<PAGE>
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, 1995
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 1-6964
BELL ATLANTIC - VIRGINIA, INC.
A Virginia Corporation I.R.S. Employer Identification No. 54-0167060
600 East Main Street, Richmond, Virginia 23219
Telephone Number (804) 225-6300
--------------------------
Securities registered pursuant to Section 12(b) of the Act: See attached
Schedule A.
Securities registered pursuant to Section 12(g) of the Act: None.
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION, MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) AND (b) OF FORM 10-K AND
IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION J(2).
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
--- ---
<PAGE>
Bell Atlantic - Virginia, Inc.
SCHEDULE A
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ---------------------------------------------- ---------------------
Forty Year 7-1/4% Debentures, due June 1, 2012 New York Stock
Exchange
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Bell Atlantic - Virginia, Inc.
TABLE OF CONTENTS
Item No. Page
- -------- ----
PART I
1. Business....................................................... 1
2. Properties..................................................... 6
3. Legal Proceedings.............................................. 7
4. Submission of Matters to a Vote of Security Holders............ 8
PART II
5. Market for Registrant's Common Equity and Related Stockholder
Matters........................................................ 8
6. Selected Financial Data........................................ 8
7. Management's Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction J(2).)............ 9
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....................................................... 17
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 25, 1996.
<PAGE>
Bell Atlantic - Virginia, Inc.
PART I
ITEM 1. BUSINESS
GENERAL
Bell Atlantic - Virginia, Inc. (the "Company") is incorporated under the laws
of the Commonwealth of Virginia and has its principal offices at 600 East Main
Street, Richmond, Virginia 23219 (telephone number 804-225-6300). The Company
is a wholly owned subsidiary of Bell Atlantic Corporation ("Bell Atlantic"),
which is one of the seven regional holding companies ("RHCs") formed in
connection with the court-approved divestiture (the "Divestiture"), effective
January 1, 1984, of those assets of American Telephone and Telegraph Company
("AT&T") related to exchange telecommunications, exchange access functions,
printed directories and cellular mobile communications.
The Company presently serves a territory consisting of five complete Local
Access and Transport Areas ("LATAs") and part of a sixth LATA. 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 the Company has historically been permitted to provide telephone
service.
The Company currently provides two basic types of telecommunications
services. First, the Company transports telecommunications traffic between
subscribers located within the same LATA ("intraLATA service"), including both
local and toll services. Local service includes the provision of local exchange
("dial tone"), local private line and public telephone services (including dial
tone service for pay telephones owned by the Company and other pay telephone
providers). Among other local services provided are Centrex (telephone company
central office-based switched telephone service enabling the subscriber to make
both intercom and outside calls) and a variety of special and custom calling
services. Toll service includes message toll service (calling service beyond
the local calling area) within LATA boundaries, and intraLATA Wide Area Toll
Service (WATS)/800 services (volume discount offerings for customers with highly
concentrated demand). Second, the Company provides exchange access service,
which links a subscriber's telephone or other equipment to the transmission
facilities of interexchange carriers which, in turn, provide telecommunications
service between LATAs ("interLATA service") to their customers.
LINE OF BUSINESS RESTRICTIONS AND THE TELECOMMUNICATIONS ACT OF 1996
The consent decree entitled "Modification of Final Judgment" ("MFJ") approved
by the United States District Court for the District of Columbia (the "D.C.
District Court") which, together with the Plan of Reorganization ("Plan")
approved by the D.C. District Court, set forth the terms of Divestiture also
established certain restrictions on the post-Divestiture activities of the RHCs,
including Bell Atlantic and its subsidiaries. The MFJ's principal restrictions
on post-Divestiture RHC activities included prohibitions on (i) providing
interexchange telecommunications, and (ii) engaging in the manufacture of
telecommunications equipment and customer premises equipment ("CPE").
The Telecommunications Act of 1996 (the "Act") became effective on February
8, 1996 and replaces the MFJ. In general, the Act includes provisions that
would open the Company's local exchange markets to competition and would permit
local exchange carriers, such as the Company, to provide interLATA services
(long distance) and video programming and to engage in manufacturing. However,
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. For a brief discussion of certain
provisions of the Act, see "Management's Discussion and Analysis of Results of
Operations - Factors That May Impact Future Results, Federal Legislation" on
pages 14 and 15.
OPERATIONS
During 1993, Bell Atlantic reorganized certain functions formerly performed
by each of the seven Bell System operating companies ("BOCs") transferred to it
pursuant to the Divestiture, including the Company (collectively, the "Network
Services Companies"), into lines of business ("LOBs") organized across the
Network Services Companies around specific market segments. The Network
Services Companies, however, remain responsible within their respective service
areas for the provision of telephone services, financial performance and
regulatory matters. The LOBs are:
1
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Bell Atlantic - Virginia, Inc.
The Consumer Services LOB markets communications services to residential
-----------------
customers within the service territories of the Network Services Companies,
including the service territory of the Company.
The Carrier Services LOB markets (i) switched and special access to the
----------------
Company's local exchange network, and (ii) billing and collection services,
including recording, rating, bill processing and bill rendering. The principal
customers of this LOB are interexchange carriers; AT&T is the largest single
customer. Other customers include business customers and government agencies
with their own special access network connections, wireless companies and other
local exchange carriers ("LECs") which resell network connections to their own
customers.
The Small Business Services LOB markets communications and information
-----------------------
services to small businesses (customers having up to 20 access lines).
The Large Business Services LOB markets communications and information
-----------------------
services to large businesses (customers having more than 20 access lines).
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, intelligent vehicle highway systems), video services
(distance learning, telemedicine, videoconferencing) and interactive multi-media
applications services.
The Directory Services LOB manages the provision of (i) advertising and
------------------
marketing services to advertisers, and (ii) listing information (e.g., White
Pages and Yellow Pages). These services are currently provided primarily
through print media, but the Company expects that use of electronic formats will
increase in the future. In addition, the Directory Services LOB manages the
provision of photocomposition, database management and other related products
and services to publishers.
The Public and Operator Services LOB markets pay telephone and operator
----------------------------
services in the service territories of the Network Services Companies to meet
consumer needs for accessing public networks, locating and identifying network
subscribers, providing calling assistance and arranging billing alternatives
(e.g., calling card, collect and third party calls).
The Federal Systems LOB markets communications and information technology and
---------------
services to departments, agencies and offices of the executive, judicial and
legislative branches of the federal government.
The Network LOB manages the technologies, services and systems platforms
-------
required by the other LOBs and the Network Services Companies, including the
Company, to meet the needs of their respective customers, including switching,
feature development and on-premises installation and maintenance services.
FCC REGULATION AND INTERSTATE RATES
The Company is subject to the jurisdiction of the Federal Communications
Commission ("FCC") with respect to interstate services and certain related
matters. The FCC prescribes a uniform system of accounts for telephone
companies, interstate depreciation rates and the principles and standard
procedures used to separate plant investment, expenses, taxes and reserves
between those applicable to interstate services under the jurisdiction of the
FCC and those applicable to intrastate services under the jurisdiction of the
respective state regulatory authorities ("separations procedures"). The FCC
also prescribes procedures for allocating costs and revenues between regulated
and unregulated activities.
The FCC has prescribed structures for exchange access tariffs to specify the
charges ("access charges") for use and availability of the Company's facilities
for the origination and termination of interstate interLATA service. In
general, the tariff structures prescribed by the FCC provide that interstate
costs which do not vary based on usage ("non-traffic sensitive costs") are
recovered from subscribers through flat monthly charges ("subscriber line
charges"), and from interexchange carriers through usage-sensitive Carrier
Common Line ("CCL") charges. Traffic-sensitive interstate costs are recovered
from carriers through variable access charges based on several factors,
primarily usage.
2
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Bell Atlantic - Virginia, Inc.
Price Caps
The price cap system, which became effective in 1991, (the "Prior Price Cap
Plan") placed a cap on overall LEC prices for interstate access services which
was modified annually, in inflation-adjusted terms, by a fixed percentage which
was intended to reflect increases in productivity. The price cap level could
also be adjusted to reflect "exogenous" changes, such as changes in FCC
separations procedures or accounting rules. Under the Prior Price Cap Plan, the
Company was required to share with customers in the form of prospective rate
reductions a portion of its earnings above a certain authorized rate of return.
In March 1995, the FCC approved an Interim Price Cap Plan ("Interim Plan")
for interstate access charges, which became effective on August 1, 1995, and
replaced the Prior Price Cap Plan.
Under the Interim Plan, the Company's price cap index must be adjusted by an
inflation index (GDP-PI), less a fixed percentage, either 4.0%, 4.7% or 5.3%,
which is intended to reflect increases in productivity ("Productivity Factor").
Companies selecting the 4.0% or 4.7% Productivity Factor are required to reduce
future prices and share a portion of their interstate return in excess of
12.25%. Companies selecting the 5.3% Productivity Factor are also required to
reduce prices but are not required to share a portion of their future interstate
earnings. The Interim Plan also provided for a reduction in the price cap index
of 2.8% to adjust for what the FCC believes was an underestimate in its
calculation of the Productivity Factor in prior years. The Interim Plan also
eliminated the recovery of certain "exogenous" cost changes, including changes
in accounting costs that the FCC believes have no economic consequences.
In May 1995, Bell Atlantic selected the 5.3% Productivity Factor for the
August 1995 to June 1996 tariff period. The rates included in the May 1995
filing resulted in price decreases totaling approximately $48,900,000 on an
annual basis. These price decreases included the scheduled expiration of a
temporary rate increase of approximately $15,700,000 on an annualized basis that
was in effect from March 17, 1995 through July 31, 1995 to recover prior years
"exogenous" postemployment benefit costs. Approximately 80% of the remaining
$33,200,000 reduction resulted from compliance with the Interim Plan. The
remaining 20% represented reductions that the Company was required to make under
the Prior Price Cap Plan.
Bell Atlantic appealed the Interim Price Cap Order to the Court of Appeals
for the D.C. Circuit, and that case is currently pending.
FCC Cost Allocation and Affiliate Transaction Rules
FCC rules govern: (i) the allocation of costs between the regulated and
unregulated activities of a communications common carrier and (ii) transactions
between the regulated and unregulated affiliates of a communications common
carrier.
The cost allocation rules apply to certain unregulated activities: activities
that have never been regulated as communications common carrier offerings and
activities that have been preemptively deregulated by the FCC. The costs of
these activities are removed prior to the separations procedures process and are
assigned to unregulated activities in the aggregate, not to specific services,
for pricing purposes. Other activities must be accounted for as regulated
activities, and their costs are subject to separations procedures.
The affiliate transaction rules govern the pricing of assets transferred to
and services provided by affiliates. These rules generally require that assets
be transferred between affiliates at "market price", if such price can be
established through a tariff or a prevailing price actually charged to third
parties. In the absence of a tariff or prevailing price, "market price" cannot
be established, in which case (i) asset transfers from a regulated to an
unregulated affiliate must be valued at the higher of cost or fair market value,
and (ii) asset transfers from an unregulated to a regulated affiliate must be
valued at the lower of cost or fair market value.
The FCC has not attempted to make its cost allocation or affiliate
transaction rules preemptive. State regulatory authorities are free to use
different cost allocation methods and affiliate transaction rules for intrastate
ratemaking and to require carriers to keep separate allocation records.
3
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Bell Atlantic - Virginia, Inc.
STATE REGULATION AND COMPETITIVE ENVIRONMENT
The communications services of the Company are subject to regulation by the
Virginia State Corporation Commission (the "SCC") with respect to intrastate
rates and services and certain other matters.
Under legislation passed in the 1993 session of the Virginia General
Assembly, the SCC is no longer statutorily required to regulate telephone
companies on the basis of rate of return regulation. In February 1994, the
Company filed a proposal to have its non-competitive services regulated on a
price cap basis; competitive services would not be regulated.
Following public hearings, the SCC approved a new optional regulatory plan,
effective January 1, 1995, which allows the Company to replace traditional cost-
based regulation with a plan that relies on price constraints. The new plan,
which eliminates regulation of profits, includes a temporary moratorium on rate
increases for basic local telephone service until 2001, eliminates the monthly
charge for Touch-Tone service and expands universal telephone service to the
poor. In November 1994, the Company notified the SCC of its election to
participate in the new regulatory plan. Following an appeal, the new plan was
upheld by the Virginia Supreme Court.
The Company has filed financial results with the SCC for the years 1989
through 1994. The SCC issued orders making the Company's rates final and no
longer subject to refund for the years 1989, 1990 and 1991. The SCC has not
completed its review of the Company's 1993 and 1994 financial results.
With respect to the 1992 review period, the SCC staff issued its report in
January 1996 and presented alternative treatment for two issues concerning
expenses to be recognized in 1992. Depending upon the SCC's final ruling on
these issues, the Company could be subject to a refund for the 1992 review
period. The Company plans to fully pursue a favorable decision on these issues.
A final decision by the SCC on the 1992 review period is expected in late 1996.
COMPETITION
General
Regulatory changes, as well as new technology, are continuing to expand the
types of available communications services and equipment and the number of
competitors offering such services. An increasing amount of this competition is
from large companies which have substantial capital, technological and marketing
resources. For a discussion of competition in the local exchange and intraLATA
toll markets, see "Management's Discussion and Analysis of Results of
Operations--Factors That May Impact Future Results" on pages 14 and 15.
Alternative Access
A substantial portion of the Company's revenues from business and government
customers is derived from a relatively small number of large, multiple-line
subscribers.
The Company faces 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 Company's plant. In the Virginia suburbs of Washington, D.C.,
Institutional Communications Company, in which MFS Communications Company, Inc.
has acquired a controlling interest, has deployed an optical fiber network to
compete with the Company in the provision of switched and special access
services and local services. In July 1993, Virginia Metrotel, Inc. was granted
authority by the SCC to compete against the Company in the provision of access
services in the Richmond metropolitan area.
The ability of such alternative access providers to compete with the Company
has been enhanced by the FCC's orders requiring the Company to offer virtual
collocated interconnection for special and switched access services.
Other potential sources of competition are cable television systems, shared
tenant services and other non-carrier systems which are capable of bypassing the
Company's local plant, either partially or completely, through substitution of
special access for switched access or through concentration of
telecommunications traffic on fewer of the Company's lines.
4
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Bell Atlantic - Virginia, Inc.
Personal Communications Services
Radio-based personal communications services ("PCS") also constitute
potential sources of competition to the Company. PCS consists of wireless
portable telephone services which would allow customers to make and receive
telephone calls from any location using small handsets, and which could also be
used for data transmission.
Directories
The Company continues to face significant competition from other providers of
directories, as well as competition from other advertising media. In
particular, the former sales representative of several of the Network Services
Companies publishes directories in competition with those published by the
Company in its service territory.
Public Telephone Services
The Company faces increasing competition in the provision of pay telephone
services from other pay telephone service providers. In addition, the growth of
wireless communications negatively impacts usage of public telephones.
Operator Services
Alternative operator services providers have entered into competition with
the Company's operator services product line.
CERTAIN CONTRACTS AND RELATIONSHIPS
Certain planning, marketing, procurement, financial, legal, accounting,
technical support and other management services are provided on behalf of the
Company on a centralized basis by Bell Atlantic's wholly owned subsidiary, Bell
Atlantic Network Services, Inc. ("NSI"). Bell Atlantic Network Funding
Corporation provides short-term financing and cash management services to the
Company.
The seven RHCs each own (directly or through subsidiaries) a one-seventh
interest in Bell Communications Research, Inc. ("Bellcore"). Pursuant to the
Plan, Bellcore furnishes the RHCs and their BOC subsidiaries with technical
assistance such as network planning, engineering and software development, as
well as various other consulting services that can be provided more effectively
on a centralized basis. Bellcore is the central point of contact for
coordinating the efforts of the RHCs in meeting the national security and
emergency preparedness requirements of the federal government. It also helps to
mobilize the combined resources of the RHCs in times of natural disasters.
EMPLOYEES
As of December 31, 1995, the Company had approximately 6,200 employees. This
workforce is augmented by employees of the centralized staff of NSI, who perform
services for the Company on a contract basis.
5
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Bell Atlantic - Virginia, Inc.
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 consisted of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Central office equipment................. 41% 42%
Cable, wiring and conduit................ 40 41
Land and buildings....................... 7 6
Other equipment.......................... 9 8
Other.................................... 3 3
---- ----
100% 100%
==== ====
</TABLE>
"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. "Land and
buildings" consists of land owned in fee and improvements thereto, principally
central office buildings. "Other equipment" consists of public telephone
terminal equipment and other terminal equipment, poles, furniture, office
equipment, and vehicles and other work equipment. "Other" property consists
primarily of plant under construction, capital leases and leasehold
improvements.
The Company's customers are served by electronic switching systems that
provide a wide variety of services. The Company's 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,
1995, approximately 85% of the access lines were served by digital capability.
CAPITAL EXPENDITURES
The Company has been making and expects to continue to make significant
capital expenditures to meet the demand for communications services and to
further improve such services. Capital expenditures were approximately $360
million in 1993, $386 million in 1994 and $458 million in 1995. The total
investment in plant, property and equipment was approximately $4.90 billion at
December 31, 1993, $5.08 billion at December 31, 1994, and $5.38 billion at
December 31, 1995, in each case after giving effect to retirements, but before
deducting accumulated depreciation at such date.
6
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Bell Atlantic - Virginia, Inc.
ITEM 3. LEGAL PROCEEDINGS
PRE-DIVESTITURE CONTINGENT LIABILITIES AND LITIGATION
The Plan provides for the recognition and payment by AT&T and the former BOCs
(including the Company) of liabilities that are attributable to pre-Divestiture
events but do not become certain until after Divestiture. These contingent
liabilities relate principally to litigation and other claims with respect to
the former Bell System's rates, taxes, contracts and torts (including business
torts, such as alleged violations of the antitrust laws). Except to the extent
that affected parties otherwise agree, contingent liabilities that are
attributable to pre-Divestiture events are shared by AT&T and the BOCs in
accordance with formulas prescribed by the Plan, whether or not an entity was a
party to the proceeding and regardless of whether an entity was dismissed from
the proceeding by virtue of settlement or otherwise. Each company's allocable
share of liability under these formulas depends on several factors, including
the type of contingent liability involved and each company's relative net
investment as of the effective date of Divestiture. Under the formula generally
applicable to most of the categories of these contingent liabilities, the
Company's aggregate allocable share of liability is approximately 1.6%.
AT&T and various of its subsidiaries and the BOCs (including, in some cases,
the Company) have been and are parties to various types of litigation relating
to pre-Divestiture events, including actions and proceedings involving
environmental claims and allegations of violations of equal employment laws.
Damages, if any, ultimately awarded in the remaining actions relating to pre-
Divestiture events could have a financial impact on the Company whether or not
the Company is a defendant since such damages will be treated as contingent
liabilities and allocated in accordance with the allocation rules established by
the Plan.
Effective in 1994, the Company and the other Regional Holding Companies
agreed to discontinue sharing of new pre-Divestiture claims and certain existing
claims other than claims relating to environmental matters. AT&T is not a party
to this agreement.
While complete assurance cannot be given as to the outcome of any contingent
liabilities or litigation, in the opinion of the Company's management, any
monetary liability or financial impact to which the Company would be subject
after final adjudication of all of the remaining potential or actual pre-
Divestiture claims would not be material in amount to the financial position of
the Company.
7
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Bell Atlantic - Virginia, Inc.
PART I
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted pursuant to General Instruction J(2).)
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(Inapplicable.)
ITEM 6. SELECTED FINANCIAL DATA
(Omitted pursuant to General Instruction J(2).)
8
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Bell Atlantic - Virginia, Inc.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
(ABBREVIATED PURSUANT TO GENERAL INSTRUCTION J(2).)
This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements included in the index set forth on page F-1.
RESULTS OF OPERATIONS
- ---------------------
The Company reported net income of $272,517,000 for 1995, compared to a loss
of $42,979,000 for 1994.
In 1994, the Company recorded a pretax charge of $23,976,000, in accordance
with Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" (Statement No. 112), to recognize the Company's
proportionate share of benefit costs for the separation of employees who are
entitled to benefits under preexisting Bell Atlantic separation pay plans.
Results for 1994 also included a noncash, after-tax extraordinary charge of
$308,580,000 in connection with the Company's decision to discontinue
application of regulatory accounting principles required by Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation" (see Note 2 to the Financial Statements).
These and other items affecting the comparison of operating results between
1995 and 1994 are discussed in the following sections.
OPERATING REVENUES
- ------------------
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31 1995 1994
- ------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Transport Services
Local service................................. $ 803,349 $ 795,796
Network access................................ 587,438 568,160
Toll service.................................. 97,649 123,844
Ancillary Services
Directory publishing.......................... 173,851 164,342
Other......................................... 86,430 80,306
Value-added Services........................... 235,816 207,873
---------- ----------
Total.......................................... $1,984,533 $1,940,321
========== ==========
</TABLE>
9
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Bell Atlantic - Virginia, Inc.
TRANSPORT SERVICES OPERATING STATISTICS
- ---------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE
INCREASE
1995 1994 (DECREASE)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AT YEAR-END
- -----------
Access Lines in Service (In thousands)
Residence.................................. 1,911 1,857 2.9%
Business................................... 1,111 1,043 6.5
Public..................................... 40 40 --
------- -------
3,062 2,940 4.1
======= =======
FOR THE YEAR
- ------------
Access Minutes of Use (In millions)
Interstate................................. 10,334 9,711 6.4
Intrastate................................. 2,859 2,629 8.7
------- -------
13,193 12,340 6.9
======= =======
Toll Messages (In thousands)
Intrastate................................. 108,263 143,921 (24.8)
Interstate................................. 12,032 11,336 6.1
------- -------
120,295 155,257 (22.5)
======= =======
</TABLE>
LOCAL SERVICE REVENUES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $7,553 .9%
- --------------------------------------------------------------------------------
Local service revenues are earned by the Company from the provision of local
exchange, local private line and public telephone services.
Local service revenues increased in 1995 principally due to a 4.1% growth in
network access lines in service. This revenue was substantially offset by an
accrual for a potential refund in connection with an audit by the Virginia State
Corporation Commission (SCC). See Note 11 to the Financial Statements.
NETWORK ACCESS REVENUES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $19,278 3.4%
- --------------------------------------------------------------------------------
Network access revenues are received from interexchange carriers (IXCs) for
their use of the Company's local exchange facilities in providing long distance
services to IXCs' customers and from end-user subscribers. Switched access
service revenues are derived from usage-based charges paid by IXCs for access to
the Company's network. Special access revenues arise from access charges paid
by IXCs and end-users who have private networks. End-user access revenues are
earned from local exchange carrier customers who pay for access to the network.
Network access revenues increased principally due to higher customer demand
for access services as reflected by growth of 6.9% in access minutes of use.
Higher end-user revenues attributable to increases in access lines in service
also contributed to revenue growth in 1995. Revenues in 1995 were positively
impacted by a temporary rate increase that was in effect from March 17, 1995
through July 31, 1995 to recover prior years "exogenous" postemployment benefit
costs.
10
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Bell Atlantic - Virginia, Inc.
Revenue growth from volume increases was partially offset by higher
obligations to affiliated companies pursuant to an interstate revenue sharing
agreement, and the effect of price reductions under the Federal Communications
Commission's (FCC) Price Cap Plans.
In March 1995, the FCC adopted an order approving an Interim Price Cap Plan
for interstate access charges, which replaced the prior Price Cap Plan. As
required by the FCC's order, Bell Atlantic filed its Transmittal of Interstate
Rates, which resulted in price decreases for the Company totaling approximately
$48,900,000 on an annual basis, effective August 1, 1995. These price decreases
included the scheduled expiration of a temporary rate increase of approximately
$15,700,000 on an annualized basis that was in effect from March 17, 1995
through July 31, 1995 to recover prior years "exogenous" postemployment benefit
costs. Also as part of the filing, Bell Atlantic selected a 5.3% Productivity
Factor, which eliminates the requirement to share a portion of interstate
overearnings related to the August 1995 to June 1996 tariff period.
While the Company expects current volume growth trends to continue, the
impact of the August 1, 1995 price decreases is expected to substantially offset
volume-related growth during the first half of 1996, relative to 1995 network
access revenues.
TOLL SERVICE REVENUES
DOLLARS IN THOUSANDS DECREASE
- --------------------------------------------------------------------------------
1995 - 1994 $(26,195) (21.2)%
- --------------------------------------------------------------------------------
Toll service revenues are earned from calls made outside a customer's local
calling area, but within the same service area boundaries of the Company,
commonly referred to as Local Access and Transport Areas (LATAs). Other toll
services include 800 services and Wide Area Telephone Service (WATS).
Toll service revenues decreased primarily due to the effects of extended
local calling areas as reflected by a 22.5% decline in toll message volumes.
Company-initiated price reductions on certain toll services also contributed to
the decline in toll service revenues in 1995.
The Company expects that reductions in toll service revenues will continue in
1996, however, the revenue decline is expected to be less than in 1995. See
"Factors That May Impact Future Results" below for a further discussion of toll
service revenue issues.
DIRECTORY PUBLISHING REVENUES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $9,509 5.8%
- --------------------------------------------------------------------------------
Directory publishing revenues are earned primarily from local advertising and
marketing services provided to businesses in White and Yellow Pages directories.
Other directory publishing services include database and foreign directory
marketing.
Growth in directory publishing revenues was primarily due to higher rates
charged for these services. Changes in billing procedures and lower customer
claims and disconnects further boosted directory publishing revenues in 1995.
Volume growth continues to be impacted by competition from other directory
companies, as well as other advertising media.
11
<PAGE>
Bell Atlantic - Virginia, Inc.
OTHER ANCILLARY SERVICES REVENUES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $6,124 7.6%
- --------------------------------------------------------------------------------
Other ancillary services include billing and collection services provided to
IXCs and facilities rental services provided to affiliates and non-affiliates.
Other ancillary services revenues increased primarily due to higher
facilities rental revenues. This increase was offset, in part, by a reduction
in billing and collection services revenues as a result of the elimination of
certain services from a contract with an IXC.
VALUE-ADDED SERVICES REVENUES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $27,943 13.4%
- --------------------------------------------------------------------------------
Value-added services represent a family of services which expand the
utilization of the network. These services include recent products such as
voice messaging services, Caller ID and Return Call as well as more mature
products such as Centrex, Touch-Tone, and customer premises wiring and
maintenance services.
Continued growth in the network customer base (access lines) and higher
demand by customers for certain value-added central office and voice messaging
services offered by the Company, including the introduction of Caller ID Deluxe
in the fourth quarter of 1994, increased value-added services revenues in 1995.
Higher demand for customer premises services and equipment by government
customers also contributed to the growth in value-added services revenues in
1995. These revenue increases were offset, in part, by the elimination of
Touch-Tone service charges, in accordance with the SCC's new regulatory plan for
the Company, effective January 1, 1995. The elimination of Touch-Tone service
charges reduced value-added services revenues in 1995 by approximately
$25,000,000.
OPERATING EXPENSES
- ------------------
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31 1995 1994
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Employee costs, including benefits and taxes......... $ 388,222 $ 417,411
Depreciation and amortization........................ 412,123 398,774
Other operating expenses............................. 668,807 634,338
---------- ----------
Total................................................ $1,469,152 $1,450,523
========== ==========
</TABLE>
EMPLOYEE COSTS
DOLLARS IN THOUSANDS DECREASE
- --------------------------------------------------------------------------------
1995 - 1994 $(29,189) (7.0)%
- --------------------------------------------------------------------------------
Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by the Company. Similar costs
incurred by employees of Bell Atlantic Network Services, Inc. (NSI), who provide
centralized services on a contract basis, are allocated to the Company and are
included in other operating expenses.
12
<PAGE>
Bell Atlantic - Virginia, Inc.
The decrease in employee costs was principally due to the effect of a third
quarter 1994 charge of $18,474,000 to recognize benefit costs, in accordance
with Statement No. 112, for the separation of employees who are entitled to
benefits under preexisting Bell Atlantic separation pay plans. Benefit costs
associated with the separation of employees of NSI were allocated to the Company
and included in other operating expenses. Decreased overtime pay, the effect of
lower workforce levels and a reduction in pension and postretirement benefit
costs further reduced employee costs in 1995. These cost reductions were
partially offset by annual salary and wage increases and the recognition of
certain contract labor and separation pay costs in 1995 associated with the
contract settlement with the Communications Workers of America (CWA).
The Company's contract with the CWA, representing approximately 6,300
employees, expired on August 5, 1995. In January 1996, a tentative three-year
labor agreement was reached, which was subsequently ratified in February 1996.
The agreement includes a 10.6% wage increase over the three-year contract
period, a ratification bonus, improved pensions and benefits, and certain
employment security provisions.
DEPRECIATION AND AMORTIZATION
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $13,349 3.3%
- --------------------------------------------------------------------------------
Depreciation and amortization increased principally due to growth in
depreciable telephone plant offset, in part, by lower depreciation rates. The
composite depreciation rates were 8.1% in 1995 and 8.2% in 1994.
OTHER OPERATING EXPENSES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $34,469 5.4%
- --------------------------------------------------------------------------------
Other operating expenses consist primarily of contract services including
centralized services expenses allocated from NSI, rent, network software costs,
operating taxes other than income, provision for uncollectible accounts
receivable and other costs.
The increase in other operating expenses was largely attributable to higher
centralized services costs allocated from NSI, primarily as a result of
additional costs incurred in that organization to enhance systems, consolidate
work activities and market value-added services at Bell Atlantic's network
services subsidiaries. Higher material costs also contributed to the increase in
other operating expenses in 1995.
These increases were partially offset by lower rent expense, lower directory
production costs and the effect of a third quarter 1994 charge for the Company's
allocated share of separation benefit costs associated with employees of NSI.
OTHER INCOME AND (EXPENSE), NET
DOLLARS IN THOUSANDS (DECREASE)
- --------------------------------------------------------------------------------
1995 - 1994 $(2,017)
- --------------------------------------------------------------------------------
The change in other income and (expense), net was attributable to the
elimination of the allowance for funds used during construction.
Upon the discontinued application of regulatory accounting principles,
effective August 1, 1994, the Company began recognizing capitalized interest
costs as a reduction of interest expense. Previously, the Company recorded an
allowance for funds used during construction as an item of other income.
13
<PAGE>
Bell Atlantic - Virginia, Inc.
INTEREST EXPENSE
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $8,534 12.8%
- --------------------------------------------------------------------------------
Interest expense increased primarily due to the recognition of interest costs
associated with a potential revenue refund in connection with an audit by the
SCC and higher levels of average short-term debt. These increases were
partially offset by increased capitalized interest costs, subsequent to the
discontinued application of regulatory accounting principles, effective August
1, 1994.
PROVISION FOR INCOME TAXES
DOLLARS IN THOUSANDS INCREASE
- --------------------------------------------------------------------------------
1995 - 1994 $8,116 5.2%
- --------------------------------------------------------------------------------
EFFECTIVE INCOME TAX RATES
FOR THE YEARS ENDED DECEMBER 31
- --------------------------------------------------------------------------------
1995 37.6%
- --------------------------------------------------------------------------------
1994 37.0%
- --------------------------------------------------------------------------------
The Company's effective income tax rate was higher in 1995 principally due to
the reduction in the amortization of investment tax credits and the elimination
of the benefit of the income tax rate differential applied to reversing timing
differences, both as a result of the discontinued application of regulatory
accounting principles in August 1994.
A reconciliation of the statutory federal income tax rate to the effective
income tax rate for each period is provided in Note 8 to the Financial
Statements.
FACTORS THAT MAY IMPACT FUTURE RESULTS
- --------------------------------------
FEDERAL LEGISLATION
The Telecommunications Act of 1996 (the Act), which became effective on
February 8, 1996, is the most comprehensive revision of the federal
communications laws in over 60 years. In general, the Act includes provisions
that would open the Company's local exchange markets to competition and would
permit local exchange carriers, such as the Company, upon meeting certain
conditions, to provide interLATA services (long distance) and video programming
and to engage in manufacturing.
With regard to the rules governing competition in the interLATA market, the
Act takes a two-fold approach. Effective February 8, 1996, Bell Atlantic is
permitted to apply for approval to offer interLATA services outside of the
geographic region in which it currently operates as a local exchange carrier.
Bell Atlantic has announced its plans to offer such services in several states.
Secondly, within Bell Atlantic's geographic region, each of the telephone
subsidiaries, including the Company, must demonstrate to the FCC that it has
satisfied certain requirements in order to be permitted to offer interLATA
services within its jurisdiction. Among the requirements with which the Company
must comply is a 14-point "competitive checklist" which is aimed at ensuring
that competitors have the ability to connect to the Company's network. The
Company must also demonstrate to the FCC that its entry into the interLATA
market would be in the public interest.
The Act also imposes specific requirements on the Company that are intended
to promote competition in the local exchange markets. These requirements
include the duty to: (i) provide interconnection to any other carrier for the
transmission and routing of telephone exchange service and exchange access at
any technically feasible point; (ii) provide unbundled access to network
elements at any technically feasible point; (iii) provide retail services for
resale at wholesale
14
<PAGE>
Bell Atlantic - Virginia, Inc.
prices; (iv) establish reciprocal compensation arrangements for the origination
and termination of telecommunications and (v) provide physical collocation.
No definitive prediction can be made as to the specific impact of the Act on
the business or financial condition of the Company. The financial impact on the
Company will be dependent on several factors, including the timing, extent and
success of competition in the Company's market and the timing, extent and
success of the Company's pursuit of new business opportunities resulting from
the Act.
COMPETITION
IntraLATA Toll Services
Competition to offer intrastate intraLATA toll services is currently
permitted in the Company's jurisdiction. Increased competition from IXCs has
resulted in a decline in several components of the Company's toll services
revenues.
Currently, intraLATA toll calls are completed by the Company unless the
customer dials a five-digit access code. Presubscription for intraLATA toll
services would enable customers to make intraLATA toll calls using the carrier
of their choice without having to dial the five-digit access code.
In general, the Act prohibits a state from requiring presubscription or
"dialing parity" until the earlier of such time as an operating telephone
company in the state is authorized to provide long distance services within the
state or three years from the effective date of the Act. This prohibition does
not apply to a final order requiring an operating telephone company to implement
presubscription that was issued on or prior to December 19, 1995.
In Virginia, the SCC issued an order on July 24, 1995 denying intraLATA toll
presubscription.
Local Exchange Services
The ability to offer local exchange services has historically been subject to
regulation by the SCC. Applications from competitors to provide local exchange
services are currently pending. The Act is expected to significantly increase
the level of competition in the Company's local exchange market. However,
increased competition in the local exchange market will facilitate FCC approval
of the Company's entry into the interLATA markets.
Other
See Item 1 - Description of Business, Competition on pages 4 and 5 for
additional information on the Company's competitive environment.
OTHER STATE REGULATORY MATTERS
The communications services of the Company are subject to regulation by the
SCC with respect to intrastate rates and services and certain other matters.
See Item 1 - Description of Business, State Regulation on page 4 for a
description of the Company's current regulatory plan.
OTHER MATTERS
- -------------
ENVIRONMENTAL ISSUES
The Company is subject to a number of environmental proceedings as a result
of its operations and the shared liability provisions in the Plan of
Reorganization related to the Modification of Final Judgment. Certain of these
environmental matters relate to Superfund sites for which the Company has been
designated as a potentially responsible party by the U.S. Environmental
Protection Agency. Such designation subjects the Company to potential
liability for costs
15
<PAGE>
Bell Atlantic - Virginia, Inc.
relating to cleanup of the affected sites. The Company is also responsible for
the remediation of sites with underground fuel storage tanks and other expenses
associated with environmental compliance.
The Company continually monitors its operations with respect to potential
environmental issues, including changes in legally mandated standards and
remediation technologies. The Company's recorded liabilities reflect those
specific situations where remediation activities are currently deemed to be
probable and where the cost of remediation is estimable. Management believes
that the aggregate amount of any additional potential liability would not have a
material effect on the Company's results of operations or financial condition.
FINANCIAL CONDITION
- -------------------
Management believes that the Company has adequate internal and external
resources available to meet ongoing operating requirements, including network
expansion and modernization, and payment of dividends. Management expects that
presently foreseeable capital requirements will be financed primarily through
internally generated funds. Additional long-term debt may be needed to fund
development activities and to maintain the Company's capital structure within
management's guidelines.
As of December 31, 1995, the Company had $146,410,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation. In
addition, the Company had $100,000,000 remaining under a shelf registration
statement filed with the Securities and Exchange Commission for the issuance of
unsecured debt securities.
The Company's debt ratio was 49.0% at December 31, 1995, compared to 48.2% at
December 31, 1994.
On February 1, 1996, the Company declared and paid a dividend in the amount
of $12,246,000 to Bell Atlantic.
16
<PAGE>
Bell Atlantic - Virginia, Inc.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth on pages F-1
through F-20.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(Omitted pursuant to General Instruction J(2).)
ITEM 11. EXECUTIVE COMPENSATION
(Omitted pursuant to General Instruction J(2).)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Omitted pursuant to General Instruction J(2).)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Omitted pursuant to General Instruction J(2).)
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 Schedule
See Index to Financial Statements and Financial Statement
Schedule appearing on Page F-1.
17
<PAGE>
Bell Atlantic - Virginia, Inc.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
(3) Exhibits
Exhibits identified in parentheses below, on file with the
Securities and Exchange Commission (SEC), are incorporated
herein by reference as exhibits hereto.
Exhibit Number (Referenced to Item 601 of Regulation S-K)
---------------------------------------------------------
3a Certificate of Incorporation of the registrant, as amended July
28, 1977. (Exhibit 3a to the registrant's Annual Report on Form
10-K for the year ended December 31, 1985, File No. 1-6964.)
3a(i) Certificate of Amendment to the registrant's Certificate
of Incorporation, as amended August 24, 1990. (Exhibit
3a(i) to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1990, File No. 1-6964.)
3a(ii) Certificate of Amendment to the registrant's Certificate
of Incorporation, adopted December 31, 1993 and filed
January 13, 1994. (Exhibit 3a(ii) to the registrant's
Annual Report on Form 10-K for the year ended December
31, 1993, File No. 1-6964.)
3b By-Laws of the registrant, as amended October 1, 1993. (Exhibit
3b to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 1-6964.)
4 No instrument which defines the rights of holders of long-term
debt of the registrant is filed herewith pursuant to Regulation
S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
registrant hereby agrees to furnish a copy of any such
instrument to the SEC upon request.
10a Agreement Concerning Contingent Liabilities, Tax Matters and
Termination of Certain Agreements among AT&T, Bell Atlantic
Corporation, the Bell Atlantic Corporation telephone
subsidiaries, and certain other parties, dated as of November 1,
1983. (Exhibit 10a to Bell Atlantic Corporation Annual Report on
Form 10-K for the year ended December 31, 1993, File No.
1-8606.)
10b Agreement among Bell Atlantic Network Services, Inc. and the
Bell Atlantic Corporation telephone subsidiaries, dated November
7, 1983. (Exhibit 10b to Bell Atlantic Corporation Annual Report
on Form 10-K for the year ended December 31, 1993, File No.
1-8606.)
23 Consent of Independent Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
There were no Current Reports on Form 8-K filed during the quarter
ended December 31, 1995.
18
<PAGE>
Bell Atlantic - Virginia, Inc.
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 - Virginia, Inc.
By /s/ O. Riley Young, Jr.
-----------------------------
O. Riley Young, Jr.
Controller
March 27, 1996
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:
Hugh R. Stallard President and
Chief Executive
Officer
Principal Financial Officer and Controller:
O. Riley Young, Jr. Controller
Directors: By /s/ O. Riley Young, Jr.
-----------------------------
O. Riley Young, Jr.
Paula P. Brownlee (individually and as
Warner F. Brundage, Jr. attorney-in-fact)
Josiah P. Rowe, III March 27, 1996
Dwight C. Schar
Hugh R. Stallard
Harrison B. Wilson
Robert W. Woltz, Jr.
19
<PAGE>
Bell Atlantic - Virginia, Inc.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants.......................... F-2
Statements of Operations and Reinvested Earnings
For the years ended December 31, 1995, 1994 and 1993.... F-3
Balance Sheets - December 31, 1995 and 1994................ F-4
Statements of Cash Flows
For the years ended December 31, 1995, 1994 and 1993.... F-6
Notes to Financial Statements.............................. F-7
Schedule II - Valuation and Qualifying Accounts
For the years ended December 31, 1995, 1994 and 1993.... F-20
</TABLE>
Financial statement schedules other than that listed above have been omitted
because such schedules are not required or applicable.
F-1
<PAGE>
Bell Atlantic - Virginia, Inc.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareowner of
Bell Atlantic - Virginia, Inc.
We have audited the financial statements and the financial statement schedule of
Bell Atlantic - Virginia, Inc. as listed in the index on page F-1 of this Form
10-K. The financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bell Atlantic - Virginia, Inc.
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles. In addition, 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.
As discussed in Notes 1 and 2 to the financial statements, the Company
discontinued accounting for its operations in accordance with Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation," effective August 1, 1994. Also, as discussed in Notes 1,
7 and 8 to the financial statements, the Company changed its method of
accounting for income taxes and postemployment benefits in 1993.
/s/ COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 5, 1996
F-2
<PAGE>
Bell Atlantic - Virginia, Inc.
STATEMENTS OF OPERATIONS AND REINVESTED EARNINGS
FOR THE YEARS ENDED DECEMBER 31
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING REVENUES (including
$1,818, $1,356
and $394 from affiliates)........... $1,984,533 $1,940,321 $1,845,311
---------- ---------- ----------
OPERATING EXPENSES
Employee costs, including
benefits and taxes................ 388,222 417,411 391,402
Depreciation and amortization...... 412,123 398,774 380,437
Other (including $422,563, $374,826
and $349,818 to affiliates)....... 668,807 634,338 611,509
---------- ---------- ----------
1,469,152 1,450,523 1,383,348
---------- ---------- ----------
OPERATING INCOME..................... 515,381 489,798 461,963
OTHER INCOME AND (EXPENSE), NET
Allowance for funds used during
construction...................... --- 1,817 3,580
Other, net (including $0, $37
and $513 from affiliate).......... (3,126) (2,926) (5,406)
---------- ---------- ----------
(3,126) (1,109) (1,826)
INTEREST EXPENSE (including $5,688,
$1,888 and $590 to affiliate)....... 75,316 66,782 72,710
---------- ---------- ----------
INCOME BEFORE PROVISION FOR INCOME
TAXES, EXTRAORDINARY ITEMS, AND
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE................ 436,939 421,907 387,427
PROVISION FOR INCOME TAXES........... 164,422 156,306 133,322
---------- ---------- ----------
INCOME BEFORE EXTRAORDINARY ITEMS
AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE................ 272,517 265,601 254,105
---------- ---------- ----------
EXTRAORDINARY ITEMS
Discontinuation of Regulatory
Accounting Principles, Net
of Tax............................ --- (308,580) ---
Early Extinguishment of Debt, Net
of Tax............................ --- --- (9,734)
---------- ---------- ----------
--- (308,580) (9,734)
---------- ---------- ----------
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
Postemployment Benefits, Net of
Tax............................... --- --- (9,205)
---------- ---------- ----------
NET INCOME (LOSS).................... $ 272,517 $ (42,979) $ 235,166
========== ========== ==========
REINVESTED EARNINGS
At beginning of year............... $ 156,709 $ 438,860 $ 431,875
Add: net income (loss)............ 272,517 (42,979) 235,166
---------- ---------- ----------
429,226 395,881 667,041
Deduct: dividends................. 259,260 239,216 228,005
other changes............. 337 (44) 176
---------- ---------- ----------
At end of year..................... $ 169,629 $ 156,709 $ 438,860
========== ========== ==========
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
Bell Atlantic - Virginia, Inc.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
------
<TABLE>
<CAPTION>
DECEMBER 31
----------------------
1995 1994
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Accounts receivable:
Customers and agents, net of allowances for
uncollectibles of $19,072 and $15,031.......... $ 318,258 $ 295,406
Affiliates...................................... 28,973 32,188
Other........................................... 57,614 34,995
Material and supplies............................. 9,156 6,619
Prepaid expenses.................................. 67,987 64,354
Deferred income taxes............................. 30,364 15,605
Other............................................. 217 285
---------- ----------
512,569 449,452
---------- ----------
PLANT, PROPERTY AND EQUIPMENT..................... 5,383,444 5,080,239
Less accumulated depreciation..................... 2,716,713 2,471,865
---------- ----------
2,666,731 2,608,374
---------- ----------
OTHER ASSETS...................................... 55,202 87,782
---------- ----------
TOTAL ASSETS...................................... $3,234,502 $3,145,608
========== ==========
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
Bell Atlantic - Virginia, Inc.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31
----------------------
1995 1994
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate.................... $ 53,590 $ 19,787
Other........................................ 2,033 905
Accounts payable and accrued liabilities:
Affiliates................................... 174,113 157,880
Other........................................ 328,352 297,899
Advance billings and customer deposits......... 68,055 64,069
---------- ----------
626,143 540,540
---------- ----------
LONG-TERM DEBT................................. 946,730 937,415
---------- ----------
EMPLOYEE BENEFIT OBLIGATIONS................... 411,942 406,664
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes.......................... 119,175 129,987
Unamortized investment tax credits............. 24,810 29,757
Other.......................................... 62,388 70,851
---------- ----------
206,373 230,595
---------- ----------
COMMITMENTS (Note 4)
SHAREOWNER'S INVESTMENT
Common stock - one share, without par value,
owned by parent.............................. 873,685 873,685
Reinvested earnings............................ 169,629 156,709
---------- ----------
1,043,314 1,030,394
---------- ----------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $3,234,502 $3,145,608
========== ==========
</TABLE>
See Notes to Financial Statements.
F-5
<PAGE>
Bell Atlantic - Virginia, Inc.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 1993
--------------- --------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss).......................... $ 272,517 $ (42,979) $ 235,166
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization........... 412,123 398,774 380,437
Extraordinary items, net of tax......... --- 308,580 9,734
Cumulative effect of change in
accounting principle, net of tax....... --- --- 9,205
Allowance for funds used during
construction........................... --- (1,817) (3,580)
Other items, net........................ (1,067) 303 (10,824)
Changes in certain assets and
liabilities:
Accounts receivable.................. (42,366) (15,838) (23,608)
Material and supplies................ (3,253) (47) (929)
Other assets......................... 31,506 (44,912) (20,913)
Accounts payable and accrued taxes... 20,249 18,385 25,701
Deferred income taxes, net........... (25,571) (28,899) (23,601)
Unamortized investment tax credits... (4,947) (8,847) (13,592)
Employee benefit obligations......... 5,278 42,243 14,619
Other liabilities.................... 18,073 9,219 15,821
--------- --------- ---------
Net cash provided by operating activities.. 682,542 634,165 593,636
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments........ (16,929) --- ---
Proceeds from sale of short-term
investments............................... 16,929 --- ---
Additions to plant, property and equipment. (457,732) (386,036) (362,422)
Other, net................................. (2,476) 12,516 (3,554)
--------- --------- ---------
Net cash used in investing activities...... (460,208) (373,520) (365,976)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings................... --- --- 297,707
Principal repayments of capital lease
obligations............................... (874) (845) (1,609)
Early extinguishment of debt............... --- --- (300,000)
Net change in note payable to affiliate.... 33,803 32 (16,599)
Dividends paid............................. (259,260) (239,216) (228,005)
Net change in outstanding checks drawn on
controlled disbursement accounts.......... 3,997 (20,616) 20,846
--------- --------- ---------
Net cash used in financing activities...... (222,334) (260,645) (227,660)
--------- --------- ---------
NET CHANGE IN CASH......................... --- --- ---
CASH, BEGINNING OF YEAR.................... --- --- ---
--------- --------- ---------
CASH, END OF YEAR.......................... $ --- $ --- $ ---
========= ========= =========
</TABLE>
See Notes to Financial Statements.
F-6
<PAGE>
Bell Atlantic - Virginia, Inc.
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Bell Atlantic - Virginia, Inc. (the Company) is a wholly owned subsidiary of
Bell Atlantic Corporation (Bell Atlantic). The Company provides two basic types
of telecommunications services in a territory consisting of five complete Local
Access and Transport Areas (LATAs) and part of a sixth LATA in the state of
Virginia. First, the Company transports telecommunications traffic between
subscribers located within the same LATA (intraLATA service), including both
local and toll services. Local service includes the provision of local
exchange, local private line and public telephone services. Toll service
includes message toll services and intraLATA Wide Area Toll Service/800
services. Second, the Company provides exchange access service, which links a
subscriber's telephone equipment to the facilities of an interexchange carrier
(IXC) which, in turn, provides telecommunications service between LATAs
(interLATA service) to their customers. The Company also provides exchange
access service to IXCs which provide intrastate intraLATA long distance
telecommunications service. Other services provided by the Company include
directory publishing, customer premises wiring and maintenance, and billing and
collection services.
The Telecommunications Act of 1996 is the most comprehensive revision of the
federal communications laws in over 60 years. In general, the
Telecommunications Act includes provisions that would open the Company's local
exchange markets to competition and would permit local exchange carriers, such
as the Company, upon meeting certain conditions, to provide interLATA services
(long distance) and video programming and to engage in manufacturing.
BASIS OF PRESENTATION
Effective August 1, 1994, the Company discontinued accounting for its
operations under the provisions of Statement of Financial Accounting Standards
No. 71, "Accounting for the Effects of Certain Types of Regulation" (Statement
No. 71) (see Note 2).
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of revenues, expenses, assets, and liabilities and
disclosure of contingencies. Actual results could differ from those estimates.
REVENUE RECOGNITION
Revenues are recognized as earned on the accrual basis, which is generally
when services are rendered based on the usage of the Company's local exchange
network and facilities.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of 90
days or less when purchased to be cash equivalents. Cash equivalents are stated
at cost, which approximates market value.
SHORT-TERM INVESTMENTS
Short-term investments consist of investments that mature 91 days to 12
months from the date of purchase. Short-term investments are stated at cost,
which approximates market value.
MATERIAL AND SUPPLIES
New and reusable materials are carried in inventory, principally at average
original cost, except that specific costs are used in the case of large
individual items.
F-7
<PAGE>
Bell Atlantic - Virginia, Inc.
PREPAID DIRECTORY
Costs of directory production and advertising sales are principally deferred
until the directory is published. Such costs are amortized to expense and the
related advertising revenues are recognized over the average life of the
directory, which is generally 12 months.
PLANT AND DEPRECIATION
The Company's provision for depreciation is based principally on the
composite group remaining life method of depreciation and straight-line
composite rates. This method provides for the recovery of the remaining net
investment in telephone plant, less anticipated net salvage value, over the
remaining asset lives. The composite group method requires periodic revisions
to depreciation rates based on a number of variables, including retirement
estimates, survivor curves, salvage, and cost of removal.
In connection with the discontinued application of Statement No. 71,
effective August 1, 1994, for financial reporting purposes, the Company began
using estimated asset lives for certain categories of plant and equipment that
were shorter than those approved by regulators prior to the discontinuance of
Statement No. 71. The shorter lives result principally from the Company's
expectation as to the revenue-producing lives of the assets.
The following asset lives were used in 1994 and 1995:
<TABLE>
<CAPTION>
JANUARY 1, 1994 EFFECTIVE
AVERAGE LIVES (IN YEARS) TO JULY 31, 1994 AUGUST 1, 1994 1995
-------------------------------------------------------------------------
<S> <C> <C> <C>
Buildings.................. 27 - 60 27 - 40 27 - 40
Central office equipment... 6 - 18 4 - 12 5 - 12
Cable, wiring and conduit.. 21 - 55 14 - 50 16 - 50
Other equipment............ 6 - 30 6 - 30 6 - 30
</TABLE>
When depreciable plant is replaced or retired, the amounts at which such
plant has been carried in plant, property and equipment are removed from the
respective accounts and charged to accumulated depreciation, and any gains or
losses on disposition are amortized over the remaining asset lives of the
remaining net investment in telephone plant.
MAINTENANCE AND REPAIRS
The cost of maintenance and repairs, including the cost of replacing minor
items not constituting substantial betterments, is charged to operating expense.
CAPITALIZED INTEREST COST
Upon the discontinued application of Statement No. 71, effective August 1,
1994, the Company began reporting capitalized interest as a cost of telephone
plant and equipment and a reduction in interest expense, in accordance with the
provisions of Statement of Financial Accounting Standards No. 34,
"Capitalization of Interest Cost."
Prior to the discontinued application of Statement No. 71, the Company
recorded an allowance for funds used during construction, which included both
interest and equity return components, as a cost of plant and as an item of
other income.
EMPLOYEE BENEFITS
Pensions, Postretirement Benefits Other Than Pensions, and Postemployment
Benefits
Substantially all employees of the Company are covered under multi-employer
noncontributory defined benefit pension plans and postretirement health and life
insurance benefit plans sponsored by Bell Atlantic and certain of its
subsidiaries, including the Company.
F-8
<PAGE>
Bell Atlantic - Virginia, Inc.
Amounts contributed to the Company's pension plans are actuarially
determined, principally under the aggregate cost actuarial method, and are
subject to applicable federal income tax regulations. Amounts contributed to
501(c)(9) trusts and 401(h) accounts under applicable federal income tax
regulations to pay certain postretirement benefits are actuarially determined,
principally under the aggregate cost actuarial method.
The Company also provides employees with postemployment benefits such as
disability benefits, workers' compensation, and severance pay. Effective
January 1, 1993, the Company adopted Statement of Financial Accounting Standards
No. 112, "Employers' Accounting for Postemployment Benefits."
INCOME TAXES
Bell Atlantic and its domestic subsidiaries, including the Company, file a
consolidated federal income tax return.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (Statement No. 109).
The consolidated amount of current and deferred tax expense is allocated by
applying the provisions of Statement No. 109 to each subsidiary as if it were a
separate taxpayer.
The Tax Reform Act of 1986 repealed the investment tax credit (ITC) as of
January 1, 1986, subject to certain transitional rules. ITCs were deferred and
are being amortized as a reduction to income tax expense over the estimated
service lives of the related assets.
RECLASSIFICATIONS
Certain reclassifications of prior years' data have been made to conform to
1995 classifications.
2. DISCONTINUATION OF REGULATORY ACCOUNTING PRINCIPLES
In the third quarter of 1994, the Company determined that it was no longer
eligible for continued application of the accounting required by Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation" (Statement No. 71). In connection with the decision to
discontinue regulatory accounting principles under Statement No. 71, the Company
recorded a noncash, extraordinary charge of $308,580,000, which is net of an
income tax benefit of $234,288,000.
The Company's determination that it was no longer eligible for continued
application of the accounting required by Statement No. 71 was based on the
belief that the convergence of competition, technological change, actual and
potential regulatory, legislative and judicial actions, and other factors were
creating fully open and competitive markets. In such markets, the Company does
not believe it can be assured that prices can be maintained at levels that will
recover the net carrying amount of existing telephone plant and equipment, which
has been depreciated over relatively long regulator-prescribed lives. In
addition, changes from cost-based regulation to a form of incentive regulation
contributed to the determination that the continued application of Statement No.
71 was inappropriate.
A summary of the components of the after-tax charge recognized as a result of
the discontinued application of Statement No. 71 follows:
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
-----------------------
<S> <C>
Increase in plant and equipment depreciation reserve.... $323,038
Accelerated investment tax credit amortization.......... (23,778)
Tax-related regulatory asset and liability elimination.. 666
Other regulatory asset and liability elimination........ 8,654
--------
Total................................................... $308,580
========
</TABLE>
F-9
<PAGE>
Bell Atlantic - Virginia, Inc.
The increase in the accumulated depreciation reserve was supported by both an
impairment analysis, which identified estimated amounts not recoverable from
future discounted cash flows, and a depreciation study, which identified
inadequate depreciation reserve levels which the Company believes resulted
principally from the cumulative underdepreciation of plant as a result of the
regulatory process. Investment tax credit amortization was accelerated as a
result of the reduction in remaining asset lives of the associated telephone
plant and equipment.
Tax-related regulatory assets of $126,471,000 and tax-related regulatory
liabilities of $125,805,000, which were established upon the adoption of
Statement No. 109 and amortized as the related deferred taxes were recognized in
the ratemaking process, were eliminated (see Note 8). The elimination of other
regulatory assets and liabilities relates principally to deferred vacation pay
costs, which were being amortized as they were recognized in the ratemaking
process.
3. PLANT, PROPERTY AND EQUIPMENT
Plant, property and equipment, which is stated at cost, is summarized as
follows at December 31:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Land....................... $ 21,310 $ 13,929
Buildings.................. 345,293 283,456
Central office equipment... 2,219,052 2,132,157
Cable, wiring and conduit.. 2,146,769 2,075,011
Other equipment............ 479,044 434,614
Other...................... 75,371 44,807
Construction-in-progress... 96,605 96,265
----------- -----------
5,383,444 5,080,239
Accumulated depreciation... (2,716,713) (2,471,865)
----------- -----------
Total...................... $ 2,666,731 $ 2,608,374
=========== ===========
</TABLE>
Certain prior year amounts previously included in Construction-in-progress
have been reclassified to Other to conform to 1995 classifications.
4. LEASES
The Company leases certain facilities and equipment for use in its operations
under both capital and operating leases. Plant, property and equipment included
capital leases of $22,003,000 and $11,759,000, and related accumulated
amortization of $6,225,000 and $4,793,000 at December 31, 1995 and 1994,
respectively. The Company incurred initial capital lease obligations of
$13,181,000 in 1995 and $3,432,000 in 1994, as compared to no initial capital
lease obligations in 1993.
Total rent expense amounted to $61,766,000 in 1995, $68,939,000 in 1994 and
$68,512,000 in 1993. Of these amounts, $35,662,000, $34,344,000 and $30,993,000
in 1995, 1994 and 1993, respectively, were lease payments to affiliated
companies.
F-10
<PAGE>
Bell Atlantic - Virginia, Inc.
At December 31, 1995, the aggregate minimum rental commitments under
noncancelable leases for the periods shown are as follows:
<TABLE>
<CAPTION>
YEARS CAPITAL LEASES OPERATING LEASES
- ----- -------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
1996............................. $ 4,327 $ 5,662
1997............................. 3,114 5,038
1998............................. 3,206 4,322
1999............................. 3,010 1,494
2000............................. 3,000 1,180
Thereafter....................... 22,175 5,933
------- -------
Total............................ 38,832 $23,629
=======
Less imputed interest and
executory costs................. 19,809
-------
Present value of net
minimum lease payments.......... 19,023
Less current installments ....... 2,033
-------
Long-term obligation at
December 31, 1995............... $16,990
=======
</TABLE>
5. DEBT
DEBT MATURING WITHIN ONE YEAR
Debt maturing within one year consists of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Note payable to affiliate (BANFC)................ $53,590 $19,787
Long-term debt maturing within one year.......... 2,033 905
------- -------
Total............................................ $55,623 $20,692
======= =======
Weighted average interest rate for note payable
outstanding at year-end......................... 5.8% 5.7%
======= =======
</TABLE>
The Company has a contractual agreement with an affiliated company, Bell
Atlantic Network Funding Corporation (BANFC), for the provision of short-term
financing and cash management services. BANFC issues commercial paper and
secures bank loans to fund the working capital requirements of Bell Atlantic's
network services subsidiaries, including the Company, and invests funds in
temporary investments on their behalf. At December 31, 1995, the Company had
$146,410,000 of an unused line of credit with BANFC.
F-11
<PAGE>
Bell Atlantic - Virginia, Inc.
LONG-TERM DEBT
Long-term debt consists principally of debentures issued by the Company.
Interest rates and maturities of the amounts outstanding are as follows at
December 31:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Ten year 7 1/8%, due 2002......................... $100,000 $100,000
Thirty-nine year 5 1/4%, due 2005................. 50,000 50,000
Twelve year 6 1/8%, due 2005...................... 100,000 100,000
Forty year 5 5/8%, due 2007....................... 65,000 65,000
Forty year 6 3/4%, due 2008....................... 70,000 70,000
Twenty year 7 5/8%, due 2012...................... 100,000 100,000
Forty year 7 1/4%, due 2012....................... 50,000 50,000
Thirty year 7 7/8%, due 2022...................... 100,000 100,000
Thirty-one year 7 1/4%, due 2024.................. 75,000 75,000
Thirty-two year 7%, due 2025...................... 125,000 125,000
Forty year 8 3/8%, due 2029....................... 100,000 100,000
-------- --------
935,000 935,000
Unamortized discount and premium, net............. (5,260) (5,421)
Capital lease obligations - average rate
9.1% and 12.0%............................... 19,023 8,741
-------- --------
Total long-term debt, including current maturities 948,763 938,320
Less maturing within one year..................... 2,033 905
-------- --------
Total long-term debt.............................. $946,730 $937,415
======== ========
</TABLE>
Long-term debt outstanding at December 31, 1995 includes $235,000,000 that is
callable by the Company. The call prices range from 102.1% to 101.0% of face
value, depending upon the remaining term to maturity of the issue. In addition,
$100,000,000 of long-term debt, bearing interest at 8 3/8%, will become
redeemable only on October 1, 1999 at the option of the holders. The redemption
price will be 100.0% of face value, plus accrued interest.
The Company recorded an extraordinary charge associated with the early
extinguishment of debentures called by the Company of $9,734,000, net of an
income tax benefit of $5,956,000 in 1993.
At December 31, 1995, the Company had $100,000,000 remaining under a shelf
registration statement filed with the Securities and Exchange Commission.
6. FINANCIAL INSTRUMENTS
CONCENTRATIONS OF CREDIT RISK
Financial instruments that subject the Company to concentrations of credit
risk consist primarily of trade receivables.
Concentrations of credit risk with respect to trade receivables other than
those from AT&T are limited due to the large number of customers in the
Company's customer base. For the years ended December 31, 1995, 1994 and 1993,
revenues generated from services provided to AT&T, primarily network access and
billing and collection, were $224,294,000, $238,092,000 and $234,448,000,
respectively. At December 31, 1995 and 1994, Accounts receivable, net, included
$14,504,000 and $18,293,000, respectively, from AT&T.
F-12
<PAGE>
Bell Atlantic - Virginia, Inc.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments.
Note Payable to Affiliate (BANFC)
The carrying amount approximates fair value.
Debt
Fair value is estimated based on the quoted market prices for the same or
similar issues or on the net present value of the expected future cash flows
using current interest rates.
The estimated fair values of the Company's financial instruments are as
follows at December 31:
<TABLE>
<CAPTION>
1995 1994
--------------------- --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ---------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Debt *................................ $988,590 $1,037,312 $954,787 $853,355
</TABLE>
* Debt includes Long-term debt and Debt maturing within one year, but
excludes capital lease obligations and unamortized discount and premium.
7. EMPLOYEE BENEFITS
PENSION PLANS
Substantially all of the Company's management and associate employees are
covered under multi-employer noncontributory defined benefit pension plans
sponsored by Bell Atlantic and certain of its subsidiaries, including the
Company. The pension benefit formula is based on a flat dollar amount per year
of service according to job classification under the associate plan. The
pension benefit formula for plans covering management employees in 1995 and
prior years is based on a stated percentage of adjusted career average earnings.
The Company's objective in funding these plans is to accumulate funds at a
relatively stable level over participants' working lives so that benefits are
fully funded at retirement. Plan assets consist principally of investments in
domestic and foreign corporate equity securities, U.S. and foreign government
and corporate debt securities, and real estate.
Effective January 1, 1996, the plan covering management employees was
converted to a cash balance plan. Under the cash balance plan, pension benefits
are determined by a combination of compensation credits based on age and service
and individual account-based interest credits. Each management employee's
opening account balance is based on accrued pension benefits as of December 31,
1995, and converted to a lump-sum amount determined under the prior plan's
provisions. The lump-sum value is multiplied by a transition factor, based on
age and service, to arrive at the opening balance.
Pension cost was $4,084,000, $13,672,000 and $12,828,000 for the years ended
December 31, 1995, 1994 and 1993, respectively. The reduction in 1995 pension
cost is principally due to an increase in the discount rate from 7.25% at
December 31, 1993 to 8.25% at December 31, 1994, and plan changes.
Statement of Financial Accounting Standards No. 87, "Employers' Accounting
for Pensions" (Statement No. 87) requires a comparison of the actuarial present
value of projected benefit obligations with the fair value of plan assets, the
disclosure of the components of net periodic pension costs and a reconciliation
of the funded status of the plans with amounts recorded on the balance sheets.
The Company participates in multi-employer plans and therefore, such disclosures
are not presented for the Company because the structure of the plans does not
allow for the determination of this information on an individual participating
company basis.
F-13
<PAGE>
Bell Atlantic - Virginia, Inc.
The significant assumptions used for the pension measurements were as follows
at December 31:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Discount rate.................................... 7.25% 8.25% 7.25%
Rate of future increases in compensation levels.. 4.75% 5.25% 5.25%
</TABLE>
The expected long-term rate of return on plan assets was 8.25% for 1995, 1994
and 1993.
Pension benefits for associate employees are subject to collective
bargaining. Modifications in pension benefits have been bargained from time to
time. Additionally, the Company has amended the benefit formula under pension
plans maintained for its management employees. Substantive commitments for
future amendments to the Company's pension plans have been reflected in
determining the Company's pension cost. The actuarial assumptions used to
determine pension cost 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 pension
cost levels and benefit obligations.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Substantially all of the Company's management and associate employees are
covered under postretirement health and life insurance benefit plans sponsored
by Bell Atlantic and certain of its subsidiaries, including the Company. The
determination of benefit cost for postretirement health benefit plans is based
on comprehensive medical and dental benefit plan provisions. The postretirement
life insurance benefit formula used in the determination of postretirement
benefit cost is primarily based on annual basic pay at retirement. The Company
funds the postretirement health and life insurance benefits of current and
future retirees. Plan assets consist principally of investments in domestic and
foreign corporate equity securities, and U.S. Government and corporate debt
securities.
Postretirement benefit cost was $28,399,000, $34,576,000 and $34,769,000 for
the years ended December 31, 1995, 1994 and 1993, respectively. Postretirement
benefit cost decreased in 1995 principally as a result of an increase in the
discount rate from 7.25% at December 31, 1993 to 8.25% at December 31, 1994, and
the effect of favorable plan experience.
Statement of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," (Statement No. 106) requires a
comparison of the actuarial present value of projected postretirement benefit
obligations with the fair value of plan assets, the disclosure of the components
of net periodic postretirement benefit costs, a reconciliation of the funded
status of the plan with amounts recorded on the balance sheets and the effect of
a one-percentage-point increase in the assumed health care cost trend rates for
each future year on net periodic postretirement benefit cost and the accumulated
postretirement benefit obligation. The Company participates in multi-employer
plans and therefore, such disclosures are not presented for the Company because
the structure of the plans does not provide for the determination of this
information on an individual participating company basis.
Assumptions used in the actuarial computations for postretirement benefits
are as follows at December 31:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Discount rate.................................... 7.25% 8.25% 7.25%
Rate of future increases in compensation levels.. 4.75 5.25 5.25
Medical cost trend rate:
Year ending.................................... 11.00 12.00 13.00
Ultimate (year 2003)........................... 5.00 5.00 5.00
Dental cost trend rate........................... 4.00 4.00 4.00
</TABLE>
The expected long-term rate of return on plan assets was 8.25% for 1995, 1994
and 1993.
Postretirement benefits other than pensions for associate employees are
subject to collective bargaining agreements and have been modified from time to
time. The Company has also periodically modified benefits under plans
maintained for its management employees. Substantive commitments for future
amendments to the Company's postretirement benefit
F-14
<PAGE>
Bell Atlantic - Virginia, Inc.
plans have been reflected in determining the Company's postretirement benefit
cost. The actuarial assumptions used to determine postretirement benefit cost
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 postretirement benefit cost levels and
benefit obligations.
POSTEMPLOYMENT BENEFITS
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" (Statement No. 112). The cumulative effect at January 1, 1993 of
adopting Statement No. 112 reduced net income by $9,205,000, net of a deferred
income tax benefit of $5,633,000.
In the third quarter of 1994, the Company recorded a pretax charge of
$23,976,000 to recognize the Company's proportionate share of benefit costs for
the separation of employees who are entitled to benefits under preexisting Bell
Atlantic separation pay plans. The charge, which was actuarially determined,
represents benefits earned through July 1, 1994 for employees who are expected
to receive separation payments in the future.
SAVINGS PLANS AND EMPLOYEE STOCK OWNERSHIP PLANS
Substantially all of the Company's employees are eligible to participate in
savings plans established by Bell Atlantic to provide opportunities for eligible
employees to save for retirement on a tax-deferred basis and encourage employees
to acquire and maintain an equity interest in Bell Atlantic. Under these plans,
a certain percentage of eligible employee contributions are matched with shares
of Bell Atlantic common stock. Bell Atlantic funds the matching contribution
through two leveraged employee stock ownership plans (ESOPs). Bell Atlantic
accounts for its ESOPs in accordance with the accounting rules applicable to
companies with ESOP trusts that held securities prior to December 15, 1989. The
Company recognizes its proportionate share of total ESOP cost based on the
Company's matching obligation attributable to participating Company employees.
The Company recorded total ESOP cost of $7,859,000, $6,876,000 and $6,196,000 in
1995, 1994 and 1993, respectively.
8. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (Statement No. 109).
As of January 1, 1993, the Company recorded a charge to income of $211,000,
representing the cumulative effect of adopting Statement No. 109, which has been
reflected in the Provision for Income Taxes in the Statement of Operations and
Reinvested Earnings.
Upon adoption of Statement No. 109, the effects of required adjustments to
deferred tax balances of the Company, which would be recognized in the future
for regulatory purposes, were deferred on the balance sheet as regulatory assets
and liabilities in accordance with Statement No. 71. At January 1, 1993, the
Company recorded income tax-related regulatory assets totaling $154,198,000 in
Other Assets and income tax-related regulatory liabilities totaling $177,295,000
in Deferred Credits and Other Liabilities - Other. During 1993, these
regulatory assets were increased by $4,504,000 and regulatory liabilities were
reduced by $14,629,000 for the effect of the federal income tax rate increase
from 34% to 35%, effective January 1, 1993.
The income tax-related regulatory assets and liabilities were eliminated as a
result of the discontinued application of Statement No. 71, effective August 1,
1994 (see Note 2).
F-15
<PAGE>
Bell Atlantic - Virginia, Inc.
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1995 1994 1993
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal.................. $168,953 $166,908 $149,500
State and local.......... 25,987 27,144 21,015
-------- -------- --------
Total.................... 194,940 194,052 170,515
-------- -------- --------
Deferred:
Federal.................. (21,895) (27,868) (28,101)
State and local.......... (3,676) (1,031) 4,500
-------- -------- --------
Total.................... (25,571) (28,899) (23,601)
-------- -------- --------
169,369 165,153 146,914
Investment tax credits.... (4,947) (8,847) (13,592)
-------- -------- --------
Total income tax expense.. $164,422 $156,306 $133,322
======== ======== ========
</TABLE>
As a result of the increase in the federal corporate income tax rate from 34%
to 35%, effective January 1, 1993, the Company recorded a net charge to the tax
provision of $364,000 in 1993.
The provision for income taxes varies from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The difference is attributable to the following factors:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------
1995 1994 1993
-------- ------- -------
<S> <C> <C> <C>
Statutory federal income tax rate................ 35.0% 35.0% 35.0%
Investment tax credits........................... (.7) (2.1) (3.1)
State income taxes, net of federal tax benefits.. 3.3 3.5 3.1
Benefit of rate differential applied to
reversing timing differences.................... -- (.5) (1.6)
Other, net....................................... -- 1.1 1.0
---- ---- ----
Effective income tax rate........................ 37.6% 37.0% 34.4%
==== ==== ====
</TABLE>
Significant components of deferred tax liabilities (assets) were as follows
at December 31:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Deferred tax liabilities:
Depreciation................ $ 352,700 $ 355,200
Other....................... 21,800 16,800
--------- ---------
374,500 372,000
--------- ---------
Deferred tax assets:
Employee benefits........... (227,800) (220,000)
Investment tax credits...... (9,500) (11,600)
Advance payments............ (1,400) (1,900)
Other....................... (47,000) (24,100)
--------- ---------
(285,700) (257,600)
--------- ---------
Net deferred tax liability... $ 88,800 $ 114,400
========= =========
</TABLE>
Total deferred tax assets include approximately $163,000,000 and $157,000,000
at December 31, 1995 and 1994, respectively, related to postretirement benefit
costs recognized in accordance with Statement No. 106. This deferred tax asset
will gradually be realized over the estimated lives of current retirees and
employees.
F-16
<PAGE>
Bell Atlantic - Virginia, Inc.
9. ADDITIONAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
1995 1994
-------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
BALANCE SHEETS:
Accounts payable and accrued liabilities:
Accounts payable - affiliates................ $173,842 $157,749
Accounts payable - other..................... 200,689 190,904
Accrued expenses............................. 74,463 50,253
Accrued vacation pay......................... 26,354 29,072
Accrued taxes................................ 6,354 7,229
Interest payable - other..................... 20,492 20,441
Interest payable - affiliate................. 271 131
-------- --------
$502,465 $455,779
======== ========
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------
1995 1994 1993
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
STATEMENTS OF CASH FLOWS:
Cash paid during the year for:
Interest, net of amounts capitalized......... $ 59,630 $ 65,841 $ 69,415
Income taxes paid, net of amounts refunded... 188,613 216,174 154,772
STATEMENTS OF OPERATIONS AND
REINVESTED EARNINGS:
Interest expense, net of amounts capitalized.. 75,316 66,782 72,710
Capitalized interest.......................... 7,386 2,845 ---
</TABLE>
Interest paid during the year includes $4,764,000 in 1995, $1,780,000 in 1994
and $609,000 in 1993 related to short-term financing services provided by Bell
Atlantic Network Funding Corporation (see Note 5).
At December 31, 1995 and 1994, $12,280,000 and $8,283,000, respectively, of
negative cash balances were classified as accounts payable.
Total advertising expense amounted to $13,248,000 in 1995, $11,514,000 in
1994 and $11,160,000 in 1993. Of these amounts, $10,411,000, $9,157,000 and
$8,111,000 in 1995, 1994 and 1993, respectively, were advertising expenses
allocated to the company by Bell Atlantic Network Services, Inc. (NSI).
10. TRANSACTIONS WITH AFFILIATES
The financial statements include transactions with NSI, Bell Atlantic Network
Funding Corporation (BANFC), Bell Atlantic, and various other affiliates.
The Company has contractual arrangements with NSI for the provision of
various centralized corporate, administrative, planning, financial and other
services. These arrangements serve to fulfill the common needs of Bell
Atlantic's operating telephone subsidiaries on a centralized basis. The
Company's allocated share of NSI costs include costs billed by Bell
Communications Research, Inc. (Bellcore), another affiliated company owned
jointly by the seven regional holding companies.
The Company recognizes interest expense and income in connection with
contractual arrangements with BANFC to provide short-term financing, investing
and cash management services to the Company (see Note 5).
F-17
<PAGE>
Bell Atlantic - Virginia, Inc.
Operating revenues include obligations to affiliates in connection with an
interstate revenue sharing arrangement with Bell Atlantic's operating telephone
subsidiaries. Operating revenues and expenses also include miscellaneous items
of income and expense resulting from transactions with other affiliates,
primarily rental of facilities and equipment. The Company also paid cash
dividends to its parent company, Bell Atlantic.
Transactions with affiliates are summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1995 1994 1993
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Operating revenues:
Interstate revenue sharing to
affiliates............................... $(19,994) $(13,888) $(17,096)
Other revenue from affiliates............. 21,812 15,244 17,490
-------- -------- --------
1,818 1,356 394
-------- -------- --------
Operating expenses:
NSI....................................... 339,469 292,149 262,699
Bellcore.................................. 16,783 15,870 22,367
Other..................................... 66,311 66,807 64,752
-------- -------- --------
422,563 374,826 349,818
-------- -------- --------
Interest income from BANFC................. --- 37 513
Interest expense to BANFC.................. 5,688 1,888 590
Dividends paid to Bell Atlantic............ 259,260 239,216 228,005
</TABLE>
Outstanding balances with affiliates are reported on the Balance Sheets at
December 31, 1995 and 1994 as Accounts receivable - affiliates, Note payable to
affiliate, and Accounts payable and accrued liabilities - affiliates.
In 1994, NSI operating expenses included $5,502,000, representing the
Company's proportionate share of separation benefit costs for employees of NSI.
Bellcore expenses in 1994 included reimbursements of $8,058,000 from other
Bellcore owners in connection with their decision to participate in the Advanced
Intelligent Network project. This project previously had been supported
entirely by Bell Atlantic's operating telephone subsidiaries, including the
Company.
In 1993, the Company's reported charge for the cumulative effect of the
change in accounting for postemployment benefits included $1,385,000, net of a
deferred income tax benefit of $848,000, representing the Company's
proportionate share of NSI's accrued cost of postemployment benefits at January
1, 1993.
On February 1, 1996, the Company declared and paid a dividend in the amount
of $12,246,000 to Bell Atlantic.
11. REGULATORY MATTERS
The communications services of the Company are subject to regulation by the
Virginia State Corporation Commission (SCC) with respect to intrastate rates and
services and other matters.
The Company has filed financial results with the SCC for the years 1989
through 1994. The SCC issued orders making the Company's rates final and no
longer subject to refund for the years 1989, 1990 and 1991. The SCC has not
completed its review of the Company's 1993 and 1994 financial results.
With respect to the 1992 review period, the SCC staff issued its report in
January 1996 and presented alternative treatment for two issues concerning
expenses to be recognized in 1992. Depending upon the SCC's final ruling on
these issues, the Company could be subject to a refund for the 1992 review
period. The Company plans to fully pursue a favorable decision on these issues
and does not expect a decision that would materially exceed established
accruals. A final decision by the SCC on the 1992 review period is expected in
late 1996.
F-18
<PAGE>
Bell Atlantic - Virginia, Inc.
12. QUARTERLY FINANCIAL INFORMATION (unaudited)
<TABLE>
<CAPTION>
INCOME BEFORE NET
OPERATING OPERATING EXTRAORDINARY INCOME
QUARTER ENDED REVENUES INCOME ITEM (LOSS)
- -------------------- ---------- --------- ------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
1995:
March 31....... $ 485,957 $140,123 $ 75,597 $ 75,597
June 30........ 499,137 142,519 76,540 76,540
September 30... 499,278 127,112 68,025 68,025
December 31.... 500,161 105,627 52,355 52,355
---------- -------- -------- ---------
Total.......... $1,984,533 $515,381 $272,517 $ 272,517
========== ======== ======== =========
1994:
March 31....... $ 476,275 $131,603 $ 72,340 $ 72,340
June 30........ 483,153 138,151 75,972 75,972
September 30*.. 495,282 107,485 57,280 (251,300)
December 31.... 485,611 112,559 60,009 60,009
---------- -------- -------- ---------
Total.......... $1,940,321 $489,798 $265,601 $ (42,979)
========== ======== ======== =========
</TABLE>
* The loss for the third quarter of 1994 includes an extraordinary charge of
$308,580,000, net of an income tax benefit of $234,288,000, related to the
discontinuation of regulatory accounting principles (see Note 2).
F-19
<PAGE>
Bell Atlantic - Virginia, Inc.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 1995, 1994 and 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
---------------------
CHARGED
BALANCE AT CHARGED TO OTHER BALANCE
BEGINNING TO ACCOUNTS DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES NOTE(a) NOTE(b) OF PERIOD
- ----------- ---------- -------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for Uncollectible
Accounts Receivable:
Year 1995............... $15,031 $17,982 $20,995 $34,936 $19,072
Year 1994............... $16,537 $15,541 $20,068 $37,115 $15,031
Year 1993............... $16,675 $15,425 $22,683 $38,246 $16,537
</TABLE>
- ------------------------------------------
(a) (i) Amounts previously written off which were credited directly to this
account when recovered; and (ii) 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.
F-20
<PAGE>
EXHIBITS
FILED WITH ANNUAL REPORT FORM 10-K
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Bell Atlantic - Virginia, Inc.
COMMISSION FILE NUMBER 1-6964
<PAGE>
Form 10-K for 1995
File No. 1-6964
Page 1 of 1
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission (SEC), are incorporated herein by reference as exhibits
hereto.
Exhibit Number (Referenced to Item 601 of Regulation S-K)
- ---------------------------------------------------------
3a Certificate of Incorporation of the registrant, as amended July 28,
1977. (Exhibit 3a to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1985, File No. 1-6964.)
3a(i) Certificate of Amendment to the registrant's Certificate of
Incorporation, as amended August 24, 1990. (Exhibit 3a(i) to the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, File No. 1-6964.)
3a(ii) Certificate of Amendment to the registrant's Certificate of
Incorporation, adopted December 31, 1993 and filed January 13,
1994. (Exhibit 3a(ii) to the registrant's Annual Report on Form
10-K for the year ended December 31, 1993, File No. 1-6964.)
3b By-Laws of the registrant, as amended October 1, 1993. (Exhibit 3b to
the registrant's Annual Report on Form 10-K for the year ended December
31, 1993, File No. 1-6964.)
4 No instrument which defines the rights of holders of long-term debt of
the registrant is filed herewith pursuant to Regulation S-K, Item
601(b)(4)(iii)(A). Pursuant to this regulation, the registrant hereby
agrees to furnish a copy of any such instrument to the SEC upon
request.
10a Agreement Concerning Contingent Liabilities, Tax Matters and
Termination of Certain Agreements among AT&T, Bell Atlantic
Corporation, the Bell Atlantic Corporation telephone subsidiaries, and
certain other parties, dated as of November 1, 1983. (Exhibit 10a to
Bell Atlantic Corporation Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-8606.)
10b Agreement among Bell Atlantic Network Services, Inc. and the Bell
Atlantic Corporation telephone subsidiaries, dated November 7, 1983.
(Exhibit 10b to Bell Atlantic Corporation Annual Report on Form 10-K
for the year ended December 31, 1993, File No. 1-8606.)
23 Consent of Independent Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Bell Atlantic - Virginia, Inc. on Form S-3 (File No. 33-65152) of our report
dated February 5, 1996, which includes an explanatory paragraph stating that the
Company discontinued accounting for its operations in accordance with Statement
of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation," effective August 1, 1994, and changed its method of
accounting for income taxes and postemployment benefits in 1993, on our audits
of the financial statements and financial statement schedule of the Company as
of December 31, 1995 and December 31, 1994, and for each of the three years in
the period ended December 31, 1995, which report is included in this Annual
Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 27, 1996
<PAGE>
Exhibit 24
BELL ATLANTIC-VIRGINIA, INC.
POWER OF ATTORNEY
10-K
WHEREAS BELL ATLANTIC-VIRGINIA, a Virginia corporation (hereinafter
referred to as the "Company"), will file with the Securities and Exchange
Commission on or before March 31, 1996, an Annual Report on Form 10K pursuant to
provisions of the Securities Exchange Act of 1934, as amended, and implementing
regulations thereto; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company as stated below;
NOW THEREFORE, the undersigned hereby constitutes and appoints Warner
F. Brundage, Jr., Robert W. Woltz, Jr., and O. Riley Young, Jr. and each of
them, as attorneys for the purpose of executing and filing such Annual Report,
and thereafter to execute and file any amended Annual Report or supplements to
such report, hereby granting to said attorneys full power to do all things
necessary to be done as fully to all intents and purposes as if the undersigned
were personally present, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney on the 14th day of March 1996.
/s/ Paula P. Brownlee /s/ Warner F. Brundage, Jr.
- --------------------------------- -------------------------------------
Paula P. Brownlee Warner F. Brundage, Jr.
Director Director, Vice President
/s/ Josiah P. Rowe, III /s/ Dwight C. Schar
- --------------------------------- -------------------------------------
Josiah P. Rowe, III Dwight C. Schar
Director Director
/s/ Hubert R. Stallard /s/ Harrison B. Wilson
- --------------------------------- -------------------------------------
Hubert R. Stallard Harrison B. Wilson
Director, President & CEO Director
/s/ Robert W. Woltz, Jr.
- ---------------------------------
Robert W. Woltz, Jr.
Director, Vice President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE BALANCE
SHEET AS OF DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 337,330
<ALLOWANCES> 19,072
<INVENTORY> 9,156
<CURRENT-ASSETS> 512,569
<PP&E> 5,383,444
<DEPRECIATION> 2,716,713
<TOTAL-ASSETS> 3,234,502
<CURRENT-LIABILITIES> 626,143
<BONDS> 946,730
0
0
<COMMON> 873,685
<OTHER-SE> 169,629
<TOTAL-LIABILITY-AND-EQUITY> 3,234,502
<SALES> 0
<TOTAL-REVENUES> 1,984,533
<CGS> 0
<TOTAL-COSTS> 1,469,152
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75,316
<INCOME-PRETAX> 436,939
<INCOME-TAX> 164,422
<INCOME-CONTINUING> 272,517
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 272,517
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
