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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8606
BELL ATLANTIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 23-2259884
(State of Incorporation) (I.R.S. Employer
Identification No.)
1095 AVENUE OF THE AMERICAS 10036
NEW YORK, NEW YORK (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER (212) 395-2121
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
--- ---
At March 31, 2000, 1,545,656,398 shares of the registrant's Common Stock were
outstanding, after deducting 30,589,927 shares held in treasury.
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<PAGE>
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Table of Contents
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Item No.
Part I. Financial Information Page
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1. Financial Statements
Condensed Consolidated Statements of Income
For the three months ended March 31, 2000 and 1999 1
Condensed Consolidated Balance Sheets
March 31, 2000 and December 31, 1999 2-3
Condensed Consolidated Statement of Changes in Shareowners' Investment
For the three months ended March 31, 2000 4
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12-26
3. Quantitative and Qualitative Disclosures About Market Risk 26
Part II. Other Information
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6. Exhibits and Reports on Form 8-K 27
<PAGE>
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Part I - Financial Information
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Item 1. Financial Statements
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Bell Atlantic Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions, Except Per Share Amounts) (Unaudited) Three Months Ended March 31,
2000 1999
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING REVENUES $8,534 $7,967
OPERATING EXPENSES
Employee costs, including benefits and taxes 2,068 2,018
Depreciation and amortization 1,620 1,504
Other operating expenses 2,641 2,367
---------------------------
6,329 5,889
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OPERATING INCOME 2,205 2,078
Income from unconsolidated businesses 123 34
Other income and (expense), net 55 19
Interest expense 370 315
Mark-to-market adjustment for exchangeable notes (825) --
---------------------------
Income before provision for income taxes 1,188 1,816
Provision for income taxes 457 674
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NET INCOME $ 731 $1,142
===========================
BASIC EARNINGS PER COMMON SHARE $ .47 $ .74
---------------------------
Weighted-average shares outstanding (in millions) 1,551 1,553
===========================
DILUTED EARNINGS PER COMMON SHARE $ .46 $ .72
---------------------------
Weighted-average shares - diluted (in millions) 1,575 1,582
===========================
Dividends declared per common share $ .385 $ .385
===========================
</TABLE>
See Notes to Consolidated Financial Statements
1
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
Bell Atlantic Corporation and Subsidiaries
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Assets
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<TABLE>
<CAPTION>
(Dollars in Millions) (Unaudited) March 31, December 31,
2000 1999
- ------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 360 $ 1,097
Short-term investments 628 839
Accounts receivable, net of allowances of $597 and $619 7,085 7,025
Inventories 589 664
Prepaid expenses 848 673
Other 350 298
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9,860 10,596
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PLANT, PROPERTY AND EQUIPMENT 90,810 89,238
Less accumulated depreciation 51,061 49,939
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39,749 39,299
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INVESTMENTS IN UNCONSOLIDATED BUSINESSES 8,207 6,275
OTHER ASSETS 8,236 6,444
---------------------
TOTAL ASSETS $66,052 $62,614
=====================
</TABLE>
See Notes to Condensed Consolidated Financial Statements
2
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
Bell Atlantic Corporation and Subsidiaries
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Liabilities and Shareowners' Investment
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<TABLE>
<CAPTION>
(Dollars in Millions, Except Per Share Amounts) (Unaudited) March 31, December 31,
2000 1999
- -------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year $ 5,812 $ 5,455
Accounts payable and accrued liabilities 7,000 6,465
Other 1,489 1,547
-------------------------
14,301 13,467
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LONG-TERM DEBT 20,149 18,463
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EMPLOYEE BENEFIT OBLIGATIONS 8,958 9,326
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DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 4,416 3,892
Unamortized investment tax credits 193 197
Other 777 730
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5,386 4,819
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MINORITY INTEREST, INCLUDING A PORTION SUBJECT TO
REDEMPTION REQUIREMENTS 425 458
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PREFERRED STOCK OF SUBSIDIARY 201 201
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SHAREOWNERS' INVESTMENT
Series preferred stock ($.10 par value; none issued) -- --
Common stock ($.10 par value; 1,576,246,325 shares and
1,576,246,325 shares issued) 158 158
Contributed capital 13,691 13,550
Reinvested earnings 2,895 2,806
Accumulated other comprehensive income 1,348 450
-------------------------
18,092 16,964
Less common stock in treasury, at cost 1,026 640
Less deferred compensation - employee stock ownership plans 434 444
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16,632 15,880
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TOTAL LIABILITIES AND SHAREOWNERS' INVESTMENT $66,052 $62,614
=========================
</TABLE>
See Notes to Condensed Consolidated Financial Statements
3
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREOWNERS' INVESTMENT
Bell Atlantic Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions and Shares in Thousands) (Unaudited) Three Months Ended March 31, 2000
Shares Amount
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK
Balance at beginning and end of period 1,576,246 $ 158
---------------------------------
CONTRIBUTED CAPITAL
Balance at beginning of period 13,550
Shares issued:
Employee plans 20
Issuance of stock by subsidiaries 121
------------
Balance at end of period 13,691
------------
REINVESTED EARNINGS
Balance at beginning of period 2,806
Net income 731
Dividends declared (595)
Shares issued:
Employee plans (49)
Tax benefit of dividends paid to ESOPs 2
------------
Balance at end of period 2,895
------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at beginning of period 450
Foreign currency translation adjustments, net of tax (61)
Unrealized gains on securities, net of tax 959
------------
Balance at end of period 1,348
------------
TREASURY STOCK
Balance at beginning of period 23,569 640
Shares purchased 9,117 506
Shares distributed:
Employee plans (2,076) (119)
Shareowner plans (20) (1)
---------------------------------
Balance at end of period 30,590 1,026
---------------------------------
DEFERRED COMPENSATION - ESOPS
Balance at beginning of period 444
Amortization (10)
------------
Balance at end of period 434
------------
TOTAL SHAREOWNERS' INVESTMENT $16,632
============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Bell Atlantic Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions) (Unaudited) Three Months Ended March 31,
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 731 $ 1,142
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,620 1,504
Mark-to-market adjustment for exchangeable notes 825 --
Deferred income taxes, net (5) 218
Income from unconsolidated businesses (123) (34)
Dividends received from unconsolidated businesses 25 29
Amortization of unearned lease income (33) (37)
Investment tax credits (4) (6)
Other items, net 90 33
Changes in certain assets and liabilities, net of effects from
acquisition/disposition of businesses (10) (363)
----------------------------
Net cash provided by operating activities 3,116 2,486
----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (2,155) (1,711)
Investments in unconsolidated businesses, net (1,038) (106)
Investments in notes receivable (979) --
Net change in short-term investments 208 245
Proceeds from disposition of businesses 41 612
Other, net 25 (38)
----------------------------
Net cash used in investing activities (3,898) (998)
----------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 908 --
Principal repayments of borrowings and capital lease obligations (284) (26)
Net change in short-term borrowings with original
maturities of three months or less 588 (980)
Dividends paid (598) (598)
Proceeds from financing of cellular assets -- 380
Proceeds from sale of common stock 58 151
Purchase of common stock for treasury (506) (208)
Net change in outstanding checks drawn on controlled disbursement accounts (121) (76)
----------------------------
Net cash provided by (used in) financing activities 45 (1,357)
----------------------------
Increase (decrease) in cash and cash equivalents (737) 131
Cash and cash equivalents, beginning of period 1,097 237
----------------------------
Cash and cash equivalents, end of period $ 360 $ 368
============================
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Bell Atlantic Corporation and Subsidiaries
(Unaudited)
1. Basis of Presentation
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The accompanying unaudited condensed consolidated financial statements have been
prepared based upon Securities and Exchange Commission (SEC) rules that permit
reduced disclosure for interim periods. These financial statements reflect all
adjustments that are necessary for a fair presentation of results of operations
and financial condition for the interim periods shown including normal recurring
accruals. The results for the interim periods are not necessarily indicative of
results for the full year. For a more complete discussion of significant
accounting policies and certain other information, you should refer to the
consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 1999.
We have reclassified certain amounts from prior year's data to conform to the
2000 presentation.
2. Recent Accounting Pronouncements
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FASB Accounting Standard - Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on our balance sheet. Changes in the fair values of derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments. The FASB
amended this pronouncement in June 1999 to defer the effective date of SFAS No.
133 for one year. We must adopt SFAS No. 133 no later than January 1, 2001.
On March 3, 2000, the FASB issued a Proposed SFAS, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which would amend SFAS
No. 133. The proposed amendments address certain implementation issues and
relate to such matters as the normal purchases and normal sales exception, the
definition of interest rate risk, hedging recognized foreign-currency-
denominated debt instruments, and intercompany derivatives.
We are currently evaluating the provisions of SFAS No. 133 and the proposed
amendments. The impact of adoption will be determined by several factors,
including the specific hedging instruments in place and their relationships to
hedged items, as well as market conditions at the date of adoption.
FASB Interpretation - Stock Compensation
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation." Interpretation No. 44 was issued in
order to clarify certain issues arising from Accounting Principles Board (APB)
Opinion No. 25 "Accounting for Stock Issued to Employees," which was previously
issued in October 1972. Interpretation No. 44 is effective July 1, 2000, but
certain conclusions cover specific events that occur either after December 15,
1998 or January 12, 2000.
The main issues addressed by Interpretation No. 44 are: (a) the definition of an
employee for purposes of applying APB Opinion No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
We do not expect that Interpretation No. 44 will have a material impact on our
results of operations or financial position.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which currently must be adopted
by June 30, 2000. SAB No. 101 provides additional guidance on revenue
recognition, as well as criteria for when revenue is generally realized and
earned, and also requires the deferral of incremental direct selling costs. We
are currently assessing the impact of SAB No. 101 on our results of operations
and financial position.
6
<PAGE>
3. Agreement with Metromedia Fiber Network, Inc.
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On March 6, 2000, we invested approximately $1.7 billion in Metromedia Fiber
Network, Inc. (MFN), a domestic and international provider of dedicated fiber
optic networks in major metropolitan markets. This investment included
approximately $715 million to acquire approximately 9.5% of the then outstanding
equity of MFN through the purchase of newly issued shares at $28 per share. We
also purchased approximately $975 million in subordinated debt securities
convertible at our option, upon receipt of necessary government approvals, into
common stock at a conversion price of $34 per share or an additional 9.6% of the
then outstanding equity of MFN. This investment completed a portion of our
previously announced agreement with MFN, which included the acquisition of
approximately $550 million of long-term capacity on MFN's fiber optic networks,
beginning in 1999 through 2002. Of the $550 million, 10% was paid in November
1999 and 30% will be paid each October from 2000 through 2002.
4. Marketable Securities
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We have investments in marketable securities, primarily common stocks and
convertible debt securities, which are considered "available-for-sale" under
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." These investments have been included in our balance sheet in
Investments in Unconsolidated Businesses, Other Assets and Short-term
Investments.
Under SFAS No. 115, available-for-sale securities are required to be carried at
their fair value, with unrealized gains and losses (net of income taxes)
recorded in Accumulated Other Comprehensive Income (Loss). The fair values of
our investments in marketable securities are determined based on market
quotations.
The table below shows certain summarized information related to our investments
in marketable securities.
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized
(Dollars in Millions) Cost Gains Losses Fair Value
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AT MARCH 31, 2000
Investments in unconsolidated businesses $ 731 $2,671 $ -- $3,402
Other assets 975 681 -- 1,656
Short-term investments 37 -- (2) 35
-------------------------------------------------
$1,743 $3,352 $(2) $5,093
=================================================
AT DECEMBER 31, 1999
Investments in unconsolidated businesses $ 367 $1,892 $ -- $2,259
Short-term investments 38 1 (2) 37
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$ 405 $1,893 $(2) $2,296
=================================================
</TABLE>
Our investments in marketable securities increased from December 31, 1999 as a
result of our purchase of MFN common shares and subordinated debt securities
(see Note 3).
One half of our total MFN shares are deemed to be "available for sale"
securities. Accordingly, this portion of our investment in MFN shares has been
adjusted from a carrying value of $357 million to its fair value of $1,236
million at March 31, 2000. This increase in the value of our investment has
been recorded in Investments in Unconsolidated Businesses. The unrealized
holding gain of $571 million (net of income taxes of $308 million) has been
recognized in Accumulated Other Comprehensive Income (Loss). The remaining half
of our investment in MFN shares must be held for a period longer than one year
and therefore is being carried at cost.
Our investment in MFN's subordinated debt securities also qualifies as
"available for sale" securities and, accordingly, this investment has been
adjusted from a carrying value of $975 million to its fair value of $1,656
million at March 31, 2000. This increase in the value of our investment has
been recorded in Other Assets. The unrealized holding gain of $443 million (net
of income taxes of $238 million) has been recognized in Accumulated Other
Comprehensive Income (Loss).
7
<PAGE>
5. Commitments and Contingencies
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In connection with certain state regulatory incentive plan commitments, we have
deferred revenues which will be recognized as the commitments are met or
obligations are satisfied under the plans. In addition, several state and
federal regulatory proceedings may require our operating telephone subsidiaries
to refund a portion of the revenues collected in the current and prior periods.
There are also various legal actions pending to which we are a party and claims
which, if asserted, may lead to other legal actions. We have established
reserves for specific liabilities in connection with regulatory and legal
matters that we currently deem to be probable and estimable.
We do not expect that the ultimate resolution of pending regulatory and legal
matters in future periods will have a material effect on our financial
condition, but it could have a material effect on our results of operations.
6. Debt
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Exchangeable Notes
In February 1998, our wholly owned subsidiary Bell Atlantic Financial Services,
Inc. (FSI) issued $2,455 million of 5.75% senior exchangeable notes due on April
1, 2003 (TCNZ exchangeable notes). The TCNZ exchangeable notes are exchangeable
into 437.1 million ordinary shares of TCNZ stock at the option of the holder,
beginning on September 1, 1999. The exchange price was established at a 20%
premium to the TCNZ share price at the pricing date of the offering. Upon
exchange by investors, we retain the option to settle in cash or by delivery of
TCNZ shares. During the period from April 1, 2001 to March 31, 2002, the TCNZ
exchangeable notes are callable at our option at 102.3% of the principal amount
and, thereafter and prior to maturity at 101.15%. As of March 31, 2000, no
notes have been delivered for exchange.
In August 1998, FSI issued $3,180 million of 4.25% senior exchangeable notes due
on September 15, 2005 (CWC exchangeable notes). The CWC exchangeable notes were
issued at a discount and at March 31, 2000 the notes had a carrying value of
$4,719 million, including a cumulative loss on a mark-to-market adjustment of
$1,489 million. The CWC exchangeable notes are exchangeable into 277.6 million
ordinary shares of CWC stock at the option of the holder beginning on July 1,
2002. The exchange price was established at a 28% premium to the CWC share price
at the pricing date of the offering. Upon exchange by investors, we retain the
option to settle in cash or by delivery of CWC shares. The CWC exchangeable
notes are redeemable at our option, beginning September 15, 2002, at escalating
prices from 104.2% to 108.0% of the principal amount. If the CWC exchangeable
notes are not called or exchanged prior to maturity, they will be redeemable at
108.0% of the principal amount at that time.
The CWC and TCNZ exchangeable notes are indexed to the fair market value of each
company's common stock. If the price of the shares exceeds the exchange price
established at the offering date, a mark-to-market adjustment is recorded,
recognizing an increase in the carrying value of the debt obligation and a
charge to income. If the price of the shares subsequently declines the debt
obligation is reduced (not to less than its amortized carrying value). A
proposed restructuring of CWC would change the securities to be delivered upon
exchange of the CWC exchangeable notes. Under this restructuring, we would
receive shares in the two acquiring companies in exchange for our CWC shares.
At March 31, 2000, the CWC share price exceeded the exchange price, resulting in
a cumulative mark-to-market adjustment of $1,489 million to the carrying value
of the CWC exchangeable notes. The increase in the debt liability since
December 31, 1999 of $825 million was recorded as a charge to income in the
first quarter of 2000 ($536 million after-tax). As of March 31, 2000, we have
recorded no mark-to-market adjustments for the TCNZ exchangeable notes.
Support Agreements
The TCNZ exchangeable notes have the benefit of a Support Agreement dated
February 1, 1998, and the CWC exchangeable notes have the benefit of a Support
Agreement dated August 26, 1998, both of which are between Bell Atlantic and
FSI. In each of the Support Agreements, Bell Atlantic guarantees the payment of
interest, premium (if any), principal and the cash value of exchange property
related to the notes should FSI fail to pay. Another Support Agreement between
Bell Atlantic and FSI dated October 1, 1992, guarantees payment of interest,
premium (if any) and principal on FSI's medium-term notes (aggregating $956
million at March 31, 2000) should FSI fail to pay. The holders of FSI debt do
not have recourse to the stock or assets of our operating telephone subsidiaries
or TCNZ; however, they do have recourse to dividends paid to Bell Atlantic by
any of our consolidated subsidiaries as well as assets not covered by the
exclusion. The carrying value of the available assets reflected in our
condensed consolidated financial statements was approximately $21 billion at
March 31, 2000.
8
<PAGE>
7. Common Stock Buyback Program
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On March 1, 2000, our Board of Directors authorized a new two year share buyback
program through which we may repurchase up to 80 million shares of common stock
in the open market. The Board of Directors also rescinded a previous
authorization to repurchase up to $1.4 billion in company shares.
8. Comprehensive Income
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Comprehensive income consists of net income and other gains and losses affecting
shareowners' equity that, under generally accepted accounting principles, are
excluded from net income. For our company, such items consist primarily of
foreign currency translation gains and losses and unrealized gains and losses on
marketable equity investments.
The components of total comprehensive income for interim periods are presented
in the following table:
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999
- ------------------------------------------------------------------------------------------
<S> <C> <C>
NET INCOME $ 731 $1,142
------------------------------
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments, net of tax (61) (18)
Unrealized gains on securities, net of tax 959 3
------------------------------
898 (15)
------------------------------
TOTAL COMPREHENSIVE INCOME $1,629 $1,127
==============================
</TABLE>
9. Earnings Per Share
- --------------------------------------------------------------------------------
The following table is a reconciliation of the share amounts used in computing
earnings per share.
<TABLE>
<CAPTION>
(Dollars and Shares in Millions, Except Per Share Amounts) Three Months Ended March 31,
2000 1999
- ------------------------------------------------------------------------------------------
<S> <C> <C>
NET INCOME $ 731 $1,142
==============================
BASIC EARNINGS PER COMMON SHARE
Weighted-average shares outstanding 1,551 1,553
------------------------------
Net income $ .47 $ .74
==============================
DILUTED EARNINGS PER COMMON SHARE
Weighted-average shares outstanding 1,551 1,553
Effect of dilutive securities 24 29
------------------------------
Weighted-average shares - diluted 1,575 1,582
------------------------------
Net income $ .46 $ .72
==============================
</TABLE>
Stock options for 21 million shares for the three months ended March 31, 2000
were not included in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price of the common
shares. For the three months ended March 31, 1999, the number of antidilutive
shares was 257,726.
9
<PAGE>
10. Segment Information
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We have four reportable segments, which we operate and manage as strategic
business units and organize by products and services. Our segments are a
Domestic Telecom group which provides domestic wireline telecommunications
services; a Global Wireless group which provides domestic wireless
telecommunications services and includes foreign wireless investments; a
Directory group which is responsible for our domestic and international
publishing businesses and electronic commerce services; and an Other Businesses
group which includes our international wireline telecommunications investments,
lease financing and all other businesses.
We measure and evaluate our reportable segments based on adjusted net income,
which excludes undistributed corporate expenses and special items arising during
each period. Special items are transactions that management has excluded from
the business units' results, but are included in reported consolidated earnings.
The following table provides operating financial information for our four
reportable segments and a reconciliation of segment results to consolidated
results.
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
-------------------------------
2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
EXTERNAL OPERATING REVENUES
Domestic telecom $6,652 $6,408
Global wireless 1,292 990
Directory 569 551
Other businesses 22 31
------------------------------
Total segments - reported 8,535 7,980
Reconciling items (1) (13)
------------------------------
Total consolidated - reported $8,534 $7,967
==============================
INTERSEGMENT REVENUES
Domestic telecom $ 43 $ 33
Global wireless 6 4
Directory 1 2
Other businesses 5 4
------------------------------
Total segments - reported 55 43
Reconciling items (55) (43)
------------------------------
Total consolidated - reported $ 0 $ 0
==============================
TOTAL OPERATING REVENUES
Domestic telecom $6,695 $6,441
Global wireless 1,298 994
Directory 570 553
Other businesses 27 35
------------------------------
Total segments - reported 8,590 8,023
Reconciling items (56) (56)
------------------------------
Total consolidated - reported $8,534 $7,967
==============================
NET INCOME
Domestic telecom $ 893 $ 892
Global wireless 93 56
Directory 168 162
Other businesses 36 39
------------------------------
Total segments - adjusted 1,190 1,149
Reconciling items 77 3
Special items (536) (10)
------------------------------
Total consolidated - reported $ 731 $1,142
==============================
</TABLE>
Reconciling items include undistributed corporate expenses, corporate assets and
intersegment eliminations. We generally account for intersegment sales of
products and services and asset transfers at current market prices.
10
<PAGE>
11. Proposed Bell Atlantic - GTE Merger
- --------------------------------------------------------------------------------
Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of
equals under a definitive merger agreement dated as of July 27, 1998. Under the
terms of the agreement, GTE shareholders will receive 1.22 shares of Bell
Atlantic common stock for each share of GTE common stock that they own. Bell
Atlantic shareholders will continue to own their existing shares after the
merger.
We expect the merger to qualify as a pooling of interests, which means that for
accounting and financial reporting purposes the companies will be treated as if
they had always been combined. At annual meetings held in May 1999, the
shareholders of each company approved the merger. The completion of the merger
is subject to a number of conditions, including certain regulatory approvals
(all of which have been obtained except that of the Federal Communications
Commission) and receipt of opinions that the merger will be tax-free.
We are targeting completion of the merger in the second quarter of 2000. In
April 2000, we announced that the combined company will be called Verizon
Communications.
12. Subsequent Event - Verizon Wireless
- --------------------------------------------------------------------------------
On April 3, 2000, we and Vodafone AirTouch plc (Vodafone AirTouch) consummated
our previously announced agreement to combine our U.S. wireless assets.
Vodafone AirTouch contributed its U.S. wireless assets (including its 50%
ownership of PrimeCo Personal Communications, L.P.) and approximately $4 billion
of liabilities to an existing Bell Atlantic partnership (Cellco Partnership, now
doing business as Verizon Wireless) in exchange for a 65.1% interest in Verizon
Wireless, and we retained a 34.9% interest. It is anticipated that, upon
completion of our merger with GTE, the combined company will contribute its
interest in the U.S. wireless assets of GTE and increase its interest in Verizon
Wireless to 55%. We have announced that we are planning an initial public
offering of part of Verizon Wireless later this year.
We will account for this transaction as a purchase method business combination.
For accounting purposes, we will consolidate the Verizon Wireless operations
because we control its operating and financial policies. Vodafone AirTouch has
the right to require Verizon Wireless and us to purchase up to $20 billion of
its interest in Verizon Wireless in several stages between 2003 and 2007.
You should refer to our Current Report on Form 8-K dated April 17, 2000, as
amended by a Form 8-K/A dated May 11, 2000, for unaudited pro forma financial
information relating to the Verizon Wireless transaction for the period ended
December 31, 1999.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
- --------------------------------------------------------------------------------
CONSOLIDATED RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
In reviewing our operating performance, we discuss our results of operations on
what we call an adjusted basis. This means we take our as-reported results and
adjust for the effects of special items, which are of a nonoperational nature.
We believe that this presentation will assist readers in better understanding
Bell Atlantic in terms of trends from period to period. A discussion of these
special items, including tables, which illustrate their effects on our
consolidated statements of income, follows.
Our results for the first quarter of 2000 reflect strong market demand for voice
and data services in our Domestic Telecom business and robust operating
performance by our Global Wireless group. We reported net income of $731
million or $.46 diluted earnings per share for the three month period ended
March 31, 2000, compared to net income of $1,142 million or $.72 diluted
earnings per share for the three month period ended March 31, 1999. Our
reported results for both periods were affected by special items. After
adjusting for such items, net income would have been $1,267 million or $.80
diluted earnings per share in the first quarter of 2000 and $1,152 million or
$.73 diluted earnings per share in the first quarter of 1999. The table below
summarizes reported and adjusted results of operations for each period.
<TABLE>
<CAPTION>
(Dollars in Millions, Except Per Share Amounts) Three Months Ended March 31,
2000 1999
- ---------------------------------------------------------------------------------
<S> <C> <C>
Operating revenues $8,534 $7,967
Operating expenses 6,329 5,889
----------------------------
Operating income 2,205 2,078
REPORTED NET INCOME 731 1,142
----------------------------
Special items - pre-tax
Mark-to-market adjustment for exchangeable notes 825 --
Merger transition costs -- 17
----------------------------
Total special items - pre-tax 825 17
Tax effect of special items 289 7
----------------------------
Total special items - after-tax 536 10
----------------------------
ADJUSTED NET INCOME $1,267 $1,152
============================
DILUTED EARNINGS PER SHARE - REPORTED $ .46 $ .72
DILUTED EARNINGS PER SHARE - ADJUSTED $ .80 $ .73
</TABLE>
The following table shows how special items are reflected in our condensed
consolidated statements of income for each period:
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999
- ---------------------------------------------------------------------------------
<S> <C> <C>
EMPLOYEE COSTS
Merger transition costs $ -- $ 2
OTHER OPERATING EXPENSES
Merger transition costs -- 15
MARK-TO-MARKET ADJUSTMENT FOR EXCHANGEABLE NOTES 825 --
----------------------------
TOTAL SPECIAL ITEMS - PRE-TAX 825 17
Tax effect of special items 289 7
----------------------------
TOTAL SPECIAL ITEMS - AFTER-TAX $ 536 $ 10
============================
</TABLE>
- --------------------------------------------------------------------------------
Mark-to-Market Adjustment for Exchangeable Notes
- --------------------------------------------------------------------------------
First Quarter 2000
In the first quarter of 2000, we recorded a loss on a mark-to-market adjustment
of $825 million ($536 million after-tax) related to our $3.2 billion notes
exchangeable into shares of Cable & Wireless Communications plc (CWC). For the
year ended December 31, 1999, we recorded a loss on a mark-to-market adjustment
of $664 million ($432 million after-tax) related to the CWC exchangeable notes.
The mark-to-market adjustments are noncash,
12
<PAGE>
nonoperational transactions that result in an increase in the carrying value of
the debt obligation and a charge to income. The mark-to-market adjustments are
required because the CWC exchangeable notes are indexed to the fair market value
of CWC's common stock. At both December 31, 1999 and March 31, 2000, the price
of CWC shares exceeded the exchange price established at the offering date. If
the share price of CWC stock subsequently declines, our debt obligation is
reduced (but not to less than its amortized carrying value) and income is
increased. A mark-to-market adjustment may be recorded monthly, recognizing
either a gain or a loss, to reflect the difference between the CWC market price
and the exchange price (no adjustment is required if the market price is below
the exchange price). The CWC exchangeable notes may be exchanged beginning in
July 2002. For additional information about the CWC exchangeable notes, see Note
6 to the condensed consolidated financial statements.
- --------------------------------------------------------------------------------
Merger-related Costs
- --------------------------------------------------------------------------------
First Quarter 1999
In connection with the Bell Atlantic-NYNEX merger, which was completed in August
1997, we recorded pre-tax transition and integration costs of $17 million in the
first quarter of 1999. These costs consisted of $16 million related to systems
integration and $1 million for relocation, retraining and other costs associated
with integrating the operations of Bell Atlantic and NYNEX. Transition and
integration costs were expensed as incurred.
- --------------------------------------------------------------------------------
SEGMENTAL RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
We have four reportable segments, which we operate and manage as strategic
business units and organize by products and services. Our segments are Domestic
Telecom, Global Wireless, Directory and Other Businesses. You can find
additional information about our segments in Note 10 to the condensed
consolidated financial statements.
We measure and evaluate our reportable segments based on adjusted net income,
which excludes undistributed corporate expenses and special items arising during
each period. Special items are transactions that management has excluded from
the business units' results, but has included in reported consolidated earnings.
We previously described these special items in the Consolidated Results of
Operations section.
Special items in the three month period ended March 31, 2000 included a loss on
a mark-to-market adjustment for exchangeable notes. In 1999, special items
included costs associated with our 1997 merger with NYNEX Corporation. Special
items affected our segments as follows:
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999
- ----------------------------------------------------------------------------
<S> <C> <C>
DOMESTIC TELECOM
Reported net income $ 893 $ 882
Special items 0 10
-----------------------------
Adjusted net income $ 893 $ 892
=============================
GLOBAL WIRELESS
Reported net income $ 93 $ 56
Special items 0 0
-----------------------------
Net income $ 93 $ 56
=============================
DIRECTORY
Reported net income $ 168 $ 162
Special items 0 0
-----------------------------
Net income $ 168 $ 162
=============================
OTHER BUSINESSES
Reported net income $ 36 $ 39
Special items 0 0
-----------------------------
Net income $ 36 $ 39
=============================
RECONCILING ITEMS
Reported net income(loss) $(459) $ 3
Special items 536 0
-----------------------------
Adjusted net income $ 77 $ 3
=============================
</TABLE>
Reconciling items consist of corporate operations and intersegment eliminations.
13
<PAGE>
- --------------------------------------------------------------------------------
Domestic Telecom
- --------------------------------------------------------------------------------
Our Domestic Telecom segment consists primarily of our nine operating telephone
subsidiaries that provide local telephone services from Maine to Virginia
including voice and data transport, enhanced and custom calling features,
network access, directory assistance, private lines and public telephones. This
segment also provides customer premises equipment distribution, data solutions
and systems integration, billing and collections, and Internet access services.
Domestic Telecom represents the aggregation of our domestic wireline business
units (consumer, enterprise, general, and network services), that focus on
specific markets to meet customer requirements.
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 % Change
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS - ADJUSTED BASIS
OPERATING REVENUES
<S> <C> <C> <C>
Local services $3,668 $3,488 5.2%
Network access services 2,041 1,944 5.0
Long distance services 455 474 (4.0)
Ancillary services 531 535 (.7)
----------------------------
6,695 6,441 3.9
----------------------------
OPERATING EXPENSES
Employee costs 1,779 1,806 (1.5)
Depreciation and amortization 1,417 1,336 6.1
Other operating expenses 1,785 1,614 10.6
----------------------------
4,981 4,756 4.7
----------------------------
OPERATING INCOME $1,714 $1,685 1.7
----------------------------
ADJUSTED NET INCOME $ 893 $ 892 .1
============================
</TABLE>
OPERATING REVENUES
Local Services Revenues
Local service revenues are earned by our operating telephone subsidiaries from
the provision of local exchange, local private line, public telephone (pay
phone) and value-added services. Value-added services are a family of services
that expand the utilization of the network. These services include products such
as Caller ID, Call Waiting and Return Call.
Growth in local service revenues of $180 million or 5.2% in the first quarter of
2000 was spurred by higher usage of our network facilities. This growth was
generated, in part, by an increase in access lines in service of 2.5% from
March 31, 1999. We had 43,142,000 switched access lines in service at March 31,
2000, compared to 42,097,000 switched access lines in service at March 31, 1999.
Strong customer demand and usage of our data transport and digital services, as
well as our value-added and national directory assistance services also
contributed to revenue growth in the first quarter of 2000. In addition, the
growth in local service revenues was attributable, in part, to the reversal of
an accrual as a result of a favorable resolution of a state regulatory matter.
In the first quarter of 2000, local service revenue growth was partially offset
by effect of resold access lines and the provision of unbundled network elements
to competitive local exchange carriers. Lower revenues from our pay phone
services due to the increasing popularity of wireless communications further
reduced revenues in the first quarter of 2000.
14
<PAGE>
- --------------------------------------------------------------------------------
Domestic Telecom - continued
- --------------------------------------------------------------------------------
Network Access Services
Network access services revenues are earned from end-user subscribers and from
long distance and other competing carriers who use our local exchange facilities
to provide usage services to their customers. Switched access revenues are
derived from fixed and usage-based charges paid by carriers for access to our
local network. Special access revenues originate from carriers and end-users
that buy dedicated local exchange capacity to support their private networks.
End-user access revenues are earned from our customers and from resellers who
purchase dial-tone services.
Our network access services revenues grew $97 million or 5.0% in the first
quarter of 2000, as compared to the same period in 1999. This growth was mainly
attributable to higher customer demand, as reflected by growth in access minutes
of use of 4.4% from the first quarter of 1999. Volume growth also reflects a
continuing expansion of the business market, particularly for high-capacity
services. In the first three months of 2000, demand for special access services
was robust, reflecting a greater utilization of the network. Higher network
usage by alternative providers of intraLATA toll services and higher end-user
revenues attributable to an increase in access lines in service also contributed
to revenue growth in the first quarter of 2000.
In the first quarter of 2000, network access revenues included approximately $30
million received from customers for the recovery of local number portability
(LNP) costs. LNP allows customers to change local exchange carriers while
maintaining their existing telephone numbers. In December 1998, the Federal
Communications Commission (FCC) issued an order permitting us to recover costs
incurred for LNP in the form of monthly end-user charges for a five-year period
beginning in March 1999.
Volume-related growth was largely offset by price reductions associated with
federal and state price cap filings and other regulatory decisions. State public
utility commissions regulate our operating telephone subsidiaries with respect
to certain intrastate rates and services and certain other matters. State rate
reductions on access services were approximately $22 million in the first three
months of 2000, compared to $37 million in first three months of 1999.
The FCC regulates the rates that we charge long distance carriers and end-user
subscribers for interstate access services. We are required to file new access
rates with the FCC each year. In July 1999, we implemented interstate price
decreases of approximately $235 million on an annual basis in connection with
the FCC's Price Cap Plan. The rates included in our July 1999 filing will be in
effect through June 2000. Interstate price decreases were $175 million on an
annual basis for the period July 1998 through June 1999. The rates include
amounts necessary to recover our operating telephone subsidiaries' contributions
to the FCC's universal service fund and are subject to adjustment every quarter
due to potential increases or decreases in our contributions to the fund. The
subsidiaries' contributions to the universal service fund are included in Other
Operating Expenses. As a result of a U.S. Court of Appeals decision last year,
our contributions to the universal service fund were reduced by approximately
$107 million annually beginning November 1, 1999, and our interstate access
rates were reduced accordingly because we will no longer have to recover these
contributions in our rates.
Long Distance Services
Long distance service revenues are earned primarily from calls made to points
outside a customer's local calling area, but within the service area of our
operating telephone subsidiaries (intraLATA toll). IntraLATA toll calls
originate and terminate within the same LATA, but generally cover a greater
distance than a local call. These services are regulated by state regulatory
commissions, except where they cross state lines. Other long distance services
that we provide include 800 services, Wide Area Telephone Service (WATS),
corridor services and long distance services outside of our region. In January
2000, we began offering interLATA long distance service in the State of New
York.
The decline in long distance service revenues of $19 million or 4.0% in the
first quarter of 2000 was principally caused by the competitive effects of
presubscription, which enables customers to make intraLATA toll calls using a
competing carrier without having to dial an access code. The negative effect of
presubscription was partially mitigated by increased network access services
revenues for usage of our network by alternative providers. In response to
presubscription, we have implemented customer win-back and retention initiatives
that include toll calling discount packages and product bundling offers.
These revenue reductions were partially offset by revenues earned from our
interLATA long distance services introduced in New York in the first quarter of
2000 and from higher calling volumes attributable to access line growth.
15
<PAGE>
- --------------------------------------------------------------------------------
Domestic Telecom - continued
- --------------------------------------------------------------------------------
Ancillary Services
Our ancillary services include such services as billing and collections for long
distance carriers, collocation and usage of separately priced (unbundled)
components of our network by competitive local exchange carriers, data solutions
and systems integration, voice messaging, Internet access, customer premises
equipment and wiring and maintenance services.
In the first quarter of 2000, we recognized lower ancillary service revenues of
$4 million or 0.7% less than the corresponding period last year. The decline
was principally due to an accrual for state regulatory matters and from lower
billing and collection revenues. These revenue reductions were substantially
offset by higher payments received from competitive local exchange carriers for
interconnection of their network with our network and for the purchase of
unbundled network elements. We also recognized higher revenues from our voice
messaging, data solutions and systems integration services.
OPERATING EXPENSES
Employee Costs
Employee costs, which consist of salaries, wages and other employee
compensation, employee benefits and payroll taxes, decreased in the first
quarter of 2000 by $27 million or 1.5%, as compared to the same period in 1999.
This expense reduction was largely attributable to lower pension and benefit
costs, chiefly due to favorable pension plan investment returns and changes in
actuarial assumptions. These factors were partially offset by changes in
certain plan provisions, including a previously reported amendment to our
management cash balance plan and a special lump sum pension payment to
management and associate retirees.
Lower pension and benefit costs were partially offset by the effect of higher
work force levels, higher overtime payments, and salary and wage increases for
management and associate employees.
Depreciation and Amortization
Depreciation and amortization expense increased $81 million or 6.1% in the first
three months of 2000 principally due to growth in depreciable telephone plant
and changes in the mix of plant assets. The growth in telephone plant was
largely attributable to increased capital expenditures for software and hardware
to support the expansion of our network. These expense increases were partially
offset by the effect of lower rates of depreciation.
Other Operating Expenses
The increase in other operating expenses of $171 million or 10.6% in the first
three months of 2000 was due, in part, to higher costs associated with entering
new businesses, such as long distance and data services. Higher interconnection
and related costs associated with reciprocal compensation arrangements with
competitive local exchange carriers and other carriers to terminate calls on
their networks further contributed to the expense increase in the first quarter
of 2000. In addition, the growth in other operating expenses was partially
attributable to the effect of a reversal in 1999 of an accrual for a tax-related
matter. These factors were partially offset by lower costs in the first quarter
of 2000 for taxes other than income and Year 2000 readiness.
16
<PAGE>
- --------------------------------------------------------------------------------
Global Wireless
- --------------------------------------------------------------------------------
Our Global Wireless segment provides wireless telecommunications services to
customers in 24 states in the United States and includes foreign wireless
investments servicing customers in Latin America, Europe and the Pacific Rim.
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 % Change
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
RESULTS OF OPERATIONS
OPERATING REVENUES
Wireless services $1,298 $ 994 30.6%
--------------------------
OPERATING EXPENSES
Employee costs 206 138 49.3
Depreciation and amortization 193 158 22.2
Other operating expenses 684 547 25.0
--------------------------
1,083 843 28.5
--------------------------
OPERATING INCOME $ 215 $ 151 42.4
==========================
INCOME (LOSS) FROM UNCONSOLIDATED $ 25 $ (5) --
BUSINESSES
--------------------------
NET INCOME $ 93 $ 56 66.1
--------------------------
</TABLE>
In December 1999, our domestic wireless subsidiary, Bell Atlantic Mobile (BAM),
completed the acquisition of Frontier Corporation's (Frontier) interests in
wireless properties doing business under the Frontier Cellular name. This
acquisition increased BAM's ownership in Frontier from 50% to 100%. As a
result, we changed the accounting for our Frontier Cellular investment from the
equity method to full consolidation.
OPERATING REVENUES
First quarter 2000 revenues earned from our consolidated wireless businesses
grew by $304 million or 30.6%, as compared to the same period in 1999. This
growth was largely attributable to BAM, which contributed $262 million to
revenue growth in the first quarter of 2000. Increased usage and customer
additions, including the Frontier Cellular acquisition, principally drove this
growth. Our domestic cellular customer base grew 24.8% in the first three
months of 2000 and total revenue per subscriber was $49.85 in the three month
period ended March 31, 2000, compared to $48.03 in the corresponding period in
1999. Revenues from Iusacell S.A. de C.V. (Iusacell), our Mexican wireless
investment, grew $43 million or nearly 50% during the first three months of
2000, principally as a result of strong subscriber growth and new pricing plans.
OPERATING EXPENSES
Employee Costs
Employee costs at our wireless subsidiaries increased by $68 million or 49.3% in
the first three months of 2000, compared to the same period in 1999, principally
as a result of higher work force levels at BAM and the effect of the Frontier
Cellular acquisition. Employee costs at Iusacell increased slightly in the
first quarter of 2000, compared to the same period in 1999, primarily due to
salary and wage increases.
Depreciation and Amortization
Depreciation and amortization expense increased by $35 million or 22.2% in the
first three months of 2000, compared to the same period in 1999. This increase
was mainly attributable to growth in depreciable cellular plant at BAM and
Iusacell. These increases were chiefly due to higher capital expenditures to
support the increasing demand for wireless services in both the domestic and
international markets. The effect of the Frontier Cellular acquisition also
contributed to higher depreciation and amortization expense in the first quarter
of 2000.
Other Operating Expenses
In the first quarter of 2000, other operating expenses at our Global Wireless
subsidiaries increased by $137 million or 25.0%. This expense increase was
primarily attributable to the effect of the Frontier Cellular acquisition and
increased service costs at our BAM operations due to the growth in BAM's
subscriber base, including additional costs of equipment, higher sales
commissions and higher roaming payments to wireless carriers. Higher service
costs at our Iusacell subsidiary also contributed to expense growth in the first
three months of 2000, but to a lesser extent.
17
<PAGE>
- --------------------------------------------------------------------------------
Global Wireless - continued
- --------------------------------------------------------------------------------
INCOME (LOSS) FROM UNCONSOLIDATED BUSINESSES
In the first quarter of 2000, the increase in equity income from unconsolidated
businesses was principally due to improved operating results from our
investments in Omnitel Pronto Italia S.p.A. (Omnitel), an international wireless
investment in Italy. Omnitel's results were fueled by strong subscriber growth
and included the effect of increased goodwill amortization as a result of
increases in our economic ownership in Omnitel in 1999 and 1998. Our
investments in PrimeCo Personal Communications, L.P. (PrimeCo), a personal
communications services (PCS) joint venture and EuroTel Praha in the Czech
Republic also reported improved operating results in the first quarter of 2000.
- --------------------------------------------------------------------------------
Directory
- --------------------------------------------------------------------------------
Our Directory segment consists of our domestic and international publishing
businesses, including print directories and Internet-based shopping guides as
well as website creation and other electronic commerce services. This segment
has operations principally in the United States and Central Europe.
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 % Change
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
RESULTS OF OPERATIONS
OPERATING REVENUES
Directory services $ 570 $ 553 3.1%
----------------------------
OPERATING EXPENSES
Employee costs 84 80 5.0
Depreciation and amortization 9 9 --
Other operating expenses 192 190 1.1
----------------------------
285 279 2.2
----------------------------
OPERATING INCOME $ 285 $ 274 4.0
============================
NET INCOME $ 168 $ 162 3.7
</TABLE>
OPERATING REVENUES
Operating revenues from our Directory segment improved by $17 million or 3.1% in
the first quarter of 2000, as compared to the same period in 1999. This revenue
growth was principally due to higher business volumes, including revenue from
new Internet-based shopping directory and electronic commerce services.
Increased prices also contributed to revenue growth in the first quarter of
2000, but to a lesser extent.
OPERATING EXPENSES
First quarter 2000 total operating expenses increased $6 million or 2.2% over
the corresponding period in 1999, driven principally by increased employee costs
due to salary and wage increases.
18
<PAGE>
- --------------------------------------------------------------------------------
Other Businesses
- --------------------------------------------------------------------------------
Our Other Businesses segment includes international wireline telecommunications
investments in Europe and the Pacific Rim and lease financing and all other
businesses.
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
RESULTS OF OPERATIONS
OPERATING REVENUES
Other services $ 27 $ 35 (22.9)%
----------------------------
OPERATING EXPENSES
Employee costs 1 3 (66.7)
Depreciation and amortization -- -- --
Other operating expenses 18 24 (25.0)
----------------------------
19 27 (29.6)
----------------------------
OPERATING INCOME $ 8 $ 8 --
============================
INCOME FROM UNCONSOLIDATED BUSINESSES $ 23 $ 27 (14.8)
NET INCOME $ 36 $ 39 (7.7)
</TABLE>
OPERATING RESULTS
Operating income results from our Other Businesses were unchanged in the first
quarter of 2000, as compared to the corresponding period in 1999. The
components of operating income reflect slightly higher operating income growth
at our lease financing business, offset by lower operating income at certain
non-strategic businesses.
Income from unconsolidated businesses declined by $4 million or 14.8% in the
first quarter of 2000, primarily as a result of higher equity losses from our
international wireline investment in CWC. These equity losses were partially
offset by improved equity results from our investment in Fiberoptic Link Around
the Globe (FLAG), which owns an undersea fiberoptic cable system, providing
digital communications links between Europe and Asia, and from our investment in
BayanTel, a Philippines-based telecommunications company.
19
<PAGE>
- --------------------------------------------------------------------------------
NONOPERATING ITEMS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST EXPENSE
Interest expense from continuing operations $ 370 $ 315 17.5%
Capitalized interest costs 32 21 52.4
-------------------------
Total interest costs on debt balances $ 402 $ 336 19.6
=========================
Average debt outstanding $23,898 $20,096 18.9
Effective interest rate 6.7% 6.7%
</TABLE>
Our interest cost on debt balances was higher in the first quarter of 2000
principally due to higher average debt outstanding during the first three months
of 2000, as compared to the same period in 1999. Capitalized interest costs
were higher in the first quarter of 2000 due to a higher level of plant under
construction at our operating telephone subsidiaries.
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
OTHER INCOME AND (EXPENSE), NET
Minority interest $ (16) $ (22) 27.3%
Foreign currency gains, net 11 18 (38.9)
Interest income 46 12 --
Other, net 14 11 27.3
------------------------
Total $ 55 $ 19 --
========================
</TABLE>
The change in other income and expense in the first quarter of 2000, as compared
to the same period in 1999, was due to changes in several components, as shown
in the table above. In the first quarter of 2000, we recognized lower minority
interest expense principally attributable to our Iusacell investment. The
reduction in foreign exchange gains was largely attributable to our Iusacell
subsidiary which uses the Mexican peso as its functional currency, but issues
U.S. dollar denominated debt.
We recorded additional interest income in the first quarter of 2000 in
connection with the settlement of a tax-related matter and higher levels of
short-term investments.
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
EFFECTIVE INCOME TAX RATES 38.5% 37.1%
</TABLE>
The effective income tax rate is the provision for income taxes as a percentage
of income before the provision for income taxes. The increase in the effective
income tax rate for the first quarter of 2000 was largely attributable to the
loss on the mark-to-market adjustment for exchangeable notes for which there was
no state tax benefit provided. This factor was partially offset by a tax
benefit associated with the contribution of appreciated property to the Bell
Atlantic Foundation.
20
<PAGE>
- --------------------------------------------------------------------------------
CONSOLIDATED FINANCIAL CONDITION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31,
2000 1999 $ Change
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM (USED IN)
Operating activities $ 3,116 $ 2,486 $ 630
Investing activities (3,898) (998) (2,900)
Financing activities 45 (1,357) 1,402
-----------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (737) $ 131 $ (868)
===================================
</TABLE>
We use the net cash generated from our operations and from external financing to
fund capital expenditures for network expansion and modernization, pay
dividends, and invest in new businesses. While current liabilities exceeded
current assets at March 31, 2000 and 1999 and December 31, 1999, our sources of
funds, primarily from operations and, to the extent necessary, from readily
available external financing arrangements, are sufficient to meet ongoing
operating and investing requirements. We expect that presently foreseeable
capital requirements will continue to be financed primarily through internally
generated funds. Additional debt or equity financing may be needed to fund
additional development activities or to maintain our capital structure to ensure
our financial flexibility.
- --------------------------------------------------------------------------------
Cash Flows From Operating Activities
- --------------------------------------------------------------------------------
Our primary source of funds continued to be cash generated from operations. The
increase in cash from operations primarily reflects improved operating income
and timing differences in the payment of accounts payable and accrued
liabilities.
- --------------------------------------------------------------------------------
Cash Flows Used In Investing Activities
- --------------------------------------------------------------------------------
Capital expenditures continued to be our primary use of capital resources. We
invested $1,770 million in the first quarter of 2000, compared to $1,444 million
in the first quarter of 1999 in our Domestic Telecom business to facilitate the
introduction of new products and services, enhance responsiveness to competitive
challenges and increase the operating efficiency and productivity of the
network. We also invested approximately $385 million of capital expenditures in
our Wireless, Directory and Other Businesses in the first quarter of 2000,
compared to $267 million during the same period last year. We expect capital
expenditures in 2000 to be in the range of $8.9 billion to $9.2 billion.
We invested $1,038 million in unconsolidated businesses during the first quarter
of 2000, including approximately $715 million in Metromedia Fiber Network, Inc.
(MFN), $205 million in wireless properties, $96 million in PrimeCo and $22
million in leasing and other partnerships. In the first quarter of 1999, we
invested $106 million principally in PrimeCo to fund the build-out and
operations of its PCS network.
During the first quarter of 2000, we also invested $975 million in subordinated
convertible notes of MFN. You should read Note 3 to the condensed consolidated
financial statements for additional information on our relationship with MFN.
In the first quarter of 1999, we received cash proceeds of $612 million in
connection with the disposition of our remaining investment in Viacom.
- --------------------------------------------------------------------------------
Cash Flows Used In Financing Activities
- --------------------------------------------------------------------------------
As in prior quarters, dividend payments were a significant use of capital
resources. We determine the appropriateness of the level of our dividend
payments on a periodic basis by considering such factors as long-term growth
opportunities, internal cash requirements, and the expectations of our
shareowners. In the first quarters of 2000 and 1999, we announced a quarterly
cash dividend of $.385 per share.
The increase in our total debt (including capital lease obligations) from
December 31, 1999 of $2,043 million was primarily due to the mark-to-market
adjustment for the CWC exchangeable notes, the purchase of shares in connection
with a stock buyback program and to fund capital expenditures. Our debt ratio
was 61.0% as of March 31, 2000, compared to 59.7% as of March 31, 1999 and 60.1%
as of December 31, 1999.
21
<PAGE>
As of March 31, 2000, we had in excess of $3.8 billion of unused bank lines of
credit and $336 million in bank borrowings outstanding. As of March 31, 2000,
our operating telephone subsidiaries had shelf registrations for the issuance of
up to $2.0 billion of unsecured debt securities. In March 2000, our wholly owned
financing subsidiary, Bell Atlantic Financial Services, Inc. (FSI), issued $893
million of medium term notes, the proceeds of which were used to pay down short-
term debt. The medium term notes have the benefit of a support agreement between
FSI and Bell Atlantic. The debt securities of our telephone and financing
subsidiaries continue to be accorded high ratings by primary rating agencies.
After the announcement of the Bell Atlantic-GTE merger, the rating agencies
placed the ratings of certain of our subsidiaries under review for potential
downgrade.
We also have a $2.0 billion Euro Medium Term Note Program, under which we may
issue notes that are not registered with the Securities and Exchange Commission.
The notes may be issued from time to time by our subsidiary, Bell Atlantic
Global Funding, Inc. (BAGF), and will have the benefit of a support agreement
between BAGF and Bell Atlantic. There have been no notes issued under this
program.
In March 1999, we received cash proceeds of $380 million from a financing
transaction involving cellular assets between BAM and Crown Castle International
Corporation.
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Increase (Decrease) in Cash and Cash Equivalents
- --------------------------------------------------------------------------------
Our cash and cash equivalents at March 31, 2000 totaled $360 million, a decrease
of $737 million over December 31, 1999. This decrease was primarily attributable
to the use of cash from operations to fund the MFN investments. You should read
Note 3 to the condensed consolidated financial statements for additional
information on the MFN agreement.
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MARKET RISK
- --------------------------------------------------------------------------------
We are exposed to various types of market risk in the normal course of our
business, including the impact of interest rate changes, foreign currency
exchange rate fluctuations, changes in equity investment prices and changes in
corporate tax rates. We employ risk management strategies using a variety of
derivatives including interest rate swap agreements, interest rate caps and
floors, foreign currency forwards and options and basis swap agreements. We do
not hold derivatives for trading purposes.
It is our policy to enter into interest rate, foreign currency and other
derivative transactions only to the extent necessary to achieve our desired
objectives in limiting our exposures to the various market risks. Our objectives
include maintaining a mix of fixed and variable rate debt to lower borrowing
costs within reasonable risk parameters, hedging the value of certain
international investments, and protecting against earnings and cash flow
volatility resulting from changes in foreign exchange rates. We do not hedge our
market risk exposure in a manner that would completely eliminate the effect of
changes in interest rates, equity prices and foreign exchange rates on our
earnings. While we do not expect that our liquidity and cash flows will be
materially affected by these risk management strategies, our net income may be
materially affected by certain market risk associated with the exchangeable
notes discussed below.
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Exchangeable Notes
- --------------------------------------------------------------------------------
In 1998, we issued exchangeable notes as described in Note 6 to the condensed
consolidated financial statements and discussed earlier under "Mark-to-Market
Adjustment for Exchangeable Notes." These financial instruments expose us to
market risk, including:
. Equity price risk, because the notes are exchangeable into shares that are
traded on the open market and routinely fluctuate in value.
. Interest rate risk, because the notes carry fixed interest rates.
. Foreign exchange rate risk, because the notes are exchangeable into shares
that are denominated in a foreign currency.
22
<PAGE>
Periodically equity price and/or foreign exchange rate movements may require us
to mark to market the exchangeable note liability to reflect the increase in the
current share price over the established exchange price, resulting in a charge
to income.
The following sensitivity analysis measures the effect on earnings and financial
condition due to changes in the underlying share prices of the TCNZ and CWC
stock.
. At March 31, 2000, the exchange price for the TCNZ shares (expressed as
American Depositary Receipts) was $44.93 and the exchange price for the CWC
shares (expressed as American Depositary Shares) was $58.18.
. For each $1.00 increase in value of the TCNZ shares or the CWC shares above
the exchange price, our earnings would be reduced by approximately $55
million or $56 million, respectively. A subsequent decrease in value of the
TCNZ shares or the CWC shares would correspondingly increase earnings, but
not to exceed the amount of any previous reductions in earnings. Our
earnings are not affected so long as the TCNZ and CWC share prices remain
at or below their exchange prices.
. Our cash flows would not be affected by mark-to-market activity relating to
the exchangeable notes.
. If we decide to deliver shares in exchange for the notes, the exchangeable
note liability (including any mark-to-market adjustments) will be
eliminated and the investment will be reduced by the book value of the
related number of shares delivered. Upon settlement, the excess of the
liability over the book value of the related shares delivered will be
recorded as a gain. We also have the option to settle these liabilities
with cash upon exchange.
A proposed restructuring of CWC would change the securities to be delivered upon
exchange of the CWC exchangeable notes. Under this restructuring, we would
receive shares in the two acquiring companies in exchange for our CWC shares.
- --------------------------------------------------------------------------------
Equity Risk
- --------------------------------------------------------------------------------
We also have equity price risk associated with our investments, primarily in
common stocks and convertible debt securities that are carried at their fair
value. The value of these investments is subject to changes in the market
prices of the securities.
Investments recorded at their fair value totaled $5,093 million at March 31,
2000 and $2,296 million at December 31, 1999. The increase from December 31,
1999 was primarily due to our purchase of common stock and subordinated
convertible debt securities of MFN. See Note 3 to the condensed consolidated
financial statements for a further description of the MFN transaction.
A sensitivity analysis of our investments recorded at their fair value indicated
that a 10% increase or decrease in the fair value of these securities would
result in a $509 million increase or decrease in the fair value of the
investments. A change in fair value, net of income taxes, would be recognized
in Accumulated Other Comprehensive Income (Loss) in our statement of changes in
shareowners' investment.
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OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS
- --------------------------------------------------------------------------------
Proposed Bell Atlantic - GTE Merger
- --------------------------------------------------------------------------------
Bell Atlantic and GTE Corporation have announced a proposed merger of equals
under a definitive merger agreement dated as of July 27, 1998. Under the terms
of the agreement, GTE shareholders will receive 1.22 shares of Bell Atlantic
common stock for each share of GTE common stock that they own. Bell Atlantic
shareholders will continue to own their existing shares after the merger.
We expect the merger to qualify as a pooling of interests, which means that for
accounting and financial reporting purposes the companies will be treated as if
they had always been combined. At annual meetings held in May 1999, the
shareholders of each company approved the merger. The completion of the merger
is subject to a number of conditions, including certain regulatory approvals
(all of which have been obtained except that of the Federal Communications
Commission) and receipt of opinions that the merger will be tax-free.
We are targeting completion of the merger in the second quarter of 2000. In
April 2000, we announced that the combined company will be called Verizon
Communications.
Future operating revenues, expenses and net income of the combined company may
not follow the same historical trends, or reflect the same dependence on
economic and competitive factors, as presented above in our discussion of our
own historical results of operations and financial condition. You should refer
to our Current Report on Form 8-K dated April 17, 2000, as amended by a
Form 8-K/A dated May 11, 2000, for unaudited pro forma financial information for
the period ended December 31, 1999.
23
<PAGE>
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Recent Developments
- --------------------------------------------------------------------------------
VERIZON WIRELESS
On April 3, 2000, we and Vodafone AirTouch plc (Vodafone AirTouch) consummated
our previously announced agreement to combine our U.S. wireless assets.
Vodafone AirTouch contributed its U.S. wireless assets (including its 50%
ownership of PrimeCo Personal Communications, L.P.) and approximately $4 billion
of liabilities to an existing Bell Atlantic partnership (Cellco Partnership, now
doing business as Verizon Wireless) in exchange for a 65.1% interest in Verizon
Wireless, and we retained a 34.9% interest. It is anticipated that, upon
completion of our merger with GTE, the combined company will contribute its
interest in the U.S. wireless assets of GTE and increase its interest in Verizon
Wireless to 55%. We have announced that we are planning an initial public
offering of part of Verizon Wireless later this year.
We will account for this transaction as a purchase method business combination.
For accounting purposes, we will consolidate the Verizon Wireless operations
because we control its operating and financial policies. Vodafone AirTouch has
the right to require Verizon Wireless and us to purchase up to $20 billion of
its interest in Verizon Wireless in several stages between 2003 and 2007.
You should refer to our Current Report on Form 8-K dated April 17, 2000, as
amended by a Form 8-K/A dated May 11, 2000, for unaudited pro forma financial
information relating to the Verizon Wireless transaction for the period ended
December 31, 1999.
FCC REGULATION AND INTERSTATE RATES
Price Caps
As previously reported, in May 1999, the U.S. Court of Appeals reversed the FCC
order that adopted the current 6.5% productivity factor applied to interstate
access rates, but granted the FCC a stay of its order until April 1, 2000. The
Court has further extended the stay until June 30, 2000 to allow the FCC time to
consider an industry proposal to further restructure access rates.
STATE REGULATION
Pennsylvania
On September 30, 1999, the Pennsylvania Public Utility Commission (PUC) issued a
final decision in its "Global" proceeding on telecommunications competition
matters. The decision proposes to require our operating telephone subsidiary in
Pennsylvania, Bell Atlantic - Pennsylvania, to split into separate retail and
wholesale corporations. It proposes reductions in access charges applicable to
services provided to interexchange carriers and in both unbundled network
element rates and wholesale rates applicable to services and facilities provided
to competitive local exchange carriers. It requires Bell Atlantic -
Pennsylvania to provide combinations of unbundled network elements beyond those
required by the FCC. It reclassifies certain business services as
"competitive," but restricts the pricing freedom that such classification is
supposed to give Bell Atlantic - Pennsylvania. It sets a schedule of
prerequisites for state endorsement of a Bell Atlantic - Pennsylvania
application to the FCC for permission to offer in-region long distance service
under Section 271 of the Telecommunications Act of 1996 (1996 Act) that are
likely to delay that endorsement. Bell Atlantic - Pennsylvania has challenged
the lawfulness of this order in the Pennsylvania Supreme Court, the Commonwealth
Court of Pennsylvania and the Federal District Court.
On January 18, 2000, Bell Atlantic - Pennsylvania and fourteen other parties
submitted to the PUC a Joint Petition for Settlement to resolve the appeals from
the Global Order. If approved by the PUC, the settlement would eliminate the
wholesale/retail separate subsidiary requirement and replace it with a
requirement to establish an advanced services affiliate. The settlement would
also expedite the process to obtain state endorsement of any Bell Atlantic -
Pennsylvania application to the FCC for permission to offer long distance
service. On February 2, 2000, the Commonwealth Court denied the PUC's request
to consider the settlement and set an expedited briefing schedule for the
appeals. On February 22, 2000, the PUC and Bell Atlantic - Pennsylvania
appealed this determination to the Pennsylvania Supreme Court and on April 28,
2000, the Pennsylvania Supreme Court denied the appeal. The Commonwealth Court
will hear oral arguments on appeals of the Global Order on May 17, 2000.
Pending the outcome of the appeals, the PUC has reinstated proceedings to
consider the structural separation aspect of its Global Order and has invited
Bell Atlantic - Pennsylvania to submit alternative proposals.
24
<PAGE>
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OTHER MATTERS
- --------------------------------------------------------------------------------
Recent Accounting Pronouncements
- --------------------------------------------------------------------------------
FASB Accounting Standard - Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on our balance sheet. Changes in the fair values of derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments.
The FASB amended this pronouncement in June 1999 to defer the effective date of
SFAS No. 133 for one year. We must adopt SFAS No. 133 no later than January 1,
2001. On March 3, 2000, the FASB issued a Proposed SFAS, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," which would
amend SFAS No. 133. The proposed amendments address certain implementation
issues and relate to such matters as the normal purchases and normal sales
exception, the definition of interest rate risk, hedging recognized foreign-
currency-denominated debt instruments, and intercompany derivatives.
We are currently evaluating the provisions of SFAS No. 133 and the proposed
amendments. The impact of adoption will be determined by several factors,
including the specific hedging instruments in place and their relationships to
hedged items, as well as market conditions at the date of adoption.
FASB Interpretation - Stock Compensation
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation." Interpretation No. 44 was issued in
order to clarify certain issues arising from Accounting Principles Board (APB)
Opinion No. 25 "Accounting for Stock Issued to Employees," which was previously
issued in October 1972. Interpretation No. 44 is effective July 1, 2000, but
certain conclusions cover specific events that occur either after December 15,
1998 or January 12, 2000.
The main issues addressed by Interpretation No. 44 are: (a) the definition of an
employee for purposes of applying APB Opinion No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
We do not expect that Interpretation No. 44 will have a material impact on our
results of operations or financial position.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which currently must be adopted
by June 30, 2000. SAB No. 101 provides additional guidance on revenue
recognition, as well as criteria for when revenue is generally realized and
earned, and also requires the deferral of incremental direct selling costs. We
are currently assessing the impact of SAB No. 101 on our results of operations
and financial position.
25
<PAGE>
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
- --------------------------------------------------------------------------------
In this Management's Discussion and Analysis, and elsewhere in this Quarterly
Report, we have made forward-looking statements. These statements are based on
our estimates and assumptions and are subject to risks and uncertainties.
Forward-looking statements include the information concerning our possible or
assumed future results of operations. Forward-looking statements also include
those preceded or followed by the words "anticipates," "believes," "estimates,"
"hopes" or similar expressions. For those statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
The following important factors, along with those discussed elsewhere in this
Quarterly Report, could affect future results and could cause those results to
differ materially from those expressed in the forward-looking statements:
. materially adverse changes in economic conditions in the markets served by
us or by companies in which we have substantial investments;
. material changes in available technology;
. the final outcome of federal, state, and local regulatory initiatives and
proceedings, including arbitration proceedings, and judicial review of
those initiatives and proceedings, pertaining to, among other matters, the
terms of interconnection, access charges, universal service, and unbundled
network element and resale rates;
. the extent, timing, success, and overall effects of competition from others
in the local telephone and toll service markets;
. the timing and profitability of our entry into the in-region long distance
market;
. the timing of, and regulatory or other conditions associated with, the
completion of the merger with GTE and our ability to combine operations and
obtain revenue enhancements and cost savings following the merger; and
. the ability of Verizon Wireless to combine operations and obtain revenue
enhancements and cost savings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------------------
Information relating to market risk is included in Item 2, Management's
Discussion and Analysis of Financial Condition and Results of Operations, in the
Financial Condition section under the caption "Market Risk."
26
<PAGE>
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Part II - Other Information
- --------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K
- --------------------------------------------------------------------------------
(a) Exhibits:
Exhibit
Number
------
10 Bell Atlantic 1985 Incentive Stock Option Plan, restated as of
May 1, 2000, to incorporate amendments adopted through April 30,
2000.
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K filed during the quarter ended March 31, 2000:
A Current Report on Form 8-K, dated January 24, 2000, was filed regarding
our 1999 financial results.
A Current Report on Form 8-K, dated February 15, 2000, was filed reporting
unaudited pro forma combined condensed financial statements for Bell
Atlantic Corporation and GTE Corporation for the nine-month period ended
September 30, 1999.
A Current Report on Form 8-K, dated March 1, 2000, was filed regarding a
new share buyback program.
27
<PAGE>
Signatures
- --------------------------------------------------------------------------------
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 thereunto duly authorized.
BELL ATLANTIC CORPORATION
Date: May 12, 2000 By /s/ Doreen A. Toben
------------------------------------
Doreen A. Toben
Vice President - Controller
(Principal Accounting Officer)
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 10, 2000.
28
<PAGE>
Exhibit Index
-------------
Exhibit
Number
- ------
10 Bell Atlantic 1985 Incentive Stock Option Plan, restated as of May 1,
2000, to incorporate amendments adopted through April 30, 2000
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
<PAGE>
EXHIBIT 10
BELL ATLANTIC
1985 INCENTIVE STOCK OPTION PLAN
Re-adopted by the Committee on January 24, 1994 and March 23, 1999
Re-approved by Shareholders of the Company on April 29, 1994 and May 19, 1999
Restated as of May 1, 2000, to incorporate amendments adopted
through April 30, 2000
Section 1. Purpose. The Bell Atlantic 1985 Incentive Stock Option Plan (the
"Plan") is intended to provide key employees of Bell Atlantic Corporation (the
"Company") and its subsidiaries an opportunity to acquire common stock of the
Company. The Plan is expected to help the Company and its subsidiaries attract,
retain, and motivate key employees to work for the success of the Company and
its subsidiaries. With the exception of options granted under section 6 of the
Plan, options granted under the Plan are intended to be incentive stock options
as defined in section 422(b) of the Internal Revenue of 1986 (the "Code").
Options granted under section 6 of the Plan are intended to be nonqualified
stock options.
Section 2. Administration.
(a) In General. The Plan shall be administered by the Human Resources
Committee of the Company's Board of Directors (the "Committee") and the Plan
Administrator (as hereafter defined). The Committee may delegate some or all of
its administrative responsibility under the Plan to one or more persons.
(b) Plan Administrator. The Executive Vice President - Human Resources of
the Company shall have the authority and responsibility to act as "Plan
Administrator" (as that term is used in this Plan), including, without
limitation, the authority and responsibility, with the advice of counsel, to do
the following: to distribute summary descriptions of the Plan; to enter into
stock option Agreements (as hereafter defined) on behalf of the Company; to
establish, modify and revoke, from time to time, terms, conditions and
administrative rules applicable to options which are consistent with the terms
and conditions established by the Committee pursuant to paragraph 2(c); to
maintain records of options granted and outstanding; and to administer
transactions in connection with the exercise of options by Optionees (as
hereafter defined). The Plan Administrator, with the advice of counsel, shall
have the authority to cause any outstanding incentive stock options to be
recharacterized as nonqualified stock options if and when so required in order
to comply with the requirements of applicable law. Moreover, the Plan
Administrator, with the advice of counsel, shall have the right to respond to
and decide any claims or appeals under the Plan and to interpret the Plan. In
the event of any such appeal, the action of the Plan Administrator shall be
final and binding.
(c) Committee. The Committee shall determine the key employees of the
Company and its subsidiaries to whom options may be granted under this Plan. The
Committee shall also establish the time at which options shall be granted under
the Plan, the number of shares for which these options shall be granted, the
time at which these options may be exercised, the conditions under which these
options may be exercised, and other terms and conditions it considers
appropriate for these options.
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 1
<PAGE>
(d) Agreements. Each stock option granted under the Plan will be evidenced
by a stock option agreement between the Company and the individual to whom the
option is granted ("Optionee") or by such other written documentation reciting
the date and number of options granted and their respective terms and conditions
as the Plan Administrator may distribute from time to time. Any such agreement
or other documentation, as it may be amended by the Plan Administrator from time
to time, is collectively referred to herein as an "Agreement".
(e) Liability. No member of the Committee may be held accountable for any
action taken under this Plan in good faith.
Section 3. Eligibility.
(a) In General. Options may be granted to key employees of either the
Company, any affiliate in which the Company holds a direct or indirect ownership
interest of 50 percent of more, or any company in which the Company holds an
ownership interest of less than 50 percent but which, in the discretion of the
Committee, is treated as a participating company in this Plan (collectively,
such companies shall be referred to as "Subsidiaries"); provided, however, that
only those employees who are employed by a Subsidiary which meets the definition
of a "Subsidiary Corporation" (as defined in section 424(f) of the Code) shall
be potentially eligible to receive a grant of "incentive stock options" (within
the meaning of Section 422 of the Code) under this Plan.
(b) Directors. Options may not be granted to any member of the board of
directors of the Company or its Subsidiaries unless any such director is also a
key employee of the Company or any of its Subsidiaries.
(c) Ten-Percent Shareholders. Incentive stock options may not be granted
under this Plan to shareholders of the Company or any of its Subsidiaries who
own more than ten percent of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, unless the special requirements
of paragraphs 5(a) and 5(c) relating to ten-percent shareholders are met.
(d) No Options for Committee. Options may not be granted under this Plan to
members of the Committee.
Section 4. Stock.
(a) Common Stock. Options may be granted under this Plan for shares of the
$0.10 par value common stock of the Company (the "Stock"). In the discretion of
the Treasurer of the Company, Stock distributed under this Plan may be
authorized but unissued shares or treasury shares; it may also be outstanding
shares acquired by the Company in the open market or elsewhere.
(b) Aggregate Share Limitation. The aggregate number of shares of Stock
(restated to take into account the stock splits of record on March 31, 1986,
April 10, 1990 and June 29, 1998) which may be distributed upon the exercise of
options under this Plan may not exceed 100 million shares, less the number of
shares (restated to take account of such splits) distributed under the Bell
Atlantic 1985 Performance Share Plan. The expiration or termination of an option
will not reduce the number of shares which may be distributed under this Plan;
but the exercise of
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 2
<PAGE>
a stock appreciation right and the cancellation of the related option shall
reduce the number of shares which may be distributed under this Plan by the
number of shares for which the canceled option was granted. For purposes of
determining whether the aggregate share limitation of this paragraph has been
exceeded, the total number of shares distributed under this Plan shall be
reduced by the number of shares tendered by key employees in Stock-for-Stock
Exercises (as defined in paragraph 5(d)) which occur after January 1, 1991.
(c) Individual Option Grant Limitation. In the absence of a Plan amendment
approved by the shareowners of the Company, the aggregate number of options to
purchase a class of stock of the Company which may be granted under this Plan to
any individual in any single calendar year shall be a number not greater than
one-half of one percent of the number of shares of that class of stock which are
issued and outstanding as of the first day of that calendar year.
(d) Reorganization of the Company. The limitation on the aggregate number
of shares that may be distributed or granted under this Plan may be adjusted in
accordance with section 8 of the Plan (relating to recapitalizations, etc., of
the Company).
Section 5. Terms and Conditions of Incentive Stock Options. Each incentive
stock option granted under the Plan will comply with the following conditions:
(a) Option Price. The option price of an incentive stock option will not be
less than the fair market value of the Stock at the time an option is granted.
However, in the case of an Optionee who owns more than ten percent of the total
combined voting power of all classes of stock of the Company or any of its
Subsidiaries, the option price will not be less than one-hundred-ten percent of
the fair market value of the Stock at the time the option is granted. The fair
market value of the Stock shall be the mean between the highest and lowest
selling prices of the Stock on the day an option is granted, as reported by the
New York Stock Exchange. However, if there are no sales on the day an option is
granted, the fair market value of the Stock shall be a weighted average of the
means between the highest and lowest selling prices of the Stock on the nearest
day before and the nearest day after the day the option is granted, as reported
by the New York Stock Exchange.
(b) Dollar Limitation. The aggregate fair market value (determined at the
time the option is granted) of the Stock with respect to which any such
incentive stock options are exercisable for the first time by the Optionee
during any calendar year shall not exceed $100,000. For purposes of the dollar
limitation under this paragraph 5(b), all incentive stock options which are
granted on or after January 1, 1987 by the Company or any of its Subsidiaries,
and which first become exercisable in the applicable year, shall be treated as
granted under this Plan and shall be subject to the aggregate fair market value
limit under this paragraph 5(b) for such year.
(c) Ten-Year Limitation. No incentive stock option may be exercised more
than ten years after it is granted. However, in the case of an Optionee who owns
more than ten percent of the combined voting power of all classes of stock of
the Company or any of its Subsidiaries, no incentive stock option may be
exercised more than five years after it is granted. Each Agreement must contain
this ten-year (or five-year) limitation. However, the Committee may grant
options which may only be exercised during a period of less than ten (or five)
years. In the case of any options which may only be exercised during a period of
less than ten (or five) years, each Agreement must contain this shorter
limitation.
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Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 3
<PAGE>
(d) Exercise of Options. The Committee will determine the time at which
incentive stock options may be exercised and the conditions under which
incentive stock options may be exercised. Any restrictions upon exercise of an
option will be contained in the Agreement. Subject to these limitations, if any,
options may be exercised in whole or in part. They may be exercised on any New
York Stock Exchange trading day until they expire. However, no option may be
exercised for fewer than 100 shares (or such other minimum number as may be
established by the Plan Administrator) unless fewer than 100 shares (or such
other number established by the Plan Administrator) are outstanding, and the
option is exhausted upon its exercise. When an option is exercised, and before
shares are transferred to an Optionee upon his or her exercise of the option,
the option price must be paid in full. In the discretion of the Committee, the
option price may be paid in cash, with Stock, or in any combination of cash and
Stock. If the option price may be paid other than in cash, then the Agreement or
other administrative guidelines will specify the acceptable methods of payment.
If the option price may be paid in Stock (a "Stock-for-Stock Exercise"), the
Optionee may tender Stock in accordance with rules established by the Plan
Administrator. An Optionee will not have any of the rights of a shareholder by
reason of an option until it is exercised. The Committee in its sole discretion
may accelerate the time at which options may be exercised when it is in the best
interests of the Company and its Subsidiaries to do so.
(e) Seriatim Exercise. [No longer applicable; rescinded.]
(f) Termination of Employment.
(i) In the case of any stock options which are not yet exercisable,
the remaining waiting period shall be waived, and a 90-day exercise period
shall commence, on the day following the effective date of either (1) an
Optionee's termination of employment under a company-initiated, voluntary
or involuntary, force management or force reduction program or initiative,
or (2) an Optionee's cessation of employment by Bell Atlantic or any
Subsidiary as a direct consequence of the sale of the business unit or
Subsidiary which then employs the Optionee; provided, however, that this
paragraph will not apply to an Optionee whose employment is terminated for
unsatisfactory performance, misconduct, or refusal to accept a reassignment
that involves no relocation or downgrade. In case of a termination or
cessation of employment as described in clause "(1)" or "(2)" of the prior
sentence, any outstanding stock options which are exercisable on the date
of such termination or cessation of employment shall remain exercisable
until the earlier of (a) the 90th day following the date of such
termination or cessation of employment, or (b) the tenth anniversary of the
date of grant. For a separation from service occurring between August 15,
1997 and December 31, 1999, and which is of a type described in clause
"(1)" or "(2)" of the first sentence of this paragraph, the period of five
years shall be substituted for the 90-day period referred to in the prior
two sentences, provided the Optionee executes and complies with a legal
release provided by the Plan Administrator. Nothing in this paragraph is
intended to cause the post-employment exercise period to be shorter than
may be provided for under any other applicable sections of this Plan, such
as those relating either to retirement, death or termination of employment
due to disability. For an Optionee who retires (within the meaning of
paragraph 5(g)), dies (as described in paragraph 5(h)), or separates from
service on account of disability (within the meaning of paragraph 5(i)),
the provisions of those respective paragraphs shall apply in lieu of the
provisions of this paragraph.
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Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 4
<PAGE>
(ii) Except as provided in paragraphs 5(j), 5(f)(i), 5(g) (relating to
retirement of an Optionee), 5(h) (relating to death of an Optionee), and
5(i) (relating to disability of an Optionee), no incentive stock option may
be exercised by an Optionee after termination of the employment
relationship between the Optionee and the Company, or between the Optionee
and a Subsidiary, as the case may be. In the case of an Optionee who is
transferred to the Company or to a Subsidiary, the termination of the
employment relationship shall not be deemed to occur until the first date
on which the Optionee is employed neither by the Company or a Subsidiary.
(g) Retirement. Except as provided in paragraph 5(j) or this paragraph
5(g), in the case of an Optionee who either:
(i) separates from service with a combination of age and years of
service (as calculated for retirement-eligibility purposes) that equals or
exceeds any of the following combinations:
Age equal to or greater than: Service equal to or greater than:
----------------------------- ---------------------------------
Any age 30 years
50 25 years
55 20 years
60 15 years
65 10 years, or
(ii) at the time of termination of employment satisfies such age and
service criteria for retirement as the Committee may have established, in
its discretion, on a case-by-case basis at the time of granting options to
said Optionee,
incentive stock options which are exercisable on the day of retirement may be
exercised during the remaining option term, but not more than five years after
the day of retirement. The Committee may, in its discretion, at the time of
granting options to some or all key employees, establish a permissible exercise
period following retirement which is shorter than the five-year period stated in
the previous sentence.
(h) Death. Except as provided in paragraph 5(j) or this paragraph 5(h), in
the case of the death of an Optionee while employed by the Company or a
Subsidiary, an incentive stock option may be exercised during the remaining
option term, but not more than one year after the day of death, by the person
entitled to exercise the option under the Optionee's will or under the laws of
descent and distribution. The Committee may, in its discretion, at the time of
granting options to some or all key employees, establish a permissible exercise
period following death which is shorter than the one-year period stated in the
previous sentence.
(i) Disability. Except as provided in paragraph 5(j) or this paragraph
5(i), in the case of an Optionee who separates from service due to disability,
upon expiration of short term disability benefits (as disability is defined
under the terms of the short term disability plan in which the Optionee
participates), incentive stock options which are exercisable on the date of such
separation for disability may be exercised during the remaining option term, but
not more than five years after the date of such separation for disability, and
options which are not exercisable on the date of such separation for disability
may never be exercised. The Committee may, in its discretion, at the time of
granting options to some or all key employees, establish a permissible
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 5
<PAGE>
exercise period following termination for disability which is shorter than the
five-year period stated in the previous sentence.
(j) Waiver of Limitations; Acceleration of Options. Upon an Optionee's
termination of employment, retirement, death, or disability, the Committee in
its sole discretion may waive the limitations on exercise of an incentive stock
option contained in paragraphs 5(f) through 5(i) when it is in the best
interests of the Company and its Subsidiaries to do so. Upon an Optionee's
termination of employment, retirement, death, or disability, the Committee may
also waive any requirements of paragraphs 5(d) and 5(l) that an incentive stock
option may not be exercised within a certain time of its grant when it is in the
best interests of the Company and its Subsidiaries to do so. However, the
Committee may not extend the period during which an incentive stock option could
otherwise be exercised.
(k) Transferability of Option. Except as provided in this paragraph 5(k),
no incentive stock option will be transferable. Upon the death of an Optionee,
an incentive stock option may be transferred as provided in paragraph 5(h)
(relating to death of an Optionee). Moreover, an Optionee may designate the
person or persons who may exercise and benefit from the option after the
Optionee's death. During an Optionee's lifetime, an incentive stock option may
only be exercised by the Optionee. Each Agreement will contain these
restrictions on transferability.
(l) No Exercise within One Year of Grant. Except as provided in this
paragraph 5(l) or in paragraph 5(f)(i), 8(b) or 6(b) of this Plan, no option
granted under the Plan may be exercised within one year of its grant. The
Committee may, in its discretion, waive this limitation in the case of any or
all options granted to any or all Optionees when it is in the best interests of
the Company and its Subsidiaries to do so. The Committee may grant options with
a period of more than one year from the date of grant to the date of exercise.
Section 6. Terms and Conditions of Nonqualified Options.
(a) General Provisions. Each nonqualified option granted under this Plan
shall be subject to all the terms and conditions of this Plan with the exception
of paragraph 5(b) (relating to the dollar limitation) and paragraph 5(c)
(relating to the ten-year limitation); provided, further, that paragraphs 5(d)
(relating to exercise of options) and 5(k) (relating to transferability) shall
apply to nonqualified options except as modified by paragraph 6(d) below. No
nonqualified stock option may be exercised more than ten years after it is
granted, except in the case of an Optionee who separates from service due to
disability as described in paragraph 5(i), in which case the nonqualified option
shall remain exercisable for (i) five years after the date of separation from
service for disability (without regard to the ten-year limitation), or (ii) such
shorter time limit as the Committee may, in its discretion, prescribe at the
time the option is granted. Each Agreement must contain these limitations on
exercise.
(b) Reload Options. Except as provided in paragraph 6(d)(ii), the Committee
may provide for the automatic granting of nonqualified stock options ("reload
options") to all or one or more classifications of key employees, as designated
by the Committee, upon the exercise by any such designated key employees of
options in transactions in which Stock is tendered to pay the option price. In
such a case, the number of reload options which shall automatically be granted
by the Company to a designated key employee shall be equal to the number of
shares of Stock tendered by the designated key employee. The option price of
each such reload option shall be equal to the fair market value of the Stock on
the date on which the reload option is automatically
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 6
<PAGE>
granted, and such reload options shall expire on the same date as the options
then being exercised would have expired in the absence of being exercised.
Reload options shall be exercisable by the Optionee after the date on which they
are granted, subsequent to any waiting period that the Plan Administrator with
the advice of counsel determines is necessary or appropriate to conform with
legal or accounting requirements. Except as provided in this paragraph 6(b) to
the contrary, the terms and conditions applicable to reload options shall be the
same as those that apply to other nonqualified options as described in paragraph
6(a).
(c) Deferral Feature. The Committee may provide a deferral feature (as
hereafter described) with respect to any nonqualified option granted to an
Optionee who is a Senior Manager (as hereafter defined). If a nonqualified
option has a deferral feature, the Optionee may elect, pursuant to procedures
adopted by the Plan Administrator, to defer the delivery of the additional
shares of Stock that otherwise would be issued to the Optionee upon a Stock for
Stock Exercise of such option. Such deferral election must (i) be effected while
the Optionee is a Senior Manager, (ii) be delivered to the Plan Administrator
not later than six months before the expiration date of the option, (iii) state
the date of grant and number of options subject to the deferral election, (iv)
acknowledge that the deferral election is not revocable by the Optionee, (v)
acknowledge that options subject to the election may thereafter be exercised
solely through a Stock-for-Stock Exercise, (vi) designate whether dividends on
the deferred shares will be deferred or distributed in cash, and (vii) otherwise
comply with the applicable election procedures adopted by the Plan
Administrator. A "Senior Manager" is any active employee of the Company or any
of its Subsidiaries who is designated, or has previously been designated, as a
Senior Manager (or an attorney with a compensation grade comparable to a Senior
Management compensation band) according to the governance procedures approved by
the Committee, and whose position has not subsequently been downgraded below the
rank of Senior Manager.
(d) Transfers to Immediate Family Members. The Committee shall have
discretion to modify outstanding grants of nonqualified options, and to grant
nonqualified options in the future, to permit any one or more categories of
Optionees ("Eligible Optionees"), as may be specified by the Committee from time
to time, to transfer outstanding nonqualified options by way of gift to one or
more "Immediate Family Members." "Immediate Family Members" shall consist of the
lawful civil law or common law spouse of the Eligible Optionee; the natural,
adopted, or step children or grandchildren of the Eligible Optionee; a trust or
trusts for the exclusive benefit of one or more of the foregoing; and any other
person which the Plan Administrator determines should be treated as an Immediate
Family Member. The transfer of nonqualified options to Immediate Family Members
shall be subject to administrative guidelines adopted by the Plan Administrator,
as well as the following specific terms and conditions.
(i) No consideration may be paid for any transfer of a nonqualified
option, the transferree may not exercise such an option by means of a
Stock-for-Stock Exercise, and no reload options shall be grated as a result
of the exercise of a transferred option.
(ii) The transferee may not make a deferral election with respect to
a transferred option, and an Eligible Optionee may not transfer an option
which is, at the time of a proposed transfer, then subject to a deferral
election.
(iii) It shall not be permissible for an Eligible Optionee to
designate joint transferrees for a nonqualified option, and it shall not be
permissible for a transferee to further transfer any nonqualified option to
any person except upon death of the transferee,
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 7
<PAGE>
in which case the option may be transferred pursuant to a beneficiary
designation under the Plan or by will or by the laws of descent and
distribution.
(iv) The Eligible Optionee shall remain liable for any applicable
payroll taxes due upon the exercise of a transferred option.
Section 7. Stock Appreciation Rights. Incentive stock options and
nonqualified stock options granted under the Plan may, in the discretion of the
Committee, be coupled with stock appreciation rights in the same number of
shares of Stock for which the options are granted. Stock appreciation rights may
be exercised at the same time, and under the same conditions, as the incentive
stock options or nonqualified stock options to which they relate. Upon an
Optionee's exercise of a stock appreciation right, the Optionee shall be
entitled to a cash payment from the Company in an amount equal to the difference
between the fair market value of one share of Stock on the day the stock
appreciation right is exercised, as determined under section 5(a), and the
option price of the related incentive stock option or nonqualified stock option,
and the related incentive stock option or nonqualified stock option shall be
canceled.
Section 8. Recapitalization of Company.
(a) Adjustments in Stock. In a transaction to which section 424(a) of the
Code applies, the share and option limitations of sections 4(b) and 4(c) may be
adjusted and the Stock subject to option under section 4(a) may be changed. The
Committee will determine the adjustments to be made in the case of
reorganization, recapitalization, stock split, stock dividend, combination of
shares, or any other change affecting the Stock. Adjustments in the shares
subject to option under the Plan may be in the aggregate number of shares
subject to option under the Plan; the number of shares for which any Optionee
has options; the option price of any options; and the type of stock subject to
option under the Plan.
(b) Acceleration of Options. In connection with a transaction to which
section 424(a) of the Code applies, the Committee may waive any requirements of
sections 5(d) and 5(l) that an incentive stock option may not be exercised
within a certain time of its grant. The Committee may waive these requirements
in the case of any or all Optionees. It may waive these requirements with
respect to any or all options granted to an Optionee. The Committee may take
this action either before or after the transaction to which section 424(a) of
the Code applies. If this action is taken by the Committee before the
transaction occurs, the action must be contingent upon the transaction
occurring.
Section 9. Amendment and Termination. To the extent permitted by law, the
Committee or the Company's Board of Directors ("Board") may amend or suspend,
and the Board may terminate, this Plan. The Plan Administrator may make
administrative modifications to the Plan to comply with changes in applicable
law or to ensure effective and consistent administration of the Plan; provided,
however, that the Plan Administrator shall not amend the Plan in any manner
which alters the amount of the benefit provided under the Plan. Unless an
Optionee consents to an amendment, suspension, or termination of the Plan which
is adopted by the Board, the Committee or the Plan Administrator, no amendment,
suspension, or termination of the Plan will adversely affect the rights of an
Optionee with respect to any option granted to the Optionee. Moreover, without
approval of the owners of a majority of the shares of the Stock voting either in
person or by proxy at a duly convened meeting of the Company's shareowners, no
amendment to the Plan may (i) except as provided in section 8(a), increase the
aggregate number of shares
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 8
<PAGE>
subject to option under section 4(b) of the Plan or the number of options which
may be granted to an individual in a single calendar year under section 4(c) of
the Plan; (ii) except as provided in section 8(a), decrease the option price at
which options may be granted under section 5(a) of the Plan; (iii) extend the
period during which any option may be exercised beyond the limits stated in
Section 5(c); or (iv) extend the period during which options may be granted
under section 10 of the Plan. The Executive Vice President - Human Resources of
the Company, with the advice of counsel, has the authority to amend the Plan or
modify the administration of the Plan to the extent required to ensure that
transactions under the Plan are exempt to the maximum extent possible from the
short-swing profit provisions of Section 16(b) of the Securities Exchange Act of
1934.
Section 10. Effective Date. Pursuant to the re-adoption of this Plan by the
Committee on March 23, 1999 and the re-approval of this Plan by the shareholders
of the Company on May 19, 1999, the effective date of this Plan is March 23,
1999. No options may be granted under the Plan following the tenth anniversary
of the effective date.
Section 11. Miscellaneous Provisions.
(a) No Right to Employment. No grant of an incentive stock option,
nonqualified stock option, or stock appreciation right under this plan shall
give an Optionee a right to continued employment by the Company or any
Subsidiary or otherwise interfere with the Company's or any Subsidiary's right
to discharge an Optionee, whether or not for cause.
(b) Tax Withholding. When the Company has an obligation to withhold any
federal, state, or local tax upon the exercise of an incentive stock option or a
nonqualified stock option under the Plan, the Optionee may pay the Company the
amount of the required withholding, in cash, at the time of exercising the
option, in lieu of the Company withholding the amount through the sale of
shares.
(c) Governing Law. This Plan shall be construed and enforced in accordance
with the laws of the State of Delaware (without regard to the legislative or
judicial conflict of laws rules of any state), except to the extent superseded
by federal law.
- --------------------------------------------------------------------------------
Bell Atlantic 1985 Incentive Stock Option Plan (5/1/00) Page 9
<PAGE>
Exhibit 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Bell Atlantic Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended March 31, 2000
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Income before provision for income taxes $1,188
Minority interest 16
Income from unconsolidated businesses (123)
Dividends received from unconsolidated businesses 25
Interest expense, including interest related to lease financing activities 374
Portion of rent expense representing interest 45
Amortization of capitalized interest 8
---------------------------------
Income, as adjusted $1,533
=================================
Fixed charges:
Interest expense, including interest related to lease financing activities $ 374
Portion of rent expense representing interest 45
Capitalized interest 32
Preferred stock dividend requirement 5
---------------------------------
Fixed charges $ 456
=================================
Ratio of Earnings to Fixed Charges 3.36
=================================
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND THE CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 953
<SECURITIES> 35
<RECEIVABLES> 7,682
<ALLOWANCES> 597
<INVENTORY> 589
<CURRENT-ASSETS> 9,860
<PP&E> 90,810
<DEPRECIATION> 51,061
<TOTAL-ASSETS> 66,052
<CURRENT-LIABILITIES> 14,301
<BONDS> 20,149
0
0
<COMMON> 158
<OTHER-SE> 16,474
<TOTAL-LIABILITY-AND-EQUITY> 66,052
<SALES> 0
<TOTAL-REVENUES> 8,534
<CGS> 0
<TOTAL-COSTS> 6,329
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 370
<INCOME-PRETAX> 1,188
<INCOME-TAX> 457
<INCOME-CONTINUING> 731
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 731
<EPS-BASIC> 0.47
<EPS-DILUTED> 0.46
</TABLE>
