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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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
(Exact name of registrant as specified in its charter)
DELAWARE 23-2259884
(State of incorporation) (I.R.S. Employer
Identification No.)
1095 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 395-2121
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ----------------
Common Stock, $.10 par value............. New York, Philadelphia, Boston,
Chicago and Pacific Stock Exchanges
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
---
At February 28, 1998, the aggregate market value of the registrant's voting
stock held by non-affiliates was approximately $69,664,000,000.
At February 28, 1998, 776,507,014 shares of the registrant's Common Stock were
outstanding, after deducting 11,616,148 shares held in treasury.
Documents incorporated by reference:
Portions of the registrant's Annual Report to shareowners for the year ended
December 31, 1997 (Part II).
Portions of the registrant's Proxy Statement dated March 16, 1998 prepared in
connection with the Annual Meeting of Shareowners (Part III).
TABLE OF CONTENTS
ITEM NO. PAGE
- -------- ----
PART I
1. Business............................................................ 1
2. Properties.......................................................... 13
3. Legal Proceedings................................................... 14
4. Submission of Matters to a Vote of Security Holders................. 15
Executive Officers of the Registrant.................................... 15
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters................................................ 16
6. Selected Financial Data............................................. 16
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 16
7A. Quantitative and Qualitative Disclosures About Market Risk.......... 16
8. Financial Statements and Supplementary Data......................... 17
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................... 17
PART III
10. Directors and Executive Officers of the Registrant.................. 17
11. Executive Compensation.............................................. 17
12. Security Ownership of Certain Beneficial Owners and Management...... 17
13. Certain Relationships and Related Transactions...................... 17
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.... 18
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 20, 1998
PART I
Item 1. Business
GENERAL
Bell Atlantic Corporation (the "Company") was incorporated in 1983 under the
laws of the State of Delaware and has its principal executive offices at 1095
Avenue of the Americas, New York, New York 10036 (telephone number 212-395-
2121).
The Company's principal operating subsidiaries are: New York Telephone Company
("New York Telephone"); Bell Atlantic - New Jersey, Inc. ("Bell Atlantic - New
Jersey"); Bell Atlantic - Pennsylvania, Inc. ("Bell Atlantic - Pennsylvania");
New England Telephone and Telegraph Company ("New England Telephone"); Bell
Atlantic - Maryland, Inc. ("Bell Atlantic - Maryland"); Bell Atlantic -
Virginia, Inc. ("Bell Atlantic - Virginia"); Bell Atlantic - West Virginia, Inc.
("Bell Atlantic - West Virginia"); Bell Atlantic - Delaware, Inc. ("Bell
Atlantic - Delaware"); Bell Atlantic - Washington, D.C., Inc. ("Bell Atlantic -
Washington, D.C.") (collectively, the "telephone subsidiaries") and Bell
Atlantic Mobile.
BELL ATLANTIC - NYNEX MERGER
On August 14, 1997, the Company and NYNEX Corporation ("NYNEX") consummated a
merger whereby NYNEX became a subsidiary of the Company and NYNEX shareowners
received 0.768 of a share of Company common stock for each share of NYNEX common
stock owned.
In 1997, the Company recognized merger-related costs of approximately $519
million, consisting of $200 million of direct incremental costs, $223 million of
employee severance costs and $96 million of transition and integration costs.
The Company expects that, over the three years following the closing of the
merger, transition and integration costs will aggregate between $400 million to
$500 million. By the year 2000, the Company is targeting recurring expense
savings of approximately $1.1 billion and approximately $300 million a year in
capital savings by consolidating and integrating networks and operating systems,
eliminating approximately 3,100 management positions, centralizing procurement,
reducing the need for contract services, consolidating real estate, combining
information systems and eliminating duplicative operations. The Company also
expects to add approximately $400 million a year in revenues from its current
product portfolio by using best marketing and advertising practices.
TELECOMMUNICATIONS ACT OF 1996
The Telecommunications Act of 1996 (the "Act") became effective on February 8,
1996. Prior to the enactment of the Act, the operations of the Company and its
subsidiaries were subject to the requirements of the "Modification of Final
Judgment" ("MFJ"), a consent decree that arose out of an antitrust action
brought by the United States Department of Justice ("DOJ") against AT&T Corp.
("AT&T") and the Bell Operating Companies ("BOCs"), including the telephone
subsidiaries. The Act provides that any conduct or activity previously subject
to the MFJ is now subject instead to the restrictions and obligations imposed by
the Act.
In general, the Act includes provisions that open local exchange markets to
competition and permit Bell Operating Companies ("BOCs"), or their affiliates,
such as the Company, to engage in manufacturing and to provide services between
Local Access and Transport Areas ("LATAs"). These LATAs are generally centered
on a city or based on some other identifiable common geography and, with certain
limited exceptions, each LATA marks the boundary within which a BOC has been
limited to providing telephone service pursuant to the MFJ. Under the Act, the
ability of the Company to engage in businesses previously prohibited by the MFJ
is largely dependent on satisfying certain conditions contained in the Act and
regulations to be promulgated thereunder.
1
The Act takes a two-fold approach to the rules governing competition in the
interLATA market. First, the Company is permitted to apply for state approval
to offer interLATA services originating in states outside of the geographic
region in which the telephone subsidiaries operate as local exchange carriers.
In addition, the Company's wireless businesses are permitted to offer interLATA
services without having to comply with the conditions imposed in waivers granted
under the MFJ.
Second, each of the telephone subsidiaries must demonstrate to the Federal
Communications Commission ("FCC") that it has satisfied certain requirements in
order for the Company to be permitted to offer interLATA services for calls
originating within the geographic region in which the telephone subsidiary
operates as a local exchange carrier. Among the requirements with which a
telephone subsidiary must comply is a 14-point "competitive checklist," which
includes steps the telephone subsidiaries must take which will help competitors
offer local services through resale of the telephone subsidiaries' service,
purchase of unbundled network elements from the telephone subsidiaries, or
through the competitors' own networks. The Company must also demonstrate to the
FCC that its entry into the interLATA market would be in the public interest.
In December, 1997, a U.S. District Court found that the line-of-business
restrictions in the Act, including the requirement that BOCs alone comply with a
competitive checklist before being allowed to provide long distance, are
unconstitutional because they apply only to the BOCs. The Company was allowed
to join the case prior to the court's decision. The court has granted a stay of
its decision pending appeals by DOJ and other parties.
The FCC is required to conduct a number of rulemakings to implement the Act.
See "FCC Regulation and Interstate Rates" and "Competition - Local Exchange
Services."
DOMESTIC TELECOMMUNICATIONS
OPERATIONS
Approximately 80% of the Company's 1997 operating revenues was from services
provided by the telephone subsidiaries. The telephone subsidiaries presently
serve a territory ("Territory") consisting of 31 LATAs and provide mainly two
types of telecommunications services, exchange telecommunications and exchange
access. Exchange telecommunications service is the transmission of
telecommunications among customers located within a LATA. Examples of exchange
telecommunications services include switched local residential and business
services, private line voice and data services, Wide Area Telecommunications
Service, long distance and Centrex services. Exchange access service links a
customer's premises and the transmission facilities of other telecommunications
carriers, generally interLATA carriers. Examples of exchange access services
include switched access and special access services.
The Company has organized certain telecommunications group functions into
business units operating across the telephone subsidiaries. The business units
focus on specific market segments. The telephone subsidiaries remain
responsible within their respective service areas for the provision of telephone
services, financial performance and regulatory matters.
The Consumer Services business unit markets communications services to
residential customers within the Territory (22 million households and 63 million
people). 1997 revenues were approximately $9.5 billion, representing
approximately 39% of the telephone subsidiaries' aggregate revenues. These
revenues were derived primarily from the provision of telephone services to
residential users.
The Wholesale Services business 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. 1997 revenues were approximately $5.8 billion, representing
approximately 24% of the telephone subsidiaries' aggregate revenues.
Approximately 85% of total Wholesale Services revenues were derived from
interexchange carriers; AT&T is the largest single customer. Most of the
remaining revenues came from business customers and government agencies with
their own special access network connections, wireless companies and other local
exchange carriers which resell network connections to their own customers.
2
The General Business Services business unit markets communications and
information services to small and medium-sized businesses. The General Business
Services business unit has approximately 1.6 million customers in the Territory
which in 1997 generated approximately $3.9 billion in revenues, representing
approximately 16% of the telephone subsidiaries' aggregate revenues.
The Large Business Services business unit markets communications and information
services to large businesses. These services include voice switching/processing
services (e.g., dedicated private lines, custom Centrex, call management and
voice messaging), end-user networking (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
integration (integrating multiple geographically disparate networks into one
system), network optimization (disaster avoidance, 911 service, intelligent
vehicle highway systems), video services (distance learning, telemedicine,
videoconferencing) and interactive multimedia applications services. 1997
revenues were approximately $3.5 billion, representing approximately 15% of the
telephone subsidiaries' aggregate revenues.
The Public and Operator Services business unit markets pay telephone and
operator services in the Territory to meet consumer needs for accessing public
networks and locating and identifying network subscribers, and to provide
calling assistance and arrange billing alternatives (e.g., calling card, collect
and third party calls). 1997 revenues were approximately $1 billion,
representing approximately 4% of the telephone subsidiaries' aggregate revenues.
The Federal Systems business unit markets communications and information
technology and services to departments, agencies and offices of the executive,
judicial and legislative branches of the federal government. 1997 revenues were
approximately $500 million, representing approximately 2% of the telephone
subsidiaries' aggregate revenues.
The Network Group manages the technologies, services and systems platforms
required by the business units and the telephone subsidiaries to meet the needs
of their customers, including switching, feature development and on-premises
installation and maintenance services.
FCC REGULATION AND INTERSTATE RATES
The telephone subsidiaries are subject to the jurisdiction of the FCC with
respect to interstate services and certain related matters. In 1997, the FCC
adopted orders to reform the interstate access charge system, to modify its
price cap system and to implement the "universal service" requirements of the
Act.
Access Charges
Interstate access charges are the rates long distance carriers pay for use and
availability of the telephone subsidiaries' facilities for the origination and
termination of interstate service. The FCC's order adopted changes to the access
tariff structures in order to permit the telephone subsidiaries to recover a
greater portion of their interstate costs through rates that reflect the manner
in which those costs are incurred. The FCC required a phased restructuring of
access charges, beginning in January 1998, so that the telephone subsidiaries'
non-usage-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 will
require establishment of different levels of usage-based charges for originating
and for terminating interstate traffic.
A portion of the telephone subsidiaries' interstate costs are also recovered
through flat monthly charges to subscribers ("subscriber line charges"). Under
the FCC's order, subscriber line charges for primary residential and single line
businesses will remain unchanged initially, but such charges for additional
residential lines and multi-line businesses will rise.
The FCC has begun an investigation of the tariffs filed by the telephone
subsidiaries and other local exchange carriers to implement this new rate
structure.
3
Price Caps
The FCC also adopted modifications to its price cap rules which affect access
rate levels. Under those rules, each year the Company's price cap index is
adjusted downward by a fixed percentage intended to reflect increases in
productivity ("Productivity Factor") and adjusted upward by an allowance for
inflation (the GDP-PI). In the prior year, the Company's Productivity Factor
was 5.3%. The FCC created a single Productivity Factor of 6.5% for all price
cap companies, eliminated requirements to share a portion of future interstate
earnings and required that rates be set as if the higher Productivity Factor had
been in effect since July 1996. Any local exchange company that earns an
interstate rate of return below 10.25% in a calendar year will be permitted to
increase its interstate rates in the following year. The FCC also ordered
elimination of recovery for amortized costs associated with the implementation
of equal access to all long distance carriers and removal of certain general
overhead costs that it concluded were associated with other detariffed services.
The FCC is expected to adopt an order in 1998 to address the conditions under
which the FCC would relax or remove existing access rate structure requirements
and price cap restrictions as increased local market competition develops.
Universal Service
The FCC also adopted rules implementing the "universal service" provision of the
Act, which was designed to ensure that a basket of designated services is
widely available and affordable to all customers, including low-income customers
and customers in areas that are expensive to serve. The FCC's universal service
support in 1998 will approximate $1.5 billion for high cost areas. The support
amount thereafter cannot yet be determined. The FCC, in conjunction with the
Federal-State Joint Board on Universal Service, will adopt a methodology for
determining high-cost areas for nonrural carriers, and the proper amount of
federal universal service support for high cost areas. A new federal high cost
universal service support mechanism will become effective in 1999.
The FCC also adopted rules to implement the Act's requirements to provide
discounted telecommunications services to schools and libraries and to ensure
that not-for-profit rural health care providers have access to such services at
rates comparable to those charged their urban counterparts. All
telecommunications carriers must contribute funding for these universal service
programs. The federal universal service funding needs as of January 1, 1998
require each of the telephone subsidiaries to contribute approximately 2% of its
interstate retail revenues for high-cost and low income subsidies. Each of the
telephone subsidiaries will also be contributing a portion of its total retail
revenues for schools, libraries and not-for-profit health care. The telephone
subsidiaries will recover these contributions through interstate charges to long
distance carriers and end-users.
STATE REGULATION OF RATES AND SERVICES
The communications services of the telephone subsidiaries are subject to
regulation by the public utility commissions in the jurisdictions in which they
operate with respect to intrastate rates and services and certain other matters.
In most jurisdictions in the Territory, the telephone subsidiaries have been
able to replace rate of return regulation with price regulation plans.
New York Telephone
New York Telephone has been regulated by the New York State Public Service
Commission ("NYSPSC") under the Performance Incentive Plan since 1995. The plan
is performance-based, replacing rate of return regulation with a form of price
regulation and incentives to improve service, and does not restrict New York
Telephone's earnings. Prices were capped at current rates for "basic" services
such as residence and business exchange access, residence and business local
calling and LifeLine service, and price reduction commitments were established
for a number of services, including toll and intraLATA carrier access services.
Certain prices may be adjusted annually based on certain costs associated with
NYSPSC mandates and other defined "exogenous" events. The plan establishes
service quality targets with stringent rebate provisions if New York Telephone
is unable to meet some or all of the targets.
4
Bell Atlantic - New Jersey
Bell Atlantic - New Jersey is regulated under a Plan for Alternative Form of
Regulation (the "New Jersey Plan"), which expires on December 31, 1999. The New
Jersey Plan divides Bell Atlantic - New Jersey's services into Rate-Regulated
Services and Competitive Services. 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. Basic residence service rates are capped through 1999. However,
revenue-neutral rate restructuring for Rate-Regulated Services, including
Protected Services and basic residence service, is permitted.
- "Other Services": Custom Calling, Custom Local Area Signaling Services
("CLASS" services which utilize Signaling System 7), operator services and 911
enhanced service.
All earnings above a return on equity of 13.7% for Rate-Regulated Services are
shared equally with customers. There is no cap on earnings for Rate-Regulated
Services. Competitive Services are deregulated. In approving its 1997 review
of the Company's performance of its obligation under the New Jersey Plan, the
BPU approved elimination of the provisions of the New Jersey Plan which would
have allowed certain formula based rate adjustments for Protected and Rate
Regulated Services.
Bell Atlantic - Pennsylvania
Bell Atlantic - Pennsylvania is regulated under an Alternative Regulation Plan
(the "Pennsylvania Plan") approved in 1994 by the Pennsylvania Public Utility
Commission ("PPUC"). The Pennsylvania Plan provides for a pure price cap plan
with no sharing of earnings with customers, and replaces rate base rate of
return regulation. The Pennsylvania Plan removes from price and earnings
regulation certain competitive services, including directory advertising,
billing services, Centrex service, paging, speed calling and repeat calling.
Bell Atlantic - Pennsylvania can, and has, made subsequent filings with the PUC
to have other services declared competitive. All remaining services are price
regulated.
Under price regulation, annual price increases up to, but not exceeding, the
inflation rate (GDP-PI) minus 2.93% are permitted. Annual price decreases are
required when the GDP-PI falls below 2.93%. Prices for protected services in
the noncompetitive category, which include residential and business basic
exchange services, special access and switched access, are capped through 1999.
However, revenue-neutral rate restructuring for noncompetitive services is
permitted.
The Pennsylvania Plan requires Bell Atlantic - Pennsylvania to propose a
Lifeline service for residential customers on a revenue-neutral basis. The Plan
also requires deployment of a universal broadband network, which must be
completed in phases: 20% by 1998; 50% by 2004; and 100% by 2015. Deployment
must be reasonably balanced among urban, suburban and rural areas.
In December 1997, following appeals by several parties, the Pennsylvania Supreme
Court upheld the PPUC's approval of the Pennsylvania Plan.
Bell Atlantic - Washington, D.C.
In 1996, the District of Columbia Public Service Commission ("DCPSC") approved a
price cap plan for intra-Washington, D.C. services provided by Bell Atlantic -
Washington, D.C. Provisions of the plan include (1) a term of four years,
through December 31, 1999; (2) three service categories: basic, discretionary,
and competitive; (3) caps on certain basic residential rates for the term of the
plan, with other basic rates to change with the rate of inflation (GDP-PI) minus
3%; (4) discretionary service rate increases of up to 15% annually; (5)
elimination of price limits on competitive service rates; and (6) elimination of
the regulation of profits.
5
New England Telephone
Maine
In 1995, the Maine Public Utilities Commission ("MPUC") adopted a five-year
price cap plan for New England Telephone, with the provision for a five-year
extension after review by the MPUC. Overall average prices and specific rate
elements for most services are limited by a price cap formula of inflation minus
a productivity factor plus or minus certain exogenous cost changes. There is no
restriction on New England Telephone's earnings. The MPUC also established a
service quality index with penalties in the form of customer rebates to apply if
service quality categories are missed.
Massachusetts
In 1995, the Massachusetts Department of Public Utilities ("MDPU") 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 exogenous changes. The MDPU also established a quality of service
index and tied service quality to the level of the productivity factor. New
England Telephone's inability to meet the performance levels in any given month
would result in an increase in the productivity offset by one-twelfth of one
percent for purposes of the annual price cap filing.
New Hampshire
New England Telephone's operations are subject to rate of return regulation.
Rhode Island
In 1996, the Rhode Island Public Utilities Commission ("RIPUC") 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 RIPUC,
and there is no earnings cap or sharing 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.
Bell Atlantic - Maryland
In 1996, the Public Service Commission of Maryland ("MPSC") 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 rate of inflation (GDP-PI) minus a productivity offset
based upon changes in the 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 Atlantic - West Virginia
In February 1998, the West Virginia Public Service Commission ("WVPSC") 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 $225 million in
its network over the three-year period from 1998 through 2000.
Bell Atlantic - Virginia
Effective in 1995, the Virginia State Corporation Commission ("VSCC") approved
an optional regulatory plan that regulates Bell Atlantic - Virginia's
noncompetitive services on a price cap basis and does not regulate Bell Atlantic
- - Virginia's competitive services. The plan includes a moratorium on rate
increases for basic local telephone service until 2001 and eliminates regulation
of profits.
6
Bell Atlantic - Delaware
In 1994, Bell Atlantic - Delaware elected to be regulated under the alternative
regulation provisions of the Delaware Telecommunications Technology Investment
Act of 1993 (the "Delaware Telecommunications Act"). The Delaware
Telecommunications Act provides that:
-the prices of "Basic Telephone Services" (e.g., dial-tone and local usage)
will remain regulated and cannot change in any one year by more than the
rate of inflation (GDP-PI) less 3%;
-the prices of "Discretionary Services" (e.g., Identa Ring(SM) and Call
Waiting) cannot increase more than 15% per year per service;
-the prices of "Competitive Services" (e.g., directory advertising 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, including a prohibition on
cross-subsidization, imputation rules, service unbundling and resale service
availability requirements, and a review by the Delaware Public Service
Commission ("DSPC")during the fifth year of the plan. In March 1998, the DPSC
voted to approve Bell Atlantic - Delaware's request to extend Bell Atlantic
Delaware's term under the Delaware Telecommunications Act until March 2002.
COMPETITION
Legislative changes, including provisions of the Act discussed above under
"Telecommunications Act of 1996," regulatory changes and new technology are
continuing to expand the types of available communications services and
equipment and the number of competitors offering such services. The Company
anticipates that these industry changes, together with the rapid growth,
enormous size and global scope of these markets, will attract new entrants and
encourage existing competitors to broaden their offerings. Current and
potential competitors in telecommunication services include long distance
companies, other local telephone companies, cable companies, wireless service
providers, foreign telecommunications providers, electric utilities, Internet
service providers and other companies that offer network services. Many of
these companies have a strong market presence, brand recognition and existing
customer relationships, all of which contribute to intensifying competition and
may affect the Company's future revenue growth. In addition, a number of major
industry participants have announced mergers, acquisitions and joint ventures
which could substantially affect the development and nature of some or all of
the Company's markets.
Local Exchange Services
The ability to offer local exchange services has historically been subject to
regulation by state regulatory commissions. Applications from competitors to
provide and resell local exchange services have been approved in every
jurisdiction in the Territory. The Act is expected to significantly increase
the level of competition in all of the Company's local exchange markets.
One of the purposes of the Act was to ensure, and accelerate, the emergence of
competition in local exchange markets. Toward this end, the Act requires most
existing local exchange carriers (incumbent local exchange carriers, or
"ILECs"), including the telephone subsidiaries, to permit potential competitors
(competitive local exchange carriers, or "CLECs") to (i) purchase service from
the ILEC for resale to CLEC customers, (ii) purchase unbundled network elements
from the ILEC, and/or (iii) interconnect its network with the ILEC's network.
The Act provides for arbitration by the state public utility commission if an
ILEC and a CLEC are unable to reach agreement on the terms of the arrangement
sought by the CLEC.
7
In 1997, a U.S. Court of Appeals found that the FCC unlawfully attempted to
preempt state authority in implementing key provisions of the Act and that
several provisions of the FCC's rules are inconsistent with the statutory
requirements. In particular, it affirmed that the states have exclusive
jurisdiction over the pricing of local interconnection and resale arrangements,
that the FCC cannot lawfully allow competitors to "pick and choose" isolated
terms out of negotiated interconnection agreements, that the FCC cannot require
incumbent local exchange carriers to provide competitors a pre-assembled network
platform at network element prices or to combine unbundled network elements for
competitors. The U.S. Supreme Court has agreed to hear appeals by the DOJ and
other parties of that decision.
Negotiations between the telephone subsidiaries and various CLECs, and
arbitrations before state public utility commissions, have continued. As of
March 1, 1998, the telephone subsidiaries had entered into approximately 330
agreements with CLECs, covering all of the Territory.
The Company expects that these agreements, and the Act, will continue to lead to
substantially increased competition in its local exchange markets in 1998 and
subsequent years. The Company believes that this competition will be both on a
facilities basis and in the form of resale by CLECs of the telephone
subsidiaries' service. Under the various agreements and arbitrations discussed
above, the telephone subsidiaries are generally required to sell their services
to CLECs at discounts ranging from approximately 15% to 29% from the prices the
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. All of the state regulatory
commissions in the Territory permit other carriers to offer intraLATA toll
services within the state (except in the District of Columbia, where intraLATA
toll service is not provided).
Until the implementation of "presubscription," intraLATA toll calls were
completed by the 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 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 Act.
New York Telephone completed implementation of intraLATA presubscription in
1996. By December 1997, the telephone subsidiaries had also implemented
presubscription in Delaware, Maine, New Hampshire, New Jersey, Pennsylvania,
Rhode Island, Vermont, and West Virginia. The telephone subsidiaries in
Maryland, Massachusetts and Virginia expect to offer intraLATA presubscription
coincident with the Company's offering of long distance services in those
states, or as ordered by their state regulatory commissions in accordance with
the Act.
Implementation of presubscription for intraLATA toll services has begun to have
a material negative effect on intraLATA toll service revenues in those
jurisdictions where, as noted above, presubscription has been implemented before
the Company is permitted to offer long distance services. The adverse impact on
intraLATA toll services revenues is expected to be partially offset by an
increase in intraLATA access revenues.
Alternative Access
A substantial portion of the telephone subsidiaries' revenues from business and
government customers is derived from a relatively small number of large,
multiple-line subscribers.
The telephone subsidiaries face competition from alternative communications
systems, constructed by large end-users, interexchange carriers and alternative
access vendors, which are capable of originating and/or terminating calls
without the use of the telephone subsidiary's plant. The ability of such
alternative access providers to compete with the telephone subsidiaries has been
enhanced by the FCC's orders requiring the telephone subsidiaries to offer
virtual collocated interconnection for special and switched access services.
8
Other potential sources of competition include cable television systems, shared
tenant services and other non-carrier systems which are capable of bypassing the
telephone subsidiaries' local plant, either partially or completely, through
substitution of special access for switched access or through concentration of
telecommunications traffic on fewer of the telephone subsidiaries' lines.
Wireless Services
Wireless services also constitute potential sources of competition to the
telephone subsidiaries. Wireless portable telephone services employ digital
technology allow customers to make and receive telephone calls from any location
using small handsets, and can also be used for data transmission. The Company's
investment in Wireless Services is described below under "Global Wireless
Communications."
Public Telephone Services
The telephone subsidiaries 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 competition with the
telephone subsidiaries' operator services product line.
INFORMATION SERVICES
The Company (through Bell Atlantic Yellow Pages Company, Bell Atlantic
Electronic Commerce Services, Inc. and other subsidiaries) publishes printed and
electronic directories, provides an Internet-based electronic shopping service
and provides Internet access services. The Company's directory publishing
business produces 600 domestic and international Yellow Page directories with
nearly 900,000 advertisers and distributes approximately 80 million copies
annually in its regional markets as well as in Poland, the Czech Republic,
Slovakia, Gibraltar and Greece. The Company offers its Internet access services
in 13 states and the District of Columbia and provides on-line shopping services
with more than 10,000 advertisers and nearly 2 million visits per month. 1997
revenues from the Company's Information Services were approximately $2.3
billion.
LONG DISTANCE SERVICES
With respect to interLATA services originating outside of the Territory, the
Company, through its subsidiaries, Bell Atlantic Communications, Inc. and NYNEX
Long Distance Company, has complied with state entry requirements in 34 states.
With respect to interLATA services within the Territory, although the Company
believes that the District Court decision will be upheld on appeal (see
"Telecommunications Act of 1996" above), the Company is continuing to work
through the regulatory process at both the state and federal levels in order to
be in a position to enter the in-region long distance market in 1998. The
Company expects to petition the FCC for permission to enter the in-region long
distance market in New York in the second half of this year and in one or more
other states by year-end. The Company anticipates entering the in-region long
distance market in at least one jurisdiction during the second half of 1998, but
there can be no assurance that any approval will be forthcoming in time to
permit the Company to do so. The timing of the Company's long distance entry in
each of its 14 jurisdictions depends on the receipt of FCC approval and on the
ultimate outcome of the appeals of the District Court's decision.
9
GLOBAL WIRELESS COMMUNICATIONS
United States
The Company provides wireless communications services in the United States
principally through its subsidiary, Bell Atlantic Mobile ("BAM"), and PrimeCo
Personal Communications, L.P. ("PrimeCo"), a joint venture.
BAM provides wireless services to approximately 5.4 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 PCS providers offer competitive
pricing plans, digital technology, and enhanced calling features. BAM has
introduced new pricing plans designed to meet this new competition, and offers
digital service as well as enhanced calling features in its markets.
PrimeCo is a partnership owned by Bell Atlantic, U S WEST, Inc. and AirTouch
Communications to provide PCS. PrimeCo is licensed by the FCC to provide PCS in
the Midwest, Southeast, Southwest and at year-end had approximately 387,000
customers.
Mexico
The Company has a 42.1% economic interest in Grupo Iusacell, S.A. de C.V.
("Iusacell"), a telecommunications company in Mexico whose primary business is
the provision of cellular telephone service. Another shareowner group owns 47.7%
of Iusacell, and the remaining 10.2% is held by public shareowners.
In February 1997, the Company consummated a restructuring of its investment in
Iusacell to permit the Company to assume management control without increasing
its percentage ownership. The restructuring also required the Company to
convert certain subordinated debentures into equity and to make additional
financing available to Iusacell. The Company expects that the restructuring
will help Iusacell take advantage of growth opportunities in its existing
cellular business and in emerging fixed wireless and long distance markets.
Iusacell has licenses in the four central regions of Mexico, including Mexico
City and at year-end had approximately 400,000 subscribers.
Italy
The Company has a 17.45% economic interest in Omnitel Pronto Italia, S.p.A.
("Omnitel"), an Italian digital cellular telecommunications company. At year-
end, Omnitel had approximately 2.4 million subscribers.
Czech Republic and Slovakia
The Company has an economic interest of approximately 25% in EuroTel Praha
sr. o. and EuroTel Bratislava a.s., which have been operating cellular systems
in the Czech Republic and Slovakia, respectively, since 1991. At year-end, the
two companies had approximately 438,000 subscribers.
Greece
The Company has a 20% economic interest in STET Hellas Telecommunications S.A.
("STET Hellas"), which holds one of two nationwide licenses for cellular
services in Greece. At year-end, STET Hellas had approximately 390,000
subscribers.
Indonesia
The Company has an economic interest of approximately 23% in P.T. Excelcomindo
Pratama ("Excelcomindo"), which holds a nationwide license to provide cellular
service in Indonesia. At year-end, Excelcomindo had approximately 133,000
subscribers.
10
INTERNATIONAL TELECOM
New Zealand
In 1990, wholly owned subsidiaries of the Company and Ameritech Corporation
("Ameritech") each purchased approximately 49.8% of the common shares of Telecom
Corporation of New Zealand Limited ("TCNZ") from the New Zealand government for
an aggregate purchase price of approximately $2.4 billion. Under the terms of
the acquisition and subsequent agreements with the New Zealand government, the
Company and Ameritech were required to sell equity interests in TCNZ such that
their combined ownership would, within four years of the acquisition, be reduced
to 49.9%. Through public and private sales during 1991 and 1993, the Company
reduced its ownership interest in TCNZ to 24.82%, and, together with Ameritech,
completed the sell-down obligation. As a result of TCNZ's share repurchase plan,
which was completed in December 1997, the Company increased its ownership
interest to 24.95%, the maximum permitted level. The New Zealand government
retains a single share in TCNZ, which gives the government the right to limit
residential local service price increases to no more than the rate of inflation
and requires a flat-rate local calling option for residential customers.
TCNZ continues to be the principal provider of telecommunications services in
New Zealand, offering local service, national and international long distance
service, cellular service and Internet access. TCNZ faces increasing
competition in most of its markets. In February 1998, the Company issued
approximately $2.5 billion in exchangeable notes. The notes have a maturity of
five years and may be exchangeable into shares of TCNZ, with the exchange price
established at a premium of 20% to the TCNZ share price at the time of the
offering. The notes will be noncallable for a period of at least three years,
and will not be exchangeable by investors for an initial period of 18 months.
Upon exchange by investors, the Company will retain the option to settle in cash
or by delivery of shares. Proceeds from the offering are being used for general
corporate purposes, including the repayment of a portion of the Company's short-
term debt.
Great Britain
The Company has an 18.5% economic interest in Cable & Wireless Communications,
PLC ("CWC"), which was created in April 1997 through the merger of Mercury
Communications, NYNEX CableComms, and Bell Cablemedia, following the acquisition
of Videotron Holdings by Bell Cablemedia. CWC provides telecommunications and
CATV services and at year-end had approximately 901,000 residential telephony
lines and 753,000 CATV subscribers.
Thailand
The Company has 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
1,252,000 telephony lines in service and 150,000 CATV subscribers.
Philippines
The Company has a 20% economic interest in BayanTel Telecommunications Holdings
Corporation ("BayanTel"), a local exchange provider. At year-end, BayanTel had
approximately 237,000 customers.
FLAG
Fiberoptic Link Around the Globe Limited (FLAG) is a joint venture which owns
and operates an undersea fiberoptic cable system, providing digital
communications links between Europe and Asia. The Company is the managing
sponsor of FLAG and holds approximately a 38% equity interest in the venture and
a 41% funding obligation. FLAG completed construction of its network and
launched commercial service in the fourth quarter of 1997. At year-end, 66
international carriers had leased capacity with FLAG.
11
EMPLOYEES
As of December 31, 1997, the Company and its subsidiaries had approximately
141,000 employees. Approximately 70% of the employees of the Company and its
subsidiaries are represented by unions. Collective bargaining agreements with
the unions expire in August 1998.
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
Information set forth in this Annual Report on Form 10-K regarding expected or
possible future events is forward-looking and subject to risks and
uncertainties. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
The following important factors could affect the future results of the Company
and could cause those results to differ materially from those expressed in the
forward-looking statements: (i) materially adverse changes in economic
conditions in the markets served by the Company or by companies in which the
Company has substantive investments or changes in available technology; (ii) the
final outcome of FCC rulemakings, and judicial review of those rulemakings, with
respect to the access and interconnection that the telephone subsidiaries must
provide other carriers under the Act; (iii) the final outcome of FCC rulemakings
with respect to access charge reform and universal service; (iv) future state
regulatory actions in the Territory; (v) the extent, timing and success of
competition from others in the local telephone and intraLATA toll service
markets; (vi) the timing and profitability of the Company's entry into the in-
region long distance market; (vii) the success and expense of the remediation
efforts of the Company and its suppliers in achieving year 2000 compliance and
(viii) the outcome of collective bargaining with the unions.
12
Item 2. Properties
GENERAL
The principal properties of the Company do not lend themselves to simple
description by character and location. The Company's investment in plant,
property and equipment, 91% of which was held by the telephone subsidiaries in
1997 (89% in 1996), consisted of the following at December 31:
1997 1996
---- ----
Central office equipment.......................... 38% 36%
Cable, wiring and conduit......................... 34 34
Other equipment................................... 16 15
Land and buildings................................ 9 9
Other............................................. 3 6
--- ---
100% 100%
=== ===
"Central office equipment" consists of switching equipment, transmission
equipment and related facilities. "Cable, wiring and conduit" consists
primarily of aerial cable, underground cable, conduit and wiring. "Other
equipment" consists of public telephone instruments and telephone equipment
(including PBXs) used by the telephone subsidiaries in their operations, poles,
furniture, office equipment, vehicles and other work equipment, and cellular
plant. "Land and buildings" consists of land owned in fee and improvements
thereto, principally central office buildings. "Other" property consists
primarily of plant under construction, capital leases and leasehold
improvements.
The customers of the telephone subsidiaries are served by electronic switching
systems that provide a wide variety of services. The 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
management services. At December 31, 1997, approximately 92% of the access
lines were served by digital capability.
Substantially all of the assets of New York Telephone Company, totaling
approximately $12.6 billion at December 31, 1997, are subject to lien under New
York Telephone Company's refunding mortgage bond indenture.
CAPITAL EXPENDITURES
The telephone subsidiaries have been making and expect to continue to make
significant capital expenditures to meet the demand for communications services
and to further improve such services. Capital expenditures were approximately
$6.6 billion in 1997, $6.4 billion in 1996 and $6.3 billion in 1995. Capital
expenditures exclude additions under capital leases and the equity component of
allowance for funds used during construction prior to the discontinuance of
Statement of Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation." The total investment in plant, property and
equipment was approximately $77.4 billion at December 31, 1997, $75.7 billion at
December 31, 1996 and $72.0 billion at December 31, 1995, in each case after
giving effect to retirements, but before deducting accumulated depreciation at
such date.
13
Item 3. Legal Proceedings
In 1991, the Company, its Chief Executive Officer and its former Chief Financial
Officer were named as defendants in several identical class action complaints.
These complaints, which were consolidated in a single proceeding in the United
States District Court for the Eastern District of Pennsylvania and subsequently
amended, alleged that, during a class period from June 14, 1990 through January
22, 1991, the plaintiffs purchased shares of Bell Atlantic stock at inflated
prices as a result of the defendants' alleged failure to disclose material
information regarding certain aspects of the Company's financial performance and
prospects. In April 1997, the trial court granted summary judgment in favor of
all defendants on the federal securities law claims and dismissed the pendent
state law claims without prejudice. In January 1998, the United States Court of
Appeals for the Third Circuit affirmed the decision of the lower court.
14
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information with respect to the Company's
executive officers.
Held
Name Age Office Since
- --------------------------- --- ---------------------------------------------------------- -----
Raymond W. Smith 60 Chairman of the Board and Chief Executive Officer 1989
Ivan G. Seidenberg 51 Vice Chairman, President and Chief Operating Officer 1997
Lawrence T. Babbio, Jr. 53 President and Chief Executive Officer - Network Group 1997
Chairman - Global Wireless Group
James G. Cullen 55 President and Chief Executive Officer - Telecom Group 1997
Jacquelyn B. Gates 46 Vice President - Ethics, Compliance, Diversity and
Organization Development 1997
Alexander H. Good 48 Executive Vice President - Strategy
and Corporate Development 1998
Melvin Meskin 53 Vice President - Comptroller 1997
Patrick F.X. Mulhearn 46 Vice President - Corporate Communications 1997
Donald J. Sacco 56 Executive Vice President - Human Resources 1997
Frederic V. Salerno 54 Senior Executive Vice President and Chief Financial 1997
Officer/Strategy and Business Development
Doreen A. Toben 48 Vice President and Chief Financial Officer - Telecom Group 1997
Chester N. Watson 47 Vice President - Internal Auditing 1997
Morrison DeS. Webb 50 Executive Vice President - External Affairs and 1997
Corporate Communications
Ellen C. Wolf 44 Vice President - Treasurer 1997
James R. Young 46 Executive Vice President - General Counsel 1997
Prior to serving as an executive officer of the Company, each of the above
officers, with the exception of Mr. Good, have held high level managerial
positions with the Company or one of its subsidiaries for at least five years.
From 1990 until joining the Company in 1994, Mr. Good served as Senior Vice
President of Mobile Telecommunications Technology Corporation (MTEL) and
President of MTEL International.
Officers are not elected for a fixed term of office but are removable at the
discretion of the Board of Directors.
15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The principal market for trading in the common stock of the Company is the
New York Stock Exchange. The common stock is also listed in the United States on
the Boston, Chicago, Pacific, and Philadelphia stock exchanges. As of December
31, 1997, there were 1,233,500 shareowners of record.
High and low stock prices, as reported on the New York Stock Exchange
composite tape of transactions, and dividend data are as follows:
Market Price Cash
------------------ Dividend
High Low Declared
-------- -------- --------
1997: First Quarter........................ $71 3/8 $59 1/4 $.74
Second Quarter....................... 78 1/4 56 3/4 .74
Third Quarter........................ 81 11/16 68 .77
Fourth Quarter....................... 91 3/4 74 3/4 .77
1996: First Quarter........................ $74 7/8 $61 1/8 $.72*
Second Quarter....................... 67 3/4 59 .72
Third Quarter........................ 64 55 1/8 .72
Fourth Quarter....................... 68 58 1/2 .72
*Includes a payment of $.005 per common share for redemption of rights
under the Company's Shareholder Rights Plan.
Item 6. Selected Financial Data
The Selected Financial Data on page 8 of the Company's 1997 Annual Report to
shareowners is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Management's Discussion and Analysis of Results of Operations and
Financial Condition on pages 9 through 22 of the Company's 1997 Annual Report to
shareowners is incorporated herein by reference.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position No 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use," (SOP 98-1). The Company is required to
adopt SOP 98-1 effective January 1, 1999, although earlier adoption is
permitted. SOP 98-1 provides, among other things, guidance for determining
whether computer software is for internal use and when costs related to such
software should be expensed as incurred or capitalized and amortized. The
Company is currently evaluating the provisions of SOP 98-1 and has not yet
determined what the impact of adopting this statement will have on its future
results of operations or financial position.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information relating to market risk is included in Management's Discussion
and Analysis of Results of Operations and Financial Condition under the caption
"Market Risk" on pages 18 and 19 of the Company's 1997 Annual Report to
shareowners and is incorporated herein by reference.
16
Item 8. Financial Statements and Supplementary Data
The Report of Independent Accountants, Consolidated Statements of Income,
Consolidated Balance Sheets, Consolidated Statements of Changes in Shareowners'
Investment, Consolidated Statements of Cash Flows, and Notes to Consolidated
Financial Statements on pages 23 through 49 of the Company's 1997 Annual Report
to shareowners are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
PART III
Item 10. Directors and Executive Officers of Registrant
For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" at the end of Part I of this Report. For
information with respect to the Directors of the Company, see "Election of
Directors" on pages 3 through 8 of the Proxy Statement for the Company's 1998
Annual Meeting of Shareowners, which is incorporated herein by reference. For
information regarding compliance with Section 16(a) of the Securities Exchange
Act of 1934, see "Section 16(a) Beneficial Ownership Reporting Compliance" on
page 21 of the Proxy Statement for the Company's 1998 Annual Meeting of
Shareowners, which is incorporated herein by reference.
Item 11. Executive Compensation
For information with respect to executive compensation, see "Executive
Compensation" on pages 14 through 19, "Stock Performance Graph" on page 20,
"Bell Atlantic Pension Plans" on pages 22 and 23, and "Employment Agreements" on
pages 23 and 24 of the Proxy Statement for the Company's 1998 Annual Meeting of
Shareowners, which are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
For information with respect to the security ownership of the Directors and
Executive Officers of the Company, see "Security Ownership of Directors and
Officers" on page 21 of the Proxy Statement for the Company's 1998 Annual
Meeting of Shareowners, which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
For information with respect to certain relationships and related
transactions, see "Corporate Governance - Other Matters" on page 3 of the Proxy
Statement for the Company's 1998 Annual Meeting of Shareowners, which is
incorporated herein by reference.
17
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
See Index to Financial Statements and Financial Statement Schedule
appearing on Page F-1.
(2) Financial Statement Schedules
See Index to Financial Statements and Financial Statement Schedule
appearing on Page F-1.
(3) Exhibits
Exhibits identified in parentheses below, on file with the Securities
and Exchange Commission (SEC) in File No. 1-8606 except as otherwise noted, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
- ------
3(i) Restated Certificate of Incorporation of Bell Atlantic Corporation
("Bell Atlantic"). (Exhibit 3(i) to Form 8-K, date of report August 14,
1997.)
3(ii) By-Laws of Bell Atlantic. (Exhibit 3(i) to Form 8-K, date of report
August 14, 1997.)
4 No instrument which defines the rights of holders of long-term debt, of
Bell Atlantic and all of its consolidated subsidiaries, is filed
herewith pursuant to Regulation S-K, Item 601(b)(4)(A). Pursuant to
this regulation, Bell Atlantic hereby agrees to furnish a copy of any
such instrument to the SEC upon request.
10a Bell Atlantic Senior Management Short Term Incentive Plan, as amended
and restated effective as of January 22 1996. (Exhibit 10a to Form 10-K
for the year ended December 31, 1996.)*
10a(i) Description of Amendment, effective August 14, 1997. (Exhibit
10a(i) to Form 10-Q for the quarter ended September 30,
1997.)*
10b Bell Atlantic Senior Management Long-Term Disability and Survivor
Protection Plan, as amended. (Exhibit 10h to Form SE filed on March 27,
1986.)*
10b(i) Resolutions amending the Plan, effective as of January 1,
1989. (Exhibit 10d to Form SE dated March 29, 1989.)*
10b(ii) Description of Amendments, effective January 1, 1998, to Bell
Atlantic Senior Management Long Term Disability Plan (formerly
known, as the Bell Atlantic Senior Management Long-Term
Disability and Survivor Protection Plan).*
10c Bell Atlantic Personal Financial Services Program, as amended and
restated as of July 1, 1995. (Exhibit 10c to Form 10-K for the year
ended December 31, 1995.)*
10c(i) Termination of Bell Atlantic Personal Financial Services
Program, effective January 1, 1998*
10d Bell Atlantic Deferred Compensation Plan for Outside Directors, as
amended and restated as of February 1, 1995. (Exhibit 10d to Form 10-K
for the year ended December 31, 1994.)*
18
10e Bell Atlantic Insurance Plan for Directors. (Exhibit 10hh to
Registration Statement on Form S-1 No. 2-87842).*
10f Description of Bell Atlantic Plan for Non-Employee Directors' Travel
Accident Insurance. (Exhibit 10ii to Registration Statement on Form S-1
No. 2-87842.)*
10g 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 10g to
Form 10-K for the year ended December 31, 1996.)*
10h Bell Atlantic Senior Management Retirement Income Plan, as amended and
restated effective as of January 1, 1996. (Exhibit 10h to Form 10-K for
the year ended December 31, 1996.)*
10h(i) Termination of Bell Atlantic Senior Management Retirement
Income Plan, effective December 31, 1997, with respect to
active participants.*
10i Bell Atlantic Deferred Compensation Plan, as amended and restated as of
January 1, 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.*
10j Bell Atlantic 1985 Incentive Stock Option Plan, as amended and restated
as of July 1, 1996. (Exhibit 10j to Form 10-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 Bell Atlantic Retirement Plan for Outside Directors, as amended and
restated as of January 1, 1996. (Exhibit 10k to Form 10-K for the year
ended December 31, 1995.)*
10l Bell Atlantic Stock Compensation Plan for Outside Directors, as amended
and restated as of January 1, 1996. (Exhibit 10l to Form 10-K for the
year ended December 31, 1995.)*
10m Bell Atlantic Corporation Directors' Charitable Giving Program.
(Exhibit 10p to Form SE dated March 29, 1990.)*
10m(i) Resolutions amending and partially terminating the Program.
(Exhibit 10p to Form SE dated March 29, 1993.)*
10n Employment Agreement, dated July 10, 1996, between Bell Atlantic and
Lawrence T. Babbio, Jr. (Exhibit 10o to Form 10-K for the year ended
December 31, 1996.)*
10o 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.)*
10p Form of stock option grant to Lawrence T. Babbio, Jr. and William O.
Albertini, 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.)*
10q Employment Agreement, dated June 30, 1996, between Bell Atlantic and
James G. Cullen. (Exhibit 10s to Form 10-K for the year ended December
31, 1996.)*
19
10r Employment Agreements, dated June 24, 1996, with William O. Albertini,
Bruce S. Gordon, Stuart C. Johnson and James R. Young. (Exhibit 10(e) to
Registration Statement on Form S-4 No. 333-11573.)*
10s Forms of Stay Incentive Agreement and Separation and Non-Compete
Agreement with P. Alan Bulliner, Patrick C.G. Coulter, Alexander H. Good,
Thomas R. McKeough, Kevin P. Pennington, Doreen A. Toben and Ellen C.
Wolf. (Exhibit 10(f) to Registration Statement on Form S-4 No. 333-
11573.)*
10t Bell Atlantic Salary Program for Senior Managers, effective August 14,
1997. (Exhibit 10x to Form 10-Q for the quarter ended September 30,
1997.)*
10u Description of Changes in Compensation for Outside Directors of Bell
Atlantic, effective August 14, 1997 (Exhibit 10y to Form 10-Q for the
quarter ended September 30, 1997.)*
10v 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.)*
10w Employment Agreement, dated August 14, 1997, by and between Bell Atlantic
and Ivan G. Seidenberg (Exhibit 10bb to Form 10-Q for the quarter ended
September 30, 1997.)*
10x NYNEX Senior Management Transfer Program. (Exhibit No. 10-ee to NYNEX's
Registration Statement No. 2-87850, File No. 1-8608.)*
10y NYNEX Deferred Compensation Plan for Non-Employee Directors. (Exhibit No.
10-gg to NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)*
10y(i) Amendment to NYNEX Corporation Deferred Compensation Plan for
Non-Employee Directors (Exhibit No. 10 iii 5a to NYNEX's
Quarterly Report on Form 10-Q, for the period ended June 30,
1996, File No. 1-8608.)*
10z Description of NYNEX Insurance Plan for Directors. (Exhibit No. 10-hh to
NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)*
10aa Description of NYNEX Plan for Non-Employee Directors' Travel Accident
Insurance. (Exhibit No. 10-ii to NYNEX's Registration Statement No. 2-
87850, File No. 1-8608.)*
10bb NYNEX Senior Management Incentive Award Deferral Plan. (Exhibit No. 10
iii 8 to NYNEX's Quarterly Report on Form 10-Q, for the period ended June
30, 1996, File No. 1-8608.)*
10bb(i) Termination of NYNEX Senior Management Incentive Award Deferral
Plan, effective December 31, 1997, with respect to active
participants.*
,
10cc Description of NYNEX Mid-Career Hire Program. (Exhibit No. 10-ll to
NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)*
10dd NYNEX Mid-Career Pension Program. (Exhibit No. 10-mm to NYNEX's
Registration Statement No. 2-87850, File No. 1-8608.)*
10dd(i) Termination of NYNEX Mid-Career Pension Program, effective
December 31, 1997, with respect to active participants.*
10ee NYNEX 1984 Stock Option Plan, as amended and restated. (Post-Effective
Amendment No. 1 to NYNEX's Registration No. 2-97813, dated September 21,
1987, File No. 1-8608.)*
20
10ff Description of NYNEX Non-Employee Director Pension Plan. (Exhibit No.
(28) (i) 1 to Amendment No. 1 to NYNEX's 1987 Annual Report on Form 10-K,
File No. 1-8608.)*
10ff(i) NYNEX Corporation Non-Employee Director Pension Plan. (Exhibit
No. 99 to NYNEX's Proxy Statement dated March 18, 1996, File No.
1-8608.)*
10gg 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.)*
10hh NYNEX 1990 Stock Option Plan. (Exhibit No. 2 to the Registrant's Proxy
Statement dated March 26, 1990, File No. 1-8608.)*
10ii NYNEX Stock Plan for Non-Employee Directors. (Exhibit No. 10 iii (A) 22
to the Registrant's 1990 Annual Report on Form 10-K, File No. 1-8608.)*
10jj NYNEX Supplemental Life Insurance Plan. (Exhibit No. 10 iii 21 to NYNEX's
Quarterly Report on Form 10-Q for the period ended June 30, 1996, File
No. 1-8608.)*
10kk NYNEX 1995 Long Term Incentive Program. (Exhibit No. 1 to NYNEX's Proxy
Statement dated March 21, 1994, File No. 1-8608.)*
10ll NYNEX 1995 Stock Option Plan. (Exhibit No. 2 to NYNEX's Proxy Statement
dated March 21, 1994, File No. 1-8608.)*
10mm NYNEX 1990 Stock Option Plan as amended. (Exhibit No. 2 to NYNEX's Proxy
Statement dated March 20, 1995, File No. 1-8608.)*
10nn NYNEX 1995 Stock Option Plan as amended. (Exhibit No. 1 to NYNEX's Proxy
Statement dated March 20, 1995, File No. 1-8608.)*
10oo NYNEX 1995 Long Term Incentive Program as amended. (Exhibit No. 3 to
NYNEX's Proxy Statement dated March 20, 1995, File No. 1-8608.)*
10pp NYNEX Corporation Non-Employee Director Retainer Stock Plan. (Exhibit No.
99 to NYNEX's Proxy Statement dated March 18, 1996, File No. 1-8608.)*
10qq NYNEX Executive Retention Agreement. (Exhibit No. 10 iii 35 to NYNEX's
Quarterly Report on Form 10-Q, for the period ended June 30, 1996, File
No. 1-8608.)*
10rr Description of Bell Atlantic Senior Management Death Benefit Plan,
effective April 1, 1998.*
10ss Description of Bell Atlantic Senior Management Flexible Spending
Perquisite Account, effective January 1, 1998.*
21
12 Computation of Ratio of Earnings to Fixed Charges. (Exhibit 12 to Form 8-
K, date of report March 13, 1998.)
13 Portions of Bell Atlantic's Annual Report to shareowners for the year
ended December 31, 1997. (Exhibit 99 to Form 8-K, date of report March
13, 1998.)
21 List of subsidiaries of Bell Atlantic.
23 Consent of Independent Accountants.
24 Powers of Attorney.
- -----------
*Indicates management contract or compensatory plan or arrangement.
(b) Current Reports on Form 8-K filed during the quarter ended December 31,
1997:
A Current Report on Form 8-K, dated October 22, 1997, was filed regarding
Bell Atlantic's third quarter 1997 financial results.
A Current Report on Form 8-K, dated December 12, 1997, was filed
regarding certain statements made at a Bell Atlantic Global Analyst
Conference on December 12, 1997.
A Current Report on Form 8-K, dated December 22, 1997, was filed
regarding Bell Atlantic's plans to issue exchangeable notes for general
corporate purposes.
22
SIGNATURES
Pursuant 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 signed on
its behalf by the undersigned, thereunto duly authorized.
BELL ATLANTIC CORPORATION
By /s/ Mel Meskin
------------------------------------
Mel Meskin
Vice President - Comptroller
March 25, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
+++++
Principal Executive Officer: Chairman of the +
Raymond W. Smith Board and Chief +
Executive Officer +
+
Principal Financial Officer: Senior Executive Vice +
Frederic V. Salerno President and Chief +
Financial Officer/Strategy and +
Business Development +
+
Principal Accounting Officer: Vice President - Comptroller +
Mel Meskin +
+
Directors: +
+
Lawrence T. Babbio, Jr. +
Richard L. Carrion +++++ By /s/ Mel Meskin
James G. Cullen + ------------------------
Lodewijk J.R. de Vink + Mel Meskin
James H. Gilliam, Jr. + (individually and as
Stanley P. Goldstein + attorney-in-fact)
Helene L. Kaplan + March 25, 1998
Thomas H. Kean +
Elizabeth T. Kennan +
John F. Maypole +
Joseph Neubauer +
Thomas H. O'Brien +
Eckhard Pfeiffer +
Hugh B. Price +
Rozanne L. Ridgway +
Frederic V. Salerno +
Ivan G. Seidenberg +
Walter V. Shipley +
Raymond W. Smith +
John R. Stafford +
Morrison DeS. Webb +
Shirley Young +++++
23
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page Number
---------------------------
Annual
Form Report to
10-K Shareowners
---------- -----------
Report of Independent Accountants.................................... F-2 23
Consolidated Statements of Income
For the years ended December 31, 1997, 1996 and 1995................ -- 24
Consolidated Balance Sheets
December 31, 1997 and 1996.......................................... -- 25
Consolidated Statements of Changes in Shareowners' Investment
For the years ended December 31, 1997, 1996 and 1995................ -- 26
Consolidated Statements of Cash Flows
For the years ended December 31, 1997, 1996 and 1995................ -- 27
Notes to Consolidated Financial Statements........................... -- 28-49
Schedule II--Valuation and Qualifying Accounts
For the years ended December 31, 1997, 1996 and 1995................ F-3 --
Financial statement schedules other than that listed above have been omitted
because such schedules are not required or applicable.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareowners of
Bell Atlantic Corporation
Our report on the consolidated financial statements of Bell Atlantic Corporation
and subsidiaries has been incorporated by reference in this Form 10-K from page
23 of the 1997 Annual Report to shareowners of Bell Atlantic Corporation and
subsidiaries. In connection with our audits of such financial statements, we
have also audited the related financial statement schedule listed in the index
on page F-1 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York
February 9, 1998
F-2
BELL ATLANTIC CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN MILLIONS)
Additions
-------------------------
Charged to
Balance at Charged Other Balance
Beginning To Accounts Deductions at End
Description of period Expenses --Note(a) --Note(b) of period
- ----------------------------- ---------- -------- ---------- ------------- ---------
Allowance for Uncollectible
Accounts Receivable:
Year 1997................ $ 566.7 $530.5 $ 557.3 $1,042.6 $611.9
Year 1996................ $ 475.0 $493.7 $ 554.6 $ 956.6 $566.7
Year 1995................ $ 426.4 $423.5 $ 413.0 $ 787.9 $475.0
Valuation Allowance for
Deferred Tax Assets:
Year 1997................ $ 44.8 $ 64.7 $ .5 $ 30.6 $ 79.4
Year 1996................ $ 39.3 $ 14.2 $ 1.3 $ 10.0 $ 44.8
Year 1995................ $ 64.6 $ 9.1 $ 1.3 $ 35.7 $ 39.3
Restructuring Reserves:
Year 1997................ $ 330.1 $ -- $ -- $ 180.5 $149.6
Year 1996................ $ 700.6 $ -- $ -- $ 370.5 $330.1
Year 1995................ $ 1,186.8 $ -- $ -- $ 486.2 $700.6
Allowance for Uncollectible
Finance Lease Receivable:
Year 1997................ $ 23.8 $ 12.9 $ -- $ 11.8 $ 24.9
Year 1996................ $ 24.3 $ -- $ -- $ .5 $ 23.8
Year 1995................ $ 22.2 $ 2.3 $ -- $ .2 $ 24.3
- ------------
(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
uncollectible charges on purchases of accounts receivable from others which
were billed by the Company.
(b) Amounts written off as uncollectible or transferred to other accounts or
utilized (except for the valuation allowance for deferred tax assets). In
1995 and 1994, amounts include ending balances for businesses sold during
the year.
F-3