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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 21, 1994
Exact name of registrant
as specified in its charter: BELL ATLANTIC CORPORATION
Commission File No.: 1-8606
State of Incorporation: Delaware
IRS Employer Identification No.: 23-2259884
Address of principal
executive offices: 1717 Arch Street
Philadelphia, Pennsylvania
Zip Code: 19103
Registrant's telephone number,
including area code: (215) 963-6000
Former name or former address,
if changed since last report: N/A
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Item 5. Other Events.
Bell Atlantic Corporation (the Company) on January 21, 1994 announced that it
was reporting 1993 earnings of $3.22 per share, which included a one-time,
non-cash charge of $.19 per share, or $85.0 million, for the adoption of a
change in the method of accounting for postemployment benefits, versus $3.13
per share in 1992. Excluding this charge and the impact of 1993 tax
legislation, 1993 earnings per share would have been $3.44.
In addition to the one-time, non-cash charge for the change in the
method of accounting for postemployment benefits (Statement of Financial
Accounting Standards No. 112 [FAS 112]) and a net decrease of $.03 per share,
or $11.4 million, for the effect of 1993 federal tax legislation, results for
1993 also included extraordinary charges of $.13 per share, or $58.4 million,
for early extinguishment of debt; and a net benefit of $.11 per share, or $51.0
million, for other previously reported items. Earnings for 1992 included a net
charge of $.06 per share for previously disclosed items, including early
extinguishment of debt.
Net income for the year was $1.40 billion compared with $1.34 billion
for 1992. After excluding the above special items in both years, net income
would have been $1.51 billion for 1993 and $1.37 billion for 1992.
For the fourth quarter of 1993, earnings were $.76 per share, or
$333.1 million, which included an extraordinary charge of $.01 per share, or
$4.1 million, for early extinguishment of debt and a net decrease of $.02 per
share, or $8.0 million, for the effect of 1993 federal tax legislation. For
the same period last year, earnings were $.74 per share, or $317.3 million,
which included a $.02 per share extraordinary charge for early extinguishment
of debt. The one-time charge for FAS 112 was recorded retroactively to the
first quarter of 1993.
The Company stated that results from its landline network and domestic
wireless businesses give it confidence that it can expect continued growth from
these operations in 1994. The Company's landline network business volumes and
the demand for new products and services continue on an upward trend. Access
minutes of use grew by 7.2 percent in 1993, and the Company reached the
milestone of one million Answer Call subscribers. In the Company's wireless
business, results were dramatically higher than last year. The cellular
subscriber base grew nearly 49 percent, surpassing the one million mark, and
revenue growth exceeded 30 percent for the year.
Wireless operations reported a total of approximately 1.04 million
subscribers at the end of 1993, an increase of 340,700 over 1992. In the
network services companies, access lines at the end of the year totalled 18.6
million, an increase of 464,600 lines, or 2.6 percent, versus the end of 1992.
Business access
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lines increased 4.1 percent and Centrex access lines increased 4.2 percent over
totals at the end of 1992. Total minutes of use increased 7.2 percent and
message toll service volumes increased 3.4 percent over 1992.
Bell Atlantic's total operating revenues for 1993 were $12.99 billion,
an increase of 2.1 percent compared with $12.72 billion for 1992, which
included the impact of the continued de-emphasis of computer leasing and the
disposition of a majority of the customer premises equipment business.
Revenues in ongoing businesses, principally network and wireless, increased by
4.5 percent over 1992.
Total operating expenses were $10.19 billion for 1993, compared with
$10.21 billion for 1992. Excluding an increase of $128 million in
depreciation, operating expenses decreased by 1.4 percent, or $147 million.
The adoption of FAS 112 is not expected to have a significant effect on the
Company's ongoing level of operating expense.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The exhibit identified below is filed as an exhibit hereto.
Exhibit 99:
Unaudited condensed consolidated statements of income, unaudited other selected
data and unaudited selected operating statistics for the three months and year
ended December 31, 1993 and 1992.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELL ATLANTIC CORPORATION
By: /William O. Albertini/
William O. Albertini
Vice President and Chief
Financial Officer
Date: January 21, 1994
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Bell Atlantic Corporation
File No. 1-8606
INDEX TO EXHIBITS
The exhibit identified below is filed as an exhibit hereto.
Exhibit 99:
Unaudited condensed consolidated statements of income, unaudited other selected
data and unaudited selected operating statistics for the three months and year
ended December 31, 1993 and 1992.
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BELL ATLANTIC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Year ended
December 31 December 31
------------------ -------------------
1993 1992* 1993 1992*
<S> <C> <C> <C> <C>
OPERATING REVENUES
Communications and
Related Services $3,194.5 $3,117.9 $12,534.8 $12,164.6
Financial, Real Estate,
and Other Services 122.7 156.3 455.4 553.8
Total operating revenues 3,317.2 3,274.2 12,990.2 12,718.4
OPERATING EXPENSES
Employee costs, including
benefits and taxes 1,019.0 1,004.3 4,027.6 3,941.5
Depreciation and
amortization 649.8 597.2 2,545.1 2,417.4
Other 1,041.2 1,154.6 3,619.9 3,853.3
Total operating expenses 2,710.0 2,756.1 10,192.6 10,212.2
OPERATING INCOME 607.2 518.1 2,797.6 2,506.2
Other income and
expense, net 29.1 42.3 88.1 214.4
Interest expense, excluding
Financial Services 141.3 162.3 612.1 694.9
Income before provision for income
taxes, extraordinary item, and
cumulative effect of changes in
accounting principles 495.0 398.1 2,273.6 2,025.7
Provision for income taxes 157.8 70.6 792.0 643.5
Income before extraordinary item
and cumulative effect of changes
in accounting principles 337.2 327.5 1,481.6 1,382.2
Extraordinary item -- early
extinguishment of debt,
net of tax (4.1) (10.2) (58.4) (41.6)
Cumulative effect of changes in
accounting principles:
Income taxes -- -- 65.2 --
Postemployment benefits,
net of tax -- -- (85.0) --
Total cumulative effect
of changes in accounting
principles -- -- (19.8) --
NET INCOME $ 333.1 $ 317.3 $1,403.4 $1,340.6
</TABLE>
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* Certain operating revenue and operating expense amounts for the three months
and year ended December 31, 1992, have been reclassified to conform to 1993
classifications. These reclassifications had no effect on net income.
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BELL ATLANTIC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)--CONTINUED
(In millions, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Year ended
December 31 December 31
------------------ -------------------
1993 1992 1993 1992
<S> <C> <C> <C> <C>
PER COMMON SHARE AMOUNTS
Income before extraordinary item and
cumulative effect of changes in
accounting principles $.77 $.76 $3.39 $3.23
Extraordinary item -- early ex-
tinguishment of debt, net of tax (.01) (.02) (.13) (.10)
Cumulative effect of changes in
accounting principles -- -- (.04) --
NET INCOME $.76 $.74 $3.22 $3.13
DIVIDENDS DECLARED PER
COMMON SHARE $.67 $.65 $2.68 $2.60
WEIGHTED AVERAGE NUMBER OF
COMMON AND EQUIVALENT
SHARES OUTSTANDING 437.5 434.5 436.3 433.0
</TABLE>
<TABLE>
<CAPTION>
OTHER SELECTED DATA
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December 31
----------------
1993 1992
---- ----
<S> <C> <C>
Return on Average Common Equity
Three months ended 16.0% 16.1%
Year ended 17.3% 17.4%
Total Assets (millions) $29,544.2 $28,099.5
Total Employees 73,600 71,400
</TABLE>
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BELL ATLANTIC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992*
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $1,403.4 $1,340.6
Depreciation and amortization 2,545.1 2,417.4
Extraordinary item -- early extinguishment
of debt, net of tax 58.4 41.6
Cumulative effect of changes in
accounting principles 19.8 --
Other, net 207.3 108.1
NET CASH PROVIDED BY OPERATING
ACTIVITIES 4,234.0 3,907.7
NET CASH USED IN INVESTING
ACTIVITIES (2,936.3) (1,995.8)
NET CASH USED IN FINANCING
ACTIVITIES (1,447.6) (1,747.6)
Increase (Decrease) in Cash and
Cash Equivalents (149.9) 164.3
Cash and Cash Equivalents,
Beginning of Year 296.0 131.7
Cash and Cash Equivalents,
End of Year $146.1 $296.0
</TABLE>
* Certain amounts have been reclassified to conform to 1993 classifications.
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BELL ATLANTIC MOBILE
SELECTED OPERATING STATISTICS (UNAUDITED)
(In thousands, except percentages and revenue per subscriber)
<TABLE>
<CAPTION>
December 31
----------------
1993 1992 Percent Change
---- ---- --------------
<S> <C> <C> <C>
Total Owned POPs 35,238 34,200 3.0
Controlled MSA POPs 27,883 27,400 1.8
Controlled RSA POPs(1) 3,706 3,262 13.6
Subscribers in
Controlled Markets 964.9 651.3 48.2
Controlled Penetration(2) 3.05% 2.12% 43.8
Total Subscribers(3) 1,039.1 698.4 48.8
Fourth-Quarter Cellular
Operations Revenue $223,197 $163,500 36.5
Year-to-Date Cellular
Operations Revenue $773,448 $586,124 32.0
Fourth-Quarter Cellular
Operations Revenue per
Subscriber per Month(3) $77 $83 (7.2)
Year-to-Date Cellular
Operations Revenue per
Subscriber per Month(3) $77 $83 (7.2)
</TABLE>
Uncollectibles for the quarter ended December 31, 1993, were less than 2
percent of total revenue, and average monthly churn for the quarter was less
than 2 percent of the total customer base (as defined in footnote #3).
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(1) Bell Atlantic Mobile incorrectly reported 3,700 controlled RSA POPs in the
fourth quarter of 1992.
(2) Subscribers in controlled markets (MSA and RSA) as a percent of population
in those markets. Prior to January 1993, Bell Atlantic Mobile reported
penetration as subscribers in controlled markets (MSA and RSA) as a percent of
population in controlled MSA markets only.
(3) Includes customers from reseller operation.
