<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, 1994
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 1-7757
BELL ATLANTIC - DELAWARE, INC.
A Delaware Corporation I.R.S. Employer Identification No. 23-0523775
901 Tatnall Street, Wilmington, Delaware 19801
Telephone Number (302) 576-5420
----------------
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 - Delaware, 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% Debentures, due December 1, 2008 New York Stock
Exchange
<PAGE>
Bell Atlantic - Delaware, Inc.
TABLE OF CONTENTS
ITEM NO. PAGE
-------- ----
PART I
1. Business ..................................................... 1
2. Properties ................................................... 10
3. Legal Proceedings ............................................ 11
4. Submission of Matters to a Vote of Security Holders .......... 12
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters .......................................... 12
6. Selected Financial Data ...................................... 12
7. Management's Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction J(2).) .......... 13
8. Financial Statements and Supplementary Data .................. 21
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ..................................... 21
PART III
10. Directors and Executive Officers of the Registrant ........... 21
11. Executive Compensation ....................................... 21
12. Security Ownership of Certain Beneficial Owners and
Management ................................................... 21
13. Certain Relationships and Related Transactions ............... 21
PART IV
14. Exhibits, Financial Statement Schedule, and Reports on
Form 8-K ..................................................... 21
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 27, 1995.
<PAGE>
Bell Atlantic - Delaware, Inc.
PART I
Item 1. Business
GENERAL
Bell Atlantic - Delaware, Inc. (the "Company") is incorporated under the laws
of the State of Delaware and has its principal offices at 901 Tatnall Street,
Wilmington, Delaware 19801 (telephone number 302-576-5420). 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 a single Local Access
and Transport Area ("LATA"). A LATA is generally centered on a city or based on
some other identifiable common geography and, with certain limited exceptions, a
LATA marks the boundary within which the Company may provide telephone service.
The Company 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. The Company
also provides exchange access service to interexchange carriers which provide
intrastate intraLATA long distance telecommunications service.
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:
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, and plans to market information
services and entertainment programming.
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 and wireless companies 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 or 100
Centrex lines).
1
<PAGE>
Bell Atlantic - Delaware, Inc.
The Large Business Services LOB markets communications and information
services to large businesses (customers having more than 20 access lines or more
than 100 Centrex 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, surveillance,
videoconferencing) and integrated 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.
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 $45
million in 1992, $48 million in 1993 and $58 million in 1994. The total
investment in plant, property and equipment was approximately $626 million at
December 31, 1992, $656 million at December 31, 1993, and $689 million at
December 31, 1994, in each case after giving effect to retirements, but before
deducting accumulated depreciation at such date.
The Company is projecting construction expenditures for 1995 of approximately
$50 million. However, subject to regulatory approvals, the Network Services
Companies, including the Company, plan to allocate a greater portion of capital
resources to the deployment of broadband network platforms (technologies
ultimately capable of providing a switched facility for access to and transport
of high-speed data services, video-on-demand, and image and interactive
multimedia applications). Most of the funds for these expenditures are expected
to be generated internally. Some additional external financing may be necessary
or desirable.
LINE OF BUSINESS RESTRICTIONS
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. Currently, the MFJ's principal
restrictions on post-Divestiture RHC activities are prohibitions on (i)
providing interexchange telecommunications, and (ii) engaging in the
manufacture of telecommunications equipment and customer
2
<PAGE>
Bell Atlantic - Delaware, Inc.
premises equipment ("CPE"). Since Divestiture, the D.C. District Court has
retained jurisdiction over the construction, modification, implementation and
enforcement of the MFJ.
Legislation has been introduced in the current session of Congress pursuant
to which the line of business restrictions established by the MFJ could be
eliminated or modified. No definitive prediction can be made as to whether or
when any such legislation will be enacted, the provisions thereof or the impact
on the business or financial condition of the Company.
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.
Interstate Access Charges
The Company provides intraLATA service and does not participate in the
provision of interLATA service except through offerings of exchange access
service. 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 of the Company 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.
In May 1984, the FCC authorized the implementation of Access Charge tariffs
for "switched access service" (access to the local exchange network) and of
Subscriber Line Charges for multiple line business customers (up to $6.00 per
month per line). In 1985, the FCC authorized Subscriber Line Charges for
residential and single-line business customers at the rate of $1.00 per month
per line, which increased in installments to $3.50, effective April 1, 1989.
FCC Access Charge Pooling Arrangements
The FCC previously required that all local exchange carriers ("LECs"),
including the Company, pool revenues from CCL and Subscriber Line Charges that
cover the non-traffic sensitive costs of the local exchange network, that is,
the interstate costs associated with the lines from subscribers' premises to
telephone company central offices. To administer such pooling arrangements, the
FCC mandated the formation of the National Exchange Carrier Association, Inc.
("NECA"). All but one of the Network Services Companies, including the Company,
received substantially less from the pool than the amount billed to their
interexchange carrier customers.
The FCC changed its mandatory pooling requirements, effective April 1, 1989.
As a result, the Network Services Companies as a group withdrew from the pool
and were permitted to charge CCL rates which more closely reflect their non-
traffic sensitive costs. The Network Services Companies, including the Company,
are still obligated to make contributions of CCL revenues to companies who
choose to continue to pool non-traffic sensitive costs so that the pooling
companies can charge a CCL rate no greater than the nationwide average CCL rate
of price cap companies. In addition to this continuing obligation, the Network
Services Companies, including the Company, had a transitional support obligation
to high cost companies who left the pool in 1989 and 1990. This transitional
support obligation ended in July 1994.
3
<PAGE>
Bell Atlantic - Delaware, Inc.
In February 1995, the FCC issued an Order to Show Cause with respect to
certain findings contained in an independent audit concluded in December 1991
with respect to certain filings by the Network Services Companies with NECA.
Resolution of these issues is expected in the second half of 1995.
Price Caps
The price cap system, which has been in effect since 1991, places a cap on
overall LEC prices for interstate access services which is modified annually, in
inflation-adjusted terms, by a fixed percentage which is intended to reflect
increases in productivity. The price cap level can also be adjusted to reflect
"exogenous" changes, such as changes in FCC separations procedures or accounting
rules. LECs subject to price caps have somewhat increased flexibility to change
the prices of existing services within certain groupings of interstate services,
known as "baskets".
FCC regulations applicable to the Company provide for an authorized rate of
return of 11.25% for the years 1991 and beyond. To the extent that a company is
able to earn a higher rate of return through improved efficiency, the FCC's
price cap rules permit them to retain the full amount of this higher return up
to 100 basis points above the authorized rate of return (currently, up to a
12.25% rate of return). If a company's rate of return is between 100 and 500
basis points above the authorized rate of return (that is, currently, between
12.25% and 16.25%), the company must share 50% of the earnings above the 100-
basis-point level with customers by reducing rates prospectively. All earnings
above the 500-basis-point level must be returned to customers in the form of
prospective rate decreases. If, on the other hand, a company's rate of return
is more than 100 basis points below the authorized rate of return (that is,
currently, below 10.25%), the company is permitted to increase rates
prospectively to make up the deficiency.
Under FCC-approved tariffs, the Network Services Companies are charging
uniform rates for interstate access services (with the exception of Subscriber
Line Charges) throughout the service territories and are regarded as a single
unit by the FCC for rate of return measurement.
In February 1994, the FCC initiated a rulemaking proceeding to determine the
effectiveness of LEC price cap rules and to decide what changes, if any, should
be made to those rules. This rulemaking is expected to be concluded in the
first half of 1995.
Enhanced Services
In 1985, the FCC initiated an examination of its regulations requiring that
"enhanced services" (e.g. voice messaging services, electronic mail, videotext
gateway, protocol conversion) be offered only through a structurally separated
subsidiary. In 1986, the FCC eliminated this requirement, permitting the Company
to offer enhanced services, subject to compliance with a series of non-
structural safeguards. These safeguards include detailed cost accounting,
protection of customer information, public disclosure of technical interfaces
and certain reporting requirements. In 1990, the U.S. Court of Appeals for the
Ninth Circuit (Court of Appeals) vacated and remanded the matter to the FCC. In
1991, the FCC adopted an order which reinstated relief from the separate
subsidiary requirement upon a company's compliance with the FCC's Open Network
Architecture requirements and strengthened some of the nonstructural safeguards.
In 1992, the Company certified to the FCC that it had complied with applicable
requirements, and the FCC granted structural relief.
In October 1994, the Court of Appeals vacated the 1991 order and remanded the
matter to the FCC for further proceedings. As a result, the FCC has initiated a
broad examination of the state of competition in the enhanced services business
and the adequacy of existing non-structural safeguards. The Company is permitted
to continue to offer existing enhanced services pending further action.
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.
4
<PAGE>
Bell Atlantic - Delaware, Inc.
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.
Telephone Company Provision of Video Dial Tone and Video Programming
In August 1992, the FCC issued an order permitting telephone companies such
as the Company to provide "video dial tone" service. Video dial tone permits
telephone companies to provide video transport to multiple programmers on a non-
discriminatory common carrier basis. In November 1994, the FCC issued an order
which stated that jurisdiction for video dial tone service will be divided
between the FCC and the states. Over the air services and services transported
across state lines will be deemed interstate services subject to regulation by
the FCC. Services delivered entirely within a single state will be deemed
intrastate services subject to state regulation. The order also generally
prohibits the Company from acquiring in-region cable television facilities or
entering into a joint venture with an in-region cable television company or
other video programmer to jointly construct or operate a video dial tone
platform.
In December 1992, two Bell Atlantic Companies, Bell Atlantic - Virginia, Inc.
and Bell Atlantic Video Services Company, filed a lawsuit against the federal
government in the United States District Court for the Eastern District of
Virginia seeking to overturn the prohibition in the Cable Communications Policy
Act of 1984 against LECs providing video programming in their respective
telephone service areas. In 1993, the court struck down this prohibition as a
violation of the First Amendment's freedom of speech protections and enjoined
its enforcement against Bell Atlantic, the Network Services Companies, including
the Company, and Bell Atlantic Video Services Company. This decision was
affirmed by the United States Court of Appeals for the Fourth Circuit in 1994.
The federal government is expected to petition the United States Supreme Court
to review the decision.
Interconnection and Collocation
In order to encourage greater competition in the provision of interstate
special access services, the FCC issued an order in 1992 allowing third parties
to collocate their equipment in telephone company offices to provide special
access (private line) services to the public. The order permits collocating
parties to pay LECs an interconnection charge that is lower than the existing
tariffed rates for similar non-collocated services and it allows LECs limited
additional pricing flexibility for their own special access services when
collocated interconnection is operational. In 1993, the FCC extended collocation
to switched access services under terms and conditions similar to those for
special access collocation. In June 1994, the U.S. Court of Appeals for the
District of Columbia vacated the FCC's special access collocation order insofar
as it required physical collocation. In July 1994, the FCC voted to require LECs
to offer virtual collocation, with the LECs having the option to offer physical
collocation.
5
<PAGE>
Bell Atlantic - Delaware, Inc.
STATE REGULATION AND COMPETITIVE ENVIRONMENT
The communications services of the Company are subject to regulation by the
Delaware Public Service Commission (the "PSC") with respect to intrastate rates
and services and other matters.
In March 1994, the Company elected to be regulated under the alternative
regulation provisions of the Delaware Telecommunications Technology Investment
Act of 1993 (the "Delaware Telecommunications Act"). The Delaware
Telecommunications Act provides:
-- that the prices of "Basic Telephone Services" (e.g., dial tone and local
usage) will remain regulated and cannot change in any one year by more than the
rate of inflation (GDP-PI), less 3%;
-- that the prices of "Discretionary Services" (e.g., Identa Ring/SM/ and
Call Waiting) cannot increase more than 15% per year per service, after an
initial one-year cap;
-- that the prices of "Competitive Services" (e.g., directory advertising and
message toll service) will not be subject to tariff; and
-- that the Company will develop a technology deployment plan with a
commitment to invest a minimum of $250 million in Delaware's telecommunications
network during the first five years of the plan.
The Delaware Telecommunications Act also provides protections to ensure that
competitors will not be unfairly disadvantaged, including a prohibition on
cross-subsidization, imputation rules, service unbundling and resale service
availability requirements, and a review by the PSC during the fifth year of the
plan.
The PSC has initiated a rulemaking docket to develop regulations for the
implementation of the Delaware Telecommunications Act. Public hearings were
held in March 1995, with a PSC decision expected during the second quarter of
1995.
COMPETITION
General
Regulatory proceedings, 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, many of which do not face the same regulatory constraints as the
Company.
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.
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.
6
<PAGE>
Bell Atlantic - Delaware, Inc.
IntraLATA Toll Competition
The ability of interexchange carriers to engage in the provision of
intrastate intraLATA toll service in competition with the Company is subject to
state regulation. Such competition is permitted in Delaware.
The PSC has initiated a proceeding to examine the issues regarding intrastate
intraLATA toll competition, including whether to authorize presubscription and
dialing parity ("1+ dialing") for intrastate intraLATA toll competitors and, if
so, under what terms and conditions. Currently, intraLATA toll calls default to
the Company unless the customer dials a five digit access code to use an
alternate carrier. Presubscription would allow customers to make intrastate
intraLATA toll calls using the carrier of their choice without having to dial
the five digit access code. A decision on this proceeding is expected in the
second quarter of 1995.
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. The FCC has authorized trials of such services,
using a variety of technologies, by numerous companies, including Bell
Atlantic's cellular telecommunications subsidiaries.
In September 1993, the FCC issued an order allocating radio spectrum to be
licensed for use in providing PCS. Under the order, seven separate bandwidths
of spectrum, ranging in size from 10 MHz to 30 MHz, would be auctioned to
potential PCS providers in each geographic area of the United States; five of
the spectrum blocks would be auctioned by "basic trading area" and the remaining
two would be auctioned by larger "major trading area" (as such trading areas are
defined by Rand McNally). LECs and companies with LEC subsidiaries, such as
Bell Atlantic, are eligible to bid for PCS licenses, except that cellular
carriers, such as Bell Atlantic, are limited to obtaining only 10 MHz of PCS
bandwidth in areas where they provide cellular service. Bidders other than
cellular providers may obtain multiple licenses aggregating up to 40 MHz of
bandwidth in any area.
In October 1994, Bell Atlantic, NYNEX, AirTouch Communications and U S WEST,
Inc., formed a partnership to bid jointly in the FCC's auctions for PCS
licenses. In March 1995, this partnership was a successful bidder for licenses
for spectrum to provide PCS services in the following markets: Chicago; Dallas;
Tampa; Houston; Miami; New Orleans; Milwaukee; Richmond; San Antonio;
Jacksonville; and Honolulu.
Centrex
The Company offers Centrex service, which is a telephone company central
office-based communications system for business, government and other
institutional customers consisting of a variety of integrated software-based
features located in a centralized switch or switches and extended to the
customer's premises primarily via local distribution facilities. In the
provision of Centrex, the Company is subject to significant competition from the
providers of CPE systems, such as private branch exchanges ("PBXs"), which
perform similar functions with less use of the Company's switching facilities.
Users of Centrex systems generally require more subscriber lines than users
of PBX systems of similar capacity. The FCC increased the maximum Subscriber
Line Charge on embedded Centrex lines to $6.00 per month per line, effective
April 1, 1989. Increases in Subscriber Line Charges result in Centrex users
incurring higher charges than users of comparable PBX systems. The PSC has
permitted the Company to apply a Line Cost Charge Adjustment to its Centrex
services, which offsets the effects of higher Subscriber Line Charges.
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, including
7
<PAGE>
Bell Atlantic - Delaware, Inc.
the Company, 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.
NEW PRODUCTS AND SERVICES
The following new products and services were introduced by the Company in
1994:
Switched Multimegabit Data Service ("SMDS") is a data communications service
which offers customers high speed interconnection for their Local Area Networks
and other computing devices that are dispersed throughout multiple locations.
ISDN Anywhere allows customers in non-equipped Integrated Services Digital
Network ("ISDN") offices to be offered service from a designated host switch.
Customers served by non-equipped offices will be offered service from the
designated host switch until such time as their home office becomes equipped
with ISDN. ISDN services provide for simultaneous transport of voice, data and
images.
IntelliLinQ Basic Rate Interface and Primary Rate Interface provide customers
with simultaneous access, transmission and switching of voice, data and image
capabilities over a single line by utilizing ISDN architecture.
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.
8
<PAGE>
Bell Atlantic - Delaware, Inc.
EMPLOYEE RELATIONS
As of December 31, 1994, the Company employed approximately 980 persons. The
number of employees was essentially unchanged from the number of employees at
December 31, 1993. This workforce is augmented by employees of the centralized
staff of NSI, who perform services for the Company on a contract basis.
Approximately 87% of the Company's employees are represented by the
Communications Workers of America, which is affiliated with the American
Federation of Labor - Congress of Industrial Organizations.
The represented associates received a base wage increase of 4.00% in August
1994 under the terms of a three-year contract ratified in October 1992 by unions
representing associate employees of the Bell Atlantic Network Services
Companies, including the Company, and NSI. Under the same contracts, associates
received a Corporate Profit Sharing payment of $480 per person in 1995 based
upon Bell Atlantic's 1994 financial performance.
The terms of the contracts ratified in October 1992 by unions representing
associate employees of the Bell Atlantic Network Services Companies, including
the Company and NSI, expire in August 1995.
9
<PAGE>
Bell Atlantic - Delaware, Inc.
Item 2. Properties
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>
1994 1993
----- -----
<S> <C> <C>
Central office equipment.... 40% 40%
Cable, wiring, and conduit.. 44 44
Land and buildings.......... 6 7
Other equipment............. 7 7
Other....................... 3 2
--- ---
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 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,
1994, approximately 72% of the access lines were served by digital capability.
10
<PAGE>
Bell Atlantic - Delaware, 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 0.2%.
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.
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.
11
<PAGE>
Bell Atlantic - Delaware, 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).)
12
<PAGE>
Bell Atlantic - Delaware, 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.
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
---------------------
For the Years Ended December 31 1994 1993
---------------------------------------------------------------------------
<S> <C> <C>
(Dollars in Thousands)
Income Before Extraordinary Items and
Cumulative Effect of Change in Accounting Principle $ 37,471 $40,128
Extraordinary Items
Discontinuation of regulatory accounting
principles, net of tax (36,926) ---
Early extinguishment of debt, net of tax --- (996)
Cumulative Effect of Change in Accounting Principle
Postemployment benefits, net of tax --- (877)
-------- -------
Net Income $ 545 $38,255
======== =======
</TABLE>
The Company reported net income of $545,000 in 1994, compared to $38,255,000
in 1993.
Results for 1994 included a noncash, after-tax extraordinary charge of
$36,926,000 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" (Statement No. 71).
The discontinued application of Statement No. 71 required the Company, for
financial reporting purposes, to eliminate its regulatory assets and
liabilities, resulting in an after-tax credit of $992,000. In addition, the
Company recorded an after-tax charge of $37,918,000, net of related investment
tax credits of $3,097,000, to adjust the carrying amount of its telephone plant
and equipment. On August 1, 1994, the Company began using shorter asset lives
to depreciate certain categories of plant and equipment. The use of shorter
asset lives did not significantly change depreciation expense in 1994, for
financial reporting purposes, from the amount that would have been recorded
using asset lives prescribed by regulators at the time of the discontinued
application of Statement No. 71. See Notes 1, 2 and 3 to the Financial
Statements for additional information on the discontinuation of regulatory
accounting principles.
Results for 1993 included an extraordinary charge of $996,000 for the early
extinguishment of debt, net of tax, and $877,000 for the cumulative effect of
adopting Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits" (Statement No. 112).
In the third quarter of 1994, the Company recorded a pretax charge of
$2,974,000, in accordance with 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. 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, including those who will be separated through 1997, pursuant to
initiatives announced in August 1994. These workforce reductions will be made
possible by changes in provisioning systems and customer service processes,
increased spans of control, and consolidation and centralization of
administrative and staff groups. Costs to enhance systems and consolidate work
activities will be charged to expense as incurred. The Company will continue to
evaluate ways to streamline its operations and reduce its workforce to improve
its future cost structure.
13
<PAGE>
Bell Atlantic - Delaware, Inc.
<TABLE>
<CAPTION>
OPERATING REVENUES
------------------
For the Years Ended December 31 1994 1993
--------------------------------------------------------
<S> <C> <C>
(Dollars in Thousands)
Transport Services
Local service $ 96,596 $ 90,364
Network access 65,882 63,654
Toll service 36,099 36,593
Ancillary Services
Directory advertising 31,110 29,345
Other 5,666 4,716
Value-added Services 29,416 24,114
-------- --------
Total $264,769 $248,786
======== ========
</TABLE>
TRANSPORT SERVICES OPERATING STATISTICS
---------------------------------------
<TABLE>
<CAPTION>
Percentage
1994 1993 Increase
---------- ------ ----------
<S> <C> <C> <C>
AT YEAR-END
-----------
ACCESS LINES IN SERVICE (In thousands)
Residence 305 297 2.7%
Business 162 155 4.5
Public 6 6 ---
------ ------
473 458 3.3
====== ======
FOR THE YEAR
------------
ACCESS MINUTES OF USE (In millions)
Interstate 1,534 1,405 9.2
Intrastate 50 29 72.4
------ ------
1,584 1,434 10.5
====== ======
TOLL MESSAGES (In thousands)
Intrastate 34,011 32,188 5.7
Interstate 25,046 23,163 8.1
------ ------
59,057 55,351 6.7
====== ======
</TABLE>
LOCAL SERVICE REVENUES
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 6,232 6.9%
--------------------------------------------------------------------------------
</TABLE>
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 1994 due to a rate increase, effective
March 1993, authorized by the Delaware Public Service Commission in Docket No.
92-47. In addition, a 3.3% growth in the number of access lines in service, as
well as higher usage of basic calling services increased local service revenues.
NETWORK ACCESS REVENUES
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 2,228 3.5%
--------------------------------------------------------------------------------
</TABLE>
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.
14
<PAGE>
Bell Atlantic - Delaware, Inc.
Special access revenues arise from access charges paid by customers who have
private lines, and end-user access revenues are earned from local exchange
carrier customers who pay for access to the network.
Network access revenues increased in 1994 principally due to higher customer
demand for access services as reflected by growth in access minutes of use of
10.5%, as well as growth in revenue from end-user charges attributable to
increasing access lines in service. Volume-related increases were partially
offset by the effect of interstate price reductions and lower revenues
recognized through an interstate revenue sharing arrangement with affiliated
companies.
Bell Atlantic has made certain modifications to the calculation of the
Company's portion of the interstate revenue sharing arrangement with affiliated
companies, effective January 1, 1995. This change is expected to reduce network
access revenues by approximately $12 million annually. The Company does not
expect this change to significantly impact its ability to meet its capital
requirements in the foreseeable future.
TOLL SERVICE REVENUES
<TABLE>
<CAPTION>
Dollars in Thousands (Decrease)
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ (494) (1.3)%
--------------------------------------------------------------------------------
</TABLE>
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 "LATAs." Other toll services include 800 services and
Wide Area Telephone Service (WATS).
Toll service revenues grew in the first half of 1994 by $1,166,000, but
declined by $1,660,000 during the second half of 1994 over comparable periods in
1993. Growth in the first half of the year was primarily the result of the
recovering economy and harsh weather conditions. The decline in revenues in the
second half of the year reflects increased competition. The Company also
implemented price reductions on certain toll services which contributed to the
decline in revenues in the second half of 1994. Price reductions and
competition for interstate toll service resulted in a revenue decline for the
year of $1,317,000. The Company expects that competition for toll services will
continue to intensify in 1995.
DIRECTORY ADVERTISING REVENUES
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 1,765 6.0%
--------------------------------------------------------------------------------
</TABLE>
Directory advertising revenues are earned primarily from local advertising
and marketing services provided to businesses in White and Yellow Page
directories. Other directory advertising services include database and foreign
directory marketing.
Growth in directory advertising revenues was principally due to higher rates
charged for these services. Volume growth continues to be impacted by
competition from other directory companies, as well as other advertising media.
OTHER ANCILLARY REVENUES
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 950 20.1%
--------------------------------------------------------------------------------
</TABLE>
Other ancillary services include billing and collection services provided to
IXCs, and facilities rental services provided to affiliates and non-affiliates.
15
<PAGE>
Bell Atlantic - Delaware, Inc.
Other ancillary services revenues increased principally due to an increase in
rental revenues from non-affiliates and higher billing and collection services
revenues due to volume increases.
VALUE-ADDED SERVICES REVENUES
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 5,302 22.0%
--------------------------------------------------------------------------------
</TABLE>
Value-added services represent a family of enhanced services including Call
Waiting, Return Call, Caller ID, Answer Call and Voice Mail. These services
also include customer premises services such as inside wire installation and
maintenance and other central office services and features.
Continued growth in the network customer base (access lines) and higher
demand by residence customers for value-added central office and voice messaging
services offered by the Company increased value-added services revenues in 1994.
Value-added services revenues were positively impacted by increased demand and
higher rates for inside wire installation and maintenance services. These
revenue increases were offset, in part, by lower revenues generated from certain
maturing central office services and features.
<TABLE>
<CAPTION>
OPERATING EXPENSES
For the Years Ended December 31 1994 1993
---------------------------------------------- -------- --------
<S> <C> <C>
(Dollars in Thousands)
Employee costs, including benefits and taxes $ 59,548 $ 55,174
Depreciation and amortization 52,479 40,970
Other operating expenses 82,677 78,700
-------- --------
Total $194,704 $174,844
======== ========
</TABLE>
EMPLOYEE COSTS
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 4,374 7.9%
--------------------------------------------------------------------------------
</TABLE>
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.
The increase in employee costs was largely attributable to a charge of
$2,277,000 to recognize the Company's proportionate share of benefit costs for
the aforementioned separation of employees. The third and fourth quarters of
1994 also included approximately $200,000 for the ongoing recognition of costs
under separation pay plans. Benefit costs associated with the separation of
employees of NSI were allocated to the Company and are included in other
operating expenses. In addition, employee costs were higher due to salary and
wage increases, and increased overtime pay and higher repair and maintenance
activity caused by unusually severe weather conditions experienced during the
year.
16
<PAGE>
Bell Atlantic - Delaware, Inc.
DEPRECIATION AND AMORTIZATION
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 11,509 28.1%
--------------------------------------------------------------------------------
</TABLE>
Depreciation and amortization expense increased in 1994 due principally to
the effect of increased rates of depreciation and growth in telephone plant.
During the second quarter of 1994, the Company reached an agreement with the
Federal Communications Commission (FCC) to increase interstate depreciation
expense by approximately $3,900,000 annually for regulatory reporting purposes,
effective August 1, 1994, retroactive to January 1, 1994. Coincident with the
interstate depreciation expense increase, the Company also increased intrastate
depreciation expense, for regulatory reporting purposes, by approximately
$8,600,000 annually, retroactive to January 1, 1994. For financial reporting
purposes, depreciation expense increased by approximately $6,800,000 in 1994,
representing the retroactive portion of the additional depreciation expense
described above, which was recorded prior to the discontinued application of
Statement No. 71.
On August 1, 1994, the Company began using shorter asset lives for certain
categories of plant and equipment which reflect the Company's expectations as to
the revenue-producing lives of the assets (see Note 3 to the Financial
Statements). The use of the shorter asset lives did not significantly change
depreciation expense in 1994, for financial reporting purposes, from the amount
that would have been recorded using asset lives prescribed by regulators at the
time of the discontinued application of Statement No. 71. Future depreciation
represcriptions by regulators will not affect depreciation expense recognized
for financial reporting purposes.
OTHER OPERATING EXPENSE
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 3,977 5.1%
--------------------------------------------------------------------------------
</TABLE>
Other operating expenses consist primarily of contracted services including
centralized service 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 due to increased non-affiliate
contract labor and engineering services costs, software development costs
associated with the enhancement of the Company's network, and an increase in the
provision for uncollectible accounts receivable. Other operating expenses in
1994 also included $697,000 for the Company's allocated share of separation
benefit costs associated with employees of NSI.
These increases were partially offset by lower costs for contracted services
allocated from NSI, including the Company's allocated share of reimbursements of
$1,088,000 of previously recognized costs as a result of the decision by other
Bell Communications Research, Inc. owners to participate in the Advanced
Intelligent Network (AIN) project. Previously, this project had been supported
entirely by Bell Atlantic's network services subsidiaries, including the
Company.
OTHER INCOME AND (EXPENSE), NET
<TABLE>
<CAPTION>
Dollars in Thousands Increase
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ 43 8.8%
--------------------------------------------------------------------------------
</TABLE>
The increase in other income and (expense), net was largely attributed to
higher income related to the allowance for funds used during construction.
17
<PAGE>
Bell Atlantic - Delaware, Inc.
Upon the discontinued application of Statement No. 71, effective August 1,
1994, interest costs on telephone plant under construction were capitalized in
accordance with the provisions of Statement of Financial Accounting Standards
No. 34, "Capitalization of Interest Cost," and reported as a cost of telephone
plant and a reduction of interest expense. Previously, the Company recorded an
allowance for funds used during construction as a cost of plant and an item of
other income. The allowance for funds used during construction recorded prior
to August 1, 1994 totaled $216,000, compared to $185,000 for the twelve-month
period ended December 31, 1993. The higher amount in 1994 resulted from
increased levels of telephone plant under construction during 1994.
INTEREST EXPENSE
<TABLE>
<CAPTION>
Dollars in Thousands (Decrease)
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ (680) (7.8)%
--------------------------------------------------------------------------------
</TABLE>
Interest expense decreased in 1994 due to the effect of long-term debt
refinancings in December 1993. Interest expense was further reduced by the
recognition of $330,000 in capitalized interest costs, subsequent to the
discontinued application of Statement No. 71. These decreases were offset, in
part, by additional expense resulting from higher levels of average short-term
debt and rising interest rates.
PROVISION FOR INCOME TAXES
<TABLE>
<CAPTION>
Dollars in Thousands (Decrease)
--------------------------------------------------------------------------------
<S> <C> <C>
1994 - 1993 $ (497) (2.0)%
--------------------------------------------------------------------------------
</TABLE>
EFFECTIVE INCOME TAX RATES
<TABLE>
<CAPTION>
For the Years Ended December 31
--------------------------------------------------------------------------------
<S> <C>
1994 39.2%
--------------------------------------------------------------------------------
1993 38.0%
--------------------------------------------------------------------------------
</TABLE>
The Company's effective income tax rate was higher in 1994 due to the
elimination of the benefit of the rate differential applied to reversing timing
differences as a result of the discontinued application of Statement No. 71 and
the effect of a one-time net benefit recorded in 1993 to adjust deferred taxes
for the increase in the federal corporate income tax rate from 34% to 35%.
COMPETITIVE AND REGULATORY ENVIRONMENT
--------------------------------------
The communications industry continues to undergo fundamental changes which
may have a significant impact on future financial performance of
telecommunications companies. These changes are being driven by a number of
factors, including the accelerated pace of technological innovation, the
convergence of the telecommunications, cable television, information services
and entertainment businesses and a regulatory environment in which traditional
barriers are being lowered or eliminated and competition permitted or
encouraged.
The Company's telecommunications business is subject to competition from
numerous sources. An increasing amount of this competition is from companies
that have substantial capital, technological and marketing resources, many of
which do not face the same regulatory constraints as the Company. The entry of
well-financed competitors has the potential to adversely affect multiple revenue
streams of the Company, including toll, local exchange and network access
services in the market segments and geographical areas in which the competitors
operate. The amount of revenue reductions will depend, in part, on the
competitors' success in marketing
18
<PAGE>
Bell Atlantic - Delaware, Inc.
these services, and the conditions established by regulatory authorities. The
potential impact is expected to be offset, to some extent, by revenues from
interconnection charges to be paid to the Company by these competitors.
The Company continues to respond to competitive challenges by intensely
focusing on meeting customer requirements and by reducing its cost structure
through efficiency and productivity initiatives. In addition, the Company
continues to seek growth opportunities in businesses where it possesses core
competencies.
FEDERAL REGULATION
Legislation has been introduced in the current session of the United States
Congress that would remove barriers to entry in the local exchange markets and
would permit local exchange carriers, such as the Company, to provide interLATA
services. The impact of the enactment of such legislation on the Company's
future financial performance will depend on a number of factors, including the
degree of parity under which competition is permitted in the local and long-
distance markets.
In February 1994, the FCC initiated a rulemaking proceeding to determine the
effectiveness of the price cap rules affecting local exchange carriers,
including the Company, and to decide what changes, if any, should be made to
those rules. This rulemaking is expected to be concluded in the first half of
1995.
Recent FCC rulings have sought to expand competition for special and switched
access services. The FCC ordered local exchange carriers, including the
Company, to provide virtual collocation in the Company's central offices to
competitors, with the option of offering physical collocation, for the purpose
of providing special and switched access transport services. The Company does
not expect the net revenue impact of collocation to be material.
STATE REGULATION
The communications services of the Company are subject to regulation by the
Delaware Public Service Commission (the PSC) with respect to intrastate rates
and services and other matters.
In March 1994, the Company elected to be regulated under a new law pursuant
to which the prices of competitive services will not be tariffed, price
increases for discretionary services will be limited to 15% annually, basic
local service rate increases will be limited to inflation minus 3%, and profits
will not be regulated.
The PSC is currently conducting a proceeding to examine issues regarding
intrastate intraLATA toll competition, including whether to authorize
presubscription and dialing parity ("1+ dialing") for intrastate toll
competitors, and if so, under what terms and conditions. The Company's ability
to offset such competition will depend, in part, upon the terms and conditions
under which presubscription for intrastate intraLATA toll services may be
authorized. Management believes that intrastate presubscription, if implemented
without adequate compensation and regulatory relief, could have a material
effect on the Company's financial condition and results of operations. A
decision on this proceeding is expected in the second quarter of 1995.
See Item 1 - Description of Business, State Regulation and Competitive
Environment for a complete description of the Company's current regulatory plan
and competitive environment.
OTHER MATTERS
-------------
ENVIRONMENTAL ISSUES
The Company is subject to a number of environmental proceedings as a result
of its operations and 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 or
joined as a third-party defendant in pending Superfund litigation. Such
designation or joinder subjects
19
<PAGE>
Bell Atlantic - Delaware, Inc.
the Company to potential liability for costs 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 liability reflects those
specific issues 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, 1994, the Company had $15,800,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation.
The Company's debt ratio was 45.6% at December 31, 1994, compared to 37.4% at
December 31, 1993. The 1994 debt ratio was impacted significantly by the equity
reduction associated with the discontinued application of Statement No. 71.
As a result of the discontinued application of Statement No. 71, the Balance
Sheet at December 31, 1994 reflects significant changes due to the elimination
of regulatory assets and liabilities, the revaluation of plant and equipment and
the accelerated amortization of investment tax credits (see Note 2 to the
Financial Statements).
20
<PAGE>
Bell Atlantic - Delaware, 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 Schedules
See Index to Financial Statements and Financial Statement Schedule
appearing on Page F-1.
21
<PAGE>
Bell Atlantic - Delaware, 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 and
restated June 17, 1987. (Exhibit 3a to the registrant's Annual
Report on Form 10-K for the year ended December 31, 1987, File No.
1-7757.)
3a(i) Certificate of Amendment of Certificate of Incorporation,
dated August 14, 1992. (Exhibit 3a(i) to the registrant's
Annual Report on Form 10-K for the year ended December 31,
1992, File No. 1-7757.)
3a(ii) Certificate of Amendment of Certificate of Incorporation,
dated January 10, 1994 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-
7757.)
3b By-Laws of the registrant, as amended through January 27, 1994.
(Exhibit 3b to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-7757.)
4 No instrument which defines the rights of holders of long and
intermediate 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, and 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.)
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, 1994.
22
<PAGE>
Bell Atlantic - Delaware, 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 - Delaware, Inc.
By /s/ John J. Parker
-------------------------------
John J. Parker
Controller
and Treasurer
March 29, 1995
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: |
|
Carolyn S. Burger President and |
Chief Executive |
Officer |
|
Principal Financial Officer: |
|
John J. Parker Controller |
and Treasurer |
|
Directors: |- By /s/ John J. Parker
Harry Bonk | ----------------------------
Carolyn S. Burger | John J. Parker
Charles W. Crist | (individually and as
Archie W. Dunham | attorney-in-fact)
Joshua W. Martin, III | March 29, 1995
Robert F. Rider |
David P. Roselle |
Lance L. Weaver |
-|
23
<PAGE>
Bell Atlantic - Delaware, Inc.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page
----
Report of Independent Accountants ................................. F-2
Statements of Operations and Reinvested Earnings
For the years ended December 31, 1994, 1993, and 1992 .......... F-3
Balance Sheets - December 31, 1994 and 1993 ....................... F-4
Statements of Cash Flows
For the years ended December 31, 1994, 1993, and 1992 .......... F-6
Notes to Financial Statements ..................................... F-7
Schedule II - Valuation and Qualifying Accounts
For the years ended December 31, 1994, 1993, and 1992 .......... F-20
Financial statement schedules other than that listed above have been omitted
because such schedules are not required or applicable.
F-1
<PAGE>
Bell Atlantic - Delaware, Inc.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareowner of
Bell Atlantic - Delaware, Inc.
We have audited the financial statements and financial statement schedule of
Bell Atlantic - Delaware, 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 - Delaware, Inc.
as of December 31, 1994 and 1993, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994 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 6, 1995
F-2
<PAGE>
Bell Atlantic - Delaware, Inc.
STATEMENTS OF OPERATIONS AND REINVESTED EARNINGS
FOR THE YEARS ENDED DECEMBER 31
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1994 1993 1992
--------- --------- --------
<S> <C> <C> <C>
OPERATING REVENUES (including $5,762, and
$3,464 to affiliates, and $634
from affiliates)........................... $264,769 $248,786 $236,393
-------- -------- --------
OPERATING EXPENSES
Employee costs, including benefits
and taxes................................ 59,548 55,174 52,607
Depreciation and amortization............. 52,479 40,970 39,087
Other (including $42,395, $42,722
and $42,512 to affiliates)............... 82,677 78,700 82,253
-------- -------- --------
194,704 174,844 173,947
-------- -------- --------
OPERATING INCOME............................ 70,065 73,942 62,446
OTHER INCOME AND (EXPENSE), NET
Allowance for funds used
during construction...................... 216 185 54
Other, net (including $0,
$62 and $45 from affiliate).............. (660) (672) 109
-------- -------- --------
(444) (487) 163
INTEREST EXPENSE (including
$657, $109 and $129 to affiliate).......... 8,022 8,702 8,542
-------- -------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES,
EXTRAORDINARY ITEMS, AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE.................................. 61,599 64,753 54,067
PROVISION FOR INCOME TAXES.................. 24,128 24,625 14,449
-------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEMS AND
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE....................... 37,471 40,128 39,618
-------- -------- --------
EXTRAORDINARY ITEMS
Discontinuation of Regulatory Accounting
Principles, Net of Tax................... (36,926) -- --
Early Extinguishment of Debt,
Net of Tax............................... -- (996) --
-------- -------- --------
(36,926) (996) --
-------- -------- --------
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE
Postemployment Benefits, Net of Tax....... -- (877) --
-------- -------- --------
NET INCOME.................................. $ 545 $ 38,255 $ 39,618
======== ======== ========
REINVESTED EARNINGS
At beginning of year...................... $ 54,235 $ 52,773 $ 40,245
Add: net income.......................... 545 38,255 39,618
-------- -------- --------
54,780 91,028 79,863
Deduct: dividends........................ 38,225 36,600 27,090
other changes.................... (9) 193 --
-------- -------- --------
At end of year............................ $ 16,564 $ 54,235 $ 52,773
======== ======== ========
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
Bell Atlantic - Delaware, Inc.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
------
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1994 1993
-------- --------
<S> <C> <C>
CURRENT ASSETS
Cash.......................................... $ --- $ 313
Accounts receivable:
Customers and agents, net of allowances for
uncollectibles of $2,768 and $2,767........ 32,925 23,091
Affiliates................................... 4,403 3,651
Other........................................ 974 376
Material and supplies......................... 1,581 1,490
Prepaid expenses.............................. 11,513 6,498
Deferred income taxes......................... 1,802 2,545
Other......................................... 611 335
-------- --------
53,809 38,299
-------- --------
PLANT, PROPERTY AND EQUIPMENT................... 688,509 655,812
Less accumulated depreciation................. 339,173 241,595
-------- --------
349,336 414,217
-------- --------
OTHER ASSETS.................................... 12,532 16,666
-------- --------
TOTAL ASSETS.................................... $415,677 $469,182
======== ========
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
Bell Atlantic - Delaware, Inc.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31
------------------
1994 1993
-------- --------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate.................... $ 12,038 $ 4,263
Accounts payable:
Affiliates................................... 24,150 15,185
Other........................................ 34,116 20,845
Accrued expenses:
Vacation pay................................. 3,722 3,502
Interest..................................... 1,271 1,071
Taxes........................................ 1,648 2,561
Other........................................ 5,992 4,299
Advance billings and customer deposits........ 11,976 15,896
-------- --------
94,913 67,622
-------- --------
LONG-TERM DEBT................................. 101,123 98,991
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS................... 49,632 43,793
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes......................... 15,256 45,294
Unamortized investment tax credits............ 4,193 10,367
Other......................................... 15,554 30,438
-------- --------
35,003 86,099
-------- --------
COMMITMENTS (Note 4)
SHAREOWNER'S INVESTMENT
Common stock, $25 par value per share......... 118,442 118,442
Authorized shares: 5,262,280
Outstanding shares: 4,737,686
Reinvested earnings........................... 16,564 54,235
-------- --------
135,006 172,677
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $415,677 $469,182
======== ========
</TABLE>
See Notes to Financial Statements.
F-5
<PAGE>
Bell Atlantic - Delaware, Inc.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income....................................... $ 545 $ 38,255 $ 39,618
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization................. 52,479 40,970 39,087
Extraordinary items, net of tax............... 36,926 996 ---
Cumulative effect of change in accounting
principle, net of tax....................... --- 877 ---
Allowance for funds used during construction.. (216) (185) (54)
Other items, net.............................. 1,210 (1,491) 108
Changes in certain assets and liabilities:
Accounts receivable........................ (11,184) 4,440 183
Material and supplies...................... (91) (499) 356
Other assets............................... (16,320) (1,735) 2,240
Accounts payable and accrued taxes......... 13,889 (6,795) 11,209
Deferred income taxes, net................. (4,183) 1,998 (6,898)
Unamortized investment tax credits......... (954) (1,247) (1,402)
Employee benefit obligations............... 5,839 1,976 1,296
Other liabilities.......................... 2,649 617 1,325
-------- -------- --------
Net cash provided by operating activities........ 80,589 78,177 87,068
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant, property and equipment....... (57,843) (48,782) (45,034)
Net change in note receivable from affiliate..... --- 2,882 (2,882)
Other plant-related changes...................... (43) 565 (540)
-------- -------- --------
Net cash used in investing activities............ (57,886) (45,335) (48,456)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings......................... --- 39,416 ---
Principal repayments of borrowings and
capital lease obligations....................... --- --- (5,030)
Early extinguishment of debt..................... --- (40,000) ---
Net change in note payable to affiliate.......... 7,775 4,263 (2,500)
Dividends paid................................... (38,225) (36,600) (27,090)
Net change in outstanding checks drawn
on controlled disbursement accounts............. 7,434 --- (3,600)
-------- -------- --------
Net cash used in financing activities............ (23,016) (32,921) (38,220)
-------- -------- --------
INCREASE (DECREASE) IN CASH...................... (313) (79) 392
CASH, BEGINNING OF YEAR.......................... 313 392 ---
-------- -------- --------
CASH, END OF YEAR................................ $ --- $ 313 $ 392
======== ======== ========
</TABLE>
See Notes to Financial Statements.
F-6
<PAGE>
Bell Atlantic - Delaware, Inc.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Bell Atlantic - Delaware, Inc.(the Company), is a wholly owned subsidiary of
Bell Atlantic Corporation (Bell Atlantic).
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).
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.
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.
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. In connection with the discontinued application of
Statement No. 71, the Company began recording depreciation expense based on
expected revenue-producing asset lives. The following asset lives were used,
effective August 1, 1994: buildings, 18 to 40 years; central office equipment,
5 to 12 years; cable, wiring, and conduit, 16 to 50 years; and other equipment,
6 to 35 years. Previously, depreciation expense was based on asset lives that
were authorized by regulatory commissions (see Note 3) and included regulator-
approved amortization of certain classes of telephone plant.
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.
F-7
<PAGE>
Bell Atlantic - Delaware, Inc.
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
Pension Plans
Substantially all employees of the Company are covered under noncontributory
multi-employer defined benefit pension plans sponsored by Bell Atlantic and
certain of its subsidiaries, including the Company.
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.
Postretirement Benefits Other Than Pensions
Substantially all employees of the Company are covered under postretirement
health and life insurance benefit plans sponsored by Bell Atlantic and certain
of its subsidiaries, including the Company.
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.
Postemployment Benefits
The Company 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," which requires accrual accounting for the estimated cost of benefits
provided to former or inactive employees after employment but before retirement.
Prior to 1993, the cost of these benefits was charged to expense as the benefits
were paid.
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),
which requires the determination of deferred taxes using the asset and liability
method. Under the asset and liability method, deferred taxes are provided on
book and tax basis differences and deferred tax balances are adjusted to reflect
enacted changes in income tax rates.
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.
Prior to 1993, the Company accounted for income taxes based on the provisions
of Accounting Principles Board Opinion No. 11, "Accounting for Income Taxes"
(APB No. 11). Under APB No. 11, deferred taxes were generally provided to
reflect the effect of timing differences on the recognition of revenue and
expense determined for financial and income tax reporting purposes.
F-8
<PAGE>
Bell Atlantic - Delaware, Inc.
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
1994 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, after-tax extraordinary charge of $36,926,000, which is net
of an income tax benefit of $35,952,000.
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 (including the
Company's technology deployment plans), actual and potential regulatory,
legislative and judicial actions, and other factors are 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 is
inappropriate.
The components of the charge recognized as a result of the discontinued
application of Statement No. 71 follow:
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
-----------------------
PRE-TAX AFTER-TAX
--------- ------------
<S> <C> <C>
Increase in plant and equipment depreciation reserve.... $69,113 $41,015
Accelerated investment tax credit amortization.......... --- (3,097)
Tax-related regulatory asset and liability elimination.. --- (3,226)
Other regulatory asset and liability elimination........ 3,765 2,234
------- -------
Total................................................... $72,878 $36,926
======= =======
</TABLE>
The increase in the accumulated depreciation reserve of $69,113,000 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.
Upon adoption of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," the effects of required adjustments to deferred
tax balances were deferred on the balance sheet as regulatory assets and
liabilities and amortized at the time the related deferred taxes were recognized
in the ratemaking process. As of August 1, 1994, tax-related regulatory assets
of $12,289,000 and tax-related regulatory liabilities of $15,515,000 were
eliminated. The elimination of other regulatory assets and liabilities relate
principally to deferred debt refinancing and vacation pay costs, which were
being amortized as they were recognized in the ratemaking process.
F-9
<PAGE>
Bell Atlantic - Delaware, Inc.
3. PLANT, PROPERTY AND EQUIPMENT
Plant, property and equipment, which is stated at cost, is summarized as
follows at December 31:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Land........................ $ 2,656 $ 3,029
Buildings................... 42,039 41,795
Central office equipment.... 272,435 264,296
Cable, wiring, and conduit.. 303,206 291,721
Other equipment............. 50,809 45,055
Other....................... 2,819 1,570
Construction-in-progress.... 14,545 8,346
--------- ---------
688,509 655,812
Accumulated depreciation.... (339,173) (241,595)
--------- ---------
Total....................... $ 349,336 $ 414,217
========= =========
</TABLE>
The increase in accumulated depreciation in 1994 included $69,113,000
attributable to the adjustment to the carrying value of plant and equipment
resulting from the discontinued application of Statement No. 71 (see Note 2).
The components of the adjustment to the accumulated depreciation reserve are
summarized as follows:
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
----------------------
<S> <C>
Buildings................... $ 3,889
Central office equipment.... 23,640
Cable, wiring, and conduit.. 33,627
Other equipment............. 7,957
-------
Total....................... $69,113
=======
</TABLE>
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
are shorter than those approved by regulators prior to the discontinuance of
Statement No. 71. The shorter lives result from the Company's expectation as to
the revenue-producing lives of the assets. A comparison of the regulator-
approved asset lives to the shorter new asset lives for the most significantly
impacted categories of plant and equipment follows:
<TABLE>
<CAPTION>
AVERAGE LIVES (IN YEARS)
--------------------------------------------
REGULATOR-APPROVED NEW
ASSET LIVES ASSET LIVES
------------------ ------------------------
<S> <C> <C>
Buildings........ 18 - 52 18 - 40
Digital switch... 17 12
Digital circuit.. 11 9
Copper cable..... 22 - 26 16 - 19
Fiber cable...... 25 - 30 20 - 25
</TABLE>
4. LEASES
The Company has entered into operating leases for facilities and equipment
used in operations. The Company's plant, property and equipment included
capital leases of $125,000, which were fully amortized at December 31, 1993.
The Company did not incur any initial capital lease obligations in 1994, 1993,
and 1992.
Total rent expense amounted to $5,706,000 in 1994, $3,521,000 in 1993, and
$7,743,000 in 1992. Of these amounts, the Company incurred rent expense of
$4,133,000, $1,693,000, and $5,607,000 in 1994, 1993, and 1992, respectively, to
affiliated companies.
F-10
<PAGE>
Bell Atlantic - Delaware, Inc.
At December 31, 1994, the aggregate minimum rental commitments under
noncancelable operating leases for the periods shown are as follows:
<TABLE>
<CAPTION>
YEARS (DOLLARS IN THOUSANDS)
----- ----------------------
<S> <C>
1995........ $345
1996........ 301
1997........ 176
1998........ 63
1999........ ---
Thereafter.. ---
----
Total....... $885
====
</TABLE>
5. DEBT
LONG-TERM
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>
1994 1993
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Ten year 6 1/8%, due 2003................ $ 20,000 $20,000
Forty year 4 5/8%, due 2005.............. 7,000 7,000
Forty year 7%, due 2008.................. 10,000 10,000
Forty year 7 3/4%, due 2013.............. 15,000 15,000
Thirty year 8 3/8%, due 2019............. 15,000 15,000
Thirty year 7%, due 2023................. 20,000 20,000
Forty year 8 5/8%, due 2031.............. 15,000 15,000
-------- -------
102,000 102,000
Unamortized discount and premium, net.... (877) (3,009)
-------- -------
Total long-term debt, including current
maturities.............................. 101,123 98,991
Less maturing within one year............ --- ---
-------- -------
Total long-term debt..................... $101,123 $98,991
======== =======
</TABLE>
Long-term debt outstanding at December 31, 1994 includes $32,000,000 that is
callable by the Company. The call prices range from 102.9% to 100.8% of face
value, depending upon the remaining term to maturity of the issue. In addition,
long-term debt includes $15,000,000 that will become redeemable only on
September 15, 1999, at the option of the holders. The redemption prices will be
100.0% of face value, plus accrued interest.
In 1993, the Company recorded an extraordinary charge associated with the
early extinguishment of debentures called by the Company of $1,681,000, before
an income tax benefit of $685,000.
DEBT MATURING WITHIN ONE YEAR
Debt maturing within one year consists of the following at December 31:
<TABLE>
<CAPTION>
1994 1993
----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Note payable to affiliate (BANFC)................ $12,038 $4,263
======= ======
Weighted average interest rate for note payable
outstanding at year-end......................... 5.7% 3.3%
======= ======
</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, 1994, the Company had
$15,800,000 of an unused line of credit with BANFC.
F-11
<PAGE>
Bell Atlantic - Delaware, Inc.
6. FINANCIAL INSTRUMENTS
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of trade receivables and an interest rate hedge
agreement.
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, 1994, 1993, and 1992,
revenues generated from services provided to AT&T, primarily network access,
billing and collection, and sharing of network facilities, were $25,093,000,
$25,842,000, and $28,128,000, respectively. At December 31, 1994 and 1993,
Accounts receivable, net, included $853,000 and $463,000, respectively, from
AT&T.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments.
Accounts Receivable, Accounts Payable, Note Payable to Affiliate (BANFC), and
Accrued Liabilities
The carrying amount approximates fair value.
Debt Maturing Within One Year and Long-Term Debt
Fair value is estimated based on the quoted market prices for the same or
similar issues or is based on the net present value of the expected future cash
flows using current interest rates.
Interest Rate Hedge Agreement
Fair value is the estimated amount that the Company would have to pay to
terminate the hedge agreement as of December 31, 1993, taking into account the
current interest rates and the creditworthiness of the counterparty.
The estimated fair values of the Company's financial instruments are as
follows at December 31:
<TABLE>
<CAPTION>
1994 1993
-------------------------- ------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
----------------- ------- ---------------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Financial Instruments on the
Balance Sheets:
Debt maturing within one
year, excluding capital
lease obligations........... $ 12,038 $ 12,038 $ 4,263 $ 4,263
Long-term debt, excluding
unamortized discount and
premium and capital lease
obligations................. 102,000 92,749 102,000 106,944
Financial Instruments with
Off-Balance-Sheet Risk:
Unrealized loss on interest
rate hedge agreement........ --- --- --- (5)
</TABLE>
F-12
<PAGE>
Bell Atlantic - Delaware, Inc.
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 and a stated
percentage of adjusted career average earnings under the plans for management
employees. The Company's objective in funding the 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.
Aggregate pension cost is as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------
1994 1993 1992
-------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Pension cost.................. $1,971 $1,864 $2,105
====== ====== ======
Pension cost as a percentage
of salaries and wages........ 4.4% 4.5% 4.7%
====== ====== ======
</TABLE>
Pension cost in 1994 increased slightly over 1993 cost. Pension cost
decreases resulting from plan amendments were more than offset by cost
increases resulting from assumption changes, primarily a decrease in the
discount rate from 7.75% to 7.25%.
The decrease in pension cost in 1993 compared to 1992 is due to the net
effect of the elimination of one-time charges associated with special
termination benefits that were recognized in the preceding year, favorable
investment experience, and changes in plan demographics due to retirement and
severance programs.
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.
Significant actuarial assumptions for pension benefits are as follows at
December 31:
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Discount rate................ 8.25% 7.25% 7.75%
Rate of future increases in
compensation levels......... 5.25% 5.25% 5.25%
</TABLE>
The expected long-term rate of return on plan assets was 8.25% for 1994,
1993, and 1992.
The Company has in the past entered into collective bargaining agreements
with unions representing certain employees and expects to do so in the future.
Pension benefits have been included in these agreements and improvements in
benefits have been made from time to time. Additionally, the Company has
amended the benefit formula under pension plans maintained for its management
employees. Expectations with respect to future amendments to the Company's
pension plans have been reflected in determining the Company's pension cost
under Statement No. 87.
F-13
<PAGE>
Bell Atlantic - Delaware, Inc.
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 hospital, medical, surgical 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.
Aggregate postretirement benefit cost is as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------
1994 1993 1992
------ ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Postretirement benefit cost .......... $4,187 $4,185 $3,743
====== ====== ======
</TABLE>
Postretirement benefit cost in 1994 was substantially unchanged over 1993.
Postretirement cost decreases resulting from favorable claims and demographic
experience were offset by cost increases resulting from assumption changes,
primarily a decrease in the discount rate from 7.75% to 7.25%. As a result of
the 1992 collective bargaining agreements, Bell Atlantic amended the
postretirement medical benefit plan for associate employees and certain
associates retirees of the Company. The increase in 1993 postretirement benefit
cost over 1992 cost was primarily due to the change in benefit levels and claims
experience. Also contributing to the increase were changes in actuarial
assumptions and demographic 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, and a reconciliation of the funded
status of the plan 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 provide
for the determination of this information on an individual participating company
basis.
Significant actuarial assumptions for postretirement benefits are as follows
at December 31:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Discount rate................ 8.25% 7.25% 7.75%
Rate of future increases in
compensation levels......... 5.25 5.25 5.25
Medical cost trend rate:
Year ending................ 12.00 13.00 14.50
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 1994,
1993, and 1992.
Postretirement benefits other than pensions have been included in collective
bargaining agreements and have been modified from time to time. The Company has
periodically modified benefits under plans maintained for its management
employees. Expectations with respect to future amendments to the Company's
postretirement benefit plans have been reflected in determining the Company's
postretirement benefit cost under Statement No. 106.
F-14
<PAGE>
Bell Atlantic - Delaware, Inc.
POSTEMPLOYMENT BENEFITS
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" (Statement No. 112). Statement No. 112 requires accrual accounting
for the estimated cost of benefits provided to former or inactive employees
after employment but before retirement. The cumulative effect at January 1,
1993 of adopting Statement No. 112 reduced net income by $877,000, net of a
deferred income tax benefit of $578,000. The adoption of Statement No. 112 did
not have a significant effect on the Company's ongoing level of operating
expense.
In the third quarter of 1994, the Company recorded a pretax charge of
$2,974,000, in accordance with 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. 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, including those employees who will be separated through 1997,
pursuant to initiatives announced in August 1994.
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 $886,000, $820,000, and $1,205,000, in
1994, 1993, and 1992, 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).
Statement No. 109 requires the determination of deferred taxes using the asset
and liability method. Under the asset and liability method, deferred taxes are
provided on book and tax basis differences and deferred tax balances are
adjusted to reflect enacted changes in income tax rates. Prior to 1993, the
Company accounted for income taxes based on the provisions of Accounting
Principles Board Opinion No. 11.
Statement No. 109 has been adopted on a prospective basis and amounts
presented for prior years have not been restated. As of January 1, 1993, the
Company recorded a charge to income of $62,000, 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 $15,111,000 in
Other Assets and income tax-related regulatory liabilities totaling $23,155,000
in Deferred Credits and Other Liabilities - Other. During 1993, these
regulatory assets were increased by $478,000 and regulatory liabilities were
reduced by $1,725,000 for the effect of the federal corporate 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 - Delaware, Inc.
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------
1994 1993 1992
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal.................. $22,991 $18,927 $17,835
State and local.......... 6,274 4,947 4,914
------- ------- -------
Total.................... 29,265 23,874 22,749
------- ------- -------
Deferred:
Federal.................. (3,611) 813 (6,313)
State and local.......... (572) 1,185 (585)
------- ------- -------
Total.................... (4,183) 1,998 (6,898)
------- ------- -------
25,082 25,872 15,851
Investment tax credits.... (954) (1,247) (1,402)
------- ------- -------
Total income tax expense.. $24,128 $24,625 $14,449
======= ======= =======
</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 $155,000 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
-----------------------
1994 1993 1992
------ ----- -----
<S> <C> <C> <C>
Statutory federal income tax rate................. 35.0% 35.0% 34.0%
Investment tax credits............................ (1.6) (1.6) (2.1)
State income taxes, net of federal tax benefits... 5.7 5.7 5.2
Benefit of rate differential applied to
reversing timing differences..................... (.6) (1.4) (3.9)
Reversal of previously capitalized taxes
and payroll-related construction costs .......... .7 .9 (5.4)
Prior year tax adjustments........................ (.8) (1.3) (2.3)
Other, net........................................ .8 .7 1.2
---- ---- ----
Effective income tax rate......................... 39.2% 38.0% 26.7%
==== ==== ====
</TABLE>
Significant components of deferred tax liabilities (assets) were as follows
at December 31:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Deferred tax liabilities:
Depreciation............... $ 49,000 $ 76,400
Other...................... 3,900 500
-------- --------
52,900 76,900
-------- --------
Deferred tax assets:
Employee benefits.......... (28,500) (24,800)
Investment tax credits..... (2,900) (7,100)
Advance payments........... (2,900) (1,800)
Other...................... (5,100) (500)
-------- --------
(39,400) (34,200)
-------- --------
Net deferred tax liability.. $ 13,500 $ 42,700
======== ========
</TABLE>
Total deferred tax assets include approximately $22,000,000 and $20,000,000
at December 31, 1994 and 1993, 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 - Delaware, Inc.
For the year ended December 31, 1992, a deferred income tax benefit resulted
from timing differences in the recognition of revenue and expense for financial
and income tax accounting purposes. The sources of these timing differences and
the tax effects of each were as follows:
<TABLE>
<CAPTION>
1992
---------------------
(DOLLARS IN THOUSANDS)
<S> <C>
Accelerated depreciation ................ $(3,828)
Interstate earnings adjustments.......... 361
Employee benefits........................ (1,546)
Other, net............................... (1,885)
-------
Total.................................... $(6,898)
=======
</TABLE>
9. SUPPLEMENTAL CASH FLOW AND ADDITIONAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------
1994 1993 1992
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest, net of amounts capitalized... $ 7,664 $ 9,740 $ 8,634
Income taxes, net of amounts refunded.. 30,417 25,637 20,085
ADDITIONAL FINANCIAL INFORMATION:
Interest expense incurred, net of
amounts capitalized.................... 8,022 8,702 8,542
Capitalized interest.................... 330 --- ---
</TABLE>
Interest paid during the year includes $581,000 in 1994, $105,000 in 1993,
and $131,000 in 1992 related to short-term financing services provided by Bell
Atlantic Network Funding Corporation (see Note 5).
At December 31, 1994, $7,434,000 of negative cash was classified as accounts
payable.
10. TRANSACTIONS WITH AFFILIATES
The financial statements include transactions with Bell Atlantic Network
Services, Inc. (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 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 (as shown separately below).
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).
Operating revenues include amounts paid to other affiliates in connection
with an interstate revenue sharing arrangement with Bell Atlantic network
services 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, Bell Atlantic.
F-17
<PAGE>
Bell Atlantic - Delaware, Inc.
Transactions with affiliates are summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------
1994 1993 1992
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Operating revenues:
Interstate revenue sharing
to affiliates.................. $(6,407) $(4,025) $ ---
Other revenue from affiliates... 645 561 634
------- ------- -------
(5,762) (3,464) 634
Operating expenses:
NSI............................. 35,957 35,439 32,904
Bellcore........................ 2,135 2,999 4,001
Other........................... 4,303 4,284 5,607
------- ------- -------
42,395 42,722 42,512
Interest income from BANFC....... --- 62 45
Interest expense to BANFC........ 657 109 129
Dividends paid to Bell Atlantic.. 38,225 36,600 27,090
</TABLE>
Outstanding balances with affiliates are reported on the balance sheets at
December 31, 1994 and 1993 as Accounts receivable - affiliates, Note payable to
affiliate, and Accounts payable - affiliates.
In 1994, NSI expenses included $697,000, representing the Company's
proportionate share of separation benefit costs associated with employees of
NSI. Bellcore expenses in 1994 included reimbursements of $1,088,000 from other
Bellcore owners in connection with their decision to participate in the Advanced
Intelligent Network (AIN) project. This project previously had been supported
entirely by Bell Atlantic's network services subsidiaries, including the
Company.
In 1993, the Company's reported charge for the cumulative effect of the
change in accounting for postemployment benefits included $161,000, net of a
deferred income tax benefit of $106,000, representing the Company's
proportionate share of NSI's accrued cost of postemployment benefits at January
1, 1993.
On February 1, 1995, the Company declared and paid a dividend in the amount
of $11,100,000 to Bell Atlantic.
F-18
<PAGE>
Bell Atlantic - Delaware, Inc.
11. QUARTERLY FINANCIAL INFORMATION (unaudited)
<TABLE>
<CAPTION>
INCOME BEFORE
EXTRAORDINARY
ITEMS AND
CUMULATIVE
EFFECT OF CHANGE NET
OPERATING OPERATING IN ACCOUNTING INCOME
QUARTER ENDED REVENUES INCOME PRINCIPLE (LOSS)
------------- --------- --------- --------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
1994:
March 31............ $ 64,952 $20,545 $11,174 $ 11,174
June 30............. 65,534 19,115 10,280 10,280
September 30*....... 67,063 9,496 4,887 (32,039)
December 31......... 67,220 20,909 11,130 11,130
-------- ------- ------- --------
Total............... $264,769 $70,065 $37,471 $ 545
======== ======= ======= ========
1993:
March 31**.......... $ 60,723 $15,904 $ 8,279 $ 7,402
June 30............. 61,701 18,751 10,063 10,063
September 30........ 64,399 19,935 10,495 10,495
December 31......... 61,963 19,352 11,291 10,295
-------- ------- ------- --------
Total............... $248,786 $73,942 $40,128 $ 38,255
======== ======= ======= ========
</TABLE>
-------------
* The loss for the third quarter of 1994 includes an extraordinary charge of
$36,926,000, net of an income tax benefit of $35,952,000, related to the
discontinuation of regulatory accounting principles (see Note 2).
**Net income for the first quarter of 1993 includes a charge of $877,000, net of
a deferred income tax benefit of $578,000, related to the adoption of
Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" (see Note 7).
F-19
<PAGE>
Bell Atlantic - Delaware, Inc.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 1994, 1993, and 1992
(Dollars in Thousands)
<TABLE>
<CAPTION>
ADDITIONS
---------------------
CHARGED
BALANCE AT CHARGED TO OTHER CHARGED TO 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 1994.................. $2,767 $3,238 $2,855 $6,092 $2,768
Year 1993.................. $2,635 $2,407 $2,996 $5,271 $2,767
Year 1992.................. $2,446 $2,351 $2,262 $4,424 $2,635
</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, 1994
Bell Atlantic - Delaware, Inc.
COMMISSION FILE NUMBER 1-7757
<PAGE>
Form 10-K for 1994
File No. 1-7757
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 and
restated June 17, 1987. (Exhibit 3a to the registrant's Annual
Report on Form 10-K for the year ended December 31, 1987, File No.
1-7757.)
3a(i) Certificate of Amendment of Certificate of Incorporation,
dated August 14, 1992. (Exhibit 3a(i) to the registrant's
Annual Report on Form 10-K for the year ended December 31,
1992, File No. 1-7757.)
3a(ii) Certificate of Amendment of Certificate of Incorporation,
dated January 10, 1994 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. 1-7757.)
3b By-Laws of the registrant, as amended through January 27, 1994.
(Exhibit 3b to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-7757.)
4 No instrument which defines the rights of holders of long and
intermediate 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, and 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.)
24 Powers of Attorney.
27 Financial Data Schedule.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN
S. BURGER and JOHN J. PARKER, and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF
LANCE L. WEAVER APPEARS HERE]
___________________________________
Lance L. Weaver
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN S.
BURGER and JOHN J. PARKER, and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF HARRY BONK
APPEARS HERE]
____________________________________
Harry Bonk
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN
S. BURGER and JOHN J. PARKER, and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF
CHARLES W. CRIST APPEARS HERE]
____________________________________
Charles W. Crist
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware Corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN S.
BURGER and JOHN J. PARKER, and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF ARCHIE W. DUNHAM
APPEARS HERE]
_____________________________________
Archie W. Dunham
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware Corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is an officer and a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN S.
BURGER and JOHN J. PARKER and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF JOSHUA W. MARTIN III
APPEARS HERE]
-------------------------------------
Joshua W. Martin III
Vice President and General Counsel;
Secretary; Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware Corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN S.
BURGER and JOHN J. PARKER, and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF ROBERT F. RIDER
APPEARS HERE]
_____________________________________
Robert F. Rider
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware Corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints CAROLYN S.
BURGER and JOHN J. PARKER, and each of them, as attorneys for him and in his
name, place and stead as a director of the Company, to execute and file such
annual report, and thereafter to execute and file any amendment or amendments
thereto on Form 8, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of March, 1995.
[SIGNATURE OF DAVID P. ROSELLE
APPEARS HERE]
______________________________
David P. Roselle
Director
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELL ATLANTIC - DELAWARE, INC., a Delaware Corporation
(hereinafter referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the Securities
Exchange Act of 1934, as amended, an annual report on Form 10-K; and
WHEREAS, the undersigned is an officer and a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JOHN J.
PARKER as attorney for her and in her name, place and stead as an officer of the
Company, to execute and file such annual report, and thereafter to execute and
file any amendment or amendments thereto on Form 8, hereby giving and granting
to said attorney full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 28th day
of March, 1995.
[SIGNATURE OF CAROLYN S. BURGER
APPEARS HERE]
______________________________
Carolyn S. Burger
President and Chief Executive
Officer; Director
<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, 1994 and the Balance
Sheet as of December 31, 1994 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-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 35,693
<ALLOWANCES> 2,768
<INVENTORY> 11,513
<CURRENT-ASSETS> 53,809
<PP&E> 688,509
<DEPRECIATION> 339,173
<TOTAL-ASSETS> 415,677
<CURRENT-LIABILITIES> 94,913
<BONDS> 101,123
<COMMON> 118,442
0
0
<OTHER-SE> 16,564
<TOTAL-LIABILITY-AND-EQUITY> 415,677
<SALES> 0
<TOTAL-REVENUES> 264,769
<CGS> 0
<TOTAL-COSTS> 194,704
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,022
<INCOME-PRETAX> 61,599
<INCOME-TAX> 24,128
<INCOME-CONTINUING> 37,471
<DISCONTINUED> 0
<EXTRAORDINARY> (36,926)
<CHANGES> 0
<NET-INCOME> 545
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
