00-13 (2)
.
.
.
RESOLUTION NO. 00-13
A RESOLUTION OF THE CITY OF CLEARWATER,
FLORIDA, APPROVING THE PROPOSED GTE
CORPORATION-BELL ATLANTIC CORPORATION
MERGER; PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to Ordinance 6046-96 adopted June 20, 1996, the City of
Clearwater has a cable franchise with GTE Media Ventures Incorporated, which is a
wholly owned subsidiary of GTE Corporation; and
WHEREAS, on December 13, 1999, GTE Corporation submitted documents to
the City of Clearwater requesting approval of its proposed merger with Bell Atlantic
Corporation; and
WHEREAS, in accordance with Section 14(b) of the cable franchise ordinance,
GTE Corporation is requesting approval of the change or transfer in control of the
company; now, therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF CLEARWATER, FLORIDA:
Section 1. Pursuant to Section 14(b) of Cable Franchise Ordinance 6046-96
with GTE Media Ventures Incorporated, the City of Clearwater hereby approves the
proposed merger of GTE Corporation and Bell Atlantic Corporation. The merger
approval request and applicable Federal Communications Commission application
documentation is attached to this resolution as Exhibit A and is available for inspection
upon request in the City Clerk Department. This approval is conditioned upon the
waiver by GTE Media Ventures, Inc., for itself and its transferees/assigns, of the
provisions of Section 14(A) and (B) of Ordinance 6046-96.
Section 2. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 6th day of April
,2000.
Johnson
Approved as to form:
Jj
Pamela K. Akin, City Attorney
Attest:
Resolution No. 00-13
.
.
.
..
To the Commission of the City of Clearwater, Florida:
As you know, on December 13, 1999, GTE Media Ventures Incorporated filed an Application
seeking consent for the change of control arising from the merger between its parent, GTE
Corporation and the Bell Atlantic Corporation. As a result of discussions between
representatives of the City and GTE Media Ventures pertaining to the Application, it has become
apparent that the City has a concern that any possible future transfer or assignment of the GTE
Media Ventures Franchise Agreement to an affiliate may negatively impact the continued
operation of the franchise. This concern is heightened because Sections 14(A) and (B) of
Ordinance No. 6046-96 do not require GTE Media Ventures to acquire prior consent from the
City if the franchise or control is transferred to affiliates wholly owned by GTE Corporation. In
view of that concern, the representatives have reached the following agreement, namely, in
consideration for adoption by the Commission of the City of Clearwater, Florida, of Resolution
# 00-13 GTE Media Ventures Incorporated agrees to waive for itself and its transferees/assigns,
the provisions of Sections 14(A) and (B) of Ordinance No. 6046-96.
GTE MEDIA VENTURES INCORPORATED
na Marie Moran
ce President/General Manager
Video Services
~~ :z. 0 d1. () ()o
Date /
..
.
.
.
Robert J. Hayes
Municipal Affairs Manager
(]ii3
GTE Service
Corporation
-tam--
600 Hidden Ridge, HQE01 H15- Irving,
Irving, TX 75038
(972)-718-6648
Fax: (972)-719-1592
January 20, 2000
Mr. Michael J. Roberto
City Manager
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
Subject: GTE/Bell Atlantic Merger Approval Application
Dear Mr. Roberto,
Due to a clerical oversight, Pinellas County was inadvertently mentioned in the
cover letter accompanying the City of Clearwater FCC Form 394 filing. Therefore,
please replace the previous cover letter with the attached correction.
I sincerely apologize for any inconvenience or confusion this may have caused.
Please call me at 972-718-6648 so we may discuss this application in greater detail
and I will be glad to respond to any questions or concerns.
Sincerely,
W4~
Robert J. Hayes
"
.
.
.
Robert J. Hayes
Municipal Affairs Manager
em
GTE Service
Corporation
600 Hidden Ridge, HQE01 H15- Irving,
Irving, TX 75038
(972)-718-6648
Fax: (972)-719-1592
December 13, 1999
Mr. Michael J. Roberto
City Manager
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
Subject: GTE/Bell Atlantic Merger Approval Application
Dear Mr. Roberto,
As you are likely aware, GTE Corporation is in the process of merging with Bell
Atlantic Corporation. GTE Media Ventures Incorporated ("GTEMV" or the "Company")
is a wholly owned subsidiary of GTE Corporation. Under Section 14(b) of the existing
Franchise Agreement, GTEMV must seek consent of the City for a change or transfer
in control of the Company. For the reasons set forth below and to the extent required,
GTEMV and Bell Atlantic Corporation hereby request the City of Clearwater's consent
for the transfer of control of GTE Media Ventures Incorporated's City of Clearwater
cable television franchiise to Bell Atlantic Corporation.
Bell Atlantic Corporation and GTE Corporation signed an Agreement and Plan of
Merger dated July 27', 1998. Although the corporate structure of this merger will
result in GTE Corporaltion becoming a subsidiary of Bell Atlantic Corporation, this is
a "merger of equals" through which the two corporations will jointly share
management of the companies and their subsidiaries. When the merger is
completed, GTE Media Ventures Incorporated will remain as a wholly owned
subsidiary of GTE Corporation and will continue to hold the cable franchise. Thus,
there will be no assignment of the franchise as a result of the merger. Rather, Bell
Atlantic, as the parent of GTE Corporation, will have indirectly acquired control of
GTE Corporation's subsidiaries, including GTE Media Ventures Incorporated.
GTEMV offers this explanation to clarify the designation of' GTEMV as
"transferor/assignor" and Bell Atlantic as "transferee/assignee" in this application.
Enclosed are an original and two copies of Federal Communications Commission
("FCC") Form 394, "Application for Franchise Authority Consent to Assignment or
:I
.
December 13, 1999
Page 2
Transfer of Control of Cable Television Franchise", which consists of the following
sections:
I. General Information: Transferor/Assignor (Part I); Transferee/Assignee (Part II)
II. Transferee's/Assignee's Legal Qualifications
III. Transferee's/Assignee's Financial Qualifications
IV. Transferee's/Assignee's Technical Qualifications
V. Certification: Transferor/Assignor (Part I); Transferee/Assignee (Part II)
GTEMV submits that the information contained within the Form 394 establishes that
Bell Atlantic Corporation, as the transferee/assignee, satisfies the requisite legal,
technical and financial qualifications. Accordingly, GTEMV believes that to the extent
consent is required, it should be granted.
.
We recognize that under Section 617{e) of the Cable Television Consumer Protection
and Competition Act of 1992 (47 U.S.C.A. 9537), the franchise authority shall have up
to 120 days from the date of filing of this form, complete with all exhibits and any
information required by the franchise agreement or applicable state or local law, to act
upon such request. If the franchise authority fails to render a final decision on such
request within 120 days, such request shall be deemed granted unless the requesting
party and the franchise authority agree to an extension of time. However, the merger
is expected to close by the end of January, 2000, subject to approval by the Federal
Communications Commission. Accordingly, we would appreciate prompt approval
of the enclosed. Should the merger be delayed, we will promptly so notify you.
GTE Media Ventures Incorporated and Bell Atlantic Corporation look forward to
working with you in the future to answer any questions you may have related to this
application or the proposed merger.
Please call me at 972-718-6648 so we may discuss this application in greater detail
and I will be glad to respond to any questions or concerns.
SiilM. ~
Robert J. Hayes
.
.
am
GTE Service
Corporation
December 13, 1999
Reply To
600 Hidden Ridge
MC: HQE01 H15
Irving, TX 75038-3811
Mr. Michael J. Roberto
City Manager
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
Subject: GTE/Bell Atlantic Merger Approval Application
Dear Mr. Roberto:
.
As you are likely aware, GTE Corporation is in the process of merging with Bell
Atlantic Corporation. GTE Media Ventures Incorporated ("GTEMV" or the "Company")
is a wholly owned subsidiary of GTE Corporation. Under Section 14{b) of the existing
Franchise Agreement, GTEMV must seek consent of the County for a change or
transfer in control of the Company. For the reasons set forth below and to the extent
required, GTEMV and Bell Atlantic Corporation hereby request Pinellas County's
consent for the transfer of control of GTE Media Ventures Incorporated's Pinellas
County cable television franchise to Bell Atlantic Corporation.
Bell Atlantic Corporation and GTE Corporation signed an Agreement and Plan of
Merger dated July 27, 1998. Although the corporate structure of this merger will
result in GTE Corporation becoming a subsidiary of Bell Atlantic Corporation, this is
a "merger of equals" through which the two corporations will jointly share
management of the companies and their subsidiaries. When the merger is
completed, GTE Media Ventures Incorporated will remain as a wholly owned
subsidiary of GTE Corporation and will continue to hold the cable franchise. Thus,
there will be no assignment of the franchise as a result of the merger. Rather, Bell
Atlantic, as the parent of GTE Corporation, will have indirectly acquired control of
GTE Corporation's subsidiaries, including GTE Media Ventures Incorporated.
GTEMV offers this explanation to clarify the designation of GTEMV as
"transferor/assignor" and Bell Atlantic as "transferee/assignee" in this application.
Enclosed are an original and two copies of Federal Communications Commission
("FCC") Form 394, "Application for Franchise Authority Consent to Assignment or
Transfer of Control of Cable Television Franchise", which consists of the following
sections:
~-.
I. General Information: Transferor/Assignor (Part I); Transferee/Assignee (Part II)
II. Transferee's/Assignee's Legal Qualifications
.
Mr. Michael J. Roberto
December 13, 1999
Page Two -
III. Transferee's/Assignee's Financial Qualifications
IV. Transferee's/Assignee's Technical Qualifications
V. Certification: Transferor/Assignor (Part I); Transferee/Assignee (Part II)
GTEMV submits that the information contained within the Form 394 establishes that
Bell Atlantic Corporation, as the transferee/assignee, satisfies the requisite legal,
technical and financial qualifications. Accordingly, GTEMV believes that to the extent
consent is required, it should be granted.
We recognize that under Section 617(e) of the Cable Television Consumer Protection
and Competition Act of 1992 (47 U.S.C.A. 9537), the franchise authority shall have up
to 120 days from the date of filing of this form, complete with all exhibits and any
information required by the franchise agreement or applicable state or local law, to act
upon such request. If the franchise authority fails to render a final decision on such
request within 120 days, such request shall be deemed granted unless the requesting
party and the franchise authority agree to an extension of time. However, the merger
is expected to close by the end of January, 2000, subject to approval by the Federal
Communications Commission. Accordingly, we would appreciate prompt approval of
the enclosed. Should the merger be delayed, we will promptly so notify you.
-.
GTE Media Ventures Incorporated and Bell Atlantic Corporation look forward to
working with you in the future to answer any questions you may have related to this
application or the proposed merger.
Please call me at 972/718-6648 so we may discuss this application in greater detail
and I will be glad to respond to any questions or concerns.
Sincerely,
;UJd~
Robert J. Hayes
Municipal Affairs Manager
Attachments
.
Federal Communications Commission
Washington, DC 20554
FCC 394
Approved by OMB
3060-0573
.
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONLY
SECTION I. GENERAL INFORMATION
DATE
12/13/99
1. Community Unit Identification Number:
FL1192
2, Application for:
D Assignment of Franchise
[!] Transfer of Control
3, Franchising Authority: City of Clearwater, Florida
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
City of Clearwater, Florida
5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on
which service was provided to the first subscriber in the franchise area: 04/02/96
6. Proposed effective date of closing of the transaction assigning or transferring ownership of the 01/31/00
system to transferee/assignee: Contingent on FCC approval
Exhibit No,
.
7, Attach as an Exhibit a schedule of any and all additional information or material filed with this
application that is identified in the franchise as required to be provided to the franchising
authority when requesting its approval of the type of transaction that is the subject of this
application.
1
PART I - TRANSFEROR/ASSIGNOR
1. Indicate the name, mailing address, and telephone number of the transferor/assignor.
Legal name of Transferor/Assignor (if individual, list last name first)
GTE Media Ventures Incorporated (a subsidiary of GTE Corporation)
Assumed name used for doing business (if any)
GTE Media Ventures Incorporated
Mailing street address or P,O. Box
100 East Royal Lane, Suite 300, Mailcode HQJ03C95
City State ZIP Code Telephone No. (include area code)
Irving TX 75039 972-465-5310
Exhibit No.
2
2,(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or
transfer of control (including any exhibits or schedules thereto necessary in order to understand the
terms thereof). If there is only an oral agreement, reduce the terms to writing and attach.
(Confidential trade, business, pricing or marketing information, or other information not otherwise
publicly available, may be redacted).
.
(b) Does the contract submitted in response to (a) above embody the full and complete agreement
between the transferor/assignor and the transferee/assignee?
~ Yes D No
If No, explain in an Exhibit.
Exhibit No.
N/A
FCC 394 (Page 1)
September 1996
PART II - TRANSFEREE/ASSIGNEE
.
1.(a) Indicate the name, mailing address, and telephone number of the transferee/assignee.
Legal name of Transferee/Assignee (if individual, list last name first)
Bell Atlantic Corporation
Assumed name used for doing business (if any)
Bell Atlantic Corporation
Mailing street address or P.O. Box
1095 Avenue of the Americas
City I State IZIP Code I Telephone No. (include area code)
New York NY 10036 212-395-2121
(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.
Name of contact person (list last name first)
Robert J. Hayes
Firm or company name (if any)
GTE Service Corporation
Mailing street address or P.O. Box
600 Hidden Ridge Mailcode HQE01H15
City 1 State IZIP Code I, Telephone No. (include area code)
Irving TX 75038 972-718-6648
..
(c) Attach as an Exhibit the name, mailing address"and telephone number of each additional person who
should be contacted, if any,
Exhibit No,
3
(d) Indicate the address where the system's records will be maintained.
Street address
3001 Gandy Boulevard
City
Pinellas Park
I State
FL
IZIP Code
33782
2, Indicate on an attached exhibit any plans to change the current terms and conditions of service and
operations of the system as a consequence of the transaction for which approval is sought.
Exhibit No.
4
.
FCC 394 (Page 2)
September 1996
. SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
[K] Corporation
a. Jurisdiction of incorporation: d. Name and address of registered agent in
State of Delaware jurisdiction:
b. Date of incorporation: Corporation Trust Company
1 0/07/83 1209 Orange Street
c. For profit or not-for-profit: Wilmington, DE 19809
Profit
D Limited Partnership
a. Jurisdiction in which formed: c. Name and address of registered agent in
/\//.6. jurisdiction:
b. Date of formation:
N/A N/A
o General Partnership a. Jurisdiction whose laws govern formation:
N/A
b. Date of formation:
N/A
D Individual
D Other. Describe in an Exhibit.
Exhibit No,
N/A
.2.
List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders
beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity
interest of more than 5%, Use only one column for each individual or entity. Attach additional pages if necessary, (Read
carefully - the lettered items below refer to corresponding lines in the following table,)
(a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show
name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the
applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners,
(b) Citizenship.
(c) Relationship to the transferee/assignee (e.g., officer, director, etc.).
(d) Number of shares or nature of partnersihp interest. Exhibit No,
(e) Number of votes. 5
(f) Percentage of votes.
.
(a) Bell Atlantic Corporation See Exhibit 5 See Exhibit 5
(b) USA See Exhibit 5 See Exhibit 5
(c) Transferee See Exhibit 5 See Exhibit 5
N/A N/A N/A
(d)
N/A N/A N/A
(e)
N/A N/A N/A
(f)
FCC 394 (Page 3)
September 1996
Has an adverse finding been made or an adverse final action been taken by any court or
administrative body with respect to the transferee/assignee in a civil, criminal or administrative
proceeding, brought under the provisions of any law or regulation related to the following: any
felony; revocation, suspension or involuntary transfer of any authorization (including cable
franchises) to provide video programming services; mass media related antitrust or unfair
competition; fraudulent statements to another government unit; or employment discrimination?
If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved,
including an identification of any court or administrative body and any proceeding (by dates and file
numbers, if applicable), and the disposition of such proceeding,
Are there any documents, instruments, contracts or understandings relating to ownership or future DYes /]] No
ownership rights with respect to any attributable interest as described in Question 2 (including, but
not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants,
debentures)?
If Yes, provide particulars in an Exhibit.
Do documents, instruments, agreements or understandings for the pledge of stock of the D Yes ~ No
transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights
will remain with the applicant, even in the event of default on the obligation; (b) in the event of
default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any
ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the
franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of
the franchise agreement will be obtained?
If No, attach as an Exhibit a full explanation.
.
Federal Communications Commission Approved By OMB
Washington, DC 20554 3060-0573
3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the
laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system
operates?
If the answer is No, explain in an Exhibit.
4,
Has the transferee/assignee had any interest in or in connection with an applicant which has been
dismissed or denied by any franchise authority?
If the answer is Yes, describe circumstances in an Exhibit.
5.
6.
.7.
SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1,
The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from
committed resources to consummate the transaction and operate the facilities for three months.
Attach as an Exhibit the most recent financial statements, prepared in accordance with generally
accepted accounting principals, including a balance sheet and income statement for at least one full
year, forthe transferee/assignee or parent entity that has been prepared in the ordinary course of
business, if any such financial statements are routinely prepared. Such statements, if not otherwise
publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the
franchise authority and its agents to the extent permissible under local law.
2.
SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative account of the transferee'slassignee's technical qualifications, experience
. and expertise regarding cable television systems, including, but not limited to, summary information about
appropriate management personnel that will be involved in the system's management and operations. The
transferee/assignee may, but need not, list a representative sample of cable systems currently or formerly
owned or operated.
FCC 394 (Page 4)
September 1996
DYes 0 No
I
D
Exhibit No.
6
Yes 0 No
I
D
Exhibit No.
N/A
Yes [8J No
Exhibit No.
N/A
Exhibit No,
7
/]] Yes D No
Exhibit No,
8
Exhibit No.
g
.
SECTION V - CERTIFICATIONS
Part I - Transferor/Assignor
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith.
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 12/1 0/99
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name
TITLE 18, SECTION 1001. Pamela S. Jacobson - President GTE Media Ventures
Incorporated
Check appropriate classification:
D Individual D General Partner 0 Corporate Officer D Other. Explain:
(Indicate Title)
Part II - Transferee/Assignee
.
AH the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local
ordinances and related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure
any violations thereof or defaults thereunder presently in effect or ongoing,
.
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith.
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 12/09/99
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S, CODE, Print full name
TITLE 18, SECTION 1001. P. Alan Bulliner
Associate General Counsel and Corporate Sec'y
Check appropriate classification:
D Individual D General Partner 0 Corporate Officer D Other. Explain:
(Indicate Title)
FCC 394 (Page 5)
September 1996
SECTION V - CERTIFICATIONS
. Part I - Transferor/Assignor
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application,
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith,
Signature
12~;/.
~~
Dale
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 12/10/99
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name
TITLE 18, SECTION 1001. Pamela S, Jacobson - President GTE Media Ventures
Incorporated
Check appropriate classification:
D Individual D
General Partner
o
Corporate Officer
(Indicate Tille)
D
Other. Explain:
Part II - Transferee/Assignee
.11 the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits
re a material part hereof and are incorporated herein as if set out in full in the application,
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems,
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local
ordinances and related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure
any violations thereof or defaults thereunder presently in effect or ongoing,
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith.
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 12/09/99
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name
TITLE 18, SECTION 1001, P. Alan Bulliner
Associate General Counsel and Corporate Sec'y
Check appropriate classification:
D Individual D
General Partner
o
Corporate Officer
(Indicate Title)
D
Other. Explain:
FCC 394 (Page 5)
September 1996
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHIBIT 1
(Section 1, Q. 7)
[Attach as an Exhibit a schedule of any and all additional information or material filed
with this application that is identified in the franchise as required to be provided to the
franchising authority when requesting its approval of the type of transaction that is the
subject ofthis application.]
Any specific information required by the franchise for the type of transaction that
is the subject ofthis application has been set forth in the specific answers required by this
Form 394.
..
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHffiIT 2
(Part I, Q. 2a)
[Attach as an Exhibit a copy ofthe contract or agreement that provides for the assignment
or transfer of control (including any exhibits or schedules thereto necessary in order to
understand the terms thereof). If there is only an oral agreement, reduce the terms to
writing and attach. (Confidential trade, business, pricing or marketing information, or
other information not otherwise publicly available, may be redacted).]
.
In this application, Bell Atlantic Corporation is the transferee / assignee and GTE Media
Ventures Incorporated, a subsidiary of GTE Corporation, is the transferor / assignor. Bell
Atlantic Corporation and GTE Corporation signed an Agreement and Plan of Merger
dated July 27, 1998 (a copy of which is included in the attached GTE-Bell Atlantic Joint
Proxy Statement for 1999 Annual Meetings of Shareholders and Prospectus). Although
the corporate structure of this merger will result in GTE Corporation becoming a
subsidiary of Bell Atlantic Corporation, this is a "merger of equals" through which the
two corporations will jointly share management of the companies and their subsidiaries.
When the merger is completed, GTE Media Ventures Incorporated will remain as a
subsidiary of GTE Corporation. Bell Atlantic, as the parent of GTE Corporation, will
have indirectly acquired control of GTE Corporation's subsidiaries, including GTE
Media Ventures Incorporated. The cable franchises held by GTE Media Ventures
Incorporated will continue to be held by it following the merger, and the merger will not
change the management or operations of the franchise.
.
. /.'
, '
, -,~
ffiD
@ Bell Atlantic
JOINT PROXY STATEMENT
for
1999 ANNUAL MEETINGS OF SHAREHOLDERS
and
PROSPECTUS
Vote NOW
, '..'
,. I
FULL DOCUMENT
ON MICROFILM
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHffiIT 3
(part II, Q. 2c)
[Attach as an Exhibit the name, mailing address, and telephone number of each additional
person who should be contacted, if any.]
Bruce Kazee
GTE Media Ventures, Inc.
6665 North MacArthur Blvd.
Irving, TX 75039
972-465-5310
.
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHffiIT 4
(part II, Q. 2)
[Indicate on an attached exhibit any plans to change the current terms and conditions of
service and operations of the system as a consequence of the transaction for which
approval is sought.]
As stated in Exhibit 2, this is a merger of equals among Bell Atlantic Corporation and
GTE Corporation, the ultimate parent corporation of the franchise holder, GTE Media
Ventures Incorporated. The merger will not result in the change of management or
operations of the franchise, and there are no existing plans to change the current terms
and conditions of service and operations of the system as a consequence of the merger. If
any such plans are developed in the future, the merged company will obtain any required
authorization under federal, state or local law prior to their implementation.
.
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHIBIT 5
[Officers and Directors of the Transferee / assignee, Bell Atlantic Corporation]
For additional information, please refer to page III-IS of The GTE-Bell Atlantic Joint
Proxy Statement for 1999 Annual Meetings of Shareholders and Prospectus provided in
Exhibit 2 in response to Part I, Q. 2a).
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
(a) Jacquelyn B. Gates
Vice President - Ethics and Corporate Compliance
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer
(a) William F. Heitmann
Vice President - Treasurer (Acting)
Bell Atlantic Corporation
1 095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer
..
(a) John F. Killian
Vice President - Investor Relations
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
( c) Officer
(a) Patrick F. X. Mulhearn
Vice President - Corporate Communications
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer
.
(a) Donald J. Sacco
Executive Vice President - Human Resources
Bell Atlantic Corporation
1 095 Avenue ofthe Americas
New York, NY 10036
(b) U.S.A.
(c) Officer
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
(a) Frederick V. Salerno
Senior Executive Vice President & Chief Financial Officer /
Strategy & Business Development
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer and Director
(a) Ivan G. Seidenberg
Chairman and Chief Executive Officer
Bell Atlantic Corporation
1 095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer and Director
.
(a) Thomas J. Tauke
Senior Vice President - Government Relations
Bell Atlantic Corporation
1710 H Street, N. W.
Washington, DC 20006
(b) U.S.A.
(c) Officer
(a) Doreen A. Toben
Vice President - Controller
Bell Atlantic Corporation
1 095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer
.
(a) Chester N. Watson
Vice President - Internal Auditing
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
(a) Morrison DeS. Webb
Executive Vice President - External affairs and Corporate Communications
Bell Atlantic Corporation
1 095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
(c) Officer and Director
(a) James R. Young
Executive Vice President and General Counsel
Bell Atlantic Corporation
1 095 Avenue of the Americas
New York, NY 10036
(b) U.S.A.
( c) Officer and Director
.
(a) Lodewijk J. R. de Vink
Chairman, President and Chief Executive Officer
Warner-Lambert Company
201 Tabor Road, 56-2 Administration
Morris Plains, NJ 07950
(b) U.S.A.
(c) Director
(a) James H. Gilliam, Jr., Esq.
Attorney / consultant
Brandywine Plaza
105 Foulk Road, Suite 101
Wilmington, DE 19803
(b) U.S.A.
(c) Director
.
(a) Stanley P. Goldstein
Chairman of the Board, CVS Corporation
Goldstein Associates
244 Gano Street
Providence,Rl 02906
(b) U.S.A.
(c) Director
.
FCC 394
- APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
(a) Helene L. Kaplan
Of Counsel: Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue, Room 2972
New York, NY 10022
(b) U.S.A.
(c) Director
(a) Thomas H. Kean
President, Drew University
36 Madison Avenue, President's Office
Madison, NJ 07940-4005
(b) U.S.A.
( c) Director
.
(a) Elizabeth T. Kennan
President Emeritus, Mount Holyoke College
197 County Road
Ipswich, MA 01938
(b) U.S.A.
(c) Director
(a) John F. Maypole
Managing Partner
Peach State Real Estate Holding Company
157 Lake Drive
Mountain Lakes, NJ 07046
(b) U.S.A.
(c) Director
(a) Joseph Neubauer
Chairman and Chief Executive Officer
ARAMARK Corporation
1101 Market Street, 31 st Floor
Philadelphia, P A 19107
(b) U.S.A.
(c) Director
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
(a) Thomas H. O'Brien
Chairman and Chief Executive Officer, PNC Bank Corp.
249 5th Avenue, 30th Floor
Pittsburgh, PA 15222-2707
(b) U.S.A.
(c) Director
(a) Eckhard Pfeiffer
President and Chief Executive Officer, Compaq Computer Corporation
7 Saddlebrook Lane
Houston, TX 77024
(b) Germany
(c) Director
.
(a) Hugh B. Price
President and Chief Executive Officer, National Urban League
120 Wall Street, 8th Floor
New York, NY 10005
(b) U.S.A.
(c) Director
(a) Rozanne L. Ridgway
Co-Chair, The Atlantic Council of the United States
2695 Marcey Road
Arlington, VA 22207
(b) U.S.A.
( c) Director
(a) Walter V. Shipley
Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017-2070
(b) U.S.A.
( c) Director
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
(a) John R. Stafford
Chairman of the Board, President and Chief Executive Officer
America Home Products Corporation
5 Giralda Farms
Madison, NJ 07940
(b) U.S.A.
(c) Director
..
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHIBIT 6
(Section II, Q. 3)
[If the applicant is a corporation or a limited partnership, is the transferee/assignee
formed under the laws of, or duly qualified to transact business in, the State or other
jurisdiction in which the system operates?]
Bell Atlantic Corporation is not presently qualified to do business in the State of
Florida and does not intend to seek such qualification in conjunction with its merger of
equals with GTE Corporation. GTE Media Ventures, which is qualified to do business in
Florida, will continue following the merger to operate the franchise in accord with all
legal requirements and obligations, and will remain responsible for doing so.
.
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE.Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHIBIT 7
(Section II, Q. 7)
[Do documents, instruments, agreements or understandings for the pledge of stock of the
transferee/assignee, as security for loans or contractual performance, provide that; (a)
voting rights will remain with the applicant, even in the event of default on the
obligation; (b) in the event of default, there will be either a private or public sale of the
stock; and (c) prior to the exercise of any ownership rights by a purchaser at a sale
described in (b), any prior consent ofthe FCC and/or of the franchising authority, if
required pursuant to federal, state or local law or pursuant to the terms of the franchise
agreement will be obtained?]
There are no documents, instruments, agreements, or understandings for the
pledge of stock of the transferee/assignee as security for loans or contractual
performance.
.
.
.
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHIBIT 8
(Section III, Q. 2)
[Attach as an Exhibit the most recent financial statements, prepared in accordance with
generally accepted accounting principals, including a balance sheet and income statement
for at least one full year, for the transferee/assignee or parent entity that have been
prepared in the ordinary course of business, if any such financial statements are routinely
prepared. Such statements, ifnot otherwise publicly available, may be marked
CONFIDENTIAL and will be maintained as confidential by the franchise authority and
its agents to the extent permissible under local law.]
Attached are the Form 10-K for 1998 and the Form 10-Q for the third quarter 1999 filed
with the Securities and Exchange Commission by Bell Atlantic Corporation.
.
.
.
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--
.
United States
Securities and Exchange Commission
Washington, D.C. 20549
(Mark one)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fisazl year ended Decf."!ber 31, 1998 .; .;
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-8606
Bell Atlantic Corporation
(&act name of registrant as specified in its charter)
Delaware
(State of incorporation)
1095 Avenue of the Amerias
New York, New York
(Address of principal executive offices)
23-2259884
(I.R.S. Employer Idmtification No.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.10 par value
Name of each exchange on which registered
New York. Philadelphia, Boston, Chicago and
Pacific Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
10036
(Zip Code)
Registrant's telephone number, including area code:
(212) 395-2121
--
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes JL. No_
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form l()-K._
At January 31, 1999, the aggregate market value of the registrant's voting stock held by nonaffiliates was approximately $93,149,000,000,
At January 31,1999,1,553,258,804 shares of the registrant's Common Stock were outstanding, after deducting 22,987,521 shares held in treasury.
Documents incorporated by reference:
Portions of the registrant's Proxy Statement prepared in connection with the 1999 Annual Meeting of Shareowners (Part III).
.
. .
, "
Table of Contents
ftEM NO.
-
.
PART I
1. Business
2. Properties
3. Legal Proceedings
4. Submission of Matters to a Vote of Seo1rity Holders
Executive Officers of the Registrant
1
10
11
11
11
PART .
5. Market for the Registrant's Common Equity and Related Stockholder Matters 12
6. Selected Financial Data 12
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12
7a. Quantitative and Qualitative Disclosures About Market Risk 12
8. Financial Statements and Supplementary Data 12
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 12
PART 01
10. Directors and Executive Officers of the Registrant
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management
13. Certain Relationships and Related Transactions
12
12
12
12
---.~
PART IV
14. Exh1bits, Financial Statement Schedules, and Reports on Form 8- K
13
Unless otherwise indicated, all information is as of March 29, 1999
.
.
. .7~~" ':~i~
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-,
.
~
Bell Atlantic Corporation was incorporated in 1983 under the laws
of the State of Delaware and completed a merger with NYNEX
Corporation on August 14, 1997. Our principal executive offices are
located at 1095 Avenue of the Americas, New York, NeW York 10036
(telephone number 212-395-2121).
Bell Atlantic is a telecommunications company that operates in a
region stretching from Maine to Virginia. Our principal operating
subsidiaries are: New York Telephone Company, Bell Atlantic - New
Jersey, Inc., Bell Atlantic. Pennsylvania, Inc., New England
Telephone and Telegraph Company, Bell Atlantic - Maryland, Inc.,
Bell Atlantic - Virginia, Inc., Bell Atlantic - West Virginia, Inc., Bell
Atlantic - Delaware, Inc., Bell Atlantic - Washington, D.C., Inc. and
Bell Atlantic Mobile.
We have four reportable segments, which we operate and manage as
strategic business units and we organize by products and services.
Our segments and their principal activities consist of the following:
DomestIc TelKom Domestic wireline telecommunications services _
primarily our nine operating telephone SUbsidiaries that
provide local telephone services from Maine to
Virginia. including voice and data transport. enhanced
and custom calling features. network access. directory
assistance. private lines and public telephones. This
segment also provides customer premises equipment
distribution. systems integration. billing and collec.
tions. and Intemet access services.
Global Wireless Wireless telecommunications services to customers in
24 states in the United States and foreign wireless
investments servicing customers in Latin America.
Europe and the Pacific Rim.
DIrecUIry Domestic and international pUbliShing businesses.
including print directories ancIlntemet-based shopping
guides. as well as wetlsite creation and hosting and
other electronic commerce services. This segment has
operations principally in the United States and Central
Europe.
Other Businesses International wireline telecommunications investments
primarily in Europe and the Pacific Rim and lease
financing and other businesses.
You can find. financial information with respect to our segments in
Note 17 to the consolidated financial statements.
Proposed Bell AtllUItic-GTE Merg.r
Bell Atlantic and GTE Corporation (GTE) have ar.
proposed merger of equals under a definitive merger agre.
as of Tuly 27, 1998. Under the terms of the agreement, GT:
ers will receive 1.22 shares of Bell Atlantic common Sfc
share of GTE common stock that they own. Bell Atlantic,
will continue to own their existing shares after the merger,
We expect the merger to qualify as a pooling of interests, \
that for accounting and financial purposes, the compa
, .treated as if they had always been combined. The compl
"merger is subject to a number of conditions, including ce:
tory approvals, receipt of opinions that the merger will
and the approval of the shareholders of both Bell Atlantic
We believe that the merger will result in significant or
for cost savings, revenue growth, technological devek
other benefits. The combined company will achiev.
through economies of scope and scale. the elimination
tive expenditures and the consistent use of the best prac
Atlantic and GTE in cost control and product offerings.
Based on anticipated revenue and expense synergies, we
the merger will improve earnings per share, excluding me
charges. in the first year following the completion. We e
the merger will also generate significant capital synergies
higher capital efficiency and higher cash flow and margin
the third year following the completion of the merger, we
. annual revenue synergies of approximately 52 billior
from improved market penetration for value-added s
faster development of our data and long distance I
which, at an estimated operating margin of 25%, w
$500 million in incremental operating income;
. annual expense savings of approximately $2 billion, \\
generated from operating and procurement synergit
corporate overheads.. the migration of long distance 1
GTE's network. and greater efficiency in wireless operal
. annual capital synergies of approximately 5500 millie
volume purchasing and the elimination of certain c,
associated with building a data network in our current
We are targeting revenue growth of 8-10~ earning.
growth of 13-15% (excluding merger-related charges) in .
first two years following the completion of the merger. B
year after the completion of the merger, we are targetil
growth in excess of 10% and earnings per share growth i
15% (excluding merger-related charges).
As a result of the merger, the combined company will ir
incremental and transition costs currently estimated at S
to $2.0 billion (pre-tax) in connection with completing tb
tion and integrating the operations of GTE and Bell AtIar
costs consist principally of systems modification costs, co
ated with the elimination and consolidation of duplicate
employee severance and relocation resulting from th,
branding, compensation arrangements, and professional ;
tration fees. While the exact timing, nature and amoun
sts is subject to change, we anticipate that the combined company
11 record a charge of approximately $375 million (pre-tax) for
rect incremental costs in the quarter in which the merger is
mpleted. Transition costs of approximately $1.2 billion to $1.6
Ilion (pre-tax) will be incurred over the three years following
mpletion of the merger.
DmestiC Telecom
'ElATIONS
ur Domestic Telecom segment, primarily comprised of our nine
,erating telephone subsidiaries, provided approximately 81% of
'98 operating revenues. The operating telephone subsidiaries
'esently serve a territory consisting of 31 LATAs, or local access and
ansport areas, and provide mainly two types of telecommunica-
)ns services: exchange telecommunications and exchange access.
Exchange telecommunications service is the transmission of
telecommunications among customers located within a local call-
ing area within a LATA. Examples of exchange telecommunica-
tions services include switched local residential and business
services, local private line voice and data services, and Centrex
services. We also provide toll services within a LATA, including
Wide Area Telecommunications Service and intraLATA toll (long
distance) service.
Exchange access service links a customer's premises and the trans-
mission facilities of other telecommunications carriers, generally
interLATA (long distance) carriers. Examples of exchange access
services include switched access and special access services.
Ie have organized our Domestic Telecom segment into business
nits operating across our telephone subsidiaries. The business units
ICUS on specific market segments. We are not dependent on any
ngle customer. The telephone subsidiaries remain responsible
'ithin their respective service areas for the provision of telephone
:rvices, financial performance and regulatory matters.
he Consumer unit markets communications services to residential
l1stomers, as well as operator services, within our territory (22
lillion households and 63 million people). 1998 revenues were
pproximately S10 billion, representing approximately 39% of
lomestic Telecom's aggregate revenues. These revenues were derived
rimarily from the provision of telephone services to residential users.
"he General Business unit markets communications and informa-
.on services to small and medium-sized businesses, as well as pay
~ephone services, within our territory. The General Business unit
as approximately 2.1 million customers in our territory and gener-
ted approximately $5 billion ill revenues in 1998, representing
pproximately 19% of Domestic Telecom's aggregate revenues.
"he Enterprise Business unit markets communications and informa-
ion technology and services to large businesses and to departments,
gencies and offices of the executive, judicial and legislative branch-
s of the federal and state government. These services include voice
witching/processing services (e.g., dedicated private lines, custom
:entrex, call management and voice messaging), end-user network-
ng (e.g., credit and debit card transactions, and personal computer-
based conferencing, including data and video), internetworking
(establishing links between the geographically disparate networks of
two or more companies or within the same company), network
optimization (disaster avoidance, 911 service, intelligent vehicle
highway systems). video services (distance learning, telemedicine,
videoconferencing) and interactive multimedia applications
serv!ces. The Enterprises Business unit also includes the Data
Solutions Group which provides data transmission and network
integration services (integrating multiple geographically disparate
networks into one system), as well as IP based solutions (communi-
cations using inter~t protocol and internet services, including
high-speed internet access and web hosting). Global Networks, a
unit of Data Solutions Group, is building a next generation long
distance network using ATM (asynchronous transfer mode) tech-
nology. 1998 revenues were approximately $5 billion, representing
approximately 19% of Domestic Telecom's aggregate revenues.
The Network Services unit markets (i) switched and special access to
the telephone subsidiaries' local exchange networks, and (ii) billing
and collection services, including recording, rating, bill processing
and bill rendering. 1998 revenues were approximately S6 billion,
representing approximately 23% of Domestic Telecom's aggregate
revenues. Approximately 750/0 of total Network Services revenues
were derived from interexchange carriers. Most of the remaining
revenues came from business customers and government agencies
with their own special access network connections, wireless compa-
nies and other local exchange carriers which resell network connec-
tions to their own customers.
.
.
TELECOMMUNICATIONS ACT OF 1996
The Telecommunications Act of 1996 (the" 1996 Act") became effec-
tive on February 8, 1996, and replaced the Modification of Final
Judgment (the "MFJ"), a consent decree that arose out of an
antitrust action brought by the United States Department of Justice
against AT&T. In general, the 1996 Act includes provisions that open
local exchange markets to competition and permit Bell Operating
Companies (BOC), including ours, to engage in manufacturing and
to provide long distance service under certain conditions.
First, the 1996 Act permitted us to apply immediately for state
approval to offer long distance services originating outside of the
states where our operating telephone subsidiaries operate as local
exchange carriers. Our wireless businesses also were permittsct~
immediately offer long distance services without having to comply
with the conditions imposed in waivers granted under the MFJ.
Second, the 1996 Act permits us to offer in-region long distance
services (that is, services originating' in the states where our tele-
phone subsidiaries operate as local exchange carriers), once we have
demonstrated to the Federal Communications Commission ("FCC")
that we have satisfied certain requirements. The requirements
include a 14-point "competitive checklist" of steps which we must
take to help competitors offer local services through resale, through
purchase of unbundled network elements, or through their own
networks. We must also demonstrate to the FCC that our entry into
the in-region long distance market would be in the public interest.
.
.
The u.s. Court of Appeals rejected a constitutional challenge to
these provisions, and the Supreme Court recently declined to review
that decision. During the period that the case was pending, we
continued to work through the regulatory process at both the state
and federal levels in order to be in a position to demonstrate
compliance with the challenged provisions.
The U. S. Supreme Court recently reversed a U.S. Court of Appeals'
decision that had invalidated certain aspects of the FCC rules imple-
menting provisions of the 1996 Act. In particular, the Supreme
Court reinstated the FCC's authority to adopt rules governing the
methodology to be used by. ~tate commissions in setting prices for
local interconnection and resale arrangements, and reinstated rules
that allow competitors to choose individual terms out of negotiated
interconnection agreements and that prohibit incumbent local tele-
phone companies from separating network elements that already are
combined in the incumbent's own network.
.
The U. S. Supreme Court also decided that the FCC had applied the
wrong standard in determining what elements of their networks
incumbent local telephone companies are obligated to make avail-
able to competitors on an unbundled basis. Among other things, the
FCC failed to account for the fact that some elements are available
from other sources. As a result of the decision, the FCC must
conduct a new proceeding to apply the correct standard. Pending
that proceeding, we have informally agreed to continue offering the
FCC's previously specified list of unbundled elements. In addition, a
challenge to the substantive merits of the FCC's pricing rules
remains pending in the U.S. Court of Appeals.
In April 1998, our operating telephone subsidiary'in New York filed
with the New York State Public Service Commission a statement
setting forth additional commitments that we will make to the FCC
in connection with our anticipated application for permission to
enter the in-region long distance market in New York. Those
commitments include terms under which we will offer combina-
tions of unbundled network elements and an unbundled netWOrk
element platform (UNE-P) to competitors wishing to provide basic
local and ISDN-BRI service to business or residential customers. We
will offer UNE-P for basic local and ISDN-BRl service throughout
our New York operating area, but UNE-P will not be available to
competitors for other services, or for service to business customers
in those parts of New York City where there is a defined level of
local competition from two or more competitive local exchange
carriers. Our commitment to offer UNE-P will be for four years in
New York City and other major urban areas and for six years in the
rest of the state. We believe that the terms of these commitments
generally are consistent with the recent Supreme Court decision.
We expect to file in the second quarter of 1999 an application with
the FCC for permission to enter the in-region long distance market
in New York. We hope to begin offering this service in the third
quarter of 1999. Following our application for New York, we expect
next to file applications with the FCC for Pennsylvania,
Massachusetts, New Jersey, Virginia and Maryland and, subsequent-
ly, for the remaining states in our territory. The timing of our long
distance entry in each of our 14 jurisdictions depends on the receipt
of FCC approval.
.
We are unable to predict definitively the impact that the 1996 Act
will ultimately have on our business, results of operations or finan-
cial condition. The financial impact will depend on several factors,
including the timing, extent and success of competition in our
markets, the timing and outcome of various regulatory proceedings
and any appeals, and the timing, extent and success of our pursuit of
new opportunities resulting from the 1996 Act.
FCC REGULATION AND INTERSTATE RATES
The operating telephone subsidiaries are subject to the jurisdiction
of the FCC .~th respect to interstate services and certain related
matters. In 1~98, the FCC continued to implement reforms to the
interstate access charge system and to implement the "universal
service" and other requirements of the 1996 Act.
ACCESS CHARGES
Interstate access charges are the rates long distance carriers pay for
use and availability of our operating telephone subsidiaries' facilities
for the origination and termination of interstate service. The FCC
, required a phased restructuring of access charges, which began in
January 1998, so that the telephone subsidiaries' nonusage-sensitive
costs will be recovered from long distance carriers and end-users
through flat rate charges. and usage-sensitive costs will be recovered
from long distance carriers through usage-based rates. In addition,
the FCC has required that different levels of usage-based charges for
originating and for terminating interstate traffic be established.
PRICE CAPS
Under the FCC price cap rules that apply to interstate access rates.
each year our price cap index is adjusted downward by a flXed
percentage intended to reflect inaeases in productivity (the produc-
tivity factor) and adjusted upward by an allowance for inflation (the
GDP-PI). The current productivity factor is 6.5 percent. These
changes will be reflected in tariff changes that will be filed to take
effect on July 1. 1999.
In October 1998, the FCC initiated a proceeding with respect to its
price cap rules to determine whether a change in the current
productivity factor is warranted, whether to continue its "market
based" approach of allowing market forces (supplemented by its
price cap rules) to determine access charge levels, and whether to
afford additional pricing flexibility for access services. In addition,
we have petitioned the FCC to remove our special access services
from price cap regulation on the grounds that cust~ of these
services have competitive alternatives available, and a challenge to
the FCC order establishing the 6.5 percent productivity factor is
pending in the U.S. Court of Appeals. We are unable to predict the
results of these further proceedings.
UNIVERSAL SERVICE
The FCC has adopted rules implementing the "universal service"
provision of the 1996 Act. As of January I, 1999, the rules require each
of our operating telephone subsidiaries to contribute approximately
2% of its interstate retail revenues for high-cost and low-income
subsidies. Each of our operating telephone subsidiaries are also
required to contribute a portion of their total retail revenues for
schools. libraries and not-for-profit health care. Our operating tele-
phone subsidiaries will recover these contributions through interstate
,arges to long distance carriers and end-users. Our domestic wireless
mpany is required to contribute to these universal service programs
ld will recover the cost of its contributions from end-users.
new federal high-cost universal service support mechanism for
mrural carriers and an increase in the funding level for schools
Id libraries are expected to become effective in 1999. The FCC
Irrently is considering, in conjunction with a recommendation
)m a joint board of federal and state regulators, a number of issues
at could affect the size of the universal service fund for high cost
eas and the amount of universal service costs that are assessed
;ainst our operating telephone sub~!diaries and domestic cellular
,bsidiary for recovery.
'CIPROCAL COMPENSATION
'e have been required by certain state regulatory decisions to pay
eciprocal compensation" to competitive local exchange and other
,rriers to terminate calls on their networks, including a large
llume of one-way traffic from our customers to internet service
-oviders that are their customers. On February 26, 1999. the FCC
mfirmed that such traffic is interstate and interexchange in nature
ld Dot subject to the reciprocal compensation requirements of the
196 Act. Because the previous state regulatory decisions were based
)On a view that internet access calls are "local" rather than inter-
ate and interexchange in nature, we have asked those state
,mmissions to revisit their prior interpretations. Unless state regu-
tors follow the FCC's interpretation, these reciprocal compensa-
)n payments, which were approximately $175 million higher in
198, are expected to grow to approximately $350 million in 1999.
'ATE REGULATION OF RATES AND SERVICES
ate public utility commissions regulate our operating telephone
lbsidiaries with respect to certain intrastate rates and services and
:rtain other matters. In most jurisdictions the telephone
Ibsidiaries have been able to replace rate of return regulation with
:ice regulation plans.
:W YORK TELEPHONE
ew York
he New York State Public Service Commission has regulated New
>rk Telephone under the Performance Incentive Plan since 1995.
he plan is performance-based, replacing rate of return regulation
ith a form of price regulation and incentives to improve service,
ld does not restrict New York Telephone's earnings. The plan
caps prices at current rates for "basic" services such as residence
and business exchange access, residence and business local calling
and LifeLine service;
establishes price reduction commitments for a number of
services, including toll and intraLATA carrier access services;
adjusts prices annually based on certain costs associated with state
commission mandates and other defined "exogenous" events; and
establishes service quality targets with stringent rebate provisions
if New York Telephone is unable to meet some or all of the targets.
Connecticut
New York Telephone's operations are subject to rate of return regu-
lation, but an incentive regulation plan which would eliminate regu-
lation of earnings has been filed with the Connecticut Department
of Public Utility Control.
.
BELL ATLANTIC-NEW JERSEY
Bell :Atlantic-New Jersey is regulated under a Plan for Alternative
Form of Regulation, which expires on December 31, 1999. A peti-
tion has been filed to extend the plan for another year. The plan
divides Bell Atlanti~, - New Jersey's services into Competitive
Services and Rate-Regalated Services.
The prices for Competitive Services may be changed without
regulatory involvement.
Rate-Regulated Services are grouped in two categories:
"Protected Services": Basic residence and business service,
Touch-Tone, access services and the ordering, installation and
.restoration of these services.
. "Other Services": Custom Calling, Custom Local Area Signaling
Services ("CLASS" services which utilize Signaling System 7),
operator services and 911 enhanced service.
There is a cap on basic residence service rates through 1999, but
revenue-neutral rate restructuring is permitted.
. There is no cap on earnings for Rate-Regulated Services, but Bell
Atlantic-New Jersey must share all earnings above a return on
equity of 13.7% equally with customers.
.
BELL ATLANTIC-PENNSYLVANIA
The Pennsylvania Public Utility Commission regulates Bell
Atlantic-Pennsylvania under an Alternative Regulation Plan
approved in 1994. The plan provides for a pure price cap plan with
no sharing of earnings with customers and replaces rate base, rate of
return regulation.
. Competitive Services, including directory advertising, billing
services, Centrex service, paging, speed calling, repeat calling, and
HiCap are deregulated.
. All Noncompetitive Services are price regulated. The plan:
permits annual price increases up to, but not -exceedin&lJ-h~
GDP-PI minus 2.93%;
requires annual price decreases when the GDP-PI falls below
2.93%.
. caps prices for protected services, including residential and
business basic exchange services, special access and switched
access, through 1999.
permits revenue-neutral rate restructuring for noncompetitive
services.
The plan requires Bell Atlantic - Pennsylvania to provide a Lifeline
service for residential customers. The plan also requires deployment
of a universal broadband network, which must be completed in phas-
es: 200/0 by 1998; 50% by 2004; and 100% by 2015. Deployment must
be reasonably balanced among urban, suburban and rural areas.
.
.
From September 1998 through February 1999, the commission
sponsored a multi-party global telecommunications settlement
proceeding aimed at resolving issues in a number of contentious
telecommunications regulatory dockets at the commission. The
formal negotiation period ended on March 1,1999, without a settle-
ment among all the negotiation parties having been reached. Since
the close of negotiations, two group of participants, one of which
includes us, two competitive local exchange carriers, and a number
of small telephone companies, have proposed separate nonunani-
mous settlements for consideration by the commission in resolving
some or all of the telecommunications doc:kets. The commission has
not decided what procedures. it will follow in addressing the issues
raised in these settlement proposals.
NEW ENGLAND TELEPHONE
~
In 1995, the Maine Public Utilities Commission adopted a five-year
price cap plan for New England Telephone, with the provision for a
five-year extension after review by the state commission. Overall
average prices and specific rate elements for most services are limit-
ed by a price cap formula of inflation minus a productivity factor
plus or minus certain exogenous cost changes. There is no restric-
tion on New England Telephone's earnings. The state commission
also established a service quality index with penalties in the form of
customer rebates to apply if service quality categories are missed.
.
M!:Ilc~r'husetts
--
In 1995, the Massachusetts Department of Public Utilities approved
a price regulation plan for New England Telephone through August
2001, with no restriction on earnings. Certain residence exchange
rates are capped. Pricing rules limit New England Telephone's ability
to increase prices for most services, including a ceiling on the
weighted average price of all tariffed services based on a formula of
inflation minus a productivity factor plus or minus certain exoge-
nous changes. In addition, New England Telephone's service quality
performance levels in any given month could result in an inaease in
the productivity offset by one-twelfth of one percent for purposes of
the annual price cap filing.
New HllD\PShire
New England Telephone's operations are subject to rate of return
regulation.
Rhode Island
In 1996, the Rhode Island Public Utilities Commission approved an
incentive regulation plan for New England Telephone. The plan has
no set term or expiration, although there are opportunities for annual
review by the state commission, and there is no earnings cap or shar-
ing mechanism. Other features of the plan include: more stringent
service quality requirements, including a financial penalty, and no
increase in residence or business basic exchange rates through 1999.
.
Vermont
New England Telephone's operations are subject to rate of return
regulation, but an incentive plan has been filed with the Vermont
Public Service Board which would eliminate regulations of earnings.
BELL ATLANTIC-MARYLAND
In 1996, the Public Service Commission of Maryland approved a
price cap plan for regulating the intrastate services provided by Bell
Atlantic-Maryland. Under the plan, services are divided into six
categories: Access; Basic-Residential; Basic-Business; Discretionary;
Competitive; and Miscellaneous. Rates for Access, Basic-Residential
and Basic-Business are capped for a period of three years. After the
cap period, rates for services in these three categories can be
increased or decreased annually under a formula that is based upon
changes in the GDP-PI minus a productivity offset based upon
changes in ~~e rate of inflation (CPI). Rates for Discretionary
services may be increased under the same formula. Rates for
competitive services may be increased without regulatory limits.
Regulation of profits is eliminated.
BELL ATLANTlC- VIRGINIA
Effective in 1995, the Virginia State Corporation Commission
approved an alternative regulatory plan that regu.lates Bell
Atlantic- Virginia's noncompetitive services on a price cap basis and
does not regulate Bell Atlantic - VlI'ginia's competitive services. The
plan includes a moratorium on rate increases for basic local tele-
phone service until 2001 and eliminates regulation of profits.
BELL ATLANTIC-WEST VIRGINIA
In February 1998, the West Virginia Public Service Commission
issued an order extending the Incentive Regulation Plan until
December 31,2000. The Incentive Regulation Plan includes pricing
flexibility for competitive services. Bell Atlantic-West Virginia is
committed to invest at least 5225 million in its network over the
three-year period from 1998 through 2000.
BELL ATLANTIC-DELAWARE
In 1994, Bell Atlantic-Delaware elected to be regulated under the
alternative regulation provisions of the Delaware Telecommunications
Technology Investment AJ:;t of 1993 (the "Delaware Telecommunica-
tions AJ:;t"). The Delaware Telecommunications AJ:;t provides that
. the prices of "Basic Telephone Services" (e.g., dial-tone and local
usage) will remain regulated and cannot change in anyone year
by more than the rate of inflation (GDP-PI) less 3%;
. the prices of "Discretionary Services" (e.g., Identa Ring5'" and Call
Waiting) cannot inaease more than 15% per year per service;
. the prices of "Competitive Services" (e.g.-, voice rm:&~ing and
message toll service) are not subject to tariff or regulation; and
. Bell Atlantic - Delaware will develop a technology deployment
plan with a commitment to invest a minimum of $250 million in
Delaware's telecommunications network during the first five years
of the plan.
The Delaware Telecommunications Act also provides protections to
ensure that competitors will not be unfairly disadvantaged, includ-
ing a prohibition on cross-subsidization, imputation rules, service
unbundling and resale service availability requirements, and a
review by the Delaware Public Service Commission during the fifth
year of the plan. In March 1998, the state commission approved Bell
Atlantic - Delaware's request to continue under the Delaware
Telecommunications Act until March 2002.
ELL ATLANTIC-WASHINGTON, D.C.
1 1996, the District of Columbia Public Service Commission
?proved a price cap plan for intra-Washington, D.C. services provid-
i by Bell Atlantic-Washington, D.C. Provisions of the plan include:
a term off our years, through December 31,1999;
three service categories: basic. discretionary, and competitive;
caps on certain basic residential rates for. the term of the plan,
with other basic rates to change with the GDP-PI minus 3%;
discretionary service rate inaeases of up to 15% annually;
elimination of price limits on competitive service rates; and
elimination of the regulation of profits.
OMPETlrlON
egislative changes, including provisions of the 1996 Act discussed
bove under "Telecommunications Act of 1996," regulatory changes
nd new technology are continuing to expand the types of available
ommunications services and equipment and the number of
ompetitors offering such services. We anticipate that these industry
hanges, together with the rapid growth, enormous size and global
cope of these markets, will attract new entrants and encourage
xisting competitors to broaden their offerings. Current and poten-
ial competitors in telecommunication services include long
istance companies. other local telephone companies, cable compa-
ies, wireless service providers, foreign telecommunications
'roviders, electric utilities, Internet service providers and other
ompanies that offer network services. Many of these companies
.ave a strong market presence, brand recognition and existing
ustomer relationships. all of which contribute to intensifying
ompetition and may affect our future revenue growth. In addition,
number of major industry participants have announced mergers.
cquisitions and joint ventures which could substantially affect the
;evelopment and nature of some or all of our markets.
OCAL EXCHANGE SERVICES
'he ability to offer local exchange services has historically been
ubject to regulation by state regulatory commissions. Applications
rom competitors to provide and resell local exchange services have
.een approved in every jurisdiction in our territory. The 1996 Act is
xpected to significantly increase the level of competition in all of
-- .ur local exchange markets.
)ne of the purposes of the 1996 Act was to ensure, and accelerate,
he emergence of competition in local exchange markets. Toward
his end, the 1996 Act requires most existing local exchange carriers
incumbent local exchange carriers, or "ILECs"), including our
lperating telephone subsidiaries, to permit potential competitors
competitive local exchange carriers, or "CLECs") to:
purchase service from the ILEC for resale to CLEC customers
purchase unbundled netWork elements from the ILEC, and/or
interconnect the CLEC network with the ILEC's network.
rhe 1996 Act provides for arbitration by the state public utility
:ommission if an ILEC and a CLEC are unable to reach agreement
)n the terms of the arrangement sought by the CLEC.
Negotiations between the operating telephone subsidiaries and vari-
ous CLECs" and arbitrations before state public utility commissions,
have continued. As of January 31, 1999, the operating telephone
subsidiaries had entered into approximately 897 agreements with
CLECs covering all of our territory, of which 664 have been
approved by state regulators.
We expect that these agreements, and the 1996 Act, will continue to
lead to substantially increased competition in our local exchange
markets in 1999 and subsequent years. We believe that this competi-
tion will be both on a facilities basis and in the form of resale by
CLECs of our operatbtg telephone subsidiaries' service. Under the
various agreements and arbitrations discussed above, our operating
telephone subsidiaries are generally required to sell their services to
CLECs at discounts ranging from approximately 150/0 to 29% from
the prices our operating telephone subsidiaries charge their retail
customers.
.
INTRALATA TOLL SERVICES
IntraLATA toll calls originate and terminate within the same LATA.
but generally cover a greater distance than a local call. State regulato-
ry commissions rather than federal authorities generally regulate
these services. All of our state regulatory commissions (except in the
District of Columbia. where intraLATA toll service is not provided)
permit other carriers to offer intraLATA toll services within the state.
Until the implementation of "presubscription," intraLATA toll calls
were completed by our operating telephone subsidiaries unless the
customer dialed a code to access a competing carrier. Presubscription
changes this dialing method and enables customers to make these toll
calls using another carrier without having to dial an access code.
The 1996 Act generally prohibits, with certain exceptions, a state
from requiring presubscription until the earlier of such time as the
BOC is authorized to provide long distance services originating in
the state or three years from the effective date of the 1996 Act.
New York Telephone fully completed intraLATA presubscription
implementation by September 1996. By December 1997, our operat-
ing telephone subsidiaries in Delaware, Maine, New Hampshire,
New Jersey, Pennsylvania, Rhode Island, Vermont and West Virginia
had also implemented presubscription. We expect to offer
intraLATA presubscription in Massachusetts in April 1999. In
Maryland and Virginia, the state commissions have decidec!Jllat
intraLATA presubscription need not occur on the third anniversary
of the 1996 Act, but did not set dates for implementation. The
recent Supreme Court decision reinstated the FCC's authority to
adopt rules governing intraLATA presubscription, and the FCC has
required that implementation be completed as early as May 1999.
Implementation of presubscription for intraLATA toll services has
had a material negative effect on intraLATA toll service revenues in
those jurisdictions where, as noted above. presubscription has been
implemented before we are permitted to offer long distance services.
However, the negative effect is beginning to subside now that
presubscription has been available in most of our states for more
than one year. In addition, the adverse impact on intraLATA toll
services revenues is being partially offset by an increase in
intraLATA network access revenues.
.
.
.
.
-,
.
ALTERNATIVE ACCESS
A substantial portion of our operating telephone subsidiaries'
revenues from business and government customers is derived from a
relatively small number of large, multiple-line subscribers.
We face competition from alternative communications systems,
constructed by large end-users, interexchange carriers and alterna-
tive access vendors, which are capable of originating and/or termi- .
nating calls without the use of our plant. The FCC's orders requiring
us. to offer virtual collocated interconnection for special and
switched access services have enhanced the ability of such alternative
access providers to compete ~th us.
Other potential sources of competition include cable television
systems, shared tenant services and other noncarrier systems which
are capable of bypassing our operating telephone subsidiaries' local
plant, either partially or completely, through substitution of special
access for switched access or through concentration of telecommuni-
cations traffic on fewer of our operating telephone subsidiaries' lines.
WIRELESS SERVICES
W1reless services also constitute potential sources of competition to
our wireline telecommunications services, especially as wireless
carriers continue to lower their prices to end users. Wireless
portable telephone services employ analog and digital technology
that allows customers to make and receive telephone caDs from any
location using small handsets, and can also be used for data trans-
mission. Our investment in wireless services is described below
under "Global Wireless."
PUBLIC TELEPHONE SERVICES
We face increasing competition in the provision of pay telephone
services from other providers. In addition, the growth of wireless
communications decreases usage of public telephones.
OPERATOR SERVICES
Alternative operator services providers have entered into competi-
tion with our operator services product line.
Directory
Through Bell Atlantic Yellow Pages Company, Bell Atlantic Electronic
Commerce Services, Inc. and other subsidiaries, we publish printed
and electronic directories and provide Internet-based electronic
shoppi...g guides, as well as website creation and hosting and other
electronic commerce services. Our directory publishing business
produces over 600 domestic and international Yellow Page directories
with over 900,000 advertisers and distributes approximately 80
million copies annually in its regional markets, as well as in Poland,
the Czech Republic, Slovakia, Greece, Gibraltar and China. We
provide on-line shopping services with more than 10,000 acM:rtisers
and nearly 23 million visits per month. 1998 revenues from the
Directory segment were approximately $2.3 billion.
Global Wi.......
1998 revenues from our Global W1reless segment were approximate-
ly $3.8 billion.
UNITED STATES
We provide wireless communications services in the United States
principally through our subsidiary, Bell Atlantic Mobile ("BAM"),
and PrimeCo Personal Communications, LP. ("PrimeCo"), a joint
venture.
BAM provides wireless services to approximately 6.2 million
customers in the Northeast, mid-Atlantic, Southeast and Southwest
portions of the United States. BAM competes with other cellular
carriers and personal communications service ("PCS") providers
licensed by the FCC. Competing providers offer competitive pricing
plans, digital 'technology, and enhanced calling features. BAM has
introduced new pricing plans designed to meet this new competi-
tion, and offers digital service as well as enhanced calling features in
its markets.
PrimeCo is a partnership between Bell Atlantic and AirTouch
Communications which provides PCS services in over 30 major
cities across the United States. At year-end PrimeCo had approxi-
mately 902,000 customers. Since 1994 we have invested approxi-
mately $1.6 billion in PrimeCo to fund its operations and the
build-out of its PCS netWOrk.
MEXICO
We have a 47.2% economic interest in Grupo Iusacell, S.A. de C.V.
("Iusacell"), a telecommunications company in Mexico whose
primary business is the provision of wireless telephone service. The
Peralta Group, the other principal shareholder of Iusacell, holds
approximately 43.6%, and the remaining 9.3% is held by public
shareholders.
Since 1993, we have invested approximately $1.2 billion in Iusacell.
In the first quarter of 1997, we consummated a restructuring of our
investment in Iusace1l to permit us to assume control of its board of
directors and management. At year end, Iusacell had approximately
750.000 subscribers.
ITA~Y
We have a 19.71% economic interest in Omnitel Pronto Italia, S.pA
("Omnitel"), an Italian digital cellular telecommunications company.
Since 1994 we have invested approximately $544 million in OmniteL
At year-end, Omnitel had approximately 6.2 million subscribers.
GREECE
We have a 20% economic interest in STET He1las TeleEeU!!nunica-
tions SA ("STET Hellas"), which holds one of three nationwide
licenses for cellular services in Greece. At year-end, STET Hellas had
approximately 688,000 subsaibers.
CZECH REPUBLIC AND SLOVAKIA
We have an economic interest of approximately 25% in Euro Tel Praha
s r.o. and EuroTel Bratislava a.s., which have been operating cellular
systems in the Czech Republic and Slovakia, respectively. since 1991.
INDONESIA
We have an economic interest of approximately 23% in P. T.
Excelcomindo Pratama ("Excelcomindo"), which holds a nation-
wide license to provide cellular service in Indonesia.
I the third quarter of 1998, we recorded a charge of $13 7 million to
ijust the carrying value of our investment in Exce1comindo to its
;timated fair value. We considered the following factors in deter-
lining this charge:
The continued weakness of the Indonesian currency as compared
to historical exchange rates will create additional financial
burdens on the company in servicing U.S. dollar-denominated
debt. The continuing political unrest in Indonesia has contributed
to the currency's instability.
The economic instability and prospects for an extended recovery
period have resulted in weaker than expected growth in
Exce1comindo's business. One significant factor has been inflexi-
ble tariff regulation despite rising costs due to inflation. This and
other factors have resulted in reduced expectations of future cash
flows and, accordingly, a reduction in the value of our investment.
Issues with cash flow are requiring Exce1comindo's shareholders
to evaluate the future funding of the business.
ItIIer Businesses
998 revenues from our Other Businesses were approximately $124
illlion.
EW ZEALAND
'Ie have a 24.94% economic interest in Telecom Corporation of New
~ealand Limited ("TCNZ"). TCNZ is the principal provider of
~lecommunications services in New Zealand, offering local service.
ational and intemationallong distance service. cellular service and
nternet access. At December 31, 1998,.TCNZ had approximately 1.85
illlion access lines, 565,000 cellular connections and 160,000 internet
ccess customers. TCNZ faces increasing competition in most of its
larkets. The New Zealand government retains a single share in
'CNZ, which gives the government the right to limit residential local
ervice price increases to no more than the rate of inflation and
equires a flat-rate local calling option for residential customers.
n February 1998, we monetized our investment in TCNZ and
ssued approximately $2.5 billion in five year notes. which are
xchangeable into shares of TCNZ at the option of the holder after
eptember 1, 1999. Upon exchange by the holders, we retain the
'ption to settle in cash or by delivery of shares.
-- :REAT BRITAIN
"Ie have an 18.5% economic interest in Cable & Wireless
:ommunications, PLC ("CWC"), which was created in April 1997
hrough the merger of Mercury Communications, NYNEX
:ableComms, and Bell Cablemedia, following the acquisition of
lideatron Holdings by Bell Cablemedia. CWC provides telecommu-
licationsand CATV services and at December 31,1998 had approx-
mately 1 million residential telephony lines and 837,000 CATV
.ubscribers.
n August 1998 we monetized our investment in CWC and issued
tpproximately $3.2 billion in notes which are exchangeable into
;hares of CWC at the option of the holder after July 1,2002. Upon
:xchange by the holders, we retain the option to settle in cash or by
ielivery of shares.
THAILAND
We have an economic interest of 18.2% in TelecomAsia Corporation
Public Company Limited ("TelecomAsia"), which operates a
telecommunications network and CATV system in metropolitan
Bangkok. At year-end, TelecomAsia had approximately 1.3 million
telephony lines in service and 350,000 CATV subscribers.
In the third quarter of 1998. we recorded a charge of $348 million to
adjust the carrying value of our investment in Telecom Asia to its
estimated fair value. We considered the following factors in deter-
mining this charge:
.
~~
. The continued weakness of the Thai currency as compared to
historical exchange rates will place additional fmancial burdens
on the company in servicing U.S. dollar-denominated debt.
. The economic instability and prospects for an extended recovery
period have resulted in weaker than expected growth in
TelecomAsia's business. This is indicated by slower than expected
growth in total subscribers and usage. These factors resulted in
reduced expectations of future cash flows and, accordingly, a
reduction in the value of our investment.
. The business plan for TelecomAsia contemplated cash flows from
several lines of business. Given TelecomAsia's inclination to focus
on its core wireline business, these other lines of business may not
contribute future cash flows at previously expected levels.
PHILIPPINES
We have a 200/0 economic interest in BayanTel Telecommunications
Holdings Corporation ("BayanTel"), a local exchange provider. At
December 31.1998. BayanTel had approximately 250,000 access lines.
.
FLAG
FLAG Limited (FLAG) owns and operates an undersea fiberoptic
cable system. providing digital communications links between
Europe and Asia. FLAG launched commercial service in the fourth
quarter of 1997. We hold approximately a 34% equity interest in the
venture and have invested approximately $227 million since 1994.
We have approximately a 5% interest in the parent company of
FLAG, FLAG Telecom Holding Limited (FLAG Telecom). In the first
quarter of 1999, a subsidiary of FLAG Telecom and Global
TeleSystems Group, Inc., a U.S. telecommunications company, agreed
to establish a joint venture to build and operate a transoceanic dual
cable system to carry high-speed data and video traffic acrossth';
Atlantic Ocean. The companies expect to offer service in 2000.
emplOYees
As of December 31, 1998, Bell Atlantic and its subsidiaries had
approximately 140,000 employees. Unions represent approximately
69% of our employees. In 1998 we executed new collective bargain-
ing agreements with the unions.
.
.
.
--
.
CutIoa8rJ Stat8...m: Concemlng Forward-Loolclng
Sbdements
In this Annual Report on Form lO-K we have made forward-looking
statements. These statements are based on our estimates and
assumptions and are subject to risks and uncertainties. Forward-
looking statements include the information concerning our possible
or assumed future results of operations. Forward-looking state-
ments also include those preceded or followed by the words "antici- '
pates." "believes," "estimates," "hopes" or similar expressions. For
those statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 199~.
The following important factors, along with those discussed else-
where in this Annual Report, could affect future results and could
cause those results to differ materially from those expressed in the
forward-looking statements:
. materially adverse changes in economic conditions in the markets
served by us or by companies in which we have substantial
investments;
. material changes in available technology;
. the final outcome of federal, state and local regulatory initiatives
and proceedings, including arbitration proceedings, and judicial
review of those initiatives and proceedings, pertaining to, among
other matters, the terms of interconnection, access charges, univer-
sal service, and unbundled network elements and resale rates;
. the extent. timing, success and overall effects of competition from
others in the local telephone and toll service markets;
. the timing and profitability of our entry into the in-region long
distance market;
. the success and expense of our remediation efforts and those of our
suppliers, customers, joint ventures, noncontrolled investments and
interconnecting carriers in achieving year 2000 compliance; and
. the timing of. and regulatory or other conditions associated with,
the completion of the merger with GTE and our ability to
combine operations and obtain revenue enhancement and cost
savings following the merger.
,<,
---
co
Item 2. Properties
ieneral
lur principal properties do not lend themselves to simple descrip-
on by character and location. Our total investment in plant, prop-
rty and equipment was approximately $83.1 billion at December
1, 1998 and $77.4 billion at December 31, 1997, including the effect
f retirements, but before deducting acru~ulated depreciation. Our
ross investment in plant, property and equipment consisted of the
,llowing at December 31:
2.998
2.997
Outside communications plant
Central office equipment
Land and buildings
Furniture. vehicles and other
work equipment
Other
40.5%
37.9
8.5
40.9%
37.7
8.7
9.5
3.6
100.0%
'9,4
3.3
100.0%
)ur properties are divided among our operating segments as
ollows:
1998
1997
Domestic Telecom
Global Wireless
Directory
Other Businesses
92.3%
7.2
.4
.1
100.0%
93.0%
6.5
.4
.1
100.0%
"Outside communications plant" consists primarily of aerial cable,
lnderground cable, conduit and wiring, cellular plant, and tele-
,hone poles. "Central office equipment" consists of switching equip-
nent, transmission equipment and related facilities. "Land and
)uildings" consists of land and land improvements, and principally
:entral office buildings. "Furniture, vehicles and other work equip-
nent" consists of public telephone instruments and telephone
equipment (including PBXs), furniture, office equipment, motor
..ehicles and other work equipment. "Other" property consists
?rimarily of plant under construction, capital leases and leasehold
improvements.
.0;. The customers of our operating telephone subsidiaries are served by
electronic switching systems that provide a wide variety of services.
The operating telephone subsidiaries' network is in a transition
from an analog to a digital network, which provides the capabilities
to furnish advanced data transmission and information manage-
ment services. At December 31, 1998, approximately 97% of the
access lines were served by digital capability.
Substantially all of the assets of New York Telephone Company,
totaling approximately $13.3 billion at December 31. 1998, are
subject to the lien of New York Telephone Company's refunding
mortgage bond indenture.
Capital ExpendItures
We continue to make significant capital expenditures to meet the
demand for communications services and to further improve such
services. Capital expenditures for our Domestic Telecom business
were approximately $6.4 billion in 1998, $5.5 billion in 1997 and
$4.9 billion in 1996. Capital expenditures for our Global Wireless,
Directory and Other Businesses were approximately $1.0 billion in
1998, $1.1 billion in 1997 and $1.5 billion in 1996. Capital expendi-
tures exclude additions under capital leases. We expect capital
expenditures in 1999 to total approximately $8.1 billion, including
approximately $7.3 ~~ion to be invested in our Domestic Telecom
business to facilitate tbe introduction of new products and services,
enhance responsiveness to competitive challenges, and increase the
operating efficiency and productivity of the network. This estimate
includes approximately S500 million related to the implementation
of the new accounting standard on costs of computers software,
Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use."
.
.
--
.
.n
.
J Item 3. Legal Prate.dlngs
There were no proceedings reportable under Item 3.
I.
lit... 4. Sa""uion of Matters to a Vote of
Security Holders
Not Applicable.
'-:
I Executive Officers of the Registrant
Set forth below is certain information with respect to our executive officers.
Meld
-- Age OffIce Since
Ivan G. Seidenberg 52 Chairman and Chief Executive Officer 1998
Lawrence T. Babbio, Jr. 54 President and Chief Operating Officer 1998
James G. Cullen 56 President and Chief Operating Officer 1998
Jacquelyn B. Gates 47 Vice President-Ethics and Corporate Compliance 1998
Alexander H. Good 49 Executive Vice President-Strategy 1998
and Corporate Development
Patrick F.X. Mulheam 47 Vice President-Corporate Communications 1997
. Donald J. Sacco 57 Executive Vice President-Human Resources 1997
Frederic V. Salerno 55 Senior Executive Vice President and Chief Financial
Officer/Strategy and Business Development 1997
Thomas J. Tauke 48 Senior Vice President-Govemment Relations 1997
Doreen A. Toben 49 Vice President-Controller 1998
Chester N. Watson 48 Vice President-fntemal Auditing 1997
Morrison DeS. Webb 51 Executive Vice President-Extemal Affairs and 1997
Corporate Communications
Ellen C. Wolf 45 Vice President-Treasurer 1997
James R. Young 47 Executive Vice President-General Counsel 1997
Prior to serving as an executive officer, each of the above officers have held high level managerial positions with the company or one of its
subsidiaries for at least five years.
Officers are not elected for a fixed term of office but are removable at the discretion of the Board of Directors.
--:;:...-=
--
.
Item 5. Market for Registrant's CoInmon Equity and
Related Stockholder Matters
he principal market for trading in the common stock of Bell
.tlantic is the New York Stock Exchange. The common stock is also
sted in the United States on the Boston, Chicago, Pacific, and
hiladelphia stock exchanges. As of December 31, 1998, there were
,102,900 shareowners of record.
Ugh and low stock prices, as reported on the New York Stock
xchange composite tape of transactions, and dividend data are as
)1Iows:
Cash
Market Price Dividend
High Low Declared
998
irst Quarter $ 53 $ 42Y. $ .385
econd Quarter SlY. 44 u,4. .385
hird Quarter 50}',.. 40Y,. .385
ourth Quarter 61 Y16 477'. .385
997
irst Quarter $ 35",4. $ 29Y. $ .37
econd Quarter 39;1. 28Y. .37
hird Quarter 4OY. 34 .385
ourttl Quarter 45}'. 37Y. .385
efleets 2.for.1 stock split deClared ancI paid in second Quarter of 1998
'ursuant to the terms of an Agreement and Plan of Merger, dated
eptember 23, 1997, relating to the merger of Blue Ridge Cellular
elephone Company with one of our subsidiaries, we issued 212,111
hares of common stock in 1997 and 1,742 shares of common stock in
998, none of which was registered under the Securities Act of 1933.
Item 6. Selected Finacial Data
"he information required by this item is included on page F-21 of
his report.
:::
It.... 7. Management's Discussion and Analysis of
Financial eoncrltion and Results of Operations
~he information required by this item is included on pages F-2
hrough F-20 of this report.
Item 7a. Quantitative and Qualitative Disclosures
About Market Risk
rhe information required by this item is included on pages F-13
hrough F-1S of this report.
litem 8. Financial Statements and Supplementary Data I
.
The information required by this item is included on pages F-22
through F-Sl of this report.
Item 9. Cbanges in and Disagreements with
ACCOUntants on Accounting and Financial Disclosure
Not Applicable.
Item 10. Directors and Executive. Officers of tile
Registrant
For information with respect to our executive officers, see
"Executive Officers of the Registrant" at the end of Part I of this
Report. For information with respect to the Directors and compli-
ance with Section 16(a) of the Securities Exchange Act of 1934, see
the Proxy Statement for our 1999 Annual Meeting of Shareowners
to be f1led pursuant to Regulation 14A, which is incorporated herein
by reference.
~ Item 11. Executive Compensation
For information with respect to executive compensation, see the
Proxy Statement for our 1999 Annual Meeting of Shareowners to be
filed pursuant to Regulation 14A, which is incorporated herein by
reference.
.
litem 12. Security Ownership of Certain Beneficial I
. Ownen and Management .
For information with respect to the security ownership of the
Directors and Executive Officers, see the Proxy Statement for our
1999 Annual Meeting of Shareowners to be filed pursuant to
Regulation 14A, which is incorporated herein by reference.
litem 13. Certain Relationsbips and Related
Transactions
l
.-.
For information with respect to certain relationships and related
transactions, see the Proxy Statement for our 1999 Annual Meeting
of Shareowners to be filed pursuant to Regulation 14A, which is
incorporated herein by reference.
.
.
Item 14. ExhibIts, Financial stat....ent Schedules,
and Reports on Fona &oK
(a) The following documents are filed as part of this report:
( 1) Financial Statements
See Index to Financial Information appearing on Page F-l.
(2) Financial Statement Schedule
See Index to Financial Information appearing on Page F-l.
(3) Exhibits
Exhibits identified in parentheses below, on file with the Securities
and Exchange Commission (SEC) in File No. 1-8606 except as other-
wise noted, are incorporated herein by reference as exhibits hereto.
.
EXHIBIT NUMBER
2 Agreement and Plan of Merger by and among Bell Atlantic
Corporation, Beta Gama Corporation and GTE Corporation.
dated as of July 27, 1998. (Exhibit 2.01 to Form 8-K, date of
report July 30,1998.)
3a Restated Certificate of Incorporation of Bell Atlantic
Corporation ("Bell Atlantic"). (Exhibit 3(i) to Form 8-K, date
ofreportAugust 14,1997.)
3b By-Laws of Bell Atlantic, as amended and restated as of
January 1, 1999.
4 No instrument which defines the rights of holders of long-
term debt of Bell Atlantic and its consolidated subsidiaries is
filed herewith pursuant to Regulation S-K, Item
60l(b)(4)(iii)(A). Pursuant to this regulation, Bell Atlantic
hereby agrees to furnish a copy of any such instrument to the
SEC upon request.
lOa Bell Atlantic Deferred Compensation Plan for Outside
Directors, as amended and restated as of January I, 1998."
lOb Bell Atlantic Insurance Plan for Directors. (Exhibit 10bh to
Registration Statement on Form 5-1 No. 2-87842)."
10c Description of Bell Atlantic Plan for Non-Employee
Directors' Travel Accident Insurance. (Exhibit 10ii to
Registration Statement on Form S-1 No. 2-87842.)"
led Bell Atlantic Retirement Plan for Outside Directors, as
amended and restated as of January I, 1996. (Exhibit 10k to
Form 10-K for the year ended December 31.1995.)-
10e Bell Atlantic Stock Compensation Plan for Outside Directors,
as amended and restated as of January I, 1998."
10f Bell Atlantic Corporation Directors' Charitable Giving
Program. (Exhibit lOp to Form SE dated March 29.1990.)"
10f(i) Resolutions amending and partially terminating the
Program. (Exhibit lOp to Form SE dated March 29.
1993.)"
109 Description of Changes in Compensation for Outside
Directors of Bell Atlantic. effective August 14. 1997 (Exhibit
lOy to Form 10-Q for the quarter ended September 30,1997.)-
--
.
10h Bell Atlantic Senior Management Short Term Incentive Plan, as
amended and restated effective as of January 22 1996. (Exhibit
lOa to Form 10-K for the year ended December 31, 1996.)-
10h(i) Description of Amendment, effective August 14, 1997.
(Exhibit lOa(i) to Form 10-Q for the quarter ended
September 30. 1997.Y
10i Bell Atlantic Deferred Compensation Plan, as amended and
restated as of January I, 1997. (Exhibit 10i to Form 10-K for
the year ended December 31,1996.)-
10i(i) , Description of Amendments to Bell Atlantic Deferred
"Compensation Plan (renamed the Bell Atlantic Senior
Management Income Deferral Plan), effective January
1, 1998. (Exhibit 10i(i) to Form 10-K for the year
ended December 31, 1997.)"
10j Bell Atlantic 1985 Incentive Stock Option Plan, as amended
and restated as of July I, 1996. (Exhibit 10j to Form IO-K for
the year ended December 31,1996.)-
10j(i) Description of Amendment and Administrative
Change to Bell Atlantic 1985 Incentive Stock Option
Plan, effective August 14, 1997. (Exhibit 10a(i) to Form
10-Q for the quarter ended September 30,1997.)-
10k Section 6 from Bell Atlantic Cash Balance Plan regarding
limitations on payment of pension amounts which exceed the
limitations contained in the Employee Retirement Income
Security Act of 1974. (Exhibit 109 to Form 10-K for the year
ended December 31, 1996.)-
101 Bell Atlantic Senior Management Long-Term Disability and
Survivor Protection Plan, as amended. (Exhibit 10h to Form
SE filed on March 27, 1986.)-
101(i) Resolutions amending the Plan, effective as of January 1.
1989. (Exhibit 10d to Form SE dated March 29,1989.)"
101(ii) Description of Amendments, effective January 1, 1998.
to Bell Atlantic Senior Management Long Term
Disability PIan (formerly known, as the Bell Atl~ti,
Senior Management Long-Term Disability and
Survivor Protection Plan). (Exhibit 10b(ii) to Form 10.
K for the year ended December 31, 1997.)-
10m Bell Atlantic Salary Program for SeE-ior Managers, effectivl
August 14. 1997. (Exhibit lOx to Form 10-Q-rm-The quartel
ended September 30. 1997.)-
IOn Description of Bell Atlantic Senior Management Estate
Management Plan.' ,
100 Description of Bell Atlantic Senior Management Death
Benefit Plan, effective April 1, 1998. (Exhibit lOrr to Form 10-
K for year ended December 31, 1997.)-
lOp Description of Bell Atlantic Senior Management Flexible
Spending Perquisite Account, effective January 1, 1998,
(Exhibit lOss to Form 10-K for year ended December 31,
1997.)"
10q NYNEX 1984 Stock Option Plan, as amended and restated.
(Post-Effective Amendment No. I to NYNEX's Regisuation
No. 2-97813, dated September 21,1987, File No. 1-8608.)-
...
-,
NYNEX 1987 Restricted Stock Award Plan (Exhibit No. (28)
(i) 1 to NYNEX's filing on Form SE dated March 23. 1988.
File No. 1-8608.).
NYNEX 1990 Stock Option Plan as amended. (Exhibit No.2
to NYNEX's Proxy Statement dated March 20, 1995, File No.
1-8608.).
NYNEX 1995 Stock Option Plan as amended. (Exhibit No.1
to NYNEX's Proxy Statement dated March 20, 1995, File No.
1-8608.).
NYNEX 1995 Long Term Incentive Program as amended.
(Exhibit No.3 to NYNEX's Prolo/ Statement dated March 20,
1995, File No. 1-8608.).
NYNEX Supplemental Life Insurance Plan. (Exhibit No. 10 iii
21 to NYNEX's Quarterly Report on Form 10-Q for the peri-
od ended June 30, 1996, File No. 1-8608.).
I NYNEX Executive Retention Agreement. (Exhibit No. 10 iii
35 to NYNEX's Quarterly Report on Form 10-Q, for the peri-
od ended June 30,1996, File No. 1-8608.).
Employment Agreement, dated August 14, 1997, by and
between Bell Atlantic and Raymond W. Smith (Exhibit 10aa
to Form 10-Q for the quarter ended September 30,1997.).
IOx(i) Letter dated April 16, 1998, to Raymond W. Smith
concerning employment-related issues. (Exhibit 10v(i)
to Form 10-Q for the quarter ended June 30,1998.).
10x(ii)Resolutions dated May 1, 1998, approving amendments
to Employment Agreement of Raymond W. Smith.
(Exhibit IOv(ii) to Form 10-Q for the quarter ended
June 30,1998.).
Employment Agreement, dated as of June I, 1998, by and
between Bell Atlantic Corporation and Lawrence T. Babbio,
Jr.. (Exhibit lOa to Form 10-Q for the quarter ended June 30,
1998.)'"
Employment Agreement, dated as of June 1, 1998, by and
between Bell Atlantic Corporation and James G. Cullen.
(Exhibit lOb to Form 10-Q for the quarter ended June 30,
1998.)'"
a Employment Agreement. dated as of June 1, 1998. by and
between Bell Atlantic Corporation and Frederic V. Salerno.
(Exhibit 10c to Form 10-Q for the quarter ended June 30,
1998.)'"
,b Employment Agreement, dated as of June 1. 1998, by and
between Bell Atlantic Corporation and Donald J. Sacco.
(Exhibit 10d to Form 10-Q for the quarter ended June 30,
1998.)'"
c Employment Agreement, dated as of June 1, 1998. by and
between Bell Atlantic Corporation and Morrison DeS. Webb.
(Exhibit 10e to Form 10-Q for the quarter ended June 30,
1998.).
ld Employment Agreement, dated as of June 1, 1998. by and
between Bell Atlantic Corporation and James R. Young.
(Exhibit 10f to Form 10-Q for the quarter ended June 30,
1998.).
10ee Form of Amendment, dated as of October 27, 1998, to
Employment Agreements with Lawrence T. Babbio, Jr., James
G. Cullen, Frederic V. Salerno, Donald J. Sacco, Morrison DeS.
Webb and James R. Young..
10ff Employment Agreement, dated as of January I, 1999, by and
between Bell Atlantic Corporation and Ivan G. Seidenberg. ·
10gg .Employment Agreement, dated as of October 27, 1998, by and
between Bell Atlantic Corporation and Alexander H. Good..
10hh Resolution, dated January 24, 1994, granting Lawrence T.
Babbio, Jr. certain nonqualified stock options to purchase
American Depository Receipts representing Series L shares of
the capital stock of Grupo Iusacell, S.A. de C.V. (Exhibit 10s
to Form 10-K for the year ended December 31,1993.).
10ii Form of stock option grant to Lawrence T. Babbio, Jr., dated
February 18, 1997, containing terms and conditions of certain
nonqualified stock options to purchase American Depository
Receipts representing Series L shares of the capital stock of
Grupo Iusacell. S.A. de C.V. (Exhibit 10q to Form 10-K for the
year ended December 31. 1996.).
10jj Forms of Stay Incentive Agreement and Separation and Non-
Compete Agreement with Doreen A. Toben and Ellen C. Wolf
with respect to the Bell Atlantic-NYNEX merger. (Exhibit 10(f)
to Registration Statement on Form S-4 No. 333-11573.).
10kk Form of Stay Incentive Agreement, dated as of November 23,
1998, with Doreen A. Toben and Ellen C. Wolf with respect to
the Bell Atlantic - GTE Merger. .
lOll Form of Stay Incentive Agreement, dated as of November 23,
1998, with Patrick EX. Mulhearn and Thomas J. Tauke..
10mmForm of Stay Incentive Agreement, dated as of November 23,
1998, with Jacquelyn B. Gates and Chester N. Watson..
10nn Form of Merger Agreement, dated as of January 29, 1999,
with Doreen A. Toben and Ellen C. Wolf. .
1000 Form of Merger Agreement, dated as of January 29, 1999,
with Patrick F.X. Mulhearn and Thomas J. Tauke."
10pp Form of Merger Agreement. dated as of January 29, 1999,
with Jacquelyn B. Gates and Chester N. Watson..
10qq Stock Option Agreement. dated as of July 27. 1998, between
Bell Atlantic Corporation and GTE Corporati'on. (Exh.i,!:Ut..-
10.01 to Form 8-K, date of report July 30. 1998.)
10rr Stock Option Agreement. dated as of July 27, 1998, between
GTE Corporation and Bell Atlantic Corporation. (Exhibit
10.02 to Form 8-K, date of report July 30.1998.)
12 Computation of Ratio of Earnings to Fixed Charges.
21 List of subsidiaries of Bell Atlantic.
23 Consent of Independent Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
Indicates management contract or compensatory plan or
arrangement.
.
.
.
14
.
.
--
.
(b) Current Reports on Form 8-K filed during the quarter ended
December 31, 1998:
A Current Report on Form 8-K, dated October 13, 1998, was
filed regarding certain charges taken in the third quarter of
1998.
A Current Report on Form 8-K, dated October 21, 1998, ~
filed regarding Bell Atlantic's third quarter 1998 financial
results.
A Current Report on Form 8-K, dated October 26, 1998, was
filed on behalf of ~e, Bell Atlantic Savings and Security Plan
(Non Salaried Employees) regarding a change in the Plan's
independent accountants.
,",
A Current Report on Form 8-K, dated October 26, 1998, was
filed on behalf of the Bell Atlantic Savings and Plan for Salaried
Employees regarding a change in the Plan's independent
accountants.
A Current Report on Form 8-K, dated October 26,1998, was
filed on behalf of the NYNEX Corporation Savings and
Security Plan (Non-Salaried Employees) regarding a change
in the Plan's independent accountants.
A Current Report on Form 8-K, dated October 28, 1998, was
filed regarding certain statements made at a Bell Atlantic
Analyst Conference on October 28,1998.
-.-.-
ignatures
.
rsuant to the requirements of Section 13 or 15( d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
ned on its behalf by the undersigned, thereunto duly authorized.
Bell Atlantic Corporation
By /s/ Doreen A. Toben
Doreen A. Toben
.;.; Vice President-Controller
Lrch 29, 1999
rsuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
, registrant and in the capacities and on the date indicated.
ncipa! Executive Officer:
n G. Seidenberg
Chainnan of the
Board and Chief
Executive Officer
ncipa! Financial Officer:
deric V. Salerno
Senior Executive Vice
President and Chief
Financial Officer/Strategy and
Business Development
Vice President-Controller
.
ncipa! Accounting Officer:
reen A. Toben
'ectors:
\'J'eIlce T. Babbio, Jr.
hard L Carrion
les G. Cullen
iewijk J.R de Vmk
les H. Gilliam, Jr.
mey P. Goldstein
,ene L Kaplan
>mas H. Kean
:abeth T. Kennan
n F. Maypole
__ ~h Neubauer
>mas H. O'Brien
:hard Pfeiffer
gh B. Price
~e L. Ridgway
deric V. Salerno
n G. Seidenberg
Iter V. Shipley
n R. Stafford
,rrison DeS. Webb
rley Young
By /s/ Doreen A. Toben
Doreen A. Toben
(individually and as
attorney-in-fact)
Marcl129,1999
~. -I:.
.
.
.
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.
......
Index to Financial Information
Management's Discussion and Analysis of Results of Operations
and Financial Condition
_N_
F-2
F-21
F-22
F-23
F-24
F-2S
1=-26
1"-51.
1"-51
~.-
F-S2
Selected Financial Data
Consolidated Statements of Income
For the years ended December 31,1998,1997 and 1996
Consolidated Balance Sheets
December 31, 1998 and 1997
Consolidated Statements of Changes in Shareowners' Investment
For the years ended December 31. 1998, 1997 and 1996
Consolidated Statements of Cash Flows
For the years ended December 31,1998,1997 and 1996
Notes to Consolidated Financial Statements
Report of Management
Report of Independent Accountants
Schedule II-Valuation and Qualifying AccounlS
For the years ended December 31. 1998, 1997 and 1996
Financial statement schedules other than that listed above have been omitted because such schedules are
not required or applicable.
Overview
1998 marked a year in which we achieved very solid financial results
Nhile continuing to position ourselves for entry into new markets in
:elecommunications. Our results were driven by strong market
:iemand for voice and data services in our Domestic Telecom business
md robust operating performance by our Global Wireless group.
[n 1998, we reported net income of $2,965 million, or $1.86 diluted
~arnings per share. In 1997, we reported net income of $2,455
nillion or $1.56 diluted earnings per' share, and in 1996 we reported
let income of $3.402 million or $2.18 diluted earnings per share.
Jur reported results for all three years were affected by special
terns. After adjusting for such items, net income would have been
&4,323 million or $2.72 diluted earnings per share in 1998, $3,847
nillion or $2.45 diluted earnings per share in 1997, and $3,474
nillion or $2.23 diluted earnings per share in 1996. The table below
;ummarizes reported and adjusted results of operations for 1998,
1997 and 1996.
(DOLLARS IN MILUONS)
___u 1998 :L996
)perating revenues $ 31.566 $29.155
)perating expenses 24.939 23.076
)perating income 6.627 6,079
blported Net IncGme 2.965 3.402
)pecial items-pre-tax
Merger.related costs 196 519
Retirement incentive costs 1.021 513 236
Other charges and special items 589 1.041 315
'otal special items-pre-tax 1.806 2.073 551
Tax effect and other tax-related items (448) (681) (206)
Cumulative effect of change in
accounting principle. net of tax (273)
'otal special items-after.tax 1.358 1.392 72
~usted Net Income $ 4.323 $ 3.847 $ 3.474
)luted EamIngs Per Sllare-Reported $ 1.86 $ 1.56 $ 218
'1Iuted E8mIngs Per Sllare-Adjustecl $ 2.72 $ 2.45 $ 2.23
\II prior year per share amounts have been adjusted to reflect a two-
or-one common stock split on June 1, 1998.
.;::"
The following table shows how special items are reflected in our .
consolidated statements of income for each 'of the three years:
(DOLLARS IN MILLIONS)
_ _ DECEMBER 31 1998 2.996
Operating Revea.s
Regulatory contingencies $ $ 132
Employee Costs
Retirement incentive costs 1.021 513 236
Merger direct incre~~tal costs 53
Merger severance costs 223
Merger transition costs 15 4
Video-related charges 12
Other special items 30 41
Depreciation and Amortlmtion
Write-down of assets 40 300 19
Other OperlItIng Expenses
Merger direct incremental costs 147
Merger transition costs 181 92
Video-related charges 15 69
Real estate consolidation 55
Regulatory. tax and legal contingencies
and other special items 9 347 171
1.311 1.815 467
(Income) Loss FnIm
Unconsolidated BusInesses .
Write-down of Asian investments 485
Write-down of video investments 8 162
EQuity share of CWC formation costs 59
Gains on sales of investments (142) (60)
Other Income and Expense, net
Write-down of assets (45) 12
Interest Expense
Write-down of assets 47
Total SpecIaIItems-Pre-Tax 1.806 2.073 551
ProvIsIon for Income Taxes
Tax effect of special items and
other tax-related items (448) (681) (206)
Cumulative effect of change in
accounting principle-directory
publishing. net of tax ~
Total SpeclaIItems-After.Tax $ 1.358 $ 1.392 $ 72
.
ana ernen S Iscusslon an na YSIS , " , r
.
.
-,
.
What follows is a further explanation of the nature and timing of
these special items.
~ ..rgeH.1ated Costs
In connection with the Bell Atlantic-NYNEX merger, which was .
completed in August 1997, we recorded pre-tax costs totaling S196
million in 1998 and $519 million in 1997.
In 1998, merger-related charges of $196 million were for transition
and integration costs. In 1997; merger-related charges consisted of $96
million for transition and integration costs, S200 million for direct
inaemental costs and $223 million for employee severance costs.
Transition and integration costs represent costs associated with inte-
grating the operations of Bell Atlantic and NYNEX, such as systems
modifications costs, advertising and branding costs, and costs asso-
ciated with the elimination and consolidation of duplicate facilities,
relocation and training. Transition and integration costs are
expensed as incurred. Direct incremental costs consist of expenses
associated with completing the merger tranSaCtion, such as profes-
sional and regulatory fees, compensation arrangements and share-
owner-related costs.
Employee severance costs, as recorded under SFAS No. 112,
"Employers' Accounting for Postemployment Benefits," represent
benefit costs for the separation by the end of 1999 of approximately
3,100 management employees who are entitled to benefits under
pre-existing separation pay plans. During 1997 and 1998, 245 and 856
management employees were separated with severance benefits.
Merger-related costs were comprised of the following amounts in
1998 and 1997:
___31
2.998
(DOu.ARS IN MILUONS)
1997
Transition and IntepatIon Costs
Systems modificatiOns
Advertising
Branding
Relocation. training and other
Total Transition and 1~..tIuft Costs
DIrect Inc:remental Costs
Professional services
Compensation arrangements
Shareowner-related
Registration and other regulatory
Taxes and other
Total DIrect Incremental Costs
EnqaIoyee Selerance Casts
Total Merger-relatecl Costs
$ 149
20
11
16
196
$ 36
48
12
96
80
54
16
18
32
200
223
$ 519
$ 196
We expect to incur between S100 million and $200 million
(pre-tax) in transition and integration costs over the next 12 to 18
months to complete our transition efforts. You can find additional
information on merger-related costs in Note 2 to the consolidated
financial statements.
I Retirement Inc.ntiv. Costs
In 1993, we announced a restructuring plan which included an
accrual of approximately $1.1 billion (pre-tax) for severance and
postretirement medical benefits under an involuntary force reduc-
tion plan. Beginning in 1994, retirement incentives have been
offered under a voluntary program as a means of implementing
substantially all of the work force reductions planned in 1993.
Since the inct1)tion of the retirement incentive program, we record-
ed additional costs totaling approximately $3.0 billion (pre-tax)
through December 31, 1998. These additional costs and the corre-
sponding number of employees accepting the retirement incentive
offer for each year ended December 31 are as follows:
(DOLLARS IN MILLIONS)
- Amount Employees
1994 $ 694 7.209
1995 515 4.759
1996 236 2.996
1997 513 4.311
1998 1.021 7.299
$ 2.979 26.574
The additional costs are comprised of special termination pension
and postretirement benefit amounts, as well as employee costs for
other items. These costs have been reduced by severance and postre-
tirement medical benefit reserves established in 1993 and trans-
ferred to the pension and postretirement benefit liabilities as
employees accepted the retirement incentive offer. The remaining
severance and postretirement medical reserve balances totaled $93
million at December 31, 1997 and were fully utilized at December
31, 1998. The retirement incentive program covering management
employees ended on March 31, 1997 and the program covering asso-
ciate employees was completed in September 1998. You can find
additional information on retirement incentive costs in Note 15 to
the consolidated financial statements.
I otber Cbarg.. and Speclalltenas
l
~.-
YEAR 1998
During 1998, we recorded other charges and special items totaling
S589 million in connection with the write-down of Asian invest-
ments and obsolete or impaired assets, and for other special items
arising during the year. The remaining liability associated with these
charges was $8 million at December 31, 1998. These charges are
comprised of the following significant items.
ASIAN INVESTMENTS
In the third quarter of 1998, we recorded pre-tax charges of 5485
million to adjust the carrying values of two Asian investments -
TelecomAsia, a wireline investment in Thailand, and Excelcomindo,
a wireless investment in Indonesia. We account for these invest-
ments under the cost method.
Management's Discussion and Analysis
fhe charges were necessary because we determined that the decline
n the estimated fair values of each of these investments was other
:han temporary. We determined the fair values of these investments
,y discounting estimated future cash flows.
:n the case of TelecomAsia, we recorded a charge of $348 million to
ldjust the carrying value of the investment to its estimated fair value.
tNe considered the following factors in determining this charge:
The continued weakness of the Thai currency as compared to
historical exchange rates will place additional financial burdens
on the company in servicing U.S. Ciollar-denominated debt.
The economic instability and prospects for an extended recovery
period have resulted in weaker than expected growth in
TelecomAsia's business. This is indicated by slower than expected
growth in total subscribers and usage. These factors resulted in
reduced expectations of future cash flows and, accordingly, a
reduction in the value of our investment.
--
The business plan for TelecomAsia contemplated cash flows from
several lines of business. Given TelecomAsia's inclination to focus
on its core wireline business, these other lines of business may not
contribute future cash flows at previously expected levels.
[n the case of Excelcomindo, we recorded a charge of $137 million
to adjust the carrying value of the investment to its estimated fair
...alue. We considered the following factors in determining this
:harge:
The continued weakness of the Indonesian currency as compared
to historical exchange rates will place additional financial burdens
on the company in servicing U.S. dollar-denominated debt. The
continuing political unrest in Indonesia has contributed to the
currency's instability.
The economic instability and prospects for an extended recovery
period have resulted in weaker than expected growth in Excel-
comindo's business. One significant factor has been inflexible
tariff regulation despite rising costs due to inflation. This and
other factors have resulted in reduced expectations of future cash
flows and, accordingly, a reduction in the value of our investment.
Issues with cash flow are requiring Excelcomindo's shareholders
to evaluate the future funding of the business.
We will continue to monitor the political, economic and financial
aspects of our remaining investments in Thailand and Indonesia, as
well. as other investments. The book value of our remaining Asian
investments was approximately $210 million at December 31,1998.
Should we determine that any further decline in the fair values of
these investments is other than temporary, the impact could be
material to our results of operations.
VIDEO-RELATED CHARGES
In 1998, we recorded pre-tax charges of $23 million primarily relat-
ed to wireline and other nonsatellite video initiatives. We made a
strategic decision in 1998 to focus our video efforts on satellite
service being offered in conjunction with DirecTV and USSB. We
communicated the decision to stop providing wireline video services
to subscribers and offered them the opportunity to subscribe to the
satellite-based video service that we introduced in 1998. In the third
quarter of 1998, we decided to dispose of these assets by sale or
abandonment, and we conducted an impairment review' under the
requirements of SFAS No. 121,"Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." We
based our estimate on an estimate of the cash flows expected to
result from the use of the assets prior to their disposal and the net
proceeds (if any) expected to result from disposal. We are currently
providing video service exclusively in conjunction with our arrange-
ments with DirecTV and USSB.
.
WRITE-DOWN OF ASSETS AND OTHER ITEMS
Results for 1998 also included a pre-tax charge, net of minority
interest, of $42 million for the write-down of fixed assets (primarily
buildings and wireless communications equipment) and capitalized
interest associated with our Mexican wireless investment-Grupo
Iusacell, S.A. de C.V. (Iusacell). These assets relate to IusacelI's trial
of fixed wireless service provided over the 450 MHz frequency.
While continuing this trial, Iusacell is considering whether or not to
pursue its rights to acquire 450 MHz licenses for other areas. lusacell
believes that the capability of the CDMA technology and the success
it has had with its deployment indicate that impairment exists with
respect to assets related to the 450 MHz technology. Iusacell is
currently providing service over the 450 MHz spectrum and has
concluded that the carrying amount of these assets exceeds the sum
of the estimated future cash flows associated with the assets. We
recognized an impairment loss under the provisions of SFAS No.
121. It is currently anticipated that the 450 assets will remain in
service until at least the third quaner of 1999, at which point a deci-
sionon overall strategy will be made. We account for our lusacell
investment as a fully consolidated subsidiary.
Other items arising in 1998 included charges totaling $39 million
principally associated with the settlement of labor contracts in
August 1998.
.
YEAR 2.997
During 1997, we recorded other charges and special items totaling
$1,041 million in connection with consolidating operations and
combining organizations, and for other special iteniS arising d.wriRg
the year. You can find additional detail about these accrued liabilities
in Note 2 to the consolidated financial statements.
VIDEO.RELATED CHARGES
In 1997, we recognized total pre-tax charges of $243 million related
to certain video investments and operations. We determined that we
would no longer pursue a multichannel, multipoint, distribution
system (MMDS) as part of our video strategy. As a result, we recog-
nized liabilities for purchase commitments associated with the
MMDS technology and costs associated with closing the operations
of our Tele- TV partnership because this operation no longer
supports our video strategy. We also wrote-down our remaining
investment in eAI Wireless Systems, Inc.
.
_ ana ernen S IscusSlon an na YSIS w .; . l' J
.
.
.
WRITE-DOWN OF ASSETS AND REAL ESTATE CONSOLIDATION
In the third quarter of 1997. we recorded pre-tax charges of $355
million for the write-down of obsolete or impaired fixed assets and
for the cost of consolidating redundant real estate properties. As part
of our merger integration planning, we reviewed the carrying values
of long-lived assets. This review included estimating remaining useful,
lives and cash flows and identifying assets to be abandoned. In the
case of impaired assets, we analyzed cash flows related to those assets
to determine the amount of the impairment. As a result of these
reviews, we recorded charges of $275 million for the write-off of some
assets and $25 million for the impairment of other assets. These assets
primarily included computers and other equipment used to transport
data for internal purposes, copper wire used to provide telecommuni-
cations service in New York. and duplicate voice mail platforms. None
of these assets are being held for disposal. At December 31, 1998, the
impaired assets had no remaining carrying value.
In connection with our merger integration efforts, we consolidated
real estate properties to achieve a reduction in the total square
footage of building space that we utilize. We sold properties,
subleased some of our leased facilities and terminated other leases,
for which we recorded a charge of $55 million in the third quarter of
1997. Most of the charge related to properties in Pennsylvania and
New York, where corporate support functions were consolidated
into fewer work locations.
REGULATORY, TAX AND LEGAL CONTINGENCIES AND OTHER SPECIAL ITEMS
In 1997, we also recorded reductions to operating revenues and
charges to operating expenses totaling $526 million (pre-tax), ~ch
consisted of the following items:
. Revenue reductions consisted of $179 million for federal regula-
tory matters. These matters relate to specific issues that are
currently under investigation by federal regulatory commissions.
We believe that it is probable that the ultimate resolution of these
pending matters will result in refunds to our customers.
. Charges to operating expenses totaled $347 million and consisted
of $75 million for interest on federal and other tax contingencies;
$55 million for other tax matters; and $52 million for legal contin-
gencies and a state regulatory audit issue. These contingencies
were accounted for under the rules of SFAS No.5. "Accounting for
Contingencies." These charges also included $95 million related to
costs incurred in standardizing and consolidating our directory
businesses and $70 million for other post-merger initiatives.
Other charges arising in 1997 included $59 million for our equity
share of fonnation costs previously announced by Cable & Wu-eless
Communications pic (CWC). We own an 18.5% interest in CWC and
account for our investment under the equity method of accounting.
In 1997, we recognized pre-tax gains of $142 million on the sales of
our ownership interests of several nonstrategic businesses. These
gains included $42 million on the sale of our interest in Sky
Network Television Limited of New Zealand (SkyTV); $54 million
on the sale of our 33% stake in an Italian wireline venture.
Infostrada; and 546 million on the sale of our two-sevenths interest
in Bell Communications Research. Inc. (Bellcore).
YEAR 1996
In 1996. we recorded other charges and special items totaling $315
million. consisting of $334 million in connection with regulatory and
legal contingencies and for costs associated with asset and investment
dispositions and $41 million for actuarially determined costs of a
benefit plan amendment. These charges were partially offset by a net
gain of $60 million on the sale of a nonstrategic investment.
Effective January 1. 1996. we changed our method of accounting for
directory publishing revenues and expenses. We adopted the
point-of-pUblication method, meaning that we now recognize direc-
tory revenues and expenses upon publication rather than over the
lives of the directories. We recorded an after-tax increase in income
of $273 million, represe:1ting the cumulative effect of this change in
accounting principle.
Segmental Results of Operations
We have four reportable segments, which we operate and manage as
strategic business units and we organize by products and services.
Our segments are Domestic Telecom. Global Wireless, Directory and
Other Businesses. You can find additional information about our
segments in Note 17 to the consolidated financial statements.
We measure and evaluate our reportable segments based on adjust-
ed net income. which excludes undistributed corporate expenses
and special items arising during each period. Special items are trans-
actions that management has excluded from the business units'
results, but has included in reported consolidated earnings. We
previously described these special items in the Overview section.
The effect of these special items on each of the segment's reported
net income is provided in the following table:
(CCLLARS IN M"LIONSI
___31 1998 1996
DomestIc Telecom
Reported net income $ 2.383 $ 2.413
Special items 790 377
Adjusted net income $ 3.173 $ $ 2.790
Global WUeIess
Reported net income $ 50 $ 113 $ 73
Special items 178 (18L-.- 7
Adjusted net income $ 228 S 95 S 80
DiIectory
Reported net income $ 662 S 564 S 855
Special items 22 93 (270)
Adjusted net income $ 684 $ 657 $ 585
Otber BusInesses
Reported net income $ (231) $ 28 $ 57
Special items 366 20 (45)
Adjusted net income $ 135 $ 48 $ 12
R_1dIIng Items
Reported net income $ 101 $ (266) $ 4
Special items 2 320 3
Adjusted net income $ 103 $ 54 $ 7
Reconciling items consist of corporate operations and intersegment eliminations.
Management's DIscussion an na YSIS , '. :~
DoInestic Telecom
)ur Domestic Telecom segment consists primarily of our nine oper-
.ting telephone subsidiaries that provide local telephone services from
..1aine to Virginia including voice and data t!ansport, enhanced and
:ustom calling features, network access, directory assistance, private
ines and public telephones. This segment also provides customer
'remises equipment distribution, systems integration, billing and
:ollections, and Internet access services. Domestic Telecom represents
he aggregation of our domestic wireline business units (consumer,
:nterprise, general, and network services), which focus on specific
narkets to inaease revenues and customer satisfaction.
EARS ENDED DECEMBER 31 (DOLLARS IN MILLIONS)
re.dta of OpendIonI-Adjusted Balls 1998 1996
)peratIng Revenues
.ocaI services $ 13.882 $ 12,627
~etwork access services 7,656 7.247
.ong distance services 1.929 2.374
mcillary services 2,090 1.888
25,557 24,136
)peratIng Expenses
:mployee costs 7,298 7,436 7,679
)epreciation and amortization 5,195 4,990 4,911
:>tiler operating expenses 7,047 6,696 6,262
19,540 19.122 18,852
)peratIng Income $ 6.017 $ 5.687 $ 5.284
ncome (Loss) From
Unconsolidated BusIrI5ses $ 27 $ (14) $ (72)
~usted Net Income $ 3.173 $ 2,993 $ 2.790
l)PERATING REVENUES
LOCAL SERVICES
Local services revenues are earned by our operating telephone
subsidiaries from the provision of local exchange, local private line,
public telephone (pay phone) and value-added services.
Value.added services are a family of services. which expand the
utilization of the network. These services include products such as
"" Caller ID, Call Waiting and Return Call.
2.998 DomestIc Telecom Revenue Components
Local
54%
Long Distance
8%
Ancillary
8%
NetWOrk Access
30%
Growth in local services revenues of $626 million or 4.7% in 1998
and $629 million or 5.0% in 1997 was primarily due to higher usage
of our network facilities. This growth was generated. in part, by an
increase in access lines in service of 4.3% in 1998 and 3.7% in 1997.
Access line growth primarily reflects higher demand for Centrex
services and an increase in additional residential lines. Higher
revenues from private line and switched data services also
contributed to the revenue growth in both years.
Our local services re~nues were boosted in both 1998 and 1997 by
increased customer demand and usage of our value-added services
.and the implementation of new charges to carriers resulting from
pay phone deregulation in April 1997.
In 1998. revenue growth from these factors was partially offset by price
reductions on certain local services and the elimination of Touch-Tone
service charges by several CJf our operating telephone subsidiaries.
You can find additional information on the Telecommunications Act
of 1996 (1996 Act) and its impact on the local exchange market
under "Other Factors That May Affect Future Results."
.
Access Unes by category
Residence
63%
.
36%
4S..6 mHllon
/IIETWORK ACCESS SERVICES
Network access services revenues are earned from end-user
subscribers and long distance and other competing carriers who use
our local exchange facilities to provide usage services to their
customers. Switched access revenues are derived from fixed and
usage-based charges paid by carriers for access to our local network.
Special access revenues originate from carriers and end-users that
buy dedicated local exchange capacity to support their private
networks. End-user access revenues are earned from our customers
and resellers who purchase retail dial-tone services. o'
--..-
Our network access services revenues grew 5316 million or 4.3% in
1998 and $93 million or 1.3% in 1997. This growth was mainly attrib.
utable to higher customer demand, as reflected by growth in access
minutes of use of 7.80/0 in 1998 and 7.3% in 1997. Volume growth also
reflects a continuing expansion of the business market, particularly
for high-capacity services. In 1998, we saw an increasing demand for
special access services as a result of a greater utilization of the network
by Internet service providers and other high-capacity users. Higher
network usage by alternative providers of intraLATA toll services and
higher end-user revenues attributable to an increase in access lines in
service also contributed to revenue growth in both years. Volume-
related growth was partially offset in both years by net price reduc-
tions mandated by federal and state price cap and incentive plans.
.
.
.
-::
.
Access Minutes of Use
11 'l
1996 1997 1998
_...~n ..... _.-....u .....--
The Federal Communications Commission (FCC) regulates the
rates that we charge long distance carriers and end-user subscribers
for interstate access services. We are required to file new access rates
with the FCC each year, under the rules of the Price Cap Plan. We
implemented price decreases for interstate access services of approx-
imately $63 million on an annual basis for the period July 1996
through June 1997 and approximately $430 million on an annual
basis for the period July 1997 through June 1998.
In July 1998, we implemented price decreases of approximately $175
million on an annual basis. The rates include amounts necessary to
recover our operating telephone subsidiaries' contribution to the
FCC's universal service fund. The FCC has created a multi-billion
dollar interstate fund to link schools and libraries to the Internet
and to subsidize low-income consumers and rural healthcare
providers. Under the FCC's rules, all providers of interstate telea>m-
munications services must contribute to the fund. The subsidiaries'
contributions to the universal service fund are included in Other
Operating Expenses.
Beginning in the third quarter of 1998, access charges on intrastate
toll calls in New York were reduced by $94 million annually due to a
New York State Public Service Commission order. This reduction is,
in part, an acceleration of access revenue reductions expected under
the New York Performance Regulation Plan and, in addition, will be
partially offset by increased revenues from the federal universal
service fund. In January 1999, rates were further reduced by approxi-
mately $18 million on an annual basis to reflect lower required contri-
butions to the FCC's universal service fund. The rates included in our
July 1998 and January 1999 filings will be in effect through June 1999.
You c..n find additional information on FCC rulemakings concerning
price caps. access charges and universal service under "Other Factors
That May Affect Future Results-Recent Developments-FCC"
LONG DISTANCE SERVICES
Long distance services revenues are earned primarily from calls
made outside a customer's local calling area, but within the same
service area of our operating telephone subsidiaries (intraLATA
toll). Other long distance services that we provide include 800
services, Wide Area Telephone Service (WATS), corridor services
and long distance services outside of our region.
Declines in long distance services revenues of $261 million or 11.9%
in 1998 and $184 million or 7.8% in 1997 were caused by two
factors. First, we implemented presubscription for intraLATA toll
services during 1997 in most states throughout the region. In these
states, customers may now use an alternative provider of their
choice for intraLATA toll calls without dialing a special access code
when placing a call. The relative effect of presubscription on long
distance revenues was lower in the second half of 1998, as a result of
presubscription being available in most of our states for more than
one year. The adverse impact on long distance services revenues as a
result of presubscription was partially mitigated by increased
network access services revenues for usage of our network by these
alternative providers. Second, we implemented customer win-back
and retentiori..:initiatives that included toll calling discount packages
and product bundling offers. These revenue reductions were partial-
ly offset by higher calling volumes generated by an increase in access
lines in service.
Our operating telephone subsidiaries in Maryland and Virginia expect
to offer presubscription no later than coincident with our offering of
interLATA long distance services in those states, or earlier if so
ordered by state or federal regulators. Our operating telephone
subsidiary in Massachusetts expects to offer presubscription in April
1999. We believe that competition for long distance services, including
competitive pricing and customer selection of alternative providers of
intraLATA and interLATA toll services in the states currently offering
presubscription, will continue to affect revenue trends. You can find
additional information on presubsaiption under "Other Factors That
May Affect Future Results-Competition-IntraLATA Toll Services."
ANCILLARY SERVICES
Our ancillary services include such services as billing and collections
for long distance carriers, systems integration, voice messaging,
Internet access, customer premises equipment and wiring and main-
tenance services.
Revenues from ancillary services grew $67 million or 3.3% in 1998
and $135 million or 7.2% in 1997 due principally to new contracts
with business customers for systems integration services and higher
demand for voice messaging, billing and collections and Internet
access services. Revenues earned from our customer premises
services declined in 1998, while in 1997 revenues from these services
grew over the prior year.
OPERATING EXPENSES
EMPLOYEE COSTS --_
Employee costs, which consist of salaries, wages and o~iemployee
compensation, employee benefits and payroll taxes, declined in 1998
by 5138 million or 1.9% and in 1997 by $243 million or 3.2%. These
reductions were largely anri~utable to lower pension and benefit
costs in both years. A number of factors contributed to these cost
reductions, including favorable pension plan investment returns,
lower than expected retiree medical claims, and plan amendments
including the conversion of a pension plan to a cash balance plan.
Effective January 1. 1998, we established common pension and
savings plan benefit provisions for all management employees. As a
result, all former NYNEX management employees receive the same
benefit levels as previously given under Bell Atlantic management
benefit plans. This change included the conversion of the NYNEX
management pension plan to a cash balance plan.
::>ther items contributing to the decreases, but to a lesser extent,
were lower work force levels in 1998 and lower overtime pay for
repair and maintenance activity in 1997.
Employees per :10,000 Access Unes
I 1- I
1996 1997 1998
These cost reductions were partially offset by salary and wage
increases in both years. In 1998, we executed new contracts with
unions representing associate employees. The new contracts provide
for wage and pension increases and other benefit improvements as
described below:
-:.
. The wages, pension and other benefits for our associate employees
are negotiated with unions. During 1998, we entered into new 2-
year contracts with the Communications Workers of America
(CWA), representing more than 73,000 associate workers and with
the International Brotherhood of Electrical Workers (IBEW),
representing approximately 13,000 aSsociate workers in New York
and the New England sutes. These contracts, which expire in
August 2000, provide for wage increases of up to 3.8 percent effec-
tive August 1998, and up to 4 percent effective August 1999. Over
the course of this two-year contract period. pension increases will
range from 11 percent to 20 percent. The contracts also include
cash payments, working condition improvements, and continua-
tion of certain employment security provisions.
. We also entered into a two-year extension of contracts with the
IBEW, representing approximately 9,000 associate members in
New Jersey and Pennsylvania. These contracts, which expire in
August 2002, provide for wage increases of 4.8 percent in April
1999,3 percent in May 2000, and 3 percent in May 2001. Pensions
will increase by a total of 11 percent for the years 1999-2001, and
there will be ituprovements in a variety of other benefits and
working conditions.
DEPRECIATION AND AMORTIZATiON
Depreciation and amortization expense increased $205 million or
4.1 % in 1998 and $79 million or 1.6% in 1997 principally due to
growth in depreciable telephone plant and changes in the mix of
plant assets. Depreciable telephone plant increased in 1998 by 2.8%,
compared to 1.8% in 1997 principally as a result of increased capital
expenditures to support the expansion of our network. These
expense increases were partially offset by the effect of lower rates of
depreciation.
OTHER OPERATING EXPENSES
The rise in other operating expenses of $351 million or 5.2% in
1998 and $434 million or 6.9% in 1997 was due to higher costs at
our operating telephone subsidiaries. These increases were primarily
attribuuble to higher interconnection payments to competitive local
exChange and other carriers to terminate calls on their networks of
approximately $175 million in 1998 and $55 million in 1997, and
additional Year 2000 readiness costs of approximately $70 million in
1998 and $20 million in 1997.
"
The higher payments for termination of calls to competitive carriers'
networks were the result of state regulatory decisions requiring us to
pay "reciprocal compensation" for the large volume of one-way traffic
from our customers to customers of other carriers, primarily calls to
Internet service providers. On February 26, 1999, the FCC confirmed
that such traffic is interstate and interexchange in nature and not
subj~ to the reciprocal compensation requirements of the 1996 Act.
Because previous sute commission decisions were based upon a view
that Internet access calls are "local" rather than intersUte and interex-
change, we have asked the state commissions to revisit their prior
interpretations. Unless state regulators follow the FCC's decision,
these reciprocal compensation payments are expected to grow to
approximately $350 million in 1999.
We also recognized additional costs in 1998 as a result of our contri-
bution to the federal universal service fund, as described earlier in
the discussion of "'Network Access Services Revenues." Costs associ-
ated with opening our network to competitors, including local
. number portability, declined by $85 million in 1998, compared to an
increase ofS165 million in 1997. Other operating expenses were also
affected in both years, but to a lesser extent, by higher material
purchases to support the network. Higher marketing and advertising
costs also contributed to the expense increase in 1997.
The cost increase in 1998 was partially offset by lower taXeS other
than income due to the effect of a change in New Jersey sute tax law.
This state tax law change, which became effective January 1, 1998,
repealed the gross receipts tax for our operating telephone subsidiary
in New Jersey and replaced it with a net income-based tax.
INCOME (LOSS) FROM UNCONSOLIDATED BUSINESSES
The change in income (loss) from unconsolidated businessej in
both years was primarily due to the effect of the dispositi~of our
video operations in the third quarters of 1998 and 1997.
.
.
.
ana ernen S Iscusslon an na Y IS CC'T< , ~
. I :--11- w;...... I
Our Global Wireless segment consists of our wireless telecommuni-
cations services to customers in 24 states in the United States and,
foreign wireless investments servicing customers in Latin America,
Europe and the Pacific Rim.
YEARS ENDED DECEII8ER 31 (DOLLARS IN MILLIONS)
ResaIts of OpenItIons-AcIJustecI BasIs 1998 1997 1996
Operating Revenues
Wireless services revenues $ 3.798 $ 3.347 $ 2.684
Operating Expenses
Employee costs 548 490 395
Depreciation and amortiZation 592 481 303
Other operating expenses 1.942 1.742 1,465
3.082 2,713 2.163
OperatIng IRcome $ 716 $ 634 $ 521
Loss from UnconsoIkIated
BusInesses $ (96) $ (196) $ (141)
Adjusted Net Income $ 228 $ 95 $ 80
.
In the first quarter of 1997, we consummated a restructuring of our
investment in Iusacell, a Mexican wireless company, to permit us to
assume control of the Board of Directors and management of
Iusacell. As a result of the restructuring, we changed the accounting
for our Iusacell investment from the equity method to full consoli-
dation in the first quarter of 1997. You can find more information
about Iusacell in Note 4 to the consolidated financial statements.
-:.
OPERATING REVENUES
Revenues earned from our consolidated wireless businesses grew
5451 million or 13.5% in 1998 and 5663 million or 24.7% in 1997.
This revenue growth was largely attributable to our domestic cellu-
lar subsidiary, Bell Atlantic Mobile, which contributed 5383 million
to revenue growth in 1998 and 5448 million to revenue growth in
1997. This growth was principally due to more customers and
increased usage of our domestic wireless services. Our domestic
cellular customer base grew 15.8% in 1998 and 21.4% in 1997.
Volume-related revenue growth in both years was partially offset by
the effect of competitive pricing factors. Total revenue per
subscriber by our domestic cellular operations was 550.84 in 1998,
553.15 in 1997 and 557.83 in 1996.
Bell Atlantic MobIle customers (in thOusandS)
.
6.201
'[ I
1996 1997 1998
.....~_..... _.w ....-.:_...... ....
4,410
I
Higher revenues of 563 million from Iusacell also contributed to
revenue growth in 1998. The consolidation of Iusacell contributed
5228 million to wireless services revenues in 1997.
OPERATING EXPENSES
EMPLOYEE COSTS
Employee costs at our wireless subsidiaries increased by 558 million
or 11.8% in 1998 and $95 million or 24.1% in 1997 principally as a
result of higher work force levels. The number of employees at Bell
Atlantic Mo...1?,ile grew by approximately 500 or 7.0 % in 1998 and by
760 or 11.7% in 1997. The effect of consolidating Iusacell also
contributed 539 million to the expense increase in 1997.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased by 5111 million or
23.1% in 1998 and $178 million or 58.7% in 1997. These increases
were mainly attributable to growth in depreciable domestic cellular
plant. The effect of consolidating Iusacell also contributed 544
million to the expense increase in 1997.
OTHER OPERATING EXPENSES
Other operating expenses increased by 5200 million or 11.5% in
1998 and 5277 million or 18.9% in 1997 principally due to increased
service costs at Bell Atlantic Mobile, including higher roaming
payments to wireless carriers and additional cost of equipment.
Higher marketing and advertising costs also contributed to the rise
in other operating expenses in both years. Iusacell's operating costs
increased by 558 million in 1998 as a result of higher service costs
and the effect of consolidating Iusacell added 5180 million to other
operating expenses in 1997.
Bell AtIaatlc MoIIlle ModIIy Cash Expense per Subscriber
531
I I
1996 1997
524
I
1998
LOSS FROM UNCONSOUDATED BUSINESSES -
--:-..-
The change in loss from unconsolidated businesses in-1998 oU100
million was principally due to improved operating results from our
investments in Omnitel Pronto ltalia S.p.A. (Omnitel), an interna-
tional wireless investment, and PrimeCo Personal Communications,
L.P. (PrimeCo), a personal communications services (PCS) joint
venture.
In 1997, higher equity losses from unconsolidated businesses of $55
million were primarily attributable to our PrimeCo investment. In
November 1996, PrimeCo launched commercial service in 16 major
cities throughout the country, expanding its PCS service to over 30
cities by the end of 1998. Results for 1997 were positively affected by
the consolidation of lusacell and improved operating results from
Omnitel.
cash Flows Used In Investing Activities
apital expenditures continued to be our primary use of capital
$ources. The majority of the capital expenditures were to support
ur Domestic Telecom business in order to facilitate the introduc-
on of new products and services, enhance responsiveness to
:>mpetitive challenges, and increase the operating efficiency and
roductivity of the netWork. We invested approximately $6.4 billion
1 1998, $5.5 bilIion in 1997 and $4.9 billion in 1996 in our
lomestic Telecom business. We aho invested in our Wireless,
>irectory and Other Businesses approximately $1.0 billion in 1998,
1.1 billion in 1997 and $1.5 billion in 1996. We expect capital
xpenditures in 1999 to total approximately $8.1 billion, including
pproximately $7.3 billion to be invested in our Domestic Telecom
.usiness. This estimate includes approximately $500 million related
o the implementation of the new accounting standard on costs of
'omputer software, Statement of Position (SOP) No. 98-1,
Accounting for the Costs of Computer Software Developed or
)btained for Internal Use." You can find additional information on
;OP No. 98-1 under "Other Matters-Recent Accounting
>ronouncements-Costs of Computer Software."
capital Expenditures
$7,4 B
56.4 B
se.6 B
I I I
1996 1997 1998
. Domest,c Telecom ' w;reless and OtIler
We continue to make substantial investments in our unconsolidated
businesses. During 1998, we invested $603 million, which included a
cash payment of $ 162 million to increase our ownership interest in
Omnitel from 17.45% to 19.71%. In 1998, we also invested $301
million in PrimeCo to fund the build-out and operations of its PCS
network and $140 million in our lease financing businesses. In 1997,
cash investing activities in unconsolidated businesses totaled $833
__ million and included $426 million in PrimeCo, $138 million in
FLAG and $269 million in leasing and other partnerships. During
1996. we invested $257 million in PrimeCo, $315 million in
Omnitel, primarily to increase our ownership interest, $224 million
in other international telecommunications investments and $275
million in leasing and other partnerships.
Our short-term investments include principally cash equivalents
held in trust accounts for the payment of certain employee benefits.
We invested $1,028 million in 1998, $844 million in 1997 and $418
million in 1996 principally to pre-fund vacation pay and associate
health and welfare benefits. In 1998 and 1997, we increased our pre-
funding to cover employees of the former NYNEX companies.
Proceeds from the sales of all short-term investments were $968
million in 1998, $427 million in 1997 and $133 million in 1996.
In 1998, we received cash proceeds of $637 million in connection
with the disposition of investments. These proceeds included $564
million associated with Viacom's repurchase of one-half of our
investment in Viacom Inc. (Viacom) and $73 million from the sales
of our paging and other nonstrategic businesses. In 1997, we
disposed of our real estate properties and our interests in Bellcore.
Infostrada, SkyTV and other joint ventures and received cash
proceeds totaling $547 million. In 1996, we received cash proceeds
of approximately $12~ million from the sales of nonstrategic busi-
nesses. We investeci"'S62 million in each of 1998 and 1997 to
purchase cellular properties.
During 1997, we received cash proceeds of S153 million from the
TCNZ share repurchase plan, which was completed in December
1997.
.
~ Cash Flows Used In Financing Activities
As in prior years, dividend payments were a significant use of capital
resources. We determine the appropriateness of the level of our divi-
dend payments on a periodic basis by considering such factors as
long-term growth opportunities, internal cash requirements, and
the expectations of our shareowners. In September 1998, we
announced a quarterly cash dividend of $.385 per share. For 1998,
cash dividends declared totaled $1.54 per share. We declared cash
dividends of $.37 per share in the first and second quarters of 1997
and $.385 per share in the second half of 1997, or $1.51 per share for
the year. In 1996, cash dividends were $.36 per share each quarter. or
$1.44 per share for the year. Cash dividends declared in 1996 includ-
ed a payment of $.0025 per share for redemption of all rights grant-
ed under our Shareholder Rights Plan.
We increased our total debt (including capital lease obligations) by
$1,026 million from December 31, 1997 to fund the increase in our
Domestic Telecom capital investment program, for higher purchases
of shares to fund employee stock option exercises, and for continued
investments in PrimeCo and Omnitel. Our debt level also increased
by $1,438 million from 1996 to 1997 principally due to an increase
in telephone plant construction, new investments in PrimeCo and
other wireless subsidiaries, and the consolidation of our lusacell
investment. Additional pre-funding of employee trusts as a result"6f
covering employees of the former NYNEX companies also
contributed to the increase in the 1998 and 1997 debt levels.
.
Dividends
'1' I 1
1996 1997 1998
.
.
.
.
In February 1998, our wholly owned subsidiary, Bell Atlantic
Financial Services, Ine. (FSI), issued $2,455 million of 5.75% senior
exchangeable notes due on April 1, 2003 that are exchangeable into
ordinary shares of TCNZ stock that we own (TCNZ exchangeable
notes). In August 1998, FSI also issued $3,180 million of 4.25%
senior exchangeable notes due on September 15, 2005 that are
exchangeable into ordinary shares of CWC stock that we own (ewc
exchangeable notes). Proceeds of both offerings were used for the
repayment of a portion of our short-term debt and other general
corporate purposes. In addition, two of our operating telephone
subsidiaries refinanced debentures totaling $721 million and Iusacell
issued $100 million in debt.
I)ebt Ratio
I I I
1996 1997 1998
As of December 31, 1998, we had in excess of $4.5 billion of unused
bank lines of credit and $299.5 million in bank borrowings outstand-
ing. As of December 31. 1998, our operating telephone subsidiaries
and financing subsidiaries had shelf registrations for the issuance of
up to $2.8 billion of unsecured debt securities. The debt securities of
those subsidiaries continue to be accorded high ratings by primary
rating agencies. After the announcement of the Bell Atlantic-GTE
merger, the rating agencies placed the ratings of certain of our
subsidiaries under review for potential downgrade. In a subsequent
and unrelated event, Moody's Investor Services changed its method-
ology for rating diversified U.S. Telecommunications Companies. As
a result, the debt ratings of four of our operating telephone
subsidiaries were downgraded and one operating telephone
subsidiary was upgraded to reflect this new rating methodology.
In 1998, we established a 52.0 billion Euro Medium Term Note
Program, under which we may issue notes that are not registered
with the Securities and Exchange Commission. The notes will be
issued from time to time from our subsidiary, Bell Atlantic Global
Funding, Ine. (BAGF), and will have the benefit of a support agree-
ment between BAGF and Bell Atlantic. There have been no notes
issued under this program.
In December 1998, we accepted an offer from Viacom to repurchase
one-half of our investment in Viacom, or 12 million shares of their
preferred stock (with a book value of approximately $600 million),
for approximately 5564 million in cash. This transaction resulted in a
small loss in the fourth quarter of 1998. The cash proceeds. together
with additional cash, were used to purchase an outside party's interest
in one of our fully consolidated subsidiaries. This transaction reduced
Minority Interest by 5600 million and included certain stock appreci-
ation rights and costs totaling $32 million. Our remaining investment
in Viacom, 12 million shares of their preferred stock (with a book
value of approximately $600 million), was repurchased by Viacom in
a second transaction in January 1999 for approximately $612 million
in cash. This transaction did not have a material effect on our consoli-
dated results of operations. You can find additional information on
our Viacom investment in Notes 3 and 10 to the consolidated finan-
cial statements.
In December 1998, Bell Atlantic Mobile announced an agreement
with Crown. Castle International Corporation to form a joint venture
"
into which Bell Atlantic Mobile, together with certain partnerships in
which it is the managing partner (the managed entities), will
contribute (assuming the participation of all managed entities)
approximately 1,400 network cellular towers in exchange for approx-
imately $380 million in cash and an equity interest of approximately
37.7% in the joint venture. BAM and the managed entities will lease
back a portion of the netWOrk towers and the joint venture will lease
the remaining space to third parties. The joint venture also plans to
build new towers. This financing transaction is expected to close in
the first quaner of 1999, assuming the satisfaction of cenain condi-
tions of closing,
Market Risk
We are exposed to various types of market risk in the normal course
of our business, including the impact of interest rate changes.
foreign currency exchange rate fluctuations, changes in equity
investment prices and changes in corporate tax rates. We employ
risk management strategies using a variety of derivatives including
interest rate swap agreements, interest rate caps and floors, foreign
currency forwards and options and basis swap agreements. We do
not hold derivatives for trading purposes.
It is our policy to enter into interest rate, foreign currency and other
derivative transactions only to the extent necessary to achieve our
desired objectives in limiting our exposures to the various market
risks. Our objectives include maintaining a mix of fixed and variable
rate debt to lower borrowing costs within reasonable risk parame-
ters, hedging the value of certain international investments, and .
protecting against earnings and cash flow volatility resulting from
changes in foreign exchange rates. We do not hedge ~J U1arket risk
exposure in a manner that would completely e1iminate the effect of
changes in interest rates, equity prices and foreign exchange rates on
our earnings. While we do not expect that our liquidity and cash
flows will be materially affected by these risk management strategies.
our net income may be materially affected by cenain market risk
associated with the TCNZ and ewc exchangeable notes,
equired that implementation be completed as early as
,on of presubscription for intraLATA toll services has
11 negative effect on intraLATA toll service revenues in
:tions where. as noted above, presubscription has been
. before we are permitted to offer long distance services.
Ie negative effect is beginning to subside now that
ion has been available in most of our states for more
ar. In addition, the adverse impact on intraLATA toll
enues is being partially offset by increased intraLATA
ess revenues.
ANGE SERVICES
nge services have historically been subject to regulation
;u1atory commissions. Applications from competitors to
i resell local exchange services have been approved in all
e jurisdictions. The 1996 Act is expected to significantly
~ level of competition in all of our local exchange markets.
.~
; January 1, 1999. eleven European countries are partici-
a multi-step process to convert their existing sovereign
s to the "Euro:' The process includes a transition period of
rs, during which time either the Euro or the participating
;' own currencies will be accepted as payment. After the
:l. period, the countries will issue Euro-denominated bills
s and will withdraw their own currencies from circulation
than July 1.2002, completing the conversion process. We
estments in companies in Italy and the Netherlands, which
,cipating in the Euro conversion. We do not believe that the
lversion will have a material effect on these investments.
~ Accounting PronOUncements
)F COMPUTER SOFTWARE
--
rch 1998, the American Institute of Certified Public
ltants (AICPA) issued SOP No. 98-1. "Accounting for the
of Computer Software Developed or Obtained for Internal
['his new accounting standard provides, among other things,
lce for determining whether computer software is for internal
Id when the cost related to such .software should be expensed
urred or capitalized and amortized. SOP No. 98-1 is required
applied prospectively.
lopted SOP No. 98-1 effective January 1, 1999. We estimate that
nplementation of SOP No. 98-1 will result in a net after-tax
it of $200 million to $250 million in 1999 results of operations
:0 the prospective capitalization of costs which were previously
nsed as incurred. Costs for maintenance and training, as well as
:ost of software that does not add functionality to the existing
:10 will continue to be expensed as incurred.
COSTS OF START-UP ACTIVITIES
In April 1998, the AICPA issued SOP No, 98-5, "Reporting on the
Costs of Start-Up Activities." This new accounting standard requires
that costs of start-UP activities, including pre-operating. pre-open-
ing and other organizational costs, be expensed as incurred. In addi-
tion, the unamortized balance of any previously deferred start-up
costs existing at adoption must be expensed.
We adopted SOP No. 98-5 effective January 1.1999. The adoption of
SOP No. 98-5 will not have a m~lerial effect on our results of opera-
tions or financial condition in 1999 because our policy has been to
generallY expense all start-up activities.
DERIVATIVES AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued SFAS
,No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement requires that all derivatives be measured at
fair value and recognized as either assets or liabilities in our balance
sheet. Changes in the fair values of the derivative instruments will be
recognized in either earnings or comprehensive income, depending
on the designated use and effectiveness of the instruments. Bell
Atlantic must adopt SFAS No. 133 no later than January 1,2000. We
are currently evaluating the provisions of SFAS No. 133 and have not
yet determined what the impact of adopting this statement will be on
our future results of operations or financial condition.
]
[year "2000" Update
1
We have a comprehensive program to evaluate and address the
impact of the Year 2000 date transition on our operations. This
program includes steps to:
. inventory and assess for Year 2000 compliance our equipment,
software and systems;
. determine whether to remediate, replace or retire noncompliant
items, and establish a plan to accomplish these steps;
. remediate, replace or retire the items;
. test the items, where required; and
. provide management with reporting and issues management to
support a seamless transition to the Year 2000. --..
STATE OF READINESS
For our operating telephone subsidiaries, centralized services entities
and general corporate operations, the progI-am focuses on the follow-
ing project groups: Network Elements, Applications and Support
Systems, and Information Technology Infrastructure. At this time, we
have virtually completed the inventory. assessment and detailed plan-
ning phases for these projects. Remediation/replacement/retirement
and testing activities are well underway. We plan to fix, replace or
retire those items that were not Year 2000 compliant and that require
action to avoid service impact. Our goal for these operations is to
have our network and other mission critical systems Year 2000
compliant (including testing) by June 30, 1999. We are on schedule to
achieve this goal for substantially all of our network and other
mission critical systems. What follows is a more detailed breakdown
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--
.
. NETWORK ELEMENTS
Approximately 350 different types of network elements (such as
central office switches) appear in over one hundred thousand
instances. When combined in various ways and using network
application systems, these elements are the building blocks of
customer services and networked information transmission of all.
kinds. We originally assessed approximately 70% of these element
types, representing over 90% of all deployed network elements, as
Year 2000 compliant. Late in 1998, through additional testing and
verification, we determined that certain network elements, origi-
nally represented as having no Year 2000-related service impact,
were likely to cause service issues unless remediated. As a result,
we had an increase in the overall number of network elements
requiring repair. Notwithstanding the additional work effort, as of
February 1999, we have repaired or replaced approximately 50%
of the deployed network elements requiring remediation, and
certification testing/evaluation is well underway. We also have
made substantial progress on the remaining network elements.
Although we are generally on track to achieve our June 30, 1999
goal for network elements, it is possible that the timeframe for
compliance of a small number of network elements may extend
into July or August, without any impact on customer service or
our operations.
. APPLICATIONS AND SUPPORT SYSTEMS
Approximately 1,200 application and systems support: (i) the
administration and maintenance of our network and customer
service functions (network information systems); (ii) customer
care and billing functions; and (ill) human resources, finance and
general corporate functions. We originally assessed approximately
48% of these application systems as either compliant or to be
retired. As of February 1999, we have successfully completed
certification testing/evaluation of approximately 70% of all appli-
cation systems. We also have made substantial progress on the
remaining application systems. Although we are generally on
track to achieve our June 30, 1999 goal for applications and
support systems, it is possible that the timeframe for compliance
of a small number of applications and support systems may
extend into July or August, without any impact on customer
service or nur operations.
. INFORMATION TECHNOLOGY INFRASTRUCTURE
. Approximately 40 mainframe, 1,000 mid-range, and 90,000
personal computers, related network components, and software
products comprise our information technology (IT) infrastruc-
ture. Of the approximately 1,350 unique types of elements in the
inventory for the IT infrastructure, we originally assessed approx-
imately 73% as compliant or to be retired. As of February 1999,
we have successfully completed certification testing/evaluation of
approximately 90% of all element types. We have made substan-
tial progress on the remaining items and we are on track to
achieve our June 30, 1999 goal.
For our other controlled or majority-owned subsidiaries, including
Bell Atlantic Mobile and our directory companies, the inventory,
assessment and planning efforts are substantially complete, and
remediation/replacement/retirement and testing activities are in
progress. Bell Atlantic Mobile, our directory companies and, in
general, all of the other controlled or majority-owned subsidiaries
are on track to achieve our June 30,1999 goal for substantially all of
their mission critical systems. Our lusacell subsidiary has experi-
enced some delays in implementation of its Year 2000 project plan.
It is currently anticipated that required modification, replacement
and retirement of substantially all of its mission critical systems will
be complet~~ by September 30, 1999, with testing continuing
throughout 1999.
Our Year 2000 program also includes a project to review and reme-
diate affected systems (including those with embedded technology)
within our buildings and other facilities, a project to assure Year
2000 compliance across all of Ollr internal business processes, and
other specific projects directed towards insuring we meet our Year
2000 objectives.
THIRD PARTY ISSUES
. VENDORS
In general, our product vendors have made available either Year
2000-compliant versions of their offerings or new compliant
products as replacements of discontinued offerings. In some
cases, the compliance "status" of the product in question is based
on vendor-provided information, which remains subject to our
testing and verification activities. In several instances, vendors
have not met original delivery schedules, resulting in delayed test-
ing and deployment. At this time, we do not anticipate that such
delays will have a material impact on our ability to achieve Year
2000 compliance within our desired timeframes.
We are continuing Year 2OOO-related discussions with utilities and
similar services providers. In general, information requests to
such services providers have yielded less meaningful information
than inquiries to our product vendors, and we do not yet have
sufficient information to determine whether key utilities and
similar service providers will successfully complete the Year 2000
transition. However, we are now beginning to engage in more
productive discussions with large utilities servicing our facilities
and we are hopeful that these discussions will provide us addi-
tional assurance of Year 2000 compliance for those entitie.s. At the
present time, we remain unable to determine the Y~'2000 readi-
ness of most key utilities and similar service providers or the like-
lihood that those providers will successfully complete the Year
2000 transition. We intend to monitor critical service provider
activities, as appropriate, through the completion of their respec-
tive remediation projects.
· CUSTOMERS
Our customers remain keenly interested in the progress of our
Year 2000 efforts, and we anticipate increased demand for infor-
mation, including detailed testing data and company-specific
responses, We are providing limited warranties of Year 2000
compliance for certain new telecommunications services and other
offerings, but we do not expect any resulting warranty costs to be
material. We are also analyzing and addressing Year 2000 issues in
customer premise equipment (CPE), including CPE that we have
'.: ::,. . ~ .~
sold or maintained. In general, the customer is responsible for
CPE. However, customers could attribute a Year 2000 malfunction
of their CPE, whether or not sold or maintained by us, to a failure
of our netWork service. We also have a separate effort to identify
and address Year 2000 issues for CPE and other equipment that we
maintain for Public Safety Answering Points (PSAPs) and are used
in connection with the provision of E-911/911 and related
services. We are presently repairing and replacing E-91 1/91 l-relat-
ed CPE, as appropr-iate, that we maintain for various PSAPs.
....:.:..:..;.......
. INTERCONNECTING CARRIERS
Our network operations interconnect with domestic and interna-
tional networks of other carriers. If one of these interconnecting
carriers should fail or suffer adverse impact from a Year 2000
problem, our customers could experience impairment of service.
COSTS
From the inception of our Year 2000. project through December 31,
1998, and based on the cost tracking methods we have historically
applied to this project, we have incurred total. pre-tax expenses of
approximately 5122 million (597 million of which was incurred in
1998), and we have made capital expenditures of approximately 580
million (all of which was made in 1998).
For 1999, we expect to incur total pre-tax expenses for our Year 2000
project of approximately $100 million to $200 million and total
capital expenditures of$125 million to $175 million. These cost esti-
mates have been included in our earnings targets.
We have investments in various joint ventures and other interests. At
this time, we do not anticipate that the impact of any Year 2000
remediation costs that they incur will be material to our results of
operations.
RISKS
The failure to correct a material Year 2000 problem could cause an
interruption or failure of certain of our normal business functions or
operations, which could have a material adverse effect on our results
of operations, liquidity or financial condition; however, we consider
such a likelihood remote. Due to the uncertainty inherent in other
Year 2000 issues that are .ultimately beyond our control, including,
for example, the final Year 2000 readiness of our suppliers,
customers, interconnecting carriers, and joint venture and invest-
ment interests, we are unable to determine at this time the likelihood
of a material impact on our results of operations, liquidity or finan-
cial condition, due to such Year 2000 issues. However, we are taking
appropriate prudent measures to mitigate that risk. We anticipate
that, in the event of any material interruptions or failures of our
service resulting from actual or ,erceived Year 2000 problems within
or beyond our control, we could be subject to third party claims.
CONTINGENCY PLANS
As a public telecommunications carrier, we have had considerable
experience successfully dealing with natural disasters and other
events requiring contingency planning and execution. As part of our
efforts to develop appropriate Year 2000 contingency plans, we are
reviewing our existing Emergency Preparedness and Disaster
Recovery plans for any necessary modifications.
We have developed, where appropriate, contingency Plo.
addressing delays in remediation activities. For example, delay in
installation of a new Year 2000 compliant system could req'
remediation of the existing system. We are also developing a CO]
rate Year 2000 contingency plan to ensure that core business f1
tions and key support processes are in place for uninterru
processing and service, in the event of external (e.g. power, pI
transportation, water), internal or supply chain failures (i.e. cr
dependencies on another entity for information, data or servi
We anticipate that an initial draft of our corporate contingency
will be ready by the end of the first quarter of 1999.
Cautionary Statement Concerning Forward-Lookin
Statements
In this Management's Discussion and Analysis, and elsewhere i
Annual Report, we have made forward-looking statements.
statements are based on our estimates and assumptions ar
subject to risks and uncertainties. Forward-looking statel
include the information concerning our possible or assumed
results of operations. Forward-looking statements also include
preced~d or followed by the words "anticipates," "believes:
mates," "hopes" or similar expressions. For those statements, w.
the protection of the safe harbor for forward-looking stan
contained in the Private Securities Litigation Reform Act of 1.
The following important factors, along with those discus,.. ... ..
where in this Annual Report, could affect future results am
cause those results to differ materially from those expressec
forward-looking statements:
. materially adverse changes in economic conditions in the.
served by us or by companies in which we have sub.
investments;
. material changes in available technology;
. the final outcome of federal, state, and local regulatory il
and proceedings, including arbitration proceedings, ane
review of those initiatives and proceedings, pertaining tc .
other matters, the terms of interc;onnection, access charge~
sa! service, and unbundled network elememana resale rat
. the extent, timing, success, and overall effects of corr
from others in the local telephone and toll service market
. the timing and profitability of our entry into the in-re~
distance market;
the success and expense of our remediation efforts ane
our suppliers, customers, joint ventures, noncontrollt
ments, and interconnecting carriers in achieving)
compliance; and
. the timing of, and regulatory or other conditions as~
the completion of the merger with GTE and oJf"
combine operations and obtain revenue enhancement:
savings following the merger.
e ec e mancla a a..
. (IlOLLAllS IN MILLIONS. EXCEPT PER SHARE AMOUNTS)
2.998 1997 1996 1995 1994
Results of Operations
Operating revenues $ 31.565.9 $ 30.193.9 $ 29.155.2 $ 27.926.8 $ 27.098.0
Operating income 6.627.2 5.341.5 6.078.6 5.417.4 4.522.4
Income before extraordinary items
and cumulative effect of changes
in accounting principles 2.990.8 2.454.9 3.128.9 2.826.1 2.224.9
Per common share-basic 1.90 1.58 2.02 1.85 1.47
Per common share-dil~~d 1.87 1.56 <, 2.00 1.84 1.46
Net income (loss) 2.965.3 2.454.9 3,402.0 (96.8) 68.2
Per common share-basic 1.89 1.58 2.20 (.06) .05
Per common share-diluted 1.86 1.56 2.18 (.06) .04
Cash dividends declared per common share 1.54 1.51 1.44 1.40 1.38
Financial Position
Total assets $ 55.143.9 $ 53.964.1 $ 53.361.1 $ 50.623.1 $ 54.020.2
Long-term debt 17.646.4 13.265.2 15.286.0 15,744.1 14.590.2
Employee beneftt obligations 10.384.2 10.004.4 9.588.0 9.388.4 8.980.2
Minority interest. including a portion subject to
redemption requirements 329.7 911.2 2.014.2 1.221.1 648.0
Preferred stock of subsidiary 200.5 200.5 145.0 145.0 85.0
Shareowners' investment 13.025.4 12.789.1 12.976.4 11.213.6 13.063.5
.
All per share amounts have been adjusted to reflect a two-for-one stock split on JUDe: 1. 1998.
Significant events affecting our historical c:arniDgs trends include the: followiDg:
. 1998 and 1997 data include: retirement inc:c:nme costs, merger-related costs and other special ite:ms (see: Notes 2 and 15 and Management's Discussion
and Analysis).
. 1996 data include retirement incenme costs, other special itemS (see: Note 15 and Management's Discussion and Analysis), and the: adoption of a change:
in accounting for directory publishing (sc:c: Note 1).
1995 and 1994 data include: retirement incmme costs (sc:c: Note 15). and an extraOrdinary charge: for the: discontinuation of regulatory accounting principles.
Cash dividends dc:dared in 1996 include a payment of $.0025 per common share for redemption of all rights granted under our Shareholder Rights Plan.
-;., ,~.
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(COLLARS IN MILLIONS. EXCEPT PER SHARE AMOUNTS)
.
---31,
2.998
1997
1996
Operating Revenues $ 31.565.9 I $ 30,193.9 I $ 29.155.2
Operating Expenses
Employee costs. including benefits and taxes 9.265.8 9,047~2 8.703.9
Depreciation and amortization '5,870.2 5.864.4 5.379.0
Other operating expenses 9.802.7 9.940.8 8.993.7
24,938.7 24.852.4 23.076.6
Operating Income 6.627.2 5.341.5 6.078.6
\\
Income (Joss) from unconsolidated businesses (414.6) (124.1) 14.2
. .
Other income and (expense), net 121.7 (3.3) (99.6)
Interest expense 1.335.4 1.230.0 1.082.0
ncome before provision for income taxes, extraordinary item. and
cumulative effect of change in accounting principle 4.998.9 3.984.1 4.911.2
rovision for income taxes 2.008.1 1.529.2 1.782.3
ncome Before extraordinary Item and
Cumulative Effect of Change In Accounting Principle 2.990.8 2,454.9 3.128.9
ordinary item
Early extinguishment of debt. . net of tax (25.5) - -
umulative effect of change in accounting principle
Directory publishing. net of tax - - 273.1
et Income 2.965.3 2,454.9 3,402.0
edemption of minority interest (29.8) - -
edemption of investee preferred stock (2.5) - -
et Income Available to Common ShareownelS $ 2.933.0 $ 2.454.9 $ 3.402.0
Ic Eamlngs Per Common Share:
ncome Before extraordinary Item and
Cumulative Effect of Change In Accounting Principle $ 1.90 $ 1.58 $ 2.02
raordinary item (.01) - -
umulative effect of change in accounting prinCiple - - .18
etlncome $ 1.89 $ 1.58 $ 2.20
eighted-average shares outstanding (in millions) 1.553.0 1.551.8 1.546.6
Ilutecl Eamlngs Per Common Share:
Before Extraordinary Item and
Cumulative Effect of Change In Accounting PrInciple $ 1.87 $ 1.56 $ 2.00
ordinary item (.01) - -
umulative effect of change in accounting principle - - .18
et Income $ 1.86 $ 1.56 $ %Is-
eighted-average shares-diluted (in millions) 1.578.3 1.571.1 1.560.2
P
I
Extra
c
.
.
Consolidated Balance Sheets f __ . -" ^ " '
. (DOLLARS IN MILLIONS. EXCEPT PER SHARE AMOUNTS)
I(f DECEMBER 31, 2.998 1997
Assets
Current assets
Cash and cash equivalents $ 237.1 $ 322.8
Short-term investments 785.8 720.6
Accounts receivable. net of allowances of $593.3 and $611.9 6,559.9 6,340.8
Inventories 566.0 550.3
Prepaid expenses ." 522.0 634.0
Other 411.5 432.3
9.082.3 9,000.8
Plant. property and equipment 83.064.1 77,437.2
Less accumulated depreciation 46.248.6 42.397.8
36,815.5 35.039.4
Investments in unconsolidated businesses 4,276.0 5,144.2
Other assets 4.970.1 4.779.7
Total assets $ 55.143.9 $ 53.964.1
Uabllltles and Shareowners' Investment
Current liabilities
Debt maturing within one year $ 2.987.6 $ 6.342.8
Accounts payable and accrued liabilities 6.105.0 5.966.4
Other 1,438.6 1.355.0
. 10.531.2 13.664.2
Long-term debt 17.646.4 13.265.2
Employee benefrt obligations 10.384.2 10.004.4
Deferred credits and other liabilities
Deferred income taxes 2.253.8 2.106.2
Unamortized investment tax credits 221.8 250.7
Other 550.9 772.6
3.026.5 3.129.5
Minority interest, including a portion subject to redemption requirements 329.7 911.2
Preferred stock of subsidiary 200.5 200.5
Commitments and contingencies (Notes 2. 3. 4. 6 and 7)
Shareowners' investment
Series preferred stock ($.10 par value; none issued)
Common stock ($.10 par value; 1.576.246.325 shares and 1.576.052.790 shares issued) 157.6 157.6
Contributed capital 13.368.0 13.176.8
Reinvested earnings 1.370.8 1.261.6
-- Accumulated other comprehensive loss (714.2) -(553.3)
14.182.2 14.042.7
Less common stock in treasury. at cost 592.2 590.5
Less deferred compensation-employee stock ownership plans 564.6 663.1
13,025.4 12.789.1
Total liabilities and shareowners' investment $ 55.143.9 $ 53.964.1
.
--
:0
ole
lth
Consolidated Statements of Changes in Shareowners' Investment ' "
(DOLLARS IN MILLIONS. EXCEPT PER SHARE AMOUNTS. AND SHARES IN THOUSANOS)
.
'EARS _ DECEMBER 31.
1998
1997
1996
snares Amount snares Amount Snares Amount
::om_ Stock
3alance at beginning of year 1.576.053 $ 157.6 1.574.001 $ 157.4 1.543.360 $ 154.3
.hares issued
Employee plans 193 - 2.044 .2 9.084 .9
Shareowner plans - - 8 - 2.968 .3
:ammon shares issued to SUbsidiary - - - - 18.796 1.9
>hares retired - - - - (207) -
lance at end of year 1.576.246 157.6 1.576.053'; " 157.6 1.574.001 157.4
- .
r1butec1 CapItal
lance at beginning of year 13.176.8 13.216.3 12.375.8
hares issued
Employee plans 178.4 (22.2) 263.1
Shareowner plans - - 94.0
AcQuisition agreements - (.3) -
ividends - - (.2)
ommon shares issued to subsidiary - - 489.0
suance of stoc:k by subsidiaries 12.8 - -
r - (17.0) (5.4)
lance at end of year 13.368.0 13.176.8 13.216.3
IMISted Eemlap
lance at beginning of year 1.261.6 1.282.0 180.9
et income 2.965.3 2.454.9 3.402.0
ividends declared and redemption of stock rights
($1.54. $1.51. and $1.44 per share) (2.392.3) (2.363.4) (2,295.7)
hares issued
Employee plans (443.3) (121.0) (19.4)
benefit of dividends paid to ESOPs 11.8 12.9 14.8
emption of minority interest (29.8) - -
emption of investee preferred stock (2.5) - -
er - (3.8) (.6)
lance at end of year 1.370.8 1.261.6 1.282.0
nndlItecI Other Comprehensive 1_ (Loss)
lance at beginning of year (553.3) (321.6) (537.6)
reign currency translation adjustment (146.2) (234.0) 221.9
realized gains (losses) on securities 2.0 2.3 (5.9)
inimum pension liability adjustment 116.7) - -
r comprehensive income (loss) (160.9) (231.7) 23.6.0
ance at end of year (714.2) (553.3) (321.6)
Stock
lance at beginning of year 22.952 590.5 22.540 589.3 3.762 97.9
ares purchased 20.743 1.001.8 24.148 919.8 3.578 118.3
ares distribl~~d --
Employee plans (20.779) (998.8) (23.260) (899.0) (3.386) (111.6)
Sl'Iareowner plans (26) (1.2) (52) (1.8) (2) (.1)
AcQuisition agreementS (3) (.1) (424) (17.8) - -
mon shares held by subsidiary - - - - 18.796 490.9
ares retired - - - - (208) (6.1)
ance at end of year 22.887 592.2 22.952 590.5 22.540 589.3
CompensatlDII-ESOPs
lance at beginning of year 663.1 768.4 861.9
crtization (98.5) (105.3) (93.5)
lance at end of year 564.6 663.1 768.4
Sha_rs' Investment $13.025.4 S 12.789.1 $ 12.976.4
mprehenslYe Income
t income $ 2.965.3 $ 2.454.9 $ 3.402.0
er comprehensive inccme (loss) per above (160.9) (231.7) 216.0
$ 2.804.4 $ 2.223.2 $ 3.618.0
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Consolidated Statements of Cash Flows . < (n,~< 0, ." <1 ..".' - "
. (CCLLARS IN MILLlCNS)
I'EAIlS ENDED DECEMBER 31. 1998 2.997 1996
Cash FJows from Operating Activities
Net income $ 2.965.3 $ 2.454.9 $ 3.402.0
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 5.870.2 5.864.4 5.379.0
Extraordinary item. net of tax 25.5
Cumulative effect of change in accounting principle. net of tax (273.1)
Loss (income) from unconsolidated businesses 414.6. . 124.1 (14.2)
"'..
Dividends received from unconsolidated businesses 169.4 192.1 194.8
Amortization of uneamed lease income (120.2) (110.3) (100.6)
Deferred income taxes. net 264.2 236.9 284.2
Investment tax credits (28.9) (38.1) (57.3)
Other items. net 226.5 88.2 274.1
Changes in certain assets and liabilities. net of effects from
acquisition/disposition of businesses
Accounts receivable (220.3) (139.5) (184.0)
Inventories (110.5) (73.8) (116.1)
Other assets (108.0) 65.2 (244.8)
Accounts payable and accrued liabilities 376.4 (93.3) 382.6
Employee benefit obligations 354.2 415.5 206.5
Other liabilities (7.5) (127.6) (352.3)
Net cash provided by operating activities 10.070.9 8.858.7 8.780.8
Cash Flows from Investing Ac:tiYItIes
Purchases of short.term investments (1.027.8) (843.6) (418.1)
. Proceeds from sale of short-term investments 968.2 426.9 132.5
Additions to plant. property and equipment (7.446.5) (6.637.7) (6.394.7)
Proceeds from sale of plant. property and equipment 11.9 5.5 15.4
Investment in leased assets (269.0) (161.6) (201.3)
Proceeds from leasing activities 154.9 83.0 99.9
Investment in notes receivable (7.2)
Proceeds from notes receivable 21.1 63.1 213.3
Proceeds from Telecom Corporation of New Zealand Umited share
repurchase plan 153.3
Acquisition of businesses. less cash aCQuired (61.9) (61.8) (10.0)
Investments in unconsolidated businesses. net (602.7) (833.0) (1.071.2)
Proceeds from disposition of businesses 637.3 546.5 127.8
Other. net (63.2) (79.2) (67.6)
Net cash used in investing activities (7.684.9) (7.338.6) (7.574.0)
Casb FJows from Financing Activities
Proceeds from borrowings 6.328.9 633.0 109.4
Principal repayments of borrowings and capital lease obligations (651.4) (901.4) -::---='375.8)
-- Early extinguishment of debt (790.0)
Net change in short-term borrowings with original maturities of
three months or less (4.038.4) 1.580.3 77.1
Dividends paid and redemption of stock rights (2.379.5) (2.340.4) (2.204.1)
Proceeds from sale of common stock 559.0 710.7 328.3
Purchase of common stock for treasury (1.001.8) (919.8) (118.3)
Minority interest (631.9) (.1) 687.8
Reduction in preferred stock of subsidiary (10.0)
Proceeds from sale of preferred stock by subsi:iary 65.5
Net change in outstanding checks drawn on controlled
disbursement accounts 133.4 (264.5) 75.3
. Net cash used in financing activities (2.471. 7) (1.446.7) (1.420.3)
Increase (decrease) in cash and cash equivalents (85.7) 73.4 (213.5)
Cash and cash equivalents. beginning of year 322.8 249.4 462.9
Cash and cash equivalents. end of year $ 237.1 $ 322.8 $ 249.4
Notes to Consolidated Financial Statements
1 Description of Business and Summary of
. Significant Accounting Policies
DESCRIPTION OF BUSINESS
Bell Atlantic is an international telecommunications company that
operates in four segments: Domestic Telecom, Global Wireless.
Directory and Other Businesses. For further information concerning
our business, see Note 17.
The telecommunications industry i~ undergoing substantial changes
as a result of the Telecommunications Act of 1996, other public poli-
cy changes and technological advances. These changes are bringing
increased competitive pressures, but will also open new markets to
us. such as long distance services in our geographic region, upon
completion of certain requirements of the Telecommunications Act
of 1996.
CONSOLIDATION
The consolidated financial statements include our controlled or
majority-owned subsidiaries. Investments in businesses which we do
not control, but have the ability to exercise significant influence over
operating and financial policies. are accounted for using the equity
method. Investments in which we do not have the ability to exercise
significant influence over operating and financial policies are
accounted for under the cost method. All significant intercompany
accounts and transactions have been eliminated.
GRUPO IUSACELL. S.A. de C. v.
In the first quarter of 1997, we consummated a restructuring of our
investment in Grupo Iusace1l. S.A. de C.V. (Iusacell), a Mexican
wireless company, to permit us to assume control of the Board of
Directors and management of Iusacell. As a result of the restructur-
ing, we changed the accounting for our Iusace1l investment from the
equity method to full consolidation. You can find additional infor-
mation about Iusace1l in Note 4.
.,.
UNITED KINGDOM OPERATIONS
In the second quarter of 1997, we transferred our interests in cable
television and telecommunications operations in the United Kingdom
to Cable & Wlreless Communications pIc (CWC) in exchange for an
18.5% ownership interest in ewe. Prior to the transfer, we included
the accounts of these operations in our consolidated financial state-
ments. We now account for our investment in ewc under the equity
method. You can find additional information about cwe in Note 3.
COMMON STOCK SPLIT
On May I, 1998, the Board of Directors declared a two-for-one split
of Bell Atlantic common stock. effected in the form of a 100% stock
dividend to shareholders of record on June 1. 1998 and payable on
June 29. 1998. Shareholders of record received an additional share of
common stock for each share of common stock held at the record
date. We retained the par value of $.10 per share for all shares of
common stock. The prior period financial information (including
share and per share data) contained in this repon has been adjusted
to give retroactive recognition to this common stock split.
USE OF ESTIMATES
We prepare our financial statements under generally accepted
accounting principles which require management to make estimates
and assumptions that affect the reported amounts or certain disclo-
sures. Actual results could differ from those estimates.
.
REVENUE RECOGNITION
Our operating telephone subsidiaries recognize revenues when
services are rendered based on usage of our local exchange network
and facilities. Our oiher subsidiaries recognize revenues when prod-
ucts are delivered or services are rendered to customers.
MAINTENANCE AND REPAIRS
We charge the cost of maintenance and repairs, including the cost of
replacing minor items not constituting substantial betterments, to
Operating Expenses.
EARNINGS PER COMMON SHARE
Basic earnings per common share are based on the weighted-average
number of shares outstanding during the year. Diluted earnings per
common share include the dilutive effect of shares issuable under
our stock-based compensation plans, which represent the only
potential dilutive common shares.
CASH AND CASH EQUIVALENTS
We consider all highly liquid investments with a maturity of 90 days
or less when purchased to be cash equivalents, except cash equiva-
lents held as short-term investments. Cash equivalents are stated at
cost, which approximates market value.
.
SHORT-TERM INVESTMENTS
Our short-term investments consist primarily of cash equivalents
held in trust to pay for certain employee benefits. Short-term invest-
ments are stated at cost. which approximates market value.
INVENTORIES
We include in inventory new and reusable materials of the operating
telephone subsidiaries which are stated principally at average origi-
nal cost, except that specific costs are used in the case of large indi-
vidual items. Inventories of our other subsidiaries are stated at the
lower of cost (determined principally on either an average or first-
in, first-out basis) or market.
..---
PLANT AND DEPRECIATION
We state plant. property and equipment at cost. Our operating tele-
phone subsidiaries' depreciation expense is principally based on the
composite group remaining life method and straight-line composite
rates. This method provides for the recognition of the cost of the
remaining net investment in telephone plant, less anticipated net
salvage value, over the remaining asset lives. This method requires
the periodic revision of depreciation rates.
The asset lives used by our operating telephone subsidiaries are
presented in the following table:
.
AVERAGE UVES (11'1 nARS)
Buildings
Central office eQuipment
Outside communications plant
Furniture. vehicles and other equipment
20-60
2-12
8-65
5-15
_ 0 es 0 onso I a e mancla a ernen S en ., '
.
.
--
.
.Oft s__
When we replace or retire depreciable telephone plant, we deduct
the carrying amount of such plant from the respective accounts and
charge accumulated depreciation. Gains or losses on disposition are
amortized with the remaining net investment in telephone plant.
Plant, property and equipment of our other subsidiaries is depreci-
ated on a straight-line basis over the following estimated useful lives:'
buildings, 20 to 40 years, and other equipment, 1 to 20 years.
When the depreciable assets of our other subsidiaries are retired or
otherwise disposed of, the related cost and accumulated deprecia-
tion are deducted from the' plant accounts. and any gains or losses
on disposition are recognized in income.
COMPUTER SOFTWARE COSTS
Our operating telephone subsidiaries capitalize initial right-to-use
fees for central office switching equipment, including initial operat-
ing system and initial application software costs. For noncentral
office equipment, only the initial operating system software is capi-
talized. Subsequent additions, modifications, or upgrades of initial
software programs, whether operating or application packages, are
expensed as incurred.
CAPITALIZATION OF INTEREST COSTS
We capitalize interest associated with the acquisition or construction
of plant assets. Capitalized interest is reported as a cost of plant and
a reduction in interest cost.
GOODWILL AND OTHER INTANGIBLES
Goodwill is the excess of the acquisition cost of businesses over the
fair value of the identifiable net assets acquired. We amortize good-
will and other identifiable intangibles on a straight-line basis over its
estimated useful life, not exceeding 40 years. We assess the impair-
ment of other identifiable intangibles and goodwill related to our
consolidated subsidiaries under Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of." and
whenever events or changes in circumstances indicate that the carry-
ing value may not be recoverable. A determination of impairment (if
any) is made based on estimates of future cash flows. In instances
where goodwill has been recorded for assets that are subject to an
impairment loss, the carrying amount of the goodwill is eliminated
before any reduction is made to the carrying amounts of impaired
long-lived assets and identifiable intangibles.
FOREIGN CURRENCY TRANSLATION
The functional currency for nearly all of our foreign operations is
the local currency. For these foreign entities. we translate income
statement amounts at average exchange rates for the period, and we
translate assets and liabilities at end-of-period exchange rates. We
record these translation adjustments in Accumulated Other
Comprehensive Loss, a separate component of Shareowners'
Investment, in our consolidated balance sheets. We report exchange
gains and losses on intercompany foreign currency transactions of a
long-term nature in Accumulated Other Comprehensive Loss. Other
exchange gains and losses are reported in income.
When a foreign entity operates in a highly inflationary economy, we
use the U.S. dollar as the functional currency rather than the local
currency. We translate nonmonetary assets and liabilities and related
expenses into U.S. dollars at historical exchange rates. We translate
all other income statement amounts using average exchange rates
for the period. Monetary assets and liabilities are translated at end-
of-period exchange rates, and any gains or losses are reported in
income. For the period October 1, 1996, through December 31,
1998, we considered Iusace1l to operate in a highly inflationary econ-
omy. Beginriiltg January 1, 1999. we discontinued highly inflationary
accounting for Iusacell and resumed using the Mexican peso as its
functional currency.
DERIVATIVE INSTRUMENTS
We have entered into derivative transactions to manage our expo-
sure to fluctuations in foreign currency exchange rates, interest
rates, and corporate tllX rates. We employ risk'management strate-
gies using a variety of derivatives including foreign currency
forwards and options, interest rate swap agreements, interest rate
caps and floors. and basis swap agreements. We do not hold deriva-
tives for trading purposes.
FAIR VALUE METHOD
We use the fair value method of accounting for our foreign currency
derivatives, which requires us to record these derivatives at fair value
in our consolidated balance sheets, and changes in value are record-
ed in income or Shareowners' Investment. Depending upon the
nature of the derivative instruments, the fair value of these instru-
ments may be recorded in Current Assets, Other Assets, Current
Liabilities, and Deferred Credits and Other Liabilities in our consoli-
dated balance sheets.
Gains and losses and related discounts or premiums arising from
foreign currency derivatives (which hedge our net investments in
consolidated foreign subsidiaries and investments in foreign entities
accounted for under the equity method) are included in Accumulated
Other Comprehensive Loss and reflected in income upon sale or
substantial liquidation of the investment. Certain of these derivatives
also include an interest element, which is recorded in Interest Expense
over the lives of the contracts. Gains and losses from derivatives which
hedge our short-term transactions and cost investments are included
in Other Income and Expense, Net, and discounts or-prermums on
these contracts are included in income over the lives of the contracts.
Gains and losses from derivatives hedging identifiable foreign curren-
cy commitments are deferred and reflected as adjustments to the
related transactions. If the foreign currency commitment is no longer
likely to occur. the gain or loss is recognized immediately in income.
Earnings generated from our leveraged lease portfolio may be affect-
ed by changes in corporate tax rates. In order to hedge a portion of
this risk, we use basis swap agreements, which we account for using
the fair value method of accounting. Under this method. these
agreements are carried at fair value and included in Other Assets or
Deferred Credits and Other Liabilities in our consolidated balance
sheet. Changes in the unrealized gain or loss are included in Other
Income and Expense, Net.
. Notes to Consolidated Financial Statements" ,
NOTE :l CONTINUO
ACCRUAL METHOD
Interest rate swap agreements and interest rate caps and floors that
qualify as hedges are accounted for under the accrual method. An
instrument qualifies as a hedge if it effectively modifies and/or
hedges the interest rate characteristics of the underlying fixed or
variable interest rate debt. Under the accrual method, no amounts
are recognized in our consolidated balance sheets related to the
principal balances. The interest differential to be paid or received,
which is accrued as interest rates change, and premiums related to
caps and floors. are recognized as adjustments to Interest Expense
over the lives of the agreements. These interest accruals are recorded
in Current Assets and Current Liabilities in our consolidated
balance sheets. If we terminate an agreement. the gain or loss is
recorded as an adjustment to the basis of the underlying liability
and amortized over the remaining original life of the agreement. If
the underlying liability matures, or is extinguished and the related
derivative is not terminated, that derivative would no longer qualify
for accrual accounting. In this situation, the derivative is accounted
for at fair value, and changes in the value are recorded in income.
SALE OF STOCK BY SUBSIDIARY
We recognize in consolidation changes in our ownership percentage
in a subsidiary caused by issuances of the subsidiary's stock as
adjustments to Contributed Capital.
INCOME TAXES
Bell Atlantic and its domestic subsidiaries file a consolidated federal
income tax return. For periods prior to the merger (see Note 2),
NYNEX filed its own consolidated federal income tax return.
Our operating telephone subsidiaries use the deferral method of
accounting for investment tax credits earned prior to the repeal of
investment tax credits by the Tax Reform Act of 1986. We also defer
certain transitional credits earned after the repeal. We amortize
these credits over the estimated service lives of the related assets as a
reduction to the Provision for Income Taxes.
ADVERTISING COSTS
We expense advertising costs as they are incurred.
~
STOCK-BASED COMPENSATION
We account for stock-based employee compensation plans under
Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. and
follow the disclosure-only provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation."
CHANGE IN ACCOUNTING PRINCIPLE - DIRECTORY PUBLISHING
Effective January 1, 1996, we changed our method of accounting for
directory publishing revenues and expenses from the amortized
method to the point-of-publication method. Under the point-of-
publication method, revenues and expenses are recognized when the
directories are published rather than over the lives of the directories.
as under the amortized method. We believe the point-of-publication
method is preferable because it is the method generally followed by
publishing companies. This accounting change resulted in a one-time,
noncash increase in net income of $273.1 million (net of income tax
of $179.0 million), or $.18 per share on both a basic and diluted basis,
which is reponed as a cumulative effect of a change in accounting
principle at January 1, 1996. On an annual basis, the financial impact
of applying this method in 1996 was not significant.
.
ADOPTION OF NEW ACCOUNTING STANDARDS
In. 1998. we adopted SFAS No. 130, "Reporting Comprehensive
Income" (see Note 20), SFAS No. 131. "Disclosures about Segments
of an Enterprise and Related Information" (see Note 17), and SFAS
No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Ben.efits" (see Note 15). Prior year amounts have
been provided or restated as required. These standards require new
disclosures only and do not impact our results of operations or
financial position.
RECENT ACCOUNTING PRONOUNCEMENTS
COSTS OF COMP/JTER SOFTWARE
In March 1998, the American Institute of Certified Public
AccoU?tants (AlCPA) issued Statement of Position (SOP) No. 98-1.
"Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." This new accounting standard provides,
among other things, guidance for determining whether computer
software is for internal use and when the cost related to such soft-
ware should be expensed as incurred or capitalized and amortized.
SOP 98-1 is required to b'e applied prospectively.
We adopted SOP No. 98-1 effective January 1, 1999. We estimate that
the implementation of SOP No. 98-1 will result in a net after-tax
benefit of $200 million to $250 million in 1999 results of operations
due to the prospective capitalization of costs which were previously
expensed as incurred. Costs for maintenance and training. as well as
the cost of software that does not add functionality to the existing
system will continue to be expensed as incurred.
.
COSTS OF START-/JP ACTIVITIES
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the
Costs of Start-Up Activities." This new accounting standard requires
that costs of start-up activities. including pre-operating, pre-open-
ing and other organizational costs, be expensed as incurred. In addi-
tion, the unamortized balance of any previously deferred stan-up
costs existing at adoption must be expensed.
We adopted SOP No. 98-5 effective January I, 1999. The adoption of
SOP No. 98-5 will not have a material effect on our results of~-
tions or financial condition in 1999 because our policy has been to
generally expense all start-up activities.
DERIVATIVES AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." This statement requires that all derivatives be
measured at fair value and recognized as either assets or liabilities in
our balance sheet. Changes in the fair values of the derivative instru-
ments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments.
Bell Atlantic must adopt SFAS No. 133 no later than January 1,2000.
We are currently evaluating the provisions of SFAS No. 133 and have
not yet determined what the impact of adopting this statement will be
on our future results of operations or financial condition.
.
.
12. Bel' A_ - NYIIEX _
On August 14. 1997, Bell Atlantic Corporation and NYNEX
Corporation completed a merger of equals under a definitive merger
agreement entered into on April 21. 1996 and amended on July i,
1996. Under the terms of the amended agreement, NYNEX became
a wholly owned subsidiary of Bell Atlantic. NYNEX stockholders
received 0.768 of a share of Bell Atlantic common stock for each
share of NYNEX common..stock that they owned. This resulted in
the issuance of 700.4 million shares of Bell Atlantic common stock.
The merger qualified as a tax-free reorganization and has been
accounted for as a pooling of interests. Under this method of
accounting, the companies are treated as if they had always been
combined for accounting and financial reporting purposes and.
therefore, we restated our financial information for all dates and
periods prior to the merger.
The combined results reflect certain reclassifications to conform to
the presentation used by Bell Atlantic and certain adjustments to
conform accounting methodologies between Bell Atlantic and
NYNEX. Results of operations for certain periods prior to the merg-
er have been combined and conformed as follows:
(-....s IN NUDG)
. SIll: ..... ....... -- .......
..... 30. 1997 o-.e.r 31.1!19&
(UIl8UCliIIId)
Operating revenues
Bell Atlantic $ 6,854.6 $ 13,081.4
NYNEX 6.815.1 13.453.8
Reclassifications .1 .7
Cellular consolidation 1.454.5 2.619.3
Combined $ 15.124.3 $ 29.155.2
Net income
Bell Atlantic $ 1.014.5 $ 1.881.5
NYNEX 540.1 1.477.0
Cellular consolidation 3.3 (7.6)
SFAS No. 106 adjustment 39.1 62.4
Other adjustments (2.0) (11.3)
C,-"T1bined $ 1.595.0 $ 3.402.0
.."..
.
. Rc:classifications were made to conform to our post-merger presentation.
Cc:llular consolidation refers to an adjustment that was made to conform
accounting methodologies and to consolidate: the accounts of cellular
operations that were: jointly controlled by NYNEX and Bell Atlantic prior
to the merger and accounted for by both companies using the equity
method.
An adjustment for SFAS No. 106. "Employers' Accounting for
Postretirement Benefits Other Than Pensions," was made to reflect the
adoption by NYNEX of the immediate: recognition of the tranSition bene.
fit obligation effective January 1. 1993, to conform to the method used by
Bell Atlantic.
Other adjustments were made to conform the accounting policies of the
companies, and to record the related tax effects of these adjustments.
MERGER"RELATED COSTS
In the third quarter of 1997 we recorded merger-related pre-tax
costs of approximately $200 million for direct incremental costs,
and approximately $223 million for employee severance costs.
Direct incremental costs consist of expenses associated with complet-
ing the merger transaction. such as professional and rc:gulatory fees.
compensation arrangements, and shareowner-related costs.
Employee severance costs, as recorded under SFAS No. 112,
"Employer~ Accounting for Postemployment Benefits," represent
the benefit costs for the separation by the end of 1999 of approxi-
mately 3,100 management employees who .are entitled to benefits
under pre-existing separation pay plans. During 1997 and 1998.245
and 856 management employees were separated with severance
benefits. Accrued postemployment benefit liabilities are included in
our consolidated balance sheets as a component of Employee
Benefit Obligations.
OTHER INITIATIVES
During 1997, we recorded other charges and special items totaling
approximately $1.041 million (pre-tax) in connection with consoli-
dating operations and combining organizations. and for other
special items arising during the year.
VIDEO-RELATED CHARGES
In 1997, we recognized total pre-tax charges of approximately $243
million related to certain video investments and operations. We
determined that we would no longer pursue a multichannel. multi-
point, distribution system (MMDS) as part of our video strategy. As
a result, we recognized liabilities for purchase commitments associ-
ated with the MMDS technology and costs associated with closing
the operations of our Tele- TV pannership because this operation no
longer supports our video strategy. We also wrote-down our
remaining investment in CAI Wtreless Systems. Inc.
WRITE-DOWN OF ASSETS AND REAL ESTATE CONSOLIDATION
In the third quarter of 1997, we recorded pre-tax charges of approxi-
mately $355 million for the write-down of obsolete or impaired
fixed assets and for the cost of consolidating redundant real estate
properties. As pan of our merger integration planning, we reviewed
the carrying values of long-lived assets. This review included esti-
mating remaining useful lives and cash flows. and idMtifying assets
to be abandoned. In the case of impaired assets, we analyzed cash
flows related to those assets to determine the amount of the impair-
ment. As a result of these reviews, we recorded charges of approxi-
mately $275 million for the write-off of some assets and $25 million
for the impairment of other assets. These assets primarily included
computers and other equipment used to transpon data for internal
purposes, copper wire used to provide telecommunications service
in New York, and duplicate voice mail platforms. None of these
assets are being held for disposal. At December 31. 1998, the
impaired assets had no remaining carrying value.
o es 0 onso I a e Inancla a e en co - ,L:C
lOft 2 C:OIIII_
n connection with our merger integration efforts, we consolidated
'eaI estate to achieve a reduction in the total square footage of build-
ng space that we utilize. We sold properties. subleased some of our
eased facilities and terminated other leases, for which we recorded a
;harge of approximately 555 million in the third quarter of 1997.
140st of the charge related to properties in Pennsylvania and New
(ork, where corporate support functions were consolidated into
ewer work locations.
~EG/.JLATORY, TAX AND LEGAL CONTINGENCIES AND OTHER SPECIAL ITEMS
n 1997, we also recorded reductions to operating revenues and
;harges to operating expenses totaling approximately $526 million
pre-tax), which consisted of the following:
Revenue reductions consisted of approximately 5179 million for
federal regulatory matters. These matters relate to specific issues that
are currently under investigation by federal regwatory commissions.
We believe that it is probable that the ultimate resolution of these
pending matters will result in refunds to our customers.
Charges to operating expenses totaled approximately $347
million and consisted of $75 million for interest on federal and
other tax contingencies; $55 million for other tax matters; and
$52 million for legal contingencies and a state regulatory audit
issue. These contingencies were accounted for under the rules of
SFAS No.5, "Accounting for Contingencies." These charges also
included approximately 595 million related to costs incurred in
standardizing and consolidating our directory businesses and
$70 million for other post-merger initiatives.
Other charges arising in 1997 included approximately 559 million
for our equity share of formation costs previously announced by
ewe. We own an 18.5% interest in ewe and account for our
investment under the equity method of accounting.
In 1997, we recognized pre-tax gains of approximately $142 million
on 'the sales of our ownership interests of several nonstrategic busi-
nesses. These gains included approximately 542 million on the sale
of our interest in Sky Network Television Umited of New Zealand;
554 million on the. sale of our 33% stake in an Italian wireline
,',
venture, Infostrada; and $46 million on the sale of our two-sevenths
interest in Bell Communications Research, Inc.
We expect that the remaining direct incremental liabilities will be fully
utilized. through either payments or adjustments, by the end of 1999.
The obligation for severance benefits. which has been determined
under SFAS No. 112, represents expected payments to employees who
leave the company with benefits provided under pre-existing separa-
tion pay plans. The severance obligation is adjusted through annual
costs, which are actuarially determined based upon financial market
interest rates, experience, and management's best estimate of future
benefit payments. In 1997. the merger-related severance costs
increased our existing severance obligation. When the merger-related
separations are completed, we will continue to have an obligation for
ongoing separations.
We expect to utilize the remaining video and real estate liabilities in
1999, although some lease liabilities will extend through 2012.
Liabilities for regulatory, tax and legal contingencies, and other special
items will be utilized as the respective matter is settled.
me following table provides a reconciliation of the liabilities associated with merger-related costs and other charges and special items at
:>ecember 31,1998 and 1997.
1997
(DCLLARS IN MILLIONS)
2.998
Charged to
Beginning Expense or End cf End of
of Year Rewnue Deducticns Adjustments Year Deductions Adjustments Year
V1erger-Relatecl
)irect incremental Custs $ - $ 199.5 $ (164.5)a $ - $ 35.0 $ (5.2)a $ (25.5) $ -.4.3-
ieverance obligation 110.9 222.7 (23.6)a 19.7 329.7 (60.6)a 46.7 315.8
)tber Initiatives
lideo-related costs - 242.8 (226.6)~ 5.1 21.3 (3.0)a (12.8) 5.5
Nrite-down of fixed assets and
real estate consolidation - 355.0 (311.6)~ - 43.4 (17.6)~ (2.5) 23.3
~egulatory. tax and legal contingencies
and other special items - 525.9 (144.3)~ - 381,6 (118.2)C (14.4) 249.0
$ 110.9 $1.545.9 $ (870.6) S 24.8 S 811.0 $ (204.6) $ (8.5) $ 597.9
--
Adjustments refer to de:ductions to the liability that reduced c:xpc:nse. or additions to the liability that increased expense resulting from changes in circumstances
or experience in implementing the planned activities.
Deductions refer to the utilization of the liability through payments, asset write.offs. or refunds to customers.
a-primarily comprised of cash payments
b-primarily comprised of asset write-offs
c- comprised of cash payments of $65.9 million. refunds to customers of $41.8 million. and asset write-offs of S 1 0.5 million
.
.
.
.
.
::;
.
/3._10___
Our investments in unconsolidated businesses are comprised of the
following:
Itr __ 31,
(llOLlARS IN III'l.l.IONS)
2.998 2.997
Owner$/Iip Ill1Iestment Ownership Investment
Equtty Investees
PrimeCo Personal ,
Communications. L.P. 50.00% $ 1.011.4 50.00% $ 919.9
Cable & Wireless
Communications pic 18.50 675.4 18.50 665.8
Omnitel Pronto IUUa S.p.A. 19.71 520.6 17.45 313.2
Telecom Corporation of
New zealand Limited 24.95 373.0 24.95 417.7
FlAG Ltd. 37.67 178.3 37.87 236.6
Other Various 738.9 Vanous 714.7
Total equity investees 3.497.6 3.267.9
Investees Various 778.4 Various 1.876.3
otal $ 4.276.0 $ 5.144.2
Cost
14
Dividends received from investees amounted to $169.4 million in
1998, $192.1 million in 1997, and $194.8 million in 1996.
PRIMECO PERSONAL COMMUNICATIONS, L.P.
PrimeCo Personal Communications, LP. (PrimeCo) is a partnership
established in 1994 between Bell Atlantic and AirTouch
Communications, which provides personal communications
services (PCS) in over 30 major cities across the United States.
PrimeCo began offering services to customers in November 1996.
Since 1994. we have invested approximately $1.6 billion in PrimeCo
to fund its operations and the build-out of its PCS network. Under
the terms of the partnership agreement, PrimeCo entered into a
leveraged lease financing arrangement for certain equipment wbich
has been guaranteed by the partners in the joint venture. Our share
of this guarantee is approximately $139 million.
CABLE .. WIRELESS COMMUNICATIONS plc
In the second quarter of 1997. we transferred our interests in cable
television and telecommunications operations in the United Kingdom
to ewc in exchange for an 18.5% ownership interest in ewe. This
transaction was accounted for as a nonmonetary exchange of similar
productive assets and, as a result, no gain or loss was recorded. We
account for our investment in ewc under the equity method because
we have significant influence over CWC's operating and financial
policies. Prior to the transfer. we included the accounts of these oper-
ations in our consolidated financial statements.
In connection with our investment in CWC, in August 1998 we
issued $3,180.0 million of 4.25% senior exchangeable notes due on
September 15,2005. The notes are exchangeable into 2n.6 million
ordinary shares of CWC stock that we own at the option of the
holder. beginning on July 1, 2002. You can find additional informa-
tion on the ewc exchangeable notes in Note 8.
OMNITEL PRONTO ITALlA S.p.A.
Omnitel Pronto Italia S.p.A. (Omnitel) operates a cellular mobile
telephone network in Italy. We account for this investment under
the equity method because we have significant influence over
Omnitel's operating and financial policies. Since 1994, we have
invested approximately $544 million in Omnitel. Approximately
$162 million of this amount was invested in April 1998, which
inaeased our ownership interest from 17.45% to 19.71%. Goodwill
related to this investment totals approximately $400 million, which
is being amo-nized on a straight-line basis over a period of 25 years.
TELECOM CORPORATION OF NEW ZEAUND LIMITED
Telecom Corporation of New Zealand Limited (TCNZ) is that coun-
try's principal provider of telecommunications services. At the date
of acquisition of our interest in 1990, goodwill was approximately
5285 million. We are amortizing this amount on a straight-line basis
over a period of 40 years.
During 1997, we sold portions of our stock investment to TCNZ in
connection with its share repurchase plan, resulting in cash proceeds
of approximately $153 million. These transactions reduced our invest-
ment and increased our ownership interest in TCNZ. Our investment
in TCNZ was also reduced by approximately $38 million as of
December 31. 1998, resulting from foreign currency translation losses.
We recorded these losses as a component of Shareowners' Investment.
In connection with our investment in TCNZ, in February 1998 we
issued $2.455.0 million of 5.75% senior exchangeable notes due on
April 1, 2003. The notes are exchangeable into 437.1 million ordi-
nary shares of TCNZ stock that we own at the option of the holder.
beginning September 1. 1999. You can find additional information
on the TCNZ exchangeable notes in Note 8.
FLAG Ltd.
Fiberoptic Link Around the Globe Ltd. (FLAG) owns and operates an
undersea fiberoptic cable system, providing digital communications
links between Europe and Asia. FLAG launched commercial service
in the fourth quarter of 1997. We hold approximately a 34% equity
interest in the venture and have invested approximately $227 million
in FLAG since 1994.
We have approximately a 5% interest in the parent company of
FLAG, FLAG Telecom Holdings Limited (FLAG Te1ecom1;mthe first
quarter of 1999, a subsidiary of FLAG Telecom and Global
TeleSystems Group. Inc., a U.S. telecommunications company. agreed
to establish a joint venture to build and operate a transoceanic dual
cable system to carry high-speed data and video traffic across the
Atlantic Ocean. The companies expect to offer service in 2000.
FLAG had outstanding borrowings of $615.1 million as of
December 31, 1997 under a limited recourse debt facility, which it
refinanced in the first quarter of 1998 through a new $800.0 million
credit facility. This refinancing resulted in an after-tax extraordinary
charge of $14.7 million. The refinancing also released us from
certain obligations under a contingent sponsor support agreement
signed in connection with the debt facility outstanding in 1997.
o es 0 on so I a e mancla a erne s
110ft: 3 eOllTl.UED
OTHER EQUITY INVESTEES
We also have global wireless investments in the Czech Republic,
Slovakia, Greece, and Indonesia. These investments are in joint
ventures to build and operate cellular networks in these countries.
We also have an investment in a company in the Philippines which
provides telecommunications services in certain regions of that
country. The remaining investments include real estate partnerships,
publishing joint ventures, and several other domestic and interna-
tional joint ventures.
SUMMARIZED FINANCIAL INFORMATION
The following tables display the summarized unaudited financial
information for our equity investees. These amounts are shown on a
100 percent basis.
YEAII _ DECEMlIE/I 31,
(DOlLARS .. MILUONS)
1998
Results of operations
Operating revenues
Operating income
Income before extraordinary item
Net income
$ 8.832.3
1,474.3
577.2
520.2
$ 24.8
1998
Bell Atlantic's equity share of income
AT DECEM_ 31,
Financial position
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Minority interest
Stockholders' equity
$ 4,679.6
18.986.1
4.830.0
10,027.2
155.0
8.653.5
Bell Atlantic's equity share of investees
$ 3,497.6
COST INVESTEES
Our cost investments are carried at their original cost, except in
cases where we have determined that a decline in the estimated fair
value of an investment is other than temporary as described below
under "Other Cost Investments."
VIACOM INC.
--::: Since 1993, we have held an investment in Viacom Inc. (Viacom). an
entertainment and publishing company. This investment consisted
of 24 million shares of Viacom Series B Cumulative Preferred Stock
that we purchased for $1.2 billion. The preferred stock. which
carried an annual dividend of 5%, was convertible into shares of
Viacom Class B nonvoting common stock at a price of $70 per
share. In December 1998, we accepted an offer from Viacom to
repurchase one-half of our Viacom investment, or 12 million shares
of the preferred stock (with a book value of approximately $600
million), for approximately $564 million in cash. This transaction
resulted in a small loss. which was recorded in Income (Loss) from
Unconsolidated Businesses in our consolidated statement of income
in 1998. The remaining investment in Viacom, 12 million shares of
preferred stock (with a book value of approximately $600 million),
was repurchased by Viacom in a second transaction in January 1999
for approximately $612 million in cash. This transaction did not
have a material effect on our consolidated results of operations.
.
OTHER COST INVESTMENTS
O~her cost investments consist principally of our Asian
investments- TelecomAsia, a wireline investment in Thailand, and
Excelcomindo, a wireless investment in Indonesia. In the third quar-
ter of 1998. we recorded pre-tax charges of $485.1 million to Income
(Loss) from Uncon~lidated Businesses in our consolidated state-
ment of income to adjust the carrying values of TelecomAsia and
Excelcomindo. The charges were necessary because we determined
that the decline in the estimated fair values of each of these invest-
ments were other than temporary. We determined the fair values of
these investments by discounting estimated future cash flows.
In the case of TelecomAsia, we recorded a charge of $348.1 million to
adjust the carrying value of the investment to its estimated fair value.
We considered the following factors in determining this charge:
. The continued weakness of the Thai currency as compared to
historical exchange rates will place additional financial burdens
on the company in servicing U.S. dollar-denominated debt.
. The economic instability and prospects for an extended recovery
period have resulted in weaker than expected growth in
TelecomAsia's business. This is indicated by slower than expected
growth in total subscribers and usage. These factors resulted in
reduced expectations of future cash flows and, accordingly, a
reduction in the value of our investment.
.
. The business plan for TelecomAsia contemplated cash flows from
several lines of business. Given TelecomAsia's inclination to focus
on its core wireline business. these other lines of business may not
contribute future cash flows at previously expected levels.
In the case of Exce1comindo. we recorded a charge of $137.0 million
to adjust the carrying value of the investment to its estimated fair
value. We considered the following factors in determining this charge:
. The continued weakness of the Indonesian currency as compared
to historical exchange rates will place additional financial burdens
on the company in servicing U.S. dollar-denominated debt. The
continuing political unrest in Indonesia has contributed to-me
currency's instability.
. The economic instability and prospects for an extended recovery
period have resulted in weaker than expected growth in
Excelcomindo's business. One significant factor has been inflexi-
ble tariff regulation despite rising costs due to inflation. This and
other factors have resulted in reduced expectations of future cash
flows and, accordingly, a reduction in the value of our investment.
. Issues with cash flow are requiring Excelcomindo's shareholders
to evaluate the future funding of the business.
.
Notes to Consolidated Financial Statements ;
.
.
--
.
14. _ .._~ $.A. do c.v.
Since 1993, we have invested $1.2 billion in Iwacell, the second
largest telecommunications company in Mexico. Goodwill related t~
this investment totaled approximately $840 million and is being
amortized on a straight-line basis over a period of 2S years. In the
first quarter of 1997. we consumri1ated a restructuring of our invest-
ment in Iusacell to permit us to assume control of the Board of
Directors and management ef lusacell. As a result of the restructur-
ing, we changed the accounting for our lusacel1 investment from the
equity method to full consolidation.
In 1998 and 1997, we entered into several transactions which have
resulted in changes to our economic ownership percentage. As part
of the initial restructuring in the first quarter of 1997, we converted
approximately 533 million of debt into Series A shares, thereby
increasing our ownership percentage from 41.9% to 42.1%. We also
agreed to provide lusacel1 up to $150.0 million under a subordinat-
ed convertible debt facility (the Facility) as Iwacell may require
from time to time. This obligation expires in June 1999.
In the third quarter of 1998, Iusacel1 and its principal shareholders
entered into another agreement (the 1998 Restructuring Agreement)
to restructure ownership of the company. This restrUcturing, if
completed. will result in the formation of a new holding company
with two classes of shares. one of which will trade publicly. The
restructuring is intended to increase the liquidity of Iusacell's
publicly traded shares and to increase the availability of debt financ-
ing to Iusacel1. Iusacell borrowed $101.5 million from us under the
Facility during the second half of 1998. We immediately converted
the debt into 145.0 million additional Series A shares at a price of
5.70 per share as contemplated by the 1998 Restructuring
Agreement. However, under this same agreement, we sold 21.4
million of those shares to the Peralta Group, the other principal
shareholder of Iusacell, for $.70 per share. A$ a result of this debt
convenion and sale of shares to the Peralta Group, our ownership
percentage increased to 47.1 % as of December 31, 1998.
The 1998 Restructuring Agreement also contemplates that the new
Iusacell holding company will engage in a rights offering to existing
shareholders, and that we and the Peralta Group, under certain
circumstances, will engage in a secondary public offering of a
portion of our respective shares. These transactions would reduce
our ownership percentage to approximately 42%. We would, howev-
er, continue to retain management control of lusacell through the
completion of these transactions and, therefore, would continue to
consolidate the company's results. The 1998 Restructuring
Agreement also provides that any further borrowings by lusacell
under the Facility will be immediately converted into shares of
Iusacell at a conversion price of $.70 per share. It further provides
that the Peralta Group will purchase from us one-half of any shares
received from that debt conversion for $.70 per share. Iusacell
borrowed approximately 531 million under the Facility in the first
quarter of 1999, which has been converted to equity, increasing our
ownership percentage to 47.2%.
PUT OPTIONS
The Peralta Group can require us to purchase from it approximately
517 million Iusacell shares for 5.75 per share, or approximately 5388
million in the aggregate, by giving notice of exercise between
November 15 and December 15,2001.
15. ....... - - --
The following table displays the details of plant, property and equip-
ment, which is stated at cost:
(DOLLARS rN \1ILLIO~SJ
1I:t_31.
1998
1997
Land
Buildings
Central office equipment
Outside communications plant
Furniture. vehicles and other
work equipment
Other
Construction-in-progress
$ 412.3
6.666.7
31,440.8
33,604.9
$ 408.5
6.323.4
29.167.2
31.669.7
7.870.0
1.356.6
1.712.8
83.064.1
(46.248.6)
$ 36.815.5
7,253.2
1.276.5
1.338.7
77 .437.2
(42.397.8)
$ 35.039.4
Accumulated depreciation
Total
Plant, property and equipment at December 31, 1998 and 1997
includes real estate property and equipment under operating leases
(or held for lease) of $96.6 million and $52.8 million. and accumu-ilated depreciation of $21.9 million and $14.8 million.
16.~Ao_
AS LESSOR
We are the lessor in leveraged and direct financing lease agreements
UDder which commercial aircraft, rail equipment, industrial equip-
ment, power generating facilities, real estate property. and telecom-
--
munications and other equipment are leased for remaining terms of
1 to 48 years. Minimum lease payments receivable represent unpaid
rentals, less principal and interest on third-party nonrecourse debt
relating to leveraged lease transactions. Since we have no general
liability for this debt, the related principal and interest have been
offset against the minimum lease payments receivable. Minimum
lease payments receivable are subordinate to the debt and the hold-
ers of the debt have a security interest in the leased equipment.
Notes to Consolidated Financial Statements
tens . CotmllUID
Finance lease receivables, which are included in Current Assets - Other and Noncurrent Assets - Other Assets in our consolidated balance
;heets are comprised of the following:
.
(COLLARS IN OIIL~IONS)
1998 2.997
Direct Direct
Lewraged Finance Lewraged Finance
Leases Leases Total Leases Leases Total
$ 2.986.3 $ 189.9 $ 3.176.2 $ 2.674.6 $ 223.5 $ 2,898.1
2.186.8 36.1 2.222.9 ,~ 1.969.7 36.2 2,005.9
(2.131.9) (58.1) (2.190.0) (1.874.7) (70.7) (1,945.4)
$ 3.041.2 $ 167.9 3.209.1 $ 2.769.6 $ 189.0 2.958.6
(37.3) (24.9)
$ 3.171.8 $ 2.933.7
$ 37.2 $ 39.2
$ 3.134.6 $ 2.894.5
0'_31,
\>1inimum lease payments receivable
~stimated residual value
Jnearned income
\lIowance for doubtful accounts
=inance lease receivables. net
:urrent
"oncurrent
\ccumulated deferred taxes arising from leveraged leases. which are included in Deferred Income Taxes, amounted to $2,445.2 million at
)ecember 31, 1998 and $2,233.8 million at December 31,1997.
['he following table is a summary of the components of income
rom leveraged leases:
Capital lease amounts included in plant, property and equipment
are as follows:
(COLLARS IN OIII,UCNS) (COUAAS IN M1WCNS)
'EAIlS __31, 2.998 :1.996 1lT_31, 2.998 2.997 .
)re-tax lease income $ 99.2 $ 87.5 Capital leases $ 296.2 $ 307.2
ncome tax expense 47.2 22.1 Accumulated amortization (169.6) (163.5)
nvestment tax credits 5.3 3.5 Total $ 126.6 $ 143.7
["his table displays the future minimum lease payments to be received
rom noncancelable leases, net of nonrecourse loan payments related
o leveraged and direct financing leases in excess of debt service
'equirements. for the periods shown at December 31, 1998:
(COUAAS IN hUWONS)
Capjtal Operating
- Leases Leases
~999 $ 85.7 $ 16.2
~OOO 64.9 6.1
~OOl 65.3 .6
~ ~002 94.5 .7
~OO3 83.1 .2
'"hereafter 2,782.8
-otal $ 3.176.3 $ 23.8
'5 LESSEE
Ne lease certain facilities and equipment for use in our operations
mder both capital and operating leases. Total rent expense under
>perating leases amounted to S555.7 million in 1998, $572.6 million
n 1997 and $531.9 million in 1996. We incurred initial capital lease
>bligations of$2.7 million in 1998, $11.4 million in 1997. and $16.4
nillion in 1996.
This table displays the aggregate minimum rental commitments
under noncancelable leases for the periods shown at December 31,
1998:
(COUAAS IN MIWONSI
Capjtal Operating
- Leases Leases
1999 $ 36.2 $ 253.7
2000 45.0 221.1
2001 31.7 174.5
2002 25.5 148.3
2003 16.8 ~.
Thereafter 477.0 762.3
Total minimum rental commitments 632.2 $ 1.685.3
Less interest and executory costs 480.4
Present value of minimum
lease payments 151.8
Less current installments 15.4
Long-term obligation
at December 31. 1998 $ 136.4
As of December 31, 1998. the total minimum sublease rentals to be
received in the future under noncancelable operating subleases was
S289.9 million.
.
.
17.___
In connection with certain state regulatory incentive plan commit-
ments, we have deferred revenues which will be recognized as the
commitments are met or obligations are satisfied under the plans. hi
addition, several state and federal regulatory proceedings may
require our operating telephone subsidiaries to refund a portion of
the revenues collected in the current and prior periods. There are
also various legal actions p.e.nding to which we are a party. We have
established reserves for specific liabilities in connection with regula-
tory and legal matters which we currently deem to be probable and
estimable.
We do not expect that the ultimate resolution of pending regulatory
and legal matters in future periods will have a material effect on our
financial condition, but it could have a material effect on our results
of operations.
.
I IS.-
I
DEBT MATURING WITHIN ONE YEAR
The following table displays the details of debt maturing within one
year:
1tI_ 31,
(CCLLAllS IN ll1WCNS)
2.998 1997
$ 1.383.7 $ 5.067.7
299.5 509.7
1.304.4 765.4
$ 2.987.6 $ 6.342.8
Notes payabte
Commercial paper
Bank loans
Long-term debt maturing
within one year
Total debt maturing
within one year
Weighted-average interest
rates for notes payable
outstanding at year-end
5.6%
5.9%
Capital expenditures (primarily construction of telephone plant) are
partially finance~, pending long-tenn financing, through bank loans
and the issuance of commercial paper payable within 12 months.
At December 31. 1998, we had in excess of $4.5 billion of unused
bank lines of credit. The availability of these lines, for which there
are no formal compensating balances, is at the discretion of each
bank. Certain of these lines of credit contain requirements for the
payment of commitment fees.
Substantially all of the assets of Iusacell, totaling approximately $725
million at December 31,1998, are subject to lien under a credit facil-
ity with certain bank lenders.
LONG-TERM DEBT
This table shows our outstanding long-term debt obligations:
(DOLLARS IN "'WONS)
_DECEMBER 31. IntereSt Rates % MalIIrities 2.998 1997
Telephone subsidiaries' debentures 4.375 - 7.00 1999-2033 $ 4.572.0 $ 3.867.0
7.125 - 7.75 2002-2033 2,465.0 2.705.0
--
-- 7.85 - 9.375 2010-2031 1.979.0 2.179.0
Unamortized discount. net of premium (56.0) (55.8)
8.960.0 8.695.2
Exchangeable notes. net of unamortized discount of $243.8 4.25 - 5.75 2003-2005 5.645.6
Notes payable 5.30 - 12.42 1999-2012 3.036.0 3.515.8
Refunding mortgage bonds 4.25 - 7.375 2000-2011 635.5 986.1
Mortgage and installment notes 10.50 - 11.00 1999-2005 17.2 22.5
Employee stock ownership plan loans (Note 15)
Bell Atlantic senior notes 8.17 2000 199.8 313.4
NYNEX debentures 9.55 2010 304.9 327.3
. Capital lease obligations-average rate :1.1.0% and 10.8% 151.8 170.3
Total long-term debt. including current maturities 18.950.8 14.030.6
less maturing within one year 1.304.4 765.4
Total long-term debt $ 17.646.4 $ 13,265.2
ton . COWTIIlUD
TELEPHONE SV8SIDIARIES' DEBT
The telephone subsidiaries' debentures outstanding at December 31.
1998 include $1,857.0 million that are callable. The call prices range
from 101.98% to 100.00% of face value, depending upon the remain-
ing term to maturity of the issue. All of our refunding mortgage
Donds are also callable as of December 31. 1998. In addition, our
long-term debt includes 5735.0 million that will become redeemable
for limited periods at the option of the holders. Of this amount,
$385.0 million becomes redeemable in 1999 and $175.0 million in
2002. One debenture totaling $175.0 million becomes redeemable in
2000 and again in 2002. The redemption prices will be 100.0% of face
value plus accrued interest.
5ubstantially all of the assets of New York Telephone Company,
totaling approximately $13.3 billion at December 31, 1998, are
iubject to lien under New York Telephone Company's refunding
mortgage bond indenture.
:XCHANGEABLE NOTES
[n February 1998. our wholly owned subsidiary Bell Atlantic
Financial Services, Inc. (FSI) issued $2,455.0 million of 5.75% senior
exchangeable notes due on April 1, 2003 (TCNZ exchangeable
notes). The TCNZ exchangeable notes are exchangeable into 437.1
million ordinary shares of TCNZ stock that we own at the option of
:he holder, beginning on September 1, 1999. The exchange price was
established at a 20% premium to the TCNZ share price at the pric-
ing date of the offering. Upon exchange by investors. we retain the
Jption to settle in cash or by delivery of TCNZ shares. During the
?eriod from April 1, 2001 to March 31, 2002, the TCNZ exchange-
lble notes are callable at our option at 102.3% of the principal
lmount and, thereafter and prior to maturity at 101.15%. The
?roceeds of the TCNZ exchangeable notes offering were used for the
repayment of a portion of our shon-term debt.
[n August 1998. FSI issued 53,180.0 million of 4.25% senior
exchangeable notes due on September 15,2005 (ewc exchangeable
:1otes). The ewc exchangeable notes were issued at a discount and
It December 31, 1998 the notes had a carrying value of $3,190.6
:ni1lion. The ewc exchangeable notes are exchangeable into 277.6
:ni1lion ordinary shares of ewc stock that we own at the option of
:he holder beginning on July 1,2002. The exchange pric~ was estab-
__ ,ished at a 280/0 premium to the ewc share price at the pricing date
Jf the offering. Upon exchange by investors, we retain the option to
;ettle in cash or by delivery of ewc shares. The ewc exchangeable
notes are redeemable at our option, beginriing September 15, 2002,
It escalating prices from 104.2% to 108.0% of the principal
unount. If the CWC exchangeable notes are not called or exchanged
prior to maturity, they will be redeemable at 108.0% of the principal
amount at that time. The proceeds of the ewc exchangeable notes
:>ffering were used for the repayment of a portion of our short-term
debt and other general corporate purposes.
The TCNZ and CWC exchangeable notes must be marked-to-
market if the fair value of either the underlying TCNZ shares rises to
a level greater than 120% of the share price at the pricing date of the
offering, or the underlying ewc shares rises to a level greater than
128% of the share price at the pricing date of the offering. If either
event should occur. we are required to mark-to-market the applica-
ble exchangeable note liability by the amount of the increase in
share price over the exchange price. This mark-to-market tranSac-
tion would reduce income by the amount of the increase in the
exchangeable note liability. If the share price subsequently declines.
the liability would be reduced (but not less than its amortized carry-
ing value) and income would be increased. At December 31, 1998.
the fair value of neither the underlying TCNZ shares. nor the under-
lying CWC shares, eiceeded the recorded value of the debt liability
and. therefore, no mark-to-market adjustments were recorded to
our financial statements.
.
SVPPORT AGREEMENTS
The TCNZ exchangeable notes have the benefit of a Support
Agreement dated February 1, 1998. and the CWC exchangeable notes
have the benefit of a Support Agreement dated August 26, 1998, both
of which are between Bell Atlantic and FSI. In the Support
Agreements, Bell Atlantic guarantees the payment of interest. premi-
um (if any), principal. and the cash value of exchange property relat-
ed to these notes should FSI fail to pay. Another Support Agreement
between Bell Atlantic and FSI dated October 1, 1992, guarantees
payment of interest, premium (if any). and principal on FSI's medi-
um-term notes (aggregating $244.7 million at December 31, 1998)
should FSI fail to pay. The holders of FSI's debt do not have recourse
to the stock or assets of our operating telephone subsidiaries or
TCNZ; however, they do have recourse to dividends paid to Bell
Atlantic by any of our consolidated subsidiaries as well as assets not
covered by the exclusion. The carrying value of the available assets
reflected in our consolidated financial statements was approximately
$14.1 billion at December 31.1998.
In 1998, we established a 52.0 billion Euro Medium Term Note
Program under which we may issue notes that are not registered
with the Securities and Exchange Commission. The notes will be
issued from time to time from our subsidiary, Bell Atlantic Global
Funding, lnc. (BAGF), and will have the benefit of a support agree-
ment between BAGF and Bell Atlantic. There have been no notes
issued under this program.
.
MATVRITIES OF LONG-TERM OEBT
Maturities of long- term debt outstanding at December 31,.J.99&;
excluding capital lease obligations and unamortized discount and
premium, are $1.289.0 million in 1999, $893.6 million in 2000,
$373.8 million in 2001, $941.1 million in 2002, $3,532.6 million in
2003, and $12,068.0 million thereafter. These amounts include the
redeemable debt at the earliest possible redemption dates.
EARLY EXTINGUISHMENT OF OEBT
We recorded extraordinary charges associated with the early extin-
guishment of debentures and refunding mortgage bonds of the tele-
phone subsidiaries and debt issued by FLAG, an investment
accounted for under the equity method. You can find a description
of our FLAG investment in Note 3. These charges reduced net
income by $25.5 million (net of an income tax benefit of $14.3
million) in 1998.
.
Notes to Consolidated Financial Statements" l
.
.
--
.
/9. FInoncUd_
DERIVATIVES
We limit our use of derivatives to managing risk that could negative~
ly impact our financing and operating flexibility, making cash flows
more stable over the long run and achieving savings over other
means of financing. Our risk management strategy is designed to
protect against adverse changes in interest rates, foreign currency
exchange rates, and corporate tax rates. as well as facilitate our
financing strategies. We use several types of derivatives in managing
these risks, including interest rate swap agreements, interest rate
caps and floors, foreign currency forwards and options, and basis
swap agreements. Derivative agreements are linked to specific liabil-
ities or assets and hedge the related ecOnomic exposures. We do not
hold derivatives for trading purposes.
We recognized pre-tax income (expense) of $(3.6) million in 1998,
$17.3 million in 1997, and $12.7 million in 1996 in our statements
of income related to our risk management activities involving
derivatives.
INTEREST RATE RISK MANAGEMENT
The table that follows provides additional information about our
interest rate risk management. The notional amounts shown are used
to calculate interest payments to be exchanged. These amounts are
not actually paid or received, nor are they a measure of our potential
gains or losses from market risks. They do not represent our exp0-
sure in the event of nonperformance by a counterparty or our future
cash requirements. Our financial instruments are grouped based on
thenatureoftheh~gactirity.
1ff_31,
Notional
Amount
(llOWRS IN ..LImNS)
weigllteOAverage Rate
Maturities Receille Pay
Interest Rate Swap ~
Foreign Currency/Interest Rate Swaps
1998 $ 303.2
1997 $ 375.4
1999 - 2002
1998 - 2002
5.3%
4.5'J6
6.0'l6
6.2'l6
Other Interest Rate Swaps
Pay fixed
1998 $ 260.0
1997 $ 260.0
5.0'lli
5.7%
5.9%
5.9%
1999 - 2005
1999 - 2005
Pay variable
1998 $ 783.7
1997 $ 783.7
6.6%
6.6%
5.3%
6.1%
1999 - 2006
1999 - 2006
StruebnecI Note Swap ~
1998 $ 60.0
1997 $ 60.0
1999
1999
Interest Rate Cap~ Agreements
1998 $ 297.0
1997 $ 262.0
1999 - 2002
1999 - 2001
- BasIs Swap Agreements
1998
1997
$ 1,001.0
$ 1.001.0
2003 - 2004
2003 - 2004
I
We use foreign currency/interest rate swap agreements to hedge the
value of certain international investments. The agreements generally
require us to receive payments based on fixed interest rates and make
payments based on variable interest rates.
The structured note swap agreements convert several structured
medium-term notes to conventional fixed rate liabilities while reduc-
ing financing costs. The effective fixed interest rate on these notes
averaged 6.1% at December 31,1998 and 1997.
~,
Other interest rate swap agreements, which sometimes incorporate
options, and interest rate caps and floors are all used to adjust the
interest rate profile of our debt portfolio and allow us to achieve a
targeted mix of fixed and variable rate debt.
Earnings generated from our leveraged lease portfolio may be affect-
ed by changes in corporate tax rates. In order to hedge a portion of
this risk, we entered into several basis swap agreements which
require us to receive payments based on a variable interest rate
(UBOR-based) and make payments based on a tax-exempt market
index (J.J.Kenney). We account for these basis swap agreements at
fair value and recognized income (expense)of $(3.7) million in
1998, $4.2 million in 1997. and $20.2 million in 1996 related to
mark-to-market adjustments.
FOREIGN EXCHANGE RISK MANAGEMENT
Our foreign exchange risk management includes the use of foreign
currency forward contracts, options and foreign currency swaps.
Forward contracts and options call for the sale or purchase, or the
option to sell or purchase. certain foreign currencies on a specified
future date. These contracts are typically used to hedge short-term
foreign currency transactions and commitments. The total notional
amounts of our foreign currency forward contracts and option
contracts were $2.4 million at December 31.1998 and $14.5 million at
December 31, 1997, all of which had maturities of six months or less.
Certain of the interest rate swap agreements shown in the table
contain both a foreign currency and an interest rate component.
These agreements require the exchange of payments based on" speci-
fied interest rates in addition to the exchange of currencies at the
maturity of the contract. The required payments for both compo-
nents are based on the notional amounts of the contracts.
-::---=-
Our net equity position in unconsolidated foreign businesses as
reported in our consolidated balance sheets totaled $1,916.6 million
at December 31.1998 and $1,784.2 million at December 31,1997.
Our most significant investments at December 31. 1998 and 1997
had operations in the United Kingdom. Italy and New Zealand. We
have not hedged our accounting translation exposure to foreign
currency fluctuations relative to these investments except for our
United Kingdom investment which is partially hedged.
Our equity income is subject to exchange rate fluctuations when our
equity investee has balances denominated in a currency other than
the investees' functional currency. We recognized $10.5 million in
1998. $(30.1) million in 1997, and $6.8 million in 1996 related to
such fluctuations in Income (Loss) From Unconsolidated Businesses.
- Notes to Consolidated Financial Statements" -
NOTE . CONTINUED
We continually monitor the relationship between gains and losses
recognized on all of our foreign currency contracts and on the under-
lying transactions being hedged to mitigate market risk.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that subject us to concentrations of credit risk
consist primarily of temporary cash inves~~ents, short-term invest-
ments, trade receivables, certain notes receivable, preferred stock,
and derivative contracts. Our policy is to place our temporary cash
investments with major financial institutions. Counterparties to our
derivative contracts are also major financial institutions and orga-
nized exchanges. The financial institutions have all been accorded
high ratings by primary rating agencies. We limit the dollar amount
of contracts entered into with anyone financial institution and
monitor our counterparties' credit ratings. We generally do not give
or receive collateral on swap agreements due to our credit rating and
those of our counterparties. While we may be exposed to credit loss-
es due to the nonperformance of our counterparties, we consider
the risk remote and do not expect the settlement of these transac-
tions to have a material effect on our results of operations or finan-
cial condition.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The tables that follow provide additional information about our
material financial instruments:
FlnIIncI8Il~
V11luatlon Method
Cash and cash equivalents
and short-term investments
Carrying amounts
Short-and long-term debt
(eXCluding capital leases and
eXChangeable notes)
Exchangeable notes
Market quotes for similar terms
and maturities or future cash
flows discounted at current rates
Market quotes for similar
instruments with both debt and
embedded equity components
Future cash flows discounted
at current rates. market
quotes for similar instruments or
other valuation models
Gains or losses to terminate
agreements or amounts paid
to replicate agreements at
current rates
Market quotes or gains or losses
to terminate agreements
Cost investments in
unconsolidated businesses
and notes receivable
Interest rate swap and other
agreements
:::
Foreign currency forward
and option contracts
(00LlARS IN M1WONS) .
1998 1997
Carrying Fair Carrying Fair
I(f _31. Amount- Value Amount. value
Short - and
. long-term debt $ 14.836.6 $ 15.928.3 $ 19.437.7 $ 19.988.9
Exchangeable notes 5.645.6 5.818.2
Cost investments
in unconsolidated
businesses .. 777.8 796.9 1.693.0 1.464.6
Notes receivable, net 18.4 18.3 32.9 33.2
Interest rate swap
and other agreements
Assets 6.1 26,7 26.3 31.8
Liabilities 25.5 39.7 24.8 31.8
Foreign currency
forward and
option contracts
Assets .2
Liabilities .2 .2
* The carrying amounts shown for derivatives include deferred gains
and losses.
In January 1999, we accepted an offer from Viacom to repurchase
their preferred stock from us. Our investment in Viacom is included
in the table under "Cost investments in unconsolidated businesses."
We have used the sale price as the fair value of our Viacom invest-
ment at December 31, 1998. The fair value of our Viacom invest-
ment at December 31,1997 was calculated using certain theoretical
convertible valuation models since the preferred stock was not
publicly traded. We were unable to determine the fair value of other
investments, with carrying values of 5.6 million and $183.3 million
at December 31, 1998 and 1997, without incurring excessive costs.
.
110-_-
I
(OOLlAOS IN MILLIONS)
2.998 1997
;:::~~
$ 18.6 $ 618.3
311.1 292.9
$ 329.7 $ 911.2
I(f DREMlIEIl 31.
Portion subject to
redemption requirements
Portion nonredeemable
VIACOM TRANSACTIONS
In December 1998, we accepted an offer from Viacom to repurchase
one-half of our investment in Viacom, or 12 million shares of their
preferred stock (with a book value of approximately 5600 million),
for approximately 5564 million in cash. This preferred stock had
been held by a fully consolidated subsidiary, which had been created
as part of a transaction to monetize a portion of our Viacom invest-
ment during 1995 and 1996. This monetization transaction involved
entering into nonrecourse contracts whereby we raised $600.0
.
e Inancla a ernen 5 '"
.
.
--
.
llorE 10__
million based. among other things, on the value of our investment
in Viacom. To accomplish the monetization, two fully consolidated
subsidiaries were created to manage and protect certain assets for
distribution at a later date. In addition, an outside party contributed
$600.0 million in cash in exchange for an interest in one of these
subsidiaries. and we contributed a $600.0 million note that was
collateralized by certain financial assets, including the 12 million
shares of Viacom preferred stock and 22.4 million shares of our
, common stock. The outside party's contribution was reflected in
Minority Interest, and the issuance of common stock was reflected
as Treasury Stock in our cOnSalidated balance sheets and statements
of shareowners' investment.
The cash proceeds from the repurchase of the 12 million shares of
Viacom preferred stock, together with additional cash, was used to
repay the note that had been contributed to one of the
subsidiaries. The total amount of cash was distributed to the outside
party, under a pre-existing agreement, to redeem most of that party's
interest in the subsidiary. We then purchased the remaining portion
of the outside party's interest. The transaction was accounted for as a
charge to Reinvested Earnings and a reduction from Net Income in
calculating Net Income Available to Common Shareowners in the
amount of $29.8 million. ~ a result of our purchase of the outside
party's interest, we reduced Minority Interest by $600.0 million in
1998. However, the subsidiaries continue to hold shares of our
common stock, which have been reponed as Treasury Stock in our
consolidated balance sheet at December 31, 1998.
The remaining 12 million shares of preferred stock were repurchased
byV18com in a second transaction in January 1999 for approximately
$612 million in cash. You can find additional information on our
Viacom investment in Note 3.
OTHER MINORITY INTERESTS
Minority interest in 1998 and 1997 also included the minority inter-
ests in certain partnerships consolidated by Bell Atlantic Mobile. The
other shareowners' interest in lusacell is also reflected as minority
interest in 1998 and 1997 as a result of our change to full consolida-
tion for our investment in Iusacell beginning in 1997. You can find a
description of our lusacell investment in Note 4.
111___of-
Our subsidiary Bell Adantic New Zealand Holdings, Inc. (BANZHI)
has the authority to issue 5.000,000 shares of Serial Preferred Stock.
BANZHI has issued three series of preferred stock. BANZHI owns a
ponion of our investment in Iusacell and. with another subsidiary,
indirectly owns our investment in TCNZ.
In 1994. BANZHI issued 850.000 shares of Series A Preferred Stock
at $100 per share with an annual dividend rate of $7.08 per share. In
1995, 600,000 shares of Series B Preferred Stock were issued at $100
per share with an annual dividend rate of $5.80 per share. At
December 31, 1998 and 1997,95.000 shares ($9.5 million) of Series
B Preferred Stock were held by a wholly owned subsidiary. Both
series are subject to mandatory redemption on May 1,2004 at a
redemption price per share of $100. together with any accrued and
unpaid dividends.
In 1997, 650,000 shares of Series C Variable Term Preferred Stock
were issued at S100 per share. At December 31, 1998, these shares
had an annual dividend rate of 4.24%.
112__._
Our certificate of incorporation provides authority for the issuance
of up to 250 million shares of Series Preferred Stock, $.10 par value.
in one or more series. with such designations, preferences. rights.
qualifications. limitations and restrictions as the Board of Directors
may determine.
We are authorized to issue up to 2.25 billion shares of common stock.
On January 23. 1996, the Board of Directors adopted a resolution
ordering the redemption of all rights granted under our Shareholder
Rights Plan. approved by the Board in 1989. Shareholders of record as
of April 10. 1996 were paid the redemption price of $.01 per Right
($.0025 per share after adjusting for stock splits) on May 1, 1996.
- ---=-
o es 0 on so I a e mancla a ernen s
.
113.-._--
The following table is a reconciliation of the numerators and denominators used in computing earnings per share:
(IN MILLIONS. EXCEPT 'ER SHARE AMOUNTS)
___31,
1998
1997
1996
Net Income Available to Common Shareowners
Income before extraordinary item and cumulative effect
of change in accounting principle $ 2.990.8 ~~; $ 2.454.9 $ 3.128.9
Redemption of minority interest (29.8) - -
Redemption of investee preferred stock (2.5) - -
Income available to common shareowners* 2.958.5 2.454.9 3.128.9
Extraordinary item (25.5) - -
Cumulative effect of change in accounting principle - - 273.1
Net income available to common shareowners* $ 2.933.0 $ 2.454.9 $ 3.402.0
Basic Eamlngs Per Common Share
Weighted-average shares outstanding 1.553.0 1.551.8 1,546.6
Income before extraordinary item and cumulative effect
of change in accounting principle $ 1.90 $ 1.58 $ 2.02
Extraordinary item (.01) - -
Cumulative effect of change in accounting principle - - .18
Net income $ 1.89 $ 1.58 $ 2.20
Diluted Eamlngs Per Common Share
Weighted-average shares outstanding 1.553.0 1.551.8 1.546.6
Effect of dilutive securities 25.3 19.3 13.6
Weighted-average shares - diluted 1.578.3 1.571.1 1.560.2 .
Income before extraordinary item and cumulative effect
of change in accounting principle $ 1.87 $ 1.56 $ 2.00
Extraordinary item (.01) - -
Cumulative effect of change in accounting principle - - .18
Net income $ 1.86 $ 1.56 $ 2.18
* Income and Net income available to common sharc:owners is the same for purposes of calculating basic and diluted earnings per share.
Stock options to purchase.2 million,.l million and 29.9 million shares of common stock were outstanding at December 31. 1998. 1997, and
1996, which were not included in the computation of diluted earnings per share because the options' exercise price was greater than the aver-
age market price of the common shares.
~ =--
.
,
, - '.
Notes to Consolidated Financial Statements
.
114. - -.......
We have stock-based compensation plans that include fixed stock
option and performance-based share plans. We apply APB Opinion
No. 25 and related interpretations in accounting for our plans. We
have adopted the disclosure-only provisions of SFAS No. 123. We
recognize no compensation expense for our fixed stock option
plans. Compensation expense charged to income for our perfor-
mance-based share plans was $14.3 million in 1998. $23.4 million in
1997, and $10.6 million in 1996. If we had elected to recognize
compensation expense based on the fair value at the grant dates for
1996 and subsequent fixed and performance-based plan awards
consistent with the provisions of SFAS No. 123, net income and
earnings per share would have been changed to the pro forma
amounts indicated below:
(COLLARS IN MIUIONS. EXCEPT PER SHARE AMOUNTS)
___31, 1998 1!196
Net income M reported $2.965.3 $3.402.0
Pro forma 2,917.9 3,355.8
Basic earnings per share M reportecl $ 1.89 $ 1.58 $ 2.20
Pro forma 1.86 1.54 2.17
Dil~ earnings per share M reponecl $ 1.86 $ 1.56 $ 2.18
. Pro forma 1.83 1.52 2.15
These results may not be representative of the effects on pro forma
net income for future years.
We determined the pro forma amounts using the Black-Scholes
option-pricing model based on the following weighted-average
assumptions:
Dividend yield
Expec:tecI volatility
Risk.free interest rate
Expec:tecIlives (in years)
1998
4.59'1(,
18.~
5.55'1(,
5
1996
4.72'35
15.1~
5.42%
5
--
The weighted-average value of options granted was $6.47 per option
during 1998. $4.30 per option during 1997 and $2.96 per option
during 1996.
The NYNEX stock options outstanding and exercisable at the date of
the merger were converted to Bell Atlantic stock options. The NYNEX
option activity and share prices have been restated, for all years
presented, to Bell Atlantic shares using the exchange ratio of 0.768 per
share of Bell Atlantic common stock to one share of NYNEX common
stock. Qur stock incentive plans are described below:
.
RXED STOCK OPTION PLANS
We have fixed stock option plans for key management employees under
which options to purchase Bell Atlantic common stock are granted at
a price equal to the market price of the stock at the date of grant.
I
Under the 1985 Incentive Stock Option Plan (ISO Plan), key employ-
ees (including employees of the former NYNEX companies, after the
merger) may be granted incentive and/or nonqualified stock options
to purchase shares of common stock and certain key employees may
receive reload options upon tendering shares of common stock to
exercise options. In 1994, we adopted the Options Plus Plan. Under
this plan, we granted nonqualified stock options to approximately
800 managers below the officer level in place of a portion of each
manager's annual cash bonus in 1994 and 1995. The Options Plus
, ,
Plan was discontinued after the January 1995 grant. The Stock
Compensation Plan for Outside Directors entides each outside direc-
tor to receive up to 5,000 stock options per year. Options are exercis-
able after three years or less and the maximum term is ten years.
Fixed stock option plans covering key management employees of the
former NYNEX companies include the 1990 and the 1995 Stock
Option Plans. The 1990 Stock Option Plan, which expired on
December 31, 1994, permitted the grant of options through December
1994 to purchase shares of common stock. In January 1995. NYNEX
established the 1995 Stock Option Plan. Options under the 1995 Stock
Option Plan are exercisable after three years or less and the maximum
term is ten years. Since the merger with NYNEX, the new options
granted under this plan are reload options. Both the 1990 and 1995
plans will continue to exist until the last outstanding option has been
exercised or has expired.
In 1992, 1994 and 1996, NYNEX established stock option plans for
associates and management employees other than those eligible to
participate in the other stock option plans. These employees were
granted options (with the number of options granted varying accord-
ing to employee level) to purchase a flXed number of shares of
common stock at the market price of the stock on the grant date.
Options granted under these plans are exercisable after two years or
less and the maximum term is ten years.
This table is a summary of the status of the fixed stock option plans:
~
Stock Options Exercise Price
Outstanding. December 31. 1995 68.715.924 $ 24.93
Granted 31.866.368 33.28
Exercised (8,889.406) --- 24.65
Canceled/forfeited (1,099.888) 31.51
Outstanding, December 31, 1996 90.592.998 27.93
Granted 15.670.210 33.10
Exercised (26,238,090) 26.40
Canceledjforfeited (885.184) 29.39
Outstanding. December 31. 1997 79.139,934 29.28
Granted 24,061.468 46.40
Exercised (23,373.126) 29.01
Canceled/forfeited (1.744.531) 36.88
Outstanding. December 31. 1998 78,083.745 34.87
Options exercisable. December 31.
1996 56.482.864 27.68
1997 63.650.570 28.27
1998 55.395,762 30.17
Notes to Consolidated Financial Statements, ,
on " COImIlUED
~he following table summarizes information about fixed stock options outstanding as of December 31. 1998:
.
Stock Options 0utstandIag Stock 0ptJ_ Exercls8ble
Weiglll_rage
Range of Remaining Weighled-Allerage Weighted-Awrage
Exercise Prices Shares Contractual Life Exercise Price Shares Exercise Price
$ 15.00 - 19.99 5.552 .1 years $ 18.00 5.552 $ 18.00
20.00 - 24.99 8,711,764 3.5 23.07 8.711.764 23.07
25.00 - 29.99 16.780.585 5.6 25.87 16.780,585 25.87
30.00 - 34.99 27.780.786 7.4 33.00 25,765,996 33.01
35.00 - 39.99 1.480.557 8.6 37.76;..; 796,719 37.71
40.00 - 44.99 361.306 9.1 43.39 318.057 43.36
45.00 - 49.99 21.661.784 9.1 47.56 2,720,337 46.46
50.00 - 54.99 1.087.712 9.6 52.13 295,852 51.84
55.00 - 59.99 213,699 9.9 56.44 900 57.78
Total 78.083.745 7.1 34.87 55.395.762 30.17
'ERFORMANCE-BASED SHARE PLANS
)ur performance-based share plans provided for the granting of
lwards to certain key employees, including employees of the former
.JYNEX companies in the form of Bell Atlantic common stock.
\.uthority to make new grants expired in December 1994. Final
Lwards were credited to pre-merger employees of Bell Atlantic in
anuary 1996 and to employees of the former NYNEX companies in
v1arch 1994. Effective January 1, 1998, the Income Deferral Plan
eplaced the deferred compensation plans. including deferred
>erformance shares. and expands the award distribution options for
hose employees. Employees who were active as ofJanuary 1, 1998
lad their performance share balances transferred to the Income
)eferral Plan. Those employees who were inactive as of that date
:ontinue to hold deferred share balances.
II/e also have deferred compensation plans that allow members of
he Board of Directors to defer all or a portion of their compensa-
ion. Some of these plans provide for returns based on the perfor-
nance of. and eventual s~ement in. Ben Atlantic common stock.
:Ompensation expense for all of these plans is recorded based on
he fair market value of the shares as they are credited to partici-
>ants' accounts. The Income Deferral Plan is accounted for with our
>ension plans.
-_ rhe number of shares outstanding in the performance share plans
vere 393,491 at December 31, 1998, 1,099.690 at December 31.
.997, and 1.252,286 at December 31, 1996.
\. total of 180,560,000 shares may be distributed under the fixed
;tock option plans and the performance-based share plans. As of
)ecember 31, 1998 and 1997. a total of 56,578,766 and 69,615,880
;hares of common stock were available for the granting of stock
>ptions under the fixed stock option plans and for distributions of
;hares under the performance-based share plans.
:n addition to plans described above, Iusacell maintains a separate
;tock option plan for its key employees in which it awards options to
Icquire Iusacell common stock. The effect of this plan on our
:onsolidated results of operations was not significant.
115._-
I
The FASB issued SFAS No. 132. "Employers' Disclosures about
Pensions and Other Postretirement Benefits," in February 1998. This
new standard does not change the measurement or recognition of
costs for pensions or other postretirement plans. It standardizes
disclosures and eliminates those that are no longer useful. The infor-
mation provided below for 1998, 1997 and 1996 has been presented
under the requirements of the new standard.
We maintain noncontributory defined benefit pension plans for
substantially all management and associate employees, as well as
postretirement healthcare and life insurance plans for our retirees
and their dependents. We also sponsor savings plans to provide
opportunities for eligible employees to save for retirement on a tax-
deferred basis and to encourage employees to acquire and maintain
an equity interest in our company.
.
In 1997, following the completion of the merger with NYNEX. the
assets of the Bell Atlantic and NYNEX pension and savings plans
were commingled in a master trust, and effective January I, 1998 we
established common pension and savings plan benefit provisions for
all management employees. The disclosures provided for 19~_and
1996 were determined using weighted-average assumptions for the
combined Bell Atlantic and NYNEX benefit plans.
PENSION AND OTHER POSTRETIREMENT BENEFITS
At December 31, 1998, shares of our common stock accounted for
less than 1% of the plan assets. Substantive commitments for future
amendments are retlected in the pension costs and benefit obliga-
tions. Pension and other postretirement benefits for our associate
employees (approximately 69% of our work force) are subject to
collective bargaining agreements. Modifications in associate benefits
have been bargained from time to time. and we may also periodical-
ly amend the benefits in the management plans.
The following tables summarize benefit costs. as well as the benefit
obligations, plan assets, funded status and rate assumptions associ-
ated with pension and postretirement healthcare and life insurance
benefit plans.
.
_ss_
. BENEFIT COST
(OOLl.ARS IN MILLIONS)
Ponslon He8ItIIcare and Ute
____31, 1998 1997 1996 1998 1997 1996
Service cost $ 388.6 $ 355.8 $ 398.6 $ 101.1 $ 98.4 $ 122.5
Interest cost 1.855.4 1.877.3 1,831.2 593.1 626.3 653.0
Expected return on plan assets (2.544.9) (2.346.6) (2.169.5) (287.6) (249.1) (214.8)
Amortization of transition asset (82.0) (82.0) (79.6)
Amortization of prior service cost (132.7) (136.0) (129.9) 52.7 .50.0 66.1
Actuarial (gain). net (111.5) (62.5) .;.; (9.4) (101.8) (40.3) (2.5)
Net periodic (income) beneftt cost (627.1) (394.0) (158.6) 357.5 485.3 624.3
Special termination benefItS 1,029.3 687.7 481.3 57.9 60.0 39.8
Curtailment (gain) loss (including recognition
of prior service cost) (134.4) (221.8) (174.0) 149.9 117.9 90.6
Release of severance and postretirement
medical reserves (38.8) (68.8) (91.0) (54.6) (88.4) (126.0)
Retirement incentive cost. net* 856.1 397.1 216.3 153.2 89.5 4.4
Total benefit cost $ 229.0 $ 3.1 $ 57.7 $ 510.7 $ 574.8 $ 628.7
* See: GRetirement Incc:ntives~ section for additional information
.
ASSUMPTIONS
The actuarial assumptions used are based on financial market intereSt rates. past experience, and management's best estimate of future benefit
changes and economic conditions. Changes in these assumptions may impact future benefit costs and obligations. Tbe weigbted-average
assumptions used in determining expense and benefit obligations are as follows:
PensIolI HeaIthcIIre 8Ild LIfe
1!1118 1997 1996 1998 S!l97 1996
Discount rate at end of year 7.00% 7.25% 7.75% 7.00% 7.25% 7.75%
Long-term rate of return on plan assets for the year 8.90 8.90 8.60 8.90 8.70 8.35 '
Rate of future increases in compensation at
end of year 4.00 4.00 4.40 4.00 4.00 4.40
Medical cost trend rate at end of year 6.00 6.50 8.30
Ultimate (year 2001 for 1998 and 1997.
year 2008 for 1996) 5.00 5.00 4.75 .
Dental cost trend rate at end of year 3.50 3.50 --- -=- 3.75
" Ultimate (year 2002) 3.00 3.00 3.50
The medical cost trend rate significantly affects the reported postretirement benefit costs and benefit obligations. A one-percentage-point
change in the assumed bealthcare cost trend rate would bave the following effects:
(DOLLARS IN MILLIONS)
Effect on total service and interest cost
Effect on postretirement benefit obligation
$ 57.7
631.2
Qae.hrcelltage-Polnt Decrease
$ (46.5)
(515.8)
OlIo F'._~ IncreaSe
.
C.A'"
'T DECEMIIEIl :u. 1998 1997 1998 1997
3eneflt Obligation
3eginning of year $ 26.732.0 $ 24,935.7 $ 8.852.2 $ 8.617.2
:iervice cost 388.6 355.8 101.1 98.4
nterest cost 1.855.4 1.877 .3 593.1 626.3
;)lan amendments 38.2 (97.0) 10.9 -
uarial (gain) loss. net 349.9 1,173.4 (90.9) (59.8)
eneflts paid (2.370.6) (2,041.5) (549.7) (537.1)
urtailments (96.3) (159.4<< 88.5 47.2
pecial termination benefits " 1.029.3 687.7 57.9 60.0
ransfers 153.8 - - -
nd of year 28.080.3 26.732.0 9.063.1 8.852.2
air Value of Plan Assets
eginning of year 35.253.0 31.075.5 3.824.6 3.209.9
ctuaJ return on plan assets 4,018.9 6.194.1 721.9 673.3
ompany contribution 60.6 24.1 173.1 182.7
enefits paid (2.370.6) (2,041.5) (257.0) (241.3)
ransfers 4.6 .8 - -
of year 36.966.5 35,253.0 4,462.6 3.824.6
undecl status
d of year 8,886.2 8.521.0 (4.600.5) (5.027.6)
Unrecognized
Actuarial (gain). net (10.534.0) (9.521.4) (1.951.9) (1.512.1)
Prior service cost (1.316.7) (1,493.1) 143.2 192.3
Transition asset (357.1) (439.0) - -
et amount recognized $ (3.321.6) $ (2.932.5) $ (6.409.2) $ (6.347.4)
mounts recognized on the balance sheet
Employee benefit obligations $ (3.372.7) $ (2,974.7) $ (6,409.2) $ (6.347.4)
Other assets 23.7 42.2 - -
Accumulated other comprehensive loss 27.4 - - -
et amount recognized $ (3,321.6) $ (2.932.5) $ (6.409.2) $ (6.347.4)
forE :LS COIlfl.VED
~
3
..
~
:;
r
:
:3
~
..
~
:3
r
:net
:
:n
"
~
"
fhe changes in benefit obligations from year to year were caused by
1 number of factors, inc:luding changes in actuarial assumptions (see
~umptions), plan amendments and special termination benefits.
'tETIREMENT INCENTIVES
[n 1993, we announced a restructuring plan which included an
lccrual of approximately $1.1 billion (pre-tax) for severance and
?ostretirement medical benefits under an involuntary force reduc-
tion plan. Beginning in 1994, retirement incentives have been
;)ffered under a voluntary program as a means of implementing
,ubstantially all of the work force reductions planned in 1993.
Since the inception of the retirement incentive program, we record-
ed additional costs totaling approximately $3.0 billion (pre-tax)
through December 31, 1998. These additional costs and the corre-
,ponding number of employees accepting the retirement incentive
offer for each year ended December 31 are as follows:
.........
(COLLARS IN MILLIONS)
HealthC8re and ute
(CCLLARS IN MIUoIONS)
'lUllS Amoant Employees
1994 $ 694.0 7.209
1995 514.9 4.759
1996 235.8 2.996
1997 513.1 4,311
1998 1.021.1 7.299
$ 2.978.9 26.574
The retirement incentive costs are included in Employee Costs in
our statements of income and the accrued liability is a component
of Employee Benefit Obligations reported in our consolidated
balance sheets. The additional costs are comprised of special termi-
nation pension and postretirement benefit amounts, as well as
employee costs for other items. These costs have been reduced by
severance and postretirement medical benefit reserves established in
1993 and transferred to the pension and postretirement benefit
liabilities as employees accepted the retirement incentive offer.
.
.
.
Notes to Consolidated Financial Statements
.
.
--
.
110ft u_o
The retirement incentive program covering management employees
ended on March 31, 1997 and the program covering associate
employees was completed in September 1998.
The following table provides the amounts transferred from the 1993
reserve balance to pension and postretirement benefits (OPEB) .
liabilities:
(COLLARS IN MILUONS)
1'UIIS ...... OPEB TcaI
1994 $ 293.0 $ 179.0 $ 472.0
1995 81.6 72.0 153.6
1996 91.0 126.0 217.0
1997 81.6 88.4 170.0
1998 38.8 54.6 93.4
$ 586.0 $ 520.0 $ 1.106.0
The remaining severance and postretirement medical reserves
balances aSsociated with the 1993 restructuring plan were as follows
at December 31,1997 and 1998:
1997
(COLLARS IN MiwOHS)
:L998
Beginning of year
Utilization
End of year
$ 263.4
(170.0)
$ 93.4
$ 93.4
(93.4)
$
SAVINGS PLANS AND EMPLOYEE STOCK OWNERSHIP PLANS
We maintain three leveraged employee stock ownership plans
(ESOPs). Under these plans, we match a certain percentage of eligi-
ble employee contributions with shares of our common stock. In
1989, two leveraged ESOPs were established by Bell Atlantic to
purchase Bell Atlantic common stock and fund matelling contribu-
tions.In 1990, NYNEX established a leveraged ESOP to fund match-
ing contributions to management employees and purchased shares
of NYNEX common stock. At the date of the merger, NYNEX
common stock outstanding was converted to Bell Atlantic shares
using an exchange ratio of 0.768 per share of Bell Atlantic common
stock to one share of NYNEX common stock.
The Bell Atlantic leveraged ESOP trUSts were funded by the issuance
01 $790.0 million in senior notes. The annual interest rate on the
senior notes is 8.17%. The senior noteS are payable in serni2nnual
installments, which began on January 1, 1990 and end in the year
2000. The NYNEX leveraged ESOP trUSt was established through a
company loan of $450 million, the proceeds of which were used to
purchase common shares of NYNEX stock held in treasury. NYNEX
issued and guaranteed $450 million of 9.55% debentures. the
proceeds of which were principally used to repurchase common
shares in the open market. The debentures require annual payments
of principal and are due on May I, 2010. Interest payments are due
semiannually. All of the leveraged ESOP trusts repay the debt,
including interest, with funds from our contributions to the ESOP
trusts, as well as dividends received on unallocated and allocated
shares of common stock.
The obligations of the leveraged ESOP trusts, which we guarantee.
are recorded as Long-term Debt and the offsetting deferred
compensation is classified as a reduction of Shareowners'
Investment. As the ESOP trusts make principal payments, we reduce
the long-term debt balance. The deferred compensation balance is
reduced by the amount of employee compensation recognized as the
ESOP shares are allocated to participants.
Common stock is allocated from all leveraged ESOP trusts based on
the proportion of principal and interest paid on ESOP debt in a year
to the remaining principal and interest due over the term of the debt.
At December 31, 1998, the number of unallocated and allocated
shares of common stock was 18.9 million and 32.4 million. All lever-
aged ESOP shares are included in earnings per share computations.
We recognize leveraged ESOP cost based on the modified shares
allocated method for the Bell Atlantic leveraged ESOP trusts which
held securities before December 15, 1989 and the shares allocated
method for the NYNEX leveraged ESOP trust which held securities
after December 15, 1989.
ESOP cost and trust activity consist of the following:
(IlOLLARS IN MILLICNS)
---~ 1998 2S96
Compensation $ 98.4 $ 93.5
IntereSt incurred 48.6 69.4
DividencIS (34.0) (42.1)
Other trust earnings and
eJPI!I1SeS. net (.4) (.5) (.2)
Net IeYerlIged ESOP cost U2.6 125.0 120.6
Additillnal (reduced) ESOP cost (8.5) (2.3) 14.6
Total ESOP cost $ 104.1 $ 122.7 $135.2
DividencIS received for
debt service $ 65.6 $ 66.7 $ 68.3
Total company c:ontrillUtions to
leveraged ESOP trusts $ 143.9 $ 136.5 $ 141.8
In addition to the ESOPs described above, we maintain savings
plans for associate employees of the former NYNEX companies. and
employees of certain other subsidiaries. Compensation expense
associated with these savings plans was $80.8 million itM998, $71.1
million in 1997. and 569.1 million in 1996.
Notes to Consolidated Financial Statements '
116___ I Deferred taxes arise because of differences in the book and tax bases .
of certain assets and liabilities. Significant components of deferred
tax liabilities (assets) are shown in the following table:
The components of income tax expense from continuing operations (OOWlRS IN MIWClNS)
are presented in the following table: 1(1_31, 2.998 1997
(OOLLARS IN MILLlCNS) Deferred tax liabilities
\'tAIlS _ DECEM8ER 31, 1998 1996 Depreciation $ 3.634.5 $ 3.564.5
Leveraged leases 2,437.0 2.225.3
Current Partnership i~nts 470.8 329.9
Federal $ 1.513.9 $ 1.450.2 Other 631.1 1.044.2
State and local 368.3 195.4 7.173.4 7.163.9
1.882.2 1.645.6 Deferred tax assets
Deferred Employee benefits (4.122.8) (4.065.0)
Federal 178.4 279.2 235.9 Investment tax credits (83.9) (94.3)
State and local 85.8 (42.3) 48.3 Allowance for uncollectible
264.2 236.9 284.2 accounts receivable (94.1) (117.4)
Investment tax credits (28.9) (38.1) (57.3) Other (985.6) (1.114.8)
Other credits (109.4) (99.2) (90.2) (5.286.4) (5.391.5)
Total income tax expense $ 2.008.1 $ 1.529.2 $ 1,782.3 Valuation allowance 317.2 79.4
Net deferred tax liability $ 2.204.2 $ 1.851.8
During 1997. two states in our operating region enacted significant
changes in their tax laws. In New Jersey, a law was enacted that
repeaiedthe gross receipts tax applicable to telephone companies and
extended the net-income-based corporate business tax to include
telephone companies. This resulted in a decrease in deferred state
income tax expense of $75.4 million. In Maryland, a law was enacted
that changed the determination of taxable income. This resulted in
an increase in deferred state income tax expense of $8.3 million.
The following table shows the principal reasons for the difference
between the effective income tax rate and the statutory federal
income tax rate:
\'tAIlS _ __ 31, 2.998 1996
Statutory federal income tax rate 35.0% 35.0%
Investment tax credits (.4) (.8)
State income taxes. net of
federal tax benefits 5.5 2.6 3.1
WritNown of
foreign investments 3.8
Other. net (3.7) 1.4 (1.0)
Effective income tax rate 40.2% 38.4% 36.3%
Deferred tax assets include approximately 52.609 million at
December 31,1998 and $3,126 million at December 31,1997 related
to postretirement benefit costs recognized under SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions." This deferred tax asset will gradually be realized over the
estimated lives of current retirees and employees.
The valuation allowance primarily represents the tax benefits of
capital losses, certain state net operating loss carryforwards, and
other deferred tax assets which may expire without being utilized.
During 1998, the valuation allowance increased 5237.8 million. This
increase primarily relates to state net operating losses and the write-
down of certain foreign investments, for which tax benefits may
never be realized.
.
~"-
.
Notes to Consolidated Financial Statements
.
.
--
.
117._-
We have adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes stan-.
dards for the way companies must determine and report informa-
tion about operating segments in their annual and interim reports.
We have four reportable segments. which we operate and manage as .
strategic business units and. ~e organize by products and services.
We measure and evaluate our reportable segments based on adjust-
ed net income, which excludes undistributed corporate expenses
and special items arising during each period. Special items are trans.
actions that management has excluded from the business units'
J
results, but has included in reported consolidated earnings. We
generally account for intersegment sales of products and services
and asset transfers at current market prices. lntersegment revenues
were not material in 1998.1997 and 1996. We are not dependent on
any single customer.
Our segments and their principal activities consist of the following:
Secment DescrIptlon
~TeIecom Domestic wireline telecommunications services-primari-
ly our nine operating telephone subsidiaries that provide
local telephone services from Maine to Virginia including
voice and data transport. enhanced and custom calling
features. network access. directory assistance, private
lines and public telephones. This segment also provides
customer premises equipment distribution. systems
integration. billing and conections. and Internet access
services. Domestic TeIec:om representS tile argyegation
of our domestic wireline business units (consumer.
enterprise. general, and network services). wIIich focus
on specific markets to increase _ues ancl c:usbner
satisfaction.
GIoIIlII WIreless Wireless telecommunications services to CU$toInel'S in
24 states in the United States and foreign wireless
investments servicing customers in Latin America.
Europe and the Pacific Rim.
DIrectory Domestic and international publishing businesses
including print directories and Intemet-basecl shopping
guides. as well as welIsite creation and hosting and
other electronic commerce services. This segment has
operations principally in the United States and Central
Europe.
Other BusInesses International wireline telecOmmunications investments
in Europe anc:l the Pacific Rim and lease financing and
other businesses.
I
GEOGRAPHIC AREAS
Our foreign investments are located principally in Europe. Latin
America and the Pacific Rim. Domestic and foreign operating
revenues are based on the location of customers. Long-lived assets
consist of property, plant and equipment (net of accumulated depre-
ciation) and investments in unconsolidated businesses. The table
below presents financial information by major geographic area:
(COLLARS '" MlWONS)
___31, 1998 1996
Domestic
Operating revenues $ 31.168.2 $ 28.817.7
Lo~ived assets 38,527.8 36.929.7
Foreign
Operating revenues 397.7 433.7 337.5
Long-lived assets 2.563.7 2,752.1 4.127.3
ConsolIdated
Operating revenues 31.565.9 30.193.9 29.155.2
Long-lived assets 41.091.5 40,183.6 41.057.0
-.-
Notes to Consolidated Financial Statements
.Oft 2.7 COIITIIlUID
OPERATING SEGMENT FINANCIAL INFORMATION
DomestIc Telecom
Operating revenues
Depreciation and amortization
Income (loss) from
unconsolidated businesses
Interest income
Interest expense
Income tax expense
Extraordinary item
Net income
Segment assets
Investments in
unconsolidated businesses
Capital expenditures
Global W1181eSs
Operating revenues
Depreciation and amortization
(Loss) from
unconsolidated businesses
Interest income
Interest expense
Income tax expense
Net income
Segment assets
Investments in
unconsolidated businesses
Capital expenditures
Directory
Operating revenues
DepreciatiOn and amortization
Income (loss) from
unconsolidated businesses
Interest income
Interest expense
Income tax expense
. Net income
Segment assets
Investments in
unconsolidated businesses
Capital expenditures
other BusInesses
Operating revenues $
Depreciation and amortization
Income from
unconsolidated businesses
Interest income
Interest expense
Income tax benefit
Extraordinary item
Net income
Segment assets
Investments in
unconsolidated businesses
Capital expenditures
Noncash financing and investing
activities
Contributions of net assets .to
unconsolidated businesses
Contributions to partnerships
(IlOLLAllS IN MILLIONS)
1998 1997 1996
$ 25.557.51 $ 24.809.21 $ 24.136.2
5.195.1 4.989.6 4,911.5
27.2 (13.7) (71.7)
44.6 14.6 5.9
972.1 .906.4 840.2
1.958.3 1.792.0 1.598.5
(10.8)
3.172.5 2.993.3 2,790.5
41.216.8 39,428.6 38.618.9
.2 3.9 151.9
6,409.4 5,485.9 4.913.8
$
3.797.9 $ 3,347.4 $ 2.684.3
591.6 481.0 303.3
(96.2) (195.5) (141.1)
10.6 9.4 2.0
275.4 267.2 140.8
114.6 65.0 99.2
228.5 95.0 79.6
7.738.6 7.089.7 6.093.4
1.767.7 1.570.6 1,706.5
995.7 987.7 936.6
2,263.6 $ 2.215.2 $ 2.159.3
36.7 39.4 33.7
28.6 22.7 (.5)
.8 1.1 .7
19.9 16.5 20.8
436.2 410.7 384.2
683.9 656.6 585.1
1.741.0 1.474.5 906.2
14.5 22.1 8.4
34.6 34.0 32.3
123.9 $ 278.1 $ 455.8
2.4 47.9 103.1
85.9 77.7 106.8
23.7 13.0 44.7
38.4 33.9 30.1
(34.3) (4O.7) (59.2)
(14.7)
135.3 48.4 11.8
5.353.2 5.583.3 8.081.6
1.867.6 2.080.6 1.813.3
3.3 134.0 508.6
$
681.8
73.0
220.1
RECONCILIATION TO CONSOUDATED FINANCIAL INFORMATION
(DOLLARS IN M'l.l.IONS)
.
2.998
1997
1996
Operating Revenues $ 25.557.51 $ 24.809.21 $ 24.136.2
Domestic Telecom
Glebal Wireless 3.797.9 3.347.4 2.684.3
Directory 2.263.6 2.215.2 2.159.3
Other Businesses 123.9 278.1 455.8
Total segments 31.742.9 30,649.9 29.435.6
Reconciling items " (177.0) (192.9) (210.6)
Adjustments - (263.1) (69.8)
otal consolidated $ 31.565.9 $ 30.193.9 $ 29.155.2
et Income
omestic Telecom $ 3.172.5 $ 2.993.3 $ 2.790.5
lobal Wireless 228.5 95.0 79.6
irectory 683.9 656.6 585.1
er Businesses 135.3 48.4 11.8
otal segments 4,220.2 3.793.3 3,467.0
econciling items 103.5 53.5 7.2
~ustments (1.358.4) (1.391.9) (72.2)
Otal consolidated $ 2.965.3 $ 2.454.9 $ 3.402.0
gment Assets
omestic Telecom $ 41.216.8 $ 39,428.6 $ 38,618.9
lobal Wireless 7,738.6 7,089.7 6,093.4
irectory 1.741.0 1,474.5 906.2
r Businesses 5,353.2 5.583.3 8.081.6
otal segments 56.049.6 53,576.1 53.700.1
econciling items (905.7) 388.0 (339.0)
otal consolidated $ 55.143.9 $ 53.964.1 $ 53.361.1
.
1i
N
D
G
o
Oth
1i
R
Ad
'Ii
58
o
G
o
Othe
1i
R
1i
Reconciling items include undistributed corporate expenses, corpo-
rate assets and intersegment eliminations. Corporate assets are
comprised primarily of oUr investment in Viacom. In December 1998,
one-half of our investment in Viacom was repurchased (see Note 3).
-"-
.
Notes to Consolidated Financial Statements ,
. _Oft 17 __
Adjustments include special items and line item reclassifications.
Special items included merger-related costs (see Note 2). retirement
incentives (see Note 15). and other charges. The effect of these
special items on each of the segment's net income is provided in the
following table:
(IlOUAAS IN '''~LIONS)
____31, 1998 1996
DomestIc: Telecom
Reported net income $ 2.382.1 $ 2,413.4
Special items 790.4 377.1
Adjusted net income $ 3.172.5 $ $ 2.790.5
Global W"nless
Reported net income $ SO.9 $ 112.5 $ 72.9
Special items 177.6 (17.6) 6.7
Adjusted net income $ 228.5 $ 94.9 $ 79.6
Directory
Reported net income $ 661.6 $ 563.7 $ 855.0
Special items 22.3 92.9 (269.9)
Adjusted net income $ 683.9 $ 656.6 $ 585.1
Other Buslnesses
Reported net income $ (230.2) $ 28.6 $ 56.9
Special items 365.6 19.8 (45.1)
Adjusted net income $ 135.4 $ 48.4 $ 11.8
. ReconcUlng Items
Reported net income $ 100.9 $ (266.4) $ 3.8
Special items 2.5 320.0 3.4
Adjusted net income $ 103.4 $ 53.6 $ 7.2
118. Prop..... BalI_ - GtE _
--
Bell Atlantic and GTE Corporation have announced a proposed
merger of equals under a definitive merger agreement dated as of July
27, 1998. Under the terms of the agreement. GTE shareholders will
receive 1.22 shares of Bell Atlantic common stock for each share of
GTE common stock that they own. Bell Atlantic shareholders will
continue to own their existing shares after the merger.
We expect the merger to qualify as a pooling of interests. The
completion of the merger is subject to a number of conditions,
including certain regulatory approvals. receipt of opinions that the
merger will be tax-free. and the approval of the shareholders of both
Bell Atlantic: and GTE.
.
119._,__
The tables that follow provide additional financial information
related to our consolidated financial statements:
INCOME STATEMENT INFORMATION
(COLLARS IN MILLIONS)
___31.
1998
$ 1.499.9
1996
"
Taxes other than income
Interest expense incurred.
net of amounts capitaliZed
Capitalized interest
Advertising expense
$ 1.465.9
1.275.2
81.0
397.0
1.124.1
128.5
357.5
1.375.9
90.4
453.2
Interest expense incurred includes $40.5 million in .1998, $45.2
million in 1997 and $42.1 million in 1996 related to our lease
financing business. Such interest expense is classified as Other
Operating Expenses.
BALANCE SHEET INf:ORMATION
(COWRS IN OIIUJONS)
._31. 1998 1997
Accounts Payable and Aa:rued UablIities
Accounts payable $ 3.401.1 $ 3.575.4
Accrued expenses 1.271.5 1.089.7
Accrued vacation pay 634.3 618.1
Accrued salaries and wages 231.9 279.9
Interest payable 329.0 245.8
Accrued taxes 237.2 157.5
$ 6.105.0 $ 5.966.4
0tIIer Canent LIaIIIItIes
Advance billings and customer deposits $ 695.7 $ 643.0
Dividend payable 610.6 597.8
Other 132.3 U4.2
$ 1.438.6 $ 1.355.0
CASH FLOW INFORMAnON
{DOLLARS IN MILLIONS'
___31. 1998 1997 .-. 1996
Cash Paid
Income taxes. net of
amounts refunded $ 1.369.3 $ 1.402.8 $ 1.667.9
Interest. net of amounts
capitalized 1.201.2 1.215.4 1.162.5
Notes to Consolidated Financial Statements,,' r
.
120.--.-
Effective January 1,1998, we adopted SFAS No. 130, "Reporting Comprehensive Income." The new rules establish standards for the reporting
of comprehensive income and its components in financial statements. Comprehensive income consists of net income and other gains and
losses affecting shareowners' equity that, \lDder generally accepted accounting principles, are excluded from net income. The adoption of SFAS
No. 130 did not affect our statement ofincome, but did affect the presentation of our statement of changes in shareowners' investment and
balance sheet.
(COLLARS IN MILLIONS)
1997 1996
I $ (234.0) I $ 221.8
(.1)
(234.0) 221.9
3.5 (5.8)
1.2 .1
2.3 (5.9)
$ (231.7) $ 216.0
(OOUARS IN MILLIONS) .
1997
$ (553.4)
.1
$ (553.3)
\\
Changes in the components of other comprehensive income (loss), net of income tax expense (benefit), are as follows:
YEARS ElIDED DECEIII8ER 31,
1998
$ (146.4)
(.2)
(146.2)
12.0
10.0
2.0
(16.7)
$ (160.9)
Foreign Currency Translation Adjustments
Foreign currency translation adjustments. taxes of $1.8. $(1.8) and $(4.7)
Less: reclassification adjustments
Net foreign currency translation adjustments
Unrealized Gains (Losses) on Securities
Unrealized holding gains (lOSseS). taxes of $15.9. $0 and $(1.3)
Less: reclassification adjustments for gains realized in
net income. taxes of $12.8. $.7 and $.1
Net unrealized gains (losses) on securities
Minimum Pension Uablllty Adjustment. taxes of $(10.7)
Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) are as follows:
Itr __ 31,
1998
Foreign currency translation adjustments
Unrealized gains (losses) on securities
Minimum pension liability adjustment
Accumulated other comprehensive income (loss)
$ (699.6)
2.1
(16.7)
$ (714.2)
21. Quarterly Financial Information (Unaudited)
(COLLARS IN MILLIONS. EXCEPT PER SHARE AMOUNTS)
Net
Income (Loss)
Income (~OSS) Before Extraordinary Item
Amount Per Sh-aasic Per Share-Oiluted
operating Operating
QUoUnIIl- Revenues Income
1998
-.. March 31 $ 7.651.1 $1.712.0
June 30 7.927.8 1.952.6
September 30* 7.909.9 1.130.1
December 31 8,077 .1 1,832.5
1997
March 31 $ 7,416.5 $ 1,458.5
June 30 7.707.8 1.847.9
September 30* * 7.373.9 421.0
December 31 7.695.7 1.614.1
~ 909.6 $ .58
1,027.2 .66
(7.2) (.01)
1,061.2 .66
$ 698.2 $ .45
896.8 .58
(80.1) (.05)
940.0 .61
$ .57
.65
(.01)
.65
$ 89a:4
1.020.9
(8.1)
1.059.1
$ .45
.57
(.05)
.60
$ 698.2
896.8
(80.1)
940.0
* Results of operations for the third quaner of 1998 include approximately SI.I00 million (after-tax) of costs associated with the completion of our retire-
ment incentive program. as well as charges to adjust the carrying values of two Asian investments and to write-down assets, .
* * Results of operations for the third quaner of 1997 include approximately $1.050 million (after-tax) of costs incurred in connection with consolidating oper.
ations and combining the organizations of Bell Atlantic and NYNEX and for other special items arising during the quarter. as well as charges associated with
the completion of the merger and with our retirement incentive program.
Income (loss) before extraordinary item per common share is computed independently for each quaner and the sum of the quaners may not equal the
annual amount.
.
We, the management of Bell Atlantic Corporation. are responsible
for the consolidated financial statements and the information and
representations contained in this report. The financial statements
have been prepared in conformity with generally accepted account-
ing principles and include amounts based on management's best
estimates and judgments. Financial information elsewhere in this.
report is consistent with that in the financial statements.
Management has established and maintained a system of internal
control which is designed to provide reasonable assurance that
errors or irregularities that ~9uld be material to the financial state-
ments are prevented or would be detected within a timely period.
The system of internal control includes widely communicated state-
ments of policies and bwiness practices, which are designed to
require all employees to maintain high ethical standards in the
conduct of our business. The internal controls are augmented by
organizational arrangements that provide for appropriate delegation
of authority and division of responsibility and by a program of
internal audits.
.
The financial statements have been audited by PricewaterhouseCoopers
UP. independent accountants. Their audit was conducted in accor-
dance with generally accepted auditing standards and included an
evaluation of our internal control structure and selective tests of
transactions. The Report of Independent Accountants appears on
this page.
The Audit Committee of the Board of Directors. which is composed
solely of outside directors. meets periodically with the independent
accountants, management and internal auditors to review accounting.
auditing, internal controIs.litigation and 6nancial reporting matters.
Both the internal auditors and the independent accountants have free
access to the Audit Committee without management present.
\~ '-' C -J.
~.-
\
Ivan G. Seidenberg
Chairman of the Board
and Chief Executive Officer
--
~,...4.c. r =;/r,{. -
Frederic V. Salerno
Senior Executive Vice President
and Chief Financial Officer/
Strategy and Business Development
--
.
"J:brWL Q.1o~
Doreen A. Toben
Vice President-Controller
epor 0 n epen en ccoun an 5
TO THE BOARD OF DIRECTORS AND SHAREOWNERS OF
BELL ATLANTIC CORPORATION:
In our opinion. the consolidated financial statements listed in the
accompanying index present fairly. in all material respects, the
financial position of Bell Atlantic Corporation and its subsidiaries at
December 31,1998 and 1997. and the results of their operations and
their cash flows for each of the three years in the period ended
December 31.1998, in conformity with generally accepted account-
ing principles. In addition, in our opinion, the financial statement
schedule liued in the accompanying index presents fairly. in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is
to express an opinion on these financial statements and the financial
statement schedule based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing
standards 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 ineludes 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 over-
all financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
As discussed in Note 1 to the consolidated. financial statements, in
1996. the Company changed its method of accounting for directory
publishing revenues and expenses.
u/
New York, New York
February 9. 1999
---
c e u e - a ua Ion an ua I Yln ccoun S or l _'l"'T,C [00[""'", ." , '''' "
FOR THE YEARS ENDED DECEMBER 31. 1998. 1997 AND 1996 (COLLARS I. MILLIONS) .
Additions
Balanc:e at Charged to
BeClnnlng Charged To Other AccOlllltS- Deductions- ~1It
Descrlptlon of Period Expenses Note (a) Note (b) Em! of Period
Allowance for Uncollectible Accounts Receivable:
Year 1998 $ 611.9 $ 460.5 $ 577.9 $ 1.057.0 $ 593.3
Year 1997 566.7 530.5 557.3 j,.042.6 611.9
Year 1996 475.0 493.7 554.6 956.6 566.7
'"
Valuation Allowance for Deferred Tax Assets:
Year 1998 $ 79.4 $ 276.3 $ $ 38.5 $ 317.2
Year 1997 44.8 64.7 .5 30.6 79.4
Year 1996 39.3 14.2 1.3 10.0 44.8
Restructuring Reserves:
Year 1998 $ 149.6 $ $ $ 95.1 $ 54.5
Year 1997 330.1 180.5 149.6
Year 1996 700.6 370.5 330.1
Allowance For Uncollectible Finance Lease Receivable:
Year 1998 $ 24.9 $ 5.0 $ 7.4 $ $ 37.3
Year 1997 23.8 12.9 11.8 24.9
Year 1996 24.3 .5 23.8
(a) Allowance for Uncollectible Accounts Receivable includes (1) amounts previously written off which were credited directly to this account when recovered. .
and (2) accruals charged to accounts payable for anticipated uncol1ecnble charges on purchases of accounts receivable from others which wc:rc: billed by us.
Allowance for Uncollectible Finance Lease Receivables includes amounts transferred from other accounts.
(b) Amounts written off as uncollectible or transferred to other accounts or utilized (except for the valuation allowance for deferred tax assets).
4lII-O'-
-~
.
.
ExltIItR 12
---31,
Income before provision for income taxes.
extraordinary items, andcumuiative effect of
changes in accounting principles $ 4,998.9 $ 3,984.1 $ 4,911.2 $ 4.535.0 $ 3.430.8
Minority interest 32.3 45.6 130.9 130.2 48.7
Loss (income) from unccnsolidated businesses 414.6 124.1 (14.2) 22.1 (65.9)
Dividends from unconsolidated businesses 169.4 192.1 194.8 179.0 168.4
Interest expense. including interest related to
lease ftnancing activities 1.375.9 1.275.2 << 1.124.1 1,305.0 1.298.4
ortion of rent expense representing interest 185.2 190.9 177.3 177.1 165.6
ortization of capitalized interest 21.7 16.4 10.0 5.4 3.1
ncome, as adjusted $ 7,198.0 $ 5.828.4 $ 6,534.1 $ 6.353.8 $ 5.049.1
Ixed charges:
nterest expense. including interest related to
lease financing activities $ 1,375.9 $ 1.275.2 $ 1,124.1 $ 1.305.0 $ 1.298.4
ortion of rent expense representing interest 185.2 190.9 177.3 177.1 165.6
apitalized interest 90.4 81.0 128.5 73.2 19.1
riority distributions - 18.8 58.5 47.1 29.9
referred stock dividend requirement 20.5 15.5 14.9 9.8 5.4
IXed Charges $ 1.672.0 $ 1.581.4 $ 1.503.3 $ 1.612.2 $ 1.518.4
atio of Earnings to Fixed Charges 4.31 3.69 4.35 3.94 3.33
2.998
1997*
1996*
(OOI.1.ARS IN MILLIONS)
1995. 1994*
P
Am
Fi
I
p
c
p
p
Fi
.R
. Restated as required by revision of Item 503(d) of Regulation S-K
--
--
.
United States
. Securities and Ex€hange Commission
Washington. D.C. 20549
(Mark one)
.
3rd Quarter
[xl Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~
For the quarterly period ended September 30. 1999
or
[ 1 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-8606
Bell Atlantic Corporation
(Ema name of registrant as specified in its charter)
Delaware
(State of incorporation)
1095 Avenue of the Americas
New York, New York
(Address of principal executive offices)
10036
(Zip Code)
23-2259884
(I.R.S. Employer ldentificlltion No.)
Registrant's telephone number, including area code:
(212) 395-2121
--
- -
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). and (2) has been
subject to such filing requirem~ts for the past 90 days. Yes.iL No_ .
At September 30, 1999, 1.552.785,938 shares of the registrant's Common Stock were outstanding, after deducting 23,460,387 shares held
in treasury.
.
.
.
--
.
Table of Contents
Item No.
Part I. Financiallnfonnation
Page
1. Financial Statements
Condensed ConsoicIated Statements of Income
For the three and nine months ended September 30, 1999 and 19$8
,',
2-3
Condensed ConSOfldated Balance Sheets
September 30, 1999 and December 31, 1998
4-5
Condensed Consolidated Statement of Changes in Shareowners' Investment
For the nine months ended September 30, 1999
6
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 1999 and 1998
7
Notes to Condensed ConsoflClated Financial Statements
8-16
2. Management's Discussion and Analysis of F'manciaI Condition and
Results of Operations
17-37
3. Quantitative and Qualitative Disclosures About Market Risk
37
Part II. Other Infonnation
6. Exhibits and Reports on Form 8-K
38
- -
Part I - Financial Information
Item 1. Financial Statements
.
Condensed Consolidated Statements of Income
Bell Atlantic Corporation and Subsidiaries
....
i:'K~..M2~..~ct~.~.!~~r'3~,~'~'-':
1999 1998
'..'{~!.iii~)iiMi1~~~:~P.t.:f.~r:-~~~~'~?i:i.~~).(I,II1.@i~!t~!iif:'='~::~=:=:::::==~:::==='~'
"9P-!~ijg_.~!y'!rj"iJ.~".""~."~:"~'."'..',':'
......... "........'..........".......... ,.,. ..~._". .,. ....... .. ..,.._..,.,....,.. ...., ......... ,...."_..M...~....._".~N............ ,.,... ...~.M.__Rft__._.._._._.. ......._,~_.__.._..w..~..._..~. ....._."__A..._.~_..._ ..~.._"...._~._...- .", ....... ..............
$8..~q4....._ ....... .. .17.9.1.0. ..
....9..P.!rati!!9 In~!."e_____..__._ . _
Jnco~..Qoss,H~r!L!J_f.l.~Q!l~2Iidat~..B~~in~.2~~!>-.__________'
_.Qtl:!er in~mEt!1.n~L~~p.!!!!!).tlIet ..____._.__._.__.._._____._..__._______ .
,_.I~terest expense _____.
..Q~~!!g~~=====--=:===..:=:.,..:.=~=-~:~~.=..=.-~~-=-==::::::~=...:.=.=...__.._--==~=.:.:-~.~--~:::.==.:~.=:_:..=:.:::.:.~:~.==.:."'-:
___;".1~o.Y~~.~.~.1J!!.~~~9_J)e~!fjts an~_!~!~~____________._ . 2~08~.___.,...__~.L?~?._
_....~p-rec;!~Jion and ~'!IJ~!1j~Ji.Q.!'!.._.__._...__..__.....__._...._.___._..____.____.___..__,__._____.._:........___.h557..._.........____...._....L.~.9....
_..Otheroperati.l!gex2ens~s__,___._.._...___. _ _._._.. 2.546 ; 2.518 .
6.186 6.780 '
2. 118 ____.__.__,LJ~~L
53~.._____. J~~~L
.__.__1L.__._.._......4.~...
309 . 359
-----.----...-.-.
._.Income before p~visiQI!!~J.!!~~~J!I~.!~.!r.'I_Q extraQr..dj.!1~"y. item
Provision for income taxes
1.874 ·
700
355
__~"__ ...__'4 ..... ..
362
..ll!come ~t~~_~Extri!.C?!dina"!y Item
1,174 ·
m~?".
m_
~...._._......_M____._______.______.______ - . .-.'..---..-.-..-.-...~'..-......
._~ra~,!!inary item_._..._.____.__._._.._______.._.._......__..._~____________._.__._....__..___..
_E...!!Y- extingui~hment of debt. net of tax
...._..._...._..__._....... ...n......._,... ..._.,-.. .-___... ........ .-. .......-..-..... ......-.-.......... .....,.-.-.......-......
$1.174 .
$ (8).
... Net In~m!J~)____.____...
_ ... ..._. ...'.. ..._._,....."............,."....._h._' ........_. ..,..__._.._....... . ......_.......-.._....... .....................---...,......-...,.. .....~"-~..._.....~.~._......,,.,_..
~.~'!1i~gs,J~t~r c::C?~'!I.~~~~: .' mm......_.... ... ........- - ..-.. ... ...
_.I.~E~.!I!!.,_(t~tt;l~f~~.~~!~~~!~~_!Y..i!~f!l...._ ....__...__. .. ..._. ............,.._._._.._.. _..._... ..... .,. ..._._...___;....____..._...~... -.- .:..!.~...._-.. .m" _.."_ .~ .. .t9J t
.. ._~t:aordi~ry it!!!.1_.__..._.__...___._.._.__.. _.___..__...__'__'_'" .____....___.__..._._._..._____...__
".~!!.J!!con:!!J~l__.._.._.___.____.____.,_.....___.____.____._.._._.____...___..____..._.__.______...__ . $ .76 $ (.01)
.M____._.__ .. ..------ .
~e~gh.t~a~ena.9~~hal'!~.ou~~~~~1I1g J!!:L rn!.II.!~!2~t...____._._. .___.._ -,..--
1,553 1.553
--
~._..___.__._._.._~.._.__..__..._.____...~._._.._.,..._._.____..... _M. ____..._,......__...__.__M.M....__._._......__.'...._
D.il~_~ir9l.J~>.Pe~C'?"'~~n.~~: ,_._ .., ______ __ _. ...__...._ ._ _ .... ._._ _.-....-.-
. 11lc:.c?r.r.!!(I.C?!~) t).~f.C?~_l!l.C~~9.rg,in~!)'!t!.I!'...--......."_.'-...--- ___..__.._____..._. .. ...._ ,... .___ ...._.__....__..._. ..._.l._....2'!_..._ ... m__~".(: 0 1) .
~1!9.rg!na!y''!!!~ ..___,._._____ ....... _'-_ -----.-- --..-......- .. .....-..--
..~!!!ncomej~~}_____.._______.._.__.._.__"_.___._____.___.___..______ $ .74 $ (.01)
W!i.9b.~~.~ve~9!...~~~~~_=,.~~!~~!~...Q!:'.~I!l.i.9.!!~L..___.__._,._...._...____,_..._....................._...... ....-.-.-------...-
.. .. ...,...,__.._..,_......,....._"...................,.,....._._.....,. ...... ,,_.._.._._.__......_.,~_,_,... ._. M...._.................,.~, ._.... ,.... .._.__..__.,_....,.... ....._.M_.....'__'...M.... .,.. ... ...... ."'M _.. ..._,'_...___,...".H...._._,,_.~.'.H.. ...,.,_._.........,._.". ......
1,585
1,553
,P.iy!~!.!:!~~._q!.9.!~rl!~.p.~f..9?!r.!!1lo!1..2..t!~~.___.....__.....__---.-.--.----.-.---.-..-.-.-----.
$ .385
$ .385
.
See Notes to Condensed Consolidated Financial Statements.
.
.
-::.
.
Condensed Consolidated Statements of Income
Bell Atlantic Corporation and Subsidiaries
DDoUalS in Millions, Except 'Per shari Amoul2~!.Jy'naudited) -
..--.--.-- _.....--
________._.._i...___Nine_f!.O!!,1bs_~~~_
1999 1998
.
.__'__'__'_'.___M_'_~~'W''-=''.'___'
.. '._"~'____~'~_~~._".'_..' _. ..... ..__._. '.,........ _ ..... ......___M......_.....
.. Operating Revenl!!!....._____....._.._,_._...__..__.____..__..__........_.._._____.____.._...
... __....__.'________.~..?4!.~~ ~..__._._._~?.~.!.i~~.
. . - -.........--...---..-......-....---..---..-.."...--..-..--....-..........,.....
..~ratin9_ ~penses _ _______._._________.____ .---..---..-.--.--...
, Employee costs, including benefits a~~t~~~_______- _,_______~~-----?..!.~R-
:. Depreciation and amortization . 4,602 I .__3,326--:
. ..9ther ol?erat!1J9 expenses .____ . __.. ________.__ ___ '00 _ .._ ____.. _ .____ . 7.469 7.1 56
___._._...___.___ .._.____....._.._ ..._._.______,.____....'.. 18,223 18,694
.Qp.e~!.19.1.~c:~I!'.! ._..____ _...u. _.. .__._. _.._ ...,_...... ....un.. _ ...___ 6.!~!.~._.. .m_...~.t?~5_.
_Inco~!.. (Ios.~l..f~r:!'_..unc.~!!.~oli~at~d bus.!f!~~~.__._____________.__. ...____,_____._ 1 24 ~...__._...._...J~6?L
Other income and (expensEll.!_~~_____ ___.__...._,___ .....___._._._______,.._......_______~__.._~_.
c. Interest exe!~.~!._.___.._._.... .. .___.... .......____.___... _.... 939 . 1,032
..___.__._._._..._.... .._.............._..M".... ....... ,. " ..",.. '"' _n. __,___ _..... .-. ....M........ ......~...,'" ....,....".............-.....
_Income bef.ore..J?~l?yis~E.!..~-i!:l.~o~~ ~a~~_s..~~~. e~....~r~!~af\L item _ __. _.._._._____~!_563 ____m___m?!~QC?....
_Provi!!.<<!~..fP!J.r.!.c;.c:I_r:"!!_ tax!.l!.._.._,.. ...._........,.... _.._.. .""_'_ ____ __ __ _ . _ _ _ __ 2,074 1 .470
..--.--.---.--. .-.--.--. - _._-
...-...~--------------"..._...._.__.._- ..-. _...
Income Before Extraordinary Item
3,489 '
_-1..930
,
.._.a....._._._.._ .,..___.._"__".. _.._..._-_________.___..__..__.._.. "'.. ......-.---' .--... .-...-..-.---........-.-..--..-...--......--... ....
.. Extrao~i!:l~rv item ..___________. .-.-.--.-----------....-..-.--....-.---......
~_;.arl~.exting_~i!.i!!!'_~r:'.! of de~~!.!!.fi oLtax____ ___ ..._... __ (6) : (24)
.--..---..---... .._... ., ..-.-... _.~..-._-, .-.- ,. ..- .-.-. -_.. - .-..---.--.--.... ._--- -...----.--. "-.. .--..--.-. - ------ .' --.---.--,........ .._.. .. .
_~et Income
...~edemptior:!...~f..jnvt!stee preferred stock ___..__
~N!.t!!!~~!.~~i~!..~..to ~1!I~_~~!lfI*S_---_..-------......
3,483
1,906
(2)
$ 1,904
$ 3,483
...Ba!ic Eami~g!J~.er q~~~~~_.___.___..
Income available to common shareowners before extraordinary item
Extraordina_ry it'!!!.__ _.__._._...__..__.._______.__......... --.--
.. ,~et In~~ A~!~~!.~ ~~~-!~!r~~_ ___.__________.___._._..._
$ 2.25
(.01)
$ 2.24'
$ 1.24
.....-----.---.....-'..,
(.01)
$ 1.23.
W~g.!!.~:~ye~.aQ~ .~h.a~~~n~i~g-!!r:!.m~l~onsL__ ..,__._._.._.. __H_'_
1,553
1.553 .
.. ._n.." ~...___._. ...... ... _.... .. ._.~--. ..... - ._..~ ... -.. . -- ...- .- ,,- ~.
Diluted Eamin,9s Per CommO!'.._Sh~~e:
Income a~!IJ~~...!.()_c;..orn.mol.:l_!!l,lare..<<!~ners .~for:.~!..~~t:dj!!..~":'Litem_.--
Extraordinary_.,~~~.___----_._-_. ._____.____...__..___._.........
Net Income A~!!ble to Com!'1O~_~~~!'!~__..__. .__.__._..___,__..
."......._......._~~."-::
$ 2.21
(.01)
$ 2.20
_~_-1.4~ .
(.a1)
$ 1.21
yt~.~Q~!ed~_~~~I!lQ~_~I1!~~~_-=-di!lJted (in ",JI!~C?~~L .
1.583 .
1,577
n ........... ~ '.."_ '''_ ...... .
Dividends declared per common share
.-.... .~..~... ... _._--.._.~_.__. .--...
$ 1.155 $ 1.155
See Notes to Condensed Consolidated Financial Statements.
.,
Condensed Consolidated Balance Sheets
Bell Atlantic Corporation and Subsidiaries
.
I Assets
L (DoUars in MillionsllUnauditedl
._______~_~,!F.!!!m.!!.e.!.30. I ~,.~I,.....
1999 . 1998
Current Assets
...._..~_.__.._..__._--_._~--- --'--"-
Cash and cash equivalents $ ._.~64 .!-._~_?_37_"
Short-term investments .;: 35 . 786
; Accounts receivable. net'of allow;;;Ce-;' Crl$60i-an-d$593 ------. --.. -----------...-----..---6:929--:--- '--"--6':560--
; Inventories --~~==~~=~.-:~=......:-.-~-~.==_~==-~.=:.:.=--..::....:~.-..]24.-~-_=..==:...~:~$~_~~
j Prepaid expenses .21.Q...; 522
; Other 335 : 411
8,897 I 9,082
,_ Plant, Property and Equipment
, Less accumulated depreciation
___......____.___.'-___87,739 ;
49,380 ;
38.359 ;
__.~~!..QP-~
46,248
36,816
i Investments in Unconsolidated Businesses
Other Assets
: Total Assets
5,919 !..__..__....4.~~?..~.;
5,847 ; 4,970 i
$59,022 , $55,144
.
-::.
=- =
.~
.
See Notes to Condensed Consolidated Financial Statements.
.4
.
Condensed Consolidated Balance Sheets
Bell Atlantic Corporation and Subsidiaries
I Liabirlties and Shareowners' Investment
i (Dollars in Millions. Except Per Share Amountsl (UnaudiUdl
"
; Long-term Debt
I
i Employee Benefit Obigations
I
: Deferred Credits and Other UabiIities
: Deferred income taxes
: Unamortized investment tax credits
: Other
: Minority Interest. Inclucfmg a Portion Subject to
Rede~on RequirementS
.
: Preferred Stock of Subsidiary
: Shareowners'lnvestment
: Series referred stock ($.10 ar value: none issued)
: Common stock ($.10 ar value: 1.576.246,325 shares and
1.576,246,325 shares issued)
~"Contributed capital
: Reinvested earnings
: Accumulated other comprehensive income (loss)
1 Less common stock in treasury. at cost
, Less deferred compensation - employee stock ownership plans
: Total Liabilities and Shareowners' Investment
~
.
See Notes to Condensed Consolidated rrnancial Statements.
c
~30. o-nber 31.
1999 1998
$ 3,286 $ 2,988 ,
6.550 6,105
1.533 1.438
11.369 10.531
17 .463 17.646
9.661 10,384
3.469 2,254
203 222
697 551
4,369 3,027
450 330
201 201
158
13,533 i
2,757
174
16.622
632
481
15.509
$59.022
158
13,368
1.371
(714)
14,183
593
565
13,025
$55,144
=-
Condensed Consolidated Statement of Changes in Shareowners' 'nvestment
Bell Atlantic Corporation and Subsidiaries
.
_. (Dollars in Millions and Shares in Th~usands) (Unaudited)
Nine I\!onths Ended September 30..~.!1~~~
Shares Amount
. Common Stock . .
C.~alanc.!..!!J?!9j~nin9__an~ en~~eriod . ______.__..___.:=-~::.==_---....---1.~57s:246-:....--$..---1'58'"
. .
. .
. .
..- - ~.-----.-..-...M.-.....-.-____.___.._._.____'_.M'...'.
:.. COntr!buted Capital .______.___ ____.._____.____
_~Iance a!_~!9.!!!!!!!!g_C?1..I?!.!:!.~~.........._.__.__.................__.............,_...._...._...___..__ ........_.. ............,..._~.........______._._._.....__......__........._.._.....J~,~~~..._
Shares distributed: '.
.M.____...___.___._._.._._...__...._..__... __..__._...........__.._...._..._..._........... _............... .._.......__........,_.___._.... ... ... ......_...._.._____..._._..____....._._.,_.____.......__.___._____......._.._.___._.............._..... ...._
......Ern'p'o"-~~.J?'a~!..... '.. ,. _.._ ...." .m .. .m ....._.__.... ... .. '__'_'."_"'''''. ..._..1.?1._.
_._.~~Ie ~~~~~,,~..Ey sub~jd~a.~L................_.. ..... .,....... ............_.__._...__............... ....._..............____._.__.__. 44
...~~I~!1~_~_!;. el'!~...~fJ?~.~~.c:f................... ... ....................._._.............. .. ......_..._....__. __....._....__.._..__ 13.533
__.~_..___.____W".__.'......_H_..,...__._____"_...._".._......__..__.__..____._.___.M............ .._.........._..'...____...__._...____.__.._..
__Reinve~ed Earnings __._______..______.__.._..__...... .._..____.________.____.._____..... .._...._....__._......
.....~alance at ~91nn~~L~f....perioL.__.____.__._._____...__._.._............_..._._._...._---.:__.__.____~__..._.....!.!.;371 ...
.. N~t inco'!!!..-.._____.._._...___..______~........._..................._....._____..__....___.__".._._..___..,.._...}!~~~....
Dividends declare.d .-........__..____________......_____JJ-!..?~3)._
Shares distributed: __.______........_____.._____.._____
~~ee plans.._._._.__._ . i~jJL
Tax benefit of dividends I;)aid to ESOPs 7
: Balance at end of period 2.757
~. Accumulated Other Co"!~rehensive Income (I:,oss)
, Balance at b~inning of period
, .Foreign c~IT!ncy" t~lation .!I.f!.i!:!!.tmen~!!.~_ of tax
Unrealized gains on seC!urities, net of tax
Balance at end of 'p-eriod
_.__~==.__~..~~.~.~_ .. (~~~t,.
. 952
174
. Treasury Stock
_. Balan~ at b!9!!!!l1.~9__C!tp..lilriC?d _..._.__..__...._._..,,__._._.....____.~~~=.-.-....--...~~~_.~.._..._._~.._._...._ 22..8~?.....;....._.___.._...P.~:i.. .
Shares purchased ........__..._...__ ___......J 0.]57 ; _____ 633
Shares distributed:
:... Ef!ipioy.ee..pla!!s--..-.-~:=~==.=..~==~==..=:::=.:===:=~~....... ...._~=.~=::.==__1~""'---"'('1'O:ljoi-~~..:.="'(59~f'
:.._..!~_~~!.C?~r:!~~,..p.!!lns ..._._........_...._....,..__.._.._ ...._......... ,.__..______._..... ... . ............._..""__ . (14) . (1)
..B~~~~!L~~._!~..a.~.f P!.~~~_..__...__. _... ._._.... ...__,__..._. _..... ...._..__..__., 23.460 . 632
, .- _.._~-_.__.._--- -.. ._-- ..,.-.. ......-.-. --.., ... ---------....---.-....--.. ...,_.._------._...---...~-_..._..- ._~_._-------
--
...!>ef~!d_~~~p..!.~!llI,ti~"-:_~Q!,~.... .._.. . .._..........._....__ _.___..___ ...... .
_~j!.~al!.c:~ _!~~egi'::!!!i.ng_~?_t.P~ri.~~__........... _.__._ ....___ .. ..___ .___. __,._
._ Am~rtizatio!!._____.. ...___._________..
... _~alanc~..!!_.~!!.~...2..t.P..!.~C?.~_.._._....._.....__m....._.....__..__________...._.....___._._ .
,.__.__-'___..__. ...__...._. ...........___._..._..... ... ._~.5
(84)
-=- ~81
: Total Shareowners' Investment
$15.509
.
See Notes to Condensed Consolidated Financial Statements.
I::
.
Condensed Consolidated Statements of Cash Rows
Bell Atlantic Corporation and Subsidiaries
, -iDOila,s"in"Miiiionsl-(Unauditedl--.---n----
Nine Months Ended September 30,
1999 · 1998 .
$3,483 .
$,1,99_6__
_...9ash Flows From qpt!rating Activities
'. Net income
~.~djustments to reconcile net income to net cash
provided by operatin9 activities:
___~preciation and amortization
Extraordinary item, net of tax
Loss (income) from unconsoli~!ted businesses
Dividends received from unconsolidated businesses
. .__ AmortizaBon..E!.l!~!l!med)ea.!~_.i_':1_c_o!"~_. .__.___._,
Deferred income taxes, net
Investment tax credits
,..-.--.- ..-." .....--....-...---...... .-...---. -...--.-..--..-.-.-..- ------
Other item~! net__
._...~h~.~9.~s.. i~,E~~a.!~ _ a.ss.e.~ .~~ J~abJ!itie.l;~ . ~~~ ~f. ef!e~s__!rol!':_ _._ ..,.
acq.!J...~s._~ion/dl.~I?,~si~on .~tpus!~sses __.
_..~et cas,~_P.!.~vid~._~y.~~~!tin~t!~~i!i!s.____ .......___._ __________.
:.~
4,602
6
(124) :
84 :
(110) ·
632 ;
(19)
122 :
(1.271) .
7,405
399
7,350
.
.. Cash Flows From Investing A~_
_~et chaI!9..!_tn short-term. investments
__ Additions to plant, property and equi~ment
Investments in unconsolidated _!?!J.si~ess~~.' net
_ Proceeds from disposition of businesses
.. 9!!ler_!!!Y~!'_$L activities. n!.~__._.__.___ .__._.
. ~~t..~!!h. !J~e!l__i"_~n_'!~n.Q_a~yj.~~~.. _' ._______.____
742 ·
(5,816).
(872)'
612 ;
(128) ;
(5,462) .
4!.;326 .
24
462 :
129
._,_ (87);
(19) ,
____._J~~L
232
560 .
(5,421)
(529).
21
(39)'
(5,408) ;
. _. .............-.--., .....---.-..-.--- .----.--..-....--.--.-
~ Cash Flows From Financing Activities
. .~roceeds...fr_o_~ p'~rroy!'!~s..... .__ _____ .__ .____
_.f.rinci~al re~a~ents of borrowin9s and capital lease obligations
_.;.~!y_ extinsuishment of debt
..~~t~h~.!:!9.!! in s~r~::~!~~J!orrgwin9S wittl_ori9in~
maturities of three months or less
.....~r.~ceeds fror:n fina~i!:!9 of cellular assets
Dividends paid
Proceeds from sale of common stock
Purchase of common stock for treasury
O~erfi~a,ncin9 activiti~, net..
~et cash use~t~"- fina~cin9_ act~~t~ .. _.___
H'__'_ ________._278 L_._._~!9~. :
(716): ______ (506).
(257) . 16~0) .;
456 :
380 '
(1,801) .
283
(633):
94 .
(1,916) ;
-::.
_Inc':.~ase J.~_~_sh anc:i.~~!'_ equivCl~en~.__
9.!sh a~d..~Cls..h~9~iyalents! _beg.in~.i~g (If peri~ .. .
~~.!:l_!!,d_p_~~1:t .!!Cluivalents, .end .of peri~d
27
237 .
$ 264'
.
See Notes to Condensed Consolidated Financial Statements.
7
(4,562)
(1,784)
424
(784)
113
(1,644)
"-"--2'98-
323
$ 621
Notes to Condensed Consolidated Financial Statements
Bell Atlantic Corporation and Subsidiaries
(Unaudited)
.
1.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared based upon
Securities and Exchange Commission rules that permit reduced disclosure for interim periods. These financial
statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial
condition for the interim periods shown including nomial recurring accruals. The results for the interim periods are
not necessarily indicative of results for the full year. For a more complete discussion of significant accounting
policies and certain other infonnation, you should refer to the financial statements included in our Annual ~eport on
Fonn 10-K for the year ended December 31, 1998.
"
We have reclassified certain amounts from the prior year's data to conform to the 1999 presentation.
2. New Accounting Standards
Costs o/Computer Software
Effective January I, 1999, we adopted Statement of Position (SOP) No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." Under SOP No. 98-1, we capitalize the cost of
internal-use software which has a useful life in excess of one year. Subsequent additions, modifications or upgrades
to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously
did not perform. Software maintenance and training costs are expensed in the period in which they are incurred.
Also, we capitalize interest associated with the development of internal-use software. The effect of adopting SOP
No. 98-1 was an increase in net income of approximately $175 million for the nine months ended September 30,
1999.
Costs o/Start-Up Activities
Effective January 1, 1999, we adopted SOP No. 98-5, "Reporting on the Costs of Start-Up Activities." Under this
accounting standard, we expense costs of start-up activities as incurred, including pre-operating, pre-opening and .
othfinaner orgialanj7.atidiO~ cobsts. The adOPbl: on basof SbeeOP No. 98ra1-51 did not have all material eff~c~ ~n our results of operations ,
or c con bon ecause our po ICY n gene y to expense a start-up aCtlvltles.
Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (F ASB) issued Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement
requires that all derivatives be measured at fair value and recognized as either assets or liabilities on our balance
sheet Changes in the fair values of derivative instruments will be recognized in either earnings or comprehensive
income, depending on the designated use and effectiveness of the instruments. The F ASB amended this
pronouncement in June 1999 to defer the effective date of SF AS No. 133 for one year.
Under the amended pronouncement, Bell Atlantic must adopt SFAS No. 133 no later than January 1,2001. We are
currently evaluating the provisions of SF AS No. 133. The impact of adoption will be determined by several factors,
including the specific hedging instruments in place and their relationships to hedged items, as welI as market
conditions at the date of adoption. We have not estimated the effect of adoption as we believe that such a
detennination will not be meaningful until closer to the adoption date. ___ _
--
3. Commitments and Contingencies
In connection with certain state regulatory incentive plan commitments, we have deferred revenues, which will be
recognized as the commitments are met or obligations are satisfied under the plans. In addition, several state and
federal regulatory proceedings may require our operating telephone subsidiaries to refund a portion of the revenues
collected in the cmrent and prior periods. There are also various legal actions pending to which we are a party. We
have established reserves for specific liabilities in connection with regulatory and legal matters that we currently
deem to be probable and estimable.
We do not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a
material effect on our financial condition, but it could have a material effect on our results of operations.
.
R
.
.
:::
.
4. Grupo lusaceU, S.A. de C.V.
Grupo Iusacell, SA. de C.V. (Iusacell), a Mexican wireless company that we control and consolidate, and its
principal shareholders entered into an agreement (the 1998 Restructuring Agreement) to reorganize ownership of the
company. This reorganization provided for the formation of a new holding company, Nuevo Grupo Iusacell, S.A.
de C.V. (New Iusacell), with two classes of shares, one of which would be traded publicly. The intention of the
reorganization was to raise capital, increase the availability of debt financing, and increase the liquidity of Iusacell's
publicly traded shares.
As contemplated in the reorganization plan, dwing 1998 and 1999, Iusacell borrowed $133 million from us, as a
bridge loan, under a $150 mijlion subordinated convertible debt facility that expired in June 1999 (the Facility). In
accordance with the Facility and the 1998 Restructuring Agreement, we converted the debt into additional Series A
shares at a price of $.70 per share. We also sold a portion of those shares to the Peralta Group, the other principal
shareholder of Iusacell, for $.70 per share and received proceeds ofapproxitnately $15 million in 1999. As a result
of these interim steps of the reorganization plan, our ownership ofIusacell temporarily increased to 47.2%.
On August 4, 1999, the reorganization plan was finalized when New lusaceIl concluded an exchange and rights
offering to existing IusacelI shareholders. These offerings pennitted shareholders to exchange their shares in Iusacell
for shares in New Iusacell and to subscribe to additional shares of New Iusacell based on their current ownership. In
addition, New Iusacelllaunched primary and secondary share offerings. We and the Peralta Group participated in
the secondary share offering. We received approximately $73 million of proceeds from the secondary share offering
and New lusacell received approximately $31 million of proceeds from the primary share and rights offerings. As a
result of the reorganization, we have recorded an adjusnnent to increase our contributed capital by $43 million
which recognizes the ultimate change in our ownership percentage resulting from these transactions. As of
September 30, 1999, we own 40.2% of New lusaceIl, and we continue to control and consolidate New Iusacell.
We had previously announced that we are engaged in discussions regarding a possible combination or alliance
encompassing the CUITeD.t properties of New IusaceIl and cellular properties in Northern Mexico. This venture may
result in a new prominent shareholder in the New IusaceU business.
The Peralta Group can require us to purchase from it approximately 517 million New lusacell shares for $.75 per
share, or approximately $388 million in the aggregate, by giving notice of exercise between November IS and
December 15,2001.
5. Marketable Securities
We have investments in marketable securities, primarily common stocks, which are considered "available-for-sale"
under SF AS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." These investments have
been included in our balance sheet in Investments in Unconsolidated Businesses and Short-term Investments.
Under SF AS No. 115, available-for-sale secmities are required to be c:anied at their fair value, with unrealized gains
and losses (net of income taxes) recorded in Accumulated Other Comprehensive Income (Loss) in our statement of
changes in shareowners' investment The fair values of our investments in marketable securities are detennined
based on market quotations.
The table below shows certain summarized information related to these investments.
---. -..- - 'Gross
Unrealizlld .
Gains
Gross ..-------.
UnreeIizIld
Losses Fair Value""'"
(Dollars in MiIfIOnS)
__At September 30, 1999
Investments in unconsolidated businesses
Short-term investments
Cost
$369 $1,469
36
$405 $1 .469 :
$ - $1,838
(1) 35 .
$ (1) $1.873 ,
. At~ber31!...!..~________
. Investments in unconsolidated businesses $ 1 _._L.._ 6 $ - $ 7 .
...~.~~~:1~!!!1J~.~tf!l_~~._______.._.___._._..___._.._._ 23 (1) 22
__.____.,______._____.____._.___________ $ 24 $ 6 . $ (1) $ 29.
Our investments in unconsolidated businesses increased from December 31, 1998 as a resuh of a change in the
method of accounting for our Telecom Corporation of New Zealand Limited (TCNZ) investment, as described in
Note II. Certain other investments that we hold are not carried at their fair values because those values are not
readily determinable. We have, however, adjusted the canying values of these securities in situations where we
believe declines in value below cost were other than temporary. The carrying values for these investments were
$184 million at September 30, 1999 and $771 million at December 31, 1998. The decrease from December 31,
1998 was principally due to the disposition of our remaining investment in Viacom Inc. in January 1999.
9
--
6. Debt
Exchangeable Notes
Our long-tenn debt includes two series of exchangeable notes that were issued in 1998 by our wholly owned
subsidiary, Bell Atlantic Financial Services, Inc. (FSI). First, FSI issued $2,455 million of 5.75% senior
exchangeable notes due on April 1, 2003, which are exchangeable on or after September 1, 1999 at the option of the
holder into shares of Telecom Corporation of New Zealand Limited (TCNZ exchangeable notes). Upon exchange by
investors, we retain the option to settle in cash or by delivery of TCNZ shares. The exchange price was established
at a 20% premium to the TCNZ share price at the pricing date of the offering. As of September 30, 1999, no notes
have been delivered for exchange. '
Second, FSI issued $3,180 million of 4.25% senior exchangeable notes due on September 15, 2005, which are
exchangeable on or after July 1, 2002 at the option of the holder into shares of Cable & Wireless Communications
pic (CWC exchangeable notes). Upon exchange by investors, we retaiIhlhe option to settle in cash or by delivery of
CWC shares. The .CWC exchangeable notes were issued at a discount and at September 30, 1999 had a canying
value of $3,214 million. The exchange price was established at a 28% premium to the CWC share price at the
pricing date of the offering.
The respective exchangeable notes must be marked to market if the fair value of the underlying TCNZ shares rises
to a level greater than 120% of the share price at the pricing date of the offering, or the fair value of the underlying
CWC shares rises to a level greater than 128% of the share price at the pricing date of the offering. If either event
should occur, we are required to increase the applicable exchangeable note liability by the amount of the increase in
the share price over the exchange price. This mark-to-market transaction would reduce income by the amount of the
increase in the exchangeable note liability. If the share price subsequently declines, the liability would be reduced
(but not to less than its amortized carrying value) and income would be increased. At September 30, 1999, the fair
values of the underlying TCNZ shares and CWC shares did not exceed the recorded values of the debt liability and,
therefore, no mark-to-market adjustments were recorded to our financial statements.
A proposed restructuring of our investment in CWC, as discussed in Note 11, would change the securities to be
delivered upon exchange for the CWC exchangeable notes. Under this restructwing, we would receive shares of two
companies acquiring the businesses ofCWC in exchange for our CWC shares.
Support Agreements
The TCNZ exchangeable notes have the benefit of a Support Agreement dated February 1, 1998, and the CWC
exchangeable notes have the benefit of a Support Agreement dated August 26, 1998, both of which are between Bell
Atlantic and FSI. In each of the Support Agreements, Bell Atlantic guarantees the payment of interest, premium (if
any), principal and cash value of exchange property related to the notes should FSI fail to pay. Another Support
Agreement between Bell Atlantic and FSI dated October I, 1992, guarantees payment of interest, premium (if any)
and principal on FSI's medium-tenn notes (aggregating SI92 million at September 30, 1999) should FSI fail to pay.
The holders ofFSI debt do not have recourse to the stock or assets of our operating telephone subsidiaries or TCNZ;
however, they do have recourse to dividends paid to Bell Atlantic by any of our consolidated subsidiaries as well as
assets not covered by the exclusion. The carrying value of the available assets reflected in our condensed
consolidated financial statements was approximately $16 billion at September 30, 1999.
Issuance and Early Extinguishment of Long-Term Debt
In April 1999, our operating telephone subsidiary New England Telephone and Telegraph Company issued $200
million of 5.875% notes due on April 15, 2009. The proceeds from the issuance were used to redeem $200 mj!lio.p
of7.375% notes due on October 15,2007. We recorded an extraordinary charge of $1 million (net of an income tax
benefit ofSI million) related to this redemption.
In the second quarter of 1999, we also recorded an extraordinary charge of $5 million (net of an income tax benefit
of S3 million) in connection with the repurchase of S57 million in principal amount of debentures of certain of our
operating telephone subsidiaries.
10
.
.
.
.
.
...
.
7. Earnings Per Share
The following table is a reconciliation of the numerators and denominators used in computing earnings per share.
jQ9.!~iSan(~~Tii~iOii. '~.P.t.1!L~iIar.!~oii_iitSi ..-~~ .- Thr!! M~~_~~~..~!~*~~;"::"Nin~~M~~~_.~~seP!e!!!i;)er ~,:~,
1999 1998 1999 . 1998
Net Income (Loss) Available to Common
Shareowners
.JiiC!?~~~~jiree:.xtraOrdi~~-iteni--:--=~~=---i1:174_~.~_~=~-f.jt)~=~~i"4i~-~~'._~=_~.Ii~~3o'.::
.. ~!!IJ:1tit;!!1_~f in~!~J!!'!~E!.c:t .~C?~__ ....__._, .___ (2)
Income (loss) available to common shareowners
_ before extraordinary item- . .______'...._.._.______1.17..~_ ........ .......___Q:L.____~~~~_'____._._._!!..~.~~.
_~raordinary item (1) . (6) (24)
Net income (loss) avaiJable to common shareowners- $1.174 . $ (8) $3.483 $1.904
.~.__.._i-__.____.___.____.
=BaSic Eam..!r.!.~ (!:~) Per Common Share
~~ighted-ave~9.!..!lhares outstanding .___. 1,553
Income (loss) available to common shareowners
l?e.fl?~ ,1!~!!.~'!Ij!!.a.!Y.lt~ _____., __... ... ...__, ...._ _ ..i.. .76
Extra.o_n:l.in.~ry.!tf!_rn.. .. .. ," , .. ... ...
Net~n~'!I~(I.C?SS)a~iJa.b1e to common s~reowners $ .76
-~1i~-.~!!!~~~:(~~~~~~co~~h.i.a~_~_~~~=:_==_==_==~:..:. _
._.Y.Y..!!9..!!.t~~~.~9!.~~~._~uts~..r:!~1"_9... _.....__.......... _ ... ._..:....._.._,. 1.55~.. ___._ ..__...
...EfJectELd..!!~.!ive securities _________...._..._._ 32
. _~~!~..:!~_~g.~_!ha!!lS=_~!~t~._.._.___...._.......___....__ 1.585
Income (loss) available to common shareowners
before extraordinary item $ .74.
Extraordina~. item
!'Jet!!!.co!1:l.l!. (t~),.!!~i_~I~t~ com~~,! .!5!!a_~~~!'s. .... $.74 .
1.553 .
1.553 .
1.553
._.~ _(:Q1L. .._..._~,~,~_5..... __..... ._~....1.?4.
(.01) (.01)
$ (.01) $ 2.24 $ 1.23 .
_...._..!.~~~.L_.____,. _..'L~~E;!.-,.,__. _..1..,E?..~...,
24
1.577
30
1.553 . 1.583
$ (.01) $ 2.21
(.01)
$ (.01) $ 2.20
$ 1.22
(.01) .
$ 1.21
*Income (Joss) and Net income (Joss) available to common shareowners is the same for purposes of calculating basic
and diluted eamings per share.
Stock options for 83 million shares for the three months ended September 30, 1998 and 1 million shares for the nine
months ended September 30, 1998 were not included in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price of the common shares. For the three and nine
month periods ended September 30, 1999 the number of antidilutive shares was not material.
a.Comprehensive Income
Comprehensive income consists of net income and other gains and losses affecting shareowners' equity that, under
generally accepted accounting principles, are excluded from net income. For our company, such items consist
primarily of foreign CWTency translation gains and losses and unrealized gains and losses on marketable equity
investments.
The components of total comprehensive income for interim periods are presented in the following table:
~~~i!~E~T==.~~::=~_==-..--._.. . .._~:~~.:.__=.~_~~ClecIse~:i.=~~~~~~~.~~i#~{:~...
.~~~n~!JL~) ... p___' .... ... d $1.174 $(8) $3.483 $1.90e-- ...
..Q.ther C~"preh~ive Income (l~._._. __.__.______._
..fJ>>~~L~I!'!.~.~ranslation adjus~r.!!S-,- ne~f tax .__.
...I,!.!!~.!;.!~Lg~!~_(!~ses~~~~rit~-'~t ~!.~._.
86
(72)
14
S1.188 .
70 .
__~~~.___..lrr6.:
952 . 11
888 (166) .
$4.371 $1.740 .
70
$62
:Total COf!Ip-~ive!~
The increase in tmrealized gains on securities is principally due to the change in accounting for our investment in
TCNZ from the equity method to the cost method. As a resuh of this change in method of accounting, we have
adjusted our investment in TCNZ to its fair value at September 30, 1999 and recorded an unrealized holding gain of
$900 million (net of income taxes of S485 million). You can find additional information on the change in method of
accounting for our TCNZ invesunent in Note 11.
11
9. Proposed Bell Atlantic - GTE Merger
Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of equals under a definitive merger
agreement dated as of July 27, 1998. Under the tenns of the agreement, GTE shareholders will receive 1.22 shares .
of Bell Atlantic common stock for each share of GTE common stock that they own. Bell Atlantic shareholders will
continue to own their existing shares after the merger.
We expect the merger to qualify as a pooling of interests, which means that for accounting and fmancial reporting
purposes the companies will be treated as if they had always been combined. At annual meetings held in May 1999,
the shareholders of each company approved the mergeI;'. The completion of the merger is subject to a number of
conditions, incl1lding certain regulatory approvals and receipt of opinions that the merger will be tax-tree.
We are working diligently to complete the merger and are targeting completion of the merger around the end of the
first quarter of 2000. However, Bell Atlantic and GTE must obtain the, approval of a variety of state and federal
regulatory agencies and, given the inherent uncertainties of the regulatory process, the closing of the merger may be
delayed. ..
We have provided unaudited pro fonna combined condensed statements of income for the years ended December
31, 1998, 1997 and 1996 and a pro forma combined condensed balance sheet at December 31, 1998. in a joint proxy
statement and prospectus filed with Securities and Exchange Commission and dated April 13, 1999. We have
provided an unaudited pro fonna combined condensed statement of income for the six months ended June 30, 1999
and a pro fonna combined condensed balance sheet at June 30, 1999 in a Current Report on Fonn 8-K flIed with the
Securities and Exchange Commission and dated August 26, 1999.
In this interim report, we present unaudited combined condensed pro fonna financial statements for the nine-month
period ended September 30, 1999. These financial statements are presented assuming that the merger will be
accounted for as a pooling of interests, and include certain reclassifications to confonn to the presentation that will
be used by the combined company and certain pro forma adjustments that confonn the companies' methods of
accounting. This information is presented for illustration purposes only and is not necessarily indicative of the
operating results or financial position that would have occurred if the merger had been completed at the period
indicated. The information does not necessarily indicate the future operating results or financial position of the
combined company. For a more complete discussion of pro fonna adjustments and other financial information, you .
should refer to the pro fonna financial information presented in the joint proxy statement and prospectus and in the
Current Report on Form 8-K dated August 26, 1999.
I Pro Forma Combined Condensed Statement of Income
~ (Dollars in Millions. Except Per Share Amounts) (Unaudited)
! Operating revenues ..
l-9.p'!~.~i.!!9.~~P..!.I:t!~_.__..__....______._.__..______..____.._____.__
._~r!~!.!!9 in~~~~ _.._.___.__._
Nine Months Ended Septe;ftber 30,1999 :
_._____.___ ......_~~~lt6.~..:
31.270 !
___11..891-__
:.lncomefro.iTiU.nconsoiidatea-.buslnesS;S..--.--....------....-..-.-..---.. ......-------..--..-'........-.-....-.......... ........".-435.....:
i '
:...9~!l..~!.in..CC?~l! .and (l!xp!n..~ek~.t... _.......=-.==~~=.==.=._--._~-~-...==:.-.~7.-.".._--._._.- ....~(1.4)-~
:~int~~~f~~P.!~!:"==-_=.-.=.:-.~~:~.=--=-.:=~~:=~==.==~:==__._.~__...--=~.~_-=~~.~::.:..=.._~~:.__:::~~:,~~j) 1f...
! I", .
-::.
----...---------
; Provision for income taxes
r'-income.fro.rTi"continulng.opeiitions-.-"'''''-'''.._.
.-...:. ..... ......~. -..-....- _...... _.. .. ---... _._. .._--------.~
3.838
$ 6.562
-- -.-----.
~_~!~!!~~!.'.!.f CO'!!~~_ha~___._........_._..._.__.____.__ '_"'__ ___ . ._____._. ....",...
;.:,,$~;ie~~~ii~~~~~~~~~Vi~i1i~~(i~~~ili:~~sj~~~-_....._-_..........----........... ...-._.._.--._....__..__.._._.........-..-~..2:7~{.....
._._-_.._----_...-~
..oiiutedEami~per.common.Share...... .......... .......- ..-.................---....-.........
:...I.~~~!!I~.f.r:.CJ..r::n...~c:>_n..!i!:l.lJl!!9 .~p.~~.~i~.~~. .P~r..~CJ..r:!1l!!c:>n....~.~~.r.~._... .._...._._...._."._ _..
: Weighted-averalle shares - diluted (in millions)
$ 2.36 ,
.. ... ,. --.........,...........---........-..-.---.-........ ....2 .i78"'~
.
12
.
.
-=-
.
I Pro Forma Combined Condensed Balance Sheet
cDOit8rS-iilMimoiiS)(unaudited)
Assets
-_.~--
Current assets
_._~q~..!!..!nd te'!lPEra!1 casl}J!!.~stn:!ents __
Receivables, net
"'Netassets'avaiiabie for sale
~--:Other-current-~se~'-._'-'
.~}'.~~!~~~~i!Y. an~ equ_ipment. nei-=-__..
At September 30,1999
'----.-'-.--$-3~~71.~
11 ,6.~~.....
1,752
2,978
20,283
----_._--_._--_.._.._-~-~-
9,799
._..!.nvestme~ts in unconsolidated businesses
"O.ther'~5.e_~_..._..._____._________._______._==...;; .._=--=.-.-.---------16~485-..,
,._Ig,~!!~ts .. . $106,972
...~biJ.itiel;.~.~~~_~~
Current liabilities
--oebt.maiurins-;iithTn~.o~~r-====--=~~='..~:.=~_._. _'_::- . --....-.-...--..--------$.. 10';391'"
, .Accounts paya~~,li.l)dacp~~,.!~ili!!~_ __....____........ _00___.. ..__ . - ..~= --=-=...~.=~~..==.:..:.~=~..=~~...~)?;1.7i..~:
.Other cur,re.nt liabilitie,s. __q" _." .._..._ .. '__q_ moo ____.._. . 2.638
25.201
31,741
13.978
10.038
Long-term debt
.. '~p.!~Y~ bej.je1!!~o~~9~ii.ons.-.===:~.::.~.~_.====~....---...q-. ...-.-...-
....P2!e.~_credits and other liabilities
Shareowners'investment
.... ..:~riiIT!~~:!~~.@.::i6i~321~-285- sh8ieS)..---.~.=~=---=~_~.==~:__....~:=..~:~::=~==..=~==~-.:.~~==~==:~_=_~:Itz~~.
. . .... ._c.~l1t~~!J~~(t9!~i!!iJ.._. ...__.__._.__.._ .._.'.. ...._ __....__..__.~.._?_Q.!Z!..?...;
Reil1~~tecl.~a.~!119~.... ....________._,_______ ._..' ...... ..___......_._ ... .._._.._....._.._.........__..!?.?..3JL..
Accumulated ot~er comp_~~~w.e.'!~_d. _.,.. ..___.._ (193) .
....._._..__..________..__ 27 .59_~_.
._..._L..e~.~I!!.I!I.~.!'!. stock in treasury, at cost 632
'-._~~~~!fe~ compensation - employee stock ownership plans 948
26.014
$106.972
....Io~.lliabilities ~nd shareowners' investment
10. Proposed Domestic Wireless Transactions
Vodafone AirTouch
On September 21, 1999, we signed a definitive agreement with VodafoDe AirTouch pic (Vodafone AirTouch) to
create a national wireless business (Wireless Co.) composed of both companies' U.S. wireless assets.
Assuming that all of the assets are contributed as provided for in the agreement, Wireless Co. will be 55% owned by
Bell Atlantic and 45% owned by Vodafone AirTouch. We will control the venture and, accordingly, consolidate the
results of Wireless Co. into our financial results. The transaction will be accounted for as a purchase method
business combination.
Wireless Co. will initially assume or incur up to $10 billion in existing and new debt. Vodafone AirTouch has the -
right to require that up to $20 billion worth of its interest in Wireless Co. be purchased by Bell Atlantic and/or
Wireless Co. between the third and seventh years following the closing of the transaction.
The completion of this transaction is subject to a number of conditions, including c~ ~gulatory approvals and
the approval of the .shareholders of Vodafone AirTouch. We expect the transaction to close in 6 to 12 months from
the date we signed the agreement.
Frontier Cellular
On July 20, 1999, Bell Atlantic Mobile, our domestic cellular subsidiary, announced that it would purchase Frontier
Corporation's (Frontier) interests in wireless properties doing business under the Frontier Cellular name. Bell
Atlantic Mobile currently owns 50% of the Frontier Cellular business. The transaction is expected to close in the
fourth quarter of 1999.
13
11. Investments in Unconsolidated Businesses
Agreement with Metromedia Fiber Network. Inc.
On October 7, 1999, we announced a strategic agreement with Metromedia Fiber Network, Inc. (MFN), a domestic e.'.
and international provider of dedicated fiber optic networks in major metropolitan markets. Our agreement with
MFN has two parts.
First, we will acquire approximately $550 million of long-tenn capacity on MFN's fiber optic networks. Of the
$550 million, 10% is payable in November 1999 and 30% will be paid in each of the first three years of the contract.
Second, we will invest up to approximately $700 million to acquire up to 9.9% of the equity of MFN through the
purchase of newly issued shares at $28 per share. We also will purchase up to approximately $975 million in debt
securities convertible at our option, upon receipt of necessary government approvals, into common stock at a
conversion price of $34 per share, increasing our potential equity iQ;vestment in MFN to about 19.9% of the
company. Our in~~stment in MFN will be accounted for under the cost method. Certain aspects of this agreement
are subject to the approval of various regulatory authorities, which we hope to obtain before the end of the year.
Proposed Restructure of PrimeCo Personal Communications. L.P.
On August 3, 1999, we and Vodafone AirTouch announced an agreement to restructure our ownership interests in
PrimeCo Personal Communications, L.P. (primeCo), a partnership that was fonned by us and V odafone AirTouch in
1994 and provides personal communications services in major cities across the United States. Under the tenns of
that agreement, we would assume full ownership of PrimeCo operations in five "major trading areas" (MT As) -
Richmond, VA, New Orleans, LA and the Florida MTAs of Jacksonville, Tampa and Miami. Vodafone AirTouch
would assume full ownership of the remaining five PrimeCo MT As - Chicago, IL, Milwaukee, WI and the Texas
MT As of Dallas, San Antonio and Houston.
Under the tenns of the Wireless Co. agreement (see Note 10), Bell Atlantic and Vodafone AirTouch agreed to
suspend the August 3, 1999 agreement to restructure PrimeCo ownership interests, with certain limited exceptions.
As a result, actions to allocate most PrimeCo markets would not commence prior to February 2000 or may not occur
at all based upon the timing of the completion of the proposed domestic wireless transaction with Vodafone
AirTouch.
--
Proposed Restructure of Cable & Wireless Communications pic
On July 27, 1999, we announced an agreement with Cable & Wireless pIc (Cable & Wireless), NTL Incorporated
(NTL) and Cable & Wireless Communications pIc (CWC) for the proposed restructuring of CWC. We currently
have an 18.6% ownership interest in CWC.
Under the tenns of the agreement, CWC's consumer cable telephone, television and Internet operations would be
separated from its corporate, business, Internet protocol and wholesale operations. The consumer operations would
be acquired by NTL and the other operations remain with Cable & Wireless. In exchange for our interest in CWC,
we would receive shares in the two acquiring companies. representing approximately 11.2% of NTL and
approximately 4.7% of Cable &. Wireless. Upon completion of the restructuring, our previously issued $3,180
million in CWC exchangeable notes would be exchangeable on and after July 1,2002 for shares in NTL and Cable
& Wireless in proportion to the shares received in the restructuring. Upon exchange by investors, we retain the
option to settle in cash or by delivery of the Cable & Wireless andNTL shares.
We expect the restructuring to result in a material non-cash gain. The transaction also may cause the exchan~ble
notes to be marked to market, resulting in a charge to income. See Note 6 for additional infonnation about the CWC
exchangeable notes.
The completion of the restructuring is subject to a number of conditions and, assuming satisfaction of those
conditions, is expected to close in the first half of 2000.
14
.
.
Additional /mestment in Omnitel Pronto ita/ia S.p.A.
ID ]Wle 1999, we made an additional investment in Omnitel Pronto ltalia S.pA. (Omnitel) of $635 million, which
increased our ownership percentage from 19.71% to 23.1%. Approximately $606 million of this additional
investment represents goodwill, which is being amortized on a straight-line basis over a period of25 years.
Disaffiliationfrom Telecom Corporation o/New Zea/and Limited
Effective May 31, 1999, we took steps to disaffiliate from TCNZ. As a result, we no longer have significant
influence over TCNZ's operating and financial policies and, therefore, have changed the accoWlting for our
investment in TCNZ from the equity method to the cost method. The change in the method of accounting for this
investment is not expected to have a material effect on our future results of operations. We currently hold a 24.94%
interest in TCNZ.
Coincident with our change to the cost method of accounting, our inve~ent in TCNZ is now subject to the
provisions of SFAS ~o. 115. Under these provisions, our TCNZ shares are classified as "available-for-sale"
securities and, accordmgly, our TCNZ investment has been adjusted from a carrying value of $363 million to its fair
value of$I,748 million at September 30, 1999. This increased value of our investment is recorded in Investments in
Unconsolidated Businesses in our balance sheeL The unrealized holding gain of $900 million (net of income taxes
of $485 million) has been recognized in Accumulated Other Comprehensive Income (Loss) in our statement of
changes in shareowners' investment.
.
12. Segment Infonnation
We have four reportable segments, which we operate and manage as strategic business Wlits and organize by
products and services. Our segments are a Domestic Telecom group which provides domestic wire line
telecommunications services; a Global Wireless group which provides domestic wireless telecommunications
services and includes foreign wireless investments; a Directory group which is responsible for our domestic and
international publishing businesses and electronic commerce services; an~ an Other Businesses group which
includes our international wireline telecommunications investments, lease financing and all other businesses.
We measure and evaluate our reportable segments based on adjusted net income, which excludes undistributed
corporate expenses and special items arising during each period. Special items are transactions that management has
excluded from the business units' results, but are included in reponed consolidated earnings. We generally accOWlt
for intersegment sales of products and services and asset transfers at current market prices.
Special items in the three and nine-month periods ended September 30, 1999 included costs associated with our
1997 merger with NYNEX Corporation. In 1998, special items included merger-related costs, retirement incentive
costs and other charges related primarily to international investments and our video business. Special items affected
our segments as follows:
.
:.-tDOUirs iriWlionsY---
---.-nvee ionIIls EncIecI ~30.-~ McIiiths Ended Sepi8lnber30;~::
1999 . 1998 1999 1998
~
Domestic Telecom
Reported net income
Special items
..~~l!!.s.!l!l!!_~!in~~~__ _'_______' _ ___.....__
. Wifeless
..- .._~.. --_.- .,-_..~......--_..
~lOf!ed.. net_ income .(I~).
~ items
. Adjusted net income
. Directory
-~-~-~~~-- ----.------.--'------'
Special it~!l'I_!?__..____
~~ust!c!..nt!.! in~~e _ __ _.. . ..____
Other Businesses
~____M....--....--..-_-'--.
_~PO~l!.~t il).~J!~L___.._.
..J?~!...i.~~~l>..__..____..______ __. ...__._....____..__.
._ Adju~!!~ net i,!~me __.____.._.__...__
__..._._...__..._.....__......"..__._.._._________.__._._._.._........ . .__, ._n'''' _. __. _ _ .... __.'n_ _.._
.~~~~!".glte~
Reported net income
Special item.s
Adjustednet incom.e
.
$837 .
25 .
5862 .
.._._.."~.!~~.__.,, ,
5133
5146 .
2
5148 .
5 24
S 24
..---. -. '------$34-'''.
$ 34
$ 261
544
$ 805
$2.585
54
$2.639
$1.697 .
744
$2.441
$ (97) ...
178
$ 81
....~.~...$~_..~.~7. .... ....,... -"''''','-'' .~-:~j~
17S=- :
$ 176
$ 287
__)..1,20 .___.-1..~~__._._._~.._.4..?.Q_..
14 5 14
$ 1 34 $ 504 $ 464
-_._-- ~._. ..-- $ 86
_.....!(!?_~)
364
$ 35 $ 86
._L<,~83l
364
$ 81
."..-.----... -.... . ... -.--.. ._..- -. ....-
$ 37 $ 26 $ 44
2
$ 37 $ 26 $ 46
The following table provides operating financial infonnation for our four reportable segments and a reconciliation of
segment results to consolidated results.
(Dollars in -Millions)
'--..----........'.-.-~:~:~~........iiiree.!O':~Ei1di!d.~~~~;:~--.-=.-Nfne.~~~~:~!~tN!.~i~~:.:=~:.
.
. External Operating Revenues . .
DomestiCiei8c:om-.--.-.---.-------$6:601~---.$6;427---$19:.547------$1-9;.025
· Global wireless 1,182 979 3.291 -2-:-780""
i Directory 500 485 1.665 1.618
. Other businesses 31 23 89 73
....!~~._~..!!Qr.!l.e~_::.!.!P_~,r.!~~L.._...__.._....:~,_..._.........._..__..__~'_314 .-:....___._..?!.~.1...L_~_._.._....~.~~~.?.._.._i.._...__..__~.~.~~_9.~_.....
_ Reconciling items : (10) i (4) (26) (7)
: Total consolidated - reported $8.304; $7.910 $24,566 $23.489
Intersegment Revenues ..---.-..-.---:--..---.--..;.-,;..--.--------..-.,.....--.............-....-...--.-......-....
-Domestic telecom .-. $ 42 $ -"-"31--'-~"'--"10-'-'-"-'-'-"'$-"--"-92-"".
Global wireless -- 5---'----5--.--14.----.-.12-....
Directory 1" . 4 -----.....--"4..
Other businesses 3 5 .--.-----,,-------.---...-...-..-.....'.5.....
Total segments':-;e"Ported --_____E.L~___.H_ 4~..__.__.____.._,.. .1..~~. 123.
_Reconciling items (51) (42) (139) (123)
. Total consolidated - report~p $ $ $ $
"Total Operating ~eyenues--.--..--:----..-------- -.---.... .---. ~'- .,...-- .-.. ..:
Domestic telecom' - . - $6.643 $6.45S--"'--"$1"9."s57.-':---$1if"117--'"
. Global wirelesS --------;-:;sj. ..-984-.......--~305 2-;792---"
. Directory . _ 501"486-. T:6Sg------;-:ei2".-.
. Other businesses 34 28 100 88
:. Total segments ~rted ..__,_...._.__..._....__ ._._._...~~36?_..:...__....__.1.9.?..~_____.__~!2?L....__....__. ._?~.&H~_.. ..
--'~!~~~!!.r:!.9_items ____._____.__.._..._.._.___..... (61) . (46) . (165) (130)
Total consolidated - rE!~rteE_..___ $8.304 $7,910 $24.566 $23.489
-Nifiicoiiii........--........ ..............- .---..-.. -.-...., -..-..... ...-.--_.~-..-...._.- .... ...-......-....-.--..-... ......-..-.....
:~~:~~~-.:...~-_..-=:~.~.~_:~~~~_.._~:::_:T=-~.~:..:~f-~~~~~.:...,=~=_:.: =.f._~~~ ..~~:=-.....:t .2.!~~~. =.. $ . ~..~~
Directory 148~}~==~==3_~-'..':'~.~:~'~'. 464
: Other businesses 24 35 86 81
. Totalsegments-adjusted 1.167 1.055 3.516 3!.1~.
. Reconciling items 34 _.__~:!.._ 26 . 46
:~cial items (27) (1.100) (59) (1,302)
. Total consolida!ed - r.!p.9.!ted__ $1.174 $ (8) $ 3.483 $ 1.906
.
, (Dollars in M~Iions)
At September 3D, At Deceniiier31-;---
1999 1998
--
Segment Assets ___..._____.________..___
=:Oomesti_c_.teiecom _...... _..._____.___. .._,.._.__..._.... _,____..._.__._. _..
Global wireless
. -'OiieClOry"'-- H_" -.- _n.___. . .--..
"Other-businesses
. Total segments - reported
..Reconci.iing..items.----.----......-----.------..-.-.-.........--.-.--......---.--.-.-.. _........
Total consolidated - reported
,.- -----_._-,.. .~.., ~.......-....
$41.681
9,419
.. ...___.._____.._.__~.~_~?l?_._....._... .... .....
6.810
. .....,__.__.._..._..?~!~~!5...... .....
(714)
$59.022
.'- _....... - ,..
$41.217
7.739
...... .1~? ~l...__....
5.353
. ,._5_E?!q.?9-~
(906)
$55.144
Reconciling items include undistributed corporate expenses, corporate assets and intersegment eliminations. At
December 31, 1998, corporate assets were comprised primarily of our investment in Viacom Inc. This investment
was disposed of in December 1998 and January 1999. Assets for our Global Wireless segment increased primarily
due to growth in the wireless network and additional invesnnents in unconsolidated businesses, principally Omnitel
and PrimeCo. Assets for our Other Businesses segment increased primarily due to the change in method of
accounting for our investment ill TCNZ, as described in Note 11.
.
.
.
::
.
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition
Overview
Our results for the first nine months of 1999 reflect strong growth in data and wireless services and sustained demand
for basic telecommunications services. We reponed net income of $1, 1 74 million or $.74 diluted earnings per share
for the three month period ended September 30, 1999, compared to a net loss of $8 million or $.01 diluted loss per
share for the three month period ended September 30, 1998. Reported net income for the fust nine months of 1999
was $3,483 million or $2.20 diluted earnings per share, compared to net income of $1,906 million or $1.21 diluted
earnings per share for the same .period in 1998. Our reported results for the three and nine month periods in each year
were affected by special items. After adjusting for such items, net income would have been $1,201 million or $.76
diluted earnings per share for the third quarter of 1999 and $1,092 million or $.69 diluted earnings per share for the
third quarter of 1998. Adjusted net income for the first nine months ofthe\year would have been $3,542 million or
$2.24 diluted earnings per share in 1999 and $3,208 million or $2.03 diluted earnings per share in 1998. The table
below summarizes reported and adjusted results of operations for each period.
- (Dollars in Millions, Except Per Share Amounts) Three Months Ended septi"niber 3o~Nine MonthS'Ended September -30-;--
--'-"'-'-''''-'-''-'--'-' . 199r--.-. -- ..--199if--.-...-.-1999---'... ''''''-fiiif--'
$8,304 $7,910 $24,566. $23,489
6,186 . -'s, i80-.---18~22~-18,694-.-'
2, 118.___...~ ' ~.~~.__.._._._.__~,343 ___~?.~?__
.~~eratin9. revenues
'_ Operatin9. expense~
.._~~!~~!!!.~tinc:.~~e_...__.___.___________._.
}tepo~-Net In~.(LOSS)---..--------
~cial 1.!ems - pre-tax
Merger transition costs .___._______
: Retiremem incemive costs
._Othe!.... chal'9.!~d s!?.~!!..~~'!I~.._........ .. ... ... .... ..
._!~.!8.!.!~.~ial items :..er.!':t.~~_.....__, .___. _ ... _ __ .._ ...
Tax effect of special items & o~,!er tax-relatE!d it!"1s
: Total special items - after-tax
. Adjusted Net Income
1,174
18)
3,483
1.906
45
....--.....----- -----". .-.
18
27
$1,201
107
------~_.
1,021
588
_.... _.. ___.._..~1___.__._,1.?.~~. .
38 41 4
59 1,302
$ 3,542 $ 3.208
97
52
..._..~-_..
747
.~_.--~
588
1,387
287
1.100
$1,092
45
. Diluted Earnings (Loss) Per Share - Reported
:-"Diluted Earnings Per Share - Adjusted
$ .74
$ .76
$ 1.01)' $ 2.20 $ 1.21
---$-~69--;-----$2.24--$-2."O~~~
The following table shows how special items are reflected in our condensed consolidated statements of income for
each period.
..J~rs in MiUions)
,___.._____._._~.~.~~.__;..!I.!!!...~~~~.lO...!.-j
. 1999 1998 . 1999 . 1998
, Employee Costs
.' Retirement incemiWeosts --"'''-'- $ - -"-'. .fl~7~=:_=_=}~ ___ :~~"~F!()if.~
,'~~.~ji:t"~~s.-.~=~~==.=~~~~.~~:==---=.!f=':-'" .. .. ~....:- 32 3~
"Other Operatirig Expenses
.M.~r.g~i_iY:.i~~.i~~:~~~~~:..._._ .~~.~..~_~___ ..__. _.,..,._._~_:__==~I..;..q
. .v!~!~~~~..ch,a~es _. ... ..._ __...__ .. _. __ _ _,,. __H'
. Writ~dow..n_ of a~ets_ .. ._. .. ' ..
~!.~~!..it~~___.._. .....,_.._. ..____._.___....
49
15
40
8
. !3~ _ ..._..
98
15
:4:~': =
8
InComen.OSs From UnCOiiSOlida~BUSi-nesses'----"--..'- ----.-.---
--------.'--.~------_._.. ._.-._~-----_._...._._. .......~_._.~.- '--'--"'--'."
...~~~!'"d~~!!ot~~...in~e~__..-_._ ...._ __.. . .......___....__.. .
..yy!it~~w.rl~tv!~~.i~~~r.!tS
... ..485-----:---....'-485--
'(=="~.~:::===:::.=~-=~::'==--_-I::.
.--:;:~~~t:f~~~~:~~~=.'~----'~~~~~'=~~-..'.' ...-.=.~..._.._.~ ...=~.~~ ... .:~.:~.~:~~~$.I.._._~_.....___._...=.___..I~.~L..
-- -,'. ~._-.._...-..---..__.... .--_._..~--_...._-~_..,-..,.. -.
'I~t Ei.pense-===:=-~.~_..~~:=="....________._____.___.
Write-down of assets
- Total Special Items - Pre- Tax 45
-Tax effect of special items & other tax-r~!ated items 18
.!~~"_~~~I~~-::~~r-~'''H'-'H''_H'__ ._hH $27
...47----------~i..
. 1,387 ~..______1,71~_
287 38 414
$1,100 $59 $1,302
What follows is a further explanation of the nature and timing of these special items.
I Merger-related Costs
In connection with the Bell Atlantic-NYNEX merger, which was completed in August 1997, we recorded pre-tax .
transition and integration costs of$45 million in the third quarter of 1999 and $97 million in the first nine months of .
1999. In 1998, pre-tax transition and integration costs totaled $52 million for the third quarter and $107 mi1lion
year-to-date.
Transition and integration costs represent costs asso~iated with integrating the operations of Bell Atlantic and
NYNEX, such as systems modifications costs, advertising and branding costs, and costs associated with the
elimination and consolidation of duplicate facilities, relocation and retraining. Transition and integration costs are
expensed as incurred.
These merger-related costs were comprised of the following amounts in the three and nine-month periods ended
September 30, 1999 and 1998.
{~i!~ 1ii..~~~~~!r~~~: ~:'~~.~~~ ~.':~~:=~~"'~:~..=~.~!!t~Mc:I~'~ed~~~.lI!~~.39... ".~'=,~~n..~~~~'~~~ ~ptiin:.~t.~~_..~.
1999 . 1998' 1999 . 1998
Transition and Integration Costs .
...S.ystems....modifications........ ..................... .... .................. ......... ..-..-...-$43-~.. ...... ..... . ... $42.....-.........'-....... '$89 ......... .--.................$.80....... .
'.AB:.r~a;nid'~,.-n.Sgln..Q~...:.~~:.~~~.=...~. :....... .:.'.:'.':'~':'.':." ...:...~~.~~..~.:~~:~=~. =-1'.-~~.'=-. ",:.==, .' ~'.'-~"=-~ -. .--......::.:-...-.......-...; 5
2'" . .-... .. ,-- ......-..-.. "g'
. Relocaticiri;'''ret'raini"ganci''oti.ier-- -.-.. ..........,.. -"'"'' -2-..-.... --------.......-7--....--.....'...3...- ...
.t~t!.L!!!ri!it!~~~E.~_'~e.~~a.~~:.~.~~.__-::.::~~ $45 $52 $97 $107
I Retirement Incentives
In the third quarter of 1998, we recorded retirement incentive costs of-$747 million (pre-tax) as a result of 5,231
associate employees electing to leave the company under a voluntary retirement program. For the fIrSt nine months
of 1998, retirement incentive costs totaled $1,021 million, representing 7,299 associate employees who elected to
retire under the program. The costs were comprised of special tennination pension and postretirement benefit .
amounts, as well as employee costs for other items. These costs were reduced by severance and postretirement
medical benefit reserves established in 1993 and transferred to the pension and postretirement benefit liabilities as
employees accepted the retirement incentive offer. The voluntary retirement program covering associate employees
was completed in September 1998. The severance and postretirement medical reserve balances were fully utilized at
December 31, 1998.
--
I Other Charges and Special Items
In the third quarter and nine month period ended September 30, 1998, we recorded other charges and special items
totaling $588 million in cOMection with the write-down of Asian investments and obsolete or impaired assets and
for other special items during the period. These charges are comprised of the following significant items.
Asian Investments
In the third quarter of 1998, we recorded pre-tax charges of $485 million to adjust the carrying value of two Asian
investments - TelecomAsia, a wireline investment in Thailand, and Excelcomindo, a wireless investment in
Indonesia. We account for these investments under the cost method. -- ""-
The charges were necessary because we detennined that the decline in the estimated fair values of each of these
investments was other than temporary . We detennined the fair values of these investments by discounting estimated
future cash flows.
Video-related Charges
During 1998, we recorded pre-tax charges of $23 million related primarily to wireline and other nonsatellite video
initiatives. We made a strategic decision in 1998 to focus our video efforts on satellite service offered in conjunction
with DirecTV'and USSB. We communicated the decision to stop providing wire line video services to subscribers
and offered them the opportunity to subscribe to the satellite-based video service that we introduced in 1998. In the
third quarter of 1998, we decided to dispose of these wireline video assets by sale or abandonment, and we
conducted an impainnent review under the requirements of SFAS No. 121, "Accounting for the Impairment of .
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." We based our estimate on an estimate of cash
flows expected to result from the use of the assets prior to their disposal and the net proceeds (if any) expected to
result from the disposal.
.
.
..
.
I Other Charges and Special Items - continued
Write-down of Other Assets and Oth8r Items
Results for the third quarter and year-ta-date 1998 also included a pre-tax charge, net of minority interest, of $42
million for the write-down of fixed assets (primarily buildings and wireless communications equipment) and
capitalized interest associated with our Mexican wireless invesnnent - Nuevo Grupo Iusacell, S.A. de C. V.
(Iusacell), parent of Grupo lusaceIl, SA. de C.V. We account for our lusaceII investment as a consolidated
subsidiary.
These assets relate to lusaceIl's trial of fixed wireless service provided over the 450 MHz frequency. While
continuing this trial, lusaceIl has been considering whether or not to pursue its rights to acquire 450 MHz licenses
for other areas or to offer new services. lusaceIl concluded that, in view of the capability of CDMA technology and
the success it had with its deployment, an impairment existed with respect to assets related to the 450 MHz
technology since the ~g value of these assets exceeded the sum of the estimated future cash flows associated
with the assets. lusaceIl is currently in discussions with the Mexican Federal Telecommunications Commissions
(COFETEL) as to the status of lusaceIl's 450 MHz frequency triaI and the terms under which Iusacell could acquire
certain 450 MHz licenses. Iusacell anticipates a resolution with the COFETEL as to the status of their 450 MHz
trial and license opportunities by the end of the fIrSt quarter of2oo0. At that time, we hope to have available the full
facts to decide lusacell's overall strategy concerning the 450 MHz licenses.
Other items arising during the three and nine months periods ended September 30, 1998 included charges totaling
$38 million principally associated with the settlement of labor contracts in August 1998.
Segmental Results of Operations
We have four reportable segments, which we operate and manage as strategic business units and organize by
products and services. Our segments are Domestic Telecom, Global Wireless, Directory and Other Businesses. You
can find additional infonnation about our segments in Note 12 to the condensed consolidated fmancial statements.
We measure and evaluate our reportable segments based on adjusted net income, which excludes undistributed
corporate expenses and special items arising during each period. Special items are transactions that management has
excluded from the business units' results, but are included in reported consolidated earnings. We previously
described these special items in the Overview section. Special items affected our segments as follows:
:::.~..!!!.~~
. Domestic Telecom
.-..--.
... Re..ported net incom_e
_?.pecial items .
..._~~st~ ~inco!"e ______
Three IIIonttls Ended September 3O,.--'---Nine Months Ended September 30.
1999 'i9iif"-- 1999 1998
$1,~97
744
$2,441
$837
25
$862
$ 261
544
$ 805
$2,585
54
$2,639
--WireliSs ...--"..--.-
"'---'''-~-----'~'''-'''''''-''~'---'---~----'''--~'----..----.--...-.. .. .." - ..-..-.-..---.--....-...
.J!~rted net income (IoS!L__.__~___. $133 $ (97) ._...__.._L.?_87 _____
_~~.c;it!lit~m.~_... ,___.__._..._.__._._ 178
A.clj~~~c;ln~!l~c.orTle._. '_ __. _.. $133 $ 81 $ 287
Directoi.y. . . , , .
Re~rtl!~ .~.t..inco'!'~d
. .spe~~1 ~e!!,~. ." ...__. ..
.Adiu!t.edne!.i~co..me.. ..... '.."
$ (~L_..
178
$ 176
$"'- 450'-
14
$ 464
$146
2
$148
$ 120
14
$ 134
$ 499
5
$ 504
". OtI1er Businesses' --.,-.---.---- .---....---.-.-.-...-..........-
.....____ .____. ..._.__,..._._____....._.._.__ ....... .._.__." - . ". w.. _ '"' _ _.
...~~ported.!l.!.~ inco.I!'~JI~~). ._. ....... .__ . __ _'_'._
..~I?_e..~!~!.!!.l!~,~............._.._.__._..... .____ _.m. _.h
..A.c;lJ~!!!~.d..~~~_i,!~~.~.._...._. .._..._. _._
$ .. .~_~_.._____..$..g_a.~L..
364
$ 86 $ 81
$ 24
_$.J3291
364
$ 35
$ 24
~!c~~1~ifg-~rn~~_.=.~:=~._=.,~::==-~~. ~".=-='.-.' ...-.:~~===__-_===:. .....
.~~~_Il!t incom~__ _____$ 3~__~_~?.
...~ee_c.i_t!!J!em.!..._.._..._..._.___.__.__.
..~j~~!~_.~tJ~C?C?!!!~._.__ ____.__...__._ $ 34 $ 37
$ 2~__._~~_
2
$ 26 $ 46
I Domestic Telecom
Our Domestic Telecom segment consists primarily of our nine operating telephone subsidiaries that provide local .
telephone services from Maine to Virginia, including voice and data transport, enhanced and custom calling
features, network access, directory assistance, private lines and public telephones. This segment also provides
customer premises equipment distribution, systems integration, billing and collections, and Internet access services.
Domestic Telecom represents the aggregation of our domestic wireline business units (consumer, enterprise, general
business, and network services) that focus on specific markets to increase revenues and customer satisfaction.
.-
.. (Dollars in Millionst
'1"ii"8e Moiiths Ended-..---.-...-.....-.- .'-'NineMonthSEndecf'''---''''--.''-'' .,........
September 30. September 30,
---19i9.-;----..-1iii-.-%-Ciiii,-ge------1999--..---...199i~-Change-...
: Results of Operations - Adjusted Basis
___M._..R..."...M._._.___.______~.__....._._.__M__._......._______..______
;~~perating ~~nues_'_______. _.._..._..._.__...._____..._...___............ . _........__..___........___.._....__...._......._.___........._........._._._,
.J..P..c:!I!.~!!Y!!!.es ____,.. ___....._."_._.....~.?.!.~~~..._....$3!.5_E__._.~.:~.~__.......~~??L__.n~.l.9.!..~.?~._..,__. 3.9!~n.'
Network access services . 1.973 1.893 4.2 5.905 5.743 . 2.8
~~~~g)iSta~~!..se~c;~.~~=..~:.::..==~=.~.~~~..: . ~5.5:~. ....... ..489.:..~.~:.(7:01 .. _u ,. ..;:~79~.-:...:~:~1~~.~~:T ::.- '.i.~:5i"-"
._Ancillary_~!yic~~.__...._..__.._._....__._._.__,__' 567 549 _.._...~:.~ 1.630 1.556 ....._.._....4.:.~........
______...__.,_._...., 6,643 6.45 B .........._.....?:,~ ..... 1 9.657 1 9,11 7 .._..?.8..........
}:>.~n~L~P.!~n_.._..._..__..__.._:..=.=:=.=.:...=..:::.........~-::.----.~.~~.-_....._......-...._.-..~.==-.-=-.::::.~~:.~..:~==_=:=:::..::.:..~:.::
.JmploV!!!~~L._.___.___.,._.__~_...._1!_8.~~._....m....1.!..~.9~_.._. .... ..~.2 ............ .........~...~J.........___.,....?'~~.!....._......._ J,~.L.... .
. DepreCiation and amortization . 1.388 . 1.313; .......?.J..........,....__._4.087 -'__ 3,862_;..-_5.8____
. Other operating expe!'ses 1,792' 1.788 .2 5.152 . 5,150 .
5.026. 4.907 .__.?.,.4....._.. 14.680; 14.503 :
$1.617' $1.551 4.3 $ 4.977' $ 4.614 :
$ 862. $ 805 7. 1 $ 2.639 $ 2.441
1.2
7.9____
8..:..L_"
· Operating Income
. Adjusted Net Income
~
Operating Revenues
~~ .
Local services revenues are earned by our operating telephone subsidiaries from the provision of local exchange, ".
local private line, public telephone (pay phone) and value-added services. Value-added services are a family of
services that expand the utilization of the network. These services include products such as Caller 10, Call Waiting
and Return Call.
Growth in local services revenues of$121 million or 3.4% in the third quaner of 1999 and $399 million or 3.9010 in
the first nine months of 1999 was primarily due to higher usage of our network facilities. This growth was
generated, in part, by an increase in access lines in service of 3.4%. We had 42,739,000 switched access lines in
service at September 30, 1999 compared to 41,316,000 switched access lines in service at September 30, 1998 (1998
access lines have been restated from the previously disclosed amount). Access line growth primarily reflects higher
demand for Centrex services and an increase in additional residential lines.
Local services revenue growth in 1999 also reflects strong customer demand and usage of our data transport and
digital services such as Frame Relay, ISDN (Integrated Services Digital Network) and SMOS (Switched Multi-
megabit Data Service). Revenues from our value-added services were boosted in 1999 by marketing and
promotional campaigns offering new service packages.
~ -=-
Revenue growth from these factors was partially offset by a decline in revenues from our pay phone services due to
the increasing popularity of wireless communications. In addition, the resale of access lines and the provision of
unbundled network elements to competitive local exchange carriers reduced revenues in 1999. Both periods of 1999
also included an accrual for a required rebate to customers in Massachusetts under New England Telephone and
Telegraph Company's price cap plan.
Network Access Services
Network access services revenues are earned from end-user subscribers and long distance and other competing
carriers who use our local exchange facilities to provide services to their customers. Switched access revenues are
derived from fixed and usage-based charges paid by carriers for access to our local network. Special access revenues
originate from carriers and end-users that buy dedicated local exchange capacity to support their private networks.
End-user access revenues are earned from our customers and from resellers who purchase dial-tone services.
.
.
.
.-.:.
.
I Domestic Telecom - continued
Our network access services revenues grew $80 million or 4.2% in the third quarter of 1999 and $162 million or
2.8% in the fU'St nine months of 1999, as compared to the same periods in 1998. This growth was mainly attributable
to higher customer demand, as reflected by growth in access minutes of use of 4.2% from the third quarter of 1998
and 52% from the fIrSt nine months of 1998. Volume growth also reflects a continuing expansion of the business
market, particularly for high-capacity services. In 1999, demand for special access services increased, reflecting a
greater utilization of the . network. Higher network usage by alternative providers of intraLA T A toll services and
higher end-user revenues attributable to an increase in access lines in service further contributed to revenue growth
this year. . .
In addition, the three and nine month periods of 1999 included revenues received from customers for the recovery of
local number portability (LNP) costs. LNP allows customers to change local exchange carriers while maintaining
their existing telephone numbers. In December 1998, the Federal Communications Commission (FCC) issued an
order pennitting us to recover costs incurred for LNP in the fonn of monthly end-user charges for a five-year period
beginning in February 1999. LNP charges contributed approximately $28 million to network access services
revenues in the third quarter of 1999 and approximately $58 million for the nine-month period ended September 30,
1999.
Volume-related growth was partially offset by net price reductions mandated by federal and state price cap and
incentive plans. State public utility commissions regulate our operating telephone subsidiaries with respect to
certain intrastate rates and services and certain other matters. ,State rate reductions on access services included a
New York State Public Service Commission (PSC) order that reduced revenues by $94 million annually, beginning
in the third quarter of 1998. The negative effect of state price reductions was lessened in the third quarter of 1999
as a result of the full-year recognition of these reductions in New York.
The FCC regulates the rates that we charge long distance carriers and end-user subscribers for interstate access
services. We are required to file new access rates with the FCC each year. In July 1999, we implemented interstate
price decreases of approximately $235 million on an annual basis in connection with the FCC's Price Cap Plan.
These rates will be in effect through June 2000. Interstate price decreases were $175 million on an annual basis for
the period July 1998 through June 1999. The rates also include amounts necessary to recover our operating
telephone subsidiaries' contribution to the FCC's universal service fund and are subject to change every quarter due
to potential illcreases or decreases in our contribution to the universal service fund. The subsidiaries' contributions to
the universal service fund are included in Other Operating Expenses. See "Recent Developments - FCC Regulation
and Interstate Rates - Universal Service" for additional information on universal service.
Long Distance Services
Long distance services revenues are earned primarily from calls made to points outside a customer's local calling
area, but within the same service area of our operating. telephone subsidiaries (intraLA T A toll). Other long distance
services that we provide include 800 services, Wide Area Telephone Service (W A TS), corridor services and long
distance services originating outside of our region.
The decline in long distance services revenues of $34 million or 7.0% in the third quarter of 1999 and $95 million or
6.5% year-to-date was principally caused by the competitive effects of presubscription for in1raLA T A toll services.
Presubscription permits customers to use an alternative provider of their choice for intraLA T A toll calls without
dialing a special access code when placing a call. Presubscription is now being offered in all states throughout our
region. In response to presubscription, we have implemented customer win-back and retention initiatives that
include toll calling discount packages and product bundling offers. These revenue reductions were partially offset ~ ~
higher calling volumes.
You can fmd additional information on presubscription under "Recent Developments - Competition - IntraLATA
Toll Services."
...
~
I Domestic Telecom - continued
Ancillary Services
Our ancillary services include billing and collections for long distance carriers, collocation for competitive local
exchange carriers, systems integration, voice messaging, Internet access, customer premises equipment and wiring
and maintenance services.
In 1999, we recognized higher ancillary services revenues of $18 million or 3.3% in the third q~r and $74
million or 4.8% year-to-date over the corresponding periods last year. Revenue growth in both periods was
principally due to higher demand for such services as systems integration, billing and collections, voice messaging,
and customer premises equipment and wiring and maintenance. We also received higher payments of revenue in
1999 from competitive local exchange carriers for interconnection of their networks with our network.
Operating Expenses .;;
Employee Costs
Employee costs, which consist of salaries, wages and other employee compensation, employee benefits and payroll
taxes, increased by $40 million or 2.2% in the third quarter of 1999 as compared to the same period in 1998.
Employee costs were higher in the quarterly period principally as a result of increased overtime pay for repair and
maintenance activity due to severe rainstorms experienced throughout the region and as a result of increased salary
and wages for management and associate employees. Higher employee force levels during the third quarter period,
relative to the same period last year, also contributed to expense growth. These cost increases were partially offset
by lower pension and benefit costs. The decline in pension and benefit costs in 1999 was due to a number of factors,
principally lower pension costs as a result of favorable pension plan investment returns and changes in plan
provisions and actuarial assumptions. These factors were partially offset by increased health care costs caused by
inflation and benefit plan improvements provided for under new contracts with associate employees.
For the nine-month period ended September 30, 1999 employee costs declined by $50 million or 0.9% over the
corresponding period last year. Employee costs were lower on a year-ta-date basis mainly as a result of reduced
pension and benefits costs during the year. Increased salaries and wages for management and associate employees
and increased overtime pay substantially offset pension and benefit reductions.
Employee costs were also reduced in both periods of 1999 by the effect of capitalizing employee-related expenses
associated with developing internal use software under the new accounting standard, Statement of Position (SOP)
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." For additional
information on SOP No. 98-1, see Note 2 to the condensed consolidated financial statements.
Depreciation and Amortization
Depreciation and amortization expense increased $75 million or 5.7% in the third quarter of 1999 and $225 million
or 5.8% in the first nine months of 1999, principally due to growth in depreciable telephone plant and changes in the
mix of plant assets. The adoption of SOP No. 98-1 also contributed to the increase in depreciation expense in 1999,
but to a lesser extent. Under this new accounting standard, computer software developed or obtained for internal use
is now capitalized and amortized. Previously, we expensed most of these software purchases in the period in which
they were incurred. These factors were partially offset in both periods by the effect of lower rates of depreciation.
Other Operating Expenses
Other operating expenses remained relatively unchanged in the three and nine-month periods ended September 30,
1999 as compared to the same periods last year. Major components of other operating expense in both the 1~9-
periods included higher costs associated with entering new businesses such as long distance and data services and
higher interconnection payments to competitive local exchange and other carriers to terminate calls on their
networks (reciprocal compensation). We also recognized higher materials costs in the quarterly period as a result of
severe rainstorms. The nine-month period also included higher Year 2000 readiness costs. These expense increases
were largely offset in both periods by the effect of SOP No. 98-1 and by lower spending at our operating telephone
subsidiaries for such expenditures as local number portability and rents.
For additional information on reciprocal compensation refer to "Recent Developments - Telecommunications Act of
1996 - Reciprocal Compensation."
.
.
.
.,.,
.
.
--
.
I Global Wireless
Our Global Wireless segment provides wireless telecommunications services to customers in 24 states in the United
States and includes foreign wireless investments servicing customers in Latin America, Europe and the Pacific Rim.
.-....--.-..-threeMCii1tiiS-ended Nine Months Ended
.. ([)oI!a.~_i'!.~J!I~L ....__...,.__ ._. _,....~... ,_._~~~~~~____-,__----!!.~ber~~!_ '
1999 1998, % Change 1999. 1998 '
_R!~_~.9~~.:_~~~~!ISis _..___.____.____ .
% Change -..
-- ._-" - --..._-..__. ._-~--_......--..-:---_._,.._. "'-"'~" ....;
. Opera~ng _ ReY~'!l:.Ies ....
.,^,!re.le~s servi.c;:es
$1,187
. -$984---.----'2Q.'6.%-- . .$3;SOS------$2,7li2 ,...-.. ~)_~::4~;
...R_.M.M..____. __. '''_ __ _ _ '
O~ng.Elcp~I.:l~.___..~~':'. -.----....-........ .... ..~.-~..~.~
Emplove~c:osts.. 146
o.~p~~cilil!ion an~...C1ml)rtizatjon 159
.~~e~..l)p'~ra~ing li!xp.~Il!l~s ....... 612
917
$ 270
.-....... .... ,-.-..-- ---- _...- '--' .
144 1.4'"
. . .--..-,.,-".-......--,. .-...." ...
150 6.0
.. -.... ---..-..-.---.-.-.--...-...-"....
494 23.9
788 16.4
$196 37.8
428
.._.M....__....__..,...._..._.....
......_~~~-_.-
1.762
2.673 .
$ 632 .
...4..Q~._.. . 5.7
..4.~1.._. ..... ... J 2:..1..
1.394 ____.__.:?.6:4........_
2.230 _._!..~.9 '_'_
$ 562 12.5
Operating.~~cO!"'e
. Income (Loss) From Unconsolidated
__.B_~.!~ _.'._'_".
._~~~..~.et ~~~~li!________.
$ 38
$ 133
$ 47
$ 287 :
$ (14)
$ 81 64.2
$ (81).
$ 176
.~~:..L.__..
Operating Revenues
Revenues earned from our consolidated wireless businesses grew by $203 million or 20.6% in the third quarter of
1999 and $513 million or 18.4% in the first nine months of 1999, as compared to the same periods in 1998. This
revenue growth was largely attnbutable to our domestic cellular subsidiary, Bell Atlantic Mobile, which contributed
$166 million to revenue growth in the third quarter and $445 million in the first nine months of 1999. This growth
was driven by customer additions and increased usage of our domestic wireless services. Our DigitalChoice
SingleRate SID pricing plans fueled much of the growth. Our domestic cellular customer base grew 162% in the first
nine months of 1999, over the same period last year. Total revenue per subscriber for our domestic cellular
operations increased 2.3% for the third quarter of 1999 and 1.1 % for the first nine months of 1999 over the
corresponding periods in 1998. Revenues from lusacell, our Mexican wireless investment, grew $43 million for the
third quarter of 1999 and $85 million year-to-date 1999, principally as a result of subscriber growth and higher rates
charged for services.
Revenue growth from our domestic and international cellular businesses was slightly offset by the effect of the
December 1998 sale of our paging business.
Operating Expenses
Employee Costs
Employee costs increased by $2 million or 1.4% for the third quarter of 1999 and $23 million or 5.7% for the first
nine months of 1999, principally as a result of higher work force levels at Bell Atlantic Mobile. Employee costs at
lusacell were lower in both the 1999 periods, principally due to a reduction in work force levels.
Depreciation and Amortization
Depreciation and amortization expense increased by $9 million or 6.0010 for the third quarter of 1999 and $52 milligD _
or 12.1% for the first nine months of 1999. This increase was mainly attributable to growth in depreciable cellular
plant at Bell Atlantic Mobile. Capital expenditures for our domestic cellular network have increased in 1999 to
support greater demand in all markets.
Other Operating Expenses
For the third quarter of 1999, other operating expenses increased by $118 million or 23.9% and $368 million or
26.4% for the fJ1'St nine months of 1999, principally as a resuh of increased service costs at Bell Atlantic Mobile due
to the growth in the subscriber base, including additional costs of equipment, higher roaming payments to wireless
carriers, and higher sales commissions. Higher service costs at lusacell also contributed to expense growth in both
periods of 1999, but to a lesser extent. These factors were slightly offset by the effect of the December 1998 sale of
our paging business.
I Global Wireless - continued
Income (Loss) From Unconsolidated Businesses
The changes in equity income (loss) from unconsolidated businesses for the three 'and nine month periods ended .
September 30, 1999 were principally due to improved results from our investments in Omnitel Pronto Italia S.p.A. . .
(Omnitel), a wireless investment in Italy, and PrimeCo Personal Communications, L.P. (PrimeCo), a personal
communications services (PeS) joint venture in the United States. Both Omnitel's and PrimeCo's operating results
were fueled by strong subscriber growth. PrimeCo' s results for the first nine months of 1999 also included a gain on
the sale of operations in Hawaii.
I Directory
Our Directory segment consists of our domestic and international publisJ.ling businesses, including print directories
and Intemet-based shopping guides as well as website creation and hosting and other electronic commerce services.
This segment has operations principally in the United States and Central Europe.
.....~..._.~..........,_.....~....__..M.. .......... ,'.,.,.. ............._...,.,~..._.....',.,........_.._'" .... .. ......M_._...._.._.............,......._....._._....,._._______.___....._.._____........._...'''.__...___._____.._...
Three Months Ended . Nine Months Ended
(Dollars irU~1illionsL......"..........................".._. ... ...._.......,... ...... ...~.llptllm~~.~..Q.,".._.......__._.._"..__.. ~p.~em~_~.9..!"_..."_-'-_____.."._..
1999 1998 % Change 1999 1998 % Change
.._"~~~"~_Q.l3.!!!ti~.!!.~_=-~~;.ust~_~~~i~...._......._..____"._"_..
... Q~~r.'9.~l!.".~~~!~_...._._._..
.....pireC!e.ry_!!!Y.Lc:~_~___,.._.._._,_.."".._._._.......... ..
$501
$486
3.1% $1.669
$1.622
2.9%
.....-.. ..,-----...----.....-....-. ~.. .--~._. ........_.... .............. ..
. 9~"r.'9..~lC.Pe..,~.......
. .~..!IP~~(El!E~!t~ ._"__.._..... .'..m..'..
.' ..l?Ell?rec:i~.'?!:,.. a':'~._~.r.non:i2:atiol'1
__.~~!r....o..I'.Elr~~~n.~ El~P-.El':'lil.~~...._.,..._... ... ._" ....
:.:]perati.;gJ"nc~~El-..,."-.-.~=====:~_.
_ Acf~~~L~.!t!"-~~e.._.._..""....____."_.
... ,........-...,..............._.._......_-,-~.._._,._"....__...--..---------...-..-. -
78 82 (4.9) 237 251. (5.6)
... m 8 ......-..~::~:.~.~~=~:-:~.:.~-=..J!.fi!::::.:=.--...?l_:==.===~__.-:-__ i"~=.
160 164 (2.41 542' 548 (1.1)
246 255 (3':Sr"'- 806 825 (2.3r-'--'"
$255 $231 10.4 $ 863 $ 797 8.3
$148 $134 10.4 $ 504 $ 464 8.6
.
Operating Revenues
Operating revenues from our Directory segment improved .by $15 million or 3.1% in the third quarter of 1999 and
$47 million or 2.9% in the first nine months of 1999, as compared to the same periods in 1998. This revenue growth
was principally due to increased prices for certain directory services. Higher business volumes including revenue
from new Internet-based shopping directory and electronic commerce services also contributed to revenue growth in
the both periods of 1999, but to a lesser extent.
Operating Expenses
Third quarter 1999 total operating expenses declined $9 million or 3.5% and nine month 1999 total operating
expenses declined $19 million or 2.3% from the corresponding periods in 1998. These decreases were largely
attributable to lower work force levels. Lower spending for maintenance, repair and other costs of services also
contributed to the decline in operating costs in 1999.
=- -
--
.
?4.
.
.
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.
I Other Businesses
Our Other Businesses segment includes international wireline telecommunications investments in Europe and the
Pacific Rim, lease financing and all other businesses.
T1uee MantIls Ended
Sep1ember 30. _
1999 1998
.....---.-.N~e Months Eriiied'.-"~-'-'------'
.._.._...__.......... .................J~.~!!!ber_.~C1...._..,_~_._______
% Change 1999 1998 % Change
;.J.I?,!~lIars in Millions)
: Results of Operations - Adjusted Basis
~ Operatin~ Revel!-'e5
; Other services
$ 28
..~.__._M_...________.._........_...._..__~_.
21.4% . $100 $88 13.6%
$ 34
; Operating Expenses
, Employee costs ---~==.:=~L:~:.:~._2 --133.3f"-' -_.~.~-~~_=~.-~~_._~_n~==ii7.:?l.:~:
:...~preciation and amoriiZC!!ion___.,. ._..'_ ,..__. .._---L._.u_.".~ n ...___3_. _. ......__...?_._... ._n
: Other operating eXlJElnses 23 24 t4.:2) 70 82 _P.~.6) .._
25 28 (10.7) 81 96 (15:~
$ 9 $ - $ 19 $ (8)
;_~.tift9lncome (Loss)
: Income From Uncons06datec:l
, Businesses
: AcfJU5ted Net Income
$ 16
$ 24
$ 26
$ 35
(38.5)
(31.4)
$ 59
$ 86
$ 53
$ 81
11.3
-~:=:~:I:':.
Operating Results
Operating income results from our Other Businesses increased $9 million in the third quarter of 1999 and $27
million in the first nine months of 1999 over the same periods in 1998. This change was largely due to. operating
revenue growth and lower operating expenses at our lease financing businesses.
Income from unconsolidated businesses decreased by $10 million in the third quarter of 1999 and increased $6
million in the first nine months of 1999 over the same periods in 1998. Results declined in the third quarter of 1999
principally as a result of higher equity losses from our invesanent in FLAG Ltd. (fLAG), which owns an undersea
fiberoptic cable system. providing digital communications links between Europe and Asia. Results for the nine-
month period ended September 30, 1999 reflect lower equity losses of FLAG, principally due to the effect of one-
time charges recorded 1998. Our three and nine month results were also affected by lower equity income from our
invesanent in Cable & Wireless Communications pic (CWC), an international cable television and
telecommunications operation in the United Kingdom.
Effective May 31, 1999, we took steps to disaffiliate from Telecom Corporation of New Zealand Limited (TCNZ).
As a result, we no longer have significant influence over TCNZ's operating and financial policies and, therefore,
have changed the accounting for our investment in TCNZ from the equity method to the cost method. The change in
the method of accounting for this invesanent is not expected to have a material effect on our future results of
operations. We currently hold a 24.94% interest in TCNZ.
Coincident with our change to the cost method of accounting, our investment in TCNZ is now subject to the
provisions of SF AS No. 115, "Accounting for Certain Invesanents in Debt and Equity Securities." Under these
provisions, our TCNZ shares are classified as "available-for-sale" securities and, accordingly, our TCNZ investment
has been adjusted from a carrying value of $363 million to its fair value of $1,748 million at September 30, 1999.
The increased value of our investment is recorded in Investments in Unconsolidated Businesses in our balance sheet.
The unrealized holding gain of $900 million (net of income taxes of $485 million) has been recognized....iri -
Accumulated Other Comprehensive Income (Loss) in our statement of changes in shareowners' investment.
Nonoperating Items
The following discussion of nonoperating items is based on the amounts reported in our consolidated fmancial
statements.
..-.-..-...,.-.-..,--....-........---...----..........-..-...--.--...................----....-....-ttiiiiiMonthS...eiided--. ---.-.-.....................-....Nine MiiiiibsEridecf----.--.-
(Dollars in Millions) . ..... ... .'. September 30... . September 30. . ·
... ,.-- ---....---.....-... ... -.. ........._._....-....... --. . ....--. ... .....1999..--....- --"199s-:-%Change----''''''--'1'99f'''---''''f99a-:-''''%-Change-'
Interest Expense . . . . . .' "
'Totalinte'rest 'expense ~~reported""--"-"--' ...- --$"-"'-309"'- '-:-$ '-359-~--"ii i9) %~"-$'- 939'7$-i-:-032--19':0)%-
, Speciaiitem _ wr~e-dowii'of'asSets .....M' - .........-. ---..--(47)...-.....--...--..---.....---... (4j~---
_ . Sett~mf!"iit- of" ~~~~Iat~ matt~~~~_~~..'~ ...n - -, ... _... .- ..-...-..- . _.. -_.. ~ ..... -... . ,.. ..u...___.. -, ---.-...- .. "-(46)~'.'----'-"'''~
Interest expense - excluding special item
--~!'~!~.~~!~!~'!'.~.I)~_....._......_-_....._._._...,_..........._....__
..<::-'~p.~!~J~.!5t~!~!~~.~..~~..._.............................""...................-.
.I~!l9,.Un.!~.~~~~...~.c:l~t .C),:!'.d.~~t...l?lI..1~~l?fi!.!;.......
A..ver~~e..5te~!. ?.1:!!~a!,.~,ii'..S!..._.. ....__ _.. .._....._,.....
E!f_e~y!! J!!!~e_~. r~~.._.. ___ ....,.. __.... ......._ ..._. .....
........._.~Q~_L........_,_._~J..L__.P~(?) 939 ; 939 · -
25 24 ......:4~?......::=--.-"-64---.._..-67-:--.-~.::!4~5L.._~
$ 334 $ 336(.6) $ 1,003 $ '.006 .....".......t~.L....
$20,762 $19,874 4.5 $20,346 $19.937 .....?~,L_
6.4% 6.8% 6.6% . 6.7%
The decline in interest expense in the three and nine months ended September 30, 1999, as compared to the same
periods in 1998, was principally attributable to the effect of a special item recorded in 1998 related to the write-
down of Iusacell's fixed assets, as described earlier in the Overview section. Interest expense for the nine-month
period was also affected by added interests costs recorded in 1998 in connection with the settlement of tax-related
matters. Excluding these items, we reduced our interest cost on debt balances in both periods of 1999 due to several
refinancings to lower rates of interest, retirements of long-term debt by our operating telephone subsidiaries and an
overall decrease in our effective interest rate. These decreases were partiaIly offset by higher average debt
outstanding.
--
..---------.,.-.---..-~-..-...- ......~M......___.._....__._....M_.. "--"--"---'--"'Tiif'ee, Monu;$''Encit!fj--'--'" -.,...,. ..... "... ...... '.'''''N'infi MOiitiiS"Ei1d~'---"-'-" .--..,...... ......-..".....
(Dollars in MUlions) September 30.' September 3D,
-.........-.-......---.--.....-.-.--------..-.-.,99S.-..-..--"1._'%Change'--'---"19!iS---"1i9S'-%"CIiiiii9i!.
Other Income and (Expense). Net
.-Minority imerest income (expense). net $ (33) . $ 5' .-..=-%. $ (82). $ (56) (46.4)% .
".Fcireigncurrency gains;-..iiet------......--.---...-....l2i-:--..~--_.............._-..'''---''20--''-''4'-'"(51.2)--
IntereSt income..-...------.-.------.-. 5 ". (54.5).'-'---'25- 751"66"':7)-
"Gains on disposition of assets/business;...rie;--..----. 40 (1 ) ....-. . 49 25 96.0
_ Other. net - ---.... 2 2 23 14 64.3
...I~~I - .!..~p....o.~!~L..._..__.___ . $ 12 $ 43 (72.' ) $ 35 $ 99 (64.6)
The change in other income and expense in the three and nine months ended September 30, 1999, as compared to
the same periods in 1998, was due to changes in several components as shown in the table above. The change in
minority interest was largely due to the recognition of minority interest expense in both the 1999 periods related to
our invesnnent in Iusacell. In 1998, we recorded minority interest income for Iusacell, principally resulting from
the write-down of fIXed assets as described earlier. Further contributing to the change, in 1999 we no longer record
a minority interest expense related to the outside party's share of the subsidiary's earnings in connection with the
sale of our investment in Viacom Inc. (Viacom).
Foreign exchange gains were affected in 1999 as a result of the discontinuation of highly inflationary accounting for
our lusacell subsidiary, effective January 1, 1999. As a result of this change, lusacell now uses the Mexican peso as
its functional currency and we expect that our earnings will continue to be affected by any foreign currency gainsor-
losses associated with the U.S. dollar denominated debt issued by lusacell. Also, in 1998 we recognized higher
foreign exchange gains associated with other international investments. Finally, in the third quarter of 1999, we
recorded higher gains on the disposition of assets, primarily due to the sale of real estate in New York. In 1998, we
recorded additional interest income in connection with the settlement of tax-related matters.
. <00/1lI"!! i~..M.~li~l .. ..._ ... ""_m. ...... ... '.Nine .MOnths' ended Septerilber 30,
. ....m.... . ...... '1999 "dd ... ......,m.m. "'1998
Effective In~~me Tax Rates .......... ..... ...._~?,.=3..~..m............d._.. .....~3.2%..
The effective income tax rate is the provision for income taxes as a percentage of income before the provision for
income taxes. Our effective income tax rate for the nine-month period ended September 30, 1999 was lower than the
corresponding period in 1998, primarily due to the write-down of certain international investtnents in the third
quarter of 1998 for which no tax benefit was provided. This factor was partially offset by lower tax credits in 1999,
as well as adjustments to deferred income taxes at certain subsidiaries in 1998.
.
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.
.
.
::;
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Consolidated Frnancial Condition
. (Dollars in Minions)
... ...~M_, ..'..'N......".... .~.N_',"N' '........ .-, '..'.Nine-Mo~Eiid~--..._--__.....N_..___.N_,..._.
September 30.
----------.--.-------.-------.--1999 1998 letillnge-
Cash Flows From (Used In)
:-Operating activities-..-..-----....----..---...-----...-----------.--$7-;465----$ 7.350 $ 55
'-'Investing actlvities.----..--------------.-. . '.. ./5,462) /5,4081 . (54)
: Financing activitieS-..-..---.--.-----.--..--.---.-.-.------- -.---...... .. -.-.(1..91-6)-.-..~~-(272i-'
~~~l~=~!~.~~_~~~.~~~~i~!~~....... .._='_~_~'..~ $ 27 $ 298 $(2711
We use the net cash generated from our operations and from external financing to fund capital expenditures for
network expansion and modernization, pay dividends, and invest in new businesses. While current liabilities
exceeded current assets at September 30, 1999 and 1998 and December 3 t, 1998, our sources of funds, primarily
from operations and, to the extent necessary, from readily available external financing arrangements, are sufficient
to meet ongoing operating and investing requirements. We expect that presently foreseeable capital requirements
will continue to be fmanced primarily through internally generated funds. Additional debt or equity financing may
be needed to fund additional development activities or to maintain our capital structure to ensure our fmancial
flexibility.
I Cash Flows From Operating Activities
The increase in cash flows from operating activities in 1999 was due to growth in operating income, partially offset
by changes in working capital. The change in working capital was caused primarily by the effect of our retirement
incentive program which concluded in 1998.
I Cash Flows Used In Investing Activities .1
Capital expenditures continued to be our primary use of capital resources. The majority of the capital expenditures
was for our Domestic Telecom business, to facilitate the introduction of new products and services, enhance
responsiveness to competitive challenges, and increase the operating efficiency and productivity of the network. We
invested approximately $4,968 million in our Domestic Telecom business in the first nine months of 1999,
compared to $4,766 million in the first nine months of 1998. We also invested approximately $848 million in our
Wireless, Directory and Other Businesses in the first nine months of 1999, compared to $655 million during the
same period last year. In 1999, we expect total capital expendinlres to be in the range of$8.3 billion to $8.5 billion.
We invested $872 million in unconsolidated businesses during the first nine months of 1999 and $529 million
during the same period in 1998. In June 1999, we invested $635 million in our Omnitel investment, increasing our
ownership percentage from 19.71% to 23.1%. In April 1998, we invested $162 million in Omnitel to increase our
ownership interest from 17.45% to 19.71%. We also invested $200 million in the first nine months of 1999 and
$270 million in the first nine months of 1998 in PrimeCo to fund the build-out and operations of its pes network.
Other cash investments of$37 million in 1999 and $97 million in 1998 were primarily in our leasing business.
During the first nine months of 1999, we invested $43 million in short-term investments, compared to $294 million
during the same period last year. In 1998, we pre-funded a vacation pay trust for the payment of certain employee
benefrts. Beginning in 1999, we no longer pre-fund the vacation pay trust. Proceeds from the sales of all short-term
investments were $785 million in the first nine months of 1999, compared to $854 million in the corresponding.
period of 1998.
In the first nine months of 1999, we received cash proceeds of$612 million in connection with the disposition of our
remaining investment in Viacom.
~
I Cash Flows Used In Financing Activities
As in prior quarters, dividend payments were a significant use of capital resources. We detennine the .
appropriateness of the level of our dividend payments on a periodic basis by considering such factors as long-tenn .
growth opportunities, internal cash requirements, and the expectations of our shareowners. In each of the first,
second and third quarters of 1999, we announced a quarterly cash dividend of$.385 per share.
In March 1999, we received cash proceeds of $380 million from a financing transaction involving cellular assets
between Bell Atlantic Mobile and Crown Castle International Corporation. A joint venture was fonned for the
primary purpose of financing Bell Atlantic Mobile's investment in cellular towers. Bell Atlantic Mobile, together
with certain partnerships in which it is the managing partner (the "managed entities"), contributed to the joint
venture approximately 1,460 cellular towers in exchange for approximately $380 million in cash and an equity
interest of approximately 37.7% in the joint venture. Bell Atlantic Mobile"and the managed entities have leased back
a portion of the tow~rs, and the joint venture will lease the remaining space to third parties. The joint venture also
plans to build new towers.
We increased our total debt (including capital lease obligations) by $115 million from December 31, 1998, primarily
to fund oUr capital program including investments in Omnitel and PrimeCo, partially offset by the use of cash
proceeds received from the disposition of our remaining investment in Viacom. Our debt ratio was 57.2% as of
September 30, 1999, compared to 61.5% as of September 30, 1998 and 61.3% as of December 31, 1998. The debt
ratio at September 30, 1999 reflects the effect of recording an unrealized holding gain of $900 million, net of taxes,
related to our TCNZ investment, as described earlier under "Segmental Results of Operations-Other Businesses." By
the end of 1999, we expect our total debt level to increase by approximately $2.0 billion to $2.5 billion from the
balance at December 31, 1998, subject to any modification of our investment strategy. A significant portion of the
increase is being driven by our additional investment in Omnitel, the purchase of cellular properties, funding of
employee benefit trusts, and ongoing investment in our wireline and wireless networks.
As of September 30, 1999, we had in excess of $4.4 billion of unused bank fines of credit and $96 million in bank
borrowings outstanding. As of September 30, 1999, our operating telephone subsidiaries and fmancing subsidiaries
had shelf registrations for the issuan~ of up to $2.9 billion of unsecured debt securities. The debt securities of those
subsidiaries continue to be accorded high ratings by primary rating agencies. After the announcement of the Bell
Atlantic-GTE merger, the rating agencies placed the ratings of certain of our subsidiaries under review for potential
downgrade.
We also have a $2.0 billion Euro Medium Tenn Note Program, under which we may issue notes that are not
registered with the Securities and Exchange Commission. The notes may be issued from time to time by our
subsidiary, Bell Atlantic Global Funding, Inc. (BAGF), and will have the benefit of a support agreement between
BAGF and Bell Atlantic. There have been no notes issued under this program.
In the second quarter of 1999, our operating telephone subsidiary New England Telephone and Telegraph Company
issued $200 million of 5.875% notes due on April 15, 2009. The proceeds from the issuance were used to redeem
$200 million of 7.375% notes due on October 15,2007. We recorded an extraordinary charge of $1 million (net of
an income tax benefit of $1 million) related to this redemption. We also recorded an extraordinary charge of $5
million (net of an income tax benefit of $3 million) in the second quarter of 1999 in connection with the repurchase
of $57 million in principal amount of debentures of certain of operating telephone subsidiaries. In 1998, our wholly
owned subsidiary, Bell Atlantic Financial Services, Inc. (FSI), issued exchangeable notes totaling $5,635 million.
Proceeds of the offerings were used for repayment of a portion of our short-tenn debt and other general corporate.
purposes. You should read Note 6 to the condensed consolidated fmancial statements for additional infonnation on
these exchangeable notes.
In connection with our investment in lusacell, as of September 30, 1999, we received cash proceeds totaling $119
million from the ,public offering of its shares. See Note 4 for additional information on lusacell and these share
offerings.
.
Market Risk
Weare exposed to various types of market risk in the normal course of our business, including the impact of interest
rate changes, foreign currency exchange rate fluctuations, changes in equity investment prices and changes in
corporate tax rates. We employ risk management strategies using a variety of derivatives including interest rate swap .
agreements, interest rate caps and floors, foreign currency forwards and options and basis swap agreements. We do
not hold derivatives for trading purposes.
.
.
--
.
It is our policy to enter into interest rate, foreign currency and other derivative transactions only to the extent
necessary to achieve our desired objectives in limiting our exposures to the various market risks. Our objectives
include maintaining a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk
parameters, hedging the value of certain international investments, and protecting against earnings and cash flow
volatility resulting from changes in foreign exchange rates. We do not hedge our market risk exposure in a manner
that would completely eliminate the effect of changes in interest rates, equity prices and foreign exchange rates on
our earnings. While we do not expect that our liquidity and cash flows will be materially affected by these risk
management strategies, our net income may be materially affected by certain market risk associated with our
exchangeable notes as discussed below.
I Exchangeable Notes
In 1998, we issued exchangeable notes as described in Note 6 to the cond~nsed consolidated fmancial statements.
These financial instruments expose us to market risk, including foreign exchange rate risk, interest rate risk and
equity price risk which' could affect the fair values of the notes and our future earnings.
Market risk that could affect the fair values of the exchangeable notes includes:
. Equity price movements, because the notes are exchangeable into shares that are traded on the open market and
routinely fluctuate in value.
. Foreign exchange rate movements, because the notes are exchangeable into shares that are denominated in a
foreign currency. The fair value of the TeNZ exchangeable notes is affected by changes in the U.S. dollar/ New
Zealand dollar exchange rate, and the fair value of the ewe exchangeable notes is affected by changes in the
U.S. dollar/ British pound exchange rate.
. Interest rate movements, because the notes carry fIXed interest rates.
Market risk that could affect our future earnings includes:
. Equity price and/or foreign exchange rate movements, because these movements may result in our TeNZ shares
rising to a level greater than 1200,4 of the share price at the pricing date of the offering. Similar movements may
cause the price of our ewe shares to rise to a level greater than 128<<'10 of the share price at the pricing elate of
the offering. If either event should occur, we are required to increase the applicable exchangeable note liability
by the amount of the increase in share price over the exchange price. This mark-to-market transaction would
reduce income by the amount of the increase in the exchangeable note liability. If the share price subsequently
declines, the liability would be reduced (but not to less than its amortized carrying value) and income would be
increased. At September 30, 1999, the fair values of the underlying TCNZ shares or ewe shares did not
exceed the recorded values of the debt liability and, therefore, no mark-to-market adjustments were recorded to
our financial statements.
Interest rate movements will not impact earnings, because the exchangeable notes carty a fixed interest rate and
there is no requirement to mark to market the notes based on changes in interest rates.
The following sensitivity analysis measures the effect on earnings due to changes in the underlying share prices of
the TCNZ and ewe stock.
. At September 30, 1999, the exchange price for the TCNZ shares (expressed as American Depositary Receipts)
was $44.93 and the exchange price for the ewe shares (expressed as American Depositary Shares) was $57.89.
. For each $1.00 increase in value of the TCNZ shares or the ewe shares above the exchange price, our earnings
would be reduced by approximately $55 million or $56 mjlJion, respectively. A subsequent decrease in value'Of -
the TCNZ shares or the ewe shares would anTeSpOndingly increase earnings, but not to exceed the amolBlt of
any previous reduction in earnings. Our earnings are not affected so long as the TCNZ and ewe share prices
remain at or below their exchange prices.
. Our cash flows would not be affected by mark-to-market activity relating to the exchangeable notes.
. If we decide to deliver shares in exchange for the notes, the exchangeable note liability (including any mark-to-
market adjustments) will be eliminated and the investment will be reduced by the book value of the related
number of shares delivered. Upon settlement, the excess of the liability over the book value of the related shares
delivered will be recorded as a gain. We also have the option to settle these liabilities with cash upon exchange.
A proposed restructuring of our investment in ewe, as discussed in Note 11 to the condensed consolidated fmancial
statements, would change the securities to be delivered upon exchange for the ewe exchangeable notes. Under this
restructuring, we would receive shares of two companies acquiring the businesses of ewe in exchange for our
ewe shares.
29
I Equity Price Risk
We also have equity price risk associated with our investments, primarily in common stock, that are carried at their
fair value. These investments are subject to changes in the market prices of the securities.
Investments recorded at their fair value totaled $1,873 million at September 30, 1999 and $29 million at December
31, 1998. The increase from December 31, 1998 was primarily due to a mark-to-market adjustment of $1,385
million associated with a change in accounting for our TCNZ investment from the equity method to the cost method.
Note 11 of our condensed consolidated fmancial statements provides additional infonnation on our TCNZ
investment.
A sensitivity analysis of our investments recorded at their fair value indicated that a 10% increase or decrease in the
fair value of these securities would result in a $187 million increase or decrease in the fair value of the investments.
A change in fair value, net of income taxes, would be recognized in A~cumulated Other Comprehensive Income
(Loss) in our statement of changes in shareowners' investment. .,.,
.
Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of equals under a definitive merger
agreement dated as of July 27, 1998. Under the tenns of the agreement, GTE shareholders will receive 1.22 shares
of Bell Atlantic common stock for each share of GTE common stock that they own. Bell Atlantic shareholders will
continue to own their existing shares after the merger. .
We expect the merger to qualify as a pooling of interests, which means that for accounting and financial reporting
purposes the companies will be treated as if they had always been combined. At annual meetings held in May 1999,
the shareholders of each company approved the merger. The completion of the merger is subject to a number of
conditions, including certain regulatory approvals and receipt of opinions that the merger will be tax-free.
We are working diligently to complete the merger and are targeting completion of the merger around the end of the
first quarter of 2000. However, Bell Atlantic and GTE must obtain the approval ofa variety of state and federal
regulatory agencies and, given the inherent uncertainties of the regulatory process, the closing of the merger may be
delayed. '
Future operating revenues, expenses and net income of the combined company may not follow the same historical
trends, or reflect the same dependence on economic and competitive factors, as presented above in our discussion of
our own historical results of operations and financial condition. You should refer to Note 9 to the condensed
consolidated financial statements for pro forma fmancial information for the nine-month period ended September
30, 1999.
.
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I Recent Developments
Proposed Domestic Wireless Transactions
Vodafone Ail'Touch
On September 21, 1999, we signed a definitive ~areement with Vodafone AirTouch pIc (Vodafone AirTouch) to
create a national wireless business composed of both companies' U.S. wireless assets. The completion of this
transaction is subject to a number of conditions. including certain regulatory approvals and the approval of the
shareholders ofVodafone AirTouch. We expect the transaction to close in 6 to 12 months from the date we sigaeci--
the agreement. In the fll"St year following the completion of the merger between Bell Atlantic and GTE, we estimate
that the new wireless business will dilute the combined company's earnings per share (EPS) by 3% on a cash basis
and 7% on a generally accepted accounting principles (GAAP) basis. You should also read Note 10 to the
condensed consolidated financial statements for additional information about this proposed domestic wireless
business.
Frontier Cellular
On July 20, 1999, Bell Atlantic Mobile announced that it would purchase Frontier Corporation's (Frontier) interests
in wireless properties doing business under the Frontier Cellular name. Bell Atlantic Mobile currently owns 50% of
the Frontier Cellular business. The transaction is expected to close in the fourth quarter of 1999.
.
30
.
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I Recent Developments - continued
Investments in Unconsolidated Businesses
Agreement with Metromedia Fiber Network, Ine.
On October 7, 1999, we announced a strategic agreement with Metromedia Fiber Network, Inc. (MFN), a domestic
and international provider of dedicated fiber optic networks in major metropolitan markets. Our agreement with
MFN bas two parts.
First, we will acquire approximately $550 million of long-term capacity on MFN's fiber optic networks. Of the
$550 million, 10% is payable in November 1999 and 30% will be paid in each of the first three years of the contract.
Second, we will invest up to approximately $700 million to acquire up to 9.9010 of the equity of MFN through the
purchase of newly issued shares at $28 per share. We also will purchase up to approximately $975 million in debt
securities convertible at our option, upon receipt of necessary goveml"Q~nt approvals, into common stock at a
conversion price of $34 per share, increasing our potential equity investment in MFN to about 19.9% of the
company. Our investment in MFN will be accounted for under the cost method. Certain aspects of this agreement
are subject to the approval of various regulatory authorities, which we hope to obtain before the end of the year.
Proposed Restructure of PrimeCo Personal Communications, L.P.
On August 3, 1999, we and Vodafone AirTouch announced an agreement to restructure our ownership interests in
PrimeCo Personal Communications, L.P. (PrimeCo), a partnership that was fonned by us and Vodafone AirTouch in
1994 and provides personal communications services in major cities across the United States. Under the terms of
that agreement, we would assume full ownership of PrimeCo operations in five "major trading areas" (MTAs) -
Richmond, VA, New Orleans, LA and the Florida MTAs of Jacksonville, Tampa and Miami. Vodafone AirTouch
would assume full ownership of the remaining five PrimeCo MTAs - Chicago, lL, Milwaukee, WI and the Texas
MTAs of Dallas, San Antonio and Houston.
Under the terms of the Wireless Co. agreement described earlier and in Note 10 to the condensed consolidated
financial statements, Bell Atlantic and Vodafone AirTouch agreed to suspend the August 3, 1999 agreement to
restructure PrimeCo ownership interests, with certain limited exceptions. As a result, actions to allocate most
PrimeCo markets would not commence prior to February 2000 or may not occur at all based upon the timing of the
completion of the proposed domestic wireless transaction with Vodafone AirTouch.
Proposed Restructure of Cable & Wireless Communications pic
On July 27, 1999, we announced an agreement with Cable & Wireless pic (Cable &. Wireless), NTL Incorporated
(NTI.) and Cable &. Wireless Communications pic (CWC) for the proposed restructuring of CWC. We currently
have an 18.6% ownership interest in cwe.
Under the tenns of the agreement, CWC's consumer cable telephone, television and Internet operations would be
separated from its corporate, business, Internet protocol and wholesale operations. The consumer operations would
be acquired by NTL and the other operations remain with Cable &. Wireless. In exchange for our interest in CWC,
we would receive shares in the two acquiring companies, representing approximately 112% of NTL and
approximately 4.7% of Cable & Wireless. Upon completion of the restructuring, our previously issued $3,180
million in CWC exchangeable notes would be exchangeable on and after July 1, 2002 for shares in NTL and Cable
& Wireless in proportion to the shares received in the restructuring. Upon exchange by investors, we retain the
option to settle in cash or by delivery of the Cable &. Wireless and NTL shares.
--
We expect the restrUcturing to result in a material non-c:ash gain. The transaction also may cause the exchangeable
notes to be marked to market, resulting in a charge to income. See Note 6 to the condensed consolidated fmancial
statements for additional information about the CWC exchangeable notes.
The completion of the restructuring is subject to a number of conditions and, assuming satisfaction of those
conditions, is expected to close in the fU'St half of 2000.
~1
I Recent Developments - continued
FCC Regulation and Interstate Rates
h~~~ ....
In May 1999, the U.S. Court of Appeals reversed the FCC's establishment of a 6.5% productivity factor in
calculating the annual price cap index applied to our interstate access rates. The court directed the FCC to reconsider
and explain the methods used in selecting the productivity factor. The court granted the FCC a stay of its order,
however, until April 1, 2000. As a result, our annual price cap filing effective July I, 1999 includes the effects of the
FCC's 6.5% productivity factor (see Domestic Telecom - Operating Revenues - Network Access Services).
The FCC has adopted rules for special access services that provide for added pricing flexibility and ultimately the
removal of services from price regulation when certain competitive thresholds are met. The order also allows
certain services, including those included in the interexchange basket of services, to be removed from price
regulation immediately. In response, we have filed to remove services in\)be interexchange basket from regulation,
effective October 21; 1999. This will remove services with approximately $90 million in annual revenues from
price regulation and from the operation of the productivity offset which otherwise would require annual price
reductions. .
Universal Service
On July 30, 1999, the U.S. Court of Appeals reversed certain aspects of the FCC's universal service order. The
universal service fund includes a multi-billion dollar interstate fund to link schools and libraries to the Internet and
to subsidize low . income consumers and rural healthcare providers. Previously, under the FCC's rules, all providers
of interstate telecommunications services had to contribute to the schools and libraries fund based on their total
interstate and intrastate retail revenues. The court reversed the decision to include intraState revenues as part of the
basis for assessing contributions to that fund. As a result of this decision, our contributions to the universal service
fund will be reduced by approximately $107 million annually beginning on November I, 1999, and our interstate
access rates will be reduced accordingly.
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State Regulation
~~~ .
On September 30, 1999, the Pennsylvania Public Utility Commission (PUC) issued a final decision in its "Global" .
proceeding on telecommunications competition matters. The decision proposes to require our operating telephone
subsidiary in Pennsylvania, Bell Atlantic - Pennsylvania, to split into separate retail and wholesale corporations. It
proposes reductions in access charges applicable to services provided to interexchange carriers and in both
unbundled network element rates and wholesale rates applicable to services and facilities provided to competitive
local exchange camers. It requires Bell Atlantic - Pennsylvania to provide combinations of unbundled network
elements beyond those required by the FCC. It reclassifies certain business services as "competitive," but restricts
the pricing freedom that that classification is supposed to give Bell Atlantic - Pennsylvania. It sets a schedule of
prerequisites for state endorsement of a Bell Atlantic - Pennsylvania application to the FCC for permission to offer
in-region long distance service under Section 271 of the Telecommunications Act of 1996 (1996 Act) that are likely
to delay that endorsement. Bell Atlantic - Pennsylvania has challenged the lawfulness of this order in the
Pennsylvania Supreme Court, the Commonwealth Court of Pennsylvania and the Federal District Court.
Telecommunications Act of 1996
In-Region Long Distance - -
On September 29, 1999, we filed our application with the FCC for pennission to enter the in-region long distance
market in New York. This filing followed nearly two years of proceedings before the New York PSC demonstrating
that we have satisfied the 14-point "checklist" required under the 1996 Act for entry into the in-region long distance
market. The filing also followed an extensive seven-month third-party test of our operations support systems (OSS)
in New York conducted by KPMG Peat Marwick (KPMG) under the direction of the New York PSC. On October
19, 1999, the Chairman of the New York PSC filed a statement fully supporting our application. On November I,
1999, the Deparnnent of Justice filed its evaluation on Bell Atlantic - New York's application. The Department of
Justice stated that Bell Atlantic - New York had completed most of the actions necessary to achieve long distance
relief, but that it had two areas of concern which "can be solved in a short time." We expect the FCC to render a
decision on our application before year-end.
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32
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I Recent Developments - continued
KPMG has been retained by the Massachusetts Department of Telecommunications and Energy to conduct a third-
party test of our OSS in Massachusetts. The Massachusetts test is designed to build on the KPMG test of the similar
systems in New York.
KPMG has also been retained by the Pennsylvania PUC to conduct a third-party test of our ass in Pennsylvania.
The New Jersey Board of Public Utilities is expected to retain KPMG to conduct a test of the New Jersey ass that
builds on the concurrent testing of similar systems in Pennsylvania. The Virginia State Corporation Commission .
has also begun an assessment of whether it should retain KPMG for the same purpose.
Unbundling a/Network EJen2ents
The FCC recently announced its decision setting forth new unbundling requirements. The FCC had previously
identified seven elements that had to be provided to competitors on an unblH1dled basis. With respect to those seven
elements, the FCC concluded that incumbent local exchange carriers, such as our operating telephone subsidiaries,
do not have to provide unbundled switching (or combinations of elements that include switching, such as the so-
called unbundled element "platform") under certain circumstances to business customers with four or more lines in
certain offices in the top 50 Metropolitan Statistical Areas (MSAs). It also held that incumbents do not have to
provide unbundled access to their directory assistance or operator services. The remaining elements on the FCC's
original list still must be provided.
With respect to new elements, the FCC concluded that new equipment to provide advanced services such as
Asymmetric Digital Subscriber Line (ADSL) does not have to be unbundled. On the other hand, the FCC concluded
that incumbents must provide dark fiber as an unbundled element, and that sub-loop unbundling should be provided.
Finally, the FCC ruled that combinations of loops and transpOrt, known as enhanced extended loops or "EELs",
must be made available under certain circumstances, but left to a further rulemaking certain issues relating to the use
of EELs to substitute for special access services.
Reciprocal Compensation
State regulatory decisions have required us to pay "reciproca1 compensation" under the 1996 Act for the increasing
volume of one-way traffic from our customers to customers of other carriers, primarily calls to Internet service
providers. In February 1999, the FCC confmned that such traffic is largely interstate but concluded that it would not
interfere with state regulatory decisions requiring payment of reciproca1 compensation for such traffic and that
carriers are bound by their existing interconnection agreements. The FCC tentatively concluded that future
compensation arrangements for calls to Internet service providers should be negotiated by carriers and arbitrated, if
necessary, before the state commissions under the tenDS of the 1996 Act. The FCC has initiated a proceeding to
consider, alternatively, the adoption of federal rules to govern future inter-camer compensation arrangements for
this traffic. We have asked the U.S. Court of Appeals to review the FCC's decision that state commissions may
require payment of reciprocal compensation for this traffic.
We are also seeking review of prior state regulatory commission decisions. The Massachusetts Department of
Telecommunications and Energy modified its earlier decision, resulting in a reduction of our reciprocal
compensation obligation. The New Jersey Board of Public Utilities and the West Virginia Public Service
Commission have both issued favorable decisions on reciprocaI compensation for Internet-bound traffic. The New
York PSC issued a decision deciding that high volume, convergent traffic (which includes Internet-bound traffic)
has different cost characteristics and should be compensated at the lower end-office rate. The New York PSC
determined that traffic in excess of a 3:1 ratio is presumed to be high volume, convergent traffic, although tRi:i
presumption can be rebutted. Commissions in Delaware, Maryland, Pennsylvania, Rhode Island and Virginia have
issued decisions requiring us to continue to pay reciprocal compensation on Internet-bound traffic. We currently
estimate that our reciprocal compensation payment obligations will be approximately $400 million to $430 million
in 1999.
::l::l
I Recent Developments - continued
Competition
IntraLATA Toll Services
IntraLA T A toll calls originate and tenninate within the same LATA, but generally cover a greater distance than a
local call. These services are regulated by state regulatory commissions, except where they cross state lines. All of
our state regulatory commissions penn it other carriers to offer intraLA T A toll services.
Until the implementation of presubscription. intraLA T:A toll calls were completed by our operating telephone
companies unless the customer dialed a code to access a competing carrier. Presubscription changed this dialing
method and enabled customers to make these toll calls using another carrier without having to dial an access code.
All of our operating telephone companies have implemented presubscription.
Implementation of presubscription for intraLA T A toll services has had ainaterial negative effect on intraLA T A toll
service revenues, which is being partially offset by an increase in intraLA T A access revenues (see Domestic
Telecom - Operating Revenues - Long Distance Services).
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We are now in the final stages of our program to evaluate and address the impact of the Year 2000 date transition on
our operations. This program has included steps to:
. inventory and assess for Year 2000 compliance our equipment, software and systems;
. detennine whether to remediate, replace or retire noncompliant items, and establish a plan to accomplish these
steps;
. remediate, replace or retire the items;
. test the items, where required; and
. provide management with reporting and issues management to support a seamless transition to the Year 2000.
State of Readiness
For our operating telephone subsidiaries, centralized services entities and general corporate operations, the program
has focused on the following project groups: Network Elements, Applications and Support Systems, and
Infonnation Technology Infrastructure. Our goal for these operations was to have our network and other mission
critical systems Year 2000 compliant (including testing) by June 30, 1999 and we substantially met this goal. What
follows is a more detailed breakdown of our efforts to date.
. Network Elements
Approximately 350 different types of network elements (such as central office switches) appear in over one
hundred thousand instances. When combined in various ways and using network application systems, these
elements are the building blocks of customer services and networked infonnation transmission of all kinds. We
originally assessed approximately 70% oftbese element types, representing over 90010 of all deployed network
elements, as Year 2000 compliant. As of November 1, 1999, we have completed the required
repair/replacement of virtually all network elements requiring remediation.
. Application and Support Systems -=- -_
Approximately 1,200 application and systems support (i) the administration and maintenance of our network
and customer service functions (network infonnation systems); (ii) customer care and billing functions; and (iii)
human resources, fmance and general corporate functions. We originally assessed approximately 48% of these
application and support systems as either compliant or to be retired. As of Noyember 1, 1999, we have
successfully completed the required repair/replacement of virtually all mission critical application and support
systems.
. Information Technology Infrastructure
Approximately 40 mainframe, 1,000 mid-range, and 90,000 personal computers, related network components,
and software products comprise our infonnation technology (In infrastructure. Of the approximately 1,350
unique types of elements in the inventory for the IT infrastructure, we originally assessed approximately 73% as .
compliant or to be retired. As previously reported, we have successfully completed remediation/replacement of
all mission critical elements earlier this year.
34
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I Year .2000" Update - continued
Our project to remediatelreplace or retire mission critical systems supporting buildings and other facilities used by
the operating telephone subsidiaries, such as HV AC, access control and alarm systems, is now complete and our
effort to remediatelreplace or retire any other Bell Atlantic mission critical system used by those subsidiaries is
virtually complete. Remediation/replacement or retirement of nonmission critical systems, where applicable, and
supplemental testing and verification/correction activities, for both mission critical and non mission critical systems,
are likely to continue throughout the balance of 1999.
For our other controlled or majority-owned subsidiaries, including Bell Atlantic Mobile, our lusacell subsidiary and
our directory companies, the inventory, assessment and remediation/replacement efforts for mission critical systems
is substantially complete, and testing activities continue.
Third Party Issues .;.;
. Vendors
In general, our product vendors have made available either Year 2000-compliant versions of their offerings or
new compliant products as replacements of discontinued offerings. The compliance status of a given product is
typically determined using multiple sources of information, including our own internal testing and analysis.
However, in some instances certification is based on detailed test results or similar information provided by the
product vendor and analysis by us or contractors specializing in this type of review. We are also continuing
Year 2000-related discussions with utilities and similar services providers. Although we have received
assurances and other information suggesting that substantially all of our primary services providers have
completed or are well along in their respective Year 2000 projects, we do not usually have sufficient access to
or control over the providers' systems and equipment to undertake verification efforts as to such systems and
equipment, and as a general matter, it would be impractical to do so. We also have participated in
interoperability testing of various mission critical network elements, purchased from a number of vendors,
through the Telco Year 2000 Forum, an industry group comprised of leading local telecommunications services
companies. We intend to monitor critical service provider activities, as appropriate, through the remainder of
1999.
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. Customers
Our customers remain keenly interested in the progress of our Year 2000 efforts, and we anticipate increased
demand for information, including detailed testing data and company-specific responses. We are providing
limited warranties of Year 2000 compliance for certain new telecommunications services and other offerings,
but we do not expect any resulting wamnty costs to be material. We are also analyzing and addressing Year
2000 issues in customer premise equipment (CPE), including ePE that we have sold or maintained. In general,
the customer is responsible for CPE. However, customers could attribute a Year 2000 malfunction of their CPE,
whether or not sold or maintained by us, to a failure of our network service. While network issues regarding E-
911/911 are included in the "State of Readiness" discussion above, we also have a separate effort to identify and
address Year 2000 issues for CPE and other equipment 1hat we maintain for Public Safety Answering Points
(PSAPs) which is used in connection with the provision ofE-911/911 and related services. Our project to repair
and replace E-9111911-related CPE that we maintain for various PSAPs to provide Year 2000 compliance of
that ePE is virtually complete.
. Interconnecting Carriers
....
__ Our network operations interconnect with domestic and international networks of other carriers. If one of theS!"
interconnecting canier netWorks should fail or suffer adverse impact from a Year 2000 problem, our customers
could experience impairment of service. We have participated in various intemetworking testing efforts, as a
member of the Association for Telecommunications Industry Solutions (A TIS), the Cellular
Telecommunications Industry Association (CTlA) and the International Telecommunications Union (ITIJ). We
intend to monitor the activities of the primary interconnecting caniers through the remainder of 1999.
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I Year .2000" Update - continued
Costs
From the inception of our Year 2000 project through September 30, 1999, and based on the cost tracking methods .
we have historically applied to this project, we have incurred total pre-tax expenses of approximately $211 million,
and we have made capital expenditures of approximately $153 million. For 1999, we expect total pre-tax expenses
for our Year 2000 project not to exceed $125 million (approximately $89 million has been inCUlTed through
September 30, 1999) and total capital expenditures not to exceed $100 million (approximately $73 million has been
made through September 30, 1999). We anticipate that the balance of the costs incurred for 1999 will be primarily
attributable to additional te$ting and verification/correction, rollover transition management, contingency planning
and repair/replacement of non-mission critical systems. These cost estimates have been included in our earnings
targets, but should not be used as the sole gauge of progress on our Year 2000 project or as an indication of our Year
2000 readiness. .;
We have investments in various joint ventures and other interests. At this time, we do not anticipate that the impact
of any Year 2000 remediation costs that they incur will be material to our results of operations.
Risks
The failure to correct a material Year 2000 problem could cause an interruption or failure of certain of our normal
business functions or operations, which could have a material adverse effect on our results of operations, liquidity or
financial condition; however, we consider such a development remote. Due to the uncertainty inherent in other Year
2000 issues that are ultimately beyond our control, including, for example, the final Year 2000 readiness of our
suppliers, customers, interconnecting carriers, and joint venture and investment interests, we are unable to determine
at this time the likelihood of a material impact on our results of operations, liquidity or fmancial condition due to
such Year 2000 issues. However, we are taking appropriate prudent measures to mitigate that risk. We anticipate
that, in the event of material interruption or failure of our service resulting from an actual or perceived Year 2000
problem within or beyond our control, we could be subject to third-party claims.
Contingency Plans
As a public telecommunications carrier, we have had cODsiderable experience successfully dealing with Datural
disasters and other events requiring contingency planning and execution. Our Year 2000 contingency plans are built ..
upon our existing Emergency Preparedness and Disaster Recovery plans.
We will continue to fme-nme and test our corporate Year 2000 contingency plans to help ensure that core business
functions and key support processes will continue to function without material disruption, in the event of external
(e.g. power, public transportation, water), internal or supply chain failures (i.e. critical dependencies on another
entity for information, data or services). Individual business unit contingency plans for Year 2000 are being
integrated and coordinated under an enterprise-wide command and control structure.
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I Recent Accounting Pronouncement
Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all derivatives be measured at fair value and
recognized as either assets or liabilities on our balance sheeL Changes in the fair values of derivative instruments
will be recognized in either earnings or comprehensive income, depending on the designated use and effectiveness _
of the instruments. The F ASB amended this pronouncement in June 1999 to defer the effective date of SF AS No. -
133 for one year.
Under the amended pronouncement, Bell Atlantic must adopt SFAS No. 133 no later than January 1,2001. We are
currently evaluating the provisions of SF AS No. 133. The impact of adoption will be determined by several factors,
including the specific hedging instruments in place and their relationships to hedged items, as well as market
conditions at the date of adoption. We have not estimated the effect of adoption as we believe that such a
determination will not be meaningful until closer to the adoption date.
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I Other Infonnation
At a Bell Atlantic Analyst Conference on November 8, 1999, we made the following statements:
· We remain comfortable with current earnings estimates for 1999 of $2.99 to $3.03 per share, excluding
transition and integration costs and other special items.
· We are targeting consolidated revenue growth for the fourth quarter of 1999 of 6%, including the benefit of
revenues from cellular properties, the purchase of which we expect to complete in the fourth quarter.
· We are targeting consolidated revenue growth on a stand alone basis (excluding the announced transactions
with GTE and Vodafone AirTouch) of6% in 2000.
· We are targeting 2000 earnings growth on a stand alone basis within the 1()o~ to 12% range, excluding special
items. ~
· We estimate that on a stand alone basis our capital spending will increase by $300 million to $500 million in
2000 over 1999 spending.
Cautionary Statement Concerning Forward-Looking Statements
In this Management's Discussion and Analysis, and elsewhere in this Quarterly Report, we have made forward-
looking statements. These statements are based on our estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements include the information concerning our possible or assumed future results
of operations. Forward-looking statements also include those preceded or followed by the words "anticipates,"
"believes," "estimates," "hopes" or similar expressions. For those statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
The following important tactors, along with those discussed elsewhere in this Quarterly Report, could affect future
results and could cause those results to differ materially from those expressed in the forward-looking statements:
· materially adverse changes in economic conditions in the markets served by us or by companies in which we
have substantial investments;
. material changes in available technology;
. the final outcome of federal, state, and local regulatory initiatives and proceedings, including arbitration
proceedings, and judicial review of those initiatives and pro---fing,'I, pertaining to, among other matters, the
terms of interconnection, access charges. universal service, and unbundled network element and resale rates;
· the extent, timing, success. and overall effects of competition from others in the local telephone and toll service
markets;
. the timing and profitability of our entry into the in-region long distance market;
. the success and expense of our remediation efforts and those of our suppliers, customers, joint ventures,
noncontrolled investments. and interconnecting carriers in achieving Year 2000 compliance;
. the timing of, and regulatory or other conditions associated with, the completion of the merger with GTE and
our ability to combine operations and obtain revenue enbancemeDts and cost savings following the merger; and
. the timing of, and regulatory or other conditions associated with, the completion of the wireless transaction wiJ!!.
Vodafone AirToucb, and the ability of the new wireless enterprise to combine operations and obtain revenue
enhancements and cost savings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information relating to market risk is included in Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations, in the Financial Condition section under the caption "Market Risk."
Part II - Other Information
Item 6. Exhibits and Reports on Fonn 8-K
(a) Exhibits:
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Exhibit
Number
10
U. S. Wir:eless Alliance Agreement, dated September 21, 1999, among Bell Atlantic Corporation
and Vodafone AirTouch pIc, including the forms of the Amended and Restated Partnership
Agreement and the Investtnent AgreemenL
~~io ofEamings to Fixed Charges.
Financial Data Schedule.
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12
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(b) Reports on Form 8-K filed during the quarter ended September 30, 1999:
A Current Report on Form 8-K, dated July 21, 1999, was filed regarding our second quarter 1999 financial
results. .
A Current Report on Form 8-K, dated August 26, 1999, was filed reporting unaudited pro forma combined
condensed financial statements for GTE Corporation and Bell Atlantic Corporation for the six-month period
ended June 30,1999.
A Current Report on FOnD 8-K, dated September 12. 1999, was filed regarding discussions with Vodafone
AirTouch pic relating to the possibility ofa U.S. business relationship.
A Current Report on FOnD 8-K, dated September 21, 1999, was filed reporting that we have entered into a
definitive agreement with Vodafone AirTouch pIc for the creation ofa new wireless business composed of the
parties' U.S. wireless assets and providing certain information with regard to the proposed new wireless ..,
business that was given at a meeting with analysts on September 21, 1999.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behaIfby the undersigned thereunto duly authorized.
BELL ATLANTIC CORPORA nON
Date: November 10. 1999
. By Is! Doreen A. Toben
Doreen A. Toben
Vic~ President - Controller
(Principal Accounting Officer)
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF NOVEMBER 5, 1999.
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Exhibit 12
Computation of Ratio of Eamings to Fixed Charges
Bell Atlantic Corporation and Subsidiaries
(Dollars in Millions)
, NIne Months Ended s8ptember 3D. 1999--
~ Income before provision for income taxes and extraordinary item
. Minority interest
Income from unconsolidated businesses
, Dividends received from unconsolidated businesses
, Interest expense, including interest related to lease financing activities
. Portion of rent expense representing interest
: ""Amortization of capitalized interest
" Income, as adjusted
$5.563
, 83
(124)
'--'''--84 "-",,
, -956--'
140
---------.--- 20--"
$6.722
: Fixed charges:
: Interest expense, including interest related to lease financin9 activities
; Portion of rent expense representing interest
:- Capitalized interest
. Preferred stock dividend requirement
Fixed charges
$ 955""-
140
64
------1-4-'-"'"
$1.174
5~7:f-'-"
,_"Ratio of Eami~s to FIXed Charges
s=; =
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Printed on recycled paper
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FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
Application by GTE Media Ventures Incorporated and Bell Atlantic Corporation
December 13, 1999
EXHIBIT 9
(Section IV)
[Set forth in an Exhibit a narrative account of the transferee's/assignee's technical
qualifications, experience and expertise regarding cable television systems, including, but
not limited to, summary information about appropriate management personnel that will
be involved in the system's management and operations. The transferee/assignee may,
but need not, list a representative sample of cable systems currently or formerly owned or
operated. ]
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With more than 43 million telephone access lines and more than 10 million wireless
customers worldwide, Bell Atlantic Corporation (through its subsidiary companies)is a
premier provider of advanced telecommunications voice and data services to a full range
of customers. Its financial capabilities are further described in the materials provided in
Exhibit 8. To date, Bell Atlantic Corporation has not owned or operated any cable
television systems. As a result of the merger of equals with GTE Corporation, however,
Bell Atlantic will be able to benefit from the expertise of GTE Media Ventures in its
operation of cable franchises. The technical qualifications, experience and expertise of
GTE Media Ventures -- which will continue to operate the system following the merger -
- have previously been considered and approved through grant of the existing franchise
to it.
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