares of common stock offered by this prospectus. The failure to obtain
financing could result in the delay or abandonment of our development and
expansion plans, the failure to meet regulatory build-out requirements or our

13
<PAGE>

inability to continue to provide service in all or portions of some of our
markets, which could have a material adverse effect on our financial condition
and results of operations. For more information relating to our access to
capital, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."

Potential acquisitions would require us to integrate new technologies,
operations and services, which may be costly and time consuming

An element of our strategy is to expand our network, which we may do
through the acquisition of the existing businesses of wireless providers. We
may encounter difficulties in integrating those acquired operations into our
own operations because of different technologies, services or service
offerings. These actions could prove costly or time-consuming and could divert
management's attention from other business matters.

Failure to develop future business opportunities may have an adverse
effect on our growth potential

One of the key elements of our strategy is to develop and offer new
services for which there are no proven markets in the United States, such as
wireless data and short messaging services. In general, the development of new
services in our industry requires us to anticipate and respond to varied and
rapidly changing customer demand. In order to compete successfully against the
other major participants in the U.S. wireless industry, we will need to
commercialize and introduce on a large scale new services on a timely basis. In
particular, the deployment and delivery of wireless data and short messaging
services relies, in many instances, on new and unproven technology that will
demand substantial capital outlays and spectrum capacity. Furthermore, wireless
data and short messaging services entail additional specific risks. For
example, the success of wireless data services substantially depends on the
ability of others to develop applications for wireless devices and to develop
and manufacture devices that support wireless applications, and the development
of short messaging services will depend on the ability of others to develop
compatible handsets. We cannot assure you that these applications or devices
will be developed at all or in sufficient quantities to support the deployment
of wireless data or short messaging services.

We cannot guarantee when or that these services will be widely introduced
and fully implemented or that customers will purchase the services offered. In
addition, there could be legal or regulatory restraints on wireless data
services as the applicable laws and rules evolve. If these services are not
successful or if costs associated with implementation and completion of the
introduction of these services materially exceed those currently estimated, our
financial condition and results of operations could be materially adversely
affected.

We face substantial competition

There is substantial competition in the wireless telecommunications
industry. We expect competition to intensify as a result of the consolidation
of the industry, the entrance of new competitors, the development of new
technologies, products and services and the auction of additional spectrum.
Other wireless providers, including other cellular and PCS operators and
resellers, serve each of the markets in which we compete. We provide service in
49 of the top 50 markets in the U.S., and these 49 markets have an average of
five other competing wireless providers. Competition also may increase to the
extent that smaller, stand-alone wireless providers transfer licenses to
larger, better capitalized and more experienced wireless providers.

We compete primarily against other nationwide wireless service providers,
including AT&T Wireless, Sprint Corporation, Nextel Communications Incorporated
and VoiceStream Communications. The wireless communications industry has been
experiencing significant consolidation, and we expect that this trend will
continue. For example, BellSouth Corporation and SBC Communications Inc. have
announced plans to combine their U.S. wireless businesses. This consolidation
trend may create additional large, well-capitalized competitors with
substantial financial, technical, marketing and other resources to compete with
our offerings.

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

o reduce our service prices;

14
<PAGE>

o restructure our service packages to offer more value; or

o respond to particular short-term, market-specific situations, for
example, special introductory pricing or packages that may be offered
by new providers launching their service in a particular market.

We also expect to increase our advertising and promotional spending to
respond to competition. In addition, some of the indirect retailers who sell
our services also sell many of our competitors' services. All of these
conditions may lead to possible consumer confusion and increasing movement of
customers between competitors and could have a material adverse effect on our
results of operations. Our ability to compete successfully will depend in part
on our marketing efforts and on our ability to anticipate and respond to
various competitive factors affecting the industry, including new services and
technologies, changes in consumer preferences, demographic trends, economic
conditions and pricing strategies by competitors.

We may not be able to obtain the additional licensed radio frequency
spectrum that we require

We will need substantial additional spectrum capacity in order to meet the
continued demand for our services. Without this additional spectrum,
anticipated usage demand will exceed practical network capacity constraints in
many of our more densely populated areas within five years. This would result
in degradation in the quality of our service through increased delays in
initiating calls, more calls being dropped and a reduction in our ability to
provide other services. We will also need substantial additional spectrum to
meet the demand for the development of third generation, or "3G," wireless
services, especially high-speed wireless data and Internet services.

In estimating our spectrum needs, we have used a projected level of growth
in demand for services from our existing and new customers. We have also
factored in new technology, such as 1XRTT and 3G, and assumed the continued
migration of analog customers to digital service and continued "cell splitting"
by adding more cell sites. The conversion of customers to digital service,
together with anticipated technological advances, will increase available
network capacity within a given amount of spectrum but will also likely
stimulate even greater usage per customer, especially as customers begin to
take advantage of new high-speed packet data services. Therefore, new
technology by itself will not provide enough additional capacity. If our usage
demand estimates or other assumptions are incorrect, the timing of when we may
need spectrum will be affected, and you should note that actual developments
might differ materially from our estimates. In particular, it is difficult to
predict the amount of spectrum that may be required to meet wireless data and
Internet demands, since it is a relatively new and developing market.

We intend to continue to acquire more spectrum through a combination of
alternatives. One of the primary means to acquire additional spectrum is
through participation in FCC auctions. Over the next year, the FCC has
scheduled two auctions in the 1900 MHz and 700 MHz bands; the latter would be
the first FCC grant of 700 MHz spectrum for wireless services. We expect that
there will be substantial competition in both of these auctions due to the
strategic importance of additional spectrum for the wireless industry and other
industries, including for fixed wireless products. As a result, we may not be
able to purchase the spectrum because the final purchase price could prove to
be uneconomical for us, or we may pay a purchase price that proves to be too
high to generate an attractive rate of return.

Additional risks are associated with each of the scheduled auctions. The
spectrum in the 1900 MHz auction is subject to the FCC spectrum "cap" that
limits the amount of cellular, specialized mobile radio and PCS spectrum that a
carrier may own in any one market. As a result, we will generally be limited to
bidding on an additional 10 MHz in most markets, although we have the
possibility of acquiring 20 MHz in six of our largest markets. In addition,
current FCC rules limit the eligibility for this auction to specified
"designated" entities, which excludes us, although the FCC has proposed to
partially remove these restrictions. The acquisition of 10-20 MHz of spectrum
in select markets throughout the country would help us meet our shorter term
spectrum needs, but would still leave a longer term capacity risk. While the
spectrum cap limitation does not apply to the 700 MHz auction, the ongoing
operational rights of incumbent UHF TV broadcasters to that spectrum may limit
the usefulness of the 700 MHz spectrum. We would seek to reach agreement with
these incumbent broadcasters to permit utilization of this spectrum prior to
expiration of their rights, which will occur no earlier than 2006, but we
cannot assure you that we

15
<PAGE>

will be successful in clearing the spectrum any earlier without the need to
incur substantial cost or at all. The 700 MHz spectrum auction was recently
delayed for six months to allow potential bidders, the FCC and the U.S.
Congress additional time to address these encumbrances. Nevertheless, even with
the delay, the spectrum may still remain encumbered to a point that it is of
limited use.

There are additional opportunities for us to acquire spectrum apart from
the upcoming FCC spectrum auctions. The FCC has stated that it will seek to
auction additional spectrum in the 700 MHz band and has been reviewing more
spectrum in other bands that would be suitable for mobile and fixed wireless
services. In addition to the auction process, we could seek to acquire spectrum
in the secondary market or to purchase capacity from other providers and resell
it to our customers. However, we may not be able to obtain additional, useable
spectrum from these sources on acceptable terms or at all. Therefore, we cannot
be assured of obtaining all of the additional spectrum needed to meet the
growing needs of our business. See "Business-Our Network-Spectrum" and
"Business-Regulatory Environment-Spectrum Acquisitions."

We depend upon key infrastructure suppliers, vendors and distributors that
we do not control

Suppliers and vendors

We depend upon various key suppliers and vendors to provide us with
equipment and services that we need to continue our network build-out and
upgrade and operate our business. If these suppliers or vendors fail to provide
equipment or service to us on a timely basis, we may be unable to provide
services to our customers in a competitive manner. In addition, we may be
unable to satisfy the requirements contained in our FCC licenses regarding the
construction of our networks. Our vendors may also be subject to litigation
with respect to technology that we depend on, and we are unable to predict
whether our business will be affected by that litigation.

Long distance. We depend primarily on Sprint Corporation for our
customers' wireless long distance access and are required under our contract
with Sprint to purchase a specified minimum amount of long distance services
from it. If our contract with Sprint is terminated, we could suffer short-term
service disruptions.

Switch and cell equipment. Our primary switch and cell site equipment
infrastructure vendors are Lucent Technologies Inc., Motorola, Inc. and Nortel
Networks Corp. Generally, a given market has been restricted to using cell site
equipment provided by the supplier of the switch serving that particular
market. Although there has been some recent success in establishing industry
interoperability standards among vendors, these standards are not widely
implemented and may not be fully practical because they do not cover all system
features and attributes. As a result, in the short term, vendors can exercise
considerable market power and pose financial and operational risks to us. We
have acted to mitigate these risks by establishing supply contracts with
vendors on acceptable terms, but we cannot assure you that these contracts will
be renewed or extended on the same terms upon expiration.

Tower sites. We also rely on tower site management firms, primarily Crown
Castle International Corp., SpectraSite Holdings, Inc. and American Tower
Corporation, as lessors or managers of the majority of existing and future
tower sites upon which our operations depend. The same firms are under contract
to obtain real estate and tower locations for the continued expansion of our
network and many of our competitors' networks, so they have potentially
conflicting interests. If either the financial status of these firms or their
relationship with us deteriorates, it could be detrimental to our business and
operations. See "Certain Relationships and Related Party Transactions-Tower
Arrangements."

Handsets. Handset sales to customers are a significant part of our
business. We purchase handset and accessory products from a number of
manufacturers, including Motorola, Nokia Corporation, Audiovox Corporation and
Qualcomm Incorporated/Kyocera Corporation. We do not have long-term contracts
with any of our handset suppliers and, as a result, we may experience
disruption in the supply of handsets. A key component of all wireless handsets
is the chipset, which contains the "intelligence" of the handset. Motorola and
Nokia both produce their own CDMA chipsets; all of our other handset suppliers
rely on Qualcomm for the manufacturing and supply of chipsets. Additionally,
there are a number of other components common to wireless handsets provided by
various electronic component manufacturers that we do not deal with directly.
Disruption of the supply of Qualcomm chipsets to a

16
<PAGE>

number of our core suppliers or a shortage of common components to a number of
suppliers could have a material adverse effect on our revenue and financial
performance.

Product distribution. We have developed relationships with Communications
Test Design, Inc. and Verizon Logistics, Inc., a subsidiary of Verizon
Communications, for handset and other product warehousing, distribution and
direct customer fulfillment utilizing Federal Express Corporation. If
Communications Test Design, Verizon Logistics or Federal Express were unable to
perform their obligations to us, it could have an adverse impact on our sales
and financial performance.

Distributors and resellers

MCI WorldCom Wireless and other companies resell our services under their
own brand names, and General Motors' OnStar service uses our services. In
addition, RadioShack stores constitute a significant portion of our indirect
sales channel. Our results could be adversely affected if our relationship with
any of these or other distributors or resellers were terminated or if our
distributors or resellers shifted the mix of their business to favor other
wireless providers.

Our technology may not be competitive with other technologies or
compatible with next generation technology

There are several existing digital technologies for mobile wireless
communications, and each is incompatible with the others. We have selected CDMA
technology for our network because we believe that this technology offers
several advantages. Other wireless service providers have chosen time division
multiple access, known as TDMA, global system for mobile communications, known
as GSM, or other digital radio technologies. We cannot assure you that our
current version of CDMA will provide the advantages that we expect, that it
will be compatible with all future versions of CDMA or that 3G wireless
technology will be compatible with the current CDMA technology. If it does not,
the result could be detrimental to our business, financial condition and
results of operations.

We expect that wireless providers will soon introduce improved 3G wireless
products. While we expect that 3G products will combine the attributes of small
size, portability and low power consumption, 3G technologies have not yet been
commercially launched, and we cannot assure you that 3G services will in fact
be developed or deployed. We believe that there will be multiple, competing 3G
standards, several options within each standard, vendor-proprietary variations
and rapid technological innovations. Thus, there is a risk that the technology
we choose could quickly become obsolete and/or not become widely adopted by
customers.

We rely on favorable roaming arrangements, which we may be unable to
obtain in the future

We have roaming agreements with a variety of providers, including AT&T
Wireless, ALLTEL Communications, BellSouth Mobility, SBC Corporation and US
Cellular, to provide our subscribers with roaming capabilities in areas of the
United States where our own network does not provide coverage. Our customers
can automatically access another provider's analog cellular, digital or PCS
system only if we are able to enter into a roaming agreement with that
provider. Some competitors, because of their call volumes or their affiliations
with, or ownership of, other wireless providers, may be able to obtain roaming
rates that are more favorable than the rates we obtain. In addition, the
quality of service that a wireless provider delivers during a roaming call may
be inferior to the quality of service that we generally provide. For example,
our customers may not be able to use any of their advanced features, such as
voice mail notification and caller ID, when making calls outside of our
network. We cannot assure you that we will continue to be able to obtain or
maintain roaming agreements with other providers on favorable terms, or at all,
which would adversely affect our results of operations and our ability to
provide national plans like our SingleRate service.

Verizon Wireless is a new brand, and we anticipate that significant
expenditures and a significant period of time will be required to build brand
awareness and identity

The Verizon Wireless brand is a new one that was launched in April 2000.
We have spent and expect to continue to spend a substantial amount on
advertising to build awareness of our brand and to develop a brand

17
<PAGE>

identity. We will also spend heavily in each of our market areas on promotional
advertising through television, print, radio, outdoor signage, the Internet and
direct and point of sale media. Additionally, for the foreseeable future, we
will continue to incur increased advertising expense to ensure brand awareness.
Our new identity may have confused customers who originally initiated service
with Bell Atlantic Mobile, GTE Wireless, PrimeCo or AirTouch, or the other
brands they previously acquired. If we need to increase our advertising budget
significantly to achieve satisfactory brand recognition, it could have an
adverse impact on our business.

A high rate of customer turnover would negatively impact our
business

A high rate of customer turnover, or churn, would adversely affect our
results of operations. The cost of adding a new subscriber, which generally
includes a commission expense and/or a handset subsidy, is a significant factor
in determining operating income and profitability for us and other participants
in the wireless industry. We have experienced a higher rate of churn for
subscribers of prepaid programs compared to the churn rate for traditional
contract subscribers. Our churn rate may increase as we continue to emphasize
new prepaid programs, including the national digital prepaid plan we expect to
launch beginning in limited areas by the end of 2000.

We intend to incur significant expense to enhance our customer care
organization to improve subscriber retention and reduce churn. We may also be
required to subsidize product upgrades or reduce rates to retain customers. If
we are unsuccessful in retaining customers or are required to spend significant
amounts on retention beyond those budgeted, it could have a material adverse
effect on our results of operations.

A portion of our workforce may become unionized as a result of recent
agreements

In August 2000, we agreed with the International Brotherhood of Electrical
Workers and the Communication Workers of America, to offer "card check
recognition" and be "neutral" in some of our markets, including markets in 13
East Coast states and former Ameritech markets in Illinois, Indiana and
Missouri. Our agreements with respect to card-check recognition will require us
to recognize these unions as the bargaining representative of specified
employees in the former Bell Atlantic Mobile and Ameritech markets upon
presentation of authorization cards signed by a majority, or in some areas,
55%, of employees in appropriate work groups in those markets. In the absence
of these agreements, we would generally not be required to recognize these
unions as bargaining representatives unless they obtain approval from employees
in a secret ballot election supervised by the National Labor Relations Board.
We have also agreed to a "neutrality" agreement, but not a "card-check"
agreement, in our former GTE Wireless markets. This requires us to generally
remain neutral during organizational activities. Several of our major
competitors have similar agreements, but the majority of our competitors do
not. Currently, less than 100 of our employees are represented by unions, and
we cannot predict what level of success the unions may have in organizing our
employees or the potentially negative impact of organizing on our costs and
operating results.

Our historical financial information may be of limited relevance

We were organized recently through the combination of parts of four
wireless providers. The historical financial information included in this
prospectus only includes the results of operations of the Vodafone U.S.
wireless properties and our other significant acquisitions from their date of
acquisition. Although the pro forma financial information in this prospectus
gives effect to these acquisitions as if they had occurred at the beginning of
each period presented, it does not purport to represent what our results of
operation, financial position and cash flows would have been if we had been a
stand-alone entity during the periods presented or what our future results of
operation, financial position and cash flows will be.

We could become an investment company, which would have an adverse impact
on us

We do not believe that we are an "investment company" under the Investment
Company Act of 1940. Because we are acting as managing general partner of the
partnership, our interest in the partnership is not an "investment security" as
that term is used in the Investment Company Act. If we were to cease
participation in the management of the partnership, our interest in it could be
considered an "investment security" for purposes of the Investment Company Act.
Generally, an entity is an "investment company" if it owns investment
securities having a value

18
<PAGE>

exceeding 40% of the value of its total assets, exclusive of U.S. government
securities and cash items. Following the offering, we will have no material
assets other than our managing general partner interests in the partnership. A
determination that this investment was an investment security could result in
our company being an investment company under the Investment Company Act and
becoming subject to the registration and other requirements of the Investment
Company Act. We intend to conduct our operations so that we are not considered
to be an investment company under the Investment Company Act. However, if
anything were to happen that would cause us to be deemed to be an investment
company under the Investment Company Act, the restrictions imposed by the Act,
including limitations on our capital structure and our ability to transact with
affiliates, could make it impractical for us to continue our business as
currently conducted and could have a material adverse effect on our business.

Exchanges of partnership units for our Class A common stock by our
principal stockholders may cause adverse tax consequences

Each of Verizon Communications and Vodafone has the right to exchange some
or all of its direct interest in the partnership for our common stock. If 50%
or more of the partnership units are exchanged for stock or otherwise
transferred within a 12-month period, the partnership will be deemed to
terminate for federal income tax purposes. This deemed termination would defer
the partnership's tax depreciation and amortization deductions and thus
accelerate the partnership's allocations of taxable income to its partners.
Because the partnership is required to distribute cash to its partners to cover
taxes on their taxable income from the partnership, a deemed termination would
increase the tax distributions required to be made by the partnership and thus
reduce the cash available to the partnership for other needs, including capital
expenditures and operating cash needs. This reduction in available cash could
have an adverse impact on our business. In addition, if Verizon Communications
or Vodafone exchanges some or all of its partnership interest or all the stock
of a holding company, the sole asset of which is a partnership interest, for
our common stock in a tax-free transaction, as they are permitted to do, we
would inherit the tax attributes of such interest, including a tax basis that
could be significantly below fair market value. This could result in us owing
more tax than if we acquired those interests in a taxable exchange.

We may be exposed to litigation that could cause an adverse effect on our
business

In recent years, there has been a substantial amount of litigation in the
wireless industry, including class action lawsuits that challenge marketing
practices and seek substantial damages. The risk of litigation may be higher
for companies like Verizon Wireless that offer services nationally due to our
increased prominence in the industry. The defense of these lawsuits may divert
our management's attention, and we may incur significant expenses in defending
these lawsuits. In addition, we may be required to pay awards or settlements
that could cause a material adverse effect on our financial condition and
results of operations. For a discussion of a variety of litigation matters
involving our company, see "Business-Legal Proceedings."

Risks Related to Our Industry

We expect that the wireless communications industry will undergo
significant change

The wireless communications industry is experiencing significant
technological change, including the increasing pace of digital upgrades in
existing analog wireless systems, evolving industry standards, ongoing
improvements in the capacity and quality of digital technology, shorter
development cycles for new services and changes in end-user needs and
preferences. There is also uncertainty as to the pace and extent that customer
demand will continue to increase, as well as the extent to which airtime
charges and monthly recurring charges may continue to decline. As a result, the
future prospects of the industry and Verizon Wireless remain uncertain. Also,
alternative technologies may develop for the provision of services to customers
that may provide wireless communications services or alternative services
superior to those available from us.

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Concerns about alleged health risks relating to radio frequency emissions
may affect our prospects and the value of your investment

Media reports and some studies have suggested that radio frequency
emissions from wireless handsets and cell sites may be associated with various
health problems, including cancer, and may interfere with electronic medical
devices, including hearing aids and pacemakers. In addition, lawsuits have been
filed against Verizon Wireless and other participants in the wireless industry
alleging various adverse health consequences as a result of wireless phone
usage. The U.S. Food & Drug Administration has stated that, while the available
scientific evidence does not allow the FDA to conclude that wireless phones are
absolutely safe or that they are unsafe, the available scientific evidence does
not demonstrate any adverse health effects associated with the use of mobile
phones. If consumers' health concerns over radio frequency emissions increase,
they may be discouraged from using wireless handsets, and regulators may impose
restrictions on the location and operation of cell sites. These concerns could
have an adverse effect on the wireless communications industry and expose
wireless providers to further litigation, which, even if not successful, can be
costly to defend. These concerns have recently received increased focus,
including the adoption in July 2000 by the leading industry trade group of a
policy requiring handset manufacturers to disclose emission levels. Additional
studies of radio frequency emissions are ongoing. The ultimate findings of
these studies will not be known until they are completed and made public. We
cannot assure you that government authorities will not increase regulation of
wireless handsets and cell sites as a result of these health concerns or that
wireless companies will not be held liable for costs or damages associated with
these concerns. The actual or perceived risk of radio frequency emissions could
also adversely affect us through a reduced subscriber growth rate, a reduction
in subscribers, reduced network usage per subscriber or reduced financing
available to the wireless communications industry. If these risks materialize,
our business could be materially adversely affected. In addition, an adverse
outcome in the related litigation against us or any other provider of wireless
services could have a material adverse effect on our results of operations,
financial conditions and/or prospects.

Our operations are subject to various government regulations

The licensing, construction, operation, sale, resale and interconnection
arrangements of wireless communications systems are regulated to varying
degrees by the FCC and, depending on the jurisdiction, state and local
regulatory agencies. In addition, the FCC, together with the Federal Aviation
Administration, regulates tower marking and lighting, and other government
agencies periodically consider various mandates on the wireless industry. We
are also subject to various environmental protection and health and safety laws
and regulations, including limits on radio frequency radiation from mobile
handsets and towers. Any of these agencies having jurisdiction over our
business could adopt regulations or take other actions that could increase the
cost of our operations and adversely affect our business. For example, the FCC
has issued an order, the effective date of which has been postponed until
November 2002, requiring broadband wireless carriers to provide their customers
with the right to keep their wireless telephone number if they change carriers.

Our FCC licenses to provide wireless services are subject to renewal and
revocation, with a significant number subject to renewal in 2001. We cannot
assure you that the FCC will renew them. In addition, FCC rules require all
wireless licensees to meet specified build-out requirements, and failure to
comply with these and other requirements in a given license area could result
in revocation or forfeiture of our license for that license area or the
imposition of fines by the FCC.

The FCC and the states are increasingly looking to the wireless industry
to fund various initiatives, including federal and state universal service
programs, telephone number administration, services to the hearing-impaired and
emergency 911 networks. In addition, many states have imposed significant taxes
on the wireless industry and have adopted or are considering adoption of
regulatory requirements on customer billing and other matters. These
initiatives are imposing increasing costs on us and other wireless carriers and
may otherwise adversely affect our business. See "Business-Regulatory
Environment" for a more detailed description of the regulatory environment
affecting us.

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State and local legislative bodies are considering or have enacted
legislation to restrict or prohibit wireless phone use while driving

Legislation has been proposed in some state and local legislative bodies
to restrict or prohibit the use of wireless phones while driving motor
vehicles. Similar laws have been enacted in other countries and, to date, a
small number of communities in the United States have passed restrictive local
ordinances. In addition, some studies have indicated that using wireless phones
while driving may impair drivers' attention. Any laws that are passed
prohibiting or restricting the use of wireless phones while driving could have
the effect of reducing subscriber usage, which could cause a material adverse
effect on our results of operations. Additionally, concerns over the use of
wireless phones while driving could lead to potential litigation relating to
accidents, deaths or serious bodily injuries, which also may have a material
adverse effect on our results of operations.

Equipment failure and natural disasters may adversely affect our
operations

A major equipment failure or a natural disaster affecting our mobile
telephone switching offices, microwave links, the third-party owned long
distance networks on which we rely, our cell sites or other equipment or the
networks of other providers on which our subscribers roam could have a material
adverse effect on our operations. While we have insurance coverage for some of
these events, our inability to operate our wireless system even for a limited
time period may result in a loss of subscribers or impair our ability to
attract new subscribers, which would have a material adverse effect on our
business, results of operations and financial condition.

The restricted supply of new telephone numbers could limit our growth

The supply of new telephone numbers in some areas of the United States is
near exhaustion due, in large part, to the need of new competitive wireline
carriers for large blocks of numbers and rapidly growing customer demands for
additional numbers for wireless handsets and pagers as well as for second voice
lines, Internet access and private branch exchange systems, or private
telephone networks used within enterprises. Many states have imposed
restrictions on carriers' access to additional numbers, creating severe
shortages in carrier number resources. The FCC has been studying various
possible solutions to this problem, but we cannot assure you that it will be
able to find a solution promptly or at all, or that the solution will not
impose significant expenses on the telecommunications industry. If we are
unable to obtain a sufficient supply of new telephone numbers, our ability to
increase our subscriber base would be adversely affected.

We are dependent upon hiring and retaining qualified personnel, which has
become increasingly difficult due to strong economic conditions and competition
within the wireless communications industry

Our results of operations could be adversely affected if we are unable to
recruit and retain qualified employees, as our success depends in large part
upon our ability to attract and retain highly-skilled, knowledgeable and
qualified managerial, professional, technical and customer support personnel.
Like others in the industry, we have had difficulty attracting and retaining
qualified personnel because the labor market in the United States for qualified
personnel is highly competitive due to strong economic conditions and the
limited supply of these personnel within the wireless communications industry.

Our business is seasonal, and we depend on fourth quarter customer
additions

Participants in the wireless industry, including our company, have
experienced a trend of generating a significantly higher number of customer
additions in the fourth quarter of each year as compared to the other three
quarters. A number of factors contribute to this trend, including the
increasing use of retail distribution, which depends upon the year-end holiday
shopping season, the timing of new service announcements and introductions,
competitive pricing pressures and aggressive marketing and promotions. We
cannot assure you that we will continue to experience strong fourth quarter
results for customer additions. In the future, the number of customer additions
in the fourth quarter could decline for a variety of reasons, including our
inability to match or beat pricing plans offered by competitors, the failure to
adequately promote our products, services and pricing plans or the failure to
have an adequate supply or selection of handsets. If, in any year, our fourth
quarter results fail to significantly improve upon

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customer additions from the year's previous quarters, it could have a material
adverse effect on our results of operations for future periods.

While we depend on the holiday season for customer additions, service
revenues from these holiday season additions are not fully realized until the
following year. Moreover, margins and cash flow are usually lower in December
due to higher expenses for marketing and equipment subsidies.

Risks Related to Our Principal Stockholders

After the offering is completed, Verizon Communications and Vodafone will
have % and % of the voting power of our common stock, or % and %,
if the underwriters fully exercise their overallotment option, respectively.
Verizon Communications will also be entitled to elect seven of our directors,
and Vodafone will be entitled to elect three directors. In addition, Verizon
Communications and Vodafone will own % and % of the units in the
partnership, or % and %, if the underwriters fully exercise their
overallotment option, respectively. On a fully diluted basis, assuming
conversion of all Class B and Class C common stock and exchange of all
partnership units, Verizon Communications and Vodafone will own % and %
of our common stock, or % and %, if the underwriters exercise their
overallotment option in full, respectively. You should consider the following
risks of this ownership:

Our principal stockholders can exert control over us and, as a result, our
other stockholders will have little or no influence over stockholder decisions

Verizon Communications will have the ability to elect a majority of our
directors and, with Vodafone, will effectively have the ability to elect all of
the members of our board of directors. As a result, Verizon Communications will
control our management and affairs, including decisions about acquisitions and
dispositions, changes to our capital structure, such as borrowings and
issuances of common stock or other securities, and the declaration and payment
of any dividends on our common stock, subject to approval rights held by
Vodafone through its representation on the special committee. In addition,
Verizon Communications and Vodafone will be able to decide any matter submitted
to a vote of our stockholders for approval and to cause or prevent a change in
control of our company, and will be able to elect all of the members of a
special committee that must approve specified significant decisions, including
equity issuances and significant acquisitions, prior to their consideration by
our full board of directors. They will also have veto rights over specified
decisions made by the partnership pursuant to the partnership agreement.
Verizon Communications and Vodafone may have interests that differ from yours
and may act in a way favorable to them and adverse to you.

You should also note that Class A stockholders will not be permitted to
vote on several matters that require special committee approval, including a
sale of all or substantially all of our company's assets, even when Delaware
law would otherwise require a stockholder vote. As a result, Verizon
Communications and Vodafone will have the sole ability to make decisions about
those matters. See "Management-Board Committees-Special Committee."

Transfers of common stock by our principal stockholders could adversely
affect your rights as minority stockholders and the prevailing price of our
common stock

Because Verizon Communications and Vodafone can each dispose of all or a
portion of its ownership of our common stock or partnership units at some
future date, they may transfer a controlling interest in us without allowing
you to participate or realize a premium for your shares of common stock. A sale
of a controlling interest to a third party may adversely affect the market
price of our common stock and our business and results of operations because
the change in control may result in a change in management decisions and
business policy. In addition, sales or distributions by these holders of
substantial amounts of common stock in the public market or to its stockholders
could adversely affect prevailing market prices for our common stock.

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We may have conflicts of interest with our principal stockholders

Conflicts of interest may arise between us and our principal stockholders
when we are faced with decisions that could have different implications for us
and our principal stockholders, including potential acquisitions of businesses,
potential competition, the issuance or disposition of securities, the election
of new directors, the payment of distributions by the partnership, the payment
of dividends by our company, labor relations policies, regulatory and legal
positions and other matters. Because these stockholders control our company,
these conflicts could be resolved in a manner adverse to us.

Upon the completion of the offering, of our directors will also be
directors or officers of Verizon Communications or Vodafone. As part of their
fiduciary duty to both companies, these directors will consider not only our
interests, but also those holders' interests, and may choose to act in a way
favorable to those holders but adverse to us. Our certificate of incorporation
and the partnership agreement contain provisions that:

o allow our principal stockholders to pursue business opportunities
that may be of interest to us, either instead of us or in competition
with us; and

o limit the liability of our directors and officers.

Please refer to the section of this prospectus entitled "Certain Relationships
and Related Party Transactions- Partnership Agreement" and "Description of
Capital Stock--Selected Provisions of Our Certificate of Incorporation and
Bylaws." The provisions described above may eliminate rights that might
otherwise have been available to stockholders under Delaware law.

In addition, some of our directors and officers own securities, including
common stock and stock options, of these principal stockholders. Ownership
interests of our directors and officers could also create or appear to create
potential conflicts of interest when they are faced with decisions that could
have different implications for us and our principal stockholders.

Some arrangements that we have with our principal stockholders may not be
subject to arm's-length negotiations

We have entered into various agreements with Verizon Communications and
its affiliates relating to corporate services that may be material to the
conduct of our business, and we may enter into additional agreements with
Verizon Communications and Vodafone and their affiliates. For example, GTE/TSI,
a subsidiary of Verizon Communications, is our clearinghouse for many of our
roaming calls, Verizon Communications handles our single-bill service in the
markets where we offer single-bill service to our customers and Verizon
Services Corp. prints our bills in our former Bell Atlantic Mobile markets.
Because we have entered into some of these agreements while controlled by
Verizon Communications, they were not fully the result of arm's-length
negotiations. Although we believe that these agreements, as a whole, are no
less favorable to us than could be obtained in an arm's-length dealing, these
agreements include specific terms and conditions that may be different from
terms contained in similar agreements negotiated with unaffiliated third
parties. See "Certain Relationships and Related Party Transactions."

Under the terms of agreements with our principal stockholders, the scope
of our potential business is limited, which could hurt the growth of our
business

We have agreed with our principal stockholders that we may not, without
their consent, enter into any business other than the U.S. mobile wireless
business. These restrictions will limit our ability to grow our business
through initiatives such as expansion into international markets and
acquisitions of wireless providers that are also engaged in other businesses
outside our permitted activities. These restrictions may also preclude us from
pursuing other attractive related or unrelated business opportunities. See
"Certain Relationships and Related Party Transactions-Partnership Agreement."

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We do not own the Verizon Wireless brand name or some service offering
names, which could adversely affect our results of operations

We do not own the "Verizon Wireless" brand name, but instead license it
from Verizon Communications on a non-exclusive basis. You should be aware of
the following risks that this arrangement poses:

o Because we market our products and services under the same name as
Verizon Communications and, potentially, other providers, our results
of operations could be adversely affected if the reputation of
Verizon Communications or those other providers were to decline.

o The identity and value of our brand name could suffer if consumers
and other businesses became confused by other providers marketing
their service using our brand name.

o The license will terminate if we fail to perform all material
obligations under the contract or 2 1/2 years after Verizon
Communications ceases to have any beneficial ownership of the
partnership, and our results of operations could be adversely
affected if we must cease to use this brand name, as we may need to
make significant expenditures to establish a new brand identity.

o Pursuant to the alliance agreement between Verizon Communications and
Vodafone, we are required to change our brand name and discontinue
the use of any trademarks owned by Verizon Communications at any time
if we are directed to do so by Verizon Communications.

Similarly, Verizon Communications, not Verizon Wireless, owns the trademarks
for some of our service offering names, including "SingleRate," and licenses
them to us on a non-exclusive basis. We face similar risks to those described
above in connection with these trademarks.

In addition, we license patents and technology to and from our principal
stockholders or their affiliates and third parties. Pursuant to these license
agreements, our principal stockholders or their affiliates maintain the right
to license or sublicense our patents and technology to third parties, including
our competitors. These licenses may not continue to be available to us on
commercially reasonable terms or at all. If any of these events were to occur,
it could hurt our competitiveness and cause our revenue and operating results
to decline.

Our principal stockholders may compete with us

Our principal stockholders have agreed in the partnership agreement not to
engage in the provision of U.S. mobile telecommunications services, but the
agreement is subject to significant exceptions, including an exception that
permits them to engage in the fixed wireless business. In addition, the
non-compete provision will expire for both Verizon Communications and Vodafone
if either stockholder's interest in our company and the partnership decreases
below specified thresholds, even though the other stockholder may continue to
control us. If our principal stockholders enter into, or invest in, businesses
that compete with us, they may vote their share ownership in our company to
favor those other businesses, which would adversely affect our company. See
"Certain Relationships and Related Party Transactions-Partnership Agreement."

We are liable for any failure of our principal stockholders to comply with
contractual obligations to third parties in connection with the contribution of
assets and properties to the partnership, the disposition of conflicted systems
and our admission to the partnership as managing general partner

The companies from which we were formed conducted portions of their
business in partnerships. Many partnership agreements provide that no transfer
of partnership interests is permitted or that, prior to transfer of an
interest, the other partners must be provided with a right to purchase the
interest. In addition, some agreements provide that a change of control of a
partner is considered to be a transfer that requires consent. The partnership
has agreed that it is liable for the costs resulting from any failure by our
principal stockholders to comply with those provisions or other contractual
obligations in connection with the transfer of assets and properties to the
partnership, the disposition of conflicted systems and our admission to the
partnership as managing general partner. Several third

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parties have already made such claims, and we cannot assure you that no
additional third parties will bring claims for violation of these provisions.
We are also liable for some indemnification obligations of our principal
stockholders incurred in connection with the disposition of overlapping assets.
Our financial condition could be adversely affected by liabilities resulting
from the failure of our principal stockholders to comply with their contractual
obligations or in connection with the disposition of overlapping assets. See
"Business-Legal Proceedings" and "Certain Relationships and Related Party
Transactions-U.S. Wireless Alliance Agreement-Indemnification."

Risks Related to the Offering

The price of our Class A common stock is likely to be highly
volatile

The initial public offering price for the shares will be determined by
negotiations between the representatives of the underwriters and us and may not
be indicative of prices that will prevail in any future trading market. The
price of our Class A common stock may fluctuate substantially due to a variety
of factors, including:

o quarterly fluctuations in our operating and earnings per share
results and those of our competitors;

o changes in earnings estimates by market research analysts or our
failure to achieve results consistent with or better than those
anticipated by analysts or investors;

o new entrants in our markets;

o regulatory developments, including the prices paid for spectrum
licenses that will be auctioned by the FCC;

o technological innovations or new product and service introductions by
us or our competitors;

o litigation;

o sales of common stock or partnership units by existing holders;

o loss of key personnel; and

o economic conditions generally and in the telecommunications industry
in particular.

In addition, the stock market is subject to other factors outside of our
control that can cause extreme price and volume fluctuations. Securities class
action litigation has often been brought against companies that experience
volatility in the market price of their securities. Litigation brought against
us could result in substantial costs and a diversion of management's attention
and resources, which could have a material adverse effect on our business,
results of operations and financial condition.

Future sales of Verizon Wireless stock could adversely affect its market
price and our ability to raise capital in the future

Sales of substantial amounts of Verizon Wireless common stock in the
public market could hurt the market price of the Class A common stock. The
shares that we sell to the public in the offering will be freely tradable
without restriction under the Securities Act of 1933 by persons other than our
"affiliates," as defined under the Securities Act. The remaining shares,
including shares of our Class A common stock issuable to Verizon Communications
and Vodafone upon conversion of shares of our Class B and Class C common stock
and in exchange for partnership units, will be restricted securities under Rule
144. These shares may be sold in the future without registration under the
Securities Act only as permitted by Rule 144 or another exemption under the
Securities Act. We have granted registration rights to Verizon Communications
and Vodafone that will permit them to require us to register their shares for
sale in accordance with their intended method of disposition. Any sales of
substantial amounts of Verizon Wireless stock in the public market after this
offering, or the perception that such

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<PAGE>

sales might occur, could materially adversely affect the market price of the
Verizon Wireless stock. For more information regarding these registration
rights, see "Certain Relationships and Related Party Transactions- Registration
Rights."

You will experience immediate and substantial dilution in the book value
of your investment

The initial public offering price of the Class A common stock will be
substantially higher than the pro forma net tangible book value per share of
our common stock. Pro forma net tangible book value represents the amount of
our tangible assets on a pro forma basis, less our total liabilities. As a
result, we currently expect that you will incur immediate dilution of $ per
share based upon an assumed initial public offering price of $ per share. See
"Dilution."

Anti-takeover provisions could adversely affect the price of our Class A
common stock

Verizon Communications' and Vodafone's effective control of our company,
as well as provisions of our certificate of incorporation, our bylaws, the
partnership agreement, federal and state regulations and some of our other
agreements may discourage, delay or prevent a merger or other change of control
that stockholders may consider favorable. This could adversely affect the price
of our Class A common stock and could discourage offers to acquire our stock at
prices that represent a premium over then-current market prices. These
provisions are summarized in detail in the sections of this prospectus entitled
"Business-Regulatory Environment," "Certain Relationships and Related Party
Transactions-Partnership Agreement," "-Verizon Communications Intellectual
Property Arrangements," and "Description of Capital Stock."

In addition, our business is subject to regulation by the FCC and state
regulatory commissions or similar state regulatory agencies in many of the
states in which we operate. The FCC and some states have statutes or
regulations requiring an investor that acquires a specified percentage of our
securities or the securities of one of our subsidiaries to first obtain
approvals from the FCC or the applicable state commission or agency.

Verizon Wireless Inc. is a holding company that will depend on
distributions from the partnership

Verizon Wireless Inc. is a holding company, the only material asset of
which will be its equity interest in the partnership. We will have no
independent means of generating revenues. As a partner in the partnership, we
will incur income taxes on our proportionate share of any net taxable income.
The partnership will be required to distribute cash to its members in amounts
sufficient to cover their tax liabilities, if any. However, if we need funds to
pay taxes or for any other purpose and the partnership is unable to provide
those funds, our financial condition would be adversely affected.

The partnership will have broad discretion to use the offering proceeds,
and the investment of these proceeds may not yield a favorable return

The net proceeds of this offering will be contributed to the partnership,
but the partnership has not allocated them for specific purposes. Thus, the
partnership will have broad discretion over how these proceeds are used in the
U.S. wireless business and could spend most of these proceeds in ways with
which our stockholders may not agree or that do not yield favorable returns.
See "Use of Proceeds."

There are risks that may make it difficult for us to achieve the outcomes
predicted in our forward-looking statements

Many of the statements included in this prospectus, including the
description of our plans, strategies, capital expenditures, pending or possible
acquisitions, anticipated cost savings and financing plans are forward-looking
statements. You can generally identify forward-looking statements by the use of
terminology such as "may," "will," "expect," "intend," "plan," "estimate,"
"anticipate," "believe" or similar phrases. Our actual future performance could
differ materially from these forward-looking statements. These forward-looking
statements involve a number of risks and uncertainties. Important factors that
could cause actual results to differ materially from our expectations

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include those risks identified in the foregoing "Risk Factors," and in
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" and "Business," as well as other matters not yet known to us or not
currently considered material by us.

We caution you not to place undue reliance on these forward-looking
statements. All written and oral forward-looking statements attributable to us
or persons acting on our behalf are qualified in their entirety by those
cautionary statements. We will not undertake and specifically decline any
obligation to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the
date of those statements.

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VERIZON WIRELESS ORGANIZATIONAL STRUCTURE

Formation of the Partnership

"Verizon Wireless" is the trade name of Cellco Partnership, a general
partnership previously wholly-owned by Bell Atlantic Corporation through which
it operated its Bell Atlantic Mobile and Southwestern U.S. wireless businesses.
In September 1999, Bell Atlantic Corporation and Vodafone AirTouch Plc, now
known as Vodafone Group Plc, agreed to combine their U.S. mobile wireless
telecommunications businesses in the partnership.

Bell Atlantic and Vodafone combined these businesses by contributing
additional wireless operations to Cellco Partnership in two stages. In April
2000, Vodafone contributed U.S. mobile wireless assets in exchange for an
approximate 65% interest in the partnership and Bell Atlantic contributed its
interest in PrimeCo, which was not held through Cellco, and other wireless
assets. The following day, the partnership began doing business under the
"Verizon Wireless" name. On June 30, 2000, Bell Atlantic and GTE Corporation
consummated a merger of equals and started doing business as Verizon
Communications. In July 2000, Verizon Communications contributed GTE's U.S.
wireless assets to the partnership, increasing Verizon Communications' interest
in the partnership from approximately 35% to 55%.

Background

The partnership brings together operations of four well-recognized U.S.
wireless carriers, including Bell Atlantic Mobile, AirTouch, GTE Wireless and
PrimeCo, resulting in the formation of the most extensive wireless network in
the United States. The information presented below does not take into account
the divestitures of wireless operations in overlapping markets.

Bell Atlantic Mobile. Bell Atlantic Mobile owned and operated the largest
wireless network on the East Coast and had the largest chain of retail outlets
of any wireless provider in the United States devoted exclusively to wireless
voice, data and paging. Based in Bedminster, New Jersey, Bell Atlantic Mobile
had 8.0 million customers on the East Coast and in the Southwest through a
separate subsidiary, as of March 31, 2000. Bell Atlantic Mobile acquired the
remaining general partnership interests that it did not already own in Upstate
Cellular Network, a wireless service provider in upstate New York, in December
1999. Bell Atlantic Mobile operated in 18 states and the District of Columbia,
including 12 of the top 50 U.S. markets, including Baltimore, Boston, New York
City, Philadelphia and Washington, D.C.

AirTouch. AirTouch, which was a subsidiary of Vodafone, served nearly 10
million wireless customers and 3.5 million paging customers in the United
States as of March 31, 2000. In January 2000, AirTouch acquired CommNet
Cellular, Inc., a wireless network operator in the Western United States. Based
in San Francisco, AirTouch operated broadband wireless networks in 22 states
and 18 of the top 50 U.S. markets, including Atlanta, Detroit, Los Angeles,
Phoenix, San Diego and Seattle.

GTE Wireless. As of June 28, 2000, GTE Wireless had more than 7.0 million
U.S. wireless customers. It operated in 19 states and 18 of the top 50 United
States markets, including Houston, San Francisco, Seattle and Tampa. GTE
Wireless acquired some of Ameritech Corporation's wireless assets in the
Midwest in October 1999. GTE Wireless was based in Atlanta, as a subsidiary of
GTE Corporation.

PrimeCo. PrimeCo was formed in October 1994 as a limited partnership to
provide advanced wireless digital communications services over an all-digital
1900 MHz network. Immediately prior to its contribution to the partnership,
PrimeCo was owned by Bell Atlantic and Vodafone. Based in Westlake, Texas,
PrimeCo operated in nine states and 13 of the top 50 United States markets,
including Dallas, Houston, Miami, San Antonio and Tampa. As of March 31, 2000,
PrimeCo had more than 1.5 million subscribers.

The full combination of these regional wireless service providers would
have resulted in overlapping operations in several regions. Based on a consent
decree with the Department of Justice and regulations of the FCC governing
wireless communication, Cellco and its partners were required to divest one of
the wireless operations in each of the

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overlap markets. To effect these divestitures, Cellco and its partners sold
some assets and engaged in asset swaps in some cases with other wireless
carriers that allowed us to further expand our national coverage in regions
where we did not have existing service. In order to eliminate overlapping
operations:

o we exchanged wireless assets in the Southwest with ALLTEL for a
combination of cash and some of ALLTEL's properties in Iowa and
Nevada on April 1, 2000;

o Vodafone disposed of its 50% interest in San Francisco wireless
properties prior to June 30, 2000;

o PrimeCo transferred its PCS properties in Houston, Chicago and
Richmond to other entities owned and controlled by Verizon
Communications and Vodafone prior to April 1, 2000, so that none of
those properties was part of PrimeCo at the time it was contributed
to the partnership, although 10 MHz blocks of spectrum in each market
have been or will be contributed to the partnership prior to the
offering;

o GTE Wireless transferred some of its properties in Ohio, Florida and
Alabama to ALLTEL in exchange for some of ALLTEL's properties in
Illinois, Indiana and Pennsylvania and cash on June 29, 2000; and

o an entity owned and controlled by Verizon Communications and Vodafone
exchanged properties in Richmond with CFW Communications Company in
July 2000 for cash and another Virginia property to be contributed to
the partnership.

In addition, our principal stockholders have retained some overlapping
assets that have not yet been sold. On August 29, 2000, all remaining assets to
be sold that have not yet been sold will be transferred to a trustee. On June
30, GTE Wireless' San Diego assets were transferred to the trustee.
Specifically, the properties to be sold by those other entities owned and
controlled by Verizon Communications and Vodafone include:

o the Chicago and Houston PCS networks; and

o the Austin, Cincinnati, San Diego, Seattle, Spokane and other Texas
networks formerly owned by GTE Wireless.

The partnership will not receive any of the proceeds from those sales.

Verizon Wireless Inc.

Following the offering, we will be a holding company with no material
assets other than % of the interests in the partnership, or % if the
underwriters exercise their overallotment option in full, and whose sole
business will be to act as the managing general partner of the partnership. As
managing general partner, we will control the partnership's management and
operations, subject to various veto rights over significant decisions held by
the other partners, and we will therefore consolidate the partnership's results
in our financial statements. The partnership will reimburse us for all of our
expenses but will not pay us any fees. Verizon Communications and Vodafone will
own approximately % and %, of the interests in the partnership, or %
and % if the underwriters exercise their overallotment option in full,
respectively. Distributions from the partnership will generally be made pro
rata in accordance with the percentage ownership interests of the partners.

After this offering, Verizon Communications will own all of our Class B
common stock and Vodafone will own all of our Class C common stock. Holders of
our Class A common stock, which we are issuing in the offering, generally will
have voting rights identical to holders of the other two classes, except that
each holder of Class A common stock will be entitled to one vote per share
while each holder of Class B and Class C common stock will be entitled to a
high number of votes per share. In addition, so long as there are shares of
Class B common stock and Class C common stock outstanding, holders of Class B
common stock will, voting as a class, have the right to elect seven of our
thirteen directors and holders of Class C common stock will, voting as a class,
have the right to elect three of our directors. Following the offering, holders
of our Class A common stock will own approximately % of our common stock,
or % the underwriters exercise their overallotment option in full, but Verizon

29
<PAGE>

Communications and Vodafone will have approximately % and % of the
voting power our common stock, or % and % if the underwriters exercise
their overallotment option in full, respectively. As a result, Verizon
Communications will consolidate our results in its financial statements and
will be able to exercise control over all matters requiring stockholder
approval.

Partnership units, and the high-vote common stock owned by Verizon
Communications and Vodafone, will be exchangeable, at the option of the holder,
into shares of our Class A common stock. If, immediately following the
offering, Verizon Communications and Vodafone converted their Class B and Class
C common stock into, and exchanged their partnership units for, Class A common
stock, they would own approximately % and % of our outstanding Class A
common stock, or % and % if the underwriters exercise their overallotment
option in full, respectively. See "Description of Capital Stock-Common Stock."

You should read "Risk Factors-Risks Related to Our Principal
Stockholders," "Certain Relationships and Related Party Transactions" and
"Description of Capital Stock" for additional information about our corporate
structure and the risks posed by the structure.

30
<PAGE>

Below is a chart that illustrates our corporate structure upon completion
of the offering, although the chart does not list subsidiaries of Cellco.

[GRAPHIC OMITTED]

[A chart is included that describes the ownership structure of the
partnership and Verizon Wireless Inc., and the transactions to occur in
connection with the offering, including: (1) Verizon Wireless Inc. will
sell Class A Common Stock representing a % voting interest and a %
equity interest to the public and use the IPO proceeds to purchase interests in
the partnership, (2) Verizon Communications and its controlled affiliates
will hold high-vote Class B Common Stock of Verizon Wireless Inc. and %
of the interests in the partnership and (3) Vodafone and its controlled
affiliates will hold high-vote Class C Common Stock of Verizon Wireless
Inc. and % of the interests in the partnership.]

31
<PAGE>

USE OF PROCEEDS

We will receive net proceeds from this offering of about $ billion,
assuming an initial public offering price of $ per share and after deducting
the underwriting discount and estimated offering expenses of $ million,
or $ billion if the underwriters exercise their overallotment option in full.
We will use the net proceeds to acquire interests in the partnership. The
partnership will use the proceeds for general corporate purposes, including to
expand its network, to obtain additional spectrum and to acquire additional
wireless licenses and other wireless assets. The partnership may also use the
net proceeds to acquire businesses or technologies that complement its business
or to enter into joint ventures, although it has no specific plans to do so.
Pending application of the proceeds, we intend to invest them in short-term
securities.

DIVIDENDS

Verizon Wireless Inc. is a newly formed company, and we have never
declared or paid any cash dividends on our capital stock, although the
partnership has declared and paid distributions to its partners. We do not
anticipate paying any cash dividends in the foreseeable future.

The partnership will be required to reimburse us for our expenses as a
holding company and managing general partner. The partnership will also be
required to make distributions to its partners to pay taxes. In addition, the
partnership agreement will provide that, from and after the date of the
offering and until the earlier to occur of (1) April 3, 2005 and (2) the date
Vodafone ceases to own, directly or indirectly, at least 20% of the partnership
units, the partnership will, on a semiannual basis, make additional
distributions to its partners, including us, in an amount determined pursuant
to a formula. See "Certain Relationships and Related Party Transactions-
Partnership Agreement-Distributions." On a pro forma basis and assuming this
policy was in effect for all periods, the partnership would have made
tax-related distributions and distributions under this formula of $1.2 billion
in 1999 and $600.0 million in the first six months of 2000.

In addition, for all periods prior to and ending on the date of the
offering, the partnership is required, subject to compliance with specified
financial ratios, to make additional distributions to its partners in an amount
equal to 70% of the partnership's pre-tax net income plus amortization expense
related to the amortization of intangible assets arising out of transactions
contemplated by the alliance agreement, to the extent this amount exceeds the
tax distribution. Verizon Wireless Inc. is not entitled to any of those
distributions as it had no ownership interest in the partnership prior to the
offering. The partnership will make the final distribution for pre-offering
periods on , 2000 in an amount that is expected to be approximately
$ million.

We currently anticipate that we will reinvest all funds distributed to us,
other than funds necessary to pay taxes, in the partnership in exchange for
additional partnership units. Verizon Communications and Vodafone have the
right, but not the obligation, to reinvest all of their distributions in the
partnership, including tax-related distributions. Our ownership interest in the
partnership will change to the extent that we reinvest the distributions made
to us and the other partners reinvest a different proportionate amount.

32
<PAGE>

CAPITALIZATION

The following table presents the total cash and cash equivalents and
capitalization, as of June 30, 2000 of:

o our company, on an actual basis;

o the partnership, on an actual basis; and

o our company, on a pro forma basis as adjusted to reflect (1) the sale
by us of shares of Class A common stock at an assumed initial
offering price of $ per share, after deducting the underwriting
discount and estimated offering expenses, pursuant to this offering,
(2) the use of the net proceeds from the offering to acquire % of
the interests in the partnership and (3) the minority interest created
as a result of our becoming the managing general partner of the
partnership and therefore consolidating the partnership in our
financial results, in connection with the offering and acquisition of
partnership interests.

This table should be read in conjunction with the unaudited historical and pro
forma financial statements and the related notes as of and for the six months
ended June 30, 2000 appearing elsewhere in this prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
June 30, 2000
-------------------------------------------
Verizon
Wireless Inc.
Consolidated
Verizon Pro Forma
Wireless Inc. Partnership As Adjusted
------------- ----------- -------------
(unaudited)
(in millions except per share amounts)
<S> <C> <C> <C>
Cash and cash equivalents................................. $ -- $ 517 $
======= ========= ========
Long-term debt (including current portion)................ -- 10,063
Redeemable minority interest.............................. -- -- 20,000
Minority interest......................................... -- 643
Partner's capital subject to redemption................... -- 20,000 --
Partners' capital......................................... -- 15,735 --

Stockholders' equity:
Common stock, $.01 par value per share, 100 shares
authorized; 100 shares issued and outstanding....... -- --
Additional paid-in capital.......................... -- --
Total stockholders' equity............................... $ $ $
======= ========= ========
Total capitalization.................................... $ $ $
======= ========= ========
</TABLE>

33
<PAGE>

DILUTION

In connection with the offering of the Class A common stock, Class B and
Class C common stock will be purchased by Verizon Communications and Vodafone,
and that stock as well as their units in the partnership will be exchangeable,
at the option of the holder, into shares of our Class A common stock.

The pro forma net tangible book value of Verizon Wireless Inc.
as of June 30, 2000 was $ , or $ per share of Class A common
stock. Pro forma net tangible book value per share is determined by dividing
pro forma tangible net worth, which is equal to total tangible assets less
total liabilities, by the aggregate number of shares of Class A common stock
outstanding, assuming the conversion of all outstanding Class B and Class C
common stock and the exchange of all partnership units into Class A common
stock and assuming that Verizon Wireless Inc. had been formed as of June 30,
2000. After giving effect to the sale by Verizon Wireless Inc. of the
shares of Class A common stock in this offering, at an assumed initial
public offering price of $ per share, the midpoint of the range set forth
on the cover page of this prospectus, and the receipt and application of the
net proceeds, pro forma net tangible book value at June 30, 2000 would have
been $ , or $ per share. This represents an immediate
increase in pro forma net tangible book value to existing stockholders of $
per share and an immediate dilution to new investors of $ per share.
The following table illustrates this per share dilution:

Assumed initial public offering price........................... $
Pro forma net tangible book value per share as of
June 30, 2000................................................$
Increase in pro forma net tangible book value per
share attributable to new investors..........................
Pro forma net tangible book value per share after offering......
--------
Dilution per share to new investors............................. $
========

Dilution is determined by subtracting pro forma net tangible book value
per share after the offering from the initial public offering price per share.

The following table sets forth, on a pro forma basis, as of June 30, 2000,
the number of shares of common stock purchased from Verizon Wireless Inc.,
assuming (1) the conversion of all outstanding Class B and Class C common
stock, (2) the exchange of all partnership units into Class A common stock and
(3) that Verizon Wireless Inc. had been formed as of June 30, 2000, the total
consideration paid, or to be paid, and the average price per share paid, or to
be paid, by existing stockholders and by the new investors, at an assumed
initial public offering price of $ per share, the midpoint of the range set
forth on the cover page of this prospectus, before deducting estimated
underwriting discounts and offering expenses payable by Verizon Wireless Inc.:

Shares Purchased Total Consideration Average
---------------- ------------------- Price
Number Percent Amount Percent Per Share
------ ------- ------ ------- ---------
Existing shareholders..... % $ %
New Investors.............
Total.................... 100% $ 100%

34
<PAGE>

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statements of
operations for the six month periods ended June 30, 2000 and 1999 and for the
year ended December 31, 1999 give effect to the following as if they occurred
on January 1, 1999:

(1) the partnership's acquisition of Vodafone's U.S. wireless operations
on April 3, 2000;

(2) PrimeCo's wireless operations, which, prior to April 3, 2000, were
reflected as an equity investment in the partnership's results of
operations as a result of its 50% ownership of PrimeCo's wireless
operations and, beginning on April 3, 2000, were consolidated as a
result of Vodafone's contribution of the remaining 50% to the
partnership;

(3) the acquisition of Ameritech's wireless operations in Chicago, St.
Louis and rural Illinois by GTE Wireless on October 8, 1999;

(4) the acquisition of other wireless operations which are not
significant;

(5) the required divestitures of various overlapping operations and other
wireless operations in connection with the formation of the
partnership;

(6) the offering and our use of the net proceeds from the offering to
acquire a % interest in the partnership, and our becoming the
managing general partner of the partnership; and

(7) income taxes related to the consolidation of the partnership in our
financial statements.

The following unaudited pro forma condensed consolidated balance sheet as
of June 30, 2000 gives effect to the following as if they occurred on June 30,
2000:

(1) the offering and our use of the net proceeds from the offering to
acquire a % interest in the partnership, and our becoming the
managing general partner of the partnership; and

(2) income taxes related to the consolidation of the partnership in our
financial statements.

See Notes to the Unaudited Pro Forma Financial Information for additional
description.

We will consolidate the partnership's results in our financial statements
as a result of our control of the partnership as managing general partner,
subject to various protective rights over significant decisions held by other
partners. Our acquisition of partnership interests will be treated as a
reorganization of entities under common control and accounted for at historical
cost. Accordingly, the net assets of the partnership will be reported in our
consolidated financial statements at their historical cost as reflected on the
partnership's financial statements.

The pro forma financial statements do not purport to be indicative of what
our financial position or results of operations would actually have been had
the transactions described above occurred on the dates indicated or to project
our results of operations for any future period or date. The pro forma
adjustments are described in the accompanying notes and are based upon
available information and certain assumptions that we believe are reasonable.
The pro forma financial statements should be read in conjunction with our
financial statements and the financial statements of the partnership,
Vodafone's U.S. operations, PrimeCo and the Ameritech wireless operations,
including the notes thereto, and the other financial and operating information
appearing elsewhere in this prospectus.

The unaudited pro forma financial information has not been adjusted to
give effect to cost savings that we expect to achieve as a result of the
integration of the acquired companies, or the cost of integration. Pro forma
adjustments for the various acquisitions are applied to the historical
statements of operations to account for such acquisitions under the purchase
method of accounting. The purchase prices have been allocated to the assets and

35
<PAGE>

liabilities of the acquisitions using an estimate of their respective fair
values, with the remainder being allocated to specific identifiable intangible
assets and goodwill. Those allocations are based on preliminary third party
appraisals. We anticipate receiving the final third party appraisals by the end
of the year. Accordingly, the allocations reflected in the unaudited pro forma
financial information are preliminary and subject to revision, which we believe
will not be material.

36
<PAGE>

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(in millions, except per share data)

<TABLE>
Vodafone
U.S. Overlapping
Verizon Cellco Operations PrimeCo Operations, Pro Forma
Wireless Inc. Partnership (1) (2) Net (3) Adjustments
------------- ----------- ---------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenue:
Service revenues.................. $ -- $ 5,573 $ 1,294 $ 214 $ (362) $ (5) (4)
(73) (5)
Equipment......................... -- 526 117 36 (43) (6) (6)
-------- ------- ------- ----- ------ ------
Total operating revenue.............. -- 6,099 1,411 250 (405) (84)
-------- ------- ------- ----- ------ ------
Operating costs and expenses:
Cost of service .................. -- 919 270 6 (162) (73) (5)
Cost of equipment................. -- 785 121 30 (60) --
Selling, general and
administrative.................. -- 2,524 537 207 (162) (5) (4)
(6) (6)
(47) (8)
Depreciation and amortization..... -- 1,201 500 69 (64) (8) (6)
(53) (7)
-------- ------- ------- ----- ------ ------
Total operating costs and expenses... -- 5,429 1,428 312 (448) (192)
-------- ------- ------- ----- ------ ------
Operating income (loss).............. -- 670 (17) (62) 43 108
Interest (expense) income, net....... -- (224) (27) (3) 41 6 (6)
(137) (9)
Minority interest.................... -- (73) (27) 4 21 8 (11)
Equity in income (loss) of
unconsolidated entities........... -- 24 (39) -- (18) (1) (6)
80 (10)
(8)(11)
Other, net........................... -- 845 2 -- (849) --
-------- ------- ------- ----- ------ ------
Income (loss) before (provision)
benefit for income taxes.......... -- 1,242 (108) (61) (762) 56
(Provision) benefit for income taxes. -- (127) 44 -- -- 5 (12)
-------- ------- ------- ----- ------ ------
Net income (loss).................... $ -- $ 1,115 $ (64) $ (61) $ (762) $ 61
======== ======= ======= ===== ====== ======
Pro forma basic and diluted net
income per share..................

Pro forma weighted average
common shares outstanding.........

(Financial data to be continued)
</TABLE>

37
<PAGE>

(Financial data--continued)

<TABLE>
Verizon
As Wireless Inc.
Adjusted, Pro Forma,
Pro Forma Adjustments As Adjusted
--------- ----------- -------------
<S> <C> <C> <C>
Operating revenue:
Service revenues.................. $ 6,641 $ -- $

Equipment......................... 630 --
------- ------- -------
Total operating revenue.............. 7,271 --
------- ------- -------
Operating costs and expenses:
Cost of service .................. 960 --
Cost of equipment................. 876 --
Selling, general and
administrative.................. 3,048 --

Depreciation and amortization..... 1,645 --

------- ------- -------
Total operating costs and expenses... 6,529 --
------- ------- -------
Operating income (loss).............. 742 --
Interest (expense) income, net....... (344)

Minority interest.................... (67) (13)
Equity in income (loss) of
unconsolidated entities........... 38 --

Other, net........................... (2) --
------- ------- -------
Income (loss) before (provision)
benefit for income taxes.......... 367
(Provision) benefit for income taxes. (78) (14)
------- ------- -------
Net income (loss).................... $ 289 $ $
======= ======= =======
Pro forma basic and diluted net
income per share.................. $ (15)
=======
Pro forma weighted average
common shares outstanding.........
=======
</TABLE>

37
<PAGE>

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

(1) Represents the results of operations of the Vodafone U.S. Operations for
the period from January 1, 2000 to March 31, 2000, including Vodafone's
50% interest in PrimeCo which Vodafone recorded on the equity method of
accounting. Vodafone contributed its U.S. wireless operations and equity
interest in PrimeCo to the partnership on April 3, 2000. The results of
operations for the period from April 1, 2000 to April 2, 2000 were not
material. This contribution to the partnership was accounted for using the
purchase method of accounting by the partnership. See also Notes 7 and 10
to this Unaudited Pro Forma Financial Information.

(2) Represents 100% of the results of operations of PrimeCo for the period
from January 1, 2000 to March 31, 2000. The results of operations for the
period from April 1, 2000 to April 2, 2000 were not material. Prior to
April 3, 2000, both the partnership and Vodafone followed the equity
method of accounting for their respective interests in PrimeCo. The
contribution of Vodafone's 50% interest in PrimeCo to the partnership was
accounted for by the partnership using the purchase method of accounting.
See also Notes 7 and 10 to this Unaudited Pro Forma Financial Information.

(3) Based on regulations of the Federal Communications Commission governing
wireless communications, certain of the overlapping wireless operations
were required to be divested by Verizon Communications and Vodafone. In
order to eliminate overlapping operations:

(a) we exchanged wireless assets with ALLTEL for a combination of cash
and some wireless assets on April 1, 2000 and on June 29, 2000;

(b) Vodafone disposed of its 50% interest in San Francisco-area wireless
properties prior to June 30, 2000;

(c) PrimeCo transferred its PCS properties in Houston, Chicago and
Richmond to other entities owned and controlled by Verizon
Communications and Vodafone prior to April 1, 2000; and

(d) Verizon Communications retained some overlapping assets that have not
yet been sold. On August 29, 2000, all remaining assets to be sold
that have not yet been sold will be transferred to a trustee.

The partnership will not receive any of the proceeds from these
divestitures with the exception of the assets received in the ALLTEL
swaps.

As reflected in the table below, Overlapping Operations, Net includes (1)
the elimination of the results of operations for the assets sold, swapped
or retained by the principal stockholders, (2) the addition of the results
of operations of the assets acquired as part of the asset swaps, (3) the
elimination of certain minority interests as a result of consolidating
those operations, and (4) the elimination of realized gains and losses,
net, of $848 million included in Other, net resulting from the ALLTEL
swaps.

<TABLE>

(a) (b) (c) (d)
ALLTEL San PrimeCo Remaining
swaps Francisco transfers assets Total
------ --------- --------- --------- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C>
Total operating revenue..................$ 118 $ - $ (102) $ (421) $ (405)
Total operating costs and expenses....... 72 - (122) (398) (448)
Operating income (loss).................. 45 - 21 (23) 43
Net income (loss)........................ (773) (16) 22 5 (762)
</TABLE>

No individual acquisition or disposition was significant and accordingly,
no financial statement data has been reported separately.

(4) Represents the adjustment to conform the revenue recognition policies of
the acquired companies relating to activation fees to the revenue
recognition policy of the partnership.

38
<PAGE>

(5) Represents the elimination of roaming charges between the partnership and
the acquired businesses.

(6) Represents adjustments related to the sale and lease-back of the
partnership's communications towers and related assets. These
transactions, with a tower management company controlled by an unrelated
third party, required the partnership to enter into long-term leases for
each of the towers in exchange for a monthly rental or site maintenance
payment. The pro forma adjustments relate to the reversal of tower
depreciation expense, tower rental income and interest expense and the
recording of the rent or site maintenance costs based upon amounts
stipulated in the contractual sale and lease-back agreements. The debt and
assets related to the tower financing transactions were transferred to
Verizon Communications on April 3, 2000 and June 30, 2000.

(7) Represents a reduction in depreciation and amortization as a result of the
partnership's acquisition of Vodafone's U.S. wireless operations and
equity interest in PrimeCo on April 3, 2000, based on a preliminary third
party appraisal.

The adjustment to depreciation and amortization expense includes the
following (dollars in millions):

<TABLE>
Depreciation/
Fair Value Useful Life Amortization
---------- ----------- -------------
<S> <C> <C> <C>
Customer list............................ $ 2,747 6 (a) $158
Assembled workforce...................... 159 7 (b) 6
Goodwill................................. 6,304 25 (b) 63
Cellular licenses........................ 21,502 40 (b) 134
Tangible net assets...................... 2,581 7.5 (b) 86
------- ----
$33,293 447
=======
Less: depreciation and amortization
included in Vodafone U.S.
Operations............................. (500)
----
Net adjustment........................... $(53) (c)
====
</TABLE>

---------
(a) Using the declining balance method.

(b) Using the straight-line method.

(c) Primarily relates to the reduction of amortization expense on
approximately $12 billion of goodwill on Vodafone's U.S. Operations
resulting from deferred income taxes previously recorded.

(8) Represents the reversal of the expense related to the vesting of
outstanding stock appreciation rights. The expense was incurred in
connection with the acquisition of Vodafone's U.S. wireless operations.
The vesting of the stock appreciation rights was triggered by a change in
control provision contained in the plan resulting in a $47 million charge.

(9) The U.S. wireless alliance agreement states that the principal
stockholders will contribute $9.5 billion of debt to the partnership. In
addition, interest on $566 million of debt was added, comprised of $386
million as a result of the ALLTEL swaps (see also Note 3 to this Unaudited
Pro Forma Financial Information) and $180 million as a result of the
inclusion of 100% of the results of operations of PrimeCo (see also Note 2
to this Unaudited Pro Forma Financial Information). Adjustment represents
the additional interest expense as if the debt were outstanding as of
January 1, 1999.

39
<PAGE>

The adjustment to interest expense includes the following interest
(dollars in millions):

Interest expense related to applicable debt amounts:

$9,500......................................... $322 (a)
386......................................... 14 (b)
180......................................... 8 (c)
----
344
Net of:

Historical interest............................ $213
Less: interest expense relating to the
tower financing (see also Note 6 to this
Unaudited Pro Forma Financial Information)... (6)
----
(207)
----
$137
====
---------
(a) Based upon the blended actual fixed and variable interest rates paid
on borrowings by Verizon Communications (6.7% at June 30, 2000) as to
the $5.5 billion contributed by Verizon Communications and a variable
interest rate equal to LIBOR plus 0.24% (6.9% at June 30, 2000) as to
the $4 billion contributed by Vodafone.

(b) Based upon a variable interest rate equal to LIBOR plus 0.315% (7.4%
at June 30, 2000).

An increase or decrease in the interest rates on floating debt of 1/8%
would increase or decrease interest expense for the period by
approximately $6 million.

(10) Represents the elimination of each of the partnership's and Vodafone's
interest in PrimeCo recorded on the equity method of accounting for the
period January 1, 2000 to March 31, 2000. The results of operations of
PrimeCo for the period April 1, 2000 to April 2, 2000 were not material.
The equity in loss of unconsolidated entities of the partnership does not
include $11 million related to the transfers of PrimeCo's PCS properties
in Houston, Chicago and Richmond to other entities owned and controlled by
Verizon Communications and Vodafone. Included in Vodafone's equity in loss
of unconsolidated entities is $30 million in amortization relating to
Vodafone's acquisition of its U.S. wireless operations on June 30, 1999
(see Note 7 to the Unaudited Pro Forma Financial Information).

(11) Represents the elimination of GTE Wireless' equity in income of
unconsolidated entities in certain partnership investments that were
consolidated by Vodafone.

(12) Represents the elimination of federal and state income taxes as a result
of the change in taxable status of the entities forming the partnership.
The partnership is generally not a taxable entity for federal and state
income tax purposes. Pro forma taxes represent federal and state income
taxes relating to majority owned subsidiaries of the partnership and
entities under common control that are corporate entities.

(13) Represents the minority interest adjustment to eliminate % of the pro
forma partnership operations as a result of the consolidation of the
partnership by Verizon Wireless Inc.

(14) Represents the resulting federal and state income taxes at an effective
rate of % related to the consolidation of the partnership by Verizon
Wireless Inc. and the related elimination of the pro forma income tax
provision recorded by Verizon Wireless Inc. The effective rate differs
from the statutory rate of 40% due primarily to the non-deductibility of
goodwill amortization of underlying taxable corporate entities.

40
<PAGE>

(15) Pro forma basic and diluted net income per share gives effect to the
issuance of shares of Class A common stock in the offering.

41
<PAGE>

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(in millions, except per share data)

<TABLE>

Vodafone
Verizon U.S. Other Overlapping
Wireless Cellco Operations PrimeCo Ameritech Acquisitions Operations, Pro Forma
Inc. Partnership (1) (2) (3) (4) Net (5) Adjustments
-------- ----------- ---------- ------- --------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenue:
Service revenues.... $ -- $3,213 $2,361 $ 332 $389 $249 $(407) $ (18) (6)
(167) (7)
Equipment........... -- 300 188 70 18 10 (69) (6) (8)
------ ------ ------ ----- ---- ---- ----- -----
Total operating revenue. -- 3,513 2,549 402 407 259 (476) (191)
------ ------ ------ ----- ---- ---- ----- -----
Operating costs and
expenses:
Cost of service..... -- 539 458 8 117 24 (139) (167) (7)
Cost of equipment... -- 430 195 64 24 23 (79) --
Selling, general and
administrative..... -- 1,357 988 384 107 83 (227) (18) (6)
16 (8)
Depreciation and
amortization....... -- 514 1,178 117 133 90 (80) (17) (8)
(317) (9)
------ ------ ------ ----- ---- ---- ----- -----
Total operating costs
and expenses........ -- 2,840 2,819 573 381 220 (525) (503)
------ ------ ------ ----- ---- ---- ----- -----
Operating income (loss). -- 673 (270) (171) 26 39 49 312
Interest (expense)
income, net......... -- (66) (27) (7) 1 (31) 29 6 (8)
(249) (10)
Minority interest....... -- (32) (39) 9 (13) (6) 18 12 (12)
Equity in (loss)
income of
unconsolidated
entities............ -- -- (93) -- -- (4) (42) 185 (11)
(12) (12)
Other, net.............. -- 3 (1) 25 -- 5 -- --
------ ------ ------ ----- ---- ---- ----- -----
Income (loss) before
(provision) benefit
for income taxes.... -- 578 (430) (144) 14 3 54 254
(Provision) benefit for
income taxes........ -- (128) (173) -- (6) (8) -- 254 (13)
------ ------ ------ ----- ---- ---- ----- -----
Net income (loss)....... $ -- $ 450 $ (603) $(144) $ 8 $ (5) $ 54 $ 508
====== ====== ====== ===== ==== ==== ===== =====
Pro forma basic and
diluted net income
per share...........

Pro forma weighted
average common
shares outstanding..

(Financial data to be continued)
</TABLE>

42
<PAGE>

(Financial data--continued)

Verizon
Wireless
Inc. Pro
As Adjusted, Forma, As
Pro Forma Adjustments Adjusted
--------- ------------ ---------
Operating revenue:
Service revenues.... $5,952 $ -- $

Equipment........... 511 --
------ ------ -----
Total operating revenue. 6,463 --
------ ------ -----
Operating costs and
expenses:
Cost of service..... 840 --
Cost of equipment... 657 --
Selling, general and
administrative..... 2,690 --

Depreciation and
amortization....... 1,618 --
------ ------ -----
Total operating costs
and expenses........ 5,805 --
------ ------ -----
Operating income (loss). 658 --
Interest (expense)
income, net......... (344) --

Minority interest....... (51) (14)
Equity in (loss)
income of
unconsolidated
entities............ 34 --

Other, net.............. 32 --
------ ------ -----
Income (loss) before
(provision) benefit
for income taxes.... 329 --
(Provision) benefit for
income taxes........ (61) (15)
------ ------ -----
Net income (loss)....... $ 268 $ $
====== ====== =====
Pro forma basic and
diluted net income
per share........... $ (16)
=====
Pro forma weighted
average common
shares outstanding..
=====

42
<PAGE>

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

(1) Represents the pro forma results of operations of the Vodafone U.S.
Operations for the period from January 1, 1999 to June 30, 1999, including
Vodafone's 50% interest in PrimeCo which Vodafone recorded on the equity
method of accounting and after giving effect to Vodafone's acquisition of
the AirTouch U.S. wireless operations as if it occurred on January 1,
1999. Vodafone acquired the U.S. wireless properties on June 30, 1999. The
pro forma adjustments are as follows:

<TABLE>
Vodafone
U.S. Pro Forma Pro
Operations Adjustments Forma
---------- ----------- -----
(dollars in millions)
<S> <C> <C> <C>
Operating revenue:
Service revenues.................................... $2,361 $ - $2,361
Equipment........................................... 188 - 188
------ ------ ------
Total operating revenue................................ 2,549 - 2,549
------ ------ ------

Operating costs and expenses:
Cost of service .................................... 458 - 458
Cost of equipment................................... 195 - 195
Selling, general and administrative................. 988 - 988
Depreciation and amortization....................... 491 687 (a) 1,178
------ ------ ------
Total operating costs and expenses..................... 2,132 687 2,819
------ ------ ------
Operating income (loss)................................ 417 (687) (270)
Interest expense, net.................................. (27) (27)
Minority interest...................................... (39) - (39)
Equity in income (loss) of unconsolidated entities..... 8 (101)(a) (93)
Other, net............................................. (1) - (1)
------ ------ ------
Income (loss) before income tax provision.............. 358 (788) (430)
Income tax provision................................... (173) - (173)
------ ------ ------
Net income (loss)...................................... $ 185 $ (788) $ (603)
====== ====== ======
</TABLE>

---------
(a) Represents additional depreciation and amortization as a result of
Vodafone's acquisition of the AirTouch U.S. wireless operations. The
excess purchase price of $43,325 million includes $2,819 million for
the customer list amortized using the straight-line method over 5
years, $23,073 million for licenses amortized using the straight-line
method over 40 years, and $17,362 million for goodwill amortized
using the straight-line method over 40 years.

Vodafone contributed its U.S. wireless operations and equity interest in
PrimeCo to the partnership on April 3, 2000. This contribution to the
partnership was accounted for using the purchase method of accounting by
the partnership. See also Notes 9 and 11 to this Unaudited Pro Forma
Financial Information.

(2) Represents 100% of the results of operations of PrimeCo for the period
from January 1, 1999 to June 30, 1999. Prior to April 3, 2000, both the
partnership and Vodafone followed the equity method of accounting for
their respective interests in PrimeCo. See also Notes 9 and 11 to this
Unaudited Pro Forma Financial Information.

(3) Represents the pro forma results of operations of certain of Ameritech
Corporation's wireless operations acquired by GTE Wireless on October 8,
1999 for the period from January 1, 1999 to June 30, 1999, after giving
effect to the acquisition as if it occurred January 1, 1999. The pro forma
adjustments are as follows:

43
<PAGE>

<TABLE>
Pro Forma Pro
Ameritech Adjustments Forma
--------- ----------- -----
(dollars in millions)
<S> <C> <C> <C>
Operating revenue:
Service revenues............................... $389 $ - $389
Equipment...................................... 18 - 18
---- ---- ----
Total operating revenue........................... 407 - 407
---- ---- ----

Operating costs and expenses:
Cost of service................................ 117 - 117
Cost of equipment.............................. 24 - 24
Selling, general and administrative............ 107 - 107
Depreciation and amortization.................. 49 84 (a) 133
---- ---- ----
Total operating costs and expenses................ 297 84 381
---- ---- ----
Operating income ................................. 110 (84) 26
Interest income, net.............................. 1 - 1
Minority interest................................. (13) - (13)
Equity in income of unconsolidated entities....... - - -
---- ---- ----
Income before income tax provision................ 98 (84) 14
Income tax provision.............................. (6) - (6)
---- ---- ----
Net income ....................................... $ 92 $(84) $ 8
==== ==== ====
</TABLE>

---------
(a) The purchase price of $3,270 million includes $250 million for the
customer list amortized using the declining balance method over 10
years and $2,601 million for goodwill amortized using the
straight-line method over 25 years.

(4) Includes the results of operations of acquisitions which are not
significant including CommNet and Upstate Cellular Network for the period
from January 1, 1999 to June 30, 1999. CommNet was acquired by Vodafone on
January 6, 2000, while the 50% interest of Upstate Cellular Network that
the partnership did not already own was acquired by the partnership on
December 1, 1999.

In the period from January 1, 1999 to June 30, 1999, the partnership held
and accounted for its 50% interest in Upstate Cellular Network pursuant to
the equity method of accounting. The partnership's interest in Upstate
Cellular Network recorded on the equity method of accounting for this
period has been eliminated.

The purchase price of CommNet of $1,364 million includes $14 million for
the customer list amortized using the straight-line method over 4.5 years,
$144 million for licenses amortized using the straight-line method over 40
years and $1,105 million for goodwill amortized using the straight-line
method over 40 years. The results of operations for the period from
January 1, 1999 to June 30, 1999 include amortization of $17 million as if
the acquisition had occurred on January 1, 1999.

The purchase price for the 50% interest of Upstate Cellular Network of
$376 million acquired in December 1999 includes $24 million for the
customer list amortized using the straight-line method over 5 years and
$258 million for licenses amortized using the straight-line method over 40
years. The results of operations for the period from January 1, 1999 to
June 30, 1999 include amortization of $6 million as if the acquisition had
occurred on January 1, 1999.

Additional pro forma financial information has not been included because
the acquisitions of CommNet and Upstate Cellular Network were not
material.

(5) Based on regulations of the Federal Communications Commission governing
wireless communications, certain of the overlapping wireless operations
were required to be divested by Verizon Communications and Vodafone. In
order to eliminate overlapping operations:

44
<PAGE>

(a) we exchanged wireless assets with ALLTEL for a combination of cash
and some wireless assets on April 1, 2000 and on June 29, 2000;

(b) Vodafone disposed of its 50% interest in San Francisco wireless
properties prior to June 30, 2000;

(c) PrimeCo transferred its PCS properties in Houston, Chicago and
Richmond to other entities owned and controlled by Verizon
Communications and Vodafone prior to April 1, 2000; and

The partnership will not receive any of the proceeds from these
divestitures with the exception of the assets received in the ALLTEL
swaps.

As reflected in the following table, Overlapping Operations, Net includes
(1) the elimination of the results of operations for the assets sold,
swapped or retained by the principal stockholders, (2) the addition of the
results of operations of assets acquired as part of the asset swaps, and
(3) the elimination of certain minority interests as a result of
consolidating those operations.

<TABLE>
(a) (b) (c) (d)
ALLTEL San PrimeCo Remaining
swaps Francisco transfers assets Total
------ --------- --------- --------- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C>
Total operating revenue.................. $79 $ - $(171) $(384) $(476)
Total operating costs and expenses....... 53 - (228) (350) (525)
Operating income (loss).................. 26 - 57 (34) 49
Net income (loss)........................ 54 (40) 59 (19) 54
</TABLE>

No individual acquisition or distribution was significant and accordingly,
no financial statement data has been reported separately.

(6) Represents the adjustment to conform the revenue recognition policies of
the acquired companies relating to activation fees to the revenue
recognition policy of the partnership.

(7) Represents the elimination of roaming charges between the partnership and
the acquired businesses.

(8) Represents adjustments related to the sale and lease-back of the
partnership's communications towers and related assets. These
transactions, with a tower management company controlled by an unrelated
third party, required the partnership to enter into long-term leases for
each of the towers in exchange for a monthly rental or site maintenance
payment. The pro forma adjustments relate to the reversal of tower
depreciation expense, tower rental income and interest expense and the
recording of the rent or site maintenance costs based upon amounts
stipulated in contractual sale and lease-back agreements. The debt and
assets related to the tower financing transactions were transferred to
Verizon Communications on April 3, 2000 and June 30, 2000.

(9) Represents a reduction of depreciation and amortization as a result of the
partnership's acquisition of Vodafone's U.S. wireless operations and
equity interest in PrimeCo on April 3, 2000, based on a preliminary third
party appraisal.

45
<PAGE>

The adjustment to depreciation and amortization expense includes the
following (dollars in millions):

Depreciation/
Fair Value Useful Life Amortization
---------- ----------- ------------
Customer list.................. $ 2,747 6 (a) $ 316
Assembled workforce............ 159 7 (b) 12
Goodwill....................... 6,304 25 (b) 126
Cellular licenses.............. 21,502 40 (b) 268
Tangible net assets............ 2,581 7.5 (b) 172
-------- -----
$ 33,293 894
========
Less: depreciation and
amortization included in
the Vodafone U.S. Operations
and Other Acquisitions
(CommNet)..................... (1,211)
------
Net adjustment................. $ (317) (c)
======
---------
(a) Using the declining balance method.

(b) Using the straight-line method.

(c) Primarily relates to the reduction of amortization expense on
approximately $12 billion of goodwill on Vodafone's U.S. Operations
resulting from deferred income taxes previously recorded.

(10) The U.S. wireless alliance agreement states that the principal
stockholders will contribute $9.5 billion of debt to the partnership. In
addition, interest on $566 million of debt was added, comprised of $386
million as a result of the ALLTEL swaps (see also Note 5 to this Unaudited
Pro Forma Financial Information) and $180 million as a result of the
inclusion of 100% of the results of operations of PrimeCo (see also Note 2
to this Unaudited Pro Forma Financial Information).

The adjustment to interest expense includes the following (dollars in
millions):

Interest expense related to applicable debt amounts:

$9,500 ................................ $322 (a)
386 ................................ 14 (b)
180 ................................ 8 (c)
----
344
Net of:

Historical interest........................ $101
Less: interest expense relating to the
tower financing (see also Note 8 of
this Unaudited Pro Forma Financial
Information)............................. (6)
----
(95)
----
$249
====
---------
(a) Based upon the blended actual fixed and variable interest rates paid
on borrowings by Verizon Communications (6.7% at June 30, 2000) as to
the $5.5 billion contributed by Verizon Communications and a variable
interest rate equal to LIBOR plus 0.24% (6.9% at June 30, 2000) as to
the $4 billion contributed by Vodafone.

(b) Based upon a variable interest rate equal to LIBOR plus 0.315% (7.4%
at June 30, 2000).

46
<PAGE>

An increase or decrease in the interest rates on floating debt of 1/8%
would increase or decrease interest expense for the period by
approximately $6 million.

(11) Represents the elimination of each of the partnership's and Vodafone's
interest in PrimeCo recorded on the equity method of accounting for the
period January 1, 1999 to June 30, 1999. The equity in loss of
unconsolidated entities of the partnership does not include $11 million
related to the transfers of PrimeCo's PCS properties in Houston, Chicago
and Richmond to other entities owned and controlled by Verizon
Communications and Vodafone. Included in Vodafone's equity in loss of
unconsolidated entities is $63 million in amortization relating to
Vodafone's acquisition of its U.S. wireless operations on June 30, 1999 as
if it occurred January 1, 1999.

(12) Represents the elimination of GTE Wireless equity in income of
unconsolidated entities in certain partnership investments that were
consolidated by Vodafone.

(13) Represents the elimination of federal and state income taxes as a result
of the change in taxable status of the entities forming the partnership.
The partnership is generally not a taxable entity for federal and state
income tax purposes. Pro forma taxes represent federal and state income
taxes relating to majority owned subsidiaries of the partnership and
entities under common control that are corporate entities.

(14) Represents the minority interest adjustment to eliminate % of the pro
forma partnership operations as a result of the consolidation of the
partnership by Verizon Wireless Inc.

(15) Represents the resulting federal and state income taxes at an effective
rate of % related to the consolidation of the partnership by Verizon
Wireless Inc. and the related elimination of the pro forma income tax
provision recorded by Verizon Wireless Inc. The effective rate differs
from the statutory rate of 40% due primarily to the non-deductibility of
goodwill amortization of underlying taxable corporate entities.

(16) Pro forma basic and diluted net income per share gives effect to the
issuance of shares of common stock in the offering.

<PAGE>

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in millions, except per share data)

<TABLE>
<CAPTION>
Verizon
Wireless
Vodafone Other Over- Inc.
Verizon U.S. Acqui- lapping As Pro Forma
Wireless Cellco Operations PrimeCo Ameritech sitions Operations, Pro Forma Pro Adjusted, As
Inc. Partnership (1) (2) (3) (4) Net (5) Adjustments Forma Adjustments Adjusted
-------- ----------- --------- ------- --------- ------ --------- ------------ ------ ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenue:
Service revenues....... $-- $6,967 $4,832 $ 697 $610 $497 $ (866) $ (36) (6) $12,335 $-- $
$(366) (7)
Equipment.............. -- 692 466 143 43 21 (140) (17) (8) 1,208 --
--- ------ ------ ------ ---- ---- ------- ----- ------- --- ---
Total operating revenue. -- 7,659 5,298 840 653 518 (1,006) (419) 13,543 --
--- ------ ------ ------ ---- ---- ------- ----- ------- --- ---
Operating costs and
expenses:
Cost of service........ --
-- 1,392 979 19 114 45 (343) (366) (7) 1,840
Cost of equipment...... --
-- 935 471 125 35 45 (164) 1,447
Selling, general and
administrative....... --
-- 2,851 2,061 747 250 200 (458) (36) (6) 5,644
29 (8)
Depreciation and --
amortization......... -- 1,105 2,121 244 196 137 (162) (35) (8) 3,203
(403) (9)
--- ------ ------ ------ ---- ---- ------- ----- ------- --- ---
Total operating costs
and expenses......... -- 6,283 5,632 1,135 595 427 (1,127) (811) 12,134 --
--- ------ ------ ------ ---- ---- ------- ----- ------- --- ---
Operating income (loss). -- 1,376 (334) (295) 58 91 121 392 1,409 --
Interest (expense)
income net............. -- (164) (40) (14) 2 (64) 64 18 (8) (689) --
(491)(10)
Minority interest....... -- (76) (79) 14 (3) (15) 43 20 (12) (96) (14)
Equity in (loss)
income of
unconsolidated
entities............... -- (2) (173) -- -- (5) (70) -- (8) 75 --
346 (11)
(20)(12)
Other, net -- 4 19 20 -- 20 -- -- 63 --
--- ------ ------ ------ ---- ---- ------- ----- ------- --- ---
Income before
(provision) benefit
for income taxes....... -- 1,138 (607) (275) 57 27 158 264 762

Tax (provision) benefit
for income taxes....... -- (206) (116) -- -- (11) -- 230 (13) (103) (15)
--- ------ ------ ------ ---- ---- ------- ----- ------- --- ---
Net income (loss)....... $-- $ 932 $ (723) $ (275) $ 57 $ 16 $ 158 $ 494 $ 659 $ $
=== ====== ====== ====== ==== ==== ======= ===== ======= === ===
Pro forma basic and
diluted net income
per share.............. $ (16)
===
Pro forma weighted
average common
shares outstanding.....
===
</TABLE>

<PAGE>

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

(1) Represents the pro forma results of operations of the Vodafone U.S.
Operations for the period from January 1, 1999 to December 31, 1999,
including Vodafone's 50% interest in PrimeCo which Vodafone recorded on the
equity method of accounting and after giving effect to Vodafone's
acquisition of the AirTouch U.S. wireless operations as if it occurred on
January 1, 1999. Vodafone acquired the U.S. wireless properties on June 30,
1999. The pro forma adjustments are as follows:

<TABLE>
<CAPTION>
Vodafone
U.S. Pro Forma Pro
Operations (a) Adjustments Forma
-------------- ----------- -----
(dollars in millions)
<S> <C> <C> <C>
Operating revenue:
Service revenues............................ $ 4,832 $ - $ 4,832
Equipment................................... 466 - 466
--------- -------- --------
Total operating revenue........................ 5,298 - 5,298
--------- -------- --------
Operating costs and expenses:
Cost of service............................. 979 - 979
Cost of equipment........................... 470 - 470
Selling, general and administrative......... 2,061 - 2,061
Depreciation and amortization............... 1,434 688 (b) 2,122
--------- -------- --------
Total operating costs and expenses............. 4,944 688 5,632
--------- -------- --------
Operating income (loss)........................ 354 (688) (334)
Interest expense, net.......................... (40) - (40)
Minority interest.............................. (79) - (79)
Equity in loss of unconsolidated entities...... (72) (101) (b) (173)
Other, net..................................... 19 - 19
--------- -------- --------
Income (loss) before income tax benefit........ 182 (789) (607)
Income tax provision........................... (116) - (116)
--------- -------- --------
Net income (loss).............................. $ 66 $ (789) $ (723)
========= ======== =======
</TABLE>

-----------------

(a) Represents the results of operations of Vodafone's U.S. wireless
operations for the year ended December 31, 1999 as the sum of the
six-month period ended June 30, 1999 and the six-month period ended
December 31, 1999.

(b) Represents additional depreciation and amortization as a result of
Vodafone's acquisition of the AirTouch U.S. wireless operations. The
excess purchase price of $43,325 million includes $2,819 million for
the customer list amortized using the straight-line method over 5
years, $23,073 million for licenses amortized using the straight-line
method over 40 years, and $17,362 million for goodwill amortized using
the straight-line method over 40 years.

(2) Represents 100% of the results of operations of PrimeCo for the period from
January 1, 1999 to December 31, 1999. Prior to April 3, 2000, both the
partnership and Vodafone followed the equity method of accounting for their
respective interests in PrimeCo. See also Note 9 and 11 to this Unaudited
Pro Forma Financial Information.

(3) Represents the pro forma results of operations of certain of Ameritech
Corporation's wireless operations for the period from January 1, 1999 to
September 30, 1999, after giving effect to the acquisition as if it
occurred January 1, 1999. The operations for the period from October 1,
1999 to October 7, 1999 were not material.

<PAGE>

<TABLE>
<CAPTION>
Pro Forma Pro
Ameritech Adjustments Forma
--------- ----------- -----
(dollars in millions)
<S> <C> <C> <C> <C>
Operating revenue:
Service revenues.......................... $ 610 $ - $ 610
Equipment................................. 43 - 43
------- --------- -------
Total operating revenue...................... 653 - 653
------- --------- -------

Operating costs and expenses:
Cost of service........................... 114 - 114
Cost of equipment......................... 35 - 35
Selling, general and administrative....... 250 - 250
Depreciation and amortization............. 70 126 (a) 196
------- --------- -------
Total operating costs and expenses........... 469 126 595
------- --------- -------
Operating income ............................ 184 (126) 58
Interest expense, net........................ 2 - 2
Minority interest............................ (3) - (3)
Other net.................................... - - -
------- --------- -------
Income before income tax provision .......... 183 (126) 57
Income tax provision......................... - - -
------- --------- -------
Net income .................................. $ 183 $ (126) $ 57
======= ========= =======
</TABLE>
------------------

(a) The purchase price of $3,270 million includes $250 million for the
customer list amortized using the declining balance method over 10
years and $2,601 million for goodwill amortized using the
straight-line method over 25 years.

This acquisition was accounted for as a purchase in the historical combined
financial statements of the partnership as of and for the year ended
December 31, 1999.

(4) Includes the results of operations of acquisitions which are not
significant including CommNet (for the period from January 1, 1999 to
December 31, 1999) and Upstate Cellular Network (for the period from
January 1, 1999 to November 30, 1999, prior to the date of acquisition by
the partnership). CommNet was acquired by Vodafone on January 6, 2000. The
Upstate Cellular Network acquisition was accounted for as a purchase in the
historical combined financial statements of the partnership as of and for
the year ended December 31, 1999.

In the period from January 1, 1999 to November 30, 1999, the partnership
held and accounted for its 50% interest in Upstate Cellular Network
pursuant to the equity method of accounting. The partnership's interest in
Upstate Cellular Network recorded on the equity method of accounting for
this period has been eliminated.

The purchase price of CommNet of $1,364 million includes $14 million for
the customer list amortized using the straight-line method over 4.5 years,
$144 million for licenses amortized using the straight-line method over 40
years and $1,105 million for goodwill amortized using the straight-line
method over 40 years. The results of operations for the period from January
1, 1999 to December 31, 1999 include amortization on $34 million as if the
acquisition had occurred on January 1, 1999.

The purchase price for the 50% interest in Upstate Cellular Network of $376
million includes $24 million for the customer list amortized using the
straight-line method over 5 years and $258 million for licenses amortized
using the straight-line method over 40 years. The results of operations for
the period from January 1, 1999 to December 31, 1999 include amortization
of $10 million as if the acquisition had occurred on January 1, 1999.

Additional pro forma financial information has not been included because
the acquisitions of CommNet and Upstate Cellular Network were not material.

<PAGE>

(a) we exchanged wireless assets with ALLTEL for a combination of cash and
some wireless assets on April 1, 2000 and on June 29, 2000;

(b) Vodafone disposed of its 50% interest in San Francisco wireless
properties prior to June 30, 2000;

(c) PrimeCo transferred its PCS properties in Houston, Chicago and
Richmond to other entities owned and controlled by Verizon
Communications and Vodafone prior to April 1, 2000; and

The partnership will not receive any of the proceeds from these
divestitures with the exception of the assets received in the ALLTEL swaps.

As reflected in the table below, Overlapping Operations, Net includes (1)
the elimination of the results of operations for the assets sold, swapped
or retained by the principal stockholders, (2) the addition of the results
of operations of assets acquired as part of the asset swaps, and (3) the
elimination of certain minority interests as a result of consolidating
those operations.

<TABLE>
<CAPTION>
(a) (b) (c) (d)
ALLTEL San PrimeCo Remaining
swaps Francisco transfers assets Total
------ --------- --------- --------- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C>
Total operating revenue................. $ 158 $ - $ (355) $ (809) $ (1,006)
Total operating costs and expenses...... 96 - (447) (776) (1,127)
Operating income (loss)................. 62 - 93 (34) 121
Net income (loss)....................... 128 (67) 99 (2) 158
</TABLE>

No individual acquisition or disposition was significant and accordingly,
no financial statement data has been reported separately.

(6) Represents the adjustment to conform the revenue recognition policies of
the acquired companies relating to activation fees to the revenue
recognition policy of the partnership.

(7) Represents the elimination of roaming charges between the partnership and
the acquired businesses.

(8) Represents adjustments related to the sale and lease-back of the
partnership's communications towers and related assets. These transactions,
with a tower management company controlled by an unrelated third party,
required the partnership to enter into long-term leases for each of the
towers in exchange for a monthly rental or site maintenance payment. The
pro forma adjustments relate to the reversal of tower depreciation expense,
tower rental income and interest expense and the recording of the rent or
site maintenance costs based upon amounts stipulated in the contractual
sale and lease-back agreements. The debt and assets related to the tower
financing transactions were transferred to Verizon Communications on April
3, 2000 and June 30, 2000.

(9) Represents a reduction to depreciation and amortization as a result of the
partnership's acquisition of Vodafone's U.S. wireless operations and equity
interest in PrimeCo on April 3, 2000 based on a preliminary third party
appraisal.

51
<PAGE>

The adjustment to depreciation and amortization expense includes the
following (dollars in millions):

<TABLE>
<CAPTION>
Depreciation/
Fair Value Useful Life Amortization
---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Customer list..................... $ 2,747 6.0 (a) $ 632
Assembled workforce............... 159 7.0 (b) 24
Goodwill.......................... 6,304 25.0 (b) 252
Cellular licenses................. 21,502 40.0 (b) 536
Tangible net assets............... 2,581 7.5 (b) 344
------- -------
$33,293 1,788
=======
Less: depreciation and amortization
included in the Vodafone U.S.
Operations and Other
Acquisitions (CommNet)............. (2,191)
-------
Net adjustment....................... $ (403) (c)
=======

----------------

(a) Using the declining balance method.

(b) Using the straight-line method.

(c) Primarily relates to the reduction of amortization expense on
approximately $12 billion of goodwill on Vodafone's U.S. Operations
resulting from deferred income taxes previously recorded.

(10) The U.S. wireless alliance agreement states that the principal stockholders
will contribute $9.5 billion of debt to the partnership. In addition,
interest on $566 million of debt was added, comprised of $386 million as a
result of the ALLTEL swaps (see also Note 5 to this Unaudited Pro Forma
Financial Information) and $180 million as a result of the inclusion of
100% of the results of operations of PrimeCo (see also Note 2 to this
Unaudited Pro Forma Financial Information).

The adjustment to interest expense includes the following (dollars in
millions):

Interest expense related to applicable debt amounts:

$9,500.0 ............................ $ 644 (a)
386.0 ............................ 29 (b)
180.0 ............................ 16 (c)
------
689
Net of:

Historical interest.................... $216
Less: interest expense relating
to the tower financing
(see also Note 8 of this Unaudited
Pro Forma Financial Information)..... (18)
(198)
------
$ 491
======
</TABLE>

(a) Based upon the blended actual fixed and variable interest rates paid
on borrowings by Verizon Communications (6.7% at June 30, 2000) as to
the $5.5 billion contributed by Verizon Communications and a variable
interest rate equal to LIBOR plus 0.24% (6.9% at June 30, 2000) as to
the $4 billion contributed by Vodafone.

(b) Based upon a variable interest rate equal to LIBOR plus 0.315% (7.4%
at June 30, 2000).

52
<PAGE>

An increase or decrease in the interest rates on floating debt of 1/8%
would increase or decrease interest expense for the period by approximately
$12 million.

(11) Represents the elimination of each of the partnership's and Vodafone's
interest in PrimeCo recorded on the equity method of accounting for the
period January 1, 1999 to December 31, 1999. The equity in loss of
unconsolidated entities of the partnership does not include $50 million
related to the transfers of PrimeCo's PCS properties in Houston, Chicago
and Richmond to other entities owned and controlled by Verizon
Communications and Vodafone. Included in Vodafone's equity in loss of
unconsolidated entities is $121 million in amortization and depreciation
relating to Vodafone's acquisition of its U.S. wireless operations on June
30, 1999 as if it occurred January 1, 1999.

(12) Represents the elimination of GTE Wireless' equity in income of
unconsolidated entities in certain partnership investments which were
consolidated by Vodafone.

(13) Represents the elimination of federal and state income taxes as a result of
the change in taxable status of the entities forming the partnership. The
partnership is generally not a taxable entity for federal and state income
tax purposes. Pro forma taxes represent federal and state income taxes
relating to majority owned subsidiaries of the partnership and entities
under common control that are corporate entities.

(14) Represents the minority interest adjustment to eliminate % of the pro
forma partnership operations as a result of the consolidation of the
partnership by Verizon Wireless Inc.

(15) Represents the resulting federal and state income taxes at an effective
rate of % related to the consolidation of the partnership by Verizon
Wireless Inc. and the related elimination of the pro forma income tax
provision recorded by Verizon Wireless Inc. The effective rate differs from
the statutory rate of 40% due primarily to the non-deductibility of
goodwill amortization of underlying taxable corporate entities.

(16) Pro forma basic and diluted net income per share gives effect to the
issuance of shares of common stock in the offering.

53
<PAGE>

UNAUDITED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2000
(in millions)

<TABLE>
<CAPTION>
Verizon Wireless
Verizon Cellco As Adjusted, Inc. Pro Forma
Wireless Inc. Partnership Adjustments as Adjusted
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets............................. $ -- $ 3,251 $ (1) $
Non-current assets......................... -- 50,084 --
----- ------- -------- -----------
Total assets............................ $ -- $53,335 $ -- $
===== ======= ======== ===========

LIABILITIES AND PARTNERS'
CAPITAL/STOCKHOLDERS' EQUITY
Current liabilities........................ $ -- $ 4,369 $ (237)(2) $
Other non-current liabilities.............. -- 12,588 (471)(2)
Redeemable minority interest............... -- -- 20,000 (3)
Minority interest.......................... -- 643 (4)
----- ------- --------
Total liabilities....................... -- 17,600
Partner's capital subject to redemption.... -- 20,000 (20,000)(3) --
Partners' capital/stockholders' equity..... -- 15,735
----- ------- -------- -----------
Total liabilities and partners'
capital/stockholders equity........... $ -- $53,335 $ -- $
===== ======= ======== ===========
</TABLE>

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

(1) Represents the adjustment for the sale of shares of Class A common
stock at an assumed initial offering price of $ per share, after
deducting the underwriting discount and estimated offering costs, pursuant
to the offering.

(2) Represents (1) the elimination of current and deferred tax liabilities of
GTE Wireless entities whose tax status was changed from taxable to
non-taxable immediately prior to the merger of Bell Atlantic and GTE which
was accounted for as a pooling of interests and (2) the resulting federal
and state income tax liability related to the consolidation of the
partnership by Verizon Wireless Inc.

(3) Represents the adjustment to record the partnership's capital subject to
redemption as redeemable minority interest on Verizon Wireless Inc.
pursuant to Vodafone's put right.

(4) Represents the minority interest resulting from the elimination of % of
the pro forma partnership operations as a result of the consolidation of
the partnership by Verizon Wireless Inc.

54
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

The following selected consolidated historical financial data for the
partnership should be read in conjunction with, and are qualified by reference
to, "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes thereto included
elsewhere in this prospectus. The statement of operations and cash flow data
for the years ended December 31, 1997, 1998 and 1999 and the balance sheet data
as of December 31, 1998 and 1999 are derived from the audited financial
statements of the partnership included elsewhere in this prospectus. We derived
the remaining financial data from the partnership's unaudited financial
statements.

The financial information presented below includes results of operations
for (1) Bell Atlantic Mobile and GTE Wireless for all periods retroactively
restated on a consolidated basis, (2) our various significant acquisitions,
including the U.S. mobile wireless operations of Vodafone, PrimeCo and certain
Ameritech wireless operations from their date of acquisition and (3) the
results of operations and cash flows from our various disposed assets until the
dates of disposition. Accordingly, the financial information is not
representative of our current business. You should read the unaudited pro forma
financial information and the notes thereto contained elsewhere in this
prospectus.

Year Ended December 31, Six Months Ended June 30,
----------------------------------------------------------- ----------------------------
1995 1996 1997 1998 1999 1999 2000
---------- --------- ----------- ------------- ------------ ----------- --------------
(in millions, except other operating data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Operating revenue:
Service revenues ................... $ 3,936 $ 4,816 $ 5,839 $ 6,178 $ 6,967 $ 3,213 $ 5,573
Equipment .......................... 315 288 357 463 692 300 526
------- -------- -------- -------- -------- -------- --------
Total operating revenue ............ 4,251 5,104 6,196 6,641 7,659 3,513 6,099

Operating costs and expenses:
Cost of service .................... 383 557 937 880 1,392 539 919
Cost of equipment .................. 460 555 684 678 935 430 785
Selling, general and
administrative .................... 1,968 2,246 2,632 2,732 2,851 1,357 2,524
Depreciation and amortization ...... 591 697 840 959 1,105 514 1,201
------- -------- -------- -------- -------- -------- --------
Total operating costs and
expenses ......................... 3,402 4,055 5,093 5,249 6,283 2,840 5,429
------- -------- -------- -------- -------- -------- --------
Operating income ................... 849 1,049 1,103 1,392 1,376 673 670

Other income (expenses):
Interest expense, net .............. (245) (45) (90) (129) (164) (66) (224)
Minority interest .................. (63) (70) (74) (92) (76) (32) (73)
Equity in income (loss) of
unconsolidated entities ........... 73 16 (20) (19) (2) -- 24
Other, net ......................... 55 18 2 16 4 3 845(1)
------- -------- -------- -------- -------- -------- --------
Income before provision for
income taxes ...................... 669 968 921 1,168 1,138 578 1,242
Provision for income taxes ......... 150 198 184 262 206 128 127
------- -------- -------- -------- -------- -------- --------
Net income ......................... $ 519 $ 770 $ 737 $ 906 $ 932 $ 450 $ 1,115
======= ======== ======== ======== ======== ======== ========

Cash Flow Data:
Net cash provided by operating
activities ........................ N/A N/A 1,905 2,341 2,167 866 1,518
Net cash used in investing
activities ........................ N/A N/A 1,327 1,067 5,238 672 2,031

55
<PAGE>

Year Ended December 31, Six Months Ended June 30,
----------------------------------------------------------- -----------------------------
1995 1996 1997 1998 1999 1999 2000
---------- --------- ----------- ------------- ------------ ----------- --------------
(in millions, except other operating data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Net cash provided by (used in)
financing activities .............. N/A N/A (586) (1,255) 3,086 (191) 976
Capital expenditures ............... N/A N/A 1,305 1,258 1,537 656 1,372

Other Operating Data:
EBITDA (in millions) (2) ........... N/A N/A $ 1,943 $ 2,351 $ 2,481 $ 1,187 $ 1,871
EBITDA margin (3) .................. N/A N/A 33.3% 38.1% 35.6% 36.9% 33.6%
Controlled subscribers (in
millions) (end of period) ......... 6.4 8.2 9.8 11.0 14.6 11.6 25.4
Subscriber churn (4) ............... 2.18% 2.01% 1.97% 2.30% 2.46% 2.40% 2.49%
Covered population (in
millions) (end of period) (5) ..... N/A (7) N/A (7) N/A (7) N/A (7) N/A (7) N/A (7) 203
Average revenue per unit
(ARPU) (6) ........................ $ 60.30 $ 56.68 $ 54.12 $ 49.86 $ 48.14 $ 47.44 $ 45.38

Balance Sheet Data:
Property, plant and equipment, net . 4,176 5,217 5,784 6,073 7,273 6,230 10,436
Total assets ....................... 8,900 10,085 11,041 10,800 15,843 11,885 53,335
Total debt ......................... 3,232 1,137 2,529 2,321 5,399 2,215 10,063
Minority interest in consolidated
entities .......................... 169 212 255 265 592 267 643
Partner's capital subject to
redemption ........................ -- -- -- -- -- -- 20,000
Total partners' capital ............ 4,275 7,150 5,984 6,126 7,340 7,285 15,735
</TABLE>

------------------------
(1) Includes $848 million of gain-on-sale in connection with the disposition
of certain Southwestern U.S. properties.

(2) "EBITDA" is defined as operating income plus depreciation and
amortization. EBITDA is not presented as an alternative measure of
operating results or cash flow from operations, as determined in
accordance with generally accepted accounting principles, but because we
believe it is a widely accepted indicator of our ability to incur and
service debt and make capital expenditures. EBITDA does not give effect to
cash used for debt service requirements and partnership distributions and
thus does not reflect funds available for dividends, reinvestment or other
discretionary uses. In addition, EBITDA as presented herein may not be
comparable to similarly titled measures reported by other companies.

(3) EBITDA margin is defined as EBITDA divided by service revenues and is
expressed as a percentage.

(4) Subscriber churn is calculated as a percentage by determining the number
of subscribers who cancel service during a period divided by the average
number of subscribers. We determine the average number of subscribers on a
per-month basis using the number of subscribers at the beginning and end
of each month.

(5) Covered population refers to the number of people residing in areas where
we have licenses that can receive a signal from our cell sites.

(6) Average revenue per unit is determined by dividing service revenues in
each month within a period by the sum of the average number of subscribers
in the period. ARPU includes revenue from paging and narrowband PCS
services, but does not include subscribers to those services.

(7) Information not available for these periods.

56
<PAGE>

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" and "Verizon Wireless" refer to Verizon Wireless
Inc. and the partnership, which will be our subsidiary upon completion of the
offering, except where we discuss historical financial information, when "we"
refers only to the partnership.

Overview

We are the leading wireless communications provider in the United States
in terms of the number of subscribers, network coverage, revenues and cash
flow. We believe our leadership position within the wireless industry will
allow us to take advantage of increasing penetration and usage trends within
the United States in the coming years. See "Business-Industry Overview."

Operating revenues. Our operating revenue consists of revenue from the
provision of services and revenue from sales of equipment. Equipment revenue
includes revenue from sales of handsets and accessories. Service revenues,
which we record when services are provided, includes revenue from:

o monthly access charges;

o airtime usage;

o long distance charges;

o toll and data usage charges;

o charges for features such as voice mail, voice activated dialing and
caller ID;

o gross roaming charges, or incollect fees, charged to our subscribers
for usage outside our network;

o gross roaming charges, or outcollect fees, charged to other wireless
service providers whose subscribers use our network; and

o paging revenue.

In recent years, we have experienced an increase in the net number of
subscribers, which has increased our revenues. However, we have experienced
decreasing average revenue per subscriber, or ARPU. The decrease is due to the
continued migration of high-usage analog customers to digital price plans,
which have a higher monthly recurring access charge but include a larger bundle
of included minutes. The increase in access fees has been more than offset by
the dilution of per-minute usage revenue. Although there is dilution over the
short term as the subscriber base migrates to digital service, we believe that
digital subscribers have a higher ARPU than analog customers overall. In
addition, by migrating customers to digital services, we can offer more
services such as Web access, which should increase ARPU in the long term.
Service revenues have also been impacted by decreasing prices for incollect and
outcollect fees and toll and long distance charges as a result of competition.
We expect that trend to continue.

We expect continued growth from wireless data as a result of the recent
introduction of new applications for business and consumer use, including
access to e-mail, Internet content, e-commerce and the developing services for
m-commerce, shopping services and location-based services. Our historical
results of operations do not include any material revenues from these wireless
data services, but we expect revenues from wireless data services and
applications to increase significantly over time.

Operating Costs and Expenses. Our operating expenses consist of the
following:

57
<PAGE>

o Cost of services: includes roaming charges billed to Verizon Wireless
for our subscribers' usage outside of the Verizon Wireless network
and direct telecom charges, which are costs to handle calls over our
network, including landline charges, trunk lines and other costs to
maintain our network;

o Cost of equipment: includes costs of handsets and accessories, and
the cost of shipping, warehousing and distributing these products. We
subsidize the cost of handsets to reduce the up-front cost of our
service and, as a result, equipment revenue is more than offset by
the related cost of equipment, resulting in a net subsidy. In
addition, we have actively focused on selling to new customers, and
upgrading existing customers to, tri-mode handsets, which, although
subsidized, result in higher margins since they permit us to reduce
roaming expenses. As we expand our distribution channels and continue
to grow, the number of handsets that we sell will continue to
increase, which will result in higher cost of equipment. We believe
that, as one of the largest purchasers of handsets in the United
States, we will be able to purchase handsets at attractive rates;

o Selling, general and administrative expenses: includes all operating
expense not included in the other operating expense categories; and

o Depreciation and amortization: includes depreciation of network and
selling, general and administrative assets and amortization of all
intangibles.

Verizon Wireless was formed as a combination of four well-recognized
wireless franchises in the U.S. market: Bell Atlantic Mobile, AirTouch, GTE
Wireless and PrimeCo. We believe the formation of Verizon Wireless and the
resulting combination of these four businesses will generate significant
synergies. We expect that these synergies will be recurring and will help us to
further lower our overall cost structure. To achieve these synergies, we will
need to integrate multiple headquarters, customer support staffs, information
and other systems and network infrastructure. We expect to spend significant
amounts on integration activities, and we cannot assure you that we will be
able to realize those savings. A significant portion of the cost of integration
activities will be incurred in the second half of 2000.

We must maintain a low cost structure in order to respond to increasing
competitive pressures in the wireless industry. We believe that our leading
position in terms of subscribers provides us with a competitive advantage
because we can spread our fixed costs over a larger subscriber base, resulting
in higher operating margins. We also believe that our leading position enables
us to negotiate favorable roaming and handset and equipment purchase
arrangements. In addition, as our network coverage increases and our customers'
use of tri-mode handsets increases, we believe that our roaming expenses as a
percentage of revenue will decline as we reduce the amount of roaming services
needed to provide nationwide coverage to our subscribers.

The expense of adding new subscribers is one of the most significant cost
elements in the wireless industry. Therefore, satisfying and retaining existing
customers is critical to the financial performance of wireless operators. Some
of the companies from which we were formed had different levels of customer
care and satisfaction and churn records, but we are working to ensure that we
apply the best practices inherited from the four businesses across all of our
markets. We expect to incur significant expenses related to customer retention
and satisfaction.

In addition to the transactions described below under "-Presentation of
Financial Information," you should note that several recent developments will
affect our results of operations:

o Until 1999, we owned most of the towers that we used for our
services and recorded cost of service expense for maintenance and
depreciation expense. We entered into sale/leaseback or other
monetization transactions for many of our towers in 1999 and the
first six months of 2000, and our rent, lease and site maintenance
expenses will increase to reflect our payments for use of those
towers. Our principal stockholders received the proceeds from these
transactions.

o Our principal stockholders have the right to require us to enter
into additional monetization transactions for our towers, other than
towers in our former PrimeCo and acquired ALLTEL markets,

58
<PAGE>

prior to April 3, 2001, and we have already entered into transactions
for some of these towers. These stockholders will receive the
proceeds of these transactions, but we will be required to pay the
resulting rent, lease and site maintenance expenses.

o We launched a major advertising campaign to develop brand
recognition in April 2000 and expect to incur significant
advertising expenses through the remainder of 2000 related to the
launch of our brand name.

o Net proceeds of the offering will be invested by the partnership in
short-term securities until used in the partnership's business. The
partnership will generate significant interest income until the
proceeds are applied.

Presentation of Financial Information

Verizon Wireless Inc. is a holding company formed in connection with the
offering. Prior to the offering, we had no assets and conducted no operations.
We will use the net proceeds of the offering to acquire interests in the
partnership immediately upon receipt, and we will become the partnership's
managing general partner. After the offering, we will have no material asset
other than % of the partnership interests in the partnership, or % if
the underwriters' overallotment option is exercised in full, and our sole
business will be to act as the managing general partner of the partnership. We
will be reimbursed for our expenses by the partnership but will not receive any
management fee.

We will consolidate the partnership's results in our financial statements
as a result of our control of the partnership as managing general partner,
subject to various protective rights over significant decisions held by other
partners. Our acquisition of partnership interests will be treated as a
reorganization of entities under common control in a manner similar to a
pooling of interests. Accordingly, the net assets of the partnership will be
reported in our consolidated financial statements at their historical cost as
reflected on the partnership's financial statements.

Verizon Communications and Vodafone will own approximately %
and % of the interests in the partnership, or % and % if the
underwriters' overallotment option is exercised in full, respectively.
Distributions from the partnership will generally be made pro rata in
accordance with the percentage ownership interests of the partners. We will
record a minority interest to reflect Verizon Communications' and Vodafone's
interests in the partnership, which will be based on the net book equity of
the partnership multiplied by their ownership percentage.

Because we have no historical results of operations, we have presented the
historical results of operations of the partnership. The partnership's
financial information includes results of operations for Bell Atlantic Mobile
and GTE Wireless retroactively restated for all periods on a consolidated
basis, and also includes financial information for the following entities from
their date of acquisition:

o Vodafone's U.S. wireless operations, beginning April 3, 2000;

o PrimeCo's wireless operations, which, prior to April 3, 2000, were
reflected as an equity investment in the partnership's results of
operations as a result of its 50% ownership of PrimeCo's wireless
operations and, beginning on April 3, 2000, were consolidated as a
result of Vodafone's contribution of the remaining 50% to the
partnership.

o Ameritech's wireless operations in Chicago, St. Louis and rural
Illinois, which were acquired by GTE Wireless on October 8, 1999;

o Upstate Cellular Network's operations in upstate New York, which,
prior to December 1, 1999, were reflected as an equity investment in
the partnership's results of operations as a result of its 50%
ownership of Upstate Cellular Network's wireless operations and,
beginning on December 1, 1999, were consolidated as a result of the
partnership's acquisition of the remaining 50% interest;

59
<PAGE>

o ALLTEL operations in Nevada and Iowa that were acquired by the
partnership on April 1, 2000 in connection with the disposal by the
partnership of operations in Arizona, New Mexico and Texas; and

o ALLTEL operations in Pennsylvania, Illinois and Indiana and its
minority interest in several of our New York and New Jersey
properties that were acquired on June 29, 2000, in connection with
the disposal of GTE Wireless operations in Ohio, Florida and Alabama.

Each of those acquisitions was accounted for under the purchase method of
accounting, and the dispositions were recorded as sales.

In addition, the financial information:

o includes results of operations for various properties that have been
or will be sold in connection with the partnership's formation; and

o gives effect to the partnership's assumption and/or retention of $9.5
billion in debt from Verizon Communications and Vodafone in April and
July 2000, which we intend to keep outstanding or refinanced by debt
that will remain outstanding for at least two years, in the case of
debt assumed from Verizon Communications, and five years, in the case
of debt assumed from Vodafone.

The partnership will not receive any of the proceeds of these sales.

As a result of these significant acquisitions and dispositions, a
comparison of the partnership's results of operations in different periods may
not be meaningful. We have prepared pro forma financial information that gives
effect to the formation of Verizon Wireless Inc., the offering, our acquisition
of partnership interests and entry into the partnership as the managing general
partner, as well as those significant acquisitions and dispositions, as if each
occurred as of January 1, 1999, and we have provided below a comparison of our
results of operations for the six-month period ended June 30, 2000 compared to
the six-month period ended June 30, 1999 on a pro forma basis. See "Unaudited
Pro Forma Financial Information" and "Verizon Wireless Organizational
Structure-Background."

We have restated our financial statements on a retroactive basis to
include the results of operations for the partnership and GTE Wireless on a
consolidated basis as a result of the merger of Bell Atlantic and GTE, which
was accounted for as a pooling of interest. There are a variety of conditions
necessary to satisfy the pooling requirements, including conditions that
Verizon Communications must satisfy after the date of the offering, including
sales of assets and repurchases of stock. If this merger were to be accounted
for as a purchase, we would be required to account for the acquisition of GTE
Wireless as a purchase and reflect the value of the assets acquired based on
the purchase price, which would increase our depreciation and amortization
expenses.

Results of Operations

We use the following measurements of our performance in the discussion of
our results of operations that follows, as we believe that they are important
statistics which provide an indication of our performance.

ARPU - Average Revenue Per Unit. This represents service revenue divided
by average subscribers. We determine average subscribers on a per-month basis
using the beginning and ending number of subscribers. ARPU includes revenue
from paging and narrowband PCS services, but does not include subscribers to
those services.

Cost per gross subscriber addition. This represents equipment subsidy plus
commission expense divided by gross subscriber additions. It does not include
any other selling or marketing expenses, including costs related to the
operations of our company-owned stores.

60
<PAGE>

Pro Forma Six-Month Period Ended June 30, 2000 Compared to Pro Forma Six-Month
Period Ended June 30, 1999

Subscribers

As of June 30, 2000, we had approximately 25.4 million controlled
subscribers, an increase of 13.9% compared to June 30, 1999.

Operating revenue

Total operating revenue for the pro forma six-month period ended June 30,
2000 was $7,271 million, an increase of $808 million, or 12.5%, compared to the
pro forma six-month period end June 30, 1999.

Service revenues. Service revenues for the pro forma six-month period
ended June 30, 2000 were $6,641 million, an increase of $689 million, or 11.6%,
compared to the pro forma six-month period ended June 30, 1999. Service
revenues increased primarily due to an increase in the number of average
subscribers.

ARPU for the pro forma six-month period ended June 30, 2000 was $45.01, a
decrease of $0.80, or 1.7%, compared to the pro forma six-month period ended
June 30, 1999. The decrease is due to the continued migration of high-usage
analog subscribers to digital price plans, which have a higher monthly
recurring access charge but include a larger bundle of included minutes. The
increase in access fees was more than offset by the dilution of per-minute
usage revenue.

Equipment revenue. Equipment revenue for the pro forma six-month period
ended June 30, 2000 was $630 million, an increase of $119 million, or 23.3%,
compared to the pro forma six-month period ended June 30, 1999. This increase
was primarily attributable to our significant focus on converting analog
customers to digital service through an extensive upgrade program that includes
the sale of new digital handsets.

Operating costs and expenses

Cost of service. Cost of service for the pro forma six-month period ended
June 30, 2000 was $960 million, an increase of $120 million, or 14.3%, compared
to the pro forma six-month period ended June 30, 1999. The increase was
primarily due to the increase in off-network roaming traffic generated from
nationwide roaming price plans such as our SingleRate plans. This increase in
minutes was partially offset by lower roaming rates that we negotiated with
other wireless carriers. We further decreased roaming charges by aggressively
migrating our high-usage analog customers to a tri-mode handset pre-programmed
to select either our network or a preferred roaming partner's network,
regardless of whether our network in that area is analog, digital cellular or
PCS.

Direct telecom costs increased in the pro forma six-month period ended
June 30, 2000 compared to the pro forma six-month period ended June 30, 1999
due to the increase in minutes on the network from both customer growth and an
increasing percentage of digital subscribers, who tend to have higher usage
rates.

Cost of equipment. Cost of equipment for the pro forma six-month period
ended June 30, 2000 was $876 million, an increase of $219 million, or 33.3%,
compared to the pro forma six-month period ended June 30, 1999. The increase is
primarily due to a 23.8% increase in gross subscriber additions for the pro
forma six-month period ended June 30, 2000 compared to the pro forma six-month
period ended June 30, 1999, as well as migration of analog customers to digital
service, which results in a larger subsidy since digital phones are more
costly.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the pro forma six-month period ended June 30, 2000
were $3,048 million, an increase of $358 million, or 13.3%, compared to the pro
forma six-month period ended June 30, 1999. The increase was primarily
attributable to an increase in salary and wages as a result of increased hiring
of customer service and sales personnel to meet anticipated growth in
subscribers. The remaining increase was due to advertising costs of $87 million
associated with the launch of

<PAGE>

the Verizon Wireless brand for the pro forma six-month period ended June 30,
2000. We expect significant advertising costs to continue through the end of
2000.

Depreciation and amortization. Depreciation and amortization for the pro
forma six-month period ended June 30, 2000 was $1,645 million, an increase of
$27 million, or 1.7%, compared to the pro forma six-month period ended June 30,
1999. This increase is attributed to our continued network build-out program
offset by older analog assets being fully depreciated. We expect depreciation
and amortization to increase substantially due to our capital expenditure
program.

Interest expense, net

Interest expense for the pro forma six-month period ended June 30, 2000
was $344 million. The partnership has assumed $9.5 billion in debt from Verizon
Communications and Vodafone. See "-Liquidity and Capital Resources."

Minority interest expense

In connection with the offering, Verizon Wireless Inc. will become the
managing partner of the partnership and consolidate its results of operations.
However, Verizon Communications and Vodafone will continue to own partnership
interests, which we will account for as a minority interest expense. The
minority interest expense for the pro forma six-month period ended June 30,
2000 was $ million, a decrease of $ million, compared to the pro forma
six-month period ended June 30, 1999, as a result of decreased net income of
the partnership.

(Provision) benefit for income taxes

Verizon Wireless Inc. is a corporation that will be a taxpayer and will
record tax expense to reflect our corporate tax obligations on our share of the
partnership's income. The partnership is not a taxpayer, but it has corporate
subsidiaries that are taxable entities. The tax provision includes the tax
provisions of both Verizon Wireless Inc. and a proportional share of the
provision for taxes of these corporate subsidiaries. The tax provision for the
pro forma six-month period ended June 30, 2000 was $ million, a decrease of
$ million, or %, compared to the pro forma six-month period ended
June 30, 1999, as a result of lower taxable income.

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

Because of the various acquisitions and dispositions described above, the
comparison between the two periods described below may not be meaningful.

Subscribers

As of June 30, 2000, we had approximately 25.4 million controlled
subscribers, an increase of 119.0% compared to June 30, 1999.

Operating revenue

Total operating revenue for the six-month period ended June 30, 2000 was
$6,099 million, an increase of $2,586 million, or 73.6%, compared to the
six-month period ended June 30, 1999.

Service revenues. Service revenues for the six-month period ended June 30,
2000 were $5,573 million, an increase of $2,360 million, or 73.5%, compared to
the six-month period ended June 30, 1999. Excluding the acquisitions and
dispositions described above, service revenues for the six-month period ended
June 30, 2000 increased 23.0% compared to the six-month period ended June 30,
1999. These increases were primarily attributed to an increase in the number of
average subscribers.

<PAGE>

ARPU for the six-month period ended June 30, 2000 was $45.38, a decrease
of $2.06, or 4.3%, compared to the six-month period ended June 30, 1999.
Excluding the acquisitions and dispositions described above, ARPU for the
six-month period ended June 30, 2000 was $45.59, a decrease of $1.84, or 3.9%,
compared to the six-month period ended June 30, 1999. The decrease is due to
the migration of high-usage analog subscribers to digital price plans that have
a higher monthly recurring access charge but include a larger bundle of
included minutes. The increase in access fees was more than offset by the
dilution of per-minute usage revenue.

Equipment revenue. Equipment revenue for the six-month period ended June
30, 2000 was $526 million, an increase of $226 million, or 75.3%, compared to
the six-month period ended June 30, 1999. Excluding the acquisitions and
dispositions described above, equipment revenues increased 32.5% for the
six-month period ended June 30, 2000 compared to the six-month period ended
June 30, 1999. This increase is primarily due to an increase in gross
subscriber additions for the six-month period ended June 30, 2000 compared to
the six-month period ended June 30, 1999 and continued migration of subscribers
from analog to digital service.

Operating costs and expenses

Cost of service. Cost of service for the six-month period ended June 30,
2000 was $919 million, an increase of $380 million, or 70.5%, compared to the
six-month period ended June 30, 1999. Excluding the acquisitions and
dispositions described above, cost of service increased 38.6% for the six-month
period ended June 30, 2000 compared to the six-month period ended June 30,
1999. The increase was primarily due to an increase in off-network roaming
traffic generated by the SingleRate and America's Choice nationwide price
plans. We believe that off-network roaming will become a lower percentage of
total minutes of use by our subscribers as a result of our larger covered area
due to the acquisitions of Vodafone's U.S. mobile wireless operations and
PrimeCo operations in April 2000.

Although roaming minutes have increased substantially year over year, we
have been proactive in renegotiating roaming rates with other wireless
carriers. We have also taken aggressive initiatives to migrate national price
plan customers to tri-mode handsets. These efforts have resulted in a reduction
in the average roaming rate per minute paid to other carriers for the six-month
period ended June 30, 2000 compared to the six-month period ended June 30,
1999.

Direct telecom charges increased due to a significant increase in minutes
of usage for the six-month period ended June 30, 2000 as compared to the
six-month period ended June 30, 1999. The increase was partially offset by a
decrease in the rates charged by the local exchange carriers.

Cost of equipment. Cost of equipment for the six-month period ended June
30, 2000 was $785 million, an increase of $355 million, or 82.6%, compared to
the six-month period ended June 30, 1999. Excluding the acquisitions and
dispositions described above, cost of equipment increased 37.2% for the
six-month period ended June 30, 2000 compared to six-month period ended June
30, 1999. The increase is primarily due to an increase in gross subscriber
additions for the six-month period ended June 30, 2000 compared to the
six-month period ended June 30, 1999. Net aggregate equipment subsidies, which
reflects the difference between what we charge subscribers for handsets versus
what our suppliers charge us for the same handsets, increased by 5% for the
six-month period ended June 30, 2000 as compared to the six-month period ended
June 30, 1999. The increase is primarily due to the increase in the percentage
of digital handsets sold verses the number of analog handsets sold for the
six-month period ended June 30, 2000 compared to the six-month period ended
June 30, 1999. Although the cost of the digital handset continues to decline,
the number of digital handsets sold increased and there is a larger subsidy on
a digital handset.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the six-month period ended June 30, 2000 were
$2,524 million, an increase of $1,167 million, or 86.0%, compared to the
six-month period ended June 30, 1999. Excluding the acquisitions and
dispositions described above, selling, general and administrative expenses
increased 27.9% for the six-month period ended June 30, 2000 compared to the
six-month period ended June 30, 1999. The increase was due primarily to the $87
million advertising campaign associated with the marketing of the new Verizon
Wireless brand, which was established in April 2000. In addition,

<PAGE>

we incurred a one-time charge related to our long-term incentive plan of
approximately $47 million and severance costs of approximately $8 million. The
remaining increase is primarily due to increased selling expenses associated
with the increase in gross subscriber additions for the six-month period ended
June 30, 2000 compared to the six-month period ended June 30, 1999.

Although gross selling, general and administrative expenses increased, the
cost per gross subscriber addition decreased by $23.91, or 10%, for the
six-month period ended June 30, 2000 compared to the six-month period ended
June 30, 1999. This decrease is primarily due to our emphasis on direct
distribution through company-owned stores.

Depreciation and amortization. Depreciation and amortization for the
six-month period ended June 30, 2000 was $1,201 million, an increase of $687
million, or 133.7%, compared to the six-month period ended June 30, 1999.
Excluding the acquisitions and dispositions described above, depreciation and
amortization increased 8.0% for the six-month period ended June 30, 2000
compared to the six-month period ended June 30, 1999. This increase is
primarily the result of the aggressive build-out of our digital network.

Other, net

Other, net includes the one-time gain of approximately $848 million in
conjunction with the disposal of certain Southwestern markets.

Interest expense, net

Interest expense for the six-month period ended June 30, 2000 was $224
million, an increase of $158 million, or 239.4%. The increase was due to higher
average debt outstanding related to borrowings from our parent companies, the
assumption of debt from Vodafone of approximately $4 billion, the acquisition
of Ameritech wireless markets and the acquisition of upstate New York markets.

Provision for income taxes

As a general matter, the partnership is not subject to federal or state
tax on income generated from markets it owns through partnership entities.
However, the partnership owns certain of its markets through corporate entities
which are required to provide both federal and state tax on their income. The
tax provision for the six-month period ended June 30, 2000 was $127 million, a
decrease of $1 million, or 0.8%, compared to the six-month period ended June
30, 1999. The effective tax rates were 10.2% and 22.1% for the six-month period
ended June 30, 2000 and for the six-month period ended June 30, 1999,
respectively, compared to a federal statutory rate of 35.0%. The decrease in
the effective tax rate for the six-month period ended June 30, 2000 compared to
the six-month period ended June 30, 1999 directly relates to the increase in
income before income taxes in non-corporate subsidiaries.

1999 Compared to 1998

As a result of the acquisitions described above, a comparison of our
results of operations between the two periods may not be meaningful.

Subscribers

As of December 31, 1999, we had approximately 14.6 million subscribers, an
increase of 32.7% compared to the prior year.

Operating revenue

Total operating revenue for 1999 was $7,659 million, an increase of $1,018
million, or 15.3%, compared to 1998.

<PAGE>

Service revenues. Service revenues for the year ended December 31, 1999
were $6,967 million, an increase of $789 million, or 12.8%, compared to 1998.
Excluding the acquired Ameritech markets, service revenues increased 9.8%
compared to 1998. The increase in service revenues was primarily the result of
an increase in the number of average subscribers.

ARPU for the year ended December 31, 1999 was $48.14, a decrease of $1.72,
or 3.4%, compared to 1998. Excluding the Ameritech markets, which had a
dilutive effect of $0.48, or 1.0%, ARPU for the year ended December 31, 1999
was $48.62. ARPU was impacted by the migration of analog subscribers to digital
service with new price plans during 1999. Although the digital price plans have
higher monthly recurring access charges, usage fees per minute declined between
$.03 to $.07, depending on the market.

Equipment revenue. Equipment revenue for the year ended December 31, 1999
was $692 million, an increase of $229 million, or 49.5%, compared to 1998. This
increase is primarily due to a 27.3% increase in gross subscriber additions in
1999 compared to 1998 and higher sales of digital handsets.

Operating Costs and Expenses

Cost of service. Cost of service for the year ended December 31, 1999 was
$1,392 million, an increase of $512 million, or 58.2%, compared to 1998. The
increase was primarily due to the increase in off-network roaming traffic
generated from our SingleRate and America's Choice nationwide roaming price
plans.

Direct telecom charges increased due to an increase in minutes of use
generated by customers, primarily on digital price plans, as compared to 1998.
This increase was partially offset by a decrease in the per minute rates
charged by the local exchange carriers.

Cost of equipment. Cost of equipment for the year ended December 31, 1999
was $935 million, an increase of $257 million, or 37.9%, compared to 1998. The
increase is primarily due to an increase in gross subscriber additions in 1999
compared to 1998. The aggregate equipment subsidy margin improved by 11% in
1999 compared to 1998. The decrease in the equipment subsidy margin is
primarily due to the reduction in per unit handset costs of 26.4% in 1999
compared to 1998 and the increase in margin on accessory sales sold through
company-owned stores, which offer a wide range of handsets, accessories and
services to our customers and other wireless customers at competitive prices.
Accessory sales increased by approximately $23.8 million, or 23.8%, in 1999
compared to 1998.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the year ended December 31, 1999 were $2,851
million, an increase of $119 million, or 4.4%, compared to 1998. The increase
was due primarily to higher marketing costs associated with national price
plans and higher selling costs associated with the increase in gross subscriber
additions in 1999 compared to 1998, as well as an increase in salary and wage
expense due to the addition of new personnel and a one-time charge to eliminate
a product line.

Although our equipment cost and gross selling, general and administrative
expenses increased, our cost per gross subscriber addition decreased by $20.70,
or 11.7%, in 1999 compared to 1998. This decrease is primarily due to our
emphasis on direct distribution through company-owned stores through aggressive
advertising.

Depreciation and amortization. Depreciation and amortization for the year
ended December 31, 1999 was $1,105 million, an increase of $146 million, or
15.2%, as compared to 1998. This increase was partially due to the acquisition
of certain Ameritech markets in October 1999, which generated approximately $42
million of amortization related to intangible assets. The remaining increase
was attributed to the aggressive build-out of our digital network.

Interest expense, net

Interest expense for the year ended December 31, 1999 was $164 million, an
increase of $35 million, or 27.1%. The increase was due to higher average debt
outstanding due to the acquisition of certain Ameritech wireless markets that
was financed through intercompany loans. Interest was charged at various rates
depending on whether the debt

<PAGE>

was long-term or short-term. The range of interest rates charged for the year
ended December 31, 1999 was between 4.94% and 9.90%, and the range of interest
rates charged for the year ended December 31, 1998 was between 5.46% and 9.90%.

Provision for income taxes

As a general matter, the partnership is not subject to federal or state
tax on income generated from markets it owns through partnership entities.
However, the partnership owns certain of its markets through corporate entities
which are required to provide both federal and state tax on their income. The
tax provision for the year ended December 31, 1999 was $206 million, a decrease
of $56 million, or 21.4%, compared to 1998. The effective tax rates for the
years ended December 31, 1999 and 1998 were 18.1% and 22.4%, respectively,
compared to a federal statutory rate of 35.0%. The decrease in 1999 compared to
1998 directly relates to the decrease in income before income taxes in certain
corporate subsidiaries of the partnership. The effective tax rate in the
corporate entities is approximately 41%.

1998 Compared to 1997

Subscribers

As of December 31, 1998, we had approximately 11.0 million subscribers, an
increase of 12.2% compared to December 31, 1997.

Operating revenue

Total operating revenue in 1998 was $6,641 million, an increase of $445
million, or 7.2%, compared to 1997.

Service revenues. Service revenues for the year ended December 31, 1998
were $6,178 million, an increase of $339 million, or 5.8%, compared to 1997.
These increases were primarily driven by an increase in the number of average
subscribers offset by declining ARPU.

ARPU for the year ended December 31, 1998 was $49.86, a decrease of $4.26,
or 7.9%, compared to 1997. This decrease was primarily due to the increase in
competitive pricing structures from new PCS providers. In addition, digital
price plans were launched in May 1997 and September 1997 throughout our covered
areas. Although these have higher recurring access charges, the per-minute
usage charges were reduced by approximately $.06 due to larger bundles of
included minutes.

Equipment revenue. Equipment revenue for the year ended December 31, 1998
was $463 million, an increase of $106 million, or 29.7%, compared to 1997. This
increase is primarily due to an increase in gross subscriber additions in 1998
compared to 1997, as well as the migration during 1998 of analog customers to
digital service, requiring more expensive digital handsets.

Operating Costs and Expenses

Cost of service. Cost of service for the year ended December 31, 1998 was
$880 million, a decrease of $57 million, or 6.1%, compared to 1997. The
decrease in overall cost was primarily attributed to lower roaming rates
negotiated with other wireless carriers, which resulted in a reduction of
approximately 11.3% in the average roaming rate per minute paid to other
wireless carriers for the year ended December 31, 1998 compared to the year
ended December 31, 1997. This was offset by an increase in off-network roaming
minutes.

Direct telecom charges increased due to an increase in minutes of use
generated by customers, primarily on digital price plans, as compared to 1997.
This increase was partially offset by a decrease in the per minute rates
charged by the local exchange carriers.

<PAGE>

Cost of equipment. Cost of equipment for the year ended December 31, 1998
was $678 million, a decrease of $6 million, or 0.9%, compared to 1997. The
aggregate equipment subsidy margin improved by 45.1% in 1998 compared to 1997
due to a reduction in digital handset costs. In 1997, only one manufacturer
produced digital handsets and charged premium prices. In 1998, as additional
handsets became available from another manufacturer, the average cost of a
handset decreased by 28% compared to 1997. This decrease was offset by an
increase in gross subscriber additions in 1998 compared to 1997.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the year ended December 31, 1998 were $2,732
million, an increase of $100 million, or 3.8%, compared to 1997. The increase
was due primarily to a one-time charge related to the write-off of certain
retail store assets related to a product line. In addition, salary and wage
expense increased due to additional personnel and the increased advertising and
selling expense to support customer growth.

Although equipment costs and selling, general and administrative expenses
increased, the cost per gross subscriber addition decreased by $26.03, or
12.9%, in 1998 compared to 1997. This decrease is primarily due to our emphasis
on direct distribution through company-owned stores through aggressive
advertising.

Depreciation and amortization. Depreciation and amortization for the year
ended December 31, 1998 was $959 million, an increase of $119 million, or
14.2%, as compared to 1997. The increase was primarily due to the aggressive
build-out of our digital network.

Interest expense, net

Interest expense, net for the year ended December 31, 1998 was $129
million, an increase of $39 million, or 43.3%, compared to 1997. The increase
was due to higher average debt outstanding. The range of interest rates charged
for the year ended December 31, 1998 was between 5.46% and 9.90% and the range
of interest rates charged for the year ended December 31, 1997 was between
5.44% and 9.90%.

Provision for income taxes

The tax provision for the year ended December 31, 1998 was $262 million,
an increase of $78 million, or 42.4%, compared to 1997. The effective tax rates
for the years ended December 31, 1998 and 1997 were 22.4% and 20%,
respectively, compared to a federal statutory rate of 35.0%. The increase in
1998 compared to 1997 directly relates to the increase in income before income
taxes in certain corporate subsidiaries of the partnership. The effective tax
rate in the corporate entities is approximately 41%.

Liquidity and Capital Resources

We expect to have significant cash needs over the next several years, as
described below:

Capital expenditures

We currently estimate that our capital expenditures, including capital
expenditures for the build-out and upgrade of our network but excluding
acquisitions of spectrum licenses and other wireless service providers, will
total approximately $2.3 billion in the last six months of 2000 and $4.3
billion in 2001. The actual amount of the funds required may vary materially
from this estimate, and we expect to incur substantial capital expenditures
after 2001 as well. In addition to these amounts, we will also require
substantial additional capital for, among other uses, acquisitions of spectrum
licenses and wireless service providers, additional system development and
network capacity expansion if wireless data services grow at a faster rate than
we anticipate. Unforeseen delays, cost overruns, unanticipated expenses,
regulatory changes, engineering design changes, weather-related delays,
technological changes and other risks may also require additional funds.
Expansion of our network will continue to require large outlays of funds to
address the following factors:

o network usage for existing wireless customers is accelerating as we
reduce prices;

<PAGE>

o customer demand for new services is expected to increase
substantially;

o strong wireless subscriber growth; and

o additional capacity is necessary to support wireless data services.

Continued growth in our subscriber base will also require large outlays of
capital for the marketing and distribution of our products. Furthermore,
additional spectrum will be required to meet the growing demand for and usage
of existing and new wireless products. See "Risk Factors-Risks Related to Our
Business-We may not be able to obtain the additional licensed radio frequency
spectrum that we require." We will also require capital to fund our ongoing
development efforts designed to enlarge our national footprint by acquiring
additional wireless properties.

Distributions

The partnership will be required to make distributions to its partners to
pay taxes and, for a period of time, significant additional distributions
determined pursuant to a formula. We intend to reinvest our portion of the
distributions in the partnership, except for the amounts necessary to pay
taxes. Although the other partners are permitted to reinvest their
distributions, they are not obligated to do so, and we cannot assure you that
they will do so. See "Certain Relationships and Related Party
Transactions-Partnership Agreement-Distributions."

Vodafone Put Rights

Vodafone can exercise a right to require Verizon Communications or the
partnership to acquire up to $20 billion worth of its partnership interests
between July 2003 and July 2007. We will need to obtain financing if the
partnership is required to repurchase those interests. See "Certain
Relationships and Related Party Transactions-Investment Agreement."

Debt Service

As of June 30, 2000, the partnership had approximately $10.1 billion of
indebtedness and capitalized leases. The partnership's principal debt
obligations consist of debt that the partnership assumed in connection with the
contribution of wireless operations by our principal stockholders in April and
July, 2000, including $4.5 billion of debt outstanding under a credit facility
with The Chase Manhattan Bank, Citibank, N.A. and other financial institutions
that we assumed from a subsidiary of Vodafone ($4.0 billion of which was
outstanding when we assumed it from Vodafone) and $5.4 billion of debt borrowed
from Verizon Communications and its affiliates.

The credit facility includes a $4.7 billion revolving credit facility and
a $0.4 billion term loan facility. Borrowings under the revolving credit
facility amounted to $4.1 billion at June 30, 2000 and bear interest, at our
option, at a rate equal to the London Interbank Offered Rate, or LIBOR, plus
0.24%, the prime rate or a rate determined by competitive bidding. We must
repay borrowings under the revolving credit facility as loans mature, although
we are permitted to refinance these loans with new loans under the facility
until the facility's expiration, subject to satisfaction of limited conditions.
As of June 30, 2000, revolving loans had maturities ranging from 3 to 52 days.
The revolving credit facility expires on April 2, 2001. However, we have the
option to convert outstanding revolving loans to one-year term loans at
maturity at a rate of LIBOR plus 0.315%. Borrowings under our term credit
facility amounted to $0.4 billion at June 30, 2000 and bear interest at a rate
equal to LIBOR plus 0.315%. We must repay borrowings under the term credit
facility in June 2002.

The credit facility contains customary events of default and customary
covenants, including:

o limits on subsidiary indebtedness;

o a negative pledge;

o limits on sale/leaseback transactions; and

<PAGE>

o a leverage ratio requiring that the partnership's consolidated
indebtedness be no greater than 3.75 times its EBITDA, as defined in
the credit facility, for the most recent four quarters.

Borrowings from Verizon Communications include demand loans and term
notes. Demand note balances fluctuate based upon the partnership's working
capital and other funding requirements. At June 30, 2000, demand loan
borrowings totaled $2.8 billion. Interest on the demand loans is generally
based on a blended interest rate calculated by Verizon Communications using
actual fixed rates and variable rates paid on borrowings by Verizon
Communications to fund the partnership and other entities affiliated with
Verizon Communications. As of June 30, 2000 the weighted average interest rate
on demand loans was 6.61%. We have been advised by Verizon Communications that
it does not currently intend to call any of the demand loans during the next
fiscal year. Accordingly, we have classified the entire balance as a long-term
liability on our financial statements.

Term borrowings from Verizon Communications amounted to $2.6 billion at
June 30, 2000. Interest on the term notes is generally based on the same
blended rate as for the demand loans, although interest on $0.2 billion of term
notes that mature in 2000 is payable at a fixed rate of 7.57%. We intend to
refinance the $0.2 billion of term notes due in 2000 with demand loans if
Verizon Communications chooses to extend them to us. The remaining $2.4 billion
of term borrowings is due in 2009, although we must make quarterly prepayments
to the extent that our former Ameritech markets generate excess cash flow, as
defined in the term notes. The term notes contain limited, customary covenants
and events of default.

We intend to refinance outstanding amounts under the revolving credit
facility after the offering with term loans, subject to market conditions,
although we intend to maintain a smaller revolving credit facility.

We may incur significant additional indebtedness in the next several years
to help fund our cash needs. Debt service will increase as we increase our
amount of debt.

Sources of Funds

The partnership has funded its operations and prior acquisitions utilizing
internally generated funds, intercompany and external borrowings and from
capital contributions. We will rely on a combination of internally generated,
intercompany and external funds to fund our continued expansion. Sources of
future intercompany and external financing requirements may include the
issuance of additional common stock and a combination of debt financing
provided through intercompany debt facilities with Verizon Communications,
borrowings from banks or debt issued in the public markets. Many wireless
providers have been able to secure financing by entering into sale/leaseback
transactions for their towers. However, we have agreed with our principal
stockholders that the proceeds of any sale/leaseback or other monetization
transactions entered into prior to April 3, 2001 for towers contributed by
them, other than towers in our former PrimeCo and the acquired ALLTEL markets,
will belong to those principal stockholders, subject to specified exceptions.
See "Certain Relationships and Related Party Transactions-Tower Arrangements."
We cannot assure you that we will be able to obtain all necessary financing to
support our operations and other cash needs. See "Risk Factors-Risks Related to
Our Business-We have substantial cash requirements and cannot assure you that
we will be able to finance them."

Historical

Net cash provided by operating activities was $1,518 million for the
six-month period ended June 30, 2000, and $2,167 million, $2,341 million and
$1,905 million for the years ended 1999, 1998 and 1997, respectively. Net cash
provided by (used in) financing activities was $976 million for the six-month
period ended June 30, 2000, and $3,086 million, $(1,255) million and $(586)
million for the years ended December 31, 1999, 1998 and 1997, respectively.

The principal uses of funds in the six-month period ended June 30, 2000
were capital expenditures of $1,372 million. The principal uses of funds in the
year ended December 31, 1999 were capital expenditures of $1,537 million, which
were primarily for network expansion, and $3,767 million for acquisitions of
wireless properties, primarily the acquisition of Ameritech markets in October
1999. The principal uses of funds in the year ended

<PAGE>

December 31, 1998 were capital expenditures of $1,258 million, which were
primarily for network expansion, and $960 million for distributions to
partners. The principal uses of funds in the year ended December 31, 1997 were
capital expenditures of $1,305 million, which were primarily for network
expansion, and $2,107 million for distributions to partners.

Financial Condition

Total assets at December 31, 1999 were $15,843 million, an increase of
$5,043 million, or 46.7%, compared to December 31, 1998. The increase was
primarily due to the acquisition of Ameritech markets in the Midwest and
upstate New York markets, which created a $3,208 million increase in intangible
assets consisting of deferred cellular licenses, customer lists and goodwill.
These acquisitions also resulted in an increase of $792 million in network
assets. The remaining increase in property, plant and equipment is attributed
to our build-out program.

Total liabilities at December 31, 1999 were $8,503 million, an increase of
$3,829 million, or 81.9%, compared to December 31, 1998. The increase was
primarily attributed to the acquisition of Ameritech markets in the Midwest and
upstate New York markets, which were financed for the most part through
intercompany borrowing in the amount of $2,474 million.

Total partners' capital was $7,340 million at December 31, 1999, an
increase of $1,214 million, or 19.8%, compared to December 31, 1998. The
increase was primarily from the 1999 net income of $932 million and partner
contributions, net of distributions, of $165 million.

Seasonality and Fluctuations in Quarterly Operation Results

The wireless industry, including Verizon Wireless, has experienced a trend
of generating a significantly higher number of customer additions in the fourth
quarter of each year as compared to the other three quarters. A number of
factors contribute to this trend, including the increasing use of retail
distribution, which depends upon the year-end holiday shopping season, the
timing of new product and service announcements and introductions, competitive
pricing pressures and aggressive marketing and promotions. We cannot assure you
that we will continue to experience strong fourth quarter results for customer
additions. In the future, the number of customer additions in the fourth
quarter could decline for a variety of reasons, including our inability to
match or beat pricing plans offered by competitors, the failure to adequately
promote our products, services and pricing plans, or the failure to have an
adequate supply or selection of handsets.

Inflation

We do not believe that inflation has had a material adverse impact on our
business or operating results during the periods presented.

Qualitative and Quantitative Disclosures about Market Risks

Our primary market risk relates to changes in interest rates, which could
impact results of operations. As of June 30, 2000, we had $9.7 billion of
aggregate floating rate debt outstanding under our credit facility and
intercompany loan facilities. A change in interest rates of 100 basis points
would change our interest expense by approximately $97 million. In the near
future we intend to establish our own credit rating and, subject to market
conditions, issue term debt, a portion of which may be fixed-rate, to minimize
this market risk. We do not currently hedge our interest rate risk, although we
may use interest rate swaps or collars in the future.

Other than debt, our primary financial instruments are cash and short-term
securities, including cash in bank deposits and other highly rated money-market
investments and government securities. We believe that these

<PAGE>

instruments are not subject to material potential near-term losses in future
earnings from reasonably expected possible near-term changes in market rates or
prices. We intend to cause the partnership to invest the proceeds of this
offering, until used by the partnership in its business, in similar instruments
and securities.

We also have exposure to fluctuations in foreign exchange rates as a
result of a series of sale/leaseback transactions that obligate us to make
specified balloon payments in Japanese yen. As of June 30, 2000, our
obligations under these arrangements were $95.0 million. A change in the value
of the U.S. dollar compared to the Japanese yen of 10% would change our
obligations in U.S. dollars by $7.1 million. However, we have entered into
forward exchange contracts that fully hedge the foreign exchange exposure for
these obligations, although we are subject to the risk that our counterparties
to these contracts fail to perform.

Recent Accounting Pronouncements

On July 8, 1999, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 137, "Deferral of the Effective
Date of SFAS No.133" which defers the effective date of SFAS 133, "Accounting
for Derivative Instruments and Hedging Activities" to all fiscal quarters of
all fiscal years beginning after June 15, 2000. On June 19, 2000, the Financial
Accounting Standards Board issued SFAS 138, an amendment to SFAS 133. We are
currently evaluating the financial impact of adoption of SFAS 133, as amended
by SFAS 138. The adoption is not expected to have a material effect on our
results of operations, financial position or cash flows.

On December 3, 1999, the SEC issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements." Staff Accounting Bulletin 101
provides additional guidance on revenue recognition as well as criteria for
when revenue is generally realized and earned. Management believes that the
partnership's revenue recognition policies are in accordance with Staff
Accounting Bulletin 101.

In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation," an interpretation of Accounting Principles Board Opinion No. 25.
This interpretation provides guidance in certain issues relating to stock
compensation involving employees that arose in applying Opinion 25. Among other
things, this interpretation clarifies (a) the definition of an employee for
purposes of applying Opinion 25, (b) the criteria for determining whether a
plan qualifies as a noncompensatory plan and (c) the accounting for an exchange
of stock compensation awards in a business combination. The provisions of this
interpretation are generally effective July 1, 2000, except for certain
provisions which apply to modifications to stock awards made after December 15,
1998. We continue to evaluate the expected impact of this interpretation on our
consolidated financial statements.

<PAGE>

BUSINESS

Overview

We are the leading wireless communications provider in the United States
in terms of the number of subscribers, network coverage, revenues and cash
flow. We have the largest customer base of any U.S. wireless provider, with
25.4 million controlled wireless subscribers as of June 30, 2000, and offer
wireless voice and data services across the most extensive national wireless
network, with 240 million people in our licensed area and digital coverage in
almost every major U.S. city. We generated pro forma revenue of $13.5 billion
and $7.3 billion and EBITDA of $4.6 billion and $2.4 billion for the year ended
December 31, 1999 and the six months ended June 30, 2000, respectively. Our
extensive network coverage, digital technology, national distribution channels
and operating and financial strength position us to take advantage of the
growing demand for wireless voice and data services. Our executive management
team has a record of success in the wireless industry and proven experience in
integrating acquired businesses, with senior management that average
approximately 10 years of service in the industry and have direct experience
operating our specific assets.

Verizon Wireless is owned by Verizon Communications, which was created by
a merger of equals between Bell Atlantic and GTE and is the largest provider of
wireline voice and data services in the United States, with 100 million access
line equivalents, as well as the largest provider of wireless services in the
United States by virtue of its controlling interest in the partnership, and
Vodafone, one of the leading wireless telecommunications companies in the
world. This combination brings together the business and management teams of
four well-recognized wireless franchises in the U.S. market: Bell Atlantic
Mobile, AirTouch, GTE Wireless and PrimeCo. In combining these operations under
the Verizon Wireless brand name, we intend to implement the best practices from
each entity throughout our company and realize significant operating synergies.
We believe that we are quickly developing Verizon Wireless into a brand name
with significant recognition as a result of our aggressive advertising and
marketing, enhanced by the strong customer relationships developed by our
predecessor companies. We also believe that our relationships with Verizon
Communications and Vodafone afford us additional benefits, including Verizon
Communications' own brand marketing efforts and promotional opportunities among
its 43 million customers, and Vodafone's insights into the more-developed
European and Asian wireless markets, which we believe will be helpful in the
United States.

We believe that the breadth and quality of our network is a major
competitive advantage. We currently hold FCC licenses to provide broadband
wireless services in areas that include 240 million people, or approximately
86% of the U.S. population. As of June 30, 2000, our extensive network covered
approximately 85% of the people in our licensed area as well as 49 of the 50
largest U.S. metropolitan areas and 96 of the largest 100 U.S. metropolitan
areas. We supplement our operations with roaming agreements that allow our
subscribers to use their wireless voice services wherever wireless service is
available in the United States. Our national coverage enables us to
cost-effectively offer innovative pricing, such as our SingleRate plans,
enhanced features and other targeted service packages, such as our planned
national prepaid digital service. We plan to continue to strengthen our network
by expanding the breadth and depth of our coverage in licensed areas and by
acquiring additional spectrum in currently licensed and other areas.

Our CDMA digital network provides high-quality service to our customers,
which we believe contributes to higher customer satisfaction, has greater
capacity and is more cost-efficient than networks utilizing other digital
technologies such as TDMA and GSM. Digitalization also provides the opportunity
for increased data transmission speeds. We have emphasized deployment of our
digital network, primarily by upgrading our 800 MHz analog markets to digital
capacity and continuing to build-out our digital-only 1900 MHz markets. As of
June 30, 2000, our digital network reached approximately 75% of our covered
population. We will continue to expand our digital coverage and expect it to
reach nearly 100% of our covered population by 2003. We believe that CDMA's
spread-spectrum technology provides approximately eight times the voice
capacity of analog networks, more than any other mobile wireless digital
technology in use today, allowing us to use our licensed spectrum more
efficiently as we add new customers and migrate existing analog customers to
our digital product offerings. Our CDMA technology also positions us to meet
the growing data needs of our customers as well as to efficiently migrate to
next

<PAGE>

generation network technology through the implementation of higher-speed,
packet-based data offerings such as 1XRTT and other high-speed data
transmission technologies.

We are poised to take advantage of the projected high demand for wireless
data services, which we expect will increase revenue and operating cash flow
opportunities. We are an industry leader in developing new, differentiated
wireless data services and applications to meet this growing demand. We
currently provide wireless data services using our CDMA digital network, which
allows us to provide data services with speeds of up to 14.4 kilobits per
second. We began trial development of IXRTT technology, capable of data rates
of up to 144 kilobits per second, in July 2000 and plan to commence commercial
deployment in the second half of 2001. Examples of our wireless data
initiatives include the following:

o We were the first national wireless communications provider to offer
a desktop-accessible Internet portal which allows subscribers the
ability to customize the data services they access through their
handsets and to receive integrated, customized alerts. This portal
permits our subscribers to access Verizon Wireless branded content as
well as any wireless-access compatible websites that are bookmarked
on the subscriber's desktop portal, and will serve as the platform
for our future wireless data service offerings, including expanded
m-commerce, offerings.

o We plan to launch two-way short messaging service by the end of the
year. Short messaging service allows subscribers to send and receive
short text messages using their specially enabled wireless handsets
and has been successful in Europe and Asia.

We expect continuing growth from wireless data services as a result of the
introduction of new applications for business and consumer use, including
access to e-mail, Internet content and e-commerce and the developing services
for m-commerce, shopping services and location-based services.

Industry Overview

General

Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, the wireless communications industry
includes one-way radio applications, such as paging services, and two-way radio
applications, such as cellular telephone service, enhanced specialized mobile
radio services, PCS and narrowband PCS service. The FCC licenses the radio
frequencies used to provide each of these applications.

Since the introduction of cellular service in 1983, wireless telephone
service has grown dramatically in the United States. As illustrated by the
following table, domestic cellular, enhanced specialized mobile radio and PCS
providers experienced compound rates of growth of 24.2% and 32.4% in total
service revenues and subscribers, respectively, over the six-year period from
1993 to 1999.

Wireless Industry Statistics*

<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C>
Total service revenues (in billions).. $10.9 $14.2 $19.1 $23.6 $27.5 $33.1 $40.0
Ending subscribers (in millions)...... 16.0 24.1 33.8 44.0 55.3 69.2 86.0
Subscriber growth..................... 45.1% 50.8% 40.0% 30.4% 25.6% 25.1% 24.3%
Ending penetration.................... 6.2% 9.4% 13.0% 16.3% 20.2% 25.1% 30.8%
</TABLE>
------------------
* Source: Cellular Telecommunications Industry Association and Paul Kagan
Associates.

<PAGE>

The U.S. government is expected to auction 700 MHz and 1900 MHz spectrum
capacity by next year. These auctions are subject to ongoing FCC rulemaking
and, in the case of the 1900 MHz auction, litigation, and accordingly their
terms may change from time to time. The 1900 MHz auctions, currently scheduled
to commence in November 2000, will be sold by market in blocks of 10 MHz or 15
MHz and will cover 151 markets with an aggregate population of 175 million,
including coverage in some key markets such as New York, Boston, Los Angeles,
Chicago and Washington D.C. The 700 MHz auctions, scheduled to begin in March
2001, involve spectrum covering the entire U.S. geography and population. The
auctions will be for 12 separate licenses, of 10 MHz and 20 MHz blocks, in six
geographical regions. Currently, the auction rules allow bidders to aggregate
licenses in order to obtain national coverage. See "--Regulatory Environment."

Recent industry trends

The growth in the wireless communications industry in terms of subscribers
and total revenue has been substantial and has been positively influenced by a
number of industry trends that we expect to continue in the near future,
including:

Increased penetration due to demand for wireless services, resulting in
improved network efficiency and increased revenue and cash flow. The U.S.
wireless telephone industry has experienced a significant increase in
subscriber additions and wireless penetration levels. For example, the number
of subscribers was 16.0 million in 1993 and increased by 70.0 million through
1999, resulting in an increase in penetration from 6.2% to 30.8%. Increased
penetration allows wireless providers to distribute the fixed costs of a
wireless network over a greater numbers of users, thereby contributing to
higher operating margins. Wireless penetration in other developed nations,
particularly in Western Europe, is currently substantially higher than in the
United States. The experience of Vodafone and other wireless providers in these
more-developed wireless markets has been that the market for wireless services
has an inflection point with regard to subscriber penetration whereby once
penetration reaches a certain level, penetration growth accelerates. In
addition, those same international wireless providers have experienced EBITDA
growth at a greater rate than subscriber growth as network usage increases.
While there are differences between the U.S. wireless market and these Western
European markets, including calling-party payment of per-minute charges for
wireless calls in Europe and the per-minute pricing and inferior quality of
wireline services in Europe, we believe the Western European experience
demonstrates that significant opportunities for increased penetration remain.

Larger "bundles" of included minutes result in mass market adoption. As
the cost of wireless service for the consumer has declined and increasing
numbers of minutes are included in pricing plans without additional charge,
wireless service has become, in an extremely short period of time, an
affordable product for the consumer rather than a luxury service. We believe
higher numbers of included minutes offered by these plans encourage greater
wireless service usage as subscribers have become less concerned with the need
to pay for calls on a per-minute basis or pay for received calls, which have
historically been significant disadvantages of wireless services compared to
wireline services in the United States. Such widespread usage will in turn
cause even more people to choose wireless services, especially as the price of
wireless service declines relative to the price of wireline service. We believe
that the increase in penetration and usage combined with the growing demand for
enhanced services and data application will provide the opportunity for
significant revenue and earnings growth.

National single rate pricing, which is simplifying customer choice,
increasing penetration and leading to industry consolidation. The wireless
industry has begun to offer national single rate pricing, such as our national
SingleRate plan, which simplifies customer choice and attracts high-usage
subscribers. These plans have increased wireless telephone penetration in the
United States, and we believe that the introduction of other simplified,
targeted rate plans will continue to increase wireless telephone penetration.
In addition, because roaming charges payable by a wireless provider to
third-party carriers can exceed the amount charged to the subscriber under
these single rate plans, wireless providers have been attempting to establish
national coverage through acquisitions and the build-out of their existing
licensed coverage areas.

Increasing use of digital service instead of analog service is increasing
the range of wireless service capabilities for subscribers. Digital network
characteristics, including longer battery life, improved voice quality

<PAGE>

and custom calling features, have begun to make wireless service increasingly
comparable to wireline communications.

Introduction of next generation digital platforms and development of
wireless data applications should drive expanded wireless usage. Existing and
future wireless data technologies, coupled with the widespread use of the
Internet, have caused wireless providers to focus on wireless data services. To
date, these services have predominantly been used to carry business data
applications. We believe the introduction of new applications for business and
consumer users, including wireless portals and web services, access to e-mail,
news, sports, weather summaries, travel services, financial information and
services and comparison shopping applications, will drive the initial growth of
wireless data network services. To this end, enabling technologies, such as
Wireless Access Protocol, provide an environment that encourages the
development of innovative data services for wireless networks. We believe that
the development and deployment of next generation wireless networks will drive
further growth in wireless data services and applications due to increased
capacity, higher data transmission speed and lower costs. Those companies that
can more easily and efficiently migrate to these next generation technologies
will have a competitive advantage in emerging data opportunities.

Business Strategy

Invest in and expand our digital network. We will continue to build-out
and expand our digital network in an effort to provide seamless and superior
coverage throughout our covered area so that our subscribers can enjoy
consistent features and high-quality service, regardless of location. At
present, approximately 75% of our network, on a covered population basis, has
digital technology. We will continue to expand our digital coverage and expect
it to reach 87% of our covered population by the end of next year and nearly
100% by the end of 2003. We will continue to explore strategic opportunities to
expand our overall national coverage through selective acquisitions of wireless
operations and spectrum licenses. We also plan to continue to evaluate and
launch next-generation network technologies in an effort to ensure that we can
meet future demand for wireless services and that we remain at the forefront of
new and enhanced wireless service offerings.

Strengthen and promote the Verizon Wireless brand. We will continue our
efforts to establish the Verizon Wireless brand as one of the most respected
brand names in the United States. We recently launched our brand name, identity
and new service offerings in an aggressive national campaign in order to
quickly establish customer recognition. We believe that our message of
simplicity and affordability, as well as our position as the leading wireless
communications company in the United States, will associate the Verizon
Wireless brand with consumer confidence and acceptance. In addition, our
principal stockholder, Verizon Communications, has launched a national campaign
to promote the Verizon brand, which will benefit Verizon Wireless in markets
where we both provide services.

Increase operating margins and capital efficiency. We believe that our
success will depend, in part, on our ability to continue to increase our
operating margins in order to be cost competitive and increase our cash flow.
Expanding our CDMA digital network will allow us to increase network capacity
more efficiently, as the cost of digital network equipment per unit of capacity
is lower than for analog network equipment. CDMA technology also enables us to
utilize over-the-air programming, which allows us to initially program handsets
remotely to select the most cost-effective roaming partners and thereby reduce
costs. We are also undertaking a number of initiatives to lower the cost of
attracting and retaining new subscribers. For example, we have focused on
developing direct distribution channels such as company-owned stores,
telemarketing and web-based sales because of the generally lower costs
associated with obtaining additional subscribers in these ways. We believe,
based upon our experience in former Bell Atlantic Mobile markets, that
customers obtained through our direct sales channel will, on average, generate
higher revenues and be less likely to cancel service. We are also controlling
costs by using our size and

<PAGE>

position as the largest wireless carrier in the United States to obtain lower
handset and network equipment costs and lower roaming rates.

Expand our wireless data and messaging offerings. We will build upon our
success in wireless voice by continuing to develop and introduce value-added
digital wireless data applications. We have been a leader in wireless data
since we started offering our customers digital wireless data in 1994 and are
currently testing the next generation of wireless data technology. Our wireless
data service offers handset-based menus and integrated content with access to
content providers, e-mail and personal information tools such as calendars and
address books. The service was expanded in July 2000 with the addition of a
desktop-accessible portal that allows our subscribers to customize the data
services content they access through their handsets and to receive integrated,
customized alerts. We are developing new opportunities to increase revenue
through placement fees, advertising and m-commerce using our wireless data
offerings. In addition, we expect to introduce two-way short messaging service
by the end of 2000. While this service is relatively new in North America,
wireless providers have experienced success with this service in Asia and
Europe. We expect that the development and introduction of the next generation
of wireless data technology, which we are currently testing, will provide data
speeds of up to 144 kilobits per second. These high speeds may enable
applications such as image downloads, music, games and additional commerce
capabilities and will permit laptop computer users to use wireless Internet
access at speeds and quality levels comparable to today's wireline experience.
We expect to launch this next-generation technology in major cities in
mid-2001.

Focus on satisfying and retaining our customers. Our revenue and cash flow
growth will be achieved by retaining our existing base of customers and
increasing their usage of our services as well as by obtaining new customers.
We believe quality customer care increases customer satisfaction, which reduces
churn, and will be a key differentiator in the wireless industry. Bell Atlantic
Mobile experienced churn rates that were significantly below the industry
average, and we intend to focus on customer service and to implement across all
of our markets the practices that we believe led to lower churn in these Bell
Atlantic Mobile markets. We are committed to providing high-quality customer
care, investing in loyalty and retention efforts and continually monitoring
customer satisfaction in all facets of our service. To provide prospective
customers with convenient locations to initiate service, we will continue to
expand our extensive distribution network, which includes both direct and
indirect sales channels and resale. Examples of our distribution initiatives
include a recent alliance with RadioShack through which our services will be
sold in over 3,700 stores nationwide. In addition, we will continue to offer
clear and simple-to-understand service offerings, such as our SingleRate plans,
to enhance consumer awareness and use of our services. Targeting distinct
consumer and business users with specific pricing and service packages will be
important in meeting the specific needs of our customers.

Realize synergies from the formation of Verizon Wireless. We will continue
to integrate our previously separate wireless operations in order to realize
economies of scale and scope through consolidating and streamlining operations.
For example, we expect to realize significant savings over time by lowering our
handset and network equipment costs, by integrating our various information
systems, consolidating customer call center operations, reducing our roaming
costs and consolidating the headquarters of our predecessor companies.

Create opportunities from our relationship with our principal
stockholders. We believe that we will benefit from our relationship with
Verizon Communications and Vodafone, our two principal stockholders. Verizon
Communications is the largest provider of wireline voice and data services in
the United States in terms of the number of customers, with a nationwide brand
name that will appear every month on approximately 43 million telephone bills.
We believe this may present promotional and service bundling opportunities.
Vodafone is one of the leading global wireless telecommunications companies in
terms of the number of subscribers, with extensive experience in penetrating
market niches that may be critical to our success, such as wireless data and
prepaid services, both of which are more widely available in Vodafone's service
areas outside the United States than in the United States.

<PAGE>

Competitive Strengths

We believe that the following competitive strengths will help us implement
our strategy of becoming the acknowledged market leader for wireless voice and
data services in the United States:

Leading U.S. wireless company. We are the leading wireless company in the
United States in terms of subscribers, network coverage, revenues and cash
flow. We provide service in 49 of the largest 50 U.S. metropolitan areas and 96
of the largest 100 U.S. metropolitan areas. We believe that being the market
leader with a nationwide network will provide us with significant competitive
advantages, including:

o the ability to provide customers, particularly high-usage subscribers
such as large corporate accounts, with flexible price plans on a
national basis;

o the ability to control call quality, reduce our reliance on roaming
to provide service to our customers and optimize network capacity;

o benefits of being first to market with new services, as we will
become the preferred partner for a variety of wireless data content
and application providers, hardware manufacturers, service providers
and enablers of m-commerce;

o substantial cash flow to invest in our network and marketing efforts;

o purchasing power with respect to equipment, such as handsets and
network equipment;

o economies of scale by spreading fixed costs over a greater number of
customers; and

o increased ability to target national corporations as customers
because of our extensive network coverage.

Superior digital technology. We believe that digital technology offers
many advantages over analog technology, including substantially increased
network capacity, greater call clarity and privacy, enhanced services and
features, lower operating costs, reduced susceptibility to fraud and the
opportunity to provide improved data transmissions. We further believe that our
CDMA digital technology provides significant operating benefits relative to
other digital technologies, including greater system capacity than that of the
two other principal digital transmission technologies, GSM and TDMA. In
addition, we believe that CDMA offers an efficient migration path to next
generation data services through the implementation of technologies such as
1XRTT and 1XEV.

Well-positioned for anticipated growth of wireless data. We believe that
the introduction of the next generation of wireless data applications will help
to further a migration from wired to wireless Internet access and generate
numerous growth opportunities. We have experience with wireless data since 1994
and believe our business and consumer subscriber base and CDMA technology
strategically position us to take advantage of the expected growth of wireless
data usage. As we migrate to the next generation of network technology, such as
1XRTT and 1XEV, increased data transmission speeds will allow us to offer new
services, such as Internet browsing, to access our wireless network at speeds
comparable to today's wireline experience.

Experienced management team. Our executive management team incorporates
key wireless managers from Bell Atlantic Mobile, GTE Wireless, Vodafone and
PrimeCo with an average of approximately 10 years in the wireless industry.
These key managers have a proven record of successfully operating our wireless
assets. Our management will further have the benefit of the combined
managements and experiences of Verizon Communications and Vodafone as expert
resources in all aspects of the communications industry.

Significant financial and operating strength. We generated approximately
$4.6 billion in EBITDA in 1999 and $2.4 billion in the six months ended June
30, 2000, on a pro forma basis. While the partnership is required to make
significant distributions to its partners, the level of remaining cash flow
affords us a significant competitive advantage in investing in the marketing of
our brand and service as well as investing in our network to remain at the

<PAGE>

forefront of technology. The cost of acquiring radio spectrum capacity to
provide wireless services is also high, and the cost of then constructing a
wireless network in licensed areas is substantial.

Wireless Services

We offer reliable, high-quality, wireless services and pricing packages
for both wireless voice and data communications. We offer basic voice services
as well as enhanced services and features, including caller ID, call waiting,
call forwarding, three-way calling, no answer/busy transfer and basic voice
mail, and data services. We design our service packages to target the following
select segments of customers: youth, family, active professionals, small to
medium businesses and national accounts. We tailor our voice and data
offerings, pricing plans and handsets to the needs of these customer segments.

Voice Services

Basic services and enhanced features. Most of our price plans offer
enhanced features, including caller ID, call waiting and call forwarding,
three-way calling, no answer/busy transfer and voice mail. We also offer our
customers a choice of packages that include specific sets of features, which
simplifies the sales process and promotes the adoption of enhanced features.

We are developing enhanced features that facilitate communications among
our subscribers, thereby attracting new subscribers to Verizon Wireless and
capitalizing on our large customer base. Generally, these enhanced features
generate additional revenues through monthly subscription fees or increased
wireless usage encouraged by utilization of the features. For example, we are
working to integrate and standardize voice mail platforms within our network to
enable customers to send voice messages to other Verizon Wireless customers
nationwide, or respond directly to voice messages left for them, with a few
keystrokes.

Price plans. We offer a variety of simple, straightforward packages with
features and competitive pricing plans that are designed to meet the needs of
various consumer and business user segments, at the local, regional and
national level. Specifically, we offer:

o a national SingleRate plan, which offers simple, flat-rate nationwide
service with no additional roaming and long distance charges within
the United States;

o regional versions of the SingleRate plan, such as the DigitalChoice
SingleRate East plan, which bundles roaming and long distance for use
along the East Coast from Georgia to Maine;

o family/small group and shared minute plans designed for multiple-user
households and small businesses;

o mobile-to-mobile plans for multiple-user households and small work
groups; and

o plans targeted at national accounts, which are businesses with over
1,000 wireless lines, including our SingleRate Elite offering.

Historically, our SingleRate plans have been a key to migrating customers from
analog to digital service because these plans offer more value-added services
and features. In addition, they have reduced churn by high-usage customers
who might otherwise switch to competing services.

Prepaid. We believe the prepaid market represents a large and growing
under-penetrated market opportunity. We are marketing prepaid service to
distinct consumer segments such as the expanding and lucrative youth market,
families, consumers who otherwise would not be able to obtain service due to
their credit profiles and small business customers and consumers who prefer to
pay in cash. As of June 30, 2000, prepaid users represented approximately 11%
of our total subscribers. Our predecessor companies have had extensive
experience in the prepaid market and have been innovative and customer-focused
with prepaid service offerings. We intend to launch a national digital prepaid
plan with no separate roaming or long distance charges for calls made in most
of our network coverage area,

<PAGE>

beginning in limited areas later this year. Our package will also include
airtime, voice mail, caller ID and call waiting through the use of a tri-mode
digital handset.

We have historically experienced higher churn rates with our prepaid
customers than other customers, and we expect that this will continue. However,
we believe that our new national digital prepaid offerings will result in lower
churn levels than we have experienced historically for prepaid customers, as a
result of the larger required up-front investment to purchase a more expensive
tri-mode handset, improved call quality and digital features. Our experience
has been that the increased churn for prepaid customers is offset, at least in
part, by the lower costs of acquiring new prepaid customers. See "Risk
Factors-Risks Related to Our Business-A high rate of customer turnover would
negatively impact our business."

OnStar. We are currently the national provider of wireless service to
General Motors' innovative OnStar service. OnStar provides hand-free wireless
voice, safety and concierge services to its subscribers and will be available
as an option in most General Motors cars beginning in the fourth quarter of
2000. We believe General Motors chose Verizon Wireless because of our strong
existing network coverage.

Wireless Data Services

We are a leader in providing wireless data services in the United States.
Our leadership position is built on:

o our experience in offering digital wireless data access since 1994
with Cellular Digital Packet Data technology, or CDPD;

o the extensive coverage of our network;

o the benefits of CDMA technology;

o our dedicated sales forces; and

o our significant financial and operating resources.

We believe that these strengths position us to take advantage of what industry
analysts estimate will be significant demand for and growth in wireless data
services. To capture this growth, and what we believe will be opportunities
for increasing revenue and operating cash flow, we plan to focus on providing
anytime/anywhere access on a variety of devices to subscribers through our
branded wireless portal, partnering with the industry's premier content
providers, creating customized solutions and developing m-commerce services.

We currently offer CDMA-based wireless Internet access, one-way short
messaging services and CDPD-based wireless data services. We are also investing
in what we believe will be the next generation of high-speed wireless data
technology, which we believe will utilize a wide array of devices, including
handsets, personal digital assistants and laptop computers.

Mobile Web. Mobile Web, our CDMA-based wireless data service, offers easy
to use, customized access to content through our branded portal, "MyVZW.com."
This service allows subscribers to access the Internet, e-mail and personal
information management tools, such as calendars and address books, at speeds of
up to 14.4 kilobits per second through handset-based menus. Unlike other data
offerings based on CDPD, where future upgrades are not expected to offer
significantly increased speeds, we plan to update our CDMA data service to new
packet-switched services that provide peak speeds of up to 144 kilobits per
second in 2001 by upgrading rather than replacing our existing network.

We differentiate our services by facilitating our subscribers' access to
Internet content through an easy-to-use format that allows them to use their
desktop computers to select the data content they want displayed on their
handsets. We are also developing applications for business subscribers designed
to enhance their productivity by

<PAGE>

providing handset access to secure corporate intranets and e-mail accounts.
Through our partnerships with premier content providers, we currently offer our
subscribers access to a wide variety of services, including the following:

o stock market information, portfolio monitoring and stock trading
through E*Trade, Fidelity Investments, DLJdirect and Money Central;

o travel information and reservations through Getthere.com and
expedia.com;

o shopping through Amazon.com and barnesandnoble.com and comparison
shopping among both online and "brick and mortar" retailers through
ECompare;

o news, sports and weather through Go.com, including ESPN.com and
ABCNews.com, and Weather.com; and

o information, news and other content through MSN.com and its
components, including MSNBC.com.

We believe that our decision to maintain our own portal will afford us the
flexibility to modify and improve our customers' wireless Internet experience
and allow us to better understand their needs and applications; we intend to
translate this knowledge into additional revenue opportunities.

We expect that the Mobile Web will generate recurring revenues and profits
for us from the following sources:

o monthly subscription fees and airtime fees from increased wireless
usage;

o commissions on transactions initiated through the portal;

o commissions and referral fees for users who register at sites
accessed through the portal;

o fees for placement on our handset menu; and

o commissions on advertising served in the portal content.

Short Messaging Services. Since 1997, we have offered our subscribers
one-way message receiving service using handsets, including alert features. We
intend to enhance this service with two-way short messaging, which will allow
customers to both send and receive short text messages using specialized new
handsets. We plan to launch this service by the end of 2000. We believe that
two-way short messaging will appeal to both consumers, who can exchange
messages with friends and family, and business customers, who can exchange
calendar and scheduling information with others.

CDPD Services. In 1994, we were the first wireless provider to introduce
CDPD service and now offer it in many major U.S. metropolitan areas, with a
total population of approximately 71 million people. CDPD provides data
transmission at peak speeds of up to 19.2 kilobits per second over an overlay
network separate from our CDMA-based offerings. Our CDPD subscribers include
more than 500 public safety agencies, which use this service for data
communications with public safety vehicles, as well as utilities, which
remotely read and monitor their field units, and retailers, which use CDPD to
verify credit/debit cards quickly and easily. We also sell CDPD capacity on a
wholesale basis to third party service providers such as OmniSky and GoAmerica,
which provide Palm-based wireless data services to end-users.

Next Generation Wireless Data Access. We believe that wireless data usage
will be driven by customer demand for full browsing and transaction capability
for m-commerce, location-based services, streaming media and advanced business
applications as the next generations of wireless data technology are
introduced. We expect these services to be enabled by new technology that will
permit the transmission of wireless data at substantially higher speeds and
using multiple access devices. We are investing in 1XRTT technology, which we
believe will be the next generation of CDMA wireless data access. We expect
1XRTT technology to permit data transmission speeds of up to 144

<PAGE>

kilobits per second, which will enable high-speed applications such as image
downloads, music, games and full browsing capabilities for laptop computer
users. This technology may also allow location-specific services so that, for
example, merchants in a particular area could offer participating subscribers
"real-time" specials and coupons by sending alerts to their handsets. We have
commenced trial operations of the 1XRTT technology in one market and expect to
launch in major cities in the second half of 2001.

We are also evaluating 1XEV and 3XRTT technologies capable of data rates
of between 384 kilobits per second and more than two megabits per second to
provide enhanced voice and data services well into the future. See "Our
Network-Digital Technology-Next Generation Development Strategy."

Handsets

We have worked with manufacturers on the continuing development and market
launch of tri-mode handsets that operate on 850 MHz analog, 850 MHz digital and
1900 MHz digital frequencies. These handsets allow customers to place and
receive calls throughout the nationwide Verizon Wireless network and offer
longer battery life and increased functionality compared to analog handsets. We
believe that our leading position in terms of subscribers will help position us
as the service provider of choice for handset manufacturers and will allow us
to develop branded handsets that complement our focus on high-quality service.

We offer handsets that are headphone/earphone compatible, and we will work
with manufacturers to ensure that they provide equipment that can be used in a
hands-free configuration. We plan to continue working with manufacturers to
offer our customers new and unique handset features. In order to maintain
customer satisfaction and loyalty, our customers can purchase protection for
their handsets and accessories through third-party insurance providers,
extended warranty and repair and upgrade options. We also offer our customers
accessories, such as chargers, headsets, belt clips, faceplates and batteries.

Paging

We offer local, regional and nationwide messaging and narrowband PCS
services in all 50 states, the District of Columbia and portions of Canada.
Compared to traditional messaging, narrowband PCS permits us to offer more
services, including two-way messaging, the ability to reply to e-mails and to
deliver a variety of information services such as mail, weather summaries, news
and other information. In addition, narrowband PCS services are more efficient
in terms of transmission capacity. Based on industry surveys, we are among the
largest providers of messaging and narrowband PCS services in the United
States, with approximately 3.5 million units in service. Like many others in
the paging industry, we have experienced a decline in the number of one-way
paging units in service. While the number of narrowband PCS units in service
has been increasing, the increase has not been enough to offset the decline in
one-way units in service.

Marketing

In addition to providing high-quality services and customer care, we focus
our marketing strategy on promoting our brand, leveraging our extensive
distribution network and cross-marketing with Verizon Communications.

We have moved quickly toward the goal of establishing ourselves as the
premier provider of wireless service in the United States by aggressively
launching our new name, identity and national service offerings. Our marketing
efforts are focused on a coordinated program of television, print, radio,
outdoor signage, Internet and point of sale media promotions. Our message to
consumers is designed to highlight our simple, clear and affordable products
and services. Our promotion of the Verizon Wireless brand will be supplemented
by Verizon Communications' own brand marketing efforts, reinforcing the
awareness of our services in shared markets. We plan to promote and advertise
through Verizon Communications, capitalizing on the size and breadth of its
customer base.

Our pricing options, equipment and enhanced features are designed to
appeal to a wide range of consumer and business segments. We further target
specific customer segments with tailored services such as the launch of our
national SingleRate plan in April 2000. We offer our national SingleRate plan,
which appeals to nationwide

<PAGE>

travelers, and SingleRate Elite, for large corporate customers, and intend to
offer a national prepaid plan that appeals to new users. Similarly, we offer a
range of high-quality handsets and enhanced features. We also offer wireless
data services and are poised to take advantage of the projected growth of
wireless data access and m-commerce.

Sales and Distribution

Our sales strategy is to use a mix of direct, indirect and resale
distribution channels in order to increase customer growth while reducing
customer acquisition costs. A goal of our distribution strategy is to increase
direct sales through our company-owned stores, as well as through telemarketing
and web-based initiatives, while simultaneously strengthening our indirect
channels to maintain an extensive distribution system that reaches the largest
number of people. We believe that our extensive company-owned distribution
system is the largest of any wireless service provider in the United States and
a key strength and competitive advantage. We are investing significant
resources to achieve this goal by providing our sales representatives with
in-depth product and sales training to allow them to explain wireless
communications simply and clearly. We also have programs in place to train
indirect representatives and offer dedicated account service to our indirect
retailers.

Direct

Company-owned Stores. Company-owned stores are a core component of our
distribution strategy as they are one of our lowest-cost mass distribution
channels. Based upon our experience in the former Bell Atlantic Mobile markets,
we believe that customers who enter through our store channel will be less
likely to cancel their service and will generate higher revenue per month on
average than those who come through other mass-market channels. We intend to
expand our Bell Atlantic Mobile company-owned store strategy to our other
markets. Our stores sell basic wireless handsets and accessories, including
hands-free and other convenience and safety-related equipment, wireless service
paging and narrowband PCS service. As of June 30, 2000, we operated
approximately 1,100 stores and kiosks, which we believe is more than any other
U.S. wireless provider. In addition, we expect to open an additional 100 to 200
stores and kiosks over the next year. Many stores include personnel dedicated
to in-store customer service.

Business-to-Business. We have two main business-to-business sales forces
with an aggregate of nearly 1,800 salespeople and managers as of June 30, 2000.
One group services the growing small to medium business segment and target
regional and local businesses in high-growth industries with less than 100
wireless users. Our other group focuses on large and national businesses. With
the nation's most extensive wireless coverage, we expect to expand our
corporate relationships over the next few years. Our corporate sales force
offers competitive price plans and specialized, dedicated account management
and customer service to our major corporate accounts. We also develop enhanced
features specific to large corporate users and expect wireless data services to
appeal strongly to this segment. In addition, we have a dedicated CDPD sales
force that we are training to offer our other wireless data products, as well
as a separate paging sales force.

Telemarketing. We maintain a telemarketing sales force of approximately
350 salespeople and managers as of June 30, 2000 dedicated to receiving
incoming calls. We were an early entrant in telemarketing for wireless service.
In addition to providing convenience for the customer, telemarketing is a
lower-cost channel. We believe that telemarketing will grow as consumers become
more accustomed to wireless service and begin purchasing second and third
wireless numbers for their households.

Web-Based. Bell Atlantic Mobile was the first major wireless carrier to
offer fully-automated, end-to-end, web-based sales of wireless handsets,
pagers, accessories and service. Our web-based sales channel, located at our
web-site, www.verizonwireless.com, enables prospective customers in our former
Bell Atlantic Mobile areas to purchase a complete service package, including
the handset, basic and enhanced features and accessories. The online store
provides a secure environment for transactions. We expect to expand these
web-based services throughout all of our markets over time.

<PAGE>

We have also developed extranets for business clients such as The Boeing
Company, that permit intranet users to directly access our online presence and
obtain negotiated corporate rates. We are developing relationships with
electronic procurement portals to service additional corporate clients.

Indirect Retailers and Agents

We have over 14,000 indirect retail partner locations with over 30,000
salespeople hired to sell broadband wireless products and services as of June
30, 2000, including RadioShack, Best Buy, Circuit City Stores, Inc. and Office
Depot. We have programs in place to train indirect representatives and offer
dedicated customer service to our indirect retailers.

We recently entered into an agreement with RadioShack to provide a
"store-within-a-store" staffed with trained representatives, which we expect to
roll-out in summer 2001. This agreement will also increase our presence from
approximately 2,800 RadioShack stores as of June 30, 2000 to approximately
3,700 stores, including most major markets in the country, when the program is
launched.

Resale

We are a leading wholesaler of broadband wireless capacity, with over 2.1
million resale lines as of June 30, 2000, and we expect this business to
continue to grow over the next several years. We have over 120 resellers,
including MCI WorldCom Wireless.

Customer Care, Retention and Satisfaction

Customer care, retention and satisfaction are essential elements of our
strategy. The cost of adding new subscribers is one of the most significant
cost elements in the wireless industry. Therefore, satisfying and retaining
existing customers is critical to the financial performance of wireless
operators. Our customer care, retention and satisfaction programs are based on
ensuring customer convenience and ease of use and specifically cultivating
long-term relationships with our customers. Our predecessor companies had
different levels of customer care and satisfaction records, but we are working
to ensure that we apply the best practices of our predecessor companies across
all of our markets. However, we recognize that consolidating our customer care
groups is complex and we may encounter difficulties which disrupt our business
or cause us not to meet our customer care objectives in our planned time frame.
See "Risk Factors-Risks Relating to Our Business-We may have difficulties
integrating the various companies that form our business."

Offer Customer Convenience and Ease of Use

We offer our customers a full range of choices and options for making
requests and inquiries to maximize convenience. Customers are able to contact
us by telephone, by short message to and from their handset and through
web-based applications.

We offer customer care twenty-four hours a day/seven days a week for all
of our markets. This service is accessible by using three or four-digit speed
dialing on wireless phones or through a conventional toll-free 800 number. We
currently maintain 33 customer care call centers and employ approximately
12,000 customer care employees, although we intend to consolidate our centers
to reduce costs as part of our integration strategy. We believe the geographic
breadth of our centers allows us to offer customers a more localized approach.
We also have established relationships with third-party vendors operating
through 14 additional customer service centers that employ over 2,000
additional representatives. We offer service in multiple languages in many
markets and through Telecommunications Devices for the Deaf. We also offer
customer care on the web in selected markets, allowing customers to review
their monthly bill, analyze usage, make payments and obtain answers to
frequently asked billing questions.

To increase customer satisfaction, we have created dedicated teams to
handle specialized market segments. By providing customers with focused
resources, we are able to provide access to more knowledgeable representatives

<PAGE>

and provide enhanced customer care. We have dedicated resources for the
following areas: data/Mobile Web customers, business customers, including both
national accounts and small to medium-sized businesses, paging and narrowband
PCS and prepaid customers. We are able to capitalize on these resources through
technologies such as intelligent call-routing which directs inquiries to
specialized customer care representatives.

Cultivate Long-term Customer Relationships

We believe that by reaching out to our customers, we can cultivate
long-term relationships with them that will enhance their satisfaction and
retention. Our ability to develop these long-term relationships begins with our
effort to understand their specific needs.

We plan to collect customer feedback to measure customer satisfaction with
overall service offerings. By the end of this year, we expect to have several
national customer satisfaction tracking programs in place, including surveys
among new customers, customers who have recently called our customer service
organization and a sampling of other customers.

We have two major retention and loyalty programs, with numerous additional
programs in specific market areas. The intent of these programs is to
proactively contact customers with information and offers that will enhance the
value of their wireless service. We have a "Welcome Program" in most markets
consisting of material distributed at the point of sale and a call made to
customers soon after they activate service. The call is intended to review the
first bill, capture customer feedback on the sales process and bill format and
verify account information. During 2000, we plan to contact over 3.5 million
customers through the Welcome Program, which we intend to expand to cover all
of our markets. We have found that churn among customers who were contacted in
the program is lower than among customers who were not contacted.

Our other major retention and loyalty program is a customer life cycle
management program in which we contact customers at key points in their service
tenure with targeted information and offers. The program, currently used only
in our former Bell Atlantic Mobile and GTE Wireless markets, consists of a
direct mail piece followed up with an outbound call. The program offers
proactive rate-plan analysis aimed at increasing the value of service to the
customer, attempts to sell more or improved features, and, where appropriate,
also encourages our analog customers to migrate to digital services. We intend
to expand this program to cover all of our markets.

Our Network

We have licenses to provide mobile wireless services on the 850 MHz and
1900 MHz portions of the radio spectrum in areas that include approximately 86%
of the U.S. population. The 850 MHz portion is used to provide either analog or
digital cellular services, while our 1900 MHz areas are all digital and provide
PCS services. We also have licenses to provide messaging and narrowband PCS
services on the portions of the radio spectrum set aside for those services. We
obtained our domestic spectrum assets through application lotteries, mergers,
acquisitions, exchanges, FCC auctions and allotments of cellular licenses.

Coverage

We have the largest network coverage of any wireless telephone carrier in
the United States, with licensed and operational coverage in 49 of the 50
largest metropolitan areas. Currently, we are licensed to operate in markets
that have 240 million people, or approximately 86% of the U.S. population, and
our built network covers approximately 203 million of those potential customers
and includes approximately 12,000 cell sites. In addition, we have signed
numerous roaming agreements to ensure our customers can receive wireless
service in virtually all areas in the U.S. where broadband wireless service is
available.

While our 850 MHz markets are substantially built-out, our 1900 MHz
markets, especially our former PrimeCo markets, have substantial build-out
needs. Approximately 37 million people that reside in parts of our licensed
areas do not receive coverage from our network, and, of the 37 million,
approximately 17 million reside in former PrimeCo markets.

<PAGE>

Our widespread 850 MHz network coverage provides us with a significant
benefit as it allows us to offer service to our subscribers as well as
subscribers to other wireless services whether they have CDMA digital phones,
in which case they can use our digital services, where available, or TDMA or
GSM digital or analog phones, in which case they can use analog services on our
850 MHz network. Our widespread coverage helped us obtain our contract with
General Motors to provide services to its OnStar system, as General Motors
sought a wireless service provider that could offer extensive coverage. See
"Wireless Services-Voice Services-OnStar."

Analog and Digital Service

We offer analog and digital service in our 850 MHz markets and digital
service in our 1900 MHz markets. We monitor our network performance by
measuring the percentage of ineffective attempts, lost calls and call quality,
and we believe that digital technology helps improve our performance in these
areas. We believe that digital technology offers many advantages over analog
technology, including substantially increased network capacity, lower operating
costs per unit, reduced susceptibility to fraud and the opportunity to provide
improved data transmissions. Digital service also provides clear benefits to
our customers, including extended handset battery life, greater call privacy
and enhanced services and features. We have made a major commitment to migrate
subscribers from analog to digital service so both we and our customers can
benefit from digital technology.

We utilize digital and analog technology to provide our customers with a
wide range of services. At present, our network provides digital coverage to
approximately 75% of our covered population, or approximately 150 million
people, which we believe is one of the largest built digital networks of any
company in the United States. Digital usage currently accounts for 65% of our
busy hour traffic. We intend to eventually deploy our digital network
throughout our national service area, and we expect digital coverage to reach
87% by the end of 2001 and nearly 100% by 2003. See "-Digital Technology."

Digital Technology

Current Technology

We use digital CDMA technology in our digital markets, as we believe that
this technology provides significant operating benefits relative to other
digital technologies. We believe that CDMA digital technology provides greater
system capacity than other digital technologies, including GSM and TDMA, and
has approximately eight times greater capacity than that of analog technology.
CDMA has proven in the marketplace that it can provide significant operating
and cost efficiencies. In addition, CDMA is currently used by many large
wireless providers in the United States, providing potential CDMA roaming
partners and ensuring continued support and development of CDMA handsets and
network equipment by manufacturers.

We use a feature-rich all-digital switching infrastructure. We have
primarily deployed switches manufactured by Lucent, Motorola and Nortel, and we
had over 130 mobile switching centers nationwide as of June 30, 2000.

Next Generation Development Strategy

The next generation of wireless technologies will allow us to offer
high-speed wireless data services and, ultimately, voice services using
Internet Protocol. In order to be successful, any next generation strategy must
allow the wireless provider to achieve a pervasive footprint quickly and cost
effectively while maintaining spectral efficiency. We began trial deployments
of the next generation of CDMA, known as "1XRTT," in July 2000, and we expect
commercial deployment of 1XRTT to begin in the second half of 2001. 1XRTT is a
packet-switched protocol capable of data rates of up to 144 kilobits per
second, which will allow us to develop higher capacity for voice calls and
higher data rates for wireless data applications such as image downloading,
music, games, m-commerce and location-specific services. We will be able to
implement 1XRTT by changing plug-in components in our CDMA network rather than
replacing our existing network.

<PAGE>

Cost Structure

An effective and efficient network is necessary to ensure that we have a
competitive cost structure. Digital technology helps us improve our network's
effectiveness and efficiency by enhancing capacity and providing network usage
with less capital and operating expense per minute of use than analog
technology. Fixed costs, such as towers, shelters and other common equipment,
are reduced per minute of use as they can be spread over a larger number of
minutes because of the higher capacity of a CDMA digital network compared to
analog networks. Developing services associated with digital technology may
also lead to lower per minute costs. For example, parts of our network provide
over-the-air programming of handsets, which, in the initial programming,
selects the most cost-effective roaming partners.

We have also undertaken other initiatives to reduce our network cost and
improve efficiency. While we currently use Sprint for our long distance
services, in October 1998 we purchased a microwave network that extends from
New York to Texas. This network provides two main benefits. First, it supports
the carriage of our wireless long distance in those areas. Second, it provides
redundancy for service interruption to other facilities, which is less
expensive than purchasing alternative services from a third party. In addition,
we have our own Signaling System 7, or SS7, network and thus have significantly
reduced the need to pay others for those services. SS7 is a separate signaling
channel needed for call set-up and advanced calling features.

The continued build-out and upgrade of our network, including capacity
enhancement and transition to digital services, will require significant
capital outlays. See "Risk Factors-Risks Related to Our Business-We need to
continue the build-out and upgrading of our network, and we cannot assure you
that we will be able to continue to do so on a timely basis or at all" and "-We
have substantial cash requirements and cannot assure you that we will be able
to finance them."

CDPD Network

CDPD is a packet data service that uses Internet Protocol, which allows
most applications written for the Internet, as well as many business
applications, to run efficiently over our network without modification. We
launched the first commercial CDPD service in the United States in 1994 and now
offer CDPD data transmission at speeds of up to 19.2 kilobits per second in
major metropolitan areas that contain approximately 71 million people, which
represents over 26% of the U.S. population. In addition, our CDPD customers can
roam on the CDPD networks of other wireless providers, which in total cover
areas with an additional 89 million people.

Spectrum

We currently own a combination of spectrum in the 800 MHz and 1900 MHz.
These bands consists of blocks of 10, 25 and 30 MHz of spectrum, which combine
to give us spectrum levels ranging from 10 MHz up to 45 MHz. We own at least 25
MHz blocks of spectrum in 49 of the top 50 markets in the U.S. We also own 10
MHz of WCS band spectrum in the Northeastern United States. We expect that the
demand for our wireless services will grow over the next several years as the
demand for both traditional wireless voice services and new wireless data
Internet services increase significantly. See "-Industry Overview."

As is the case with many other wireless providers, we anticipate that we
will need additional spectrum in our most densely populated markets to meet
anticipated demand. We will seek to obtain additional spectrum in a variety of
ways. We will participate in upcoming scheduled FCC auctions for 700 MHz and
1900 MHz spectrum, although competition will be intense and there may be limits
on our ability to participate in the 1900 MHz auctions. We also expect to
participate in future FCC auctions that will likely include other 700 MHz
bands. In addition to the auction process, we have the opportunity to purchase
or lease spectrum on the secondary market and to purchase capacity from
providers and resell it to our customers. See "Regulatory Environment-Spectrum
Acquisitions" and "Risk Factors-Risks Related to Our Business-We may not be
able to obtain the additional licensed radio frequency spectrum that we
require."

<PAGE>

Messaging and Narrowband PCS

We currently have two nationwide one-way messaging channels for use by our
paging network and one nationwide asymmetrically paired 50-12.5 kilohertz
narrowband PCS license. We also resell narrowband PCS services using other
carriers' networks. In addition, we have numerous market area licenses for
one-way messaging and three regional asymmetrically paired 50-12.5 kilohertz
narrowband PCS licenses. Our asymmetrical network transmits data from the base
to subscribers at 50 kilohertz, and from the subscriber to the base at 12.5
kilohertz. Our network, either directly or through reselling arrangements,
provides local, regional and nationwide messaging and narrowband PCS services
in all 50 states, the District of Columbia and portions of Canada.

Information Systems

Our information systems are comprised of systems from our predecessor
companies. These systems include billing, point of sale, provisioning, customer
care, data warehouse, fraud and financial and human resource systems. For
example, we currently use 12 major billing systems and over 100 other systems
that are keyed to the customer's geographic location. We have developed plans
to integrate and consolidate these systems, initially into six billing systems
and over 70 other systems and later into four billing systems and over 50 other
systems. This will help us achieve significant cost savings and further
streamline our business processes and operations.

We anticipate that the full implementation of these plans will take
approximately four years and will contribute to a reduction in our operating
costs and expenses as a percentage of revenues during each stage of the
implementation. We employ experienced professionals who have in the past
successfully consolidated billing systems during tenures at our predecessor
companies. Because of our past experience, we understand the complexities of
consolidating these various systems. However, we may encounter difficulties
that cause disruptions in some of our markets while we integrate the systems.
See "Risk Factors-Risks Related to Our Business-We may have difficulties
integrating the various companies that form our business."

Competition

There is substantial competition in the wireless telecommunications
industry. We expect competition to intensify as a result of the consolidation
of the industry, the entrance of new competitors, the development of new
technologies, products and services and the auction of additional spectrum.
Other wireless providers, including other cellular and PCS operators and
resellers, serve each of the markets in which we compete. We provide service to
49 of the top 50 markets in the U.S., and these 49 markets have an average of
five other competing wireless providers. Competition also may increase to the
extent that smaller, stand-alone wireless providers transfer licenses to
larger, better capitalized and more experienced wireless providers.

We compete primarily against other nationwide wireless service providers,
including AT&T Wireless, Sprint Corporation, Nextel Communications Incorporated
and VoiceStream Communications. The wireless communications industry has been
experiencing significant consolidation, and we expect that this trend will
continue. For example, BellSouth and SBC have announced plans to combine their
U.S. wireless businesses. This consolidation trend may create additional large,
well-capitalized competitors with substantial financial, technical, marketing
and other resources to compete with our offerings.

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

o reduce our service prices;

o restructure our service packages to offer more value; or

<PAGE>

We also expect to increase our advertising and promotional spending to
respond to competition. In addition, some of the indirect retailers who sell
our products also sell many of our competitors' products. All of these
conditions may lead to possible consumer confusion and increasing movement of
customers between competitors and could have a material adverse effect on our
results of operations. Our ability to compete successfully will depend in part
on our marketing efforts and on our ability to anticipate and respond to
various competitive factors affecting the industry, including new services and
technologies, changes in consumer preferences, demographic trends, economic
conditions and pricing strategies by competitors.

Properties

We maintain our corporate headquarters in Bedminster, New Jersey, and have
seven area and 29 regional offices, as well as additional offices for our
paging services, located throughout the United States. We also maintain
facilities comprised of administrative and sales offices, customer care
centers, retail sales locations, switching centers, cell sites, data centers
and product distribution centers. Locations are generally leased to provide
maximum flexibility, with the exception of switching centers, which are
frequently owned due to their critical role in the network and high set-up and
relocation costs.

As of June 30, 2000, we operated approximately 782 retail stores and 325
kiosks that support our direct distribution channel. Additionally, we had 146
offices and 18 warehouses. At that date, network properties included
approximately 130 switching locations and 12,000 cell sites, as well as
additional properties for our paging network. We believe that our facilities
are suitable for their purposes and that additional facilities can be secured
for our anticipated needs, although we may have difficulty obtaining additional
cell sites. See "Risk Factors -Risks Related to Our Business-We need to
continue the build-out and upgrading of our network, and we cannot assure you
that we will be able to continue to do so on a timely basis or at all."

Many of our store leases contain provisions prohibiting a change in
control of the lessee or permitting the landlord to terminate the lease or
increase rent upon a change in control of the lessee. These provisions may have
been applicable to the contribution of GTE Wireless, Vodafone and PrimeCo
assets to the partnership. Based primarily upon our belief that (1) we maintain
good relations with the substantial majority of our landlords, (2) most of our
leases are at market rates and (3) we have historically been able to secure
suitable leased property at market rates when needed, we believe that these
provisions will not have a material adverse effect on our business or financial
position.

Environmental Matters

We are subject to various foreign, federal, state and local environmental
protection and health and safety laws and regulations, and we incur costs to
comply with those laws. We own or lease real property, and some environmental
laws hold current or previous owners or operators of businesses and real
property liable for contamination on that property, even if they did not know
of and were not responsible for the contamination. Environmental laws may also
impose liability on any person who disposes of hazardous substances, regardless
of whether the disposal site is owned or operated by such person. Although we
do not currently anticipate that the costs of complying with environmental laws
will materially adversely affect us, we cannot ensure that we will not incur
material costs or liabilities in the future due to the discovery of new facts
or conditions, the occurrence of new releases of hazardous materials or a
change in environmental laws.

Employees

As of July 15, 2000 we employed approximately 32,500 employees, including
Vodafone employees who have been seconded to our company. See "Certain
Relationships and Related Party Transactions--Secondment Agreement." We
consider our relationship with our employees to be good. Fewer than 100 of our
employees are represented by unions. However, as a result of recent commitments
we have made to several unions, we expect an increase in organizing activities.
We cannot predict what level of success the unions may have in organizing our
employees. See "Risk Factors-Risks Related to Our Business-A portion of our
workforce may become unionized as a result of recent agreements."

<PAGE>

Intellectual Property

We rely on a combination of copyright, patent, trademark, trade secret and
other intellectual property rights together with confidentiality and/or license
agreements with our employees, customers and others to protect our proprietary
rights. We own a variety of patents for wireless technology. Some of these
patents are licensed to AirTouch Communications, Inc., a subsidiary of
Vodafone, which can sublicense them to others.

Verizon Communications owns the trademarks issued for "Verizon," "Verizon
Wireless" and "Digital Choice SingleRate" but licenses them and other marks to
the partnership on a non-exclusive basis until 2 1/2 years after it ceases to
own any interest in our company or the partnership begins to use a different
brand name. See "Risk Factors-Risks Related to Our Business-We do not own the
Verizon Wireless brand name or some service offering names which could
adversely affect our results of operations" and "Certain Relationships and
Related Party Transactions-Verizon Communications Intellectual Property
Arrangements."

Legal Proceedings

From time to time, we are a party to various litigation matters incidental
to the conduct of our business. We are a defendant in a number of actions,
including class actions, arising out of our business as well as the business
affairs of the AirTouch, Cellco Partnership, GTE Wireless and PrimeCo entities
that now comprise Verizon Wireless.

Under the U.S. Wireless Alliance Agreement between Vodafone and Verizon
Communications, we have specified rights of indemnification from Vodafone and
Verizon Communications. Generally, under this agreement, Vodafone and Verizon
Communications, as the successor to Bell Atlantic and GTE, are required to
indemnify us for losses, as that term is defined in the underlying agreements,
that may be incurred by us in connection with wireless businesses formerly
conducted by Vodafone, Bell Atlantic and GTE, and pertaining to events which
occurred or causes of action which existed prior to April 3, 2000, with respect
to Vodafone and Bell Atlantic, and prior to July 10, 2000, with respect to GTE.
This indemnification does not apply to PrimeCo assets contributed to the
partnership. See "Certain Relationships and Related Party Transactions-U.S.
Wireless Alliance Agreement."

To the extent, therefore, that we may be subject to liability or loss in
connection with any of the following matters and arising out of events or
causes of action which existed prior to the dates set forth above, we intend to
exercise our right to be indemnified by Vodafone or Verizon Communications for
such liability or loss. We have no indemnification rights with respect to
liabilities arising out of the formation of the partnership. See "Certain
Relationships and Related Party Transactions-U.S. Wireless Alliance Agreement."

AirTouch Cellular, which is currently our subsidiary and was formerly a
Vodafone entity, and entities affiliated with GTE Wireless are defendants in
four putative class action lawsuits alleging antitrust claims pending in state
court in California. The cases have been settled and the settlements have been
approved. Appeals are pending in each case. We believe that the ultimate
outcome of these matters, in the aggregate, will not have a material adverse
impact on our financial condition or results of operations.

In 1998, AirTouch Cellular and an entity affiliated with GTE Wireless were
named as defendants in a purported class action alleging price fixing filed in
Sacramento County Superior Court. The plaintiffs in that case are seeking
monetary damages and related injunctive relief. The case is still in a
preliminary phase.

AirTouch Cellular, Bell Atlantic Mobile, GTE Wireless, PrimeCo and various
affiliated entities are defendants in a number of purported class actions
brought on behalf of subscribers throughout the country and alleging common law
and statutory claims of misrepresentation, inadequate disclosure, unfair trade
practices or breach of contract related to our advertising, sales, billing and
collection practices. These include claims relating to the practice, and
alleged nondisclosure, of rounding up of partial minutes of airtime usage to
full minute increments, send-to-end billing, negative options, ring time
billing, first incoming minute free feature, monthly charges for bundled
minutes, below cost sales, early disconnection charges, charges for local and
toll calls, price discrimination and other practices and charges, as well as
the adequacy of our wireless coverage and the quality of service. The actions
are in various stages of the litigation process, with one the subject of
ongoing settlement discussions and another approved

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for settlement by the court. Plaintiffs in these putative class actions have
not specified the alleged damages they seek. We are not currently able to
assess the impact, if any, of these actions on our financial position or
results of operations.

Our subsidiaries are also defendants in two lawsuits alleging patent
infringement. On November 12, 1999, MLMC, Ltd. filed suit in U.S. District
Courts in Delaware against AirTouch Cellular, GTE Wireless and PrimeCo, among
others, alleging that the defendants were infringing or contributing to the
infringement of two patents held by or licensed to the plaintiff related to
secure mobile telephone technology. Plaintiff is seeking unspecified damages
and injunctive relief. On March 30, 2000, Freedom Wireless, Inc. filed suit in
U.S. District Court for the Northern District of California against AirTouch,
Bell Atlantic Mobile and PrimeCo, among others, alleging that the defendants
were infringing or contributing to the infringement of a patent held by
plaintiff related to prepaid wireless service technology. Plaintiff seeks
unspecified monetary damages as well as injunctive relief. Both of these cases
are at a preliminary stage, and we are not currently able to assess the impact,
if any, of these actions on our financial position or results of operations. In
each of these actions, we believe that we have, and intend to assert or already
have asserted, the right to be indemnified by our vendors for any losses
arising out the claims of infringement asserted against us. These matters are
also covered, in part, by the indemnification provisions in the alliance
agreement.

AirTouch Cellular, Bell Atlantic Mobile, GTE Wireless, PrimeCo and various
affiliated entities are defendants in a number of cases in various courts
involving claims by former agents and resellers who allege that we breached our
contracts with those agents and resellers, have tortiously interfered with
their contractual relationships with others by terminating our relationships
with them and have engaged in unfair competition. Some of the complaints have
further alleged that we are a franchisor under applicable state franchise law
and have violated franchise laws in our relationship with them. State franchise
laws often provide for treble damages for violations. We believe that we are
not a franchisor under state law in these cases. We are not currently able to
assess the impact, if any, of these actions on our financial position or
results of operations.

Bell Atlantic Mobile, PrimeCo and various affiliated entities are
defendants in lawsuits alleging person injuries, including brain cancer, from
wireless phone use. We believe we are entitled to indemnification by handset
manufacturers in connection with these claims and intend to pursue those
rights. In each of these actions arising out of personal injury claims, we
believe that we have, and intend to assert or already have asserted, the right
to be indemnified by our vendors for any losses arising out the claims of
infringement asserted against us. These matters are also covered, in part, by
the indemnification provisions in the alliance agreement. An adverse outcome in
this litigation could have a material adverse effect on our results of
operations, financial conditions and/or prospects. See "Risk Factors-Risks
Related to Our Industry-Concerns about alleged health risks relating to radio
frequency emissions may affect our prospects and the value of your investment."

We are a defendant in matters relating to our Los Angeles, Simi-Oxnard,
Sacramento and rural Colorado markets, in which general and/or limited partners
in wireless partnerships we manage allege that the transfer of Vodafone
ownership of the general partner in these markets to us violated rights of the
other general and/or limited partners. These claims seek various remedies,
including dissolution of the partnership, removal of us as the general partner,
and damages. The trial court in the Los Angeles market litigation has awarded
summary judgment to us but the plaintiff has filed notice of appeal. An adverse
decision in either of the Los Angeles or Sacramento markets could have a
material adverse impact on our operations.

We are also a defendant in other legal actions involving claims incidental
to the normal conduct of our business, including actions by customers, vendors
and employees. We believe that these other actions will not be material to our
financial position or results of operations.

Regulatory Environment

The FCC regulates the licensing, construction, operation, acquisition and
transfer of wireless systems in the United States pursuant to the
Communications Act of 1934 and the associated rules, regulations and policies
promulgated by the FCC.

<PAGE>

To use the radio frequency spectrum in the United States, wireless
communications systems must be authorized by the FCC to operate the wireless
network and mobile devices in assigned spectrum segments and must comply with
the rules and policies governing the use of the spectrum as adopted by the FCC.
These rules and policies, among other things, (1) regulate our ability to
acquire and hold radio spectrum, (2) impose technical obligations on the
operation of our network, (3) impose requirements on the ways we provide
service to and communicate with our customers, (4) regulate the interconnection
of our network with the networks of other carriers, (5) obligate us to permit
unrestricted resale of our services by resellers and to serve roaming customers
of other wireless carriers and (6) impose a variety of fees and charges on our
business that are used to finance numerous regulatory programs and part of the
FCC's budget.

The process of obtaining U.S. operating authority for a wireless system
requires three separate proceedings to be completed by the FCC: (1) allocating
radio frequency spectrum segments for the services; (2) adopting rules and
policies to govern the operation of the wireless systems in the allocated
spectrum segments; and (3) issuing licenses to applicants for use of the
spectrum allocations.

In addition, because licenses are issued for only a fixed time, generally
10 years, and do not grant us any perpetual right to hold those licenses, we
must periodically seek renewal of those licenses. The FCC will award a renewal
expectancy to a wireless licensee that has provided substantial service during
its past license term and has substantially complied with applicable FCC rules
and policies and the Communications Act. Licenses may be revoked for cause and
license renewal applications denied if the FCC determines that a renewal would
not serve the public interest. Violations of FCC rules may also result in
monetary penalties or other sanctions. FCC rules provide that competing renewal
applications for licenses will be considered in comparative hearings, and
establish the qualifications for competing applications and the standards to be
applied in hearings.

Wireless systems are subject to FAA and FCC regulations governing the
location, lighting and construction of transmitter towers and antennas and are
subject to regulation under federal environmental laws and the FCC's
environmental regulations, including limits on radio frequency radiation from
mobile handsets and towers. State or local zoning and land use regulations also
apply to tower siting and construction activities.

We are licensed to use radio frequencies in several different spectrum
allocations that are available for a wide range of communications services,
even though the services may have different names and use different
frequencies. Generally, those services can be divided into "broadband"
services, which can be used for voice as well as data and messaging services,
and "narrowband," which are used for nonvoice services, principally paging and
messaging services. These two broad categories are separately discussed below.

Broadband Wireless Services Systems

We hold geographic service area licenses granted by the FCC to provide
cellular, PCS and Wireless Communication Services, or "WCS" services. While
most of our competitors primarily hold cellular or PCS licenses, one of our
principal competitors, Nextel Communications, provides wireless services on
frequencies allocated to the "Specialized Mobile Radio" or "SMR," service. We
do not hold SMR licenses.

A cellular system operates on one of two 25 MHz frequency blocks in the
800 MHz band that the FCC allocates for cellular radio service. Cellular
systems principally are used for two-way mobile voice applications, although
they may be used for data applications and fixed wireless services as well.
Cellular licenses are issued for either metropolitan statistical areas or rural
service areas, two in each area. No entity may hold overlapping licenses.

A broadband PCS system operates on one of six frequency blocks in the
1800-1900 MHz bands allocated for personal communications services. PCS systems
generally are used for two-way voice applications although they may carry
two-way data communications and fixed wireless services as well. For the
purpose of awarding PCS licenses, the FCC has divided the United States into 51
large regions called major trading areas, which are comprised of 493 smaller
regions called basic trading areas. The FCC awarded two PCS licenses for each
major trading area, known as the "A" and "B" blocks, and four licenses for each
basic trading area known as the "C," "D," "E," and "F" blocks. Thus, generally,
six licensees are authorized to compete in each area. The two major trading
area licenses

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authorize the use of 30 MHz of PCS spectrum. One of the basic trading area
licenses is for 30 MHz of spectrum, and the other three are for 10 MHz each.
The FCC permits licensees to split their licenses and assign a portion, on
either a geographic or frequency basis or both, to a third party. We own some
disaggregated spectrum in various markets.

The FCC awarded initial PCS licenses by auction. Auctions began in 1995
with the 30 MHz major trading area licenses and concluded in 1998 with the last
of the basic trading area licenses. However, in March 1998, the FCC adopted an
order that allowed entities that won PCS 30 MHz C-Block licenses at auction to
obtain financial relief from their payment obligations and to return some or
all of their C-Block licenses to the FCC for reauctioning. In addition, some of
the C-block licenses are currently in bankruptcy proceedings. For these
reasons, not all available PCS licenses have been granted.

Under the FCC's current rules specifying spectrum aggregation limits
affecting wireless licensees, no entity may hold attributable interests,
generally 20% or more of the equity of, or an officer or director position
with, the licensee, in licenses for more than a total of 45 MHz of PCS,
cellular and various specialized mobile radio services where there is
significant overlap in any geographic area. Significant overlap will occur when
at least 10% of the population of the PCS licensed service area is within the
cellular and/or specialized mobile radio service area(s). The FCC recently
increased this limit to 55 MHz in situations in which a 25 MHz cellular rural
service area is attributed to a 30 MHz PCS license. This spectrum "cap"
restricts us from acquiring all of the cellular and PCS spectrum we anticipate
we will need to meet future demand in our largest markets. The 700 MHz and WCS
bands are not subject to the cap.

We must satisfy a range of FCC-specified coverage requirements. For
example, cellular licensees were required, during the five years following the
grant of the license, to construct their systems to provide service at a
specified minimum signal strength to the territory encompassed by their service
area. Failure to provide that coverage resulted in reduction of the relevant
license area by the FCC. All 30 MHz PCS licensees must construct facilities
that offer coverage to one-third of the population of the service area within
five years of the original license grants and to two-thirds of the population
within 10 years. All 10 MHz PCS licensees must construct facilities that offer
coverage to one-fourth of the population of the licensed area or "make a
showing of substantial service in their license area" within five years of the
original license grants. Licensees that fail to meet the coverage requirements
may be subject to forfeiture of the license.

For a period of up to five years after the grant of a PCS license, subject
to extension, a PCS licensee is licensed on a co-primary basis with existing
licensees that operate certain fixed microwave systems within its license area
under certain circumstances. In an effort to balance the competing interests of
existing microwave users and newly authorized PCS licensees, the FCC adopted a
transition plan to relocate those microwave operators to other spectrum blocks
and a cost sharing plan so that if the relocation of an incumbent benefits more
than one PCS licensee, those licensees will share the cost of the relocation.
The transition and cost sharing plans expire on April 4, 2005, at which time
remaining microwave incumbents in the PCS spectrum will be responsible for the
costs of relocating to alternate spectrum.

In addition to cellular and PCS licenses, we currently hold several WCS
licenses. A WCS system operates on one of two 10 MHz frequency blocks in the
2300 MHz band. In 1997, the FCC granted licenses for this service in
geographical areas known as "Regional Area Economic Groupings," each of which
is comprised of multiple "Major Economic Areas." WCS spectrum is not subject to
the spectrum aggregation limit, but is subject to most other FCC rules and
policies governing the licensing and operation of wireless systems.

We use common carrier point-to-point microwave facilities and dedicated
facilities leased from communications companies or other common carriers to
connect our wireless cell sites, and to link them to the main switching office.
Where we use point-to-point microwave facilities, the FCC licenses these
facilities separately, and they are subject to regulation as to technical
parameters and service. Microwave licenses must also be renewed every 10 years.

<PAGE>

Narrowband Services

We hold a variety of authorizations granted by the FCC to provide paging
services, including two nationwide paging licenses. We hold paging
authorizations in the 150 MHz, 450 MHz and 900 MHz paging bands. These licenses
are assigned both on a per transmitter basis and on geographic licensing areas.
Paging licenses were awarded historically on a per transmitter basis and most
of our paging licenses were awarded on this basis. The FCC requires paging
licensees to construct their stations and begin service to the public within a
specified period of time, which under the per transmitter rules is one year.
Failure to do so would result in cancellation of the license.

In 2000, the FCC commenced auctioning market area licenses on a major
economic area basis for the paging spectrum and the FCC auctioned the market
area licenses for the 900 MHz spectrum that we hold. The market area licensee
is required to protect the incumbent licensee from interference from the new
market area license, but the market area licensee did not have any relocation
rights. We were awarded market area licenses for 900 MHz paging spectrum for
primarily the same geographic areas that we currently hold per transmitter
licenses, although we did not obtain market area licenses for all per
transmitter licenses. Under these market area licenses, we are obligated to
provide service to 33% of the population in the market area within 3 years from
the date of grant, and 66% of the population in the area within 5 years from
the date of grant. Failure to do so would result in a cancellation of the
license.

In 1994, the FCC allocated two MHz within the 900 MHz spectrum band for
the provision of narrowband PCS services. The FCC established a channel plan
for this narrowband PCS spectrum and licensed it on a nationwide, regional,
major trading and basic trading area basis. The FCC also set aside an
additional one MHz of 900 MHz spectrum for narrowband PCS, but did not
establish a channel plan or geographic licensing mechanism for this reserve
spectrum. In 1994, AirTouch obtained one nationwide 10-12.5 kilohertz
nationwide license in the first narrowband PCS auction and, in 1995, obtained
three regional 50-12.5 kilohertz channels in the regional narrowband PCS
auction. Subsequently, the FCC has determined that the remaining unlicensed
channels in the two MHz of already allocated and channelized narrowband PCS are
to be auctioned on a major trading area basis and the FCC has tentatively
concluded to hold such auction in the first quarter of 2001.

On May 18, 2000, the FCC adopted an order addressing additional narrowband
PCS spectrum. In that order, the FCC tentatively concluded that it should
allocate and establish a channel plan for the one MHz of reserve spectrum. The
FCC also sought comment on whether the existing allocated, but unlicensed
channels, and reserve spectrum should be licensed on a nationwide or other
geographic basis and the appropriate channel plan for such spectrum. The FCC
has also tentatively concluded that such reserve spectrum should be auctioned
at the same time as the remaining unlicensed narrowband PCS channels.

Transfers and Assignments of Wireless Licenses

The Communications Act and FCC rules require the FCC's prior approval of
the assignment or transfer of control of a license for a wireless system.
Before we can complete any such purchase or sale, we must file appropriate
applications with the FCC, and the public is by law granted a period of time,
typically 30 days, to oppose or comment on them. In addition, the FCC has
established transfer disclosure requirements that require licensees who assign
or transfer control of a license acquired through an auction within the first
three years of their license terms to file associated sale contracts, option
agreements, management agreements or other documents disclosing the total
consideration that the licensee would receive in return for the transfer or
assignment of its license. Non-controlling minority interests in an entity that
holds a FCC license generally may be bought or sold without FCC approval,
subject to the FCC's spectrum aggregation limits. However, notification and
expiration or earlier termination of the applicable waiting period under
Section 7A of the Clayton Act by either the Federal Trade Commission or the
Department of Justice may be required, as well as approval by, or notification
of, state or local regulatory authorities having competent jurisdiction, if we
sell or acquire wireless systems.

<PAGE>

Foreign Ownership

Under existing law, no more than 20% of an FCC licensee's capital stock
may be owned, directly or indirectly, or voted by non-U.S. citizens or their
representatives, by a foreign government or its representatives or by a foreign
corporation. If an FCC licensee is controlled by another entity, as is the case
with our ownership structure, up to 25% of that entity's capital stock may be
owned or voted by non-U.S. citizens or their representatives, by a foreign
government or its representatives or by a foreign corporation. Foreign
ownership above the 25% level may be allowed should the FCC find such higher
levels not inconsistent with the public interest.

In its March 30, 2000 order approving the combination of the U.S. wireless
operations of Bell Atlantic and Vodafone, the FCC concluded that the public
interest would be served by allowing us to be indirectly owned by Vodafone in
an amount up to 65.1%, but stated that additional FCC approval would be
necessary before Vodafone could increase its investment further. The FCC also
stated that it would have to approve in advance any acquisition by any other
foreign entity or entities, in the aggregate, of an ownership interest of 25%
or more. In addition, as part of the FCC's approval of the combination between
Bell Atlantic and Vodafone, the parties entered into an agreement with the U.S.
Department of Defense, Department of Justice and Federal Bureau of
Investigation which imposes national security and law enforcement-related
obligations on the ways in which we store information and otherwise conduct our
business. This agreement contains sanctions should we not comply with it.

Spectrum Acquisitions

We can attempt to meet our needs for new spectrum in two ways, by
acquiring spectrum held by others or by acquiring new spectrum licenses from
the FCC. The Communications Act requires the FCC to award new licenses for
commercial wireless services to applicants through a competitive bidding
process. Therefore, if we need additional spectrum, we may be able to acquire
that spectrum by participating in an auction for any new licenses that may
become available or by purchasing existing facilities and incorporating them
into our system, provided that we are permitted to do so under FCC rules. We
cannot assure you that we will be able to acquire spectrum to meet our
projected needs on a timely basis or at all, given the competition for licenses
among commercial mobile radio service providers and others seeking to become
mobile radio service providers.

There are two pending FCC auctions of spectrum that may be suitable for
the growth of our business. In November 2000, the FCC plans to commence an
auction of C-block and F-block PCS licenses that have been reclaimed from high
bidders in previous auctions. There are likely to be 15 MHz and 10 MHz licenses
available, but not in every market. Moreover, current FCC rules restrict
eligible bidders to "designated" entities and thus exclude us, although the FCC
has proposed the partial removal of these restrictions. Many of the licenses
that will be available in this auction are the subject of pending litigation by
the original licensee, NextWave Communications, Inc., which has appealed to the
federal courts the FCC's action cancelling NextWave's licenses and reclaiming
the spectrum. We cannot assure you that NextWave will not prevail in its
lawsuit, and that the FCC will not be obligated to return the licenses to
NextWave, even if we have been awarded any of the licenses at auction.

In March 2001, the FCC plans to commence an auction of licenses in the 700
MHz band. Existing television stations currently operate on channels 60-69 in
this band. Although these stations have been awarded a second channel to
establish digital service, they also have the right to continue operation on
the current channel through 2006, and potentially longer if various conditions
are not met. The FCC will offer one 20 MHz and one 10 MHz license in the 700
MHz band in each of six geographic areas of the country. Absent adoption of new
federal legislation or rules that lead to "clearing" of the 700 MHz band
earlier than current law requires, this spectrum would be of limited use in the
short-term for mobile services.

There are additional spectrum bands that may be suitable for our business,
but this spectrum has not been allocated nor are auctions of this spectrum
imminent.

At the International Telecommunications Union's recent World
Radiocommunication Conference, the member countries designated certain spectrum
bands for use internationally by IMT-2000 services, which would include 3G
technologies. Previously, the ITU had identified the 1885-2025 MHz and
2110-2200 MHz bands for IMT-2000.

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Two new bands for the terrestrial component of IMT-2000 were identified at
1710-1885 MHz and 2500-2690 MHz. The multi-band approach is intended to allow
individual countries to decide at a national level the bands to make available
for IMT-2000, the services to specify for each band used, the transition
procedures to implement IMT-2000 and the timing of availability for any bands.
The conference decision does not place a priority on any specific band nor does
it preclude the use of the designated bands for other types of mobile services
or by existing services.

In the United States, the 1710-1850 MHz band is used by the government,
though the 1710-1715 MHz band has been reallocated for commercial use. The
2500-2690 MHz band is allocated for fixed terrestrial, wireless services. The
spectrum at 1885-2025 MHz is used for PCS and Mobile-Satellite Service, and the
2110-2200 MHz band is used for fixed microwave services and Mobile Satellite
Service.

The next step is for the United States to decide which of these bands to
make available for IMT-2000 services. This decision will be influenced by
demonstrations of need and timing of such need, the nature of incumbent uses
and the actions of other countries in selecting bands for IMT-2000 services.
The FCC would have to complete the allocation process, adopt rules governing
the service and then conduct an auction to award licenses. There are incumbent
users, including the federal government itself, on much of the specified bands,
and this will likely lead to protracted proceedings before the FCC and other
federal agencies before it can be cleared for allocation and licensing for
commercial wireless services. While we intend to pursue additional spectrum
allocations vigorously, we can provide no assurance that we will be successful
in that effort.

Recent Regulatory Developments

The FCC does not specify the rates we may charge for our services nor does
it require us to file tariffs for our U.S. wireless operations. However, the
Communications Act states that an entity that provides commercial mobile radio
services is a common carrier, and is thus subject to the requirements of the
Act that it not charge unjust or unreasonable rates, nor engage in unreasonable
discrimination. The FCC may invoke these provisions to regulate the rates,
terms and conditions under which we provide service. In addition, the Act
defines a commercial mobile radio service provider as a telecommunications
carrier, which makes it subject it to a number of other regulatory requirements
in its dealings with other carriers and subscribers. These requirements impose
restrictions on our business and increase our costs. Among the requirements
that affect us are the following:

The FCC has imposed rules for making emergency 911 services available by
cellular, PCS and other broadband commercial mobile radio service providers,
including enhanced 911 services that provide the caller's communications
number, location and other information. These rules require us to make
significant investments in our network and to reach agreements both with
vendors of 911 equipment and state and local public safety dispatch agencies.
Commercial mobile radio service providers are required to take actions enabling
them to relay a caller's automatic number identification and cell site if
requested to do so by a public safety dispatch agency at the provider's own
cost. Other rules which take effect in 2001 will require providers to transmit
the coordinates of the customer's location, either by means of network-based or
handset-based technologies. Providers may not demand cost recovery as a
condition of doing so, although they are permitted to negotiate cost recovery.

The FCC has established federal universal service requirements that affect
commercial mobile radio service operators. Under the FCC's rules, commercial
mobile radio service providers are potentially eligible to receive universal
service subsidies for the first time; however, they are also required to
contribute to the federal universal service fund and may be required to
contribute to state universal funds. Many states also are moving forward to
develop state universal service fund programs. A number of these state funds
require contributions, varying greatly from state to state, from commercial
mobile radio service providers. If these programs expand they will impose a
correspondingly growing expense on our business.

The FCC has adopted rules regulating the use of telephone numbers by
wireless and other providers as part of an effort to achieve more efficient
number utilization. In addition, it adopted rules on communications number
portability that will enable customers to keep their wireline communications
number when switching to another carrier. Wireless carriers must offer number
portability to their customers beginning in 2002. The FCC has also adopted
rules requiring wireless providers to provide functions to facilitate
electronic surveillance by law

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enforcement officials pursuant to the Communications Assistance for Law
Enforcement Act of 1995. These obligations are likely to impose costs on us
that may be significant to purchase, install and maintain the network software
and other equipment needed.

The Communications Act and the FCC's rules grant various rights and impose
various obligations on commercial mobile radio service providers when they
interconnect with the facilities of local exchange carriers. Generally,
commercial mobile radio service providers are entitled to "reciprocal
compensation," in which they are entitled to collect the same charges for
terminating wireline-to-wireless traffic on their system that the local
exchange carriers charge for terminating wireless-to-wireline calls.
Interconnection agreements are typically negotiated by carriers, but in the
event of a dispute, state public utility commissions, courts and the FCC all
have a role in enforcing the interconnection provisions of the Act. Although we
have local exchange carrier interconnection agreements in place in our service
areas, those agreements are subject to modification, expiration or termination
in accordance with their terms. We cannot assure you that we will be able to
maintain the same interconnection prices or terms that we currently have in our
agreements. In addition, if we are unable in the future to obtain what we view
as acceptable interconnection agreements, we would likely have to litigate
these matters at our expense before courts, state commissions or the FCC.

In August 2000, the FCC addressed the extent to which the Communications
Act limits plaintiffs in class action lawsuits against commercial mobile radio
service providers to recover damages and obtain other remedies based on alleged
violations of state consumer protection statutes and common law. It held that
the Act did not preempt state rate regulation as a matter of law, but that
whether a specific damage award is prohibited would depend on the facts of a
particular case. This ruling might promote the filing of additional class
actions against the industry and increase the potential for damages awards by
courts.

In 1997, the FCC determined that commercial mobile radio service providers
are subject to the interstate, interexchange rate averaging and integration
provisions of the Communications Act. The FCC also delayed the requirement to
integrate commercial mobile radio service long distance rates among commercial
mobile radio service affiliates. In July 2000, a Federal appeals court
invalidated the FCC's application of rate integration to commercial mobile
radio services and remanded the matter to the agency. The FCC has not yet
decided whether it will pursue this matter by seeking to reinstate a wireless
rate integration rule. To the extent that we offer services subject to any
ultimate rate integration requirements, these requirements generally reduce our
pricing flexibility.

In 1999, the FCC adopted rules to govern customer billing by carriers. It
adopted additional detailed billing rules for landline telecommunications
service providers and is considering whether to extend these rules to
commercial mobile radio services providers. The FCC may require that more
billing detail be provided to consumers, which could add to the expense of the
billing process as systems are modified to conform to any new requirements. The
FCC also is considering whether carriers that decide to pass through their
mandatory universal service contributions to their customers should be required
to provide a full explanation of the program, and whether to ensure that the
carriers that pass through their contribution do not recover amounts greater
than their mandatory contributions from their customers. Adoption of some of
the FCC's proposals could increase the complexity of our billing processes and
restrict our ability to efficiently bill customers for services.

In 1999, the FCC adopted an order that determines the obligations of
telecommunications carriers to make their services accessible to individuals
with disabilities. The order requires wireless and other providers to offer
equipment and services that are accessible to and useable by persons with
disabilities. While the rules exempt telecommunications carriers from meeting
general disability access requirements if these results are not readily
achievable, it is not clear how the FCC will construe this exemption.
Accordingly, the rules may require us to make material changes to our network,
product line or services at our expense.

State Regulation and Local Approvals

With the rapid growth and penetration of wireless services has come a
commensurate surge of interest on the part of state legislatures and state
public utility commissions in regulating our industry. This interest has taken
the form of efforts to regulate customer billing, termination of service
arrangements, advertising, filing of

<PAGE>

"informational" tariffs, certification of operation, and many other areas. We
anticipate that this trend will continue. It will require us to devote legal
and other resources to working with the states to respond to their concerns
while minimizing any new regulation that could increase our costs of doing
business.

While the Communications Act generally preempts state and local
governments from regulating entry of, or the rates charged by, wireless
carriers, it also permits a state to petition the FCC to allow it to impose
commercial mobile radio service rate regulation. No state currently has such a
petition on file, but as wireless service continues to grow, this potential
area of new regulation cannot be ignored. In addition, the Act does not preempt
the states from regulating the "terms and conditions" of wireless service.
Several states have invoked this language to impose, or propose various
consumer protection regulations on the wireless industry. States also may
impose their own universal service support regimes on wireless and other
telecommunications carriers, similar to the requirements that have been
established by the FCC. At the local level, wireless facilities typically are
subject to zoning and land use regulation. Neither local nor state governments
may categorically prohibit the construction of wireless facilities in any
community or take actions, such as indefinite moratoria, which have the effect
of prohibiting construction. Nonetheless, securing state and local government
approvals for new tower sites has been and is likely to continue to be
difficult, lengthy and costly.

In addition, state commissions have become increasingly aggressive in
their efforts to conserve telephone numbering resources. These efforts may
impact wireless service providers disproportionately by imposing additional
costs or limiting access to numbering resources. Examples of state conservation
methods include number pooling, number rationing and code sharing. In many
markets, the supply of new numbers is inadequate to meet growing customer
demands, but states have been and continue to be reluctant to deploy new area
codes.

Finally, states have become more active in imposing fees on wireless
carriers for items such as the use of public rights of way. These fees are
generally passed through to our customers and result in higher costs to our
subscribers.

<PAGE>

MANAGEMENT

Executive Officers and Directors

The following table presents information regarding the persons who will be
our executive officers and directors or other significant employees upon
closing of the offering. Prior to formation of our company, the executive
officers listed below were executive officers of the partnership and some of
the directors listed below were members of the board of representatives of the
partnership. The dates of service with our company provided in the biographical
information below this table include service with the partnership.

<TABLE>
<S> <C> <C>
Name Age Position
---- --- --------
Ivan G. Seidenberg.......... 53 Chairman of the Board
Christopher C. Gent......... 52 Director
Dennis F. Strigl............ 54 Director, President and Chief Executive Officer of Verizon Wireless
Lawrence T. Babbio, Jr...... 55 Director
Michael T. Masin............ 55 Director
Kenneth J. Hydon............ 55 Director
William L. Keever........... 54 Director
Lowell C. McAdam............ 46 Executive Vice President and Chief Operating Officer
Richard J. Lynch............ 52 Executive Vice President and Chief Technical Officer
Edward Langston............. 47 Vice President and Chief Financial Officer
Roger Gurnani............... 39 Vice President--Information Systems and Chief Information Officer
David Benson................ 50 Vice President--Strategic Planning and Business Development
Debra Carroll............... 36 Vice President--Marketing
Marc C. Reed................ 41 Vice President--Human Resources
S. Mark Tuller.............. 52 Vice President--Legal & External Affairs, General Counsel and
Secretary
James J. Gerace............. 37 Vice President--Corporate Communications
</TABLE>

Ivan G. Seidenberg has been Chairman of the board of directors of Verizon
Wireless since the company's launch in April 2000. He became Co-Chief Executive
Officer of Verizon Communications in June 2000 upon completion of the Bell
Atlantic-GTE merger and will become the sole Chief Executive Officer of Verizon
Communications in 2002. He had been Chairman of Bell Atlantic Corporation since
December 1998 and was previously the Chief Executive Officer from June 1998 and
Vice Chairman, President and Chief Operating Officer from 1997. From 1995 to
1997 he was the Chairman and Chief Executive Officer of NYNEX Corporation. His
career in the communications industry also includes positions as vice chairman
of NYNEX's Telecommunications Group and president of its Worldwide Information
and Cellular Services Group. He serves on the boards of directors of Honeywell,
American Home Products Corp., Boston Properties, Inc., CVS Corp., Viacom Inc.,
the Museum of Radio and Television, the National Urban League, the Hall of
Science and Pace University.

Christopher C. Gent has been a director of Verizon Wireless since the
company's launch in April 2000. He has been a member of the board of directors
of Vodafone since August 1985 and the Chief Executive Officer of that company
since January 1997. He was the managing director of Vodafone Limited, the U.K.
network operator, from January 1985 to December 1996 and a director of Vodafone
Fiji Limited from October 1993 to January 1996 and Vodafone Group (Pty) Limited
from July 1993 to December 1996. He is Chairman of the Supervisory Board of
Mannesmann AG.

Dennis F. Strigl has served as President and Chief Executive Officer of
Verizon Wireless since the company's launch in April 2000. He had been
President and Chief Executive Officer of Bell Atlantic Mobile and its
predecessors since 1991, and was also Group President and Chief Executive
Officer of Bell Atlantic Global Wireless Group since 1997. Mr. Strigl served as
President of Ameritech Mobile Communications from 1984 to 1986, where he was
instrumental in launching the nation's first cellular communications network.
He later served as President and Chief Executive Officer of Applied Data
Research Inc., and Vice President-Operations and Chief Operating Officer

<PAGE>

for New Jersey Bell. Mr. Strigl is a past chairman and current board member of
the Cellular Trade Industry Association, and currently serves on the boards of
directors of Salient 3 Communications, Inc. and Anadigics Inc.

Lawrence T. Babbio, Jr. has been a director of Verizon Wireless since the
company's launch in April 2000. He became President and Vice Chairman of
Verizon Communications in June 2000 upon completion of the Bell Atlantic-GTE
merger. From December 1998 until June 2000 he had been President and Chief
Operating Officer, and a member of the Office of the Chairman, of Bell Atlantic
Corporation. From 1997 until 1998, he served as President and Chief Executive
Officer of Bell Atlantic's Network Group and Chairman of the company's Global
Wireless Group, one of the largest wireless operations worldwide, and was Vice
Chairman of Bell Atlantic Corporation prior to its merger with NYNEX. He serves
on the boards of directors of Compaq Computer Corporation and ARAMARK
Corporation.

Michael T. Masin has been a director of Verizon Wireless since the
company's launch in April 2000. He became Vice Chairman and President of
Verizon Communications in June 2000 upon completion of the Bell Atlantic-GTE
merger. He had served as Vice Chairman of GTE Corporation since 1993. Mr. Masin
was a partner with the law firm of O'Melveny & Myers from 1977 until 1993. He
is a member of the Board of Directors of Citigroup, Inc., CANTV, BCT.Telus
Communications and the Puerto Rican Communications Company.

Kenneth J. Hydon has been a director of Verizon Wireless since the
company's launch in April 2000. He is Vodafone's financial director and has
been a member of Vodafone's board of directors since 1985. He is director of
several subsidiaries of Vodafone, including Vodafone AirTouch International
Holdings BV, and promotes U.S. investor relations. Mr. Hydon is a member of the
Supervisory Board of Mannesmann AG.

William L. Keever has been a director of Verizon Wireless since the
company's launch in April 2000. He has been President, Americas and Asia Region
for Vodafone since April 2000. From August 1999 to April 2000, Mr. Keever was
Executive Vice President of Network & Systems Operations of AirTouch Cellular,
and from 1998 to August 1999, he was President of AirTouch International. He
was the Executive Vice President, German Operations -- AirTouch from 1997 to
1998 and prior to that, Vice President, International--AirTouch Communications
since 1994.

Lowell C. McAdam has been our Executive Vice President and Chief Operating
Officer since the company's launch in April 2000. From September 1997 to April
2000, he was President and Chief Executive Officer of PrimeCo. Prior to that he
was the Executive Vice President and Chief Operating Officer of PrimeCo since
November 1994. Mr. McAdam joined AirTouch in 1993 where he served in a number
of key positions, including Vice President-International Operations, and Lead
Technical Partner for cellular ventures in Spain, Portugal, Sweden, Italy,
Korea and Japan. From 1983 to 1993, he held various executive positions with
Pacific Bell.

Richard L. Lynch has been our Executive Vice President and Chief Technical
Officer since the company's launch in April 2000. From 1995 to 2000, he was the
Executive Vice President and Chief Technology Officer for Bell Atlantic Mobile
and Bell Atlantic NYNEX Mobile. He is a founding member and current executive
board member of the CDMA Development Group, an organization responsible for
promotion, advancement, deployment and future developments of CDMA, and is also
a past chairman and a current member of the board of the Wireless Data Forum.
He serves on the Board of Directors of Sierra Wireless.

Edward Langston has been our Vice President and Chief Financial Officer
since the company's launch in April 2000. From July 1999 to March 2000 he was
the Director and Chief Financial Officer for AirTouch Communications. He served
in several key positions while at Vodafone from February 1995 to March 2000,
including Financial Director for Vodacall and Vodapage. Prior to joining
Vodafone, he held a variety of finance positions at several companies,
including GE Capital, Lombard Tricity Finance, Marconi Space and Defense
Systems, and KPMG Peat Marwick. He is a member of the Institute of Certified
Accountants in England, having qualified in 1978.

Roger Gurnani has been our Vice President-Information Systems and Chief
Information Officer since the company's launch in April 2000. From April 1997
to April 2000, he served as Vice President and Chief Information

<PAGE>

Officer at Bell Atlantic Mobile. Prior to joining Bell Atlantic Mobile, he was
Executive Director-Broadband Systems with Bell Atlantic from October 1994 to
April 1997. Prior to that, Mr. Gurnani held a number of information technology
positions at WilTel (now WorldCom).

David Benson has been our Vice President-Strategic Planning and Business
Development since the company's launch in April 2000. From July 1995 to April
2000, he served as Vice President and Chief Financial Officer of Bell Atlantic
Mobile. Prior to that, he was Assistant Comptroller-Financial Planning for
NYNEX Corporation. Mr. Benson began his career with New England Telephone in
1971.

Debra Carroll has been our Vice President-Marketing since the company's
launch in April 2000. From March 1998 to April 2000 she served as Vice
President-Marketing for Bell Atlantic Mobile. Previously she served as
Executive Director of Marketing and Inside Sales for Bell Atlantic NYNEX Mobile
from July 1995 to March 1998. She joined Bell Atlantic Mobile in 1989 and began
her career with New Jersey Bell in 1986.

S. Mark Tuller has been our Vice President-Legal and External Affairs,
General Counsel since the company's launch in April 2000 and our secretary
since May 2000. He served as Vice President -- Legal and External Affairs,
General Counsel and Secretary for Bell Atlantic Mobile and Bell Atlantic NYNEX
Mobile from 1995 to 2000. Previously, he was Vice President and General Counsel
for Bell Atlantic Mobile since 1992. He was at Bell Atlantic Network Services
Inc. beginning in 1990. In 1986, he moved to Bell Atlantic corporate
headquarters and previously he was Vice President and General Counsel for Bell
Atlanticom System, Inc. Mr. Tuller began his legal career at the Federal Trade
Commission where he served as Attorney Advisor to the chairman. He later
practiced antitrust and general business litigation at Arnold & Porter.

Marc C. Reed has been our Vice President-Human Resources since the
company's launch in April 2000. He was Vice President--Human Resources for GTE
Communications Corporation (GTECC), GTE's competitive local exchange carrier,
from 1997 to 1999. Prior to that, Mr. Reed was Director-Human Resources for GTE
Wireless from 1993 to 1997. He began his career with GTE in 1986 at GTE's world
headquarters.

James J. Gerace has been our Vice President-Corporate Communications since
the company's launch in April 2000. From July 1995 to April 2000, he was the
Vice President-Corporate Communications at Bell Atlantic Mobile. Prior to that,
he served as Director of Public Relations for NYNEX Mobile Communications
beginning in 1991. He began his wireless communications career with NYNEX
Mobile Communications in 1986 as Manager of Employee Communications.

In addition, we expect to name three additional independent directors to
our board of directors in connection with this offering. As described under
"Description of Capital Stock--Common Stock," holders of our Class A common
stock, Class B common stock and Class C common stock have different voting
rights for the election of directors. We refer to the directors elected by
holders of Class B common stock as the Class B directors, the directors elected
by holders of Class C common stock as the Class C directors and the directors
elected by all holders of our common stock, including the Class A stockholders,
as the Class A directors. are our initial Class B directors, and
are our initial Class C directors.

Board Committees

Audit Committee. We will form an audit committee shortly after completion
of this offering. The audit committee will consist of at least three Class A
directors. In addition, so long as the directors are independent under the
rules of any national securities exchange on which our securities are then
listed: (1) the Class B directors may designate one or more Class B directors
to serve on the audit committee and (2) the Class C directors may designate one
or more Class C directors to serve on the audit committee.

The audit committee will review and, as it deems appropriate, recommend to
the board of directors the internal accounting and financial controls for
Verizon Wireless and the accounting principles and auditing practices and
procedures to be employed in preparation and review of our financial
statements. In addition, the audit committee will review related party
transactions. The audit committee will also make recommendations to the board
concerning

100

<PAGE>

the engagement of independent public auditors and the scope of the audit to be
undertaken by such auditors and supervise and report on corporate compliance
functions.

Compensation Committee. We will also form a compensation committee, which
will be comprised of at least one Class B director, one Class C director and
such other number of directors as the board may determine. The compensation
committee will review and, as it deems appropriate, recommend to the board of
directors policies, practices and procedures relating to the compensation of
the officers and other managerial employees and the establishment and
administration of employee benefit plans. The compensation committee will also
exercise all authority under our employee equity incentive plans and will
advise and consult with our officers as may be requested regarding managerial
personnel policies.

Executive Committee. After the offering, we will form an executive
committee. Our certificate of incorporation and bylaws provide that the
executive committee's composition will be as follows:

o If there are at least three classes of common stock outstanding, the
executive committee will consist of

- one Class A director;
- three Class B directors; and
- one Class C director.

o If there are no shares of Class B common stock outstanding, the
executive committee will consist of

- two Class A directors; and
- one Class C director.

o If there are no shares of Class C common stock outstanding, the
executive committee will consist of

- two Class B directors; and
- one Class A director.

If there is only one class of common stock outstanding, the board may
establish an executive committee with any members it chooses.

We currently anticipate that will be members of the executive committee.
The executive committee will exercise all of the power and authority of the
board of directors, to the extent permitted by law, except that the significant
decisions described below under "-Special Committee" must be approved by the
special committee and the full board of directors, except to the extent
delegated to other committees.

Special Committee. Immediately following the offering, we will form a
special committee which will consist of a Class B director selected by a
majority of the Class B directors and a Class C director selected by a majority
of the Class C directors, so long as the number of outstanding shares of each
class of common stock plus the number of partnership units held by holders of
that class and their included affiliates is equal to at least 20% of the
outstanding units in the partnership. If the holders of either class fail to
satisfy that test, then the special committee will only consist of the director
representing the other class. If both classes fail that test, then the special
committee will be abolished. We currently anticipate that and will
be members of the special committee. Special committee approval will be required
before any proposal is submitted for the approval of our board of directors in
connection with the following significant decisions, subject to various
qualifications and exceptions:

o the engagement by our company in any business other than our
activities as managing general partner of the partnership and other
incidentally related activities, or by the partnership in any line of
business other than the operation of a U.S. wireless network and
incidentally related activities;

o the voluntary dissolution or liquidation of the partnership or
similar actions, or failure to maintain our company's or the
partnership's existence, rights, franchises and privileges;

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<PAGE>

o any acquisitions or dispositions of assets of the company, the
partnership or any other subsidiary which in the aggregate have a
fair market value in excess of 20% of the fair market value of all of
the net assets of the partnership and its subsidiaries on a
consolidated basis;

o transactions between our company or the partnership and a partner or
affiliate of a partner having a value in excess of specified amounts
other than transactions under existing agreements;

o the issuance of partnership units or the admission of partners to the
partnership, other than to existing partners or their permitted
transferees under existing agreements;

o mergers, consolidations or similar transactions in which our company
or the partnership is a party other than acquisitions of assets with
a fair market value of less than 20% of the fair market value of all
of the net assets of the partnership on a consolidated basis where no
partnership units are issued;

o the repurchase by our company of its equity securities, other than in
connection with incentive plans, or by the partnership of partnership
units unless permitted under existing agreements;

o any modification of the partnership agreement, other than changes to
the distribution policy beginning in 2005;

o additional capital calls or contributions to the partnership, except
the contribution by our company of proceeds from stock issuances in
connection with option exercises;

o the selection or removal of our or the partnership's independent
certified public accountants, if such accountants are the principal
independent certified public accountants of the parent of the
majority of the holders of Class B common stock; and

o any issuance of equity securities or securities convertible into
equity, other than issuances of stock options pursuant to incentive
plans.

Nominating Committee. Immediately following the offering, we will form a
nominating committee for purposes of selecting nominees to be recommended by
the board for election as directors. Two members of the nominating committee
will be selected by the Class B directors and one member of the nominating
committee will be selected by the Class C directors. Our bylaws will provide
that nominations for the Class A directors must be approved unanimously by all
members of the nominating committee.

Verizon Communications and Vodafone intend to enter into a stockholders'
agreement that will provide that they will jointly agree upon, and agree to
vote for, their nominees for Class A directors.

Other Committees. The board may, by affirmative vote of a majority of the
directors, form other committees from time to time. Pursuant to our bylaws,
these committees will in each case consist of at least one Class B director and
one Class C director and the number of other directors as the board may
determine.

Director Compensation

We intend to adopt a compensation plan for directors who are not officers
or employees of Verizon Wireless or related companies.

Executive Compensation

The compensation committee of our board of directors will establish and
administer the compensation and benefit plans for the chief executive officers
and each of our four most highly compensated executive officers upon the
closing of the offering, whom we refer to as named executive officers, other
than for Edward Langston. Mr.

102

<PAGE>

Langston is currently our chief financial officer pursuant to a secondment
agreement between the partnership and Vodafone. Vodafone compensates Mr.
Langston for his services, and the partnership then reimburses Vodafone.

Prior to the contribution of assets by Bell Atlantic and Vodafone to the
partnership on April 3, 2000, each of the named executive officers were
employed and compensated by one of our predecessor companies. After April 3,
2000, all of our named executive officers participated in the partnership's
benefit plans, which we anticipate will be amended and adopted by our company
upon the completion of the offering. In addition, Mr. Strigl continues to
participate in the Verizon Communications benefit plan and Mr. Langston
continues to participate in the Vodafone benefit plan.

Summary Compensation Table

As further described in the summary compensation table below, the
compensation structure for the named executive officers consists of:

o salary,

o short-term performance-based incentive paid in cash, and

o long-term incentive in the form of stock options to purchase common
stock.

Salary. Salaries listed in the table below indicate the total salary for
2000, including:

o the salary paid to each named executive officer in 2000 by the
applicable predecessor company;

o the salary paid to each named executive officer in 2000 by the
partnership until the closing of the offering; and

o the salary that we expect to pay to each named executive officer in
2000 after the closing of the offering.

Short-term incentives. Bonuses listed in the table below indicate:

o target incentive amounts pursuant to the applicable predecessor
companies' short-term incentive plan for the first quarter of 2000;
and

o each executive's target incentive amount pursuant to the
partnership's short-term incentive plan for the last three quarters
of 2000.

The ultimate award value under the partnership's short-term incentive plan
will be based on the achievement of predetermined revenue, operating cash flow
and net subscriber addition goals and quality and strategic objectives.

Mr. Strigl's short-term incentive amount will be based on his target
objectives pursuant to the Verizon Communications short-term incentive plan for
the first quarter of 2000 and his target incentive for the last three quarters
of 2000 pursuant to the partnership's short-term incentive plan. The ultimate
award value will be based on the performance of both Verizon Communications and
Verizon Wireless.

Mr. Langston's short-term incentive amount will be based on his target
objectives pursuant to the Vodafone Group short-term incentive plan.

Long-term incentives. Long-term compensation in the table below is the
annual target grant for each named executive officer pursuant to the
partnership's long-term incentive plan. Our compensation committee will set the
number of options granted to each of the named executive officers each year
based on a multiple of the officer's base salary divided by the value of an
option to purchase our Class A common stock. All stock options are granted with
an exercise price equal to the fair market value of the underlying stock.

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<PAGE>

Mr. Strigl receives grants of stock options to purchase the common stock
of Verizon Communications and the partnership in a ratio of 25%/75% of his
total long-term incentive value.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------------- -----------------------------------------------------
Restricted Shares of LTIP All Other
Salary Bonus Other Annual Stock Our Common Payments Compensation
Name and Principal Position ($) ($) Compensation Awards Stock(6) ($) ($)
--------------------------- ----------- ----------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dennis F. Strigl (1)............ $662,841.54 $543,497.27 -- -- -- -- $3,535,951.58
Chief Executive Officer
and President

Lowell C. McAdam (2)............ 437,806.83 309,067.35 -- -- -- $516,795.69 503,671.08
Executive Vice President and
Chief Operating Officer

Richard J. Lynch (3)............ 331,103.82 188,443.45 -- -- -- -- 669,995.49
Executive Vice President and
Chief Technical Officer

Edward Langston (4)............. 340,356.00 170,178.00 -- -- -- -- 474,902.04
Vice President and
Chief Financial Officer

S. Mark Tuller (5).............. 298,368.85 170,331.56 -- -- -- -- 691,411.33
Vice President- Legal & External
Affairs, General Counsel and
Secretary

</TABLE>

(1) Mr. Strigl's bonus represents (a) one quarter of his prior annual target
under the Bell Atlantic short-term incentive plan and (b) three quarters
of his annual target bonus under Verizon Communications' and the
partnership's short-term incentive plans. Mr. Strigl's other compensation
includes a merger retention bonus for $1,627,500, a contract expiration
bonus for $1,450,000, a company-paid split dollar life insurance premium
of $161,879.85, $5,100 in company contributions to the 401(k) plan and
$291,471.73 in company contributions to the Verizon Communications senior
management income deferral plan.

(2) Mr. McAdam's bonus represents (a) one quarter of his prior annual target
under the PrimeCo short-term incentive plan and (b) three quarters of his
annual target under the partnership's short-term incentive plan. Mr.
McAdam's other compensation includes a PrimeCo liquidation retention bonus
of $465,450 that vested upon the formation of the partnership and was
paid, a discretionary bonus of $21,721.08 and $16,500 in company
contributions to the 401(k) plan.

(3) Mr. Lynch's bonus represents (a) one quarter of his annual target under
the Bell Atlantic Mobile short-term incentive plan and (b) three quarters
of his annual target under the partnership short-term incentive plan. Mr.
Lynch's other compensation includes $5,100 in company contributions to the
401(k) plan, $5,080.01 to the executive savings plan, $99,815.48 to the
executive transition and retention retirement plan and a merger retention
bonus of $560,000.

(4) Mr. Langston is paid in UK pounds sterling. All amounts shown are in U.S.
dollars at an exchange rate of pound sterling 1 = $1.5060. Mr. Langston's
bonus represents his annual target under the Vodafone Group short-term
incentive plan. Mr. Langston's other compensation includes an expatriate
allowance of $66,264 and an expatriate bonus of $99,396. Mr. Langston
received a discretionary bonus of $301,200 and received company
contributions in the form of shares in Vodafone stock under the Vodafone
Group Profit Sharing Scheme with a value of $8,042.04.

(5) Mr. Tuller's bonus represents (a) one quarter of his prior annual target
under the Bell Atlantic Mobile short-term incentive plan and (b) three
quarters of his annual target under the partnership's short-term incentive
plan. Mr. Tuller's other compensation includes $4,057.48 in company
contributions to the 401(k) plan, $64,853.85 to the executive transition
and retention retirement plan, a retention bonus of $110,500 and merger
retention bonus of $512,000.

(6) Predecessor company grants were granted to named executives at fair market
value. See "--Option Grants."

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<PAGE>

Option Grants

The following tables describe grants of stock options or partnership value
appreciation rights to each of our named executive officers for the year ending
December 31, 2000.

Verizon Communications Stock Options

Options to purchase Verizon Communications common stock were granted
pursuant to the Verizon Communications long-term incentive plan, or its
predecessor.

Number of Potential Realizable
Securities % of Total Value at Assumed Annual Rates
Underlying Options Granted of Stock Price
Options to Employees in Exercise or Base Expiration Appreciation for
Name Granted Fiscal Year Price ($/Share) Date Option Term
--------------------- ---------- --------------- --------------- ---------- -------------------------------
5% 10%
------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Dennis F. Strigl(1).... 127,060 -- $59.2188 1/25/2010 $5,344,835 $13,943,482

</TABLE>

(1) On January 25, 2000, Mr. Strigl received 125,372 non-qualified stock
options at the strike price of $58.2188 and 1,688 incentive stock options
at the strike price of $58.2188.

The potential realizable value is calculated based on the term of the
option. It is calculated assuming that the fair market value of the common
stock of Verizon Communications on the date of the grant, appreciates at
the indicated annual rates compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its
term for the appreciated stock price. These numbers are calculated based
on the requirements of the SEC and do not reflect our estimate of future
stock price growth.

Upon completion of the offering, Mr. Strigl will be awarded grants of
stock options of Verizon Communications and our company in a 25%/75%
ratio. Verizon Communications' options generally vest as to one-third of
the aggregate number of shares each year, commencing one year after the
date of grant. These options include a reload feature which provides that,
if an optionee exercises a stock option by delivering previously owned
shares that are sufficient to pay the exercise price plus applicable tax
withholdings, he or she will receive an additional stock option grant. The
number of shares represented by that option will be equal to the number of
previously owned shares surrendered in this transaction. This replacement
stock option will be granted with an exercise price equal to the fair
market value of the underlying stock on the date of grant and will become
exercisable six months from the date of the grant.

_______________________

Partnership Value Appreciation Rights

Partnership value appreciation rights were granted pursuant to the
partnership's long-term incentive plan and its predecessor plan, the Bell
Atlantic NYNEX Mobile long-term incentive plan.

Number of % of Total Exercise or Potential Realizable Value
Securities VARs Granted Base at Assumed Annual Rates
Underlying to Employees Price Per Expiration of Stock Price Appreciation
Name VARs Granted in Fiscal Year ($/VAR) Date for VAR Term
---------------------- ------------ -------------- ----------- ---------- -----------------------------
5% 10%
------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard J. Lynch(1)... 9,981 1.6% $76.0800 5/18/2010 $539,399 $1,407,172
S. Mark Tuller(1)..... 8,831 1.5% $76.0800 5/18/2010 $477,250 $1,245,040

</TABLE>

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<PAGE>

(1) On May 19, 2000, Messrs. Lynch and Tuller received a grant under Bell
Atlantic Mobile's long term incentive plan.

The potential realizable value is calculated based on the term of the
partnership value appreciation right. It is calculated assuming that the
fair market value of the value appreciation right on the date of grant
which represents the most recent appraisal date, respectively, and
appreciates at the indicated annual rates compounded annually for the
entire term of the value appreciation right and that the right is
exercised and sold on the last day of its term for the appreciated stock
price. These numbers are calculated based on the requirements of the SEC
and do not reflect our estimate of future stock price growth.

Upon completion of the offering granting the holder the right to purchase
Class A common stock, we intend to convert all of the outstanding value
appreciation rights to non-qualified stock options. Under the existing
terms of the partnership's long-term incentive plan, the value
appreciation rights that were granted during the current fiscal year vest
fully upon the third anniversary of their grant date. The conversion will
result in accelerated vesting of the remaining unvested portion of the
options after the conversion so that one third will become fully vested
upon the first anniversary of their grant date, two thirds upon the second
anniversary of their grant date and the remainder will become fully vested
upon the third anniversary of their grant date.

_______________________

Vodafone Group Plc stock options

Options to purchase Vodafone Group Plc common stock were granted pursuant
to the Vodafone Group 1998 Company Share Option Scheme.

Number of % of Total Potential Realizable Value
Securities Options Granted Exercise or at Assumed Annual Rates
Underlying to Employees in Base Price Expiration of Stock Price Appreciation
Name Options Granted Fiscal Year ($/Share) Date for Option Term
----------------- --------------- --------------- ----------- ---------- -----------------------------
5% 10%
------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Edward Langston. 118,100 0.82% $4.2514 07/03/2010 $537,121.72 $1,401,230.59
</TABLE>

(1) On July 3, 2000, Mr. Langston received a grant under Vodafone Group's
stock option plan. See "--Plans--The Vodafone Group 1998 Company Share
Option Scheme."

The potential realizable value is calculated based on the term of the
option. It is calculated assuming that the fair market value of the common
stock of Vodafone Group Plc on the date of grant, appreciates at the
indicated annual rates compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its
term for the appreciated stock price. These numbers are calculated based
on the requirements of the SEC and do not reflect our estimate of future
stock price growth.

_______________________

Aggregate Exercise in Last Fiscal Year and Fiscal Year-End Values of
Options and Partnership Value Appreciation Rights

The following table provides information for the named executive officers
regarding exercises of Verizon Communications options, Grupo Iusacell, S.A. de
C.V. options, partnership value appreciation rights and Vodafone Group options
for the current fiscal year through the offering date. Additionally, the table
provides the value of

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<PAGE>

unexercised options and value appreciation rights which have been based on the
fair market value of the shares of common stock of Verizon Communications and
Vodafone Group Plc and on the external valuation of the partnership on July 10,
2000, less the applicable exercise price.

<TABLE>
<CAPTION>
Acquired on Equity Instruments Value of Unexercised
Exercise Value Unexercised at In-The-Money Options/
Name (#) Realized ($) Fiscal Year End (#) VARs Fiscal Year End ($)
----------------------- ----------- ------------- ---------------------------- --------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

Dennis F. Strigl (1).... 15,899 97,529.13 158,616 259,330 $ 616,568.24 $474,218.09
Lowell C. McAdam........ -- -- -- -- -- --
Richard J. Lynch (2).... 46,400 2,308,018.00 16,000 9,981 $ 521,120.00 --
Edward Langston(3)...... -- -- 192,000 309,100 $ 739,003.78 $349,958.74
S. Mark Tuller (2)...... 24,000 1,151,880.00 29,400 8,831 $1,267,398.00 --
</TABLE>

-------------------------------------
(1) Represents Verizon Communications and Grupo Iusacell, S.A. de C.V.
options.

(2) Represents partnership value appreciation rights granted pursuant to the
Bell Atlantic NYNEX Mobile long-term incentive plan.

(3) Represents Vodafone Group options.

Retirement and Other Plans

Verizon Communications Senior Management Income Deferral Plan. Mr. Strigl
participates in the Verizon Communications senior management income deferral
plan. This plan is a nonqualified, unfunded, supplemental retirement and
deferred compensation plan under which an individual account is maintained for
each participant. The plan allows the participants to defer voluntarily a
portion of their compensation and also provides retirement and other benefits
through credits to the participant's account under the plan. Participants are
allowed to defer up to 100% of their eligible compensation, which consists of:

o a participant's base salary in excess of the Internal Revenue Code
limit on compensation for qualified retirement plans, currently
$170,000, plus

o all of the participant's annual incentive award under the Verizon
Communications short-term incentive plan, plus

o retention awards or other bonuses which the plan administrator
determines are eligible for deferral.

If a participant defers income through the plan, Verizon Communications
provides a matching contribution equal to the rate of match under the qualified
savings plan for management employees. In most cases, that rate is 83 1/3% of
the first 6% of eligible compensation that is deferred. In addition, for the
first 20 years of participation in the plan, Verizon Communications
automatically makes retirement contributions to a participant's account equal
to 32% of eligible compensation, excluding retention awards and other special
bonuses for this purpose. Thereafter, Verizon Communications makes retirement
contributions equal to 7% of eligible compensation.

Verizon Communications maintains an individual account for each
participant in the income deferral plan. As of July 10, 2000 Mr. Strigl's
account balance attributable to Verizon Communications was $1,565,407.

AirTouch Communications Deferred Compensation Plan. Mr. McAdam
participates in the AirTouch Communications deferred compensation plan. This
plan is a nonqualified, supplemental retirement and deferred compensation plan.
The obligations under this plan are paid from a trust, which was established as
a result of AirTouch's merger with Vodafone Group Plc. The plan allows Mr.
McAdam to defer all or a part of his base salary and is eligible to receive a
company matching contribution up to 6% of his base salary in excess of the
Internal

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Revenue Code limit on compensation for qualified retirement plans, currently
$170,000, provided that Mr. McAdam has contributed $10,500 to the qualified
retirement plan on a pre-tax basis.

Bell Atlantic Mobile Executive Savings Plan. Messrs. Lynch and Tuller
participate in the Bell Atlantic Mobile executive savings plan. The plan allows
participants to defer voluntarily a portion of their compensation, and also
provides retirement benefits. Participants are allowed to defer:

o 6% of a participant's base salary in excess of the Internal Revenue
Code limit on compensation for qualified retirement plans, currently
$170,000, plus

o all or a portion of the participant's annual incentive award under
the Bell Atlantic Mobile short-term incentive plan.

If a participant defers base salary through the plan, the partnership
provides a matching contribution equal to the rate of match under the qualified
savings plan for management employees equal to 50% of the first 6% of base
salary contributed under the plan. This plan is a nonqualified, unfunded,
supplemental retirement and deferred compensation plan under which up to four
accounts are maintained for each participant as follows:

o supplemental employee contribution account - representing any
before-tax contributions made by the participant under the plan;

o supplemental matching contribution account - representing
contributions made by the company for each participant for whom a
before-tax contribution amount was credited to the participant's
supplemental employee contribution account under the supplemental
employee contribution account. The matching contribution is equal to
50% of the participants' supplemental employee contribution;

o variable matching contribution account - representing an additional
contribution made at the discretion of the company for each
participant for whom a before-tax contribution amount was credited to
the participant's supplemental employee contribution account
described above; and

o profit sharing contribution account - representing an additional
contribution made at the discretion of the company to all
participants of the plan regardless of the amount of any supplemental
employee contribution.

The portion of Messrs. Lynch's and Tuller's accounts attributable to our
company as of July 10, 2000 was $44,919.06 and $51,053.99, respectively.

Bell Atlantic NYNEX Mobile Executive Transition and Retention Retirement
Plan. Messrs. Lynch and Tuller participate in the Bell Atlantic NYNEX Mobile
executive transition and retention retirement plan. This plan is a
non-qualified, unfunded supplemental retirement plan under which an individual
account is maintained for each participant. Annually, an amount equal to 23%
and 20%, respectively, of base salary and actual bonus under the Bell Atlantic
Mobile short-term incentive plan is credited to accounts. Amounts are payable
upon separation from service with Verizon Wireless or any affiliated company.
As of July 10, 2000, Messrs. Lynch and Tullers' account balances were
$530,900.90 and $411,758.57, respectively.

Vodafone Group Pension. Mr. Langston participates in the Vodafone Group
Pension. This is a defined contribution funded unapproved retirement benefit
scheme and is restricted by the UK Inland Revenue earnings limits.

Verizon Wireless Long-Term Incentive Plan. The Verizon Wireless long-term
incentive plan, which is the partnership's long-term incentive plan, provides
for the following awards: incentive stock options, nonqualified stock options,
deferred stock, dividend equivalents, performance awards, restricted stock,
partnership unit value appreciation

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rights, stock appreciation rights, including contingent stock options and
contingent stock appreciation rights and other stock-based awards. Individuals
eligible to receive awards under this plan include the following categories who
perform services for the partnership or any affiliated company that
participates in the plan:

o members of the board of directors of Verizon Wireless or an
affiliated company;

o officers of Verizon Wireless or an affiliated company;

o other employees of Verizon Wireless or an affiliated company;

o individuals whose services are leased or seconded to Verizon Wireless
or an affiliated company; and

o consultants who perform bona fide services for Verizon Wireless or an
affiliated company.

Upon completion of the offering, the Verizon Wireless long-term incentive
plan will be administered by disinterested directors within the meaning of
Section 162(m) of the Internal Revenue Code.

Stock options granted under the partnership long-term incentive plan may
have a term of up to 10 years and may be either incentive stock options, within
the meaning of Section 422 of the Internal Revenue Code, or non-qualified stock
options. Stock options granted under the plan may not be assigned other than by
will or by applicable laws of descent and distribution or under a domestic
relations order approved by the committee. The option exercise price of each
stock option granted under the plan will not be less than the fair market value
of our Class A common stock on the date of the grant.

The aggregate number of shares of Class A common stock available for
awards under the plan will be of the outstanding number of shares of Class A
common stock at the time of the offering. Assuming the underwriters exercise
their over-allotment option in full, there would be shares of Class A common
stock reserved for issuance under the plan. The maximum number of shares for
which stock options or stock appreciation rights may be granted to any
participant in any calendar year is . These limits, as well as the exercise
price of outstanding awards and other award terms, are subject to appropriate
adjustment to reflect stock splits, stock dividends, mergers, recapitalizations
and similar events.

The Vodafone Group 1998 Company Share Option Scheme. Mr. Langston
participates in the Vodafone Group 1998 Company Share Option Scheme, a
long-term incentive plan that provides for the award of stock options. This
scheme is approved by the UK Inland Revenue and administered at the discretion
of the Vodafone Group Plc remuneration committee. Employees of Vodafone or a
subsidiary who are not within two years of retirement are eligible to
participate in the plan. Option grants are normally made within six weeks
following the announcement of Vodafone's results on the London Stock Exchange
for any financial period. Options granted under the plan are subject to
performance conditions that are aimed to link the exercise of options to
improvements in the financial performance of Vodafone. Options are normally
exercisable between three and ten years after their grant, subject to any
performance conditions.

Vodafone Group Profit Sharing Scheme. Mr. Langston participates in the
Vodafone Group Profit Sharing Scheme. Under this plan, eligible employees can
contribute up to 5% of their salary each month, up to a maximum of $1,001.50
per month, to enable trustees of the plan to purchase shares of Vodafone stock
on their behalf, with an equivalent number of shares being purchased for the
employee by Vodafone. As of July 10, 2000, Mr. Langston has contributed
$8,042.04 of base salary to the plan and the value of the shares contributed by
Vodafone is $8,042.04.

Vodafone Group Short-Term Incentive Plan. Mr. Langston participates in the
Vodafone Group short-term incentive plan. Under the plan, participants may,
subject to company performance during the year, receive either a cash bonus at
the end of the year, or a provisional award of Vodafone Group Plc common stock
with an initial value of 50% higher than the cash amount which, as a general
rule, must be retained for at least two years. Mr. Langston elected to have his
1999 bonus under this plan issued as a provisional award of Vodafone stock. In
1999, 17,771 shares of Vodafone Plc common stock were purchased with a current
value of $83,300.22. Shares will not be released to Mr. Langston until July 1,
2001.

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Employment Agreements

We intend to enter into an employment agreement with Mr. Strigl in
connection with the offering.

The partnership has entered into employment agreements with Messrs. McAdam,
Lynch and Tuller. Under the terms of these agreements, the executives will
receive the following base salaries: Mr. McAdam will receive $480,000, Mr. Lynch
will receive $350,000 and Mr. Tuller will receive $320,000. In addition, the
agreements provide each of these individuals with the opportunity to earn an
annual performance-based cash bonus in accordance with the terms of the
partnership short-term incentive plan and to receive stock-based awards under
the partnership's long-term incentive plan.

In addition, Mr. McAdam will receive:

o $310,000 payable April 2001;

o $620,000 payable upon the termination of the agreement; and

o $500,000 payable October 2001.

Each employment agreement has a three-year term effective May 1, 2000, but
the term is automatically extended on a monthly basis except as expressly
modified by the parties in writing. Under the agreements, each of Messrs.
McAdam, Lynch and Tuller will be entitled to liquidated damages if the
partnership terminates their employment without cause or if the executive
terminates such employment for good reason, as defined in the agreements, equal
to:

o 150% of their annualized base salary and short-term incentive target
amount payable in 18 monthly installments;

o continued participation in the partnership's health and dental
insurance plans for 18 months following termination; and

o pro-rata vesting of any unvested long-term incentive awards.

Further, if employment is terminated because it is not renewed, the
officer will be entitled to liquidated damages equal to:

o 100% of their annualized base salary and short-term incentive target
amount payable in 12 monthly installments;

o continued participation in the partnership's health and dental
insurance plans for 12 months following termination; and

o vesting of any unvested long-term incentive award in accordance with
the terms of the governing plan documents.

Under the agreements, the officers each agree that during employment and
during one year following termination of employment, he will not engage in
business activities in the wireless communications industry within or adjacent
to the partnership's geographic footprint relating to products or services
similar to those of the partnership, including any products or services the
partnership or affiliated company planned to offer. Further, they agree not to
interfere with the business relations of the partnership, including for example
by soliciting employees, customers, agents, representatives, suppliers or
vendors under contract.

Mr. Langston has an employment agreement with Vodafone Group Plc. The
agreement requires each party to provide six months' notice in order to
terminate the agreement.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following descriptions are summaries of the material terms of
agreements to which we or certain related persons are a party. They may not
contain all of the information that is important to you. To understand these
agreements fully, you should carefully read each of the agreements, copies of
which have been filed with the SEC as exhibits to the registration statement of
which this prospectus is a part. The following description is qualified in its
entirety by reference to the agreements.

U.S. Wireless Alliance Agreement

General

On September 21, 1999, Bell Atlantic, now doing business as Verizon
Communications, and Vodafone entered into a U.S. wireless alliance agreement to
create a national wireless business composed of both companies' U.S. wireless
assets. For this purpose, Verizon Communications and Vodafone agreed to amend
and restate the existing partnership agreement of Cellco Partnership, which had
previously been owned solely by Verizon Communications and through which
Verizon Communications operated its Bell Atlantic Mobile wireless business.
Pursuant to the agreement, Vodafone and Verizon Communications transferred
specific U.S. wireless assets and assumed liabilities to the partnership in
exchange for partnership interests. The assets were conveyed in two stages. The
first stage occurred in April 2000 and related to the transfer of specific
wireless assets and liabilities of Vodafone and Bell Atlantic's interest in
PrimeCo to the partnership. The second stage occurred on July 10, 2000 and
related to the transfer of specific wireless assets and liabilities that were
acquired by Verizon Communications through Bell Atlantic's merger with GTE
Corporation. Prior to this offering, Verizon Communications had an aggregate
interest in the partnership equal to 55%, and Vodafone had an aggregate
interest in the partnership equal to 45%.

Indemnification

The agreement, as amended, provides for customary indemnification of the
partnership by Verizon Communications and Vodafone. Specifically, subject to
specified limitations, it provides that Verizon Communications will indemnify
the partnership for any losses that may result from, arise out of or relate to:

o any losses resulting from any breach of representation, warranty or
covenant contained in the alliance agreement, other than those
related to tax matters;

o any claim, litigation or proceeding arising out of events or a cause
of action which existed prior to April 3, 2000, in the case of claims
relating to the Cellco assets, or prior to July 10, 2000, in the case
of claims relating to the assets transferred to the partnership by
Verizon Communications, with the exception of PrimeCo assets;

o liabilities that were not assumed by the partnership relating to
partnership assets as of April 3, 2000; and

o liabilities that were not assumed by the partnership relating to the
assets conveyed to the partnership by Verizon Communications as of
July 10, 2000.

Similarly, subject to specified limitations, Vodafone will indemnify the
partnership for any losses that may result from, arise out of or relate to:

o any losses resulting from any breach of representation, warranty or
covenant contained in the alliance agreement, other than those
related to tax matters;

o any claim, litigation or proceeding arising out of events or a cause
of action which existed prior to April 3, 2000, in the case of all
Vodafone assets transferred to the partnership in the first stage
closing, or prior to July 10, 2000, in the case of claims relating to
the assets transferred to the partnership in the second stage
closing, with the exception of PrimeCo assets;

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o liabilities that were not assumed by the partnership relating to the
assets conveyed to the partnership by Vodafone as of April 3, 2000;
and

o liabilities that were not assumed by the partnership relating to the
assets conveyed to the partnership by Vodafone as of July 10, 2000.

The agreement also includes a tax indemnity by each partner to the
partnership with respect to any pre-closing income tax liability, although we
are generally liable for pre-closing tax liabilities not involving income
taxes.

The agreement provides that the partnership has to indemnify Verizon
Communications and Vodafone for losses that may result from the liabilities
that the partnership assumed or from events that occur after the applicable
closing dates with respect to transferred assets.

In connection with the alliance agreement, Verizon Communications,
PrimeCo, GTE Wireless and Vodafone were required to dispose of various assets
to eliminate overlapping networks. Our principal stockholders will retain the
proceeds of these dispositions. The partnership has agreed to sign an indemnity
agreement in the form contemplated by the alliance agreement in connection with
any disposition or acquisition made by Verizon Communications, including GTE
Wireless, or Vodafone as a result of that requirement. Under these indemnity
agreements, the partnership will indemnify the seller for any losses it may
incur as a result of indemnification it is required to provide in connection
with those dispositions, unless the facts or circumstances triggering the
losses were of the type that would be covered by the indemnity provided to the
partnership in the alliance agreement. In addition, those entities agreed to
indemnify us for any losses arising out of assets purchased to the extent they
receive reimbursement for those losses under indemnity rights in the purchase
agreement.

Transition Services Agreement

On April 3, 2000, Vodafone and the partnership entered into a transition
services agreement, pursuant to which each party provides specified transition
services and products, including computer and administrative services, to the
other. The agreement provides that the partnership will use commercially
reasonable efforts to permit Vodafone's U.S. business to purchase goods and
services under specified volume purchase agreements which the partnership has
negotiated in connection with the transition services. The transition services
agreement will terminate on the earlier of when each party has ceased to use
all the transition services it is allowed to receive and March 3, 2001, subject
to one 30-day extension. The agreement provides for a grace period of 120 days
during which the parties will not charge each other for the provision of
transition services, which expired on August 1, 2000. After the expiration of
the grace period, the total compensation payable by a receiving party to a
providing party equals the providing party's total costs, which include all
reasonable costs and expenses directly or indirectly incurred by the providing
party in connection with the performance of the transition service. The
agreement also contains customary representations, warranties and covenants as
well as customary indemnification, remedies and confidentiality provisions.

Settlement Strategy Agreement

Vodafone and Verizon Communications entered into a settlement strategy
agreement which sets out the principal terms upon which Vodafone and Verizon
Communications intend to minimize the possibility of potential litigation and
to pursue a settlement of any claims made or litigation commenced in connection
with the alliance agreement. Pursuant to the agreement, the partnership has
full authority to obtain consents with respect to claimed rights of consent,
rights of first refusal, put rights, default or similar claims made by a third
party with respect to the assets conveyed pursuant to the alliance agreement.
The parties contemplate that the resolution of third party rights with respect
to a conveyed asset may result in a payment to the right holder, a sale by a
party of the conveyed asset to the right holder and/or a purchase by a party of
an additional ownership interest in the conveyed asset. All resulting
liabilities and costs incurred after April 3, 2000 have been assumed by the
partnership.

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Partnership Agreement

Partnership Governance

Pursuant to the partnership agreement, as amended in connection with the
offering, the business and affairs of the partnership are managed by or under
our direction in our capacity as managing general partner. As the managing
general partner, we will have control over all of the affairs and decision
making of the partnership, and we will be responsible for all operational and
administrative decisions and the day-to-day management of its affairs. We
cannot be removed as managing general partner without the consent of all
partners, including our company. Prior to the time when we become the managing
general partner, the partnership is governed by a board of representatives that
included four Verizon Communications members and three Vodafone members. The
partnership agreement provides that specified matters require approval by all
of the partners in the partnership.

Distributions

The partnership agreement requires that the partnership reimburse Verizon
Wireless for all of its expenses and that the partnership make annual
distributions to its partners to pay taxes.

For all periods prior to and ending on the date of the offering, the
partnership is required, subject to compliance with specified financial tests,
to pay additional distributions to its partners in an amount equal to 70% of
its pre-tax net income plus amortization expense related to the amortization of
intangible assets arising out of transactions contemplated by the alliance
agreement, to the extent this amount exceeds the tax distribution. Verizon
Wireless is not entitled to any of those distributions as it has no ownership
interest in the partnership prior to the offering. The partnership will make
the final distribution for pre-offering periods on , 2000 in an amount that is
expected to be approximately $ million.

The partnership agreement will provide that, from and after the
date of the offering and until the earlier to occur of (1) April 3, 2005 and
(2) the date when Vodafone ceases to own, directly or indirectly, at least 20%
of the partnership units, the partnership is also required to distribute to
the partners, on a pro-rata basis, an aggregate amount equal to the lesser of:

(x) the partnerships' pre-tax income plus depreciation and amortization
for the semiannual period; and

(y) the "cumulative unpaid distributable amount" for the semiannual
period.

The cumulative unpaid distributable amount is equal to the total amount of
all "targeted distributions" that should have been paid since the date of the
offering, less amounts actually distributed. "Targeted distributions" that
should have been paid are determined as the lesser of

(1) $600.0 million per semiannual period; and

(2) 4.5% of the aggregate cash and "agreed value", as determined under the
partnership agreement, of the net assets contributed to the
partnership per semiannual period,

less tax-related distributions for each period.

The partnership agreement provides that "agreed value" is generally the
basis of any asset for federal income tax purposes, but that, in the case of
assets contributed to the partnership prior to the date of the agreement,
agreed value is the asset's fair market value as of that date.

Partners may reinvest their distributions in exchange for additional
partnership units with a value equal to the amount of the reinvestment. We
intend to reinvest all of our non-tax-related distributions.

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Business of the Partnership

The partnership agreement limits the business of the partnership to the
acquisition, ownership, operation and maintenance, with the goal of maximizing
long-term value, of a wireless communications network that provides a full
range of wireless voice and data services, including wireless Internet access
and long-distance resale, throughout the United States, to the extent that
these services are commercially economic or are competitively necessary, as
well as any business necessary, appropriate or incidental to that business.

Non-competition

The partnership agreement provides that no partner or affiliate of a
partner may engage in the provision of mobile telecommunications services,
whether directly or as a reseller, in the United States, but excluding Puerto
Rico and its other possessions and territories, including mobile 3G services
delivered over any wireless spectrum, other than through the partnership.
Subject to specified qualifications, this general prohibition does not
restrict:

o fixed wireless telecommunications businesses engaged in by a partner
or its affiliates as an adjunct to its wireline service offering,
fixed wireless high speed data services, fixed wireless video
services and satellite communications services;

o any wireless business opportunity that is rejected by the managing
general partner of the partnership;

o any wireless activity engaged in by an entity in which a partner owns
less than 40% of the total equity and with respect to which such
partner does not have more than protective rights;

o any investment in any entity to the extent that it does not exceed
10% of the equity of that entity except as a result of equity
repurchases or recapitalizations;

o any wireless business acquired by Verizon Communications or Vodafone,
or their respective affiliates, as part of a larger business
combination where the wireless business does not represent more than
40% of the total value of the acquired business;

o any significant corporate transaction to which either Verizon
Communications or Vodafone is a party and which effects a significant
change in control of Verizon Communications or Vodafone;

o a partner from owning or acquiring assets that are subject to the
provisions of the alliance agreement; or

o a partner from selling the partnership's mobile telecommunications
services as an agent of the partnership or on a "bundled" basis with
wireline services, so long as the partner provides the partnership
with the opportunity to purchase wireline services for bundled
offerings.

The partnership agreement provides that the non-competition provisions
terminate upon the earliest of (1) the date the partnership interests held by
Verizon Communications and its affiliates decrease to less than 40%, (2) the
date the partnership interests held by Vodafone and its included affiliates
decrease to less than 20% and (3) July 10, 2005, subject to repeated one-year
extensions so long as Vodafone and specified affiliates hold at least 25% of
the partnership interests.

Other than the non-compete provisions described above, the partnership
agreement does not limit the businesses or activities of any partner, even if
those businesses or activities are competitive with those of the partnership.
The agreement further states that if a partner or its affiliates, officers,
directors or employees acquire knowledge of a corporate opportunity that may be
an opportunity for both the partnership and that partner, it will not have any
obligation to transmit the opportunity to the partnership and will have no
liability for choosing to pursue the opportunity itself.

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Restrictions on Transfer

A partner generally does not have the right, directly or indirectly, to
transfer any of the partnership interest held by that partner, other than
permitted transfers. A partner does have the right, without the consent of the
other partners, to transfer ownership of all or any part of its partnership
interest to a wholly-owned subsidiary and, under specified circumstances, to
make transfers of parts of its partnership interest to any of its affiliates.
Wholly-owned subsidiaries and certain other affiliates are referred to as
"included affiliates." Also, any partner may generally transfer a 10% or
greater partnership interest to any single person, subject to specified rights
of first refusal for the benefit of Verizon Communications.

A transferee of at least a 25% partnership interest of Vodafone and its
wholly-owned subsidiaries is entitled, if so designated by Vodafone, to the
rights of Vodafone contained in the partnership agreement. Any transferee of at
least a 20% partnership interest of Verizon Communications and its wholly-owned
subsidiaries is entitled, if so designated by Verizon Communications, to the
rights of Verizon Communications contained in the partnership agreement. Any
transferee described in this paragraph is known as an "exit transferee," and
any transfer to an exit transferee is subject to specified rights of first
refusal on behalf of Verizon Communications or Vodafone.

The partnership agreement provides that defined instances of a "change in
ownership" of a partner will be deemed to be a proposed transfer of the
partnership interest to which some of the provisions relating to transfers of
partnership interests will apply.

Secondment Agreement

On April 3, 2000, Vodafone, Verizon Communications and the partnership
entered into an employee secondment agreement, pursuant to which Vodafone
agreed to second approximately 14,000 of its employees to the partnership until
December 31, 2000. During this period, the seconded employees will continue to
be paid by Vodafone but will perform services exclusively for the partnership,
which will reimburse Vodafone for their salaries or wages and any relocation
expenses. Neither Verizon Communications nor the partnership may solicit any
seconded employee for hire until the end of the secondment period without the
written consent of Vodafone. We have no contractual right or obligation to hire
these employees on December 31, 2000, but we expect to retain them, subject to
employee turn-over in the ordinary course.

Investment Agreement

In connection with the formation of the partnership, Verizon
Communications, Vodafone and the partnership entered into an investment
agreement regarding the possible monetization of Vodafone's and Verizon
Communications' respective interests in the partnership.

Monetization Rights

Vodafone's put right

Phase I option. The agreement permits Vodafone to require the partnership
to repurchase from it partnership interests at a price equal to their market
value in July 2003 and/or July 2004. The aggregate amount that the partnership
is required to purchase upon exercise of this right may not exceed $10.0
billion.

Phase II option. The agreement permits Vodafone to require the partnership
to repurchase from it partnership interests at a price equal to their market
value in July 2005, July 2006 and/or July 2007. The aggregate amount that the
partnership is required to purchase upon exercise of this right may not exceed
$20.0 billion less the amount paid in connection with any exercises of the
right described in the prior paragraph. In addition, no single exercise of the
right may be for an amount in excess of $10.0 billion.

Market value will be determined on the date when the notice of exercise is
sent. In determining the market value of Vodafone's interests, we will use the
market value of our common stock into which those interests are

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exchangeable or, if our common stock is not then actively traded, the market
value will be determined by appraisers selected by Verizon Communications and
Vodafone. The amount by which Vodafone's interest in the partnership is reduced
in connection with an exercise will be adjusted to reflect any increase in
market value between the date of the notice and the date of settlement unless
Vodafone had sought to exercise the option for an amount greater than its total
ownership, in which case we are required to pay it the value of all of its
interests plus an amount equal to LIBOR plus 1.0% for the first 30 days and 2.0%
thereafter.

Verizon Communications' obligations

Under the agreement, Verizon Communications has the right to obligate
itself or its designee, rather than the partnership, to purchase some or all of
the interests covered by the options described above. However, even if Verizon
Communications exercises this right, Vodafone has the option to require the
partnership to purchase up to $7.5 billion of interests in connection with the
phase II option in the form of assumed debt or other consideration, as
described below under "-Consideration to be paid upon exercise of the option."
In addition, Verizon Communications is obligated to purchase interests that the
partnership fails to repurchase, but its liability for all these failures
cannot exceed $5.0 billion for the phase I option or $10.0 billion for the
phase II option less amounts paid in respect of the phase I option.

Consideration to be paid upon exercise of the option

Verizon Communications will have the right to deliver to Vodafone cash or,
at Verizon Communications' option, shares of Verizon Communications common
stock. Verizon Communications will be required to grant registration rights to
Vodafone with respect to any of these shares of common stock.

The partnership will be required to pay cash. However, in connection with
up to $7.5 billion of interests to be purchased pursuant to the phase II
option, Vodafone may require the partnership to assume debt of Vodafone or its
designee, or incur debt and distribute the proceeds to Vodafone or its
designee. The debt:

o shall be provided by a third-party lender;

o shall mature 10 years after the date of exercise of the option and
not require any amortization of principal for at least eight years;

o shall be redeemable at our option after eight years;

o except as stated below, shall be nonrecourse to the partners of the
partnership; and

o may be guaranteed, at Vodafone's sole option, by Vodafone or its
designee.

The partnership will not be permitted to make any prepayments, voluntarily
take any action that would result in acceleration of the debt or waive any
rights or provide any guarantee or similar credit enhancement for a period of
eight years if the result would be to cause the debt to be allocated under
Internal Revenue Code Section 752 to persons other than persons from which the
assumed debt was assumed.

Vodafone may require different consideration if the alternative structure
would be more tax-efficient for it and would not have a material adverse effect
on the partnership. Vodafone will be required to reimburse Verizon
Communications for any resulting postponement in the realization of tax
benefits.

Verizon Communications has also agreed to cooperate to change the
above-described structure if an alternative structure would have more favorable
tax consequences for Vodafone and Verizon Communications would not be adversely
affected or would be indemnified for any losses caused by the change.

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Creation of Verizon Wireless Inc.

The agreement contemplates the creation of a corporate managing general
partner of the partnership, such as our company, in order to consummate an
initial public offering and prohibits any direct or indirect offering of
ownership interests in the partnership except as specified in the agreement or
in the form of a tracking stock issued by Verizon Communications or Vodafone.
The agreement requires that we agree that partnership units can be exchanged
for shares of our common stock. Our certificate of incorporation will provide
for such an exchange. See "Description of Capital Stock-Common Stock." Under
the agreement, we have been required to enter into a registration rights
agreement. See "-Registration Rights."

Registration Rights

We have granted registration rights to Verizon Communications and Vodafone
requiring us to register shares of our common stock issued to them in exchange
for partnership units. We are required to use our best efforts to register
under the Securities Act any of those shares of our common stock for sale in
accordance with the intended method of disposition, subject to customary
deferral rights. Each holder will have an unlimited number of demand
registration rights, but no demand may be made unless the shares to be
registered have a market value on the demand date of at least $200 million. In
addition, the holders will have the right to include their shares in other
registrations of our equity securities other than on Form S-4 or S-8, subject
to customary cutback provisions, although Verizon Communications and Vodafone
are cut back only after all other holders, including holders exercising their
own demand rights, are cut back. Verizon Communications and Vodafone have
agreed to waive these piggyback rights in connection with the offering.

We are required to use our best efforts to qualify to use Form S-3 and
must take various steps to effectuate the registration rights.

In addition, the agreement provides that the partnership is required to
pay all registration expenses, including all filing fees and our fees and
expenses, other than underwriting discounts and commission and the fees of
counsel, accountants or other persons retained by the holders. The agreement
also contains customary indemnification and contribution provisions.

Verizon Communications Intellectual Property Arrangements

Patents

Subsidiaries of Verizon Communications own various patents related to the
provision of wireless services. Under a license agreement, the subsidiaries
have granted the partnership a perpetual, irrevocable, non-exclusive and
non-transferable license to use some of these patents and related know-how in
connection with the manufacture, sale and import of wireless telecommunications
goods and services in the United States, its territories and possessions. The
partnership also has the right to sublicense this property to resellers,
vendors, agents, distributors, exclusive dealers and similar persons. The
partnership is not required to pay any royalties for use of these patents.

Pursuant to the alliance agreement, Verizon Communications will license or
transfer its rights to certain GTE Wireless patents regarding the provision of
wireless services.

Trademarks and Domain Names

Verizon Communications has licensed certain trademarks, service marks,
tradenames and domain names to the partnership. Most notably, Verizon
Communications owns the "Verizon" and "Verizon Wireless" tradenames and the
"Digital Choice SingleRate" service mark. The license agreements grant
non-exclusive, non-transferable licenses to use the trademarks, service marks,
trade name and domain names in connection with the marketing, advertising, sale
and provision of wireless communications goods and services in the United
States of America, its territories and possessions. The partnership also has
the right to sublicense this intellectual property to resellers, vendors,
agents,

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distributors, exclusive dealers and similar persons. The partnership is
not required to pay any royalties for use of these trademarks, service marks,
tradenames and domain names. The licenses include quality standards.

The Verizon Communications license will expire 2 1/2 years after the first
day an alternate brand is adopted or Verizon Communications ceases to own any
interest in the partnership. Verizon Communications may also terminate upon
breach or insolvency. The partnership may not assign its rights under the
agreements without the consent of Verizon Communications.

Pursuant to the alliance agreement, Verizon Communications will license or
transfer to the partnership its rights to certain GTE Wireless trademarks,
service marks, tradenames and other intellectual property regarding the
provision of wireless services.

Vodafone Intellectual Property Arrangements

Patents

Certain AirTouch patents regarding the provision of wireless services have
been assigned outright to the partnership by AirTouch or directly through a
subsidiary of Verizon Communications. The assignment includes a grant-back to
AirTouch of a royalty free, perpetual, non-exclusive worldwide license to the
patents. We have agreed that we will not license or otherwise transfer the
patents to Verizon Communications, including its affiliates and subsidiaries,
without AirTouch's prior written permission.

Trademarks and Domain Names

AirTouch has licensed certain trademarks, service marks, tradenames and
domain names to the partnership. The license agreement grants a non-exclusive,
non-transferable license to use the trademarks, service marks, trade name and
domain names in connection with the marketing, advertising, sale and provision
of wireless communications goods and services in the United States of America,
its territories and possession. The partnership also has the right to
sublicense this intellectual property to resellers, vendors, agents,
distributors, exclusive dealers and similar persons. The partnership is not
required to pay any royalties for use of this intellectual property. The
license includes quality standards. The license agreement lasts until April 3,
2002, subject to earlier termination by the partnership upon 30 days written
notice, by AirTouch upon our insolvency or bankruptcy, or by one party upon the
other party's material breach.

Software License Agreement

AirTouch also irrevocably assigned and transferred to the partnership
certain of its software and related rights, and granted a perpetual worldwide,
irrevocable, royalty-free, non-exclusive transferable license to sell, use,
copy and otherwise fully exploit the software.

Tower Arrangements

We generally lease or pay a monthly fee for, rather than own or control,
the tower space on which our antennas are located. Prior to the formation of
the partnership, Bell Atlantic Mobile, GTE Wireless and Vodafone each entered
into separate transactions with different tower management companies to sell or
lease on a long-term basis the majority of their communications towers and
related assets. In connection with each of these transactions, Bell Atlantic
Mobile, GTE Wireless and Vodafone either entered into global leases for, or
reserved antenna space on, each of the towers in exchange for a monthly rental
or site maintenance payment. The tower companies are also required to build and
manage future towers on which our antennas will be located. In two of the
agreements, the tower company entered into a joint venture with one of our
principal stockholders. Each of the tower monetization transactions with those
joint ventures is summarized below:

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Bell Atlantic Mobile

In March 1999, Bell Atlantic Mobile formed a joint venture with Crown
Castle to own and operate approximately 1,500 towers, representing
substantially all the towers then owned by Bell Atlantic Mobile. The joint
venture is controlled and managed by Crown Castle, which owns a controlling
interest of 58%, while a subsidiary of Verizon Communications owns a minority
interest of 42%. Under the agreement, the joint venture is entitled to build
and own the first 500 towers to be built for Bell Atlantic Mobile's wireless
network after the date of the agreement. The joint venture leases antenna space
on the original towers to the partnership and will lease antenna space on any
new towers, at monthly rates ranging from $1,585 to $2,325 per tower, with
annual increases of 3% or the percentage increase in the consumer price index,
whichever is greater.

GTE Wireless

In January 2000, GTE Wireless formed a joint venture with Crown Castle to
own and operate approximately 2,300 towers, representing substantially all the
towers then owned by GTE Wireless not including the towers purchased as part of
the Ameritech properties acquisition. The joint venture is controlled and
managed by Crown Castle which owns a controlling interest of 80.1%, while a
subsidiary of Verizon Communications owns a minority interest of 19.9%. Under
the agreement, the joint venture is entitled to build and own the first 500
towers to be built for GTE Wireless' network after the date of the agreement.
The joint venture leases antenna space on the original towers to the
partnership and will lease antenna space on any new towers, at the monthly rate
of $1,400 per tower, with annual increases of 4%. At the same time, GTE
Wireless and Crown Castle also signed a letter agreement giving GTE Wireless
the right to contribute up to 600 towers acquired as part of the acquisition of
the Ameritech properties on substantially the same terms and conditions
described above.

Upon the formation of the partnership, Verizon Communications and Vodafone
agreed that proceeds from tower monetization transactions entered into prior to
April 3, 2000 are excluded from the assets of the partnership. The partners
further agreed that they could cause the partnership to enter into further
tower monetization transactions with respect to towers contributed to the
partnership by such partners, excluding any towers previously used by PrimeCo.
The proceeds from these transactions are also excluded from the assets of the
partnership if the transaction is entered into by April 3, 2001 and is
consummated by April 3, 2003, although the partnership will be liable for the
financial obligations incurred in those transactions. In connection with any
monetization transaction described above, Verizon Communications and Vodafone
are required to ensure that the partnership will have access to the towers and
that the financial terms are similar to those in the existing arrangements. In
order to preserve the economic terms of this arrangement, we are not permitted
to dispose of any of the towers prior to April 3, 2001 without the consent of
Verizon Communications and Vodafone.

Financing Arrangements

In connection with the alliance agreement, Verizon Communications and
Vodafone contributed to the partnership approximately $9.5 billion of debt,
including a credit facility entered into by a Vodafone subsidiary and
intercompany obligations incurred by Verizon Communications subsidiaries.

Existing intercompany loans and any additional intercompany loans that may
be made to us to fund future debt financing requirements will be provided by
Verizon Communications or its affiliates at interest rates and other terms that
will be substantially equivalent to the interest rates and other terms that we
would be able to obtain from third parties, including the public markets,
without the benefit of a guaranty by Verizon Communications or any of its
affiliates. As of June 30, 2000, the partnership had $5.5 billion of
outstanding indebtedness borrowed from affiliates of Verizon Communications at
an average interest rate of 6.7%. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital
Resources-Debt Service."

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Other Services Provided by Verizon Communications

For the years ended December 31, 1997, 1998 and 1999, the partnership, in
the normal course of business, recorded revenues related to transactions with
affiliated companies of $28 million, $29 million and $26 million, respectively.

The partnership incurred direct telecommunication and data processing
charges of $218 million, $233 million and $272 million for the years ended
December 31, 1997, 1998 and 1999, respectively, for services provided by
subsidiaries and affiliates of Verizon Communications.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership
of our common stock immediately after formation of our company but prior to the
offering, and as adjusted to reflect the sale of shares in the offering, held
by:

o each of our named executive officers;

o each director;

o each holder of more than 5% of any class of our outstanding common
stock; and

o all current directors and executive officers as a group.

Shares of Class B and Class C common stock owned by Verizon Communications and
Vodafone are also included under the Class A common stock column because those
shares are convertible at any time into shares of Class A common stock on a
one-for-one basis. In addition, the Class A common stock column also includes
units in the partnership since those units are also convertible on a
one-for-one basis at any time.

To our knowledge, except as indicated in the footnotes to this
table and pursuant to applicable community property laws, the persons named in
the table have sole voting and investment power regarding all shares of common
stock.

<TABLE>
%
Shares Beneficially % Total Shares Beneficially Total
Owned Before the Offering (1) Voting Owned After the Offering (1) Voting
--------------------------------------------- Power --------------------------------------- Power
Class A Class B Class C Class A Class B Class C
common common common common common common
stock stock stock stock stock stock
Name and Address of Shares % Shares % Shares % Shares % Shares % Shares %
Beneficial Owner ------- ----- ------- ---- ------ ---- ------- ------ ---- ------ ---- ------ ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Verizon Communications
1095 Ave of the
Americas
New York, NY.............. 100 100
Vodafone Group Plc
The Courtyard
2-4 London Road
Newbury
Berkshire
R614 IJX England.......... 100 100
Ivan G. Seidenberg.........
Christopher C. Gent........
Lawrence T. Babbio, Jr.....
Michael T. Masin...........
Kenneth J. Hydon...........
William L. Keever..........
Dennis F. Strigl...........
Lowell C. McAdam...........
Richard J. Lynch...........
Edward Langston............
S. Mark Tuller.............
All officers and directors
as a group ( persons).
</TABLE>

-----------------------
(1) In accordance with the rules of the SEC, beneficial ownership includes
voting or investment power with respect to securities and includes the
shares issuable pursuant to stock options that are exercisable within 60
days of June 30, 2000.

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Shares issuable pursuant to stock options are deemed outstanding for
computing the percentage of the person holding the options but are not
outstanding for computing the percentage of any other person.

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UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a general discussion of the material U.S. federal income
and estate tax consequences of the ownership and disposition of common stock by
a beneficial owner that is a "Non-U.S. Holder." A "Non-U.S. Holder" is a person
or entity that, for U.S. federal income tax purposes, is a non-resident alien
individual, a foreign corporation, a foreign partnership, or a foreign estate
or trust.

This discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), and administrative interpretations as of the date of this
prospectus, all of which are subject to change, including changes with
retroactive effect. This discussion does not address all aspects of U.S.
federal income and estate taxation that may be relevant to Non-U.S. Holders in
light of their particular circumstances and does not address any tax
consequences arising under the laws of any state, local or foreign
jurisdiction. Prospective holders should consult their tax advisors with
respect to the particular tax consequences to them of owning and disposing of
common stock, including the consequences under the laws of any state, local or
foreign jurisdiction.

Dividends

Dividends paid to a Non-U.S. Holder of common stock generally will be
subject to withholding tax at a 30% rate or a reduced rate specified by an
applicable income tax treaty. For purposes of determining whether tax is to be
withheld at a reduced rate under an income tax treaty, we will presume that
dividends paid on or before December 31, 2000 to an address in a foreign
country are paid to a resident of that country unless we have knowledge that
the presumption is not warranted.

In order to obtain a reduced rate of withholding for dividends paid after
December 31, 2000, a Non-U.S. Holder will be required to provide us with an
Internal Revenue Service Form W-8BEN certifying its entitlement to benefits
under a treaty. In addition, in certain cases where dividends are paid to a
Non-U.S. Holder that is a partnership or other pass-through entity, persons
holding an interest in the entity may need to provide us with the required
certification.

The withholding tax does not apply to dividends paid to a Non-U.S. Holder
that provides a Form W-8ECI, certifying that the dividends are effectively
connected with the Non-U.S. Holder's conduct of a trade or business within the
United States. Instead, the effectively connected dividends will be subject to
regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident. A
non-U.S. corporation receiving effectively connected dividends may also be
subject to an additional "branch profits tax" imposed at a rate of 30% (or a
lower treaty rate) on an earnings amount that is net of the regular tax.

Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
on gain realized on a sale or other disposition of common stock unless:

o the gain is effectively connected with a trade or business of the
Non-U.S. Holder in the United States;

o in the case of certain Non-U.S. Holders who are non-resident alien
individuals and hold the common stock as a capital asset, the
individuals are present in the United States for 183 or more days in
the taxable year of the disposition;

o the Non-U.S. Holder is subject to tax under the provisions of the
Code regarding the taxation of U.S. expatriates; or

o the company is or has been a "U.S. real property holding corporation"
for United States federal income tax purposes at any time within the
five-year period preceding the disposition or the Non-U.S. Holder's
holding period, whichever period is shorter.

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We believe that we are not, and do not anticipate becoming, a "U.S. real
property holding corporation" for United States federal income tax purposes.

Information Reporting Requirements and Backup Withholding

We must report to the IRS the amount of dividends paid to each Non-U.S.
Holder, the name and address of the recipient, and the amount of any tax
withheld. A similar report is sent to the Non-U.S. Holder. Under tax treaties
or other agreements, the IRS may make its reports available to tax authorities
in the recipient's country of residence. Dividends paid on or before December
31, 2000 at an address outside the United States are not subject to backup
withholding, unless the payor has knowledge that the payee is a U.S. person.
However, a Non-U.S. Holder may need to certify its non-U.S. status in order to
avoid backup withholding at a 31% rate on dividends paid after December 31,
2000 or dividends paid on or before that date at an address inside the United
States.

U.S. information reporting and backup withholding generally will not apply
to a payment of proceeds of a disposition of common stock where the transaction
is effected outside the United States through a non-U.S. office of a non-U.S.
broker. However, a Non-U.S. Holder may need to certify its non-U.S. status in
order to avoid information reporting and backup withholding at a 31% rate on
disposition proceeds where the transaction is effected by or through a U.S.
office of a broker. In addition, U.S. information reporting requirements may
apply to the proceeds of a disposition effected by or through a non-U.S. office
of a U.S. broker, or by a non-U.S. broker with specified connections to the
United States.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. When withholding results in an overpayment of taxes, a refund may be
obtained if the required information is furnished to the IRS.

Federal Estate Tax

An individual Non-U.S. Holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the common stock will be required
to include the value of the stock in his gross estate for U.S. federal estate
tax purposes, and may be subject to U.S. federal estate tax unless an
applicable estate tax treaty provides otherwise.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of the material terms of our
certificate of incorporation and bylaws as each will be in effect upon closing
of the offering. They may not contain all of the information that is important
to you. To understand them fully, you should read our certificate of
incorporation and bylaws, copies of which are filed with the SEC as exhibits to
the registration statement of which this prospectus is a part. The following
descriptions are qualified in their entirety by reference to the certificate of
incorporation and bylaws and applicable law.

General

The authorized capital stock of Verizon Wireless Inc. consists of shares
of Class A common stock, par value $.001 per share, shares of Class B common
stock, par value $.001 per share, shares of Class C common stock, par value
$.001 per share, and shares of preferred stock, par value $.001 per share.

Common Stock

After giving effect to the offering, we will have shares of our Class A
common stock, shares of our Class B common stock and shares of our
Class C common stock outstanding.

Voting rights

The holders of Class A common stock generally have rights identical to
holders of Class B and Class C common stock, except that:

o each holder of Class A common stock is entitled to one vote per share on
all matters to be voted upon by the shareholders,

o each holder of Class B common stock is entitled to the number of votes
per share equal to:

(1) ten; multiplied by

(2) the sum of (a) the number of shares of Class B common stock held by
that holder and (b) the number of partnership units owned by that
holder; and

o each holder of Class C common stock is entitled to the number of votes
per share equal to:

(1) four, or if there are no shares of Class B common stock outstanding,
one; multiplied by

(2) the sum of (a) the number of shares of Class C common stock held by
that holder and (b) the number of partnership units owned by that
holder.

In addition, subject to specified exceptions, our board of directors will
be elected as follows:

o If there are shares of Class B common stock and Class C common stock
outstanding, our board of directors will consist of thirteen directors to
be elected by:

- holders of Class B common stock who, voting as a class, will vote for
seven directors;

- holders of Class C common stock who, voting as a class, will vote for
three directors; and

- holders of common stock who, voting as a class, will vote for our
remaining directors.

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o If there are no shares of Class B common stock outstanding, our board of
directors will consist of seven directors to be elected by:

- holders of Class C common stock who, voting as a class, will vote for
one director; and

- holders of common stock who, voting as a class, will vote for our
remaining directors.

o If there are no shares of Class C common stock outstanding, our board of
directors will consist of seven directors to be elected by:

- holders of Class B common stock who, voting as a class, will vote for
four directors; and

- holders of common stock who, voting as a class, will vote for our
three remaining directors.

o If there are no shares of Class B or Class C common stock outstanding, our
board of directors will consist of seven directors to be elected by holders
of our common stock.

Otherwise, and except as stated in our certificate of incorporation and
described below or as required by applicable law, holders of our common stock
will vote together as a single class on all other matters. Generally, all
matters to be voted on by stockholders must be approved by a majority or, in
the case of election of directors, by a plurality of the votes entitled to be
cast by all shares of Class A, Class B and Class C common stock present in
person or represented by proxy, voting together as a single class, subject to
any voting rights granted to holders of any preferred stock. Holders of our
common stock are not entitled to cumulate their votes in the election of
directors.

Verizon Communications and Vodafone intend to enter into a stockholders'
agreement that will provide that they will jointly agree upon, and agree to
vote for, their nominees for Class A directors.

Board Committee Rights; Special Veto Rights

Holders of our Class B and Class C common stock will have special rights
to ensure that their directors are represented on our executive committee and
special committee. Our board of directors may not consider specified
significant decisions, including equity issuances and significant acquisitions,
without the prior approval of the decisions by the special committee. Our
certificate of incorporation and bylaws provide that matters that are subject
to the approval of the special committee of our board of directors related to
the conduct of our business and acquisition or disposition of substantial
assets, if submitted to a vote of stockholders, will be approved solely by the
affirmative vote of the holders of a majority of Class B common stock and Class
C common stock. See "Management-Board Committees."

Conversion of Class B and Class C shares and Exchange of Partnership Units

Shares of Class B and Class C common stock may be converted into Class A
common stock at any time at the option of the holder on a one-for-one basis.
Each partnership unit held by anyone other than Verizon Wireless Inc. may be
exchanged into Class A common stock at any time at the option of the holder on
a one-for-one basis. Alternatively, partners may exchange all of the stock in a
corporation with no assets or liabilities other than partnership units for
Class A common stock.

Any shares of Class B or Class C common stock transferred to a person
other than Verizon, Vodafone, any member of the Verizon Group, Vodafone Group
and any of their "included affiliates" or "exit transferees", as each term is
defined in the partnership agreement, will automatically convert to shares of
Class A common stock upon the disposition. In addition

o Each share of Class B common stock shall automatically convert into one
share of Class A common stock if the number of shares of outstanding
Class B common stock plus the number of outstanding partnership

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units held by the holders of Class B common stock and their included
affiliates constitute less than 20% of the then outstanding
partnership units. Upon conversion, the Class B directors will be
deemed to have resigned from the board of directors and all
committees, and the board and the committees will be deemed reduced in
size as provided above.

o Each share of Class C common stock shall automatically convert into one
share of Class A common stock if the number of shares of outstanding
Class C common stock plus the number of outstanding partnership units
held by the holders of Class C common stock and their included
affiliates constitute less than 20% of the then outstanding partnership
units. Upon conversion, the Class C directors will be deemed to have
resigned from the board of directors and all committees, and the board
and the committees will be deemed reduced in size as provided above.

This provision will prevent those Class B or Class C stockholders from
decreasing their economic interest in our company to less than 20% while still
retaining control of a substantial percentage of the voting power of our common
stock.

Dividends

Holders of Class A, Class B and Class C common stock will share ratably in
any dividend declared by the board of directors, subject to any preferential
rights of any outstanding preferred stock. Dividends consisting of shares of
common stock may be paid only as follows:

o shares of Class A common stock may be paid only to holders of shares of
Class A common stock, shares of Class B common stock may be paid only to
holders of Class B common stock and shares of Class C common stock may
be paid only to holders of Class C common stock; and

o shares shall be paid proportionally with respect to each outstanding
share of Class A, Class B and Class C common stock.

We may not subdivide or combine shares of any class of common stock without at
the same time proportionally subdividing or combining shares of the other
classes.

Other Rights

In the event of any merger or consolidation of Verizon Wireless with or
into another company in connection with which shares of common stock are
converted into or exchangeable for shares of other stock or securities, cash
and/or other property, all holders of common stock, regardless of class, will
be entitled to receive either:

o the same kind and amount of shares of stock and other securities and
property, provided that if shares of common stock are converted into or
exchanged for shares of capital stock, the capital stock may differ to
the extent that the Class A, Class B and Class C common stock differ as
provided for in the certificate of incorporation; or

o if holders of each class of common stock receive different
distributions, then the holders shall receive the distribution equal to
the value per share into which each share of any other class of common
stock is converted or exchanged, as determined by an independent
investment banking firm of national reputation selected by the board.

In the event of liquidation, dissolution or winding up of Verizon
Wireless, the holders of common stock, regardless of class, are entitled to
share ratably in all assets remaining after payment of liabilities, subject to
prior distribution rights of preferred stock, if any, then outstanding.

The common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. Upon issuance, all outstanding shares of

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common stock will be fully paid and non-assessable, and the shares of common
stock to be issued upon completion of this offering will be fully paid and
non-assessable.

Use of Proceeds of Stock Issuances; Number of Partnership Units

We intend to cause the number of shares of our common stock that are
issued and outstanding to be equal at all times to the number of partnership
units we own in the partnership. We intend to contribute the net proceeds of
any stock issuance to the partnership in exchange for partnership units equal
in number to the number of shares of common stock.

Preferred Stock

Our board of directors, subject to the prior approval of the special
committee, has the authority to issue the preferred stock in one or more series
and to fix the rights, preferences, privileges and restrictions of it,
including dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any series or the designation of such series, without
further vote or action by the stockholders. The issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control of
Verizon Wireless without further action by the stockholders and may adversely
affect the voting and other rights of the holders of common stock. At present,
we have no plans to issue any preferred stock.

Certain Anti-Takeover Effects of Delaware Law

We have expressly elected not to be governed by Section 203 of the
Delaware General Corporation Law. Section 203 generally prohibits a publicly
held Delaware corporation from engaging in various "business combination"
transactions with any interested stockholder for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless

o the transaction is approved by the board of directors prior to the
date the interested stockholder obtained such status;

o upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the stockholder owned
at least 85% of the voting power of the corporation outstanding at
the time the transaction commenced; or

o on or subsequent to such date the business combination is approved by
the board of directors and authorized at an annual or special meeting
of stockholders by the affirmative vote of at least 66 2/3% of the
outstanding voting power which is not owned by the interested
stockholder.

A "business combination" is defined to include mergers, asset
sales and other transactions resulting in financial benefit to a stockholder.
In general, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years, did own, 15% or more
of a corporation's voting power.

Selected Provisions of Our Certificate of Incorporation and Bylaws

Corporate Opportunities

Our certificate of incorporation provides that, unless a stockholder
otherwise agrees in writing:

o No stockholder and no person who is a director or officer of our company
and also a director or officer of that stockholder or any of its affiliates
shall be restricted or limited in any way in carrying on separate
businesses or activities from our company, the partnership and their
subsidiaries now or in the future which are permitted by the
non-competition provisions of the partnership agreement or are not part of
the business of the partnership as stated in the partnership agreement or
are primarily conducted outside the U.S., even if the businesses or
activities are in fact competitive with ours, and neither we, the
partnership

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<PAGE>

nor our subsidiaries or any of our other stockholders shall have any
interest or rights in or to those other businesses or activities or any
profits, liabilities or obligations with respect to those businesses or
activities.

o In the event that any of our stockholders, directors or officers acquires
knowledge of a potential transaction, agreement, arrangement or other
matter which may be a corporate opportunity for both our company and that
stockholder, those persons (1) will not have any duty to communicate or
offer the corporate opportunity to our company, (2) will not be liable to
our company for breach of any fiduciary duty by reason of the fact that he
or she pursues or acquires the corporate opportunity or fails to
communicate the corporate opportunity to our company and (3) will not be
obligated to account to our company or any other stockholder for any
property, profit or benefit derived from the opportunity.

If we amend, modify or repeal this provision, it will not adversely affect any
right or protection of a stockholder, officer or director in respect of any
act or omission occurring prior to the time of the amendment, modification or
repeal.

Vacancies and Removal of Directors

Our certificate of incorporation provides that (a) any vacancy of a Class
B directorship shall be filled only by the affirmative vote of the remaining
Class B directors then in office or by a majority vote of the holders of the
Class B common stock, voting separately as a class, if no Class B directors
then exist and (b) any vacancy of a Class C directorship shall be filled only
by the affirmative vote of the remaining Class C directors then in office or by
a majority vote of the holders of the Class C common stock, voting separately
as a class, if no Class C directors then exist.

In addition, directors may only be removed from office for
cause with the vote of 80% of the voting power of our voting stock, which will
be all classes of our common stock upon completion of the offering, voting
together as a single class, or a majority of the voting power if there are no
shares of Class B common stock outstanding. However:

o a Class A director may be removed with or without cause by the
majority vote of the holders of the voting power of the stock of our
company entitled to vote generally in the election of directors,
voting as a single class;

o a Class B director may be removed with or without cause by a majority
of the holders of Class B common stock; and

o a Class C director may be removed with or without cause by a majority
of the holders of Class C common stock.

Members of the special committee or the executive committee may only be
removed from their positions as members of those committees for cause by the
affirmative vote of two Class A directors, four Class B directors and one Class
C director or, if there are no shares of Class B or no shares of Class C
common stock outstanding, members may be removed for cause by the affirmative
vote of five directors. These provisions will make it more difficult to remove
incumbent directors to accomplish a change of control of our company.

Special Meetings of Stockholders

Special meetings of stockholders may be called at any time only
by our chairman of the board, a member of the special committee or by the
board of directors pursuant to a resolution approved by a majority of the then
authorized number of directors.

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Advance Notice Requirements for Stockholder Proposals and Director
Nominations

Our bylaws provide that stockholders seeking to bring business before an
annual meeting of stockholders or nominate directors to be elected at an annual
meeting must provide timely notice in writing. To be timely, a stockholder's
notice must be delivered to or mailed and received at our principal executive
offices not less than 60 days nor more than 90 days prior to the annual
meeting, subject to specified exceptions. The bylaws also specify requirements
for the form and content of a notice. In addition, a Class A stockholder may
only make nominations of Class A directors. These provisions may limit a
stockholder's ability to bring matters before an annual meeting or nominate
directors.

Amendments

Delaware General Corporation Law provides that a majority of the voting
power of the shares entitled to vote is required to amend a certificate of
incorporation or bylaws unless a company's certificate of incorporation or
bylaws provides for a higher percentage. Our certificate of incorporation
states that the affirmative vote of the holders of at least 70% of the voting
power of the issued and outstanding voting stock, voting as one class, is
required to amend or repeal the certificate of incorporation, or a majority if
no shares of Class B common stock are outstanding. In addition, any amendment
may not be approved unless the holders of Class B common stock, voting
separately as a class, and the holders of Class C common stock, voting
separately as a class, approve the amendment by majority vote. Any decision to
increase or decrease the number of authorized shares requires:

(1) the affirmative vote of the holders of a majority of the voting power
of the voting stock, voting as one class;

(2) if a Class B director is then entitled to be a member of the special
committee, the affirmative vote of the holders of a majority of the
Class B common stock, voting separately as a class; and

(3) if a Class C director is then entitled to be a member of the special
committee, the affirmative vote of the holders of a majority of the
Class C common stock, voting separately as a class.

Our board of directors may amend the bylaws by majority vote with the
approval of Verizon Communications and Vodafone, but our stockholders may amend
them only with:

(1) the affirmative vote of the holders of at least a majority of the
voting power of the voting stock, voting as one class;

(2) if a Class B director is then entitled to be a member of the special
committee, by the affirmative vote of the holders of a majority of the
Class B common stock, voting separately as a class; and

(3) if a Class C director is then entitled to be a member of the special
committee, by the affirmative vote of the holders of a majority of the
Class C common stock, voting separately as a class.

Authorized But Unissued Shares

The authorized but unissued shares of our common stock and
preferred stock are available for future issuance, subject to the prior
approval of the special committee, without stockholder approval except to the
extent required by the rules of the . These additional shares may
be used for a variety of corporate purposes, including future public offerings
to raise additional capital, acquisitions and employee benefit plans. The
existence of authorized but unissued shares may enable our board of directors
to issue shares to persons friendly to current management, which could make it
more difficult or discourage an attempt to obtain control of our company by
means of a proxy contest, tender offer, merger or otherwise.

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Vodafone Right to Select Officer

Our bylaws provide that, so long as we have any Class C directors, the
Class C directors will have the right to appoint one officer of our company,
who will hold the position of chief financial officer, chief operating officer,
chief marketing officer or chief technology officer. The board of directors has
the right to select which position will be held by the appointed officer.
Edward Langston, our chief financial officer, has been appointed by Vodafone,
which is the holder of our Class C common stock.

Listing

We will apply to have our Class A common stock approved for
listing on the under the symbol " ."

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Class A common stock
is .

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

The shares of our Class A common stock sold in this offering will
be freely tradable without restriction under the Securities Act, except
for any such shares which may be acquired by an "affiliate" of Verizon Wireless
as that term is defined in Rule 144 promulgated under the Securities Act.
Those shares will remain subject to the resale limitations of Rule 144 described
below.

The shares of our common stock that will be held by Verizon Communications
and Vodafone after the offering, including any shares of Class A common stock
that may be issued to them upon conversion of Class B and Class C common stock
or exchange of their units in the partnership, will constitute "restricted
securities" within the meaning of Rule 144, and will be eligible for sale in
the open market after the offering, subject to contractual lockup provisions
and the applicable requirements of Rule 144, both of which are described below.
We have granted various registration rights to these holders. See
"--Registration Rights Agreement."

Generally, Rule 144 provides that a person who has beneficially owned
"restricted" shares for at least one year will be entitled to sell on the open
market in brokers' transactions, within any three month period, a number of
shares that does not exceed the greater of:

o 1% of the then outstanding shares of common stock; and

o the average weekly trading volume in the common stock on the open
market during the four calendar weeks preceding such sale.

Sales under Rule 144 are also subject to post-sale notice requirements and the
availability of current public information about the issuer.

In the event that any person other than Verizon Communications
or Vodafone who is deemed to be an affiliate purchases shares of our common
stock pursuant to the offering or acquires shares of our common stock pursuant
to an employee benefit plan of Verizon Wireless, the shares held by such
person are required under Rule 144 to be sold in brokers' transactions,
subject to the volume limitations described above. Shares properly sold in
reliance upon Rule 144 to persons who are not affiliates are thereafter freely
tradable without restriction.

Sales of substantial amounts of our common stock in the open market, or
the availability of such shares for sale, could adversely affect the price of
our common stock.

Verizon Communications, Vodafone and Verizon Wireless have each
agreed that, without the prior written consent of
on behalf of the underwriters, it will not, during the period ending days
after the date of this prospectus, sell or otherwise dispose of any shares of
our Class A common stock, subject to specified exceptions. See "Underwriters."

Registration Rights Agreement

Verizon Wireless has entered into a registration rights agreement with
Verizon Communications and Vodafone which provides those holders with the
right, subject to specified exceptions, to demand registration of their Class A
common stock or to include their common stock in any registration of common
stock made by Verizon Wireless for its own account or for the account of other
stockholders of Verizon Wireless. See "Certain Relationships and Related Party
Transactions-Registration Rights."

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<PAGE>

UNDERWRITERS

Under the terms and subject to the conditions contained in an
underwriting agreement, dated , 2000, the U.S. underwriters named
below have severally agreed to purchase, and we have agreed to sell to them,
the respective number of shares of our Class A common stock set forth below:

Name Number of Shares
---- ----------------

Goldman, Sachs & Co.............................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..............................

-----------------
Total..........................................
=================

The representatives of the U.S. underwriters are Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated. The underwriting agreement
provides that the obligations of the several U.S. underwriters to pay for and
accept delivery of shares of our Class A common stock offered in this
prospectus are subject to the approval of specified legal matters by their
counsel and to other conditions. The U.S. underwriters are obligated to take
and pay for all of the shares of our Class A common stock offered hereby,
except those shares covered by the over-allotment option described below, if
any shares are taken.

The U.S. underwriters initially propose to offer a portion of
the shares of our Class A common stock directly to the public at the public
offering price set forth on the cover page of this prospectus and a portion to
some dealers at a price that represents a concession not in excess of $
per share under the public offering price. Any U.S. underwriter may allow,
and these dealers may reallow, a concession not in excess of $ per share
to other brokers or to other dealers. After the initial offering of the
shares of our Class A common stock, the offering price and other selling terms
may be varied by the representatives.

We and a group of international underwriters have entered into an
international underwriting agreement providing for the concurrent offer and
sale of our Class A common stock in an international offering outside the
United States and Canada. The initial public offering price and aggregate
underwriting discount per share for the two offerings are identical. The
closing of the U.S. offering is a condition to the closing of the international
offering, and the closing of the international offering is a condition to the
closing of the U.S. offering. The representatives of the international
underwriters are Merrill Lynch International and Goldman Sachs International.
We refer to the U.S. underwriters and the international underwriters as the
underwriters.

The underwriters have entered into an agreement in which they agree to
restrictions on where and to whom they and any dealer purchasing from them may
offer shares as part of the distribution of the shares. The underwriters also
have agreed that they may sell shares among each of the underwriting groups.

We have granted to the U.S. underwriters an option, exercisable
for 30 days from the date of this prospectus, to purchase up to an aggregate
of additional shares at the public offering price set forth on
the cover page of this prospectus, less the underwriting discount. The U.S.
underwriters may exercise this option solely for the purpose of covering
over-allotments, if any. To the extent this option is exercised, each U.S.
underwriter will become obligated, subject to specified conditions, to
purchase shares in approximately the same proportion as set forth in the table
above. We have also granted to the international underwriters an option to
purchase up to an aggregate of additional shares on the same
terms and conditions. If the U.S. and international underwriters' options are
exercised in full, the total public offering price for this offering would be
$ , the total underwriting discount would be $
and the total proceeds, before expenses to us would be $ .

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<PAGE>

The underwriters have informed us that they do not intend sales
to discretionary accounts to exceed five percent of the total number of shares
of our Class A common stock offered by them.

At our request, the underwriters have reserved up to
shares of our Class A common stock offered hereby for sale at the initial
public offering price to . The number of shares available for sale
to the general public will be reduced to the extent that these employees
purchase these reserved shares. Any reserved shares not so purchased will be
offered by the underwriters to the general public on the same basis as the
other shares of our Class A common stock offered hereby.

We intend to list our Class A common stock on the
under the symbol " ." The underwriters intend to sell shares to
a minimum of 2,000 beneficial owners in lots of 100 or more so as to meet the
distribution requirements of this listing.

In connection with this offering, we and the partnership have agreed
that, without the prior written consent of
on behalf of the underwriters, we will not, during the period ending days
after the date of this prospectus:

o directly or indirectly offer, issue, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase
or otherwise transfer or dispose of any shares of our Class A common
stock, partnership units in the partnership or any securities
convertible into or exercisable or exchangeable for our Class A
common stock or partnership units in the partnership, or file any
registration statement under the Securities Act of 1933 with respect
to any of the foregoing; or

o enter into any swap or other agreement or transaction that
transfers, in whole or in part, directly or indirectly the economic
consequences of ownership of our Class A common stock or these
partnership units, whether any such swap or transaction described in
the preceding clause is to be settled by delivery of our Class A
common stock, the partnership units or other securities, in cash or
otherwise.

The restrictions described in the preceding list are subject to
significant exceptions.

Prior to this offering, there has been no public market for our Class A
common stock. The initial public offering price was determined by negotiations
between the representatives of the underwriters and us. Among the factors that
we and the representatives considered in determining the initial public
offering price were our future prospects and our industry in general, our
revenues, earnings and other financial and operating information in recent
periods and the price to earning ratio, price to revenues ratio, market prices
of securities and other financial and operating information of companies
engaged in activities similar to ours.

In connection with the offering, the underwriters may purchase and sell
shares of the Class A common stock in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Shorts sales involve the sale by the underwriters of a
greater number of shares than they are required to purchase in the offering.
"Covered" short sales are sales made in an amount not greater than the
underwriters' option to purchase additional shares from us in the offering. The
underwriters may close out any covered short position by either exercising
their option to purchase additional shares or purchasing shares in the open
market. In determining the source of shares to close out the covered short
position, the underwriters will consider, among other things, the price of
shares available for purchase in the open market as compared to the price at
which they may purchase shares through the overallotment option. "Naked" short
sales are any sales in excess of that option. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the Class A common stock in the
open market after pricing that could adversely affect investors who purchase in
the offering. Stabilizing transactions consist of various bids for or purchases
of Class A common stock made by the underwriters in the open market prior to
the completion of the offering.

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<PAGE>

The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the U.S. representatives have repurchased
shares sold by or for the account of that underwriter in stabilizing or short
covering transactions.

Purchases to cover a short position and stabilizing transactions may have
the effect of preventing or retarding a decline in the market price of the
Class A common stock, and together with the imposition of the penalty bid, may
stabilize, maintain or otherwise affect the market price of the Class A common
stock. As a result, the price of the Class A common stock may be higher than
the price that otherwise might exist in the open market. If these activities
are commenced, they may be discontinued at any time. These transactions may be
effected on , in the over-the-counter market or otherwise.

Some of the underwriters engage in transactions with, and perform services
for, our company and our affiliates, including Verizon Communications and
Vodafone, in the ordinary course of business and have engaged and may in the
future engage in commercial banking and investment banking transactions with us
and our affiliates, for which those underwriters have received or will receive
customary compensation.

We and the partnership have agreed to indemnify the underwriters, and the
underwriters have agreed to indemnify us, against some liabilities relating to
this offering, including liabilities under the Securities Act of 1933.

We estimate the expenses for this offering to be $ .

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<PAGE>

[Alternate Page for International Prospectus]

Underwriting

Under the terms and subject to the conditions contained in an
international underwriting agreement, dated , 2000, the
international underwriters named below have severally agreed to purchase, and
we have agreed to sell to them, the respective number of shares of our Class A
common stock set forth below:

<TABLE>
<CAPTION>
Name Number of Shares
<S> <C>
Merrill Lynch International................
Goldman Sachs International................

---------------------
Total.....................................
=====================
</TABLE>

The representatives of the international underwriters are Merrill Lynch
International and Goldman Sachs International. The international underwriting
agreement provides that the obligations of the several international
underwriters to pay for and accept delivery of shares of our Class A common
stock offered in this prospectus are subject to the approval of specified legal
matters by their counsel and to other conditions. The international
underwriters are obligated to take and pay for all of the shares of our Class A
common stock offered hereby, except those shares covered by the over-allotment
option described below, if any shares are taken.

The international underwriters initially propose to offer a portion of the
shares of our Class A common stock directly to the public at the public
offering price set forth on the cover page of this prospectus and a portion to
some dealers at a price that represents a concession not in excess of $
per share under the public offering price. Any international underwriter may
allow, and these dealers may reallow, a concession not in excess of $ per
share to other brokers or to other dealers. After the initial offering of the
shares of our Class A common stock, the offering price and other selling terms
may be varied by the representatives.

We and a group of U.S. underwriters have entered into an underwriting
agreement providing for the concurrent offer and sale of our Class A common
stock in an offering in the United States and Canada. The initial public
offering price and aggregate underwriting discount per share for the two
offerings are identical. The closing of the international offering is a
condition to the closing of the U.S. offering, and the closing of the U.S.
offering is a condition to the closing of the international offering. The
representatives of the U.S. underwriters are Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. We refer to the international
underwriters and the U.S. underwriters as the underwriters.

We have granted to the international underwriters an option,
exercisable for 30 days from the date of this prospectus, to purchase up to an
aggregate of additional shares at the public offering price
set forth on the cover page of this prospectus, less the underwriting
discount. The international underwriters may exercise this option solely for
the purpose of covering over-allotments, if any. To the extent this option is
exercised, each international underwriter will become obligated, subject to
specified conditions, to purchase shares in approximately the same proportion
as set forth in the table above. We have also granted to the U.S.
underwriters an option to purchase up to an aggregate of
additional shares on the same terms and conditions. If the international and

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<PAGE>

[Alternate Page for International Prospectus]

U.S. underwriters' options are exercised in full, the total public offering
price for this offering would be $ , the total underwriting
discount would be $ and the total proceeds, before expenses to
us would be $ .

The underwriters have informed us that they do not intend sales
to discretionary accounts to exceed five percent of the total number of shares
of our Class A common stock offered by them.

At our request, the underwriters have reserved up to
shares of our Class A common stock offered hereby for sale at the initial
public offering price to . The number of shares available for sale to the
general public will be reduced to the extent that these employees purchase
these reserved shares. Any reserved shares not so purchased will be offered
by the underwriters to the general public on the same basis as the other
shares of our Class A common stock offered hereby.

We intend to list our Class A common stock on the under the symbol
" ." The underwriters intend to sell shares to a
minimum of 2,000 beneficial owners in lots of 100 or more so as to meet the
distribution requirements of this listing.

The restrictions described in the preceding list are subject to
significant exceptions.

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<PAGE>

[Alternate Page for International Prospectus]

option. The underwriters must close out any naked short position by purchasing
shares in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
price of the Class A common stock in the open market after pricing that could
adversely affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchases of Class A common stock
made by the underwriters in the open market prior to the completion of the
offering.

The underwriters may also impose a penalty bid. This occurs
when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the international representatives
have repurchased shares sold by or for the account of that underwriter in
stabilizing or short covering transactions.

We estimate the expenses for this offering to be $ .

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<PAGE>

LEGAL MATTERS

The validity of the issuance of the shares of Class A common stock offered
hereby will be passed upon for Verizon Wireless by Davis Polk & Wardwell, New
York, New York. Certain legal matters relating to the Class A common stock
offered hereby will be passed upon for the underwriters by Simpson Thacher &
Bartlett, New York, New York.

EXPERTS

The balance sheet of Verizon Wireless Inc. as of August 18, 2000, included
in this prospectus has been audited by Deloitte & Touche LLP, independent
auditors, as stated in their joint report appearing herein, and has been so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

The balance sheet of Verizon Wireless Inc. as of August 18, 2000, included
in this prospectus has been so included in reliance on the joint report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The audited consolidated financial statements of the partnership as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999 included in this prospectus, except as they relate to GTE
Wireless, have been audited by PricewaterhouseCoopers LLP, independent
accountants, and insofar as they relate to GTE Wireless, by Arthur Andersen
LLP, independent accountants, whose report thereon appears herein. Such
financial statements have been so included in reliance on the reports of such
independent accountants, given on the authority of such firms as experts in
auditing and accounting.

The combined balance sheet of Vodafone AirTouch Plc U.S. Cellular and
Paging Operations as of December 31, 1999 and the combined statements of
operations, changes in stakeholder's equity and cash flows for the six months
ended December 31, 1999 and the six months ended June 30, 1999, included in
this prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and has been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

The combined financial statements of Vodafone AirTouch Plc U.S. Cellular
and Paging Operations as of December 31, 1998 and for each of the two years in
the period ended December 31, 1998 included in this prospectus have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The financial statements of PrimeCo Personal Communications, L.P. as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999 included in this prospectus have been so included in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

The financial statements of Chicago SMS Limited Partnership, CyberTel
Cellular Telephone Company, CyberTel RSA Cellular Limited Partnership and
Illinois SMSA Limited Partnership for the nine-month period ended September 30,
1999 included in this prospectus have been audited by Arthur Andersen LLP,
independent auditors, and have been so included in reliance upon the report of
such firm given upon its authority as an expert in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, Washington, D.C. 20549, a registration
statement on Form S-1 under the Securities Act regarding our Class A common
stock. This prospectus does not contain all of the information contained in the
registration statement and the exhibits and schedules to it. Some items are
omitted in accordance

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<PAGE>

with the rules and regulations of the SEC. For further information regarding our
company and the Class A common stock, we refer you to the registration statement
and the exhibits and any schedules filed with it. Statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance, if the contract or document is
filed as an exhibit, we refer you to the copy of the contract or other document
filed as an exhibit to the registration statement, each statement being
qualified in all respects by that reference. A copy of the registration
statement, including the exhibits and schedules to it, may be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Information on the operation of the Public Reference Room may be obtained
by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet
site at http://www.sec.gov, from which interested persons can electronically
access the registration statement, including the exhibits and any schedules to
it.

As a result of the offering, we will become subject to the informational
requirements of the Securities Exchange Act of 1934. We will fulfill our
obligations regarding those requirements by filing periodic reports and other
information with the SEC. We intend to furnish our shareholders with annual
reports containing combined financial statements certified by an independent
public accounting firm.

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INDEX TO FINANCIAL STATEMENTS

Page
----
Verizon Wireless Inc.

Independent Auditors' Report F-3
Balance Sheet as of August 18, 2000....................................... F-4
Notes to Balance Sheet.................................................... F-5

Cellco Partnership

Unaudited Interim Financial Information
Consolidated Balance Sheets as of December 31, 1999 and
June 30, 2000 (Unaudited)............................................ F-6
Consolidated Statements of Operations for the six months ended
June 30, 1999 and 2000 (Unaudited)................................... F-7
Consolidated Statements of Partners' Capital for the
six months ended June 30, 2000 (Unaudited)........................... F-8
Consolidated Statements of Cash Flows for the six months ended
June 30, 1999 and 2000 (Unaudited)................................... F-9
Notes to the Consolidated Financial Statements (Unaudited)................ F-10
Annual Financial Information
Independent Auditor's Report.............................................. F-15
Report of Independent Public Accountants.................................. F-16
Consolidated Balance Sheets as of December 31, 1998 and 1999.............. F-17
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999..................................... F-18
Consolidated Statements of Partners' Capital for the years ended
December 31, 1997, 1998 and 1999..................................... F-19
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999..................................... F-20
Notes to the Consolidated Financial Statements............................ F-21

Vodafone AirTouch Plc U.S. Cellular and Paging Operations

Independent Auditors' Report.............................................. F-40
Report of Independent Accountants......................................... F-41
Combined Balance Sheets as of December 31, 1998 and 1999 and
March 31, 2000 (Unaudited)................................................ F-42
Combined Statements of Operations for the years ended December 31, 1997
and 1998, for the six months ended June 30, 1999 and
December 31, 1999, and for the three months ended March 31, 1999 and
2000 (Unaudited)..................................................... F-43
Combined Statements of Changes in Stakeholder's Equity for the years
ended December 31, 1997 and 1998, for the six months ended
June 30, 1999 and December 31, 1999, and for the three months ended
March 31, 2000 (Unaudited)........................................... F-44

F-1
<PAGE>

Combined Statements of Cash Flows for the years ended December 31, 1997
and 1998, for the six months ended June 30, 1999 and
December 31, 1999, and for the three months ended
March 31, 1999 and 2000 (Unaudited).................................. F-45
Notes to the Combined Financial Statements................................ F-47

PrimeCo Personal Communications, L.P.

Report of Independent Accountants......................................... F-58
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999 and for the three months
ended March 31, 1999 and 2000 (Unaudited)............................ F-59
Consolidated Balance Sheets as of December 31, 1998 and 1999,
and as at March 31, 2000 (Unaudited)................................. F-60
Consolidated Statements of Partners' Capital for the years ended
December 31, 1997, 1998 and 1999 and for the three months
ended March 31, 2000 (Unaudited)..................................... F-61
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999 and for the three months
ended March 31, 1999 and 2000 (Unaudited)............................ F-62
Notes to the Consolidated Financial Statements............................ F-63

Chicago SMSA Limited Partnership
CyberTel Cellular Telephone Company
CyberTel RSA Cellular Limited Partnership
Illinois SMSA Limited Partnership

Report of Independent Accountants......................................... F-70
Combined Statement of Operations for the period from January 1, 1999 to
September 30, 1999................................................... F-71
Combined Statement of Partners Capital.................................... F-72
Combined Statement of Cash Flow........................................... F-73
Notes to the Combined Financial Statements................................ F-74

F-2
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Verizon Wireless Inc.

We have audited the accompanying balance sheet of Verizon Wireless Inc. (the
"Company") as of August 18, 2000. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the balance
sheet is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Verizon Wireless Inc. at August
18, 2000, in conformity with accounting principles generally accepted in the
United States of America.

/s/ Deloitte & Touche LLP /s/ PricewaterhouseCoopers LLP
New York, New York New York, New York

August 22, 2000

F-3
<PAGE>

VERIZON WIRELESS INC.

Balance Sheet
August 18, 2000

Assets:
Cash............................................. $2,500
------
Total assets................................... $2,500
======
Stockholders' equity:
Common Stock; $0.01 par value, 100
shares authorized, 100 shares issued
and outstanding................................ $ 1
Additional paid-in capital....................... 2,499
------
Total stockholders' equity.................... $2,500
======

See accompanying note to balance sheet.

F-4
<PAGE>

VERIZON WIRELESS INC.
Note to Balance Sheet

1. Background

Verizon Wireless Inc.

Verizon Wireless Inc. (the "Company") was formed on August 11, 2000 in
anticipation of a proposed public offering, and with the proceeds therefrom, to
acquire partnership interests (the "Transaction") in Cellco Partnership, now
doing business as Verizon Wireless (the "Partnership"). The Company is
currently wholly owned by Verizon Communications. After the Transaction, even
though Verizon Communications' interest in the Company will be diluted, we
expect Verizon Communications will retain control of our operations and,
therefore, continue to consolidate the Company's results.

The Company intends to act as managing general partner of the Partnership
and intends to control the Partnership's management and operations, subject to
various protective veto rights over significant decisions held by the other
partners, and therefore intends to consolidate the Partnership's results in the
Company's financial statements upon consummation of the Transaction. It is also
intended that the Transaction be accounted for at the historical cost basis of
the Partnership since the Company and the Partnership are considered entities
under common control.

As of August 18, 2000, other than the initial capitalization of the
Company, no other business has been transacted.

Partnership

The Partnership was originally formed as a general partnership and was
previously owned and operated by Bell Atlantic Corporation ("Bell Atlantic")
under the name Bell Atlantic Mobile.

On July 27, 1998, Bell Atlantic and GTE Corporation ("GTE") entered into a
definitive merger agreement. The resulting merger was accounted for under the
pooling of interests method of accounting and closed on June 30, 2000.

Prior to the closing of the Bell Atlantic and GTE merger, in September
1999, Bell Atlantic and Vodafone AirTouch Plc ("Vodafone") each agreed to
contribute their U.S. mobile wireless businesses into the Partnership in
exchange for interests in the Partnership (including Vodafone's 50% interest in
PrimeCo Personal Communications L.P., a partnership already owned 50% by the
Partnership). On April 3, 2000, this transaction was consummated and the
Partnership began doing business as Verizon Wireless.

Upon closing the merger between Bell Atlantic and GTE, the resulting Bell
Atlantic entity, doing business as Verizon Communications, contributed GTE's
U.S. mobile wireless business ("GTE Wireless" or "GTEW") to the Partnership.

As a result of the transactions described above, the Partnership is now
comprised of the existing Cellco Partnership, GTEW, Vodafone's U.S. mobile
wireless operations (from the date of acquisition or April 3, 2000) and 100% of
PrimeCo Personal Communications L.P. ("PrimeCo") and is owned 55% by Verizon
Communications and 45% by Vodafone.

F-5
<PAGE>

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

December 31, June 30,
1999 2000
------------ --------
(unaudited)
Assets
Current assets:
Cash and cash equivalents.............................. $ 54 $ 517
Accounts receivable, net of $84 and $169 as of
December 31, 1999 and June 30, 2000, respectively.... 649 1,626
Unbilled revenue....................................... 370 378
Other receivables...................................... 48 256
Inventories, net....................................... 215 334
Prepaid expenses and other current assets.............. 91 140
------- -------
Total current assets................................. 1,427 3,251
------- -------
Property, plant and equipment, net....................... 7,273 10,436
Deferred cellular licenses, goodwill and other
intangibles, net....................................... 5,975 38,462
Investments in unconsolidated entities................... 840 148
Notes receivable - affiliate............................. -- 454
Notes receivable......................................... 174 174
Deferred charges and other assets, net................... 154 410
------- -------
Total assets......................................... $15,843 $53,335
------- -------
Liabilities and Partners' Capital
Current liabilities:
Short-term obligations, including current maturities... $ 42 $ 30
Due to affiliates...................................... 720 183
Accounts payable and accrued liabilities............... 1,264 3,747
Advance billings....................................... 134 309
Other current liabilities.............................. 83 100
------- -------
Total current liabilities............................ 2,243 4,369
------- -------
Long-term debt........................................... 456 4,658
Due to affiliates........................................ 4,181 5,192
Employee benefit plans................................... 168 29
Deferred income taxes.................................... 689 2,484
Minority interest in consolidated entities .............. 592 643
Other non-current liabilities............................ 174 225
------- -------
Total liabilities.................................... 8,503 17,600
------- -------
Partner's capital subject to redemption -- 20,000

Commitments and contingencies (Notes 7 and 9)
Partners' Capital........................................ 7,340 15,735
------- -------
Total liabilities and partners' capital.............. $15,843 $53,335
======= =======

See Notes to Consolidated Financial Statements.

F-6
<PAGE>

Cellco Partnership
(d/b/a Verizon Wireless)
Consolidated Statements of Operations
(in Millions)

For the six months ended
June 30,
------------------------
1999 2000
---- ----
(unaudited)
Operating revenue
Service revenues.................................... $3,213 $5,573
Equipment........................................... 300 526
------ ------
Total operating revenue......................... 3,513 6,099
------ ------
Operating costs and expenses
Cost of service..................................... 539 919
Cost of equipment................................... 430 785
Selling, general and administrative................. 1,357 2,524
Depreciation and amortization....................... 514 1,201
------ ------
Total operating costs and expenses.............. 2,840 5,429
------ ------
Operating income.................................... 673 670

Other income (expenses)
Interest expense, net............................... (66) (224)
Minority interest................................... (32) (73)
Equity in income of unconsolidated
entities, net...................................... -- 24
Other, net.......................................... 3 845
------ ------
Income before provision for income taxes............ 578 1,242
Provision for income taxes.......................... 128 127
------ ------
Net income........................................... $ 450 $1,115
====== ======

See Notes to Consolidated Financial Statements.

F-7
<PAGE>

Cellco Partnership
(d/b/a Verizon Wireless)
Consolidated Statements of Partners' Capital
(in Millions)

Partners' capital at December 31, 1999........................... $ 7,340
Net income for the six months ended June 30, 2000 (unaudited). 1,115
Vodafone contributed businesses (unaudited)................... 8,469
Distribution to partners (unaudited).......................... (1,232)
Other adjustments (unaudited)................................. 43
-------
Partners' capital at June 30, 2000 (unaudited)................... $15,735
=======

See Notes to Consolidated Financial Statements.

F-8
<PAGE>

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

<TABLE>
For the Six Months Ended
June 30,
------------------------
1999 2000
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income............................................................... $450 $1,115
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization.......................................... 514 1,201
Provision for losses on accounts receivable, net of recoveries......... 61 88
Provision for deferred income taxes.................................... 56 (151)
Equity in income of unconsolidated entities............................ -- (24)
Minority interests..................................................... 32 73
Net loss on disposal of property, plant and equipment.................. 2 11
Net gain on sale of investments........................................ -- (850)
Changes in certain assets and liabilities (net of the effects
of purchased and disposed businesses)
Unbilled revenue and receivables, net................................ (162) (348)
Inventories.......................................................... (18) 17
Prepaid expenses and other current assets............................ (10) (33)
Account payable and accrued liabilities.............................. (89) 382
Other current liabilities............................................ (21) (3)
Employee retirement plans............................................ 11 --
Other net............................................................ 40 40
---- ------
Net cash provided by operating activities.......................... 866 1,518
==== ======

Cash flow from investing activities
Capital expenditures..................................................... (656) (1,372)
Proceeds from sale of property, plant and equipment...................... 5 11
Acquisitions and investments............................................. (49) (1,838)
Deferred charges......................................................... (11) 5
Investments in and contributions to unconsolidated entities.............. (8) (46)
Distributions from unconsolidated entities............................... 47 40
Purchase of minority interest............................................ -- (129)
Proceeds from sale of investments........................................ -- 1,298
---- ------
Net cash used in investing activities.............................. (672) (2,031)
==== ======
Cash flow from financing activities
Due to affiliates........................................................ (477) 504
Change in short-term obligations, net.................................... (7) (34)
Issuance of long-term debt............................................... 378 784
Repayment of long-term debt.............................................. -- (43)
Distribution to partners................................................. (42) --
Distributions to minority investors...................................... (43) (235)
---- ------
Net cash (used in) provided by financing activities (191) 976
---- ------
Increase in cash and cash equivalents...................................... 3 463
Cash, beginning of period.................................................. 39 54
---- ------
Cash, end of period...................................................... $ 42 $ 517
==== ======
Cash paid during the period for:
Interest................................................................. $ 69 $ 227
Income taxes............................................................. $104 $ 92
</TABLE>

See Notes to Consolidated Financial Statements.

F-9
<PAGE>

1. Basis of Presentation

On June 30, 2000, Bell Atlantic Corporation ("Bell Atlantic") and GTE
Corporation ("GTE") completed a merger of equals under a definitive merger
agreement entered into on July 27, 1998 to form Verizon Communications.
For financial reporting purposes, prior to the AirTouch transaction (see
Note 2), the Cellco Partnership (the "Partnership") was comprised of the
existing Cellco Partnership and the contribution by Verizon Communications
of GTE Wireless ("GTEW") and Verizon Communications' 50% ownership
interest in PrimeCo Personal Communications L.P. ("PrimeCo"). Accordingly,
all prior period consolidated financial statements presented have been
restated to include the consolidated results of operations, financial
position and cash flows of GTEW and 50% of PrimeCo as though they had
always been a part of the Partnership.

As of April 3, 2000, the Partnership began conducting business as Verizon
Wireless ("Verizon Wireless").

These interim consolidated financial statements are unaudited, but in the
opinion of management, include all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of
financial position, results of operations and cash flows at the dates and
for the interim periods shown. These interim consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes of the Partnership for the year ended
December 31, 1999. The consolidated results for interim periods are not
necessarily indicative of results for the full year or any subsequent
period.

2. Business Combinations

Vodafone AirTouch and PrimeCo

On April 3, 2000, Bell Atlantic and Vodafone AirTouch Plc ("Vodafone")
consummated their previously announced agreement to combine their U.S.
wireless operations. In accordance with the terms of the U.S. Wireless
Alliance Agreement (the "Alliance Agreement") dated September 21, 1999
between the two companies, Vodafone contributed its U.S. wireless
operations (the "AirTouch Properties"), its 50% ownership interest in
PrimeCo and approximately $4 billion of debt to the Partnership, in
exchange for a 65.1% interest in the Partnership, and Bell Atlantic
retained a 34.9% interest. Upon Bell Atlantic's merger with GTE
Corporation as of June 30, 2000 (see Note 1) and the contribution of GTEW
to the Partnership, Bell Atlantic increased its partnership interest to
55% and Vodafone's partnership interest decreased to 45%.

The Partnership accounted for the April 3, 2000 transaction in accordance
with the purchase method of accounting. Consideration of $33.3 billion was
allocated as follows based upon a preliminary assessment of tangible and
intangible assets acquired:

Cellular licenses............................... $21,502
Customer list................................... 2,747
Assembled workforce............................. 159
Goodwill........................................ 6,304
Net tangible assets acquired.................... 2,581
-------
Total........................................... $33,293
=======

The allocation of fair values is preliminary and subject to the final
results of an independent third party appraisal of the Vodafone assets.

Under the terms of an investment agreement between Bell Atlantic and
Vodafone, Vodafone has the right to require the Partnership to purchase up
to $20 billion worth of Vodafone's interest in the Partnership with up to
$10 billion being redeemed in July 2003 or 2004 and the remainder in July
2005, 2006 or 2007.

F-10
<PAGE>

ALLTEL overlap transaction

Based on regulations of the Federal Communications Commission governing
wireless communications, there were certain properties of the Partnership,
the acquired AirTouch Properties, and GTEW that were required to be
divested in order to eliminate overlapping operations. To effect these
divestitures, some properties were exchanged via swaps with other wireless
carriers. Accordingly, on January 31, 2000 the Partnership signed
agreements with ALLTEL Communications (ALLTEL) to exchange wireless
interests in two stages (Stage I and Stage II). On April 1, 2000 the
Partnership executed the Stage I transaction whereby it exchanged its
interest in the southwest part of the United States (also known as
"Southwestco Wireless") for ALLTEL's interest in 8 markets. The
Partnership recorded a gain on the sale of Southwestco Wireless of
approximately $848, which is included in other, net in the consolidated
statement of operations. On June 29, 2000 the Partnership executed the
Stage II transaction whereby it obtained 17 of ALLTEL's wholly owned
markets and 8 of its majority owned markets in exchange for GTEW's
interest in certain markets. No gain or loss was recorded by the
Partnership in the Stage II transaction as GTEW's divested markets had not
been contributed to the Partnership.

The Partnership recorded the acquisition of the Stage I and Stage II
ALLTEL properties under the purchase method of accounting. The
consideration paid of approximately $2,441 over net assets acquired of
approximately $458 was allocated as follows:

Customer list.............................. $ 52
Cellular licenses.......................... 1,931
------
Total...................................... $1,983
======

The allocation of the purchase price is preliminary and subject to the
final results of an independent third party appraisal.

The following selected unaudited pro forma information is being provided
to present a summary of the combined results of the Partnership as if the
AirTouch Properties acquisition and ALLTEL overlap transaction, had
occurred as of January 1, 2000 and 1999, giving effect to purchase
accounting adjustments. The unaudited pro forma data is for informational
purposes only and may not necessarily reflect the results of operations of
the Partnership had the acquired business operated as part of the
Partnership for the six months ended June 30, 1999 and 2000.

F-11
<PAGE>

Six Months ended June 30,
------------------------------------------------
1999 2000
------------------------------------------------
Historical Pro Forma Historical Pro Forma
---------- --------- ---------- ---------
(unaudited) (unaudited)
Total operating revenue. $3,513 $6,847 $6,099 $7,692

Net Income.............. $ 450 $ 274 $1,115 $ 294

The pro forma results do not necessarily represent results, which would
have occurred if the acquisition had taken place on the basis assumed
above, nor are they indicative of the results of future combined
operations.

GTE Wireless

As described in Note 1, all prior period consolidated financial statements
presented have been restated to include the consolidated results of
operations, financial position and cash flows of GTEW as though it had
always been a part of the Partnership.

The operating revenues and net income previously reported by the separate
entities and the combined amounts in the accompanying consolidated
condensed statement of operations are as follows:

Six Months Ended June 30,
-------------------------
1999 2000
---- ----
(unaudited)
Operating Revenues:
Cellco..................... $1,934 $4,057
GTEW....................... 1,608 2,115
Conforming Adjustments..... (29) (73)
------ ------
Combined................... $3,513 $6,099
====== ======

Net Income:
Cellco..................... $271 $976
GTEW....................... 183 138
Conforming Adjustments..... (4) 1
------ ------
Combined................... $ 450 $1,115
====== ======

The significant conforming adjustments relate to:
o Elimination of inter-company transactions
o Conforming accounting policies for customer acquisitions costs to
expenses as incurred

4. Transaction with Affiliate

In accordance with an amendment to the Alliance Agreement dated April 3,
2000, any tower financing transactions accounted for by the Verizon
Communications or Vodafone as a financing were not contributed to the
Partnership. Therefore, the Tower Financing (see Note 4 of the
Partnership's December 31, 1999 financial statements) and related
transactions were transferred to Verizon Communications and will no longer
be accounted for as part of the financial position and results of
operations of the Partnership. Therefore, $373 of book value of cellular
network towers were transferred to Verizon Communications.

F-12
<PAGE>

5. Deferred Cellular Licenses, Goodwill and Other Intangibles, Net

Deferred cellular licenses, goodwill and other intangibles, net was
comprised of the following:

December 31, June 30,
1999 2000
------------ --------
Deferred Cellular Licenses (40 yrs)............ $2,822 $26,679
Goodwill (25-40 yrs)........................... 3,521 9,844
Customer lists (2-10 yrs)...................... 334 3,131
Other intangible assets (3-5 yrs).............. 34 241
------ -------
Total.......................................... 6,711 39,895
Accumulated amortization....................... (736) (1,433)
------ -------
Total deferred cellular licenses and
other intangibles, net....................... $5,975 $38,462
====== =======

Amortization expense for the six months ended June 30, 1999 and 2000 was
$25 and $427, respectively.

6. Non-recurring Charges

During the second quarter, the Partnership recorded a charge to operating
expenses of approximately $47 in selling, general and administrative
expenses related to the vesting of certain value appreciation rights in
accordance with the Bell Atlantic Mobile 1995 Long-Term Incentive Plan
(the "Plan"), in connection with the closing of the AirTouch Properties
acquisition. The vesting was triggered by a change of control provision as
defined in the Plan.

7. Accounts payable and Accrued liabilities

Accounts payable and accrued liabilities as of December 31, consisted of
the following:

December 31, June 30,
1999 2000
------------ --------
Accounts payable........................ $ 610 $2,706
Taxes payable........................... 222 488
Accrued payroll and related expense..... 178 289
Accrued expenses........................ 160 192
Accrued commissions..................... 94 72
------ ------
Total................................. $1,264 $3,747
====== ======

8. Long Term Debt and Due to Affiliates

As of June 30, 2000, the Partnership had approximately $10.1 billion of
indebtedness, including capitalized leases. The Partnership's principal
debt obligations consist of debt that the Partnership assumed in
connection with the contribution of businesses by Verizon Communications
and Vodafone in April and June 2000, including $4.5 billion of debt under
a credit facility with a group of financial institutions led by The Chase
Manhattan Bank and Citibank, N.A. and $5.4 billion of debt borrowed from
Verizon Communications and its affiliates.

The credit facility includes a $4.7 billion revolving credit facility and
a $.4 billion term loan facility. Borrowings under the revolving facility
amounted to $4.1 billion at June 30, 2000 and bear interest, at the

F-13
<PAGE>

Partnership's option, at a rate equal to LIBOR, plus 0.24%, the prime rate
or a competitive bid option. The revolving credit facility expires on
April 1, 2001.

Borrowings from Verizon Communications include demand notes and term
notes. Demand note balances will fluctuate based upon the Partnership's
working capital and other funding requirements. As of June 30, 2000,
demand loan and term borrowings amounted to $2.6 billion and $2.8 billion,
respectively. Interest on these loans is generally based on a blended
interest rate determined by Verizon Communications.

9. Supplemental Cash Flow Information

<TABLE>
June 30, June 30,
1999 2000
-------- --------
<S> <C> <C>
Supplemental investing and financing non-cash transactions:

Assets acquired as a result of business combinations.......... $ 40 $6,517
Liabilities assumed as a result of business combinations...... $ - $3,060
Debt assumed as a result of business combinations............. $ 38 $4,387
Net assets transferred to affiliate $ - $ 391
</TABLE>

10. Contingencies

The Partnership is subject to several lawsuits and other claims including
class actions. Various consumer class action lawsuits allege that the
Partnership breached contracts with consumers, violated certain state
consumer protection laws and other statutes and defrauded customers
through concealed or misleading billing practices. An employee benefits
class action lawsuit alleges breach of fiduciary duty with respect to
pension information provided to applicants for employment and employees of
the Partnership. Additional lawsuits include charges of alleged unfair
labor practices, as well as unfair trade practice and breach of contract
claims involving the Partnership's relations with certain agents. Other
litigation matters, while significant, involve indemnification obligations
by third 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, and outcomes are not
predictable with assurance. Consequently, the ultimate liability with
respect to these matters at June 30, 2000 cannot be ascertained. The
potential effect, if any, on the consolidated financial condition and
results of operations 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 matters, in management's opinion, based on the
advice of such legal counsel, the ultimate liability with respect to any
of these actions, or all of them combined, will not materially affect the
consolidated financial position or operating results of the Partnership.

11. Subsequent Events

On August 15, 2000, the Partnership acquired cellular and microwave
licenses as well as the assets of the Georgia 5 Rural Service Area,
otherwise known as GA5 RSA from an unrelated third party for approximately
$154 in cash.

F-14
<PAGE>

Independent Auditor's Report

To the Partners and Board of Directors of Cellco Partnership

We have audited the accompanying consolidated balance sheets of Cellco
Partnership, (formerly known as Bell Atlantic Mobile now doing business as
Verizon Wireless) (the "Partnership") as of December 31, 1998 and 1999, and the
related consolidated statements of operations, of cash flows and of partners'
capital for each of the three years in the period ended December 31, 1999.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the consolidated financial
statements of GTE Wireless Incorporated and its land-based wireless
subsidiaries and affiliates ("GTEW"), a wholly-owned subsidiary of GTE
Corporation, which statements reflect total assets of $5,705 million and $9,439
million at December 31, 1998 and 1999, respectively, and total revenues of
$3,125 million, $3,204 million and $3,582 million for the years ended December
31, 1997, 1998 and 1999, respectively. Those statements were audited by other
auditors whose report thereon has been furnished to us, and our opinion
expressed herein, insofar as it relates to the amounts included for GTEW, is
based solely on the report of the other auditors.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Partnership at December 31,
1998 and 1999, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.

As described in Note 1, the accompanying consolidated financial statements give
retroactive effect to the contribution by Verizon Communications of GTEW to
the partnership in a manner similar to the pooling of interests method of
accounting under APB 16.

/s/ PricewaterhouseCoopers LLP
New York, New York
January 20, 2000, except as
to Notes 1, 2 and 3, which are
as of August 14, 2000

F-15
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To GTE Wireless Incorporated:

We have audited the accompanying consolidated balance sheets of GTE
Wireless Incorporated and its land-based wireless subsidiaries (a Delaware
corporation) as of December 31, 1998 and 1999 and the related consolidated
statements of operations, changes in stockholder's equity, and cash flows for
the three years in the period ended December 31, 1999 (not presented herein).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above (not presented
herein) present fairly, in all material respects, the consolidated financial
position of GTE Wireless Incorporated and its land-based wireless subsidiaries
as of December 31, 1998 and 1999 and the results of their operations and their
cash flows for the three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States.

Arthur Andersen LLP
Atlanta, Georgia
July 17, 2000

F-16
<PAGE>

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

December 31,
-------------------
1998 1999
-------- --------
Assets
Current assets
Cash and cash equivalents............................ $ 39 $ 54
Accounts receivable, net of $81 and $84 as of
December 31, 1998 and 1999, respectively........... 495 649
Unbilled revenue..................................... 295 370
Other receivables.................................... 37 48
Inventories, net..................................... 101 215
Prepaid expenses and other current assets............ 67 91
------- -------
Total current assets....................................... 1,034 1,427
------- -------
Property, plant and equipment, net.................... 6,073 7,273
Deferred cellular licenses, goodwill and other
intangibles, net.................................... 2,701 5,975
Investments in unconsolidated entities................ 876 840
Notes receivable...................................... -- 174
Deferred charges and other assets, net................ 116 154
------- -------
Total assets............................................... $10,800 $15,843
======= =======
Liabilities and Partners' Capital
Current liabilities
Short-term obligations, including current maturities. 7 42
Due to affiliates.................................... 306 720
Accounts payable and accrued liabilities............. 1,027 1,264
Advance billings..................................... 84 134
Other current liabilities............................ 100 83
------- -------
Total current liabilities.................................. 1,524 2,243
------- -------
Long-term debt........................................ 14 456
Due to affiliates..................................... 1,994 4,181
Employee benefit plans................................ 142 168
Deferred income taxes................................. 614 689
Minority interest in consolidated entities............ 265 592
Other non-current liabilities......................... 121 174
------- -------
Total liabilities.......................................... 4,674 8,503
------- -------
Commitments and contingencies (Notes 8, 9, 10, 16
and 21) Partners' Capital........................... 6,126 7,340
------- -------
Total liabilities and partners' capital.................... $10,800 $15,843
======= =======

See Notes to Consolidated Financial Statements.

F-17
<PAGE>

Cellco Partnership
(d/b/a Verizon Wireless)
Consolidated Statements of Operations
(in Millions)

For the years ended
December 31,
--------------------------
1997 1998 1999
---- ---- ----
Operating revenue
Service revenues..................................$5,839 $6,178 $6,967
Equipment......................................... 357 463 692
------ ------ ------
Total operating revenue....................... 6,196 6,641 7,659
------ ------ ------
Operating costs and expenses
Cost of service................................... 937 880 1,392
Cost of equipment................................. 684 678 935
Selling, general and administrative............... 2,632 2,732 2,851
Depreciation and amortization..................... 840 959 1,105
------ ------ ------
Total operating costs and expenses............ 5,093 5,249 6,283
------ ------ ------
Operating income.................................. 1,103 1,392 1,376

Other income (expenses)
Interest expense, net............................. (90) (129) (164)
Minority interest................................. (74) (92) (76)
Equity in loss of unconsolidated
entities, net.................................... (20) (19) (2)
Other, net........................................ 2 16 4
------ ------ ------
Income before provision for income taxes.......... 921 1,168 1,138
Provision for income taxes........................ 184 262 206
------ ------ ------
Net income.........................................$ 737 $ 906 $ 932
====== ====== ======

See Notes to Consolidated Financial Statements.

F-18
<PAGE>

Cellco Partnership
(d/b/a Verizon Wireless)
Consolidated Statements of Partners' Capital
(in Millions)

Partners' capital at January 1, 1997...................... $7,121
Net income for the year ended December 31, 1997........... 737
Contribution from partner................................. 246
Distribution to partners.................................. (2,107)
Other adjustments......................................... (13)
------
Partners' capital at December 31, 1997.................... 5,984
------
Net income for the year ended December 31, 1998........... 906
Contribution from partner................................. 196
Distribution to partners.................................. (960)
------
Partners' capital at December 31, 1998.................... 6,126
------
Net income for the year ended December 31, 1999........... 932
Contribution from partners................................ 889
Distribution to partners.................................. (622)
Other adjustments......................................... 15
------
Partners' capital at December 31, 1999.................... $7,340
======

See Notes to Consolidated Financial Statements.

F-19
<PAGE>

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

<TABLE>
December 31,
------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities
Net income..........................................................$ 737 $ 906 $ 932
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization................................... 840 959 1,105
Provision for losses on accounts receivable, net of
recoveries.................................................... 155 128 139
Provision for deferred income taxes............................. 100 47 81
Equity in loss of unconsolidated entities, net.................. 20 19 2
Minority interests.............................................. 74 92 76
(Gain)/loss on disposal of property, plant and equipment........ - (5) 8
(Gain)/loss on sale of investments.............................. (7) 11 5
Changes in certain assets and liabilities (net of the
effects of purchased and disposed businesses)
Unbilled revenue and receivables, net....................... (131) (93) (246)
Inventories................................................. 29 3 (62)
Prepaid expenses and other current assets................... 8 12 (38)
Account payable and accrued liabilities..................... (11) 162 115
Other current liabilities................................... 37 5 (21)
Employee retirement plans................................... 22 29 24
Other, net.................................................. 32 66 47
------ ------ ------
Net cash provided by operating activities.................. 1,905 2,341 2,167
------ ------ ------
Cash flow from investing activities
Capital expenditures................................................(1,305) (1,258) (1,537)
Proceeds from sale of property, plant and equipment................. 3 8 4
Acquisitions and investments........................................ (106) (83) (3,767)
Deferred charges.................................................... (23) (19) (31)
Investments in and contributions to unconsolidated entities......... (32) (7) (9)
Distributions from unconsolidated entities.......................... 97 116 89
Proceeds from sale of investments................................... 39 176 13
------ ------ ------
Net cash used in investing activities......................(1,327) (1,067) (5,238)
------ ------ ------
Cash flow from financing activities
Due to affiliates................................................... 1,980 (209) 2,603
Change in short-term obligations, net............................... (419) -- 35
Issuance of long-term debt.......................................... -- -- 352
Repayment of long-term debt......................................... -- -- (7)
Contributions from partners......................................... -- -- 764
Distribution to partners............................................(2,107) (960) (601)
Purchase of minority interest....................................... -- (6) (8)
Contributions from minority investors............................... 4 1 --
Distributions to minority investors................................. (44) (81) (52)
------ ------ ------
Net cash (used in) provided by financing activities........ (586) (1,255) 3,086
------ ------ ------
(Decrease) increase in cash and cash equivalents..................... (8) 19 15
Cash, beginning of period............................................ 28 20 39
------ ------ ------
Cash, end of period.................................................$ 20 $ 39 $ 54
====== ====== ======
</TABLE>

See Notes to Consolidated Financial Statements.

F-20
<PAGE>

Cellco Partnership
(d/b/a Verizon Wireless)
Notes to Consolidated Financial Statements
(Dollars in millions)

1. Formation of Verizon Wireless and Description of the Business

Formation of Verizon Wireless

Cellco Partnership ("Cellco" or the "Partnership"), doing business as Bell
Atlantic Mobile (BAM), was a general partnership formed by Bell Atlantic
Corporation ("Bell Atlantic") and the former NYNEX Corporation (NYNEX) which
began conducting business operations on July 1, 1995. On August 14, 1997, Bell
Atlantic and NYNEX merged into one company, Bell Atlantic. Subsequent to the
merger, Bell Atlantic held an indirect aggregate ownership interest of 100% in
Cellco.

On June 30, 2000 Bell Atlantic and GTE Corporation ("GTE Corp.") completed
a merger of equals under a definitive merger agreement entered into on July 27,
1998. On June 30, 2000, the newly merged entity changed its name to Verizon
Communications ("Verizon Communications"). Under the agreement, Verizon
Communications contributed GTE Corp.'s wireless assets and operations, ("GTE
Wireless" or "GTEW") and also contributed its 50% ownership interest in PrimeCo
Personal Communications L.P. ("PrimeCo") to the Partnership. As of April 3,
2000, the Partnership began conducting business as Verizon Wireless ("Verizon
Wireless").

The merger qualified as a tax-free reorganization and has been accounted
for as a pooling of interests. Under this method of accounting, Cellco and GTEW
are treated as if they had always been combined for accounting and financial
reporting purposes in a manner similar to a pooling of interests and therefore
all prior period consolidated financial statements of Cellco Partnership have
been restated.

Description of the Business

Under the Verizon Wireless brand name, the Partnership provides wireless
voice and data services and products and resells paging services to consumers
and business customers in its markets. Major cellular markets operating under
the Verizon Wireless brand include major metropolitan and rural areas
throughout the Northeast, Mid-Atlantic, Southeast, South Central, Northwest,
and Southwest regions of the United States.

Bell Atlantic Paging, Inc. which acted as an agent for operating telephone
companies of Bell Atlantic, marketed paging equipment and service to consumers
and resellers, including Cellco. On December 31, 1997, Cellco contributed its
interest in Bell Atlantic Paging, Inc. to Bell Atlantic Cellular Holdings,
L.P., a subsidiary of Bell Atlantic. However, Cellco continued to have full
management control of Bell Atlantic Paging, Inc. On December 31, 1998, Bell
Atlantic sold their paging business and most of the related assets and
liabilities to an unrelated third party (See Note 20). Cellco continues to
resell paging services to consumers, as well as other facilities-based paging
carriers.

2. Summary of Significant Accounting Policies

Consolidated Financial Statements and Basis of Presentation

The consolidated financial statements of Verizon Wireless include the
accounts of its majority-owned subsidiaries, the partnerships in which Verizon
Wireless has a controlling interest, and other Verizon Communications entities
in which Verizon Wireless has full management control but not direct ownership.
Investments in businesses and partnerships in which the Partnership does not
have control, but has the ability to exercise significant influence over
operating and financial policies, are accounted for using the equity method
(see Note 6). All significant intercompany accounts and transactions between
these entities have been eliminated.

F-21
<PAGE>

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Estimates
are used for, but not limited to, the accounting for: allowance for
uncollectible accounts receivable, unbilled revenue, fair values of financial
instruments, depreciation and amortization, capitalized software costs, accrued
expenses, and allocation of purchase prices in connection with business
combinations.

FCC Licenses

The Federal Communications Commission (FCC) issues licenses that authorize
cellular carriers to provide service in specific cellular geographic service
areas (CGSAs). The FCC grants licenses for terms of up to ten years. In 1993,
the FCC adopted specific standards to apply to cellular renewals, concluding it
will award a license renewal to a cellular licensee that meets certain
standards of past performance. Historically, the FCC has granted license
renewals routinely. The licenses held by the Partnership and its subsidiaries,
controlled partnerships, and other combined entities, in which it has full
management control, expire at various dates. The Partnership believes that it
will be able to meet all requirements necessary to secure renewal of its
cellular licenses.

Revenue Recognition

The Partnership earns revenue by providing access to the cellular network
(access revenue), for usage of the cellular network (airtime/usage revenue),
which includes roaming and cellular long distance revenue. Access revenue is
billed one month in advance and is recognized when earned; the unearned portion
is classified in advance billings. Airtime/usage revenue, roaming revenue and
long distance revenue are recognized when service is rendered and included in
unbilled revenue until billed. Equipment sales revenue is recognized when the
equipment is delivered to and accepted by the customer. Management believes the
Partnership's revenue recognition policies are in accordance with the
Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements."

Cash and Cash Equivalents

All highly liquid investments with an original maturity of 90 days or
less, are considered to be cash equivalents. Cash equivalents are stated at
cost, which approximates market value.

Inventory

Inventory consists primarily of cellular and pager equipment held for
sale. Equipment held for sale is carried at the lower of cost (determined using
a first-in, first-out method) or market.

Deferred Charges and Other Assets

Deferred Charges consist primarily of direct costs incurred for
professional services provided by third parties and compensation costs of
employees which relate to software developed for internal use either during the
application stage or for upgrades and enhancements that increase functionality.
Costs are capitalized and are being amortized on a straight-line basis over
their estimated useful lives of three to five years. Costs incurred in the
preliminary project stage of development (prior to technological feasibility),
and maintenance, are expensed in periods when they are incurred.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". The SOP identifies
the characteristics of internal-use software and provides examples to assist in
determining when computer software is for internal-use. The SOP is effective
for fiscal years beginning after December 15, 1998. The Partnership believes
the above policy is consistent with the requirements of the SOP.

F-22
<PAGE>

Capitalized software, net of related amortization, of $100 and $125 as of
December 31, 1998 and 1999, respectively, have been included in deferred
charges and other assets.

Property, Plant and Equipment

Property, plant and equipment primarily represents costs incurred to
construct Mobile Telephone Switching Offices (MTSOs) and cell sites. The cost
of property, plant and equipment is depreciated over its estimated useful life,
using the straight-line method of accounting. Leasehold improvements are
amortized over the shorter of their estimated useful lives or the term of the
related lease. Major improvements to existing plant and equipment are
capitalized. Routine maintenance and repairs that do not extend the life of the
plant and equipment are charged to expense as incurred.

Upon the sale or retirement of property, plant and equipment, the cost and
related accumulated depreciation or amortization is eliminated from the
accounts and any related gain or loss is reflected in the statement of
operations. The Partnership exchanges (trades-in) certain assets for similar
productive assets and generally receives trade-in allowances from its vendors.
The cost of the new asset is generally the monetary consideration paid plus the
net book value of the asset surrendered. If the trade-in allowance is less than
the net book value of the asset surrendered, a loss is reflected in the
statement of operations.

Interest expense and network engineering costs incurred during the
construction phase of the Partnership's cellular network and real estate
properties under development are capitalized as part of property, plant and
equipment and recorded as construction in progress until the projects are
completed and placed into service.

Deferred Cellular Licenses and Other Intangibles

In connection with acquisitions of interests in various cellular systems,
the cost of such acquisitions in excess of the value of the net assets and
identifiable intangibles acquired is attributed to goodwill and is amortized
over periods not exceeding forty years using the straight-line method of
accounting. In addition, the Partnership capitalizes the cost of engineering
plans, demographic and traffic pattern studies, and legal costs incurred in
connection with the preparation, filing, settlement, and resolution of
applications with the FCC for permits to construct cellular telephone systems.
These costs are deferred and amortized over the period benefitted or forty
years, whichever is less, using the straight-line method of accounting.

Amounts allocated to customer lists in connection with various business
acquisitions are being amortized on a straight-line basis over their estimated
useful life of two to ten years.

Valuation of Assets

Long-lived assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. If
the undiscounted expected future cash flows is lower than the carrying amount
of the asset, a loss is recognized for the difference between the carrying
amount and the fair value of the asset.

Concentrations

To the extent the Partnership's customers become delinquent, collection
activities commence. No single customer is large enough to present a
significant financial risk to the Partnership. The Partnership maintains an
allowance for losses based on the expected collectibility of accounts
receivable.

The Partnership relies on local and long-distance telephone companies and
other companies to provide certain communication services. Although management
feels alternative telecommunications facilities could be found in a timely
manner, any disruption of these services could potentially have an adverse
impact on operating results.

Although the Partnership attempts to maintain multiple vendors for each
required product, its inventory and equipment, which are important components
of its operations, are currently acquired from only a few sources. If the
suppliers are unable to meet the Partnership's needs as it builds out its
network infrastructure and sells service and equipment, delays and increased

F-23
<PAGE>

costs in the expansion of the Partnership's network infrastructure or losses of
potential customers could result, which would adversely affect operating
results.

Financial Instruments

The Partnership's financial instruments, including trade receivables and
payables, are short-term in nature, and accordingly approximate fair value. The
fair value of the Tower Financing (See Notes 4 and 8) and long-term debt is
considered to be equivalent to the carrying value as the interest rates are
based upon variable rates. Because there is no specific maturity date on the
amounts owed in the due to affiliate balance, the fair value of these items
cannot be determined.

The Partnership uses interest rate swap contracts to manage market risk
and reduce its exposure to fluctuations in interest rates on its variable rate
debt. Periodic payments and receipts under the interest rate swaps are recorded
as part of interest expense. The related amount payable to, or receivable from,
the counterparty is included in accrued interest payable or other current
assets. The fair value of the interest rate swaps is not recognized in the
consolidated financial statements as they are accounted for as hedges. If the
interest rate swaps cease to qualify as a hedge, any subsequent gains and
losses would be recognized in the statement of operations. The Partnership is
subject to credit risk in the event of nonperformance by the counterparty to
the interest rate swap agreements. However, the Partnership does not anticipate
nonperformance by the counterparty. The Partnership does not use derivative
financial instruments for trading or speculative purposes.

Advertising Expense

The Partnership expenses advertising costs when the advertising occurs.

Income Taxes

The Partnership is not a taxable entity for federal income tax purposes.
Any federal taxable income or loss is included in the respective partners'
consolidated federal return. The consolidated financial statements include
provisions for federal and state income taxes, on a stand-alone basis, for all
corporate entities. Deferred income taxes are recorded using enacted tax law
and rates for the years in which the taxes are expected to be paid. Deferred
income taxes are provided for items when there is a temporary difference in
recording such items for financial reporting and income tax reporting. Certain
states impose taxes at the partnership level and such taxes are the
responsibility of the Partnership.

Segments

The Partnership manages the business as one reportable business segment.
The Partnership operates domestically only.

Recently Issued Accounting Pronouncements

On July 8, 1999, the Financial Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 137, "Deferral of the Effect
Date of SFAS No.133" which defers the effective date of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" to all fiscal
quarters of all fiscal years beginning after June 15, 2000. On June 19, 2000,
the FASB issued SFAS No. 138, and amendment to SFAS No. 133. The Partnership is
currently evaluating the financial impact of adoption of SFAS No. 133, as
amended by SFAS No. 138. The adoption is not expected to have a material effect
on the Partnership's results of operations, financial position, or cash flows.

In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation an Interpretation of
Accounting Principles Board ("APB") No. 25" ("FIN No. 44"). The interpretation
provides guidance in certain issues relating to stock compensation involving
employees that arose in applying APB Opinion No. 25. Among other things, this
Interpretation clarifies (a) the definition of an employee for purposes of
applying APB No. 25, (b) the criteria for determining whether a plan qualifies
as a noncompensatory plan, (c) the accounting for an exchange of stock
compensation awards in a business combination. The provisions of FIN No. 44 are

F-24
<PAGE>

generally effective July 1, 2000, except for certain provisions which apply to
modifications to stock awards made after December 15, 1998. The Partnership
continues to evaluate the expected impact of FIN No. 44 on its consolidated
financial statements.

3. Business Combinations

On June 30, 2000, in connection with the merger of Bell Atlantic and GTE
Corporation, GTEW was contributed into the Partnership. The merger constituted a
tax-free reorganization and has been accounted for as a pooling of interests
under Accounting Principles Board Opinion No. 16. Accordingly, all prior period
consolidated financial statements presented have been restated to include the
consolidated results of operations, financial position and cash flows of GTEW
as though it had always been a part of the Partnership.

The results of operations for the separate companies and the combined
amounts presented in the consolidated financial statements follow:

Years Ended December 31,
-----------------------------------
1997 1998 1999
------ ------ ------
Operating Revenues:
Cellco................. $3,122 $3,513 $4,140
GTEW................... 3,125 3,204 3,582
Conforming Adjustments. (51) (76) (63)
------ ------ ------
Combined............... $6,196 $6,641 $7,659
====== ====== ======

Net Income:
Cellco................. $ 496 $ 553 $ 653
GTEW................... 235 371 280
Conforming Adjustments. 6 (18) (1)
------ ------ ------
Combined............... $ 737 $ 906 $ 932
====== ====== ======

The significant conforming adjustments related to:

o Elimination of inter-company transactions

o Conforming accounting policies for customer acquisition costs to
expense as incurred.

4. Property, Plant and Equipment

Property, plant and equipment consists of the following:

1998 1999
--------- ---------
December 31,

Land and improvements............................ $ 91 $ 103
Buildings (10-40 yrs.)........................... 1,399 1,743
Cellular plant equipment (3-15 yrs.)............. 6,630 8,664
Equipment under operating lease (2-5 yrs.)....... 73 56
Furniture, fixtures and equipment (2-7 yrs.)..... 751 909
Leasehold improvements (5-10 yrs.)............... 407 472
--------- ---------
9,351 11,947

Less: Accumulated depreciation................... 3,278 4,674
--------- ---------
Property, plant and equipment, net............... $ 6,073 $ 7,273
========= =========

F-25
<PAGE>

Property, plant, and equipment includes the following:

Capitalized interest costs of $21 and $28 and capitalized network
engineering costs of $53 and $60 were recorded during the years ended December
31, 1998 and 1999, respectively.

Construction-in-progress included in certain of the classifications shown
above, principally cellular plant equipment, amounted to $425 and $556 at
December 31, 1998 and 1999, respectively.

Depreciation expense for the years ended December 31, 1997, 1998 and 1999
was $743, $859 and $958, respectively.

Tower Transaction

On March 31, 1999, the Partnership finalized an agreement with Crown
Castle International Corporation (Crown) to form a joint venture (the JV) in
which the Partnership, together with certain partnerships in which it is the
managing partner (the Managed Entities), contributed network towers to the JV
in exchange for $380 in cash and an equity interest in the JV of 38.5% (the
"Tower Transaction"). The Partnership also agreed to guarantee up to $180 of
the JV debt. The JV will have the responsibility for leasing space to third
parties on the Partnership's and the Managed Entities existing network towers
and also plans to build new towers. The Partnership and the Managed Entities
will lease back a portion of the towers pursuant to a global lease agreement.
From March 31, 1999 through December 31, 1999, the Partnership paid $11 to
Crown related to payments under the operating leases.

Pursuant to a separate agreement between the Partnership and the minority
partners of the Managed Entities (the minority partners), the minority partners
have agreed to receive a cash payment of $17 million and the Partnership has
agreed to assume the entire amount of related debt and transfer the towers from
the Managed Entities' books to the Partnership at their book value. Upon
receipt of the cash from the JV, the minority partners received their cash and
the Managed Entities immediately transferred their towers to the Partnership
with the related debt, the equity interest in the JV, and the remaining cash.

Since the Partnership has a continuing involvement in the JV, the Tower
Transaction has been accounted for as a financing. Refer to Note 8 for
information relating to the financing. Also see Note 23 related to subsequent
events.

5. Deferred cellular licenses and other intangibles

Deferred cellular licenses and other intangibles, net was comprised of the
following:

December 31,
---------------
1998 1999
---- ----
Deferred Cellular Licenses (40 yrs.).................. 2,303 2,822
Goodwill (25-40 yrs.)................................. 922 3,521
Customer lists (2-10 yrs.)............................ 50 334
Other intangible assets (3-5 yrs.).................... 34 34
------ ------
Total................................................. 3,309 6,711
Accumulated amortization.............................. (608) (736)
------ ------
Total deferred cellular licenses, goodwill and other
intangibles, net.................................... $2,701 $5,975
====== ======

Amortization expense for the years ended December 31, 1997, 1998, and 1999 was
$97, $100, and $147, respectively.

F-26
<PAGE>

6. Investments in Unconsolidated Entities

The Partnership owns non-controlling interests in the following
partnerships which are accounted for using the equity method of accounting.

<TABLE>
Partnership's Ownership Interest
December 31,
--------------------------------
Investee 1998 1999
-------- ---- ----
<S> <C> <C>
PrimeCo Personal Communications L.P................................ 50.00% 50.00%
Bristol Bay Cellular Partnership................................... 50.00% 50.00%
California RSA No. 4 Limited Partnership........................... 50.00% 50.00%
Kentucky RSA No. 1 Partnership..................................... 50.00% 50.00%
GTE Mobilnet of Indiana RSA #6 Limited Partnership................. 43.75% 43.75%
New Mexico RSA No. 5 Limited Partnership........................... 43.00% 43.00%
Illinois Valley Cellular RSA 2-I Partnership....................... 40.00% 40.00%
Indiana RSA #1 Limited Partnership................................. 40.00% 40.00%
GTE Mobilnet of Indiana RSA #3 Limited Partnership................. 40.00% 40.00%
Illinois Valley Cellular RSA 2-III General Partnership............. -- 40.00%
Crown Atlantic Joint Venture....................................... -- 38.51%
Iowa RSA No. 4 Limited Partnership................................. 38.10% 38.10%
Southern Indiana RSA Limited Partnership........................... 38.10% 38.10%
GTE Mobilnet of Texas RSA #17 Limited Partnership................. 31.92% 31.92%
San Antonio SMSA Limited Partnership............................... 30.00% 30.00%
GTE Mobilnet of Texas RSA #11 Limited Partnership................. 28.00% 28.00%
California RSA No. 3 Limited Partnership........................... 27.72% 27.72%
GTE Mobilnet of Texas RSA #16 Limited Partnership................. 23.20% 23.20%
Dallas SMSA Limited Partnership.................................... 17.00% 17.00%
Cal-One Cellular Limited Partnership............................... 16.88% 16.88%
Iowa RSA No. 5 Limited Partnership................................. 14.29% 14.29%
Iowa RSA No. 5 Limited Partnership................................. 14.29% 14.29%
Jacksonville MSA Limited Partnership............................... 14.24% 14.24%
New Mexico RSA 6-II Partnership.................................... 12.50% 12.50%
Los Angeles SMSA Limited Partnership............................... 12.20% 12.20%
Greenville/Spartanburg MSA Limited Partnership..................... 10.83% 10.83%
Northeast Pennsylvania SMSA Limited Partnership.................... 4.99% 4.99%
Virginia RSA 2 Limited Partnership................................. 4.99% 4.99%
Texas RSA 20B2 Limited Partnership................................. 2.00% 2.00%
Wisconsin RSA #8 Limited Partnership............................... 2.00% 2.00%
Virginia 10 RSA Limited Partnership................................ 1.00% 1.00%
Sacramento-Valley Limited Partnership.............................. 0.98% 0.98%
B Carriers Mobilink................................................ 72.80% --
Upstate Cellular Network .......................................... 50.00% --
Eastern North Carolina Cellular Joint Venture...................... 50.00% --
Wilmington Cellular Telephone...................................... 50.00% --
Jacksonville Cellular Telephone.................................... 50.00% --
Wilmington Cellular Communications................................. 47.97% --
Wilmington Cellular Partnership.................................... 47.97% --
Jacksonville Cellular Communications............................... 47.79% --
Jacksonville Cellular Partnership.................................. 47.79% --
Hudson Valley RSA Cellular Partnership ............................ 33.33% --
Portland Cellular Partnership ..................................... 33.33% --
Florida RSA #1B (Naples) Limited Partnership....................... 12.00% --
Illinois Independent RSA No. 3 General Partnership................. 11.77% --
</TABLE>

F-27
<PAGE>

Condensed combined financial information for those entities noted above is
summarized as follows:

Condensed Income Statement Information
1997 1998 1999
---- ---- ----
For the Years Ended December 31,

Revenues................................... $2,361 $2,720 $3,126
------ ------ ------
Operating income........................... 419 475 425
------ ------ ------
Net income................................. 398 469 402
------ ------ ------
Equity in income (loss) of unconsolidated
entities................................. (20) (19) (2)
------ ------ ------

Condensed Balance Sheet Information
1998 1999
---- ----
December 31,

Current assets............................. $ 637 $ 662
Property, plant and equipment, net......... 2,518 2,806
Other assets............................... 872 1,108
------ ------
Total...................................... $4,027 $4,576
====== ======

Current liabilities........................ $ 807 $ 670
Non-current liabilities.................... 391 492
Other partners' share of net assets........ 1,953 2,574
Partnership's share of net assets.......... 876 840
------ ------
Total...................................... $4,027 $4,576
====== ======

7. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of December 31 consisted of
the following:

1998 1999
---- ----
Accounts payable........................... $ 490 $ 610
Taxes payable.............................. 202 222
Accrued payroll and related expense........ 156 178
Accrued expenses........................... 102 160
Accrued commissions........................ 77 94
------ ------
Total..................................... $1,027 $1,264
====== ======

8. Debt

Short-term obligations as of December 31 were as follows:

1998 1999
---- ----
Industrial Revenue Bonds................... $ 7 $ 14
Tower financing............................ -- 28
------ ------
$ 7 $ 42
====== ======

F-28
<PAGE>

Long-term debt as of December 31 was as follows:

1998 1999
---- ----
Revolving Loans............................ $ -- $ 110
Tower financing............................ -- 346
Industrial Revenue Bonds................... 14 --
------ ------
$ 14 $ 456
====== ======

Industrial Revenue Bonds

The interest rates on the Industrial Revenue Bonds, which are due after
2003, range from 65% to 71% of the SunTrust Bank of Atlanta's prime rate. The
Industrial Revenue Bonds were reclassified to short-term obligations as a
result the Partnership's intent to redeem them during 2000. These bonds were
redeemed in the first quarter of 2000.

Revolving Loans

On December 1, 1999 the Partnership completed the acquisition of its
remaining 50% interest in the Upstate Cellular Network Partnership ("UCN").
Under the terms of the agreement, the Partnership assumed debt, the majority of
which related to a $120 Revolving Credit Facility between UCN and a syndicate
of the banks arranged by Chase Manhattan Bank, N.A. ("Revolving Loan"). The
debt outstanding under this agreement as of December 31, 1999 was $108. The
agreement expires on January 21, 2002.

Under the Revolving Loan, UCN may borrow in variable periods at an annual
rate equal to the LIBOR plus a margin. The margin was equal to 27 basis points
or an interest rate of 6.77% at December 31, 1999. Each loan may be renewed on
the last day of the interest period with similar terms, or may convert to a
variable rate loan, the variable rate being determined by the syndicate of
banks plus a margin. Facility fees range from .08% to .50% per annum for each
bank's committed daily average amount between January 22, 1996 and the earlier
of the termination or expiration date. The facility fee is calculated on a
sliding scale on the basis of the debt coverage ratio for the Partnership.

The Revolving Loan requires UCN to meet certain covenants and imposes
certain limitations. UCN was in compliance with all covenants and restrictions
at December 31, 1999. These borrowings have been classified as non-current
because the Partnership has the intent and ability to refinance these
obligations on a long-term basis.

At December 31, 1999, the estimated future long-term debt payments are as
follows:

Years Debt
----- ----
2000.................................. $ 1
2001.................................. 1
2002.................................. 108
----
Total................................. $110
====

Tower Financing

The tower financing results from the Partnership's continuing involvement
in the joint venture with Crown (see Note 4). As a result, the receipt of $380
by Cellco for the Tower Transaction has been accounted for as a financing,
which is for a term of ten years and coincides with the terms of the global
lease arrangement with Crown. As such, the Partnership continues to record
lease payments from third parties on the contributed network towers as rental
income. All lease payments made by the Partnership and third parties to Crown
are applied to reduce the principal and pay interest on financing. Since the
lease inception on April 1, 1999, the Partnership is required to pay a minimum
monthly lease payments of $3 for ten years. Total payments received from the
Partnership and third

F-29
<PAGE>

parties since the inception of the Tower Transaction were $38. The Partnership
has imputed an interest rate on this financing based upon its weighted average
daily outstanding debt with its affiliate, Bell Atlantic Financial Services,
Inc. (FSI). For the year ended December 31, 1999, the weighted average interest
rate was 6.1%. For the period since the inception of the Tower Transaction, the
Partnership recorded $18 in interest expense in connection with the Tower
Transaction. Also see Note 23 related to subsequent events.

9. Due to affiliates

Short-term obligations to affiliates as of December 31 are as follows:

1998 1999
---- ----
Note payable to affiliate................................... $ 156 $ 537
Current maturities of long-term debt payable to affiliate .. 150 183
------ ------
$ 306 $ 720
====== ======

Long-term as of December 31 are as follows:

1998 1999
---- ----
Long term obligations to affiliate.......................... $ 183 $2,474
Revolving credit facility due to affiliate -
Bell Atlantic FSI......................................... 1,811 1,707
------ ------
$1,994 $4,181
====== ======

Note payable to affiliate

The interest rate on the note payable to affiliate is based on GTE
Corporation's intercompany borrowing interest rate, which fluctuated between
5.44% and 5.80% in 1997, 5.46% and 6.18% in 1998, and 4.94% and 6.20% in 1999.

Long term debt payable to affiliate

Long term debt payable to affiliate represent notes payable to the Parent,
bearing interest ranging from 5.96% to 9.90% in 1997 and 1998 and 5.60% to
9.90% in 1999.

Revolving Credit Facility Due to Affiliate

Effective on the date of the Bell Atlantic/NYNEX Corporation merger on
August 14, 1997, the Partnership executed an Agreement with Bell Atlantic's
wholly-owned financing affiliate, FSI under which it could borrow, from time to
time, up to $1,950 for working capital and other general partnership purposes.
The amount of available credit from FSI is $1,950 of which $1,811 and $1,707
was outstanding at December 31, 1998 and 1999, respectively.

The interest rate under the Agreement is based upon the Partnership's
weighted average daily outstanding debt balances under a "blended" interest
rate. The blended rate is calculated monthly by FSI based on actual borrowings
with financial institutions made on behalf of the Partnership and other
affiliates of Verizon Communications. For the years ended December 31, 1998 and
1999, the weighted average interest rate for all borrowings from FSI was 5.8%
and 6.1% respectively.

Under the terms of the Agreement, all indebtedness is payable to FSI on
demand, however, the Partnership has been advised by FSI that it does not
intend to call the demand notes during 2000. Accordingly, the entire balance
due FSI is classified as a long-term liability on the consolidated financial
statements.

F-30
<PAGE>

10. Interest rate Swaps

During 1998, UCN entered into two interest rate swap agreements, expiring
in 2000 and 2001, with an aggregate notional amount of $40. The effect of these
agreements is to limit the interest rate exposure to 5.73% on $10 and 5.76% on
$30 of the Revolving Loan. The differential is accrued as interest rates change
and is recorded in interest expense.

Interest rate swaps allow the Partnership to raise funds at floating rates
and effectively swap them into fixed rates that are lower than those available
to it if fixed rate borrowings were made directly. These agreements involve the
exchange of floating-rate for fixed-rate payments without the exchange of the
underlying principal amount. If the Partnership were to terminate a swap
agreement, the gain or loss would be amortized over the shorter of the
remaining original life of the debt or the swap.

11. Fair Values of Financial Instruments

The carrying amounts and fair values of the Partnership's financial
instruments as of December 31 are as follows:

<TABLE>
1998 1999
--------------------- ---------------------
Carrying Carrying
Value Fair value Value Fair value
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
December 31,
Tower Financing (including current maturities)....... $-- $-- $374 $374
Industrial Revenue Bonds............................. 21 21 14 14
Revolving loans (including current maturities)....... -- -- 110 110
Interest rate swaps.................................. -- -- -- --
</TABLE>

12. Minority Interests in Consolidated Entities

Minority interests represent the minority partners' proportionate share of
the equity in the net assets of partnerships where the Partnership has a
majority or controlling general partnership ownership interest. The combined
equity of the minority interests is as follows:

Balance, January 1, 1998...............................................$255
Income to minority partners............................................ 92
Contributions from minority partners................................... 1
Distributions to minority partners..................................... (81)
Sale of markets with minority interests................................ 4
Purchase of minority interests......................................... (6)
----
Balance, December 31, 1998............................................. 265
Income to minority partners............................................ 76
Increase in minority partners as a result of current
year acquisitions.................................................... 311
Distributions to minority partners..................................... (24)
Distributions to minority partners for transfer of towers
and joint venture equity interest.................................... (28)
Purchase of minority interests......................................... (8)
----
Balance, December 31, 1999.............................................$592
=== ===== ====

13. Employee Savings and Profit Sharing Retirement Plan

The Partnership operates the following plans for persons formerly employed
by Cellco and GTEW:

Under the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan
(the Retirement Plan), a defined contribution plan, employees who have met
certain service requirements are afforded the opportunity to save for their
retirement by making contributions to retirement savings accounts and receive
matching contributions to their savings accounts, all on a tax-advantaged
basis.

F-31
<PAGE>

Under the savings component of the Retirement Plan, employees may
contribute, subject to IRS limitations, up to a total of 16% of eligible
compensation to a qualified retirement savings account under Section 401(k) of
the Internal Revenue Code of 1986. The Partnership matches 50% of the first 6%
of employee contributions (the "fixed" matching contribution). Additionally,
the Partnership may elect, at the sole discretion of the Board of Directors, to
voluntarily match up to an additional 50% of the first 6% of an employee's
contribution (the "variable" matching contribution). The Board of Directors
declared variable matching contributions of 50% in each of the years ended
December 31, 1997, 1998 and 1999. The Partnership recognized approximately $10,
$12 and $14 of expense related to aggregate fixed and variable matching
contributions for the years ended December 31, 1997, 1998 and 1999,
respectively.

Under the Profit Sharing component of the Retirement Plan, the Partnership
may elect, at the sole discretion of the Board of Directors, to voluntarily
contribute amounts to a "401(k)" qualified retirement profit sharing account.
The Board of Directors declared a profit sharing contribution of 2% for the
year ended December 31, 1997 and 3% of employees' eligible salary in each of
the years ended December 31, 1998 and 1999. The Partnership recognized
approximately $5, $8 and $10 of expense related to profit sharing contributions
for the years ended December 31, 1997, 1998 and 1999, respectively.

GTE sponsored employee savings and stock ownership plans under section
401(k) of the Internal Revenue Code of 1986. The plans cover substantially all
full-time employees of GTEW. Under the plans, GTEW provides matching
contributions in Parent common stock based on qualified employee contributions.
Matching contributions charged to income were $8, $7, and $8 for the years
ended December 31, 1997, 1998 and 1999, respectively.

GTE also sponsored several qualified and nonqualified pension plans and
other postretirement benefit plans for its employees, which included GTEW's
employees. Pension plans are generally noncontributory by plan participants.
Postretirement health care plans are generally contributory and include a limit
on the portion of the cost of benefits for recent and future retirees paid by
GTEW.

The cost and liability for the pension and other postretirement benefit
plans recorded by the Partnership are based on GTEW's contribution to GTE
Corp's plans, representing an allocation of the GTE Corp's plans' assets and
liabilities, based on the number and characteristics of GTEW's employees in
relation to total GTE Corp. employees. The Partnership recognized pension
expense of $19, $26 and $16 for the years ended December 31, 1997, 1998 and
1999, respectively, and other postretirement benefit expense of $3, $3 and $6
for the years ended December 31, 1997, 1998 and 1999, respectively. The
Partnership's pension liability in respect of GTEW employees was $102, and
$118, as of December 31, 1998 and 1999, respectively and the other
postretirement benefit liability was $22 and $28 as of December 31, 1998 and
1999, respectively.

14. Long-term Incentive Plan

The Partnership accounts for partnership units ("Partnership Units") and
Contingent Value Appreciation Rights (CVARs), which are analogous to Stock
Appreciation Rights (SARs), as provided in Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25).

The Bell Atlantic Mobile 1995 Long-Term Incentive Plan (the Incentive
Plan) provides to designated directors, officers and other employees of the
Partnership certain rights to receive Partnership Units and Contingent Value
Appreciation Rights (CVARs) in the Partnership (collectively referred to as
Grants or Awards). The aggregate number of Grants that may be issued under the
Incentive Plan is 7,860,000 representing 2% of the Partnership Units.

Partnership Units and CVARs were granted in tandem since 1995. A
Partnership Unit equals a specified percentage of BAM's appraised fair market
value. A CVAR is a right to receive cash payment, upon exercise, equal to the
appreciation in the fair market value of CVARs from the date granted to the
exercise date. Based upon the Incentive Plan, since BAM remained privately held
on December 31, 1998 the Partnership Units have been canceled.

The remaining 652 CVARs granted in 1995 vested 100% on January 1, 1999.
Grants awarded after the original 1995 Grants may vest according to different
schedules, but in no event sooner than the original 1995 Grants.

F-32
<PAGE>

CVARs are exercisable under the terms of the Grant, but not later than 10
years from the date of the grant. The CVARs were granted at a price equal to
the estimated fair value of a Partnership Unit at the date of the grant.

Compensation expense resulting from the Incentive Plan was $3, $11 and $32
for the years ended December 31, 1999, 1998 and 1997, respectively.

Partnership Units and CVARs outstanding at December 31, 1997, 1998 and
1999 under the Incentive Plan are summarized as follows:

Weighted
Partnership Average Price
Units* CVAR's* of CVAR's
----------- ------ -------------
Outstanding, January 1, 1997 ... $ 912,850 $ 912,850 $25.01
Granted, 1997 .................. 754,600 754,600
Cancelled, 1997 ................ (109,100) (109,100)
---------- ----------
Outstanding, December 31, 1997 . 1,558,350 1,558,350 $24.47
Granted, 1998 .................. 1,008,400 1,008,400
Exercised, 1998 ................ - (86,400)
Canceled, 1998 ................. (2,566,750) (105,400)
---------- ----------
Outstanding, December 31, 1998 . - 2,374,950 $26.86
Granted, 1999 .................. - 828,300
Exercised, 1999 ................ - (401,450)
Canceled, 1999 ................. - (92,500)
---------- ----------
Outstanding, December 31, 1999 . - 2,709,300 $28.92
========== ==========

---------
* The exercise price, fair market value, and the weighted average price are
presented in actual dollars or units, as appropriate.

15. Income Taxes

The provision for income taxes consists of the following:

For the Years Ended December 31,
----------------------------------
1997 1998 1999
---- ---- ----
Current:
Federal................... $ 69 $183 $103
State and local........... 16 32 23
---- ---- ----
85 215 126
Deferred:
Federal 84 37 70
State and local........... 15 10 10
---- ---- ----
99 47 80
---- ---- ----
Provision for income taxes.. $184 $262 $206
==== ==== ====

A reconciliation of the income tax provision computed at the statutory tax
rate to the Partnership's effective tax rate is as follows:

F-33
<PAGE>

For the Years Ended
December 31,
--------------------
1997 1998 1999
---- ---- ----
Income tax provision at the statutory rate............ $322 $408 $398
State income taxes, net of U.S. federal benefit....... 17 28 22
Amortization of goodwill.............................. 12 12 12
Partnership income not subject to federal or state
income taxes........................................ (168) (188) (228)
Other, net............................................ 1 2 2
---- ---- ----
Provision for income tax.............................. $184 $262 $206
==== ==== ====

The significant components of the Partnership's deferred tax assets and
liabilities are as follows:

December 31,
----------------
1998 1999
---- ----
Deferred tax assets:
Employee benefit obligations........................ $ 39 $ 52
Other............................................... 61 61
---- ----
Total deferred tax assets........................... $100 $113
==== ====
Deferred tax liabilities:
Depreciation and amortization....................... 609 689
Unconsolidated partnership temporary differences.... 38 33
Other............................................... 54 60
---- ----
Total deferred tax liabilities...................... $701 $782
==== ====
Net deferred tax asset--current..................... $ 13 $ 20
Net deferred tax liability--non-current............. $614 $689

16. Commitments

The Partnership entered into operating leases for facilities and equipment
used in its operations. Some lease contracts include renewal options that
include rent expense adjustments based on the Consumer Price Index. For the
years ended December 31, 1997, 1998 and 1999, the Partnership recognized a
total of $154, $178 and $160, respectively, as rent expense related to payments
under these operating leases, which is included in selling, general and
administrative expenses in the accompanying consolidated statements of
operations. At December 31, 1999, the aggregate future minimum rental
commitments under noncancellable operating leases, excluding renewal options
and the Tower Transaction (which has been accounted for as a financing), for
the periods shown are as follows:

Years Total
----- -----
2000.................................... $132
2001.................................... 111
2002.................................... 81
2003.................................... 53
2004.................................... 33
Thereafter.............................. 84
----
Total................................... $494
====

17. Additional Financial Information

For the years ended December 31, 1998 and 1999, respectively, the
Partnership capitalized $33 million and $39 million of internal use software
costs. At December 31, 1998 and 1999, respectively, total accumulated
amortization included in deferred charges and other assets, net amounted to $47
and $56, including $48 and $30 related to capitalized software costs.

F-34
<PAGE>

Total advertising expense amounted to $247, $242 and $249 for the years
ended December 31, 1997, 1998, and 1999, respectively.

For the years ended December 31, 1997, 1998 and 1999, the partnership
incurred $133, $150 and $197 of interest costs, of which $30, $14 and $26 was
capitalized, respectively. Interest income for the years ended December 31,
1997, 1998 and 1999, was $13, $7 and $7, respectively.

18. Supplemental Cash Flow Information

<TABLE>
For the years ended December 31,
--------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash paid for income taxes, net of refunds .................. $ 55 $166 $ 148
Interest Paid ............................................... 106 129 161

Supplemental investing and financing non-cash transactions:

Receivables related to divestiture of business .............. $ - $ 14 $ -
Notes receivable from sale of assets ........................ - 2 -
Exchange of non-cash assets ................................. 34 5 -
Assets acquired as a result of business combinations ........ 87 43 3,960
Liabilities assumed as a result of business combinations .... 2 - 259
Debt assumed as a result of business combinations ........... 22 - 490
Assumption of liabilities from Verizon Communications ....... - - 21
Equity investment in entity under common control ............ 246 196 125
</TABLE>

19. Other Transactions with Affiliates

In addition to transactions with affiliates in Notes 7 and 8, other
significant transactions with affiliates are summarized as follows:

For the years ended December 31, 1997, 1998 and 1999, the Partnership, in
the normal course of business, recorded revenues related to transactions with
affiliated companies of $28, $29 and $26, respectively.

The Partnership incurred direct telecommunication and data processing
charges of $218, $233 and $272 for the years ended December 31, 1997, 1998 and
1999, respectively, for services provided by subsidiaries and affiliates of
Verizon Communications.

The Partnership also incurred general and administrative expenses from
affiliated companies, which were $66, $47 and $82 for the years ended December
31, 1997, 1998 and 1999, respectively.

Due from affiliated companies and due to affiliated companies which
amounted to $17 and $48, respectively, at December 31, 1997, $31 and $50,
respectively, at December 31, 1998, and $34 and $58, respectively, at December
31, 1999, are included as a net amount in the consolidated balance sheets as a
component of prepaid expenses and other assets.

The Partnership made payments to an affiliate for the construction of cell
sites and other system property. The amounts capitalized were $46, $22 and $26
for the years ended December 31, 1997, 1998 and 1999, respectively, and are
included in property, plant and equipment, net in the consolidated balance
sheets.

F-35
<PAGE>

20. Acquisitions and Dispositions

Acquisitions

On January 3, 1997, the Partnership acquired substantially all the assets
and liabilities of the North Carolina 4 Cellular Limited Partnership from an
unrelated third party. The acquisition was financed through short-term
borrowings.

In June 1997, the Partnership acquired an additional 60% interest in the
Roanoke Partnership from an unrelated third party, bringing its interest in the
partnership to 100%.

The total amount paid for acquisitions during 1997 was approximately $98.
The fair values of assets acquired and liabilities assumed during 1997 in the
aggregate were approximately $16 and $2, respectively. The excess purchase
price during 1997 over the fair value of net assets assumed was approximately
$84 million and was allocated to deferred cellular licenses.

In June and August 1998, the Partnership acquired the remaining 49%
interest in the Reading SMSA Partnership from an unrelated third party,
bringing its interest in the partnership to 100%.

In October 1998, the Partnership purchased microwave assets from an
unrelated third party for cash.

The total amount paid for acquisitions during 1998 was approximately $73.
The fair values of assets acquired during 1998, in the aggregate were
approximately $43. The excess purchase price during 1998 over the fair value of
net assets assumed was approximately $30 and was allocated to deferred cellular
licenses.

On February 1, 1999, the Partnership acquired substantially all the assets
and liabilities of the South Carolina Rural Service Area No. 632 otherwise
known as SC8 RSA from an unrelated third party. The Partnership issued a notes
payable of $38 in connection with this sale. Subsequently, in December 1999,
the Partnership paid off $15 of the above note. The outstanding principal
balance under this note shall be due and payable on the date five (5) business
days following the grant of the FCC Authorization by Final Order. This is
expected to occur in 2000. The note bears interest at an annum rate equal to
6.75%. For the period since acquisition, Cellco incurred $2 of interest costs
in connection with this note.

On April 5, 1999, GTE announced that it, along with Georgetown Partners, a
private investment firm, had agreed to purchase interests from Ameritech
Corporation (Ameritech) in the Chicago, St. Louis and Central Illinois cellular
properties (the "Ameritech Properties") for $3,270. On October 8, 1999, GTE
completed its acquisition of these operations. The unit formed by these
operations is 92.725% owned by the Partnership and 7.275% owned by Davenport
Cellular Communications LLC, a company wholly owned by Georgetown Partners. The
Partnership is in the process of completing an appraisal of the properties
acquired to determine the final values of the separate components of tangible
and intangible assets. Such an appraisal could result in a change in the
allocation of the purchase price. Any reallocation of the purchase price will
be completed no later than October 8, 2000.

As the Partnership's financial statements only include three months of
operations of the recently acquired Ameritech Properties, the following
selected unaudited pro forma information is being provided to present a summary
of the combined results of the Partnership as if the acquisition had occurred
as of January 1, 1998 and 1999, giving effect to purchase accounting
adjustments. The pro forma data is for informational purposes only and may not
necessarily reflect the results of operations of the Partnership had the
acquired business operated as part of the Partnership for the years ended
December 31, 1998 and 1999.

Years ended December 31,
-----------------------------------------------------
1998 1999(1)
------------------------ ------------------------
Historical Pro Forma Historical Pro Forma
---------- --------- ---------- ---------
(unaudited) (unaudited)
Operating Revenues. $6,641 $7,446 $7,659 $8,312
Net Income......... 906 855 932 989
---------
(1) Unaudited pro forma operating revenues and net income include the results
of operations for the nine months ended September 30, 1999, prior to the
acquisition.

F-36
<PAGE>

The amounts are based upon certain assumptions and estimates, and do not
reflect any benefit from economies which might be achieved from combined
operations. The pro forma results do not necessarily represent results which
would have occurred if the acquisition had taken place on the basis assumed
above, nor are they indicative of the results of future combined operations.

On August 19, 1999, the Partnership purchased D and E block communication
licenses in six markets from Rivgam Communications LLC. The licenses were in
the states of New Jersey, Maryland, New York, Pennsylvania, and Delaware.

On September 1, 1999, the Partnership purchased 33.33% of the partnership
interest held by Lewiston-Auburn Cellular, Inc. in the Portland Cellular
Partnership (Portland) and thus became the majority partner in Portland and
consolidated the results of Portland into the Partnership's results as of the
date of acquisition.

On September 9, 1999, the Partnership purchased the remaining 66.67%
partnership interest in Hudson Valley RSA Cellular Partnership otherwise known
New York 6 RSA from all other partners.

On November 15, 1999, the Partnership purchased the remaining 33.33% of
the partnership interest in Portland Cellular Partnership from Seacoast
Cellular LLC.

On December 1,1999, the Partnership indirectly purchased Frontier
Corporation's interests in Upstate Cellular Network ("UCN"), Utica-Rome
Cellular Partnership and New York RSA no. 3 Cellular Partnership.

The total amount paid for acquisitions during 1999 was approximately
$3,823, which includes approximately $2,601 of assumed debt. The fair value of
assets acquired and liabilities assumed during 1999, in the aggregate was
approximately $963 and $509, respectively. The excess purchase price paid
during 1999 over the fair value of net assets assumed was approximately $3,370,
of which $3,096 was allocated to deferred cellular license, and $274, which was
allocated to customer lists.

In the normal course of business in 1997, 1998 and 1999, the Partnership
acquired interests in other cellular systems other than the Ameritech
Properties, which were not individually or in the aggregate material. The
results of all operations of all purchases are included in the consolidated
statements of operations from the date of acquisition. Had the acquisitions
made in 1997, 1998 and 1999 been consummated on January 1 of the year preceding
the year of acquisition, the results of these acquired operations would not
have had a significant impact on the Partnership's consolidated results of
operations for either of the years presented.

Dispositions

On May 2, 1997, the Partnership sold its interest in Northern Maine
Cellular Partnership to an unrelated third party, which resulted in a gain of
$7 on the sale of equity investments. The results of the Northern Maine
Cellular 6 Partnership's operations are included in the consolidated financial
statements through May 2, 1997.

In June 1997, the Partnership sold its 10% interest in the Virginia #6
Limited Partnership to an unrelated party for approximately $2 in cash. The
gain recognized was approximately $2.

Also in June 1997, the Partnership sold its interest in the Cincinnati
Basic Trading Area to an unrelated third party for approximately $9 in cash.
The gain recognized on the transaction was approximately $9.

In March 1998, the Partnership sold its 100% interest in the Seattle SMSA
Limited Partnership to an unrelated third party for $65 in cash. The gain
recognized was approximately $50.

On July 31, 1998, the Partnership sold its interests in the Virginia
Cellular LP and the Virginia Cellular Retail LP to an unrelated third party for
$13 in cash, of which $6 was recognized as a gain on the sale of equity
investments. The results of the Virginia Cellular LP and the Virginia Cellular
Retail LP's operations are included in the Consolidated financial statements
through July 31,1998.

F-37
<PAGE>

In October 1998, the Partnership sold its 48% interest in the ENC Joint
Venture to an unrelated third party for approximately $31 in cash. The gain
recognized was approximately $4.

In November 1998, the Partnership sold its 80% interest in Alabama RSA1 to
an unrelated third party for approximately $3. The gain recognized on the sale
was approximately $3.

The Partnership has been providing cellular telephone service in North
Carolina Rural Service Area Market No. 579, otherwise known as NC15, under
interim authority granted by the FCC. On November 6, 1997, the FCC granted a
permanent license for this market to an unrelated third party. On December 1,
1998, the Partnership sold its assets and customers in NC15 to the permanent
licensee, and ceased operations there.

On December 31, 1998, Bell Atlantic sold certain assets, liabilities,
properties, rights, contracts and claims of Bell Atlantic Paging, Inc. to Aquis
Communications, Inc., an unrelated third party. The purchase price also
included all the rights, title and interest that Bell Atlantic's Operating
Telephone Companies (the OTCs) had in and to FCC licenses, and equipment and
site leases relating to the paging network infrastructure owned by the OTCs. In
connection with this sale, Bell Atlantic Paging, Inc. received a note for $4
with a term of five years at an interest rate at one percentage point above the
base rate quoted by the lender. The five-year note was satisfied during 1999 on
a discounted basis.

In July 1999, the Partnership sold its 11.77% interest in the Illinois RSA
3 market to an unrelated third party for approximately $5 in cash. The gain
recognized was approximately $4.

21. Contingencies

The Partnership is subject to several lawsuits and other claims including
class actions. Various consumer class action lawsuits allege that the
Partnership breached contracts with consumers, violated certain state consumer
protection laws and other statutes and defrauded customers through concealed or
misleading billing practices. An employee benefits class action lawsuit alleges
breach of fiduciary duty with respect to pension information provided to
applicants for employment and employees of the Partnership. Additional lawsuits
include charges of alleged unfair labor practices, as well as unfair trade
practice and breach of contract claims involving the Partnership's relations
with certain agents. Other litigation matters, while significant, involve
indemnification obligations by third 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, and outcomes are not
predictable with assurance. Consequently, the ultimate liability with respect
to these matters at December 31, 1999 cannot be ascertained. The potential
effect, if any, on the combined financial condition and results of operations
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 matters, in management's opinion, based on the advice of such legal
counsel, the ultimate liability with respect to any of these actions, or all of
them combined, will not materially affect the combined financial position or
operating results of the Partnership.

22. Valuation and Qualifying Accounts

<TABLE>
Balance at Additions Write-offs Balance at
beginning charged to net of end
of the year operations recoveries of the year
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Accounts Receivable Allowances:
Year ended December 31, 1997 ............. $93 $185 $(186) $92
Year ended December 31, 1998 ............. 92 132 (143) 81
Year ended December 31, 1999 ............. 81 157 (154) 84
</TABLE>

F-38
<PAGE>

<TABLE>
Balance at Additions Write-offs Balance at
beginning charged to net of end
of the year operations recoveries of the year
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Inventory Allowances:
Year ended December 31, 1997 ............. $23 $ 22 $ (28) $17
Year ended December 31, 1998 ............. 17 17 (19) 15
Year ended December 31, 1999 ............. 15 14 (16) 13
</TABLE>

23. Subsequent Events

On January 31, 2000, GTEW formed a company with Crown Castle International
Corporation (CCIC) to own, operate and lease space on GTEW's existing network
of towers. The newly created entity will be controlled by CCIC, and up to 25%
of the entity will be owned by GTEW. GTEW contributed real estate and integral
equipment, including cellular towers to the entity, and will lease back these
cell sites by paying a monthly lease fee of approximately $.0014 per cell site
to the entity. The first phase of the transaction closed on January 31, 2000,
in which GTEW contributed over 600 cellular towers in exchange for
approximately $198 in cash. GTEW contributed over 1,600 towers in exchange for
$480 in cash and $147 in equity of the entity and CCIC in the second phase,
which closed effective April 1, 2000. GTEW will continue to own other cell site
equipment, including switching equipment, antennas and other electronic
components.

On January 31, 2000, the Partnership signed agreements with ALLTEL
Communications (ALLTEL) to exchange wireless interests in 13 states in two
stages. Under these agreements, the Partnership transferred wireless interests
in 27 markets in Alabama, Arizona, Florida, Ohio, New Mexico, South Carolina,
and Texas (including Cellco's wireless interests in the Southwest part of the
United States). ALLTEL transferred interests in 43 markets in Illinois,
Indiana, Iowa, Nevada, New York, and Pennsylvania, along with approximately
$600 in cash. Under these agreements, some of the conflicts of the Bell
Atlantic, GTE, and Vodafone AirTouch U.S. wireless properties would be
eliminated. The first transaction with ALLTEL closed on April 1, 2000 and the
second transaction with ALLTEL closed on June 29, 2000.

On April 3, 2000, Bell Atlantic and Vodafone AirTouch Plc (Vodafone)
consummated their previously announced agreement to combine their U.S. wireless
assets (AirTouch properties). In accordance with the terms of the U.S. Wireless
Alliance Agreement (the Alliance Agreement) dated September 21, 1999, Vodafone
contributed its U.S. wireless assets and approximately $4 billion of
liabilities to the Partnership, in exchange for a 65.1% interest in Verizon
Wireless, and Bell Atlantic retained a 34.9% interest. The Partnership recorded
the acquisition of the AirTouch properties as a purchase method business
combination.

In accordance with the Alliance Agreement, any tower financing transaction
accounted for by the Partnership as a financing was not contributed to the new
Verizon Wireless Partnership. Therefore, the Tower Financing and related
transactions were transferred to Verizon Communications and will no longer be
accounted for as part of the financial position and results of operations of
the Partnership. Both Bell Atlantic and Vodafone also contributed each of their
50% ownership interests in PrimeCo, except for overlap properties. Therefore,
PrimeCo results are consolidated since April 3, 2000.

On June 19, 2000, the Partnership announced that it had reached an
agreement with AT&T Wireless to sell the Partnership's overlapping wireless
interest in San Diego, California to AT&T Wireless.

On June 30, 2000, the Partnership resolved the last of its wireless
overlaps by signing agreements to sell its wireless properties in Austin, Texas
and Seattle and Spokane, Washington to SBC Communications and its Cincinnati,
Ohio property to BGV PCS Acquisition Co. LLC. In the Austin and Seattle/Spokane
agreement, SBC Communications will also acquire the Partnership's wireless
interests in Victoria, Texas and four RSAs (rural service areas) in central and
southeast Texas, along with the Partnership's minority interest in the wireless
partnerships the companies share in the Dallas and San Antonio, Texas
metropolitan areas. Further, as part of the same transaction, the Partnership
will acquire SBC Communications' minority interest in the Partnership's
Houston, Texas property.

On June 30, 2000, Bell Atlantic and GTE Corporation completed a merger of
equals under a definitive merger agreement entered into on July 27, 1998. On
June 30, 2000, the newly merged entity changed its name to Verizon
Communications.

F-39
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stakeholder of Vodafone AirTouch Plc -- U.S. Cellular and Paging
Operations:

We have audited the accompanying combined balance sheet of Vodafone
AirTouch Plc - U.S. Cellular and Paging Operations (the "Companies") as of
December 31, 1999, and the combined statements of operations, changes in
stakeholder's equity and cash flows for the six months ended June 30, 1999 and
the six months ended December 31, 1999. These financial statements are the
responsibility of the Companies' management. Our responsibility is to express
an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note A to the financial statements, the balance sheet of
the Companies include the net assets acquired by Vodafone in its purchase of
AirTouch Communications Inc. ("AirTouch") on June 30, 1999, after giving effect
to the allocation of Vodafone's purchase price to AirTouch's net assets. The
related statements of operations and accumulated deficit and cash flows for the
six months ended December 31, 1999 reflect the results of operations and the
cash flows of the Companies subsequent to such acquisition after giving effect
to the allocation of Vodafone's purchase price to AirTouch's net assets.

In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of the Companies as of December 31,
1999, and the results of their operations and their cash flows for the six
months ended June 30, 1999 and the six months ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States
of America.

/s/ Deloitte & Touche LLP
San Francisco, California
April 21, 2000

F-40
<PAGE>

Report of Independent Accountants

To the Stakeholder of AirTouch Communications, Inc. - U.S. Cellular and Paging
Operations:

In our opinion, the accompanying combined balance sheet and the related
combined statements of operations, changes in stakeholder's equity, and cash
flows present fairly, in all material respects, the financial position of
AirTouch Communications, Inc. - U.S. Cellular and Paging Operations (the
"Companies") at December 31, 1998 and the results of their operations and
their cash flows for each of the two years in the period ended December 31,
1998, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility
of the Companies' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 1, 1999

F-41
<PAGE>

Vodafone AirTouch Plc - U.S. Cellular and Paging Operations
Combined Balance Sheets
(Dollars in millions)

<TABLE>
December 31,
------------------ March 31,
1998 1999 2000
------- ------- ---------
(Unaudited)
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents......................................... $ - $ - $ -
Accounts receivable (net of allowance for uncollectibles
of $58, $83, and $81, respectively)............................. 559 610 587
Inventories....................................................... 78 102 82
Other receivables................................................. 30 61 76
Other current assets.............................................. 110 130 99
------- ------- -------
Total current assets............................................ 777 903 844
Property, plant, and equipment, net................................. 3,286 4,058 4,435
Investments in unconsolidated wireless systems...................... 1,815 6,755 6,854
Intangible assets, net.............................................. 8,321 33,558 34,615
Deferred charges and other noncurrent assets........................ 22 22 28
------- ------- -------
Total assets ................................................... $14,221 $45,296 $46,776
======= ======= =======

Liabilities and Stakeholder's Equity
Current liabilities:
Accounts payable, trade........................................... $ 365 $ 302 $ 271
Due to related parties............................................ 1,033 475 3,827
Other current liabilities......................................... 564 588 628
------- ------- -------
Total current liabilities 1,962 1,365 4,726
------- ------- -------

Deferred income taxes............................................... 1,809 12,226 12,088
Deferred credits and other noncurrent liabilities................... 33 14 467
------- ------- -------
Total liabilities ................................................ 3,804 13,605 17,281
------- ------- -------

Commitments and contingencies

Minority interests in consolidated wireless systems................. 213 235 241
------- ------- -------
Stakeholder's equity:
Paid-in capital................................................... 10,250 31,575 29,437
Accumulated deficit............................................... (46) (119) (183)
------- ------- -------
Total stakeholder's equity........................................ 10,204 31,456 29,254
------- ------- -------
Total liabilities and stakeholder's equity........................ $14,221 $45,296 $46,776
======= ======= =======

The accompanying Notes are an integral part of the Combined Financial Statements.
</TABLE>

F-42
<PAGE>

Vodafone AirTouch Plc - U.S. Cellular and Paging Operations
Combined Statements of Operations
(Dollars in millions)

<TABLE>
For the Year Ended For the 6 Months Ended For the 3 Months Ended
December 31, ----------------------- March 31,
------------------ June 30, December 31, ----------------------
1997 1998 1999 1999 1999 2000
------ ------ ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Operating revenues.............................. $3,007 $4,432 $2,549 $2,749 $1,218 $1,411
------ ------ ------ ------ ------ ------
Operating expenses
Cost of revenues.............................. 736 1,054 653 796 294 391
Selling and customer operations expenses...... 828 1,308 776 864 369 407
General, administrative, and other expenses 311 396 212 209 108 130
Depreciation and amortization expenses........ 455 828 491 943 242 500
------ ------ ------ ------ ------ ------
Total operating expenses.................... 2,330 3,586 2,132 2,812 1,013 1,428
------ ------ ------ ------ ------ ------
Operating income (loss)......................... 677 846 417 (63) 205 (17)

Equity in net income (loss) of unconsolidated
wireless systems................................ 1 (41) 8 (80) 1 (39)

Minority interests in net income of consolidated
wireless systems................................ (70) (81) (39) (40) (19) (27)

Interest:
Expense....................................... (56) (75) (32) (16) (17) (29)
Income........................................ 16 21 5 3 2 2
Miscellaneous income (expense).................. (9) (7) (1) 20 1 2
------ ------ ------ ------ ------ ------
Income (loss) before income taxes............... 559 663 358 (176) 173 (108)
Income tax expense (benefit).................... 240 314 173 (57) 84 (44)
------ ------ ------ ------ ------ ------
Net income (loss)........................... $ 319 $ 349 $ 185 $ (119) $ 89 $ (64)
====== ====== ====== ====== ====== ======

The accompanying Notes are an integral part of the Combined Financial Statements.
</TABLE>

F-43
<PAGE>

Vodafone AirTouch Plc - U.S. Cellular and Paging Operations
Combined Statements of Changes in Stakeholder's Equity
(Dollars in millions)

<TABLE>
Retained
Earnings
(Accumulated
Paid-in-Capital Deficit) Total
--------------- ------------ -------
<S> <C> <C> <C>
January 1, 1997.......................................... $ 3,728 $ 5 $ 3,733
Contribution to paid-in capital.......................... 242 - 242
Tax benefits - employee compensation..................... 3 - 3
Dividends................................................ - (392) (392)
Net income............................................... - 319 319
------- ----- -------
December 31, 1997........................................ 3,973 (68) 3,905
Contribution to paid-in capital.......................... 6,255 - 6,255
Tax benefits - employee compensation..................... 22 - 22
Dividends................................................ - (327) (327)
Net income............................................... - 349 349
------- ----- -------
December 31, 1998 balances............................... 10,250 (46) 10,204
Tax benefits - employee compensation..................... 6 - 6
Other.................................................... 3 - 3
Net income............................................... - 185 185
-------------------------------------------------------------------------------------------------------
June 30, 1999 balances................................... 10,259 139 10,398
Purchase accounting adjustments.......................... 20,998 (139) 20,859
Tax benefits - employee compensation..................... 316 - 316
Other.................................................... 2 - 2
Net loss................................................. - (119) (119)
------- ----- -------
December 31, 1999 balances............................... 31,575 (119) 31,456
Contribution to paid-in capital (unaudited).............. 10 - 10
Tax benefits - employee compensation (unaudited)......... 33 - 33
Dividends (unaudited).................................... (2,181) - (2,181)
Net loss (unaudited)..................................... - (64) (64)
------- ----- -------
March 31, 2000, balances (unaudited)..................... $29,437 $(183) $29,254
======= ===== =======

The accompanying Notes are an integral part of the Combined Financial Statements.
</TABLE>

F-44
<PAGE>

Vodafone AirTouch Plc - U.S. Cellular and Paging Operations
Combined Statements of Cash Flows
(Dollars in millions)

<TABLE>
For the 3 Months
For the Year Ended For the 6 Months Ended Ended
December 31, June 30, December 31, March 31,
------------------- --------- ------------ ----------------
1997 1998 1999 1999 1999 2000
---- ---- ---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).................................... $319 $ 349 $185 $(119) $ 89 $ (64)
Adjustments to reconcile net income (loss) for items
currently not affecting operating cash flows:
Depreciation and amortization expenses............... 455 828 491 943 242 500
Equity in net (income) loss of unconsolidated
wireless systems................................... (1) 41 (8) 80 (1) 39
Distributions received from equity investees......... 105 133 60 83 19 18
Minority interests in net income of consolidated
wireless systems..................................... 70 81 39 40 19 27
Deferred income tax expense (benefit)................ 31 15 (5) (155) (3) (318)
Changes in assets and liabilities:
Accounts receivable, net........................... (69) (37) (20) (22) 34 84
Other current assets and receivables............... (149) (146) (44) (36) (15) 32
Deferred charges and other noncurrent assets....... 24 (44) 1 (1) 2 70
Accounts payable and other current liabilities..... 165 128 (23) 50 (123) -
Deferred credits and other non-current liabilities. (26) (36) 8 (1) 9 22
---- ------ ---- ---- ---- ------
Cash flows provided by operating activities............. 924 1,312 684 862 272 410
---- ------ ---- ---- ---- ------
.
Cash flows from investing activities:
Investments in unconsolidated wireless systems....... (232) (502) (217) (24) (140) (104)
Additions to property, plant, and equipment.......... (511) (752) (426) (487) (187) (334)
Proceeds from sale of wireless systems............... - - 40 - 40 11
Proceeds from sublease of communications towers...... - - - - - 449
Proceeds from sale of property, plant, and equipment. 15 19 5 - 5 -
Cost of acquiring telecommunications interests....... - - - - - (1,703)
Investments.......................................... - - - - - 14
Other investing activities........................... 5 2 10 (17) 8 (2)
---- ------ ---- ---- ---- ------
Cash flows used in investing activities................. (723) (1,233) (588) (528) (274) (1,669)
---- ------ ---- ---- ---- ------
Cash flows from financing activities:
Distributions to minority interests of consolidated
wireless systems, net................................ (66) (62) (23) (35) (13) (29)
Increase (decrease) in amounts due to related parties. 213 114 (67) (300) 19 1,302
Dividends paid........................................ (392) (327) - - - (42)
Contributions to paid-in capital...................... 242 201 - - - 10
Retirement of long-term debt.......................... (179) (1) - - - -
Other financing activities............................ (19) (4) (6) 1 (4) 18
---- ------ ---- ---- ---- ------
Cash flows provided by (used in) financing activities... (201) (79) (96) (334) 2 1,259
---- ------ ---- ---- ---- ------
Net change in cash and cash equivalents................. - - - - - -
Beginning cash and cash equivalents..................... - - - - - -
---- ------ ---- ---- ---- ------
Ending cash and cash equivalents........................ $ - $ - $ - $ - $ - $ -
==== ====== ==== ==== ==== ======

F-45
<PAGE>

For the 3 Months
For the Year Ended For the 6 Months Ended Ended
December 31, June 30, December 31, March 31,
------------------- --------- ------------ ----------------
1997 1998 1999 1999 1999 2000
---- ---- ---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Supplemental information

Income taxes paid...................................... $221 $ 295 $ 17 $ 7 $ 8 $ 5
==== ====== ==== ==== ==== ======
Noncash investing activities:
Exchange of property, plant and equipment.............. $ - $ - $ - $ 67 $ - $ -
==== ====== ==== ==== ==== ======
Investment by stakeholder, primarily for MediaOne
Group Merger............................................ $ - $6,054 $ - $ - $ - $ -
==== ====== ==== ==== ==== ======
Noncash financing activities:
Dividends accrued...................................... $ - $ - $ - $ - $ - $2,139
==== ====== ==== ==== ==== ======

The accompanying Notes are an integral part of the Combined Financial Statements.
</TABLE>

F-46
<PAGE>

Notes to Combined Financial Statements

A. Summary of Significant Accounting Policies

Basis of Presentation

Vodafone AirTouch Plc - U.S. Cellular and Paging Operations are comprised
of AirTouch Cellular and AirTouch Paging business units (collectively referred
to herein as the "Companies"). AirTouch Cellular ("Cellular"), along with its
subsidiaries, unconsolidated partnerships and corporations, and AirTouch
Paging, along with its wholly owned subsidiaries, provide wireless
telecommunications services in the United States. The majority of revenues are
provided by the U.S. cellular operations.

The Combined Financial Statements include the accounts of the Companies,
their subsidiaries, and partnerships in which the Companies have direct
controlling interests. AirTouch Communications, Inc. ("Air Touch"), a
subsidiary of Vodafone AirTouch Plc ("Vodafone"), is the sole stakeholder of
the U.S. Cellular and Paging operations. These operations are organized under a
variety of legal forms, primarily a combination of partnerships and
incorporated entities. All significant intercompany balances and transactions
have been eliminated.

The Combined Financial Statements include allocations of certain AirTouch
corporate expenses, including legal, treasury and infrastructure costs. The
expense allocations have been determined on bases that AirTouch or Vodafone
considered to be a reasonable reflection of the utilization of services
provided or the benefit received by the Companies. However, the financial
information included herein may not reflect the combined financial position,
operating results, changes in stakeholder's equity and cash flows of the
Companies in the future or what they would have been had the Companies been a
separate, stand-alone entity during the periods presented.

In June 1999, the U.S. and international operations of AirTouch were
acquired by Vodafone. As a result, all net assets acquired were adjusted to
their fair values in accordance with APB Opinion No. 16, "Business
Combinations." Effective July 1, 1999, the Companies' combined balance sheets
reflect this new basis for all assets and liabilities. See Note F,
"Partnerships and Acquisitions -- Vodafone AirTouch Merger," for further
information.

In April 1998, AirTouch completed its acquisition of the U.S. cellular
properties of MediaOne Group, Inc. (formerly US WEST Media Group). Accordingly,
AirTouch began consolidating the results of operations of the U.S. cellular
properties acquired. See Note F, "Partnerships and Acquisitions -- MediaOne
Group Merger," for further information. AirTouch also acquired the 25% interest
in PrimeCo Personal Communications, Inc. ("PrimeCo") of MediaOne Group, Inc.,
bringing its interest in PrimeCo to 50%.

The Combined Financial Statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applicable in the United
States. Certain amounts have been reclassified to conform to Vodafone's
accounting policies. Conformity with GAAP requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Interim Financial Statements

The combined interim financial statements as of March 31, 2000 and for the
three months ended March 31, 1999 and 2000 are unaudited. In the opinion of
management, all adjustments consisting only of normal recurring adjustments,
necessary for the fair presentation of the financial position, results of
operations, and cash flows have been included in such unaudited interim
combined financial statements. The results of operations and cash flows for the
interim periods are not necessarily indicative of the results and cash flows to
be expected for the entire year.

Revenue Recognition

Operating revenues primarily consist of charges to customers for monthly
access charges, cellular airtime usage, long distance, roamer charges, and
rental income from pagers. Revenues are recognized as services are provided.
Also included in operating revenues are equipment sales which are recognized
upon delivery of equipment to

F-47
<PAGE>

customers. Unbilled revenues resulting from wireless services provided from the
billing cycle date to the end of each period, are estimated and recorded as
receivables. Unearned monthly access charges relating to periods after each
accounting period-end are deferred.

Income Taxes

The Companies join in filing consolidated federal income tax returns with
AirTouch for all taxable periods in which a consolidated return is permitted or
required. Under the joint consolidated income tax agreement, the Companies
compute their current and deferred income tax liabilities on a separate return
basis.

Deferred income taxes are recorded based on the enacted tax law and rates
for the periods in which the taxes are expected to be paid. Deferred income
taxes are provided for items when there is a temporary difference in recording
such items for financial reporting and income tax reporting.

Cash Equivalents

Cash equivalents are short-term, highly liquid, held-to-maturity
investments with original maturities of 90 days or less from the date of
purchase. AirTouch manages cash and cash equivalents on a centralized basis.
Cash receipts associated with the Companies' business are transferred to
AirTouch on a daily basis and AirTouch funds the Companies' disbursements,
equipment purchases and certain capital requirements.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined
using either the first-in, first-out or average method. Market is determined
using replacement cost in accordance with industry standards.

Property, Plant, and Equipment

Property, plant and equipment are recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful life of the
asset. Leasehold improvements are amortized over the shorter of their estimated
useful lives or the term of the related lease. Land is not depreciated. Gains
and losses on disposals are included in income at amounts equal to the
difference between the net book value of the disposed assets and the proceeds
received upon disposal. Expenditures for replacements and betterments are
capitalized, while expenditures for maintenance and repairs are charged against
earnings as incurred. Assets under construction are not depreciated until
placed in service. Interest cost incurred during the construction period is
capitalized, as discussed below in "Capitalized Interest."

Intangible Assets

Goodwill. The excess of the purchase price paid over the fair value of net
assets acquired in business combinations is recorded as goodwill and is
amortized over its expected useful period, generally 40 years, using the
straight-line method.

FCC licenses. The Federal Communications Commission ("FCC") issues
cellular licenses that enable U.S. cellular carriers to provide service in
specific Cellular Geographic Service Areas. A cellular license is issued
conditionally for ten years. Historically, the FCC has routinely granted
license renewals to licensees that have complied with applicable rules,
policies, and the Communications Act of 1934, as amended. Cellular believes it
has complied and intends to continue to comply with these standards.

The Companies amortize FCC licenses for U.S. cellular and paging
operations and those acquired through business combinations using the
straight-line method over 40 years.

Other Intangible Assets. Other intangible assets primarily include
subscriber lists agreements and favorable lease agreements. These intangible
assets are amortized on a straight-line basis over their economic useful lives
which range from two to 30 years.

F-48
<PAGE>

Valuation of Long-Lived Assets

The Companies evaluate the carrying value of long-lived assets and certain
identifiable intangibles for impairment when events and circumstances, such as a
significant adverse event or change in the environment in which the business
operates, indicate that the book value of an asset may not be recoverable. An
impairment loss is recognized whenever the review demonstrates that the book
value of a long-lived asset is not recoverable based on the fair value of such
long-lived asset.

Investments in Unconsolidated Wireless Systems

Cellular uses the equity method of accounting for investments in all
markets in which it has significant influence but does not have a direct
controlling interest. Cellular uses the cost method of accounting for limited
partnership interests and other unconsolidated wireless system investments in
which it has a minor interest (less than 3%) and does not exercise significant
influence.

Capitalized Interest

The Companies capitalize interest related to the construction of
significant additions to property, plant and equipment. The Companies amortize
these costs over the related assets' estimated useful lives. Interest
capitalized during the periods presented was not material.

Advertising Expense

The Companies expense advertising costs as incurred. Advertising expense
was $143 million, $228 million, $98 million and $108 million for the years ended
December 31, 1997 and 1998, the six months ended June 30, 1999 and December 31,
1999, respectively.

B. Accounting Changes

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 provides additional guidance on revenue recognition as
well as criteria for when revenue is generally realized and earned. The
Companies believe the adoption of SAB No. 101 will not have a material impact on
the Companies' financial position or results of operations.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires the recognition of all derivatives as either assets or liabilities
and the measurement of those instruments at fair value. In June 1999, the FASB
issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133," which
defers the effective date of SFAS No. 133 to January 1, 2001. In June 2000, the
FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities - an amendment of FASB Statement No. 133", which
amends certain aspects of SFAS No. 133. The implementation of SFAS No. 133 will
have no impact on the Companies' financial position or results of operations.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." SFAS No. 132 requires certain
disclosures by employers that sponsor defined benefit pension plans and defined
benefit postretirement plans. The implementation of SFAS No. 132 did not have an
impact on the Companies' financial position or results of operations. See Note
J, "Employee Benefits" for further information.

Effective for the first quarter of 1998, the Companies implemented the
provisions of SFAS No. 130. "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and displaying comprehensive income and its
components in a full set of financial statements. The implementation of SFAS No.
130 did not have an impact

F-49
<PAGE>

on the Companies' financial position or results of operations. Comprehensive
income for the Companies consists of net income (loss) only.

C. Property, Plant, and Equipment

Property, plant, and equipment consisted of:

<TABLE>
<CAPTION>
December 31,
Depreciable ----------------
(Dollars in millions) Lives (Years) 1998 1999
------------- ---- ----
<S> <C> <C> <C>

Land.......................................................... - $34 $64
Buildings and leasehold improvements.......................... 5-50 408 568
Cellular plant and equipment.................................. 5-15 4,207 2,470
Pagers, paging terminals, and other paging equipment.......... 3-15 308 155
Other equipment and furniture................................. 2-10 530 548
Construction in progress...................................... - 331 551
------ ------
5,818 4,356
Less: accumulated depreciation................................ 2,532 298
------ ------
Property, plant and equipment, net............................ $3,286 $4,058
====== ======

</TABLE>

Depreciation expense for the six months ended December 31, 1999 was $298
million based on new asset bases arising from the Merger, as discussed in Note
F, "Partnerships and Acquisitions -- Vodafone AirTouch Merger." Depreciation
expense for the years ended December 31, 1997 and 1998 and the six months ended
June 30, 1999 was $344 million, $542 million and $319 million, respectively.

Sources of Supplies

The Companies attempt to maintain multiple vendors for required network
supplies, which are important to their operations. Currently, such supplies are
acquired from only a few sources. If the suppliers are unable to meet the
Companies' network equipment needs, the Companies could experience delays and
increased costs or losses of potential customers, thereby adversely affecting
operating results and cash flows.

Sublease of Communications Towers

In August 1999, AirTouch signed a definitive agreement with American Tower
Corporation ("ATC") for the sublease of all unused space on approximately 2,100
of Cellular's communications towers, in exchange for $382,000 per tower plus a
five-year warrant to purchase 3 million ATC shares at $22 per share. The
transaction is being closed in phases starting in the first quarter of 2000
after obtaining the necessary consents. During the first quarter of 2000,
AirTouch received approximately $449 million for closing 1,180 towers, pursuant
to its agreement with ATC. The $449 million and the fair value of the warrants
has been recorded as deferred revenue and is being amortized over the term of
the lease. In addition, ATC will manage, maintain and remarket the tower space
not being used by Cellular. In February 2000, AirTouch also signed a definitive
agreement with Spectrasite Holdings, Inc. ("Spectrasite") for the sublease of
unused space on approximately 430 of Cellular's communications towers in
exchange for $155 million. This transaction is expected to close in stages over
the next six to nine months. AirTouch also entered into exclusive three-year
build-to-suit agreements with ATC and Spectrasite to produce new communications
towers in strategic locations.

D. Financial Instruments

Concentrations of Credit Risk

Financial instruments that potentially subject the Companies to
concentrations of credit risk are trade receivables. Due to the large volume and
diversity of the Companies' customer base, concentrations of credit risks with
respect to trade receivables are limited.

F-50
<PAGE>

Fair Values

The Companies' financial instruments recorded on the balance sheet
primarily include accounts and notes receivable and accounts payable. Due to the
short maturity of these instruments, carrying amounts approximate fair values.
All other financial instruments are insignificant.

E. Investments in Unconsolidated Wireless Systems

Cellular's investments in unconsolidated wireless systems primarily include
equity-method investments of $1,812 million and $6,753 million at December 31,
1998 and 1999.

<TABLE>
<CAPTION>
Percentage of Ownership
December 31,
-----------------------
1998 1999
---- ----
<S> <C> <C>
Equity Investments
CMT Partners................................................. 50.0% 50.0%
Nevada RSA2 Ltd. Partnership................................. 50.0% 50.0%
PrimeCo Personal Communications, L.P......................... 50.0% 50.0%
TOMCOM, L.P.................................................. 50.0% 50.0%
Centel Cellular Company of Nevada Limited Partnership........ 27.8% 27.8%
</TABLE>

Condensed combined financial information for unconsolidated wireless systems
accounted for under the equity method.

<TABLE>
<CAPTION>
December 31,
-----------------
(Dollars in millions) 1998 1999
<S> <C> <C>

Current assets........................................ $294 $313
Noncurrent assets..................................... 3,368 3,268
Current liabilities................................... (496) (636)
Noncurrent liabilities and minority interest.......... (418) (268)
------ ------
Total partners' and stockholders' capital............. 2,748 2,677
Other partners' and stockholders' share of capital.... 1,449 1,415
------ ------
Cellular's share of capital........................... 1,299 1,262
Goodwill and other intangible items................... 513 5,491
------ ------
Equity investments in unconsolidated wireless systems. $1,812 $6,753
====== ======
</TABLE>

F-51

<PAGE>

<TABLE>
<CAPTION>
For the Year Ended For the 6 Months Ended
------------------------ -------------------------
December 31 June 30, December 31,
(Dollars in millions) 1997 1998(a) 1999 1999
--------------------- ---- ------- ------ ----------
<S> <C> <C> <C> <C>
Operating revenues .............................. $ 899 $ 1,211 $ 791 $ 815
------- ------- ------- -------
Operating income (loss) ......................... $ (232) $ (125) $ (4) $ 20
------- ------- ------- -------

Net income (loss) ............................... $ (238) $ (130) $ 28 $ 20
Other partners' and stockholder's share of net
income (loss) ................................. (243) (99) 13 10
------- ------- ------- -------
Cellular's share of net income (loss) ........... 5 (31) 15 10
Amortization of intangibles and other adjustments (4) (10) (7) (90)
------- ------- ------- -------

Equity in net income (loss) of unconsolidated
wireless systems............................... $ 1 $ (41) $ 8 $ (80)
======= ======= ======= =======

</TABLE>

(a) The results reflect a 50% interest in PrimeCo beginning in April 1998, due
to the MediaOne Group acquisition, and a 25% interest for results prior to
this date.

F. Partnerships and Acquisitions

MediaOne Group Merger

In April 1998, Cellular completed the acquisition of the U.S. cellular
business and the 25% PrimeCo interest of MediaOne Group, Inc. AirTouch issued
approximately 59.4 million shares of common stock having a fair market value of
$2.9 billion on the date of issuance, approximately $1.6 billion of
dividend-bearing preferred stock with a 5.143% coupon, assumed approximately
$1.4 billion of debt associated with the acquired businesses, and granted
MediaOne Group, Inc. registration rights with respect to the common stock and
preferred stock issued. No cash was acquired or paid in this transaction. In
September 1998, MediaOne Group, Inc. returned approximately 0.1 million shares
of common stock to AirTouch as a purchase price adjustment.

The MediaOne Group merger was accounted for using the purchase method of
accounting. There were approximately $2.5 billion of identifiable intangible
assets, which primarily included FCC licenses of approximately $2.0 billion and
customer lists of approximately $0.4 billion. A deferred income tax liability of
approximately $1.0 billion was also recorded. The excess of the aggregate
purchase price over the final appraised fair value of the net assets acquired,
plus the deferred income tax liability, resulted in total goodwill of
approximately $2.5 billion. The identifiable intangible assets are amortized on
a straight-line basis over their estimated useful lives. Goodwill is amortized
over 40 years. The U.S. cellular business and the 25% PrimeCo interest of
MediaOne Group, Inc. were contributed by AirTouch to Cellular.

The following unaudited pro forma summary presents the Companies' combined
results of operations as if the MediaOne Group merger occurred as of the
beginning of each period, after giving effect to certain adjustments including
amortization of goodwill and identifiable intangible assets, additional equity
losses of PrimeCo and related income tax effects.

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
(Dollars in millions) 1997 1998
--------------------- ---- ----
<S> <C> <C>

Operating revenues......... $4,447 $4,793
Net income................. 326 345
</TABLE>

F-52

<PAGE>

Vodafone AirTouch Merger

On June 30, 1999 (the "Closing Date"), AirTouch completed its merger with
Vodafone and became a wholly owned subsidiary of Vodafone (the "Merger"). Under
the terms of the Merger, owners of AirTouch common stock received five Vodafone
ordinary shares in the form of 0.5 of a Vodafone American Depositary Share and
$9 in cash, without interest, for each share of AirTouch common stock held at
closing. As a result of the Merger, Vodafone was renamed "Vodafone AirTouch
Plc."

In accordance with SEC Staff Accounting Bulletin No. 73, "Push Down Basis
of Accounting Required in Certain Limited Circumstances," (SAB No. 73), the
Combined Balance Sheet at December 31, 1999 reflects the new basis of accounting
arising from the Merger. Under the purchase method of accounting, the purchase
price is allocated to the assets acquired and liabilities assumed based on their
estimated fair values on the Closing Date. The purchase price allocated to the
Companies at the Closing Date was $43.3 billion. The purchase price allocation
is set out in the table below.

<TABLE>
<CAPTION>
Estimated Fair Values
---------------------
June 30, 1999
---------------------
(Dollars in millions)
<S> <C>
Net assets acquired ...................................... $ 3,131
Identifiable intangible assets:
Licenses .............................................. 23,073
Customer lists ........................................ 2,819
Goodwill .............................................. 14,231
-------
Total allocated purchase price ........................... $43,254
=======
</TABLE>

Certain amounts of identifiable intangible assets, their related deferred
tax liabilities and goodwill have been allocated to equity investments. These
amounts are reflected in the balance sheet within "Investments in unconsolidated
wireless systems."

CommNet Cellular Inc. ("CommNet")

In July 1999, Vodafone announced it had entered into an agreement to
acquire the entire issued share capital of CommNet for a total consideration of
approximately $1,364 million, being $764 million in cash and assumed debt of
approximately $600 million. On September 30, 1999, CommNet's total assets were
approximately $487 million and total liabilities were approximately $791
million. For the year ended September 30, 1999, CommNet had revenues of
approximately $211 million and operating income of approximately $66 million.
The transaction, which is not significant in respect to Cellular's operations,
closed in January 2000. Cellular accounted for this transaction under the
purchase method of accounting. Total intangible assets of approximately $1,427
million, which include primarily customer lists, FCC licenses and goodwill, are
being amortized over their estimated useful lives ranging from 4.5 to 40 years.
Goodwill includes an amount of $158 million, resulting from the recognition of
deferred tax liability.

Wireless Alliance with Bell Atlantic

On April 3, 2000, Vodafone and Bell Atlantic Corp. combined their U.S.
Cellular, PCS, and paging businesses. This venture, Verizon Wireless, offers
nationwide wireless services. As of April 3, 2000, Vodafone has an interest of
approximately 65% in Verizon Wireless, but voting control rests with Bell
Atlantic Corp. Pursuant to an agreement dated September 21, 1999, GTE's U.S.
wireless operations will be contributed to the venture when its merger with Bell
Atlantic Corp. is completed. This merger with GTE will close July of 2000. After
the GTE wireless operations have been contributed, Vodafone's interest in the
joint venture will be 45%.

F-53

<PAGE>

G. Intangible Assets

Intangible assets consisted of::
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1998 1999
---------- ----------
(Dollars in millions)
<S> <C> <C>
Goodwill......................... $4,510 $12,234
FCC licenses..................... 3,798 19,462
Other............................ 625 2,507
------ -------
8,933 34,203
Less: accumulated amortization... 612 645
------ -------
Total intangible assets, net.... $8,321 $33,558
====== =======
</TABLE>

Amortization expense for the six months ended December 31, 1999 was $645
million based on the new asset bases arising from the Merger, as discussed in
Note F, "Partnerships and Acquisitions - Vodafone AirTouch Merger." Amortization
expense for the years ended December 31, 1997 and 1998 and for the six months
ended June 30, 1999 was $111 million, $286 million and $172 million,
respectively.

H. Related Party Transactions

The Companies provided wireless services to its parent and other
affiliates. The amount of revenues recorded for such services is not material.

AirTouch provides the Companies with certain administrative services
including corporate, legal, treasury and other infrastructure costs. Service
costs specifically attributable to the Companies are directly charged to the
Companies. Other service costs and corporate charges are allocated to the
Companies using bases that AirTouch or Vodafone management considered to be a
reasonable reflection of the utilization of services provided. The Companies
recorded general and administrative expenses for services provided by affiliates
in the amount of $32 million, $28 million, $20 million and $26 million for the
years ended December 31, 1997 and 1998 and for the six months ended June 30,
1999, and December 31, 1999, respectively. Effective July 1, 1999 such services
were provided by Vodafone.

AirTouch manages a centralized cash account for its subsidiary companies.
AirTouch pays or charges interest to the individual entities that comprise the
Companies based on AirTouch's average borrowing rate, on amounts due from or to
AirTouch. Interest expense totaled $54 million, $67 million, $30 million and $15
million for the years ended December 31, 1997 and 1998 and for the six months
ended June 30, 1999, and December 31, 1999, respectively. Interest income was
$16 million, $21 million, $5 million and $3 million for the years ended December
31, 1997 and 1998 and for the six months ended June 30, 1999 and December 31,
1999, respectively.

Balance due to affiliates was $1,033 million and $475 million at December
31, 1998 and 1999, respectively and is recorded in amounts due to related
parties in the accompanying balance sheet.

F-54

<PAGE>

I. Income Taxes

The Companies are included in the consolidated tax return of AirTouch. See
Note A, "Summary of Significant Accounting Policies." The components of income
tax (benefit) expense were:

<TABLE>
<CAPTION>
For the 6 Months Ended
For the Year Ended December 31, June 30, December 31,
------------------------------- --------------------------
(Dollars in millions) 1997 1998 1999 1999
<S> <C> <C> <C> <C>
Current
Federal ............. $ 148 $ 227 $ 138 $ 77
State and other taxes 61 72 40 21
----- ----- ----- -----
Total current ....... 209 299 178 98
----- ----- ----- -----
Deferred:
Federal ............. 42 (6) 4 (114)
State and other taxes (11) 21 (9) (41)
----- ----- ----- -----
Total deferred ...... 31 15 (5) (155)
----- ----- ----- -----
Total income taxes .. $ 240 $ 314 $ 173 $ (57)
===== ===== ===== =====
</TABLE>

Significant components of the combined deferred tax liabilities and assets
were:

<TABLE>
<CAPTION>
For the Year Ended
December 31,
------------------
(Dollars in millions) 1998 1999
---- ----
<S> <C> <C>
Deferred tax liabilities:
Amortization.................................................................. $1,490 $9,935
Depreciation.................................................................. 275 507
Investments in U.S. partnerships.............................................. 74 1,814
------ -------
Total....................................................................... 1,839 12,256

Deferred tax assets:
Net operating loss carryforward............................................... - 64
Accruals deductible when paid................................................. 30 42
Accounts receivable 18 9
Other......................................................................... 8 12
------ -------
Total....................................................................... 56 127
Less: valuation allowance - -
------ -------
Total net................................................................... 56 127
Total deferred taxes........................................................ $1,783 $12,129
====== =======

Current........................................................................ $(26) $(97)
Noncurrent..................................................................... 1,809 12,226
------ -------
Net deferred tax liabilities recorded in Combined Balance Sheets............ $1,783 $12,129
====== =======
</TABLE>

The Companies believe it is more likely than not that they will generate
future taxable income sufficient to fully realize future benefits from the net
deferred tax assets of $127 million. The Companies generated a net operating
loss ("NOL") of $182 million during the 12-month period ended December 31, 1999.
The NOL carryforward period expires in 2019.

F-55
<PAGE>

The differences each period between the statutory federal income tax rate
and the effective income tax rate were:

<TABLE>
<CAPTION>
For the Year Ended For the 6 Months Ended
December 31, June 30, December 31,
------------------ ------------------------
1997 1998 1999 1999
<S> <C> <C> <C> <C>
Statutory federal income tax rate................ 35.0% 35.0% 35.0% (35.0%)
Increase (decrease) in taxes resulting from
State income taxes, net of federal tax benefit 5.6% 5.3% 5.8% (7.7%)
Nondeductible amortization................. 2.7% 5.8% 7.2% 11.7%
Other...................................... (0.4%) 1.2% 0.3% (1.4%)
---- ---- ---- -----
Effective income tax rate........................ 42.9% 47.3% 48.3% (32.4%)
==== ==== ==== =====
</TABLE>

J. Employee Benefits

Defined Contribution Plan

AirTouch sponsors a defined contribution plan (the "Retirement Plan"),
which covers substantially all full-time employees. The Companies base their
contributions to the Retirement Plan on a percentage of pay and on matching a
portion of employee contributions. The related expense was $25 million, $33
million, $27 million and $27 million for the years ended December 31, 1997 and
1998, and for the six months ended June 30, 1999 and December 31, 1999,
respectively.

Defined Benefit Pension Plan and Other Post Retirement Benefits

AirTouch maintains defined benefit plans (the "Pension Plans"). Individuals
of the Companies who were employees at December 31, 1986, and transferees from
Pacific Telesis Group, receive pension, death and survivor benefits based on a
percentage of their final five-year average pay and years of service. In 1986,
AirTouch discontinued the accrual of service credit for the Pension Plans'
participants. Thus, pension benefits only increase as a participant's
compensation increases. The Pension Plans' assets are primarily composed of
mutual and index funds.

AirTouch provides medical and dental benefits for eligible retired
employees of the Companies and their eligible dependents and also provide life
insurance benefits to eligible retired employees (the "Postretirement Plan"),
AirTouch retains the right, subject to existing agreements and applicable legal
requirements, to amend or eliminate these post retirement benefits.

The Companies' combined financial statements include pension and post
retirement benefit charges based on allocations from AirTouch. The allocations
are primarily based on actuarial determinations. The charges include current and
prior service obligations. The Companies believe that the allocation method is
reasonable.

The expense allocated to the Companies in relation to the Pension Plans and
the Postretirement Plan was not material for the years ended December 31, 1997
and 1998 and for the six months ended June 30, 1999 and December 31, 1999.

K. Commitments and Contingencies

Contingencies

The Companies are parties to various legal proceedings in the ordinary
course of business. The Companies believe that the ultimate outcome of these
matters will not have a material adverse impact on its financial position,
results of operations or cash flows.

F-56

<PAGE>

Lease Commitments

The Companies lease various facilities and equipment under non-cancelable
lease arrangements. Most leases contain renewal options for varying periods.
Related rent expense was $70 million, $91 million, $52 million, and $53 million
for the years ended December 31, 1997 and 1998 and for the six months ended June
30, 1999 and December 31, 1999, respectively.

At December 31, 1999, future minimum lease payments under noncancellable
operating leases with an initial term of one year or more were:

<TABLE>
<CAPTION>
(Dollars in millions)
<S> <C>
2000.............................................. $ 95
2001.............................................. 80
2002.............................................. 70
2003.............................................. 62
2004.............................................. 59
Thereafter........................................ 209
-----
Total minimum lease payments.................. $ 575
=====
</TABLE>

Other Commitments

At December 31, 1999, the Companies were committed to spend $469 million
for the acquisition of property, plant and equipment and the purchase of
cellular equipment and other items.

L. Other Current Liabilities

Other current liabilities consisted of:

<TABLE>
<CAPTION>
December 31,
----------------
1998 1999
---- ----
(Dollars in millions)
<S> <C> <C>

Accrued liabilities.......................... $199 $259
Advanced billing and customer deposits....... 111 160
Accrued income taxes......................... 51 --
Sales and property taxes payable............. 70 71
Accrued compensation and benefits............ 91 79
Other........................................ 42 19
---- ----
Total other current liabilities......... $564 $588
==== ====
</TABLE>

F-57
<PAGE>

Report of Independent Accountants

To the Partners of PrimeCo Personal Communications, L.P.:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, partners' capital and of cash flows
present fairly, in all material respects, the financial position of PrimeCo
Personal Communications, L.P. at December 31, 1998 and 1999, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Partnership's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP
Dallas, Texas

February 14, 2000

F-58

<PAGE>

PrimeCo Personal Communications, L.P.
Consolidated Statements of Operations
(Dollars in millions)

<TABLE>
<CAPTION>
For the three months
For the Years Ended December 31, ended March 31,
-------------------------------- -------------------
1997 1998 1999 1999 2000
---- ---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues and sales
Service revenues..................................... $139 $407 $697 $150 $214
Product sales........................................ 68 95 129 36 30
Other................................................ 1 7 14 2 6
----- ----- ----- ---- ---

Total revenues and sales............................. 208 509 840 188 250
----- ----- ----- ---- ---

Costs and expenses
Cost of service...................................... 10 16 19 4 6
Cost of products sold................................ 70 98 125 35 30
Operating expenses................................... 469 606 747 196 207
Depreciation and amortization........................ 138 196 244 57 69
---- ----- ----- ---- ---

Total costs and expenses............................. 687 916 1,135 292 312
----- ----- ----- ---- ---

Loss from operations................................. (479) (407) (295) (104) (62)

Interest expense, less capitalized interest of $0, $6, and
$2 respectively........................................... (19) (19) (15) (4) (4)
Interest income............................................ 1 2 1 - 1
Other income (expense)..................................... (2) 1 (3) - -
Gain (loss) on disposal of assets.......................... - (17) 23 25 -
----- ----- ---- ---- ---

Loss before minority interest in losses of
consolidated partnerships........................ (499) (440) (289) (83) (65)

Minority interest in losses of consolidated
partnerships............................................. 29 22 14 6 4
----- ----- ---- ---- ---

Net loss............................................. $(470) $(418) $(275) $(77) $(61)
===== ===== ===== ==== ====

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

F-59
<PAGE>

PrimeCo Personal Communications, L.P.
Consolidated Balance Sheets
(Dollars in millions)

<TABLE>
<CAPTION>
December 31, At March 31,
----------------- ------------
1998 1999 2000
------ ------ ------------
<S> <C> <C> <C>
Assets (unaudited)

Current assets
Cash and cash equivalents................................................. $ 10 $ 25 $ 24
Accounts receivable, trade, net of allowance for doubtful accounts of $23,
$10 and $23 (unaudited), respectively................................... 52 74 83
Accounts receivable, other................................................ 49 32 42
Inventory................................................................. 61 67 47
Prepaid expenses.......................................................... 14 10 9
Other..................................................................... - 1 1
------ ------ ------
Total current assets...................................................... 186 209 206

PCS Licenses, net of accumulated amortization of $60, $85,
and $92 (unaudited), respectively............................................. 1,041 994 987
Microwave relocation, net of accumulated amortization of
$10, $14 and $16 (unaudited), respectively.................................... 175 164 163
Property, plant and equipment, net.............................................. 1,388 1,491 1,597
Construction in progress........................................................ 110 159 83
Other........................................................................... 8 5 5
------ ------ ------
Total assets.............................................................. $2,908 $3,022 $3,041
====== ====== ======

Liabilities and Partners' Capital

Current liabilities
Current installments of capital leases.................................... $ 37 $ 39 $ 40
Accounts payable and accrued expenses..................................... 260 434 325
Note payable to vendor.................................................... 189 - -
Microwave relocation obligations.......................................... 9 10 10
Due to affiliates......................................................... 3 - -
Accrued compensation...................................................... 23 17 17
Taxes, other than income.................................................. 25 35 34
------ ------ ------

Total current liabilities................................................. 546 535 426

Capital lease obligations, noncurrent........................................... 242 221 215
Microwave relocation obligations, noncurrent.................................... 4 1 -
Minority interest in consolidated partnerships.................................. 109 126 131
Other noncurrent liabilities.................................................... 33 37 29
Commitments and contingencies (Notes 4, 5 and 8)
Partners' capital............................................................. 1,974 2,102 2,240
------ ------ ------
Total liabilities and partners' capital................................... $2,908 $3,022 $3,041
====== ====== ======

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

F-60
<PAGE>

PrimeCo Personal Communications, L.P.
Consolidated Statements of Partners' Capital
(Dollars in millions)

<TABLE>
PCSCO Partnership PCS Nucleus, L.P.
-------------------- ---------------------- Total Partners'
General Limited General Limited Capital
------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>

Balance, January 1, 1997............... $282 $422 $282 $422 $1,408
Partner contributions.................. 174 262 174 262 872
Partner distributions.................. (4) (7) (4) (6) (21)
Net loss............................... (94) (141) (94) (141) (470)
---- ---- ---- ---- ------
Balance, December 31, 1997............. 358 536 358 537 1,789
Partner contributions.................. 121 181 121 180 603
Net loss............................... (84) (125) (84) (125) (418)
---- ---- ---- ---- ------
Balance, December 31, 1998............. 395 592 395 592 1,974
Partner contributions.................. 96 145 97 145 483
Partner distributions.................. (16) (24) (16) (24) (80)
Net loss............................... (55) (82) (56) (82) (275)
---- ---- ---- ---- ------
Balance, December 31, 1999............. 420 631 420 631 2,102
Partner contributions (Unaudited)...... 40 59 40 60 199
---- ---- ---- ---- ------
Partner distributions (Unaudited)...... - - - -
Net loss (Unaudited)................... (12) (18) (12) (19) (61)
---- ---- ---- ---- ------
Balance, March 31, 2000 (Unaudited).... $448 $672 $448 $672 $2,240
==== ==== ==== ==== ======

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

F-61
<PAGE>

PrimeCo Personal Communications, L.P.
Consolidated Statements of Cash Flows
(Dollars in millions)

<TABLE>

For the three months
For the Years Ended December 31, ended March 31,
-------------------------------- --------------------
1997 1998 1999 1999 2000
------ ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities
Net loss.............................................. $(470) $(418) $(275) $ (77) $(61)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization....................... 138 197 244 57 69
Bad debt expense.................................... 7 14 24 8 7
(Gain) loss on disposal of assets................... - 17 (23) (25) -
Loss on note receivable............................. 2 - - - -
Minority interest in losses of consolidated
partnership....................................... (29) (22) (14) (6) (4)
Changes in assets and liabilities
Accounts receivable, trade........................ (30) (38) (48) (23) (16)
Inventory......................................... 29 (26) (7) 12 20
Prepaid assets.................................... (2) (6) 5 3 1
Other assets...................................... 4 (32) 14 16 (10)
Accounts payable and accrued expenses............. 12 44 82 4 (22)
Accrued compensation.............................. 2 7 (5) (5) (1)
Taxes, other than income.......................... 8 10 11 2 (1)
Other noncurrent liabilities...................... 10 11 11 - (7)
----- ----- ----- ----- -----
Net cash provided by (used in)
operating activities......................... (319) (242) 19 (34) (25)
----- ----- ----- ----- -----

Cash flows from investing activities
Payments for microwave relocation..................... (69) (22) (4) (2) -
Recoveries of microwave relocation costs.............. 4 4 10 4 -
Proceeds from sale of property and equipment.......... - - 2 - -
Additions to property, plant and equipment............ (536) (408) (254) (20) (172)
Proceeds from sale of MTA............................. - - 84 84 -
----- ----- ----- ----- -----
Net cash provided by (used in) investing
activities....................................... (601) (426) (162) 66 (172)
----- ----- ----- ----- -----

Cash flows from financing activities
Partner contributions................................. 873 602 483 278 199
Partner distributions................................. (21) - (80) (80) -
Advances from (repayments to) partners, net........... (5) 2 (3) - -
Proceeds from minority interest owners................ 63 34 31 14 10
Proceeds from capital leases.......................... 40 - 1 - -
Reductions of capital leases.......................... (30) (34) (37) (7) (11)
Payment of note payable to vendor..................... - - (189) (189) -
Increase (decrease) in overdraft payable to bank...... 23 45 (48) (52) (2)
----- ----- ----- ----- -----
Net cash provided by (used in) financing
activities...................................... 943 649 158 (36) 196
----- ----- ----- ----- -----

Increase (decrease) in cash and cash equivalents............ 23 (19) 15 (4) (1)
Cash and cash equivalents, beginning of period.............. 6 29 10 10 25
----- ----- ----- ----- -----
Cash and cash equivalents, end of period.................... $ 29 $ 10 $ 25 $ 6 $ 24
===== ===== ===== ===== =====

Supplemental disclosure in Note 11.

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

F-62

<PAGE>

PrimeCo Personal Communications, L.P.
Notes to Consolidated Financial Statements

1. Organization and Activities

PrimeCo Personal Communications, L.P., formerly PCS PrimeCo, L.P.,
("PrimeCo" or "the Partnership") was formed on October 20, 1994 as a Delaware
limited partnership for the purpose of acquiring licenses issued by the Federal
Communications Commission ("FCC") pursuant to Subpart E of Part 24 of the FCC
Rules ("PCS License") and to design, build, own and operate broadband personal
communications services ("PCS Business"). The Partnership will continue through
2014 unless dissolved by the Partners under dissolution provisions outlined in
the partnership agreement.

PCSCO Partnership (a wholly owned affiliate of Bell Atlantic
Corporation) and PCS Nucleus, L.P. (a wholly owned affiliate of AirTouch
Communications, Inc.), collectively, the "Partners," each hold a 20% general
and 30% limited interest in the Partnership.

On May 8, 1995, PrimeCo entered into three limited partnership
agreements ("MTA Partnerships") with Texas Utilities Communications, Inc.
("TUC") for the purpose of operating PCS Businesses in the Dallas-Ft. Worth,
San Antonio and Houston major trading areas ("Texas MTAs"). PrimeCo holds a
majority interest of 80% in each MTA partnership comprised of 1% general
partner and 79% limited partner interest. TUC holds a 20% minority ownership
interest in each of the Texas MTAs.

The consolidated financial statements include the accounts of PrimeCo and
the Texas MTAs. The 20% interest of the Texas MTAs and the losses therefrom
have been reflected as "Minority interest in consolidated partnerships" and
"Minority interest in losses of consolidated partnerships." Significant
intercompany balances and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies:

Cash and cash equivalents

Cash equivalents consist primarily of highly liquid investments with
minimal interest rate risk and original maturities of 90 days or less at the
date of acquisition. The balance is stated at cost, which approximates fair
value and is principally concentrated in institutional money market accounts.
Book overdrafts are classified with accounts payable.

Inventory

Inventory consists of handsets and related accessories. Inventories
purchased for resale are carried at the lower of cost (determined using
weighted average) or market. Market is determined using replacement cost in
accordance with industry standards.

Licenses and microwave relocation

PCS Licenses include costs incurred to acquire FCC licenses on
frequency blocks A and B in the 1850-1990 MHz radio frequency bands.

The PCS licenses are issued conditionally for ten years. Historically, the
FCC has granted license renewals providing the licensees have complied with
applicable rules, policies and the Communications Act of 1934, as amended.
PrimeCo believes it has complied with and intends to continue to comply with
these rules and policies.

Microwave relocation includes costs incurred to relocate incumbent
microwave links affecting PrimeCo's licensed frequencies.

F-63
<PAGE>

PrimeCo amortizes the cost of the PCS Licenses and microwave relocation
costs on a straight-line basis over a 40 year life.

Revenue recognition

PrimeCo records service revenues for the amount of communications services
rendered, primarily measured by billable minutes of traffic in addition to a
monthly charge for access and features, after deducting a reserve for
fraudulent unauthorized use or subscriber fraud.

Equipment sales consist of revenues from the sales of digital phones and
related accessories. Such sales are not considered a primary part of PrimeCo's
personal communications business. Upon shipment of products to unaffiliated
customers, PrimeCo recognizes sales and related costs and expenses. PrimeCo has
established programs which, under specified conditions, enable customers to
return products.

Customer accounts are monitored through an aging process that
addresses the customer credit class and number of days the balance is
outstanding. A reserve for uncollectible accounts is recorded based on
historical accounts receivable agings and write-offs and is further evaluated
as a percentage of recorded revenues. When a customer account is determined
uncollectible, it is written-off.

Property, plant and equipment

Property, plant and equipment are recorded at cost. These costs include
cell site acquisition, site development, network and switch hardware,
capitalized interest, and engineering and overhead. Depreciation is recorded on
a straight-line basis over the following estimated useful lives: buildings, 20
years, plant and other equipment, 3 to 15 years. Leasehold improvements are
depreciated over the shorter of the remaining term of the lease or the
estimated useful life of the improvement. When depreciable assets are retired
or otherwise disposed of, the related cost and accumulated depreciation are
removed from the respective accounts, and any gains or losses on disposition
are recognized in income. Repair and maintenance costs are charged to expense
when incurred; significant renewals and betterments are capitalized.

Software development costs

Specific expenditures directly related to development projects for
internal-use software are capitalized and amortized over their estimated useful
life. Costs incurred in the preliminary project stage of development (prior to
technological feasibility) are expensed as incurred.

Initial operating systems software is capitalized and amortized
over the life of the related hardware. Initial network application software is
capitalized and amortized over three years.

Capitalized computer software of approximately $217 million and $307
million at December 31, 1998 and 1999, respectively, is recorded in property,
plant and equipment. PrimeCo amortized computer software costs of approximately
$17 million, $23 million and $39 million for the periods ended December 31,
1997, 1998 and 1999, respectively.

Foreign currency

PrimeCo has entered into forward exchange contracts to hedge foreign
currency transactions. PrimeCo's forward exchange contracts do not subject
PrimeCo to risk from exchange rate movements because gains and losses on such
contracts offset losses and gains, respectively, on the Japanese yen
denominated portion of its capital lease obligations. PrimeCo had approximately
$119 million and $126 million of foreign exchange contracts outstanding
relating to foreign currency denominated capital lease obligations at December
31, 1998 and 1999, respectively. The forward exchange contracts generally
require PrimeCo to exchange U.S. dollars for foreign currencies at maturity, at
rates agreed to at inception of the contracts.

Credit risk associated with concentrations can arise when
changes in economic, industry or geographic factors affect groups of

F-64
<PAGE>

counterparties with similar characteristics, whose aggregate credit exposure is
significant to PrimeCo's total credit exposure. The current volatility in the
Asian markets creates an unfavorable environment for the counterparties to the
exchange contracts to fulfill their obligations to deliver the contracted
currencies. Accordingly, PrimeCo could be at risk for any currency related
fluctuations if the counterparties do not contractually comply. Should the
counterparties not comply, the ultimate impact, if any, will be a function of
the difference in cost of acquiring yen at the time of delivery versus the
contractually agreed upon price.

The aggregate hedge payable (receivable) and capital lease receivable
(payable) as of December 31, 1998 and 1999 is $3 million and ($9) million,
respectively. The associated gain and (loss) on the hedging activities, which
has been netted in the statements of operations against capital lease (gains)
and losses for the years ended December 31, 1997, 1998 and 1999 is ($12)
million, $15 million and $12 million, respectively.

Income taxes

The results of operations of PrimeCo will be included in the income tax
returns of the partners. Accordingly, no provision for income taxes is recorded
in the accompanying financial statements.

Use of estimates

Advertising costs

Advertising costs included in operating expenses are expensed as incurred.
Advertising expenses totaled approximately $193 million, $216 million and $277
million in 1997, 1998 and 1999, respectively. These costs include handset
subsidy expenses of $108 million, $132 million and $147 million in 1997, 1998
and 1999, respectively.

3. Property, Plant and Equipment

Property, plant and equipment consists of the following at
December 31, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
------ ------
(Dollars in millions)
<S> <C> <C>

Land, buildings and leasehold improvements.. $ 37 $ 45
Network equipment........................... 1,453 1,699
Data processing............................. 137 188
Furniture and fixtures...................... 36 39
------ ------
1,663 1,971
Accumulated depreciation and amortization... (275) (480)
------ ------
Total.................................. $1,388 $1,491
====== ======
</TABLE>

Network equipment with a cost of approximately $336 million and $348
million at December 31, 1998 and December 31, 1999, respectively, is subject to
capital lease obligations.

During 1998 the Partnership exchanged certain network assets in
the following MTAs: Dallas, San Antonio, Chicago, and Milwaukee. The
transaction was accounted for as a non-monetary exchange in accordance with
Accounting Principle Board Opinion Number 29. In connection with this
transaction, there was an approximate loss of $16.5 million relating to
impairment of assets that were not subject to the exchange and certain
noncapitalizable costs relating to the exchange.

F-65
<PAGE>

4. Leases

Capital leases

During 1996 and 1997, PrimeCo entered into a series of
sale/leaseback transactions for a portion of its network equipment. The
sale/leasebacks were accounted for as financings, wherein the property remains
on the books and a capital lease obligation is recorded for the proceeds
received. The underlying amounts due under these leases have been guaranteed by
the partners. There was no gain or loss associated with the transactions.
Future minimum payments under these and other capital lease obligations, a
portion of which are payable in Japanese yen, less imputed interest, are as
follows:

(Dollars in millions)

Years
2000...................................................... $ 48
2001...................................................... 48
2002...................................................... 52
2003...................................................... 62
2004...................................................... 85
Thereafter................................................ 41
-----

Total minimum lease payments................................... 336

Less - Imputed interest................................... (76)
-----

Present value of minimum lease payments........................ 260

Less - Current installments............................... (39)
-----

Long-term capital lease obligations at December 31, 1999....... $ 221
=====

Operating leases

PrimeCo also has various operating leases, primarily related to rentals
for towers, sites, stores and offices. At December 31, 1999, the aggregate
minimum rental commitments under noncancellable operating leases for the
periods shown are as follows:

(Dollars in millions)

Years
2000........................................................ $ 49
2001........................................................ 48
2002........................................................ 44
2003........................................................ 39
2004........................................................ 38
Thereafter.................................................. 87
-----

Total........................................................... $ 305
=====

Rental expense was approximately $36 million, $52 million and $54 million
in 1997, 1998 and 1999, respectively.

F-66
<PAGE>

5. Commitments and Contingencies

Litigation

PrimeCo is involved in various claims and legal proceedings of a nature
considered normal to its business. Management believes that these will not have
a material effect on the Partnership's operating results or financial position.

Vendor Agreements

PrimeCo has an agreement with its equipment supplier with regards to
equipment costs, payment terms and available credits. This equipment supplier
is the primary provider for the Partnership's network equipment. Vendor credits
were made available to PrimeCo based upon the volume of equipment purchased in
accordance with the agreements. PrimeCo has an estimated minimum purchase
commitment of $185.2 million to be paid during 2000. The vendor's sole remedy
in the case of non-compliance is a reduction in 2000 and thereafter of purchase
discounts.

PrimeCo has also entered into agreements with several companies
to provide PrimeCo with products and services to be used in its normal
operations. The minimum payments for these agreements are approximately $13
million in 2000, $4 million in 2001, and $5 million in 2002.

Microwave relocation costs

The FCC requires PCS License holders to compensate incumbents
for relocating to new frequencies. PrimeCo has incurred approximately $198
million and $196 million in aggregate microwave relocation costs as of December
31, 1998 and 1999, respectively.

PrimeCo is legally entitled to partial recoveries of these amounts in the
future as other PCS providers establish service requiring clearance of the same
microwave links; however, the aggregate recovery cannot be reasonably
estimated. Amounts received with respect to these recoveries are recorded as a
reduction to the related asset account.

Recoverability of assets and network expansion

The realization of PrimeCo's assets is dependent upon continued
financial support from its partners and successful implementation of its
business strategy. PrimeCo will continue to incur significant expenditures in
connection with expanding and improving its coverage areas. The Partners have
committed $380 million in funding for 2000 capital and operating expenditures.
In addition, they have provided letters of support to the Partnership which
ensure, up to the respective partners proportionate share of ownership, that
financial support necessary to meet all cash flow requirements will be provided
to PrimeCo for the twelve-month period ending January 1, 2001.

On September 21, 1999, the Partners of PrimeCo entered into an
agreement that contemplates, among other things, the combination of certain
assets, including the assets of PrimeCo. At this time, management is unable to
predict the precise effect of this agreement on PrimeCo.

6. Related Party Transactions

During 1997, 1998 and 1999, each partner paid certain costs on behalf of
PrimeCo. Such payments amounted to approximately $15 million, $11 million and
$4 million during 1997, 1998 and 1999, respectively. Amounts payable to the
partners amounted to approximately $3 million at December 31, 1998.

7. Employee Benefits

Effective September 1, 1995, the Partnership established a defined
contribution profit sharing employee savings plan under Section 401(k) of the
Internal Revenue Code (the "401(k) Plan") for all employees of PrimeCo. PrimeCo
received a favorable determination letter confirming the 401(k) Plan's
qualification from the Internal Revenue Service during 1996.

F-67
<PAGE>

Employees may elect to contribute up to 16% of their annual compensation.
PrimeCo will match employee contributions up to 4% of compensation and, at its
discretion, may elect to make additional contributions under the profit sharing
provisions of the 401(k) Plan. Total expenses related to the 401(k) Plan for
the years ended December 31, 1997, 1998 and 1999 amounted to approximately $4
million, $2 million and $3 million, respectively.

8. Short term borrowing and Credit Facilities

Effective March 18, 1998, PrimeCo entered into a discretionary $16 million
line of credit with The Chase Manhattan Bank. The line of credit was increased
to $20 million on September 30, 1998. The line of credit expired December 31,
1999; an application to extend until December 31, 2000 is pending. As of
December 31, 1999, no amount is outstanding.

Mellon Bank, NA issued a discretionary $5 million line of credit effective
January 23, 1997, to PrimeCo. As of January 2000, the line of credit was
cancelled.

On December 18, 1998, PrimeCo entered into a short term note payable with
one of its primary vendors. There was approximately $190 million outstanding on
the note as of December 31, 1998, with a 6% interest rate. The note was paid in
full in January 1999.

9. Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:

Amounts payable related to foreign currency forward contracts, which are
used to hedge foreign commitments, are recorded at fair value based on currency
exchange rates in effect at the balance sheet date;

Capital lease and microwave relocation obligations approximate fair value
based on interest rates for similar transactions.

10. Sale of MTA

On January 25, 1999, PrimeCo sold, to an unrelated third party, the PCS
license with respect to the Hawaii MTA, and other specified assets relating to
the business of building out, owning, operating, and maintaining a PCS system
in the Hawaii MTA, and providing PCS services to customers therein. The total
proceeds were $73 million, plus reimbursement of certain costs, including all
capital expenditures and operating expenses since January 1, 1998, of
approximately $12 million. A gain on the sale of $25 million was recognized,
which included the reimbursement for 1998 operating expenses.

11. Supplemental Data to Consolidated Statements of Cash Flows

<TABLE>

Years Ended December 31,
------------------------------
(Dollars in millions) 1997 1998 1999
---- ---- ----
<S> <C> <C> <C>

Interest paid was as follows
Interest paid................................. $ 14 $ 15 $ 20
==== ==== ====

Noncash investing activities were as follows
Additions to property, plant and equipment.... $ 84 $ 19 $116
==== ==== ====

Note payable to vendor in exchange for equipment.... $ 0 $190 $ 0
==== ==== ====

Reductions and credits to property, plant and
equipment...................................... $149 $ 11 $ 12
==== ==== ====

F-68
<PAGE>

Years Ended December 31,
------------------------------
(Dollars in millions) 1997 1998 1999

Addition to microwave relocation obligations........ $ 23 $ 4 $ 3
==== ==== ====

Additions to (reductions of) microwave relocation
receivables.................................... $ 9 $ 0 $ 5
==== ==== ====
</TABLE>

12. Subsequent Events

The TUC 20% minority ownership interests in the Texas MTAs were purchased
by two limited liability companies which are wholly owned subsidiaries of the
Partners. This transaction closed on January 6, 2000.

F-69
<PAGE>

Report of Independent Public Accountants

To Chicago SMSA Limited Partnership,
CyberTel Cellular Telephone Company,
CyberTel RSA Cellular Limited Partnership,
and Illinois SMSA Limited Partnership:

We have audited the accompanying combined Balance Sheet of CHICAGO SMSA LIMITED
PARTNERSHIP, CYBERTEL CELLULAR TELEPHONE COMPANY, CYBERTEL RSA CELLULAR LIMITED
PARTNERSHIP, AND ILLINOIS SMSA LIMITED PARTNERSHIP as of September 30, 1999,
and the related combined statements of operations, changes in partners'
capital, and cash flows for the nine months then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Chicago SMSA Limited
Partnership, CyberTel Cellular Telephone Company, CyberTel RSA Cellular Limited
Partnership, and Illinois SMSA Limited Partnership as of September 30, 1999,
and the results of their operations and their cash flows for the nine months
ended September 30, 1999 in conformity with accounting principles generally
accepted in the United States.

/s/ Arthur Andersen LLP
Atlanta, Georgia

July 17, 2000

F-70
<PAGE>

Chicago SMSA Limited Partnership,
CyberTel Cellular Telephone Company,
CyberTel RSA Cellular Limited Partnership,
and Illinois SMSA Limited Partnership
Combined Statement of Operations
For the period ended September 30, 1999 (in millions)

Revenues
Service...................................... $611
Equipment.................................... 33
Other........................................ 10
----
Total revenues............................... 653

Operating expenses
Sales and marketing.......................... 244
Network costs................................ 109
Operation support costs...................... 75
General and administrative................... 40
Amortization................................. 2
----
Total operating expenses..................... 470
----

Operating income.................................. 184

Other income (expense)
Minority interest............................ (3)
Interest income.............................. 2
Other........................................ 1
----
Net income........................................ $183
====

The accompanying notes are an integral part of these financial statements.

F-71
<PAGE>

Balance, December 31, 1998........................ $497
Net income................................... 183
Capital distributions........................ (203)
----
Balance, September 30, 1999....................... $476
====

The accompanying notes are an integral part of these financial statements.

F-72
<PAGE>

Chicago SMSA Limited Partnership,
CyberTel Cellular Telephone Company,
CyberTel RSA Cellular Limited Partnership,
and Illinois SMSA Limited Partnership
Combined Statements of Cash Flow
For the nine-months period ended September 30, 1999 (in millions)

Cash flows from operating activities
Net income............................................................ $ 183
Adjustments to reconcile net income to net cash provided
by operations:
Depreciation and amortization..................................... 69
Bad debt expense.................................................. 12
Change in current assets.......................................... 0
Change in current liabilities..................................... 31
Other............................................................. (17)
------

Net cash provided by operating activities......................... 278
------

Cash flows from investing activities
Capital expenditures.............................................. (98)
------

Net cash used in investing activities............................. (98)
------

Cash flow from financing activities
Retirement of long-term debt...................................... (2)
Capital distributions............................................. (203)
Change in due from general partner................................ 25
------

Net cash used in financing activities............................. (180)
------

Net increase in cash and cash equivalents............................... -
Cash and cash equivalents, beginning of period.......................... -
------
Cash and cash equivalents, end of period................................ $ -
------

The accompanying notes are an integral part of these financial statements.

F-73
<PAGE>

Notes to Combined Financial Statements

1. Organization and Nature of Business

The accompanying financial statements present the combined financial
statements of Chicago SMSA Limited Partnership ("Chicago SMSA"), CyberTel
Cellular Telephone Company ("CCTC"), CyberTel RSA Cellular Limited Partnership
("CyberTel RSA"), and Illinois SMSA Limited Partnership ("Illinois SMSA"),
collectively, the "Partnerships."

The Partnerships provide cellular services for different regions within
the United States. Chicago SMSA provides analog and digital cellular service in
the Chicago, Illinois and Gary, Indiana metropolitan areas. CCTC provides
analog and digital cellular service in the St. Louis metropolitan area and
various rural portions of Missouri. CyberTel RSA provides cellular service in
the Columbia metropolitan area and various rural portions of Missouri. Illinois
SMSA provides analog and digital cellular service in the Springfield,
Champaign-Urbana, Bloomington- Normal, Decatur and Danville-Matton metropolitan
areas. In addition to providing local cellular service, the Partnerships
purchase long distance services from Ameritech Communications, Inc., and resell
these services to their cellular customers.

The partners of Chicago SMSA are Ameritech Mobile Phone Service of
Chicago, Inc. ("AMPSC"), a wholly-owned subsidiary of Ameritech Mobile
Communications, Inc. ("AMCI"), which is wholly owned by Ameritech Corporation
("Ameritech"); and ALLTEL Communications, Inc. ("ALLTEL").

The partners' ownership percentages in Chicago SMSA were as follows as of
September 30, 1999:

AMPSC general interest......................... 40.0%
AMPSC limited interest......................... 55.0%
ALLTEL limited interest........................ 5.0%

The partners of CCTC are CyberTel Corporation and Gensub, Inc. ("Gensub"),
wholly-owned subsidiaries of CyberTel Financial Corporation, which is
wholly-owned by AMCI and Cellular Mobile Systems of Missouri, Inc. ("Cellular
Mobile").

The partners' ownership percentages in CCTC were as follows as of
September 30, 1999:

CyberTel Corporation........................... 77.5%
Cellular Mobile................................ 15.0%
Gensub......................................... 7.5%

The partners of CyberTel RSA are CyberTel Corporation and CyberTel
Cellular Management Company ("CTMC"), a wholly-owned subsidiary of CyberTel
Inc.

The partners' ownership percentages of CyberTel RSA were as follows as of
September 30, 1999:

CyberTel Corporation........................... 50.5%
CyberTel Cellular Management Company........... 49.5%

The partners of Illinois SMSA are Ameritech Mobile Phone Service of
Illinois, Inc. (AMPSI or General Partner), a wholly-owned subsidiary of AMCI;
AMCI; U.S. West New Vector Group, Inc. (New Vector); and Midwest Cellular
Associates (Midwest).

The partners' ownership percentages of Illinois SMSA were as follows as of
September 30, 1999:

AMPSI general interest......................... 46.364%
AMCI limited interest.......................... 13.636%
New Vector limited interest.................... 12.647%
Midwest limited interest....................... 27.353%

F-74
<PAGE>

Illinois SMSA has a 61.36% controlling interest in Illinois RSA 6&7
Limited Partnership (RSA 6&7). Chicago SMSA and Illinois SMSA each own a 20
percent interest in the Illinois Valley Cellular RSA 2-III Partnership. This
partnership was formed to fund, establish and provide cellular service within a
portion of the Illinois RSA 2 Cellular Geographic Service Area.

On April 1999, GTE Corporation ("GTE") announced that it, along with
Georgetown Partners, a private investment firm, had agreed to acquire Ameritech
Corporation's interests in the Chicago, St. Louis and Central Illinois cellular
properties for $3.27 billion in cash. In October 1999, SBC Communications, Inc.
(SBC) acquired Ameritech and GTE subsequently completed the acquisition of
these properties. The unit formed by these operations is 92.725% owned by GTE
and 7.275% owned by Davenport, a Partnership wholly owned by Georgetown
Partners.

2. Summary of Significant Accounting Policies

Basis of presentation

The Partnerships prepare their financial statements in accordance with
accounting principles generally accepted in the United States which require
that management make estimates and assumptions that affect reported amounts.
Actual results could differ from these estimates.

Principles of combination

The accompanying financial statements present the combined results of
operations of the Partnerships for the nine months ended September 30, 1999.
All significant intercompany balances and transactions have been eliminated in
combination.

Revenue recognition

The Partnerships earn service revenues primarily by providing access to
the cellular network (access revenue) and for usage of the cellular network
(airtime and toll revenues). Access revenues are recognized when earned.
Airtime (including roaming) and toll revenues are recognized when the services
are rendered. Other service revenues are recognized after services are
performed or rendered and include custom calling feature and other revenues.
Equipment sales are recognized upon delivery of the equipment to the customer.
Other revenues include landline call termination revenues and paging revenues,
which are recognized when services are rendered, and Universal Service Fund
billings that are collected from the customer and remitted to the appropriate
authority.

Operating expenses

Operating expenses include expenses incurred directly by the Partnerships,
as well as an allocation of administrative expenses and other costs incurred by
the general partners. Refer to Note 5 for additional discussion of allocated
and affiliated expenses.

Advertising costs

The Partnerships expense the cost of advertising as incurred. Advertising
expense was $29.5 million for the nine months ended September 30, 1999.

Due from general partner

Pursuant to the terms of the partnership agreements, the General Partner
is reimbursed by the Partnerships for any reasonable and necessary expenses, as
defined in these agreements, incurred by the general partner or its affiliates
on behalf of the partnerships. See Note 5 for further discussion.

F-75
<PAGE>

The receivable from the general partner represents cumulative net balance
of amounts owed by the general partner. Interest is earned on the average
monthly receivable balance at the federal funds rate plus .5% (which ranged
from 5.05% to 5.67%).

Income taxes

According to the Internal Revenue Code and applicable state statutes,
income and expenses are not separately taxable to the Partnerships, but rather
accrue directly to the partners. Accordingly, no provision for income taxes is
made in the accompanying financial statements.

Inventories

Inventories include cellular telephone equipment and are stated at the
lower of cost or market, with cost determined on a first-in, first-out basis.

Property and equipment

Property and equipment are recorded at cost. The Partnerships record
depreciation using the straight-line method over the estimated useful lives of
the assets, which are primarily 15 years for buildings and towers, three to ten
years for cell and switching equipment, and three to ten years for furniture
and fixtures and other equipment. When property is retired, the cost of the
property and the related accumulated depreciation are removed from the balance
sheet and any gain or loss on the transaction is included in income.

Assets under construction represent costs incurred for the
construction of cell sites and includes network engineering and capitalized
interest. When these assets are placed in service, the costs are recorded to
the appropriate property and equipment accounts and depreciation begins.
Depreciation expense for the nine months ended September 30, 1999 was $66.8
million.

Deferred charges and other assets, net

Deferred charges primarily includes the unamortized costs of phone
equipment used as part of a sales promotion effort. The promotion allows the
customer either limited free service or free or discounted phone equipment in
exchange for a one to three year contract. For those customers choosing the
phone equipment discount option, the discount is deferred and amortized over
the length of the customers' service contracts.

Other assets, net, consists of the long-term portion of deferred charges,
intangibles associated with certain acquisitions, and the investments in
Illinois RSA-2. The intangibles are being amortized over 5-40 years. The
investments are being accounted for under the equity method.

Long-lived assets

The Partnerships periodically review the values assigned to long-lived
assets such as intangibles, deferred charges, and property and equipment, to
determine whether any impairments exist that are other than temporary.
Management believes that the long-lived assets in the accompanying balance
sheet are appropriately valued.

Credit risk

The Partnerships' accounts receivable subject the Partnerships to credit
risk, as collateral is generally not required. The Partnerships' risk of loss
is limited due to advance billings to certain customers for services and the
ability to terminate access on delinquent accounts. The concentration of credit
risk is mitigated by the large number of customers comprising the customer
base. The carrying amount of the Partnerships' receivables approximates their
fair value.

F-76
<PAGE>

Sources of supplies

The Partnerships rely on local and long-distance telephone companies and
other companies to provide certain communication services. Although management
feels alternative telecommunications facilities could be found in a timely
manner, any disruption of these services could potentially have an adverse
effect on operating results.

Although the Partnerships attempt to maintain multiple vendors for each
required product, its inventory and equipment, which are important components
of its operations, are each currently acquired from only a few sources. If the
suppliers are unable to meet the Partnerships' needs as it builds out its
network infrastructure and sells service and equipment, delays and increased
costs in the expansion of the Partnerships' network infrastructure or losses of
potential customers could result, which would adversely affect operating
results.

3. Commitments and Contingencies

Leases

The Partnerships lease certain facilities and equipment used in operations
under long-term operating leases. These leases have options for renewal with
provisions for increased rent upon renewal. Rent expense for the nine months
ended September 30, 1999 was $9.4 million and is included in sales and
marketing costs, operation support costs, network costs, and general and
administrative costs in the accompanying statement of operations.

As of September 30, 1999, future minimum lease payments under
noncancellable operating leases with initial or remaining periods in excess of
one year were as follows (in millions):

2000............................................... $13
2001............................................... 12
2002............................................... 10
2003............................................... 9
2004............................................... 8
Thereafter......................................... 21
---
Total.............................................. $72
===

Contingencies

The Company is subject to several proceedings, including class actions,
arising out of the conduct of its business. These proceedings primarily involve
commercial transactions, including unfair trade practices and include:

Ameritech Corporation and Ameritech Mobile Communications, Inc.,
Plaintiff/Counter-defendants v. Computer Systems Solutions, Inc.,
Defendant/Counter-plaintiff, Case No. 97 C 7932, United States District Court,
Northern District of Illinois.

Bradley S. Joiner, et al v. Ameritech Mobile Communications,
Inc. Case No. 96-L-121, Circuit Court for the Third Judicial Circuit, Madison
County, Illinois.

Judith Bobalik, Terrance Purcell, Howard Jongsma, Paul and Debra Haynes v.
Ameritech Mobile Communications, Inc. and Village of Chicago Heights, Case No.
96 CH 4130, Circuit Court, Cook County, Illinois.

Wendy Marshall on behalf of herself and all others similarly situated v.
Ameritech Mobile Communications, Inc., Case No. 97-L-141, Circuit Court for the
Third Judicial Circuit, Madison County, Illinois.

The ultimate outcomes of the preceding litigation cannot be determined at
the present time. Accordingly, no provision for any liability that might result
from these matters has been made in the accompanying financial statements.

F-77
<PAGE>

The Partnerships are subject to litigation related to matters arising in
the normal course of business. The Partnerships are not aware of any other
asserted or pending claims that could potentially have a material adverse
effect on the Partnerships' financial position, cash flows or results of
operations.

4. Related-Party Transactions

All transactions of the Partnerships are authorized by the general
partners. Many management and administrative services are performed by
Ameritech Mobile Communications, Inc.. Services provided to the Partnerships
include support in major functional areas such as accounting, information and
cash management, human resources, legal, marketing, billing, and technology
planning. Costs attributable to these support functions are included in sales
and marketing, operations support, network, and general and administrative
costs in the accompanying statement of operations. These costs, along with
services provided by the general partners, are allocated to the Partnerships
based on various factors which are modified periodically to more closely align
costs with services received. The costs for such expenses were approximately
$89.2 million.

The general partner either advances funds to or borrows funds from the
Partnerships. Funds advanced to the Partnerships are used to cover construction
and working capital requirements. The advances and borrowings are netted and
are reflected in due from general partner in the accompanying balance sheet.
Interest is calculated on this balance as described in Note 2.

The subsidiary partnerships purchase facility and long-distance services
from Ameritech subsidiaries. The costs of such expenses were not material for
the period presented.

F-78

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

<TABLE>
<S> <C>
Amount
To Be Paid
----------
Registration fee........................... $1,320,000
NASD Filing fee............................ 30,500
Stock exchange listing fees................ *
Transfer agent's fees...................... *
Printing and engraving expenses............ *
Legal fees and expenses.................... *
Accounting fees and expenses............... *
Blue Sky fees and expenses................. *
Miscellaneous.............................. *
----------
Total.................................... $ *
==========
</TABLE>

----------------------------------
* To be filed by amendment.

Each of the amounts set forth above, other than the Registration fee and
the NASD filing fee, is an estimate.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Section 10.1 of the Registrant's Bylaws provides for indemnification by the
Registrant of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Certificate of Incorporation
provides for such limitation of liability.

The Registrant expects to maintain standard policies of insurance under
which coverage is provided (a) to its directors and officers against loss rising
from claims made by reason of breach of duty or other wrongful act, and (b) to
the Registrant with respect to payments which may be made by the Registrant to
such officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.

The proposed forms of Underwriting Agreement filed as Exhibit 1 to this
Registration Statement provide for indemnification of directors and officers of
the Registrant by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Since August 1997, the Registrant has sold the following securities without
registration under the Securities Act of 1933:

II-1

<PAGE>

1. In connection with the offering, we will issue shares of our Class B and
Class C common stock to Verizon Communications and Vodafone that will be issued
in reliance upon the exemption provided by Section 4(2) of the Securities Act in
exchange for partnership interests on a one-to-one exchange basis

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration
Statement:

Exhibit
Number Description
------ -----------
1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation*
3.2 By-Laws*
4.1 Form of Common Stock Certificate*
4.2 Credit Agreement dated as of April 3, 1999 among Cellco Partnership,
the lenders party thereto and The Chase Manhattan Bank and Citibank,
N.A., as co-administrative agents
5 Opinion of Davis Polk & Wardwell*
10.1 U.S. Wireless Alliance Agreement dated September 21, 1999
(incorporated by reference to Bell Atlantic Corporation Form 10-Q for
quarter ended September 30, 1999)
10.2 Amendment to U.S. Wireless Alliance Agreement dated as of April 3,
2000
10.3 Amended and Restated Cellco Partnership Agreement dated as of April
3, 2000
10.3.1 Second Amended and Restated Cellco Partnership Agreement*
10.4 Investment Agreement dated as of April 3, 2000 among Vodafone
AirTouch Plc, Bell Atlantic Corporation and Cellco Partnership
10.5 Settlement Strategy Agreement dated as of September 21, 1999 by and
between Vodafone AirTouch and Bell Atlantic Corporation
10.6 Amendment to Settlement Strategy Agreement dated as of April 3, 2000
10.7 Form of Indemnity Agreement related to dispositions of conflicted
systems
10.8 Secondment Agreement among Vodafone AirTouch, Bell Atlantic
Corporation and Cellco Partnership
10.9 Trademark and Domain Name License Agreement dated as of April 3, 2000
between AirTouch Communications, Inc. and Cellco Partnership*
10.10 Software Assignment and License Agreement dated as of April 3, 2000
between AirTouch Communications, Inc. and Cellco Partnership*
10.11 Intellectual Property Assignment dated as of April 3, 2000 between
AirTouch Communications, Inc. and Cellco Partnership*
10.12 Patent License Agreement dated as of April 3, 2000 between AirTouch
Communications, Inc. and Cellco Partnership*
10.13 Transition Services Agreement dated as of April 3, 2000 between
Vodafone AirTouch and Cellco Partnership
10.14 Patent License Agreement dated as of April 3, 2000 between Bell
Atlantic Cellular Holdings, L.P. and NYNEX PCS Inc. (collectively,
"Licensors"), and Cellco Partnership*
10.15 Trademark and Domain License Agreement dated as of April 3, 2000
between Licensors and Cellco Partnership*
10.16 Trademark and Domain License Agreement dated as of April 3, 2000
between Licensors and Cellco Partnership*
10.17 Trademark and Domain License Agreement dated as of April 3, 2000
between Licensors and Cellco Partnership*
10.18 Trademark and Domain Name License Agreement dated as of April 3, 2000
between AirTouch Communications, Inc. and Cellco Partnership*
10.19 [Reserved]
10.20 Bell Atlantic Senior Management Income Deferral Plan (incorporated by
reference to Bell Atlantic Corporation Form 10-K for the year ended
December 31, 1999)
10.21 Bell Atlantic NYNEX Mobile Executive Transition Retirement Plan*
10.22 AirTouch Communications, Inc. Deferred Compensation Plan*

II-2

<PAGE>
Exhibit
Number Description
------ -----------

10.23 Employment contract between Dennis Strigl and Verizon Communications*
10.24 Employment contract between Edward Langston and Vodafone Group Plc*
10.25 Employment contract between Lowell McAdam and Verizon Wireless*
10.26 Employment contract between Richard Lynch and Verizon Wireless*
10.27 Employment contract between S. Mark Tuller and Verizon Wireless*
10.28 Stock Purchase Agreement among Ameritech Mobile Communications, Inc.,
Cybertel Financial Corporation, GTE Consumer Services Incorporated
and GTE Corporation dated as of April 2, 1999*
10.29 Stock Purchase Agreement among Amertech Mobile Communications, Inc.,
GTE Consumer Services Incorporated and GTE Corporation dated as of
April 2, 1999*
10.30 Verizon Wireless 2000 Long-Term Incentive Plan*
21 Subsidiaries of the Registrant*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Davis Polk & Wardwell (included in Exhibit 5)
24.1 Power of Attorney (included on signature page)
27.1 Financial Data Schedule

------------------------
* To be filed by amendment

(b) No financial statement schedules are required to be filed as part of
this Registration Statement.

Item 17. Undertakings

The undersigned hereby undertakes:

(a) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referenced in Item 14 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereunder,
the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to

II-3

<PAGE>

the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Bedminster, State of
New Jersey, on the 16th day of August, 2000.

Verizon Wireless Inc.

By /s/ Dennis F. Strigl
-----------------------
Name: Dennis F. Strigl
Title:

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dennis F. Strigl
--------------------
Dennis F. Strigl Director and Principal Executive Officer August 16, 2000

/s/ Edward Langston
-------------------
Edward Langston Principal Financial and Accounting
Officer August 16, 2000

</TABLE>

II-4

<PAGE>

EXHIBIT INDEX

II-5

<PAGE>
Exhibit
Number Description
------ -----------

10.28 Stock Purchase Agreement among Ameritech Mobile Communications, Inc.,
Cybertel Financial Corporation, GTE Consumer Services Incorporated
and GTE Corporation dated as of April 2, 1999*
10.29 Stock Purchase Agreement among Amertech Mobile Communications, Inc.,
GTE Consumer Services Incorporated and GTE Corporation dated as of
April 2, 1999*
10.30 Verizon Wireless 2000 Long-Term Incentive Plan*
21 Subsidiaries of the Registrant*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Davis Polk & Wardwell (included in Exhibit 5)
24.1 Power of Attorney (included on signature page)
27.1 Financial Data Schedule

------------------------
* To be filed by amendment

II-6