<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 11-K
-------------
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the years ended December 31, 1999 and 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-8606
-------------
Bell Atlantic Savings Plan
for Salaried Employees
-------------
Bell Atlantic Corporation
1095 Avenue of the Americas, New York, New York 10036
<PAGE>
BELL ATLANTIC SAVINGS PLAN
For SALARIED EMPLOYEES
As of December 31, 1999 and 1998
<TABLE>
TABLE OF CONTENTS
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 1999 and 1998 2-3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998 4-5
Notes to Financial Statements 6-23
Signature page 24
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Corporate Employees' Benefits
Committee of Bell Atlantic Corporation:
We have audited the accompanying Statements of Net Assets Available for Benefits
of the Bell Atlantic Savings Plan for Salaried Employees (the "Plan") as of
December 31, 1999 and 1998, and the related Statements of Changes in Net Assets
Available for Benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Bell
Atlantic Savings Plan for Salaried Employees as of December 31, 1999 and 1998,
and the changes in its net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
/s/ Mitchell & Titus, LLP
New York, New York
June 9, 2000
<PAGE>
BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------
BELL GOVERNMENT PASSIVE U.S.
ATLANTIC MONEY EQUITY
SHARES TELECOMMUNICATIONS MARKET INDEX
FUND FUND FUND FUND
--------------- ---------------------- ------------- -----------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 2,755,367 $ 297,567 $ 147,874 $ 2,179,046
Temporary cash investments - - - 4,246
Bell Atlantic Corporation common shares - - - -
--------------- ---------------------- ------------- -----------------
Total investments 2,755,367 297,567 147,874 2,183,292
Receivables:
Participants' contributions 264 - 22 201
Loan repayments 30 - 3 21
Loans to participants - - - -
Dividends and interest receivable - - - 17
--------------- ---------------------- ------------- -----------------
Total receivables 294 - 25 239
--------------- ---------------------- ------------- -----------------
Total assets 2,755,661 297,567 147,899 2,183,531
--------------- ---------------------- ------------- -----------------
LIABILITIES:
Commitments (Note 2) - - - -
Notes payable (Note 6) - - - -
--------------- ---------------------- ------------- -----------------
Total liabilities - - - -
--------------- ---------------------- ------------- -----------------
Net assets available for
benefits (Notes 1 and 2) $ 2,755,661 $ 297,567 $ 147,899 $ 2,183,531
=============== ====================== ============= =================
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------
EMPLOYEE STOCK
OWNERSHIP PLAN
INCOME LOAN ----------------------------
FUND FUND ALLOCATED UNALLOCATED
---------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 1,180,504 $ - $ 1,279,189 $ -
Temporary cash investments - - - -
Bell Atlantic Corporation common shares - - - 872,077
---------------- ------------- --------------- -------------
Total investments 1,180,504 - 1,279,189 872,077
Receivables:
Participants' contributions 38 - 392 -
Loan repayments 9 - - -
Loans to participants - 161,631 - -
Dividends and interest receivable - - - -
---------------- ------------- --------------- -------------
Total receivables 47 161,631 392 -
---------------- ------------- --------------- -------------
Total assets 1,180,551 161,631 1,279,581 872,077
---------------- ------------- --------------- -------------
LIABILITIES:
Commitments (Note 2) - - - 13,397
Notes payable (Note 6) - - - 506,085
---------------- ------------- --------------- -------------
Total liabilities - - - 519,482
---------------- ------------- --------------- -------------
Net assets available for
benefits (Notes 1 and 2) $ 1,180,551 $ 161,631 $ 1,279,581 $ 352,595
================ ============= =============== =============
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------
PASSIVE
INTERNATIONAL ACTIVE U.S. U.S.
PAYSOP EQUITY INDEX EQUITY BALANCED
FUND FUND FUND FUND
----------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 83,502 $ 138,290 $ 144,299 $ 90,080
Temporary cash investments - - 281 175
Bell Atlantic Corporation common shares - - - -
----------- -------------- -------------- ------------
Total investments 83,502 138,290 144,580 90,255
Receivables:
Participants' contributions - 36 50 26
Loan repayments - 4 2 1
Loans to participants - - - -
Dividends and interest receivable - - 1 1
----------- -------------- -------------- ------------
Total receivables - 40 53 28
----------- -------------- -------------- ------------
Total assets 83,502 138,330 144,633 90,283
----------- -------------- -------------- ------------
LIABILITIES:
Commitments (Note 2) - - - -
Notes payable (Note 6) - - - -
----------- -------------- -------------- ------------
Total liabilities - - - -
----------- -------------- -------------- ------------
Net assets available for
benefits (Notes 1 and 2) $ 83,502 $ 138,330 $ 144,633 $ 90,283
=========== ============== ============== ============
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------
ACTIVE U.S. BOND
GLOBAL INTERNATIONAL U.S. SMALL MARKET
BALANCED EQUITY CAPITALIZATION INDEX
FUND FUND FUND FUND TOTAL
------------- --------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 59,629 $ 145,403 $ 132,552 $ 148,587 $ 8,781,889
Temporary cash investments 116 283 258 - 5,359
Bell Atlantic Corporation common shares - - - - 872,077
------------- --------------- ------------- -------------- ---------------
Total investments 59,745 145,686 132,810 148,587 9,659,325
Receivables:
Participants' contributions 14 27 33 22 1,125
Loan repayments 1 2 1 2 76
Loans to participants - - - - 161,631
Dividends and interest receivable 1 1 1 - 22
------------- --------------- ------------- -------------- ---------------
Total receivables 16 30 35 24 162,854
------------- --------------- ------------- -------------- ---------------
Total assets 59,761 145,716 132,845 148,611 9,822,179
------------- --------------- ------------- -------------- ---------------
LIABILITIES:
Commitments (Note 2) - - - - 13,397
Notes payable (Note 6) - - - - 506,085
------------- --------------- ------------- -------------- ---------------
Total liabilities - - - - 519,482
------------- --------------- ------------- -------------- ---------------
Net assets available for
benefits (Notes 1 and 2) $ 59,761 $ 145,716 $ 132,845 $ 148,611 $ 9,302,697
============= =============== ============= ============== ===============
</TABLE>
See notes to financial statements.
2
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------
BELL GOVERNMENT PASSIVE U.S.
ATLANTIC MONEY EQUITY
SHARES TELECOMMUNICATIONS MARKET INDEX
FUND FUND FUND FUND
------------- --------------------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 2,035,601 $ 253,335 $ 117,154 $ 1,946,428
Temporary cash investments - - - 1,696
Bell Atlantic Corporation common shares - - - -
------------- --------------------- ------------ ------------
Total investments 2,035,601 253,335 117,154 1,948,124
Receivables:
Participants' contributions 215 - 10 284
Loan repayments 82 - 2 84
Transfers from NTD Plan 3,295 - 38,736 9,446
Loans to participants - - - -
Dividends and interest receivable - - - 7
------------- --------------------- ------------ ------------
Total receivables 3,592 - 38,748 9,821
------------- --------------------- ------------ ------------
Total assets 2,039,193 253,335 155,902 1,957,945
------------- --------------------- ------------ ------------
LIABILITIES:
Notes payable (Note 6) - - - -
------------- --------------------- ------------ ------------
Total liabilities - - - -
------------- --------------------- ------------ ------------
Net assets available for
benefits (Notes 1 and 2) $ 2,039,193 $ 253,335 $ 155,902 $ 1,957,945
============= ===================== ============ ============
<CAPTION>
FUND INFORMATION
-------------------------------------------------------
EMPLOYEE STOCK
OWNERSHIP PLAN
INCOME LOAN ------------------------
FUND FUND ALLOCATED UNALLOCATED
------------ ----------- -------------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 1,267,064 $ - $ 1,213,140 $ -
Temporary cash investments - - - -
Bell Atlantic Corporation common shares - - - 869,303
------------ ----------- -------------- ------------
Total investments 1,267,064 - 1,213,140 869,303
Receivables:
Participants' contributions 60 - - -
Loan repayments 18 (232) - -
Transfers from NTD Plan 1,841 - - -
Loans to participants - 149,154 - -
Dividends and interest receivable - - - -
------------ ----------- -------------- ------------
Total receivables 1,919 148,922 - -
------------ ----------- -------------- ------------
Total assets 1,268,983 148,922 1,213,140 869,303
------------ ----------- -------------- ------------
LIABILITIES:
Notes payable (Note 6) - - - 554,517
------------ ----------- -------------- ------------
Total liabilities - - - 554,517
------------ ----------- -------------- ------------
Net assets available for
benefits (Notes 1 and 2) $ 1,268,983 $ 148,922 $ 1,213,140 $ 314,786
============ =========== ============== ============
<CAPTION>
FUND INFORMATION
-----------------------------------------------------
PASSIVE
INTERNATIONAL ACTIVE U.S. U.S.
PAYSOP EQUITY INDEX EQUITY BALANCED
FUND FUND FUND FUND
------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 81,892 $ 100,594 $ 143,284 $ 97,366
Temporary cash investments - - 125 85
Bell Atlantic Corporation common shares - - - -
------------- ------------ ------------ -----------
Total investments 81,892 100,594 143,409 97,451
Receivables:
Participants' contributions - 17 47 22
Loan repayments - 4 12 5
Transfers from NTD Plan - 1,777 5,181 6,124
Loans to participants - - - -
Dividends and interest receivable - - 1 -
------------- ------------ ------------ -----------
Total receivables - 1,798 5,241 6,151
------------- ------------ ------------ -----------
Total assets 81,892 102,392 148,650 103,602
------------- ------------ ------------ -----------
LIABILITIES:
Notes payable (Note 6) - - - -
------------- ------------ ------------ -----------
Total liabilities - - - -
------------- ------------ ------------ -----------
Net assets available for
benefits (Notes 1 and 2) $ 81,892 $ 102,392 $ 148,650 $ 103,602
============= ============ ============ ===========
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------
ACTIVE U.S. BOND
GLOBAL INTERNATIONAL U.S. SMALL MARKET
BALANCED EQUITY CAPITALIZATION INDEX
FUND FUND FUND FUND TOTAL
------------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 57,949 $ 42,077 $ 101,430 $ 206,298 $ 7,663,612
Temporary cash investments 51 37 88 - 2,082
Bell Atlantic Corporation common shares - - - - 869,303
------------- ------------- ------------- ------------- ------------
Total investments 58,000 42,114 101,518 206,298 8,534,997
Receivables:
Participants' contributions 17 16 36 23 747
Loan repayments 5 4 9 7 -
Transfers from NTD Plan 1,809 1,479 4,650 4,694 79,032
Loans to participants - - - - 149,154
Dividends and interest receivable - - 1 - 9
------------- ------------- ------------- ------------- ------------
Total receivables 1,831 1,499 4,696 4,724 228,942
------------- ------------- ------------- ------------- ------------
Total assets 59,831 43,613 106,214 211,022 8,763,939
------------- ------------- ------------- ------------- ------------
LIABILITIES:
Notes payable (Note 6) - - - - 554,517
------------- ------------- ------------- ------------- ------------
Total liabilities - - - - 554,517
------------- ------------- ------------- ------------- ------------
Net assets available for
benefits (Notes 1 and 2) $ 59,831 $ 43,613 $ 106,214 $ 211,022 $ 8,209,422
============= ============= ============= ============= ============
</TABLE>
See notes to financial statements.
3
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
BELL GOVERNMENT PASSIVE U.S.
ATLANTIC MONEY EQUITY
SHARES TELECOMMUNICATIONS MARKET INDEX
FUND FUND FUND FUND
-------------- ------------------- ------------- ---------------
<S> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 67,770 $ - $ 4,398 $ 74,577
Interfund transfers 391,435 (4,640) (28,034) (106,544)
Plan transfers-in 26,368 996 333 5,924
Plan transfer in from NTD - - 6,493 -
Rollover contributions 670 (45) 506 856
Employing company contributions (Note 1) 1,845 - 29,419 54
Loans to participants (30,270) (902) (2,515) (21,062)
Transfer for loan repayments 27,075 - 1,249 20,713
-------------- ------------------- ------------- ---------------
Total allotments, contributions,
and transfers 484,893 (4,591) 11,849 (25,482)
Investment income:
Dividends/Interest 61,915 - - -
Allocated share of Master Trust investment
activities (Note 3) 340,827 65,029 7,907 394,856
-------------- ----------------- ------------- ---------------
Total additions (subtractions) 887,635 60,438 19,756 369,374
-------------- ------------------- ------------- ---------------
Deductions:
Administrative expenses 1,781 210 195 1,477
Distributions to participants 164,053 15,888 27,441 140,023
Plan transfers-out 5,333 108 123 2,288
Interest on notes payable - - - -
------------ ----------------- ----------- -------------
Total deductions 171,167 16,206 27,759 143,788
------------ ----------------- ----------- -------------
Net increase (decrease) 716,468 44,232 (8,003) 225,586
Net assets available for benefits:
Beginning of year 2,039,193 253,335 155,902 1,957,945
-------------- ------------------- ------------- ---------------
End of year (Notes 1 and 2) $ 2,755,661 $ 297,567 $ 147,899 $ 2,183,531
============== =================== ============= ===============
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------
EMPLOYEE STOCK
OWNERSHIP PLAN
INCOME LOAN ----------------------------
FUND FUND ALLOCATED UNALLOCATED
-------------- ------------- ------------ ---------------
<S> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 23,742 $ - $ - $ -
Interfund transfers (77,898) - (141,091) -
Plan transfers-in 4,331 - 4,986 -
Plan transfer in from NTD - - - -
Rollover contributions 308 - - -
Employing company contributions (Note 1) 15 - 110,287 (7,247)
Loans to participants (9,404) 74,335 (925) -
Transfer for loan repayments 8,022 (68,736) 629 -
-
-------------- ------------- -------------- --------------
Total allotments, contributions,
and transfers (50,884) 5,599 (26,114) (7,247)
Investment income:
Dividends/Interest - 7,110 33,660 22,189
Allocated share of Master Trust investment
activities (Note 3) 74,628 - 173,607 64,061
-------------- ------------- -------------- --------------
Total additions (subtractions) 23,744 12,709 181,153 79,003
-------------- ------------- -------------- --------------
Deductions:
Administrative expenses 1,655 - 1,896 -
Distributions to participants 108,629 - 112,752 -
Plan transfers-out 1,892 - 64 -
Interest on notes payable - - - 41,194
-------------- ------------- -------------- --------------
Total deductions 112,176 - 114,712 41,194
-------------- ------------- -------------- --------------
Net increase (decrease) (88,432) 12,709 66,441 37,809
Net assets available for benefits:
Beginning of year 1,268,983 148,922 1,213,140 314,786
-------------- ------------- -------------- --------------
End of year (Notes 1 and 2) $ 1,180,551 $ 161,631 $ 1,279,581 $ 352,595
============== ============= ============== ==============
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------
PASSIVE
INTERNATIONAL ACTIVE U.S. GLOBAL
PAYSOP EQUITY INDEX U.S. EQUITY BALANCED BALANCED
FUND FUND FUND FUND FUND
--------- -------------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ - $ 8,326 $ 10,522 $ 5,751 $ 3,424
Interfund transfers 2,280 4,051 (21,338) (17,921) (7,541)
Plan transfers-in 1,053 587 600 355 121
Plan transfer in from NTD - - - - -
Rollover contributions - 33 508 330 86
Employing company contributions (Note 1) 3 14 5 3 1
Loans to participants - (1,379) (2,171) (1,060) (668)
Transfer for loan repayments - 1,749 2,535 1,141 885
--------- -------------- ------------ ------------- -----------
Total allotments, contributions,
and transfers 3,336 13,381 (9,339) (11,401) (3,692)
Investment income:
Dividends/Interest 2,251 - - - -
Allocated share of Master Trust investment
activities (Note 3) 13,960 31,880 17,817 6,870 8,170
--------- -------------- ------------ ------------- -----------
Total additions (subtractions) 19,547 45,261 8,478 (4,531) 4,478
--------- -------------- ------------ ------------- -----------
Deductions:
Administrative expenses 65 229 566 386 277
Distributions to participants 17,698 8,994 11,589 8,145 4,186
Plan transfers-out 174 100 340 257 85
Interest on notes payable - - - - -
--------- -------------- ------------ ------------- -----------
Total deductions 17,937 9,323 12,495 8,788 4,548
--------- -------------- ------------ ------------- -----------
Net increase (decrease) 1,610 35,938 (4,017) (13,319) (70)
Net assets available for benefits:
Beginning of year 81,892 102,392 148,650 103,602 59,831
--------- -------------- ------------ ------------- -----------
End of year (Notes 1 and 2) $ 83,502 $ 138,330 $ 144,633 $ 90,283 $ 59,761
========= ============== ============ ============= ===========
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------
ACTIVE U.S. BOND
INTERNATIONAL U.S. SMALL MARKET
EQUITY CAPITALIZATION INDEX
FUND FUND FUND TOTAL
---------------- -------------- ------------- ----------------
<S> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 5,044 $ 7,347 $ 5,944 $ 216,845
Interfund transfers 65,294 (5,754) (52,299) -
Plan transfers-in 353 376 384 46,767
Plan transfer in from NTD - - - 6,493
Rollover contributions 114 184 68 3,618
Employing company contributions (Note 1) 1 3 7 134,410
Loans to participants (1,172) (1,262) (1,545) -
Transfer for loan repayments 1,559 1,662 1,517 -
---------------- -------------- ------------- ----------------
Total allotments, contributions,
and transfers 71,193 2,556 (45,924) 408,133
Investment income:
Dividends/Interest - - - 127,125
Allocated share of Master Trust investment
activities (Note 3) 36,039 31,797 (1,822) 1,265,626
---------------- -------------- ------------- ----------------
Total additions (subtractions) 107,232 34,353 (47,746) 1,800,884
---------------- -------------- ------------- ----------------
Deductions:
Administrative expenses 493 778 269 10,277
Distributions to participants 4,537 6,796 14,180 644,911
Plan transfers-out 99 148 216 11,227
Interest on notes payable - - - 41,194
---------------- -------------- ------------- ----------------
Total deductions 5,129 7,722 14,665 707,609
---------------- -------------- ------------- ----------------
Net increase (decrease) 102,103 26,631 (62,411) 1,093,275
Net assets available for benefits:
Beginning of year 43,613 106,214 211,022 8,209,422
---------------- -------------- ------------- ----------------
End of year (Notes 1 and 2) $ 145,716 $ 132,845 $ 148,611 $ 9,302,697
================ ============== ============= ================
</TABLE>
See notes to financial statements.
4
<PAGE>
BELL ATLANTIC SAVINGS PLAN for SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------------------------
BELL GOVERNMENT PASSIVE U.S.
ATLANTIC MONEY EQUITY
SHARES TELECOMMUNICATIONS MARKET INDEX INCOME LOAN
FUND FUND FUND FUND FUND FUND
------------ ---------------------- ------------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 27,364 $ - $ 3,691 $ 48,773 $ 18,988 $ -
Interfund transfers (62,959) (1,256) 25,511 (76,107) 46,586 -
Plan transfers-in 17,483 298 38,794 2,588 2,990 -
Plan transfer in from Nynex 850,536 199,638 8,882 1,195,147 736,892 83,009
Tranfer in from PAYSOP (Note 1) - - - - - -
Rollover contributions 396 - 147 569 141 -
Employing company contributions
(Note 1) 448 - 28 - - -
Loans to participants (16,381) (464) (867) (18,480) (8,175) 49,951
Transfer for loan repayments 11,262 - 961 9,404 5,669 (32,923)
------------ ---------------------- ------------- ------------ ----------- ----------
Total allotments, contributions,
and transfers 828,149 198,216 77,147 1,161,894 803,091 100,037
Investment income:
Dividends/Interest 57,100 - - - - -
Allocated share of Master Trust
investment activities (Note 3) 257,061 61,540 4,874 274,469 53,094 -
------------ ---------------------- ------------- ------------ ----------- ----------
Total additions 1,142,310 259,756 82,021 1,436,363 856,185 100,037
------------ ---------------------- ------------- ------------ ----------- ----------
Deductions:
Administrative expenses 948 107 108 685 821 -
Distributions to participants 71,962 6,314 17,523 94,725 88,906 -
Plan transfers-out - - 43 891 708 -
Interest on notes payable - - - - - -
---------- -------------------- ----------- ---------- --------- ---------
Total deductions 72,910 6,421 17,674 96,301 90,435 -
---------- -------------------- ----------- ---------- --------- ---------
Net increase 1,069,400 253,335 64,347 1,340,062 765,750 100,037
Net assets available for benefits:
Beginning of year 969,793 - 91,555 617,883 503,233 48,885
------------ ---------------------- ------------- ------------ ----------- ----------
------------ ---------------------- ------------- ------------ ----------- ----------
End of year (Notes 1 and 2) $ 2,039,193 $ 253,335 $ 155,902 $ 1,957,945 $ 1,268,983 $ 148,922
============ ====================== ============= ============ =========== ==========
<CAPTION>
Fund Information
-----------------------------------------------------------------------------
Employee Stock Passive
Ownership Plan International Active U.S.
------------------------ PAYSOP Equity Index U.S. Equity Balanced
Allocated Unallocated Fund Fund Fund Fund
--------- ------------- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ - $ - $ - $ 3,515 $ 6,236 $ 3,135
Interfund transfers (5,989) - - (12,507) 18,337 27,211
Plan transfers-in 798 - 310 2,055 265 190
Plan transfer in from Nynex 479,898 133,958 - 3,815 125,162 67,391
Tranfer in from PAYSOP (Note 1) - - 78,227 - - -
Rollover contributions - - - 19 228 69
Employing company contributions (Note 1) 45,824 91,117 - - - -
Loans to participants (652) - - (697) (1,270) (518)
Transfer for loan repayments 228 - - 639 1,472 608
--------- ------------ ----------- ---------- ---------- ---------
Total allotments, contributions,
and transfers 520,107 225,075 78,537 (3,161) 150,430 98,086
Investment income:
Dividends/Interest 24,602 25,894 2,758 - - -
Allocated share of Master Trust
investment activities (Note 3) 172,501 108,814 10,856 19,157 4,336 12,211
--------- ------------ ----------- ---------- ---------- ---------
Total additions 717,210 359,783 92,151 15,996 154,766 110,297
--------- ------------ ----------- ---------- ---------- ---------
Deductions:
Administrative expenses 278 37 10 226 240 129
Distributions to participants 49,088 85,587 10,197 3,769 5,758 6,493
Plan transfers-out 212 - 52 41 118 73
Interest on notes payable - 53,197 - - - -
--------- ------------ ----------- ---------- ---------- ---------
Total deductions 49,578 138,821 10,259 4,036 6,116 6,695
--------- ------------ ----------- ---------- ---------- ---------
Net increase 667,632 220,962 81,892 11,960 148,650 103,602
Net assets available for benefits:
Beginning of year 545,508 93,824 - 90,432 - -
--------- ------------ ----------- ---------- ---------- ---------
End of year (Notes 1 and 2) $ 1,213,140 $ 314,786 $ 81,892 $ 102,392 $ 148,650 $ 103,602
=========== ============= ============ =========== =========== ==========
<CAPTION>
Fund Information
---------------------------------------------------------------------
Active U.S. Bond
Global International U.S. Small Market
Balanced Equity Capitalization Index
Fund Fund Fund Fund Total
---------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 1,529 $ 1,476 $ 4,602 $ 2,794 $ 122,103
Interfund transfers (6,096) (6,261) 19,276 34,254 -
Plan transfers-in 1,898 1,523 138 4,813 74,143
Plan transfer in from Nynex 55,793 42,889 92,436 115,782 4,191,228
Tranfer in from PAYSOP (Note 1) - - - - 78,227
Rollover contributions 29 42 92 27 1,759
Employing company contributions
(Note 1) - - - - 137,417
Loans to participants (304) (329) (808) (1,006) -
Transfer for loan repayments 397 397 1,059 827 -
-------- -------------- ------------- ----------- ------------
Total allotments, contributions,
and transfers 53,246 39,737 116,795 157,491 4,604,877
Investment income:
Dividends/Interest - - - - 110,354
Allocated share of Master Trust
investment activities (Note 3) 8,436 5,720 (6,135) 9,898 996,832
-------- -------------- ------------- ----------- ------------
Total additions 61,682 45,457 110,660 167,389 5,712,063
-------- -------------- ------------- ----------- ------------
Deductions:
Administrative expenses 101 100 221 58 4,069
Distributions to participants 1,704 1,714 4,100 8,501 456,341
Plan transfers-out 46 30 125 20 2,359
Interest on notes payable - - - - 53,197
-------- ------------ ----------- --------- ----------
Total deductions 1,851 1,844 4,446 8,579 515,966
Net increase $ 59,831 43,613 106,214 158,810 5,196,097
Net assets available for benefits:
Beginning of year - - - 52,212 3,013,325
-------- ------------ ----------- --------- ----------
End of year (Notes 1 and 2) $ 59,831 $ 43,613 $ 106,214 $ 211,022 $ 8,209,422
======== ============= ============ ========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
1. DESCRIPTION
The following description of the Bell Atlantic Savings Plan for
Salaried Employees (the "BASP") provides only general information on
the BASP's provisions as of December 31, 1999 and 1998. Participants
should refer to the Benefits Handbook, BASP plan document and
prospectus for a more complete description of BASP's provisions.
The BASP* was established by Bell Atlantic Corporation on January 1,
1984 to provide a convenient way for salaried employees to save on a
regular and long-term basis. The BASP is a defined contribution plan
covering all regular full-time and part-time salaried employees of Bell
Atlantic and its participating subsidiaries. Employees are eligible to
make tax-deferred or after-tax contributions to the BASP and to receive
matching employer contributions, upon completion of enrollment in the
BASP as soon as practicable following the date of hire. The BASP is
also characterized as an employee stock ownership plan ("ESOP").
MERGER OF THE PLAN
In August 1997, Bell Atlantic Corporation merged with NYNEX Corporation
(the "Merger") to form the new Bell Atlantic Corporation ("Bell
Atlantic"). From the time of the Merger to June 30, 1998 the Bell
Atlantic Savings Plan for Bell Atlantic North Salaried Employees
("Former North Plan") and the BASP continued as separate plans with
different investment funds. Beginning January 1, 1998 the plans, though
remaining separate, offered the same investment funds (See below for a
description of the funds). On July 1, 1998 the Former North Plan was
merged into the BASP. The assignment of a new unit value was assigned
to some of the new plan's investment funds. The assignment of the new
unit values did not change the value of the participant's contribution
in each fund or the value of the participant's total savings plan
account.
ALLOTMENTS AND CONTRIBUTIONS
Eligible employees may authorize basic contributions of 1% to 6% (and
in some participating subsidiaries up to 8%) of salary, as defined, and
supplementary contributions up to an additional 10% of salary. For
employees of Bell Atlantic and most of its participating subsidiaries,
Bell Atlantic makes employer matching contributions in an amount equal
to 83 1/3% of basic contributions. Certain participating subsidiaries
make employer matching contributions ranging from 50% to 100% of basic
contributions. Certain participating subsidiaries also make annual
discretionary employer contributions which are based, in part, on the
individual subsidiary's financial performance or other business
results. Contributions are subject to applicable rules set forth in the
Internal Revenue Code (the "Code") and the regulations thereunder.
Employer matching contributions are invested only in the Bell Atlantic
----------
* Certain other capitalized terms used but not defined herein shall have their
respective meanings as defined in the BASP Prospectus.
6
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
Shares Fund until employees reach age fifty at which point the
participant may begin to diversify the matching contributions.
In early December 1998 the Bell Atlantic Board of Directors approved a
Career Level Contribution. This special company paid contribution for
certain eligible employees is in the form of a three year annual
contribution to the BASP, beginning the first quarter of 1999. The
Career Level Contribution is automatically invested in the Government
Money Market Fund. Participants are allowed to transfer the amount to
any other Fund Options if desired.
The BASP provides for 100% vesting of employer matching contributions
upon attaining three years of service. A terminated employee's unvested
employer matching contributions are forfeited and offset against the
participating companies' obligation to make subsequent contributions to
the BASP. Forfeitures were $2,043 and $901 in 1999 and 1998,
respectively.
LOANS
The BASP includes an employee loan provision authorizing participants
to borrow an amount from their vested account balances in the BASP.
Loans are generally repaid by payroll deductions. The term of repayment
for loans generally will not be less than six months nor more than
fifteen years. Each new loan will bear interest at a rate based upon
the prime rate for loans up to sixty months and the prime plus one for
loans from sixty-one to one hundred eighty months as published in The
Wall Street Journal.
TERMINATION PRIORITIES
Although it has not expressed any intent to do so, Bell Atlantic has
the right under the BASP to discontinue all employer matching
contributions at any time and to terminate the BASP subject to the
provisions of ERISA. In the event of the BASP termination, participants
would become 100% vested in their accounts.
FUND OPTIONS
Participants are able to invest in one or more combinations of the
following funds (referred to herein individually as a "Fund" and
collectively as the "Funds"): Bell Atlantic Shares Fund,
Telecommunications Fund, U.S. Bond Market Index Fund, Passive U.S.
Equity Index Fund, Government Money Market Fund, Income Fund, Passive
International Equity Index Fund, U.S. Balanced Fund, Global Balanced
Fund, Active U.S. Equity Fund, Active International Equity Fund and the
U.S. Small Capitalization Fund. The ESOP and Bell Atlantic Employee
Stock Ownership Plan (the "PAYSOP") component of the BASP is described
below.
The Bell Atlantic Shares Fund invests primarily in the common stock of
Bell Atlantic. The Former North Plan's NYNEX Shares Fund investments
were converted to Bell Atlantic shares as of the date of the Merger.
The Former North Plan's Bell Atlantic Shares Fund was combined with
the BASP Bell Atlantic Shares Fund on July 1, 1998.
7
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
The Former North Plan's Telecommunications Fund portfolio is comprised
of investments in twenty-four North American telephone utility and
telecommunications companies each with a minimum market value of
approximately $1 billion at the time of their inclusion in the
portfolio. Effective January 1, 1998, the Telecommunications Fund was
no longer open to new investments. Participants who did not elect a new
investment direction had their contributions automatically directed to
the Passive U.S. Equity Index Fund. Also effective January 1, 1998,
transfers of participant existing balances into the Telecommunications
Fund were prohibited. Dividends, including stock dividends of the
Telecommunications Fund, will be reinvested in the Fund. Participants
will be allowed to move money out of the Fund at any time. On July 1,
1998 the Fund became part of the BASP as a result of the Merger with
the Former North Plan. The Fund is a market weighted index fund and is
managed by Bell Atlantic Asset Management Company ("BAAMCO").
Effective January 1, 1998, the Former North Plan's Government
Obligations Fund was no longer offered as a Fund selection. Any
balances in the Fund were automatically transferred to the U.S. Bond
Market Index Fund along with any investment directions designated to
the Government Obligations Fund. To accomplish this automatic transfer,
some of the Government Obligations Fund's assets were held in shorter
maturity government instruments beginning in December 1997. The U.S.
Bond Market Index Fund includes all U.S. Treasury,
government-sponsored, mortgaged-backed, asset-backed and
investment-grade corporate bonds, with at least one year maturity and
at least $100 million outstanding. The Fund may use interest rate
futures and various other kinds of derivatives to adjust portfolio
duration or as interest rate hedges. The Fund is managed by Barclays
Global Investors, N.A.
On January 1, 1998 the Former North Plan's Diversified Equity Portfolio
was renamed the Passive U.S. Equity Index Fund and became the successor
fund to the BASP's U.S. Equity Index Fund. Any assets in the U.S.
Equity Index Fund not designated for transfer to another Fund by BASP
participants by December 31, 1997 were automatically transferred to the
Passive U.S. Equity Index Fund. Effective January 1, 1998 the U.S.
Equity Index Fund ceased to exist. The Passive U.S Equity Index Fund
invests in an equity index fund which is managed by BAAMCO. This Fund
is principally a portfolio of common stocks and is structured and
maintained with the objective of providing investment results which
approximate the overall performance of the common stocks included in
the Standard and Poors Composite Index of 500 stocks.
The Government Money Market Fund invests in securities of the U.S.
government or its agencies, obligations guaranteed or insured by the
U.S. government and repurchase agreements that use these securities
as collateral. The average maturity of the securities in the Fund
generally will be thirty to sixty days, but may vary from one to
ninety days. The Fund
8
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
may use interest rate futures for cash management purposes or to
adjust the average duration of the portfolio. The Fund is managed
by Deutsche Asset Management.
On January 1, 1998 the Former North Plan's Interest Income Fund was
renamed the Income Fund. Any assets in the BASP's Short-Term Fixed
Income Fund not designated for transfer to another fund by BASP
participants by December 31, 1997 were automatically transferred to the
Income Fund. Effective January 1, 1998 the Short-Term Fixed Income Fund
ceased to exist. The Income Fund invests primarily in a diversified
portfolio of guaranteed investment contracts ("GICs") issued by
insurance companies. Some of the assets of the Fund are also invested
in pools of asset-backed securities, corporate bonds, and obligations
of the U.S. government and its agencies ("Synthetic Investment
Contract"). As an integral part of the purchase of each pool of these
investments, a financial institution, via a wrapper contract, agrees to
pay at book value for qualified distributions (e.g. participant
withdrawals) and at maturity of the contract, based on the agreed upon
interest rate for the relevant time period but not in the event of a
default of any security in the pool. The BASP is exposed to credit risk
in the event of nonperformance by the entities for which the contracts
are placed. The BASP seeks to minimize credit risk by diversifying
among a group of GIC issuers and other financial institutions which
meet certain investment criteria established by BAAMCO. These contracts
guarantee (i) a fixed rate of interest for a fixed period of time or
(ii) a fixed rate of interest for an indefinite period of time. Such
interest is not guaranteed by any of the Employing Companies. The Fund
is managed by BAAMCO. (For further discussion of this Fund see Note 2).
On January 1, 1998 the BASP's International Equity Index Fund was
renamed the Passive International Equity Index Fund. The Passive
International Equity Index Fund has investments that mirror the
MSCI-EAFE-GDP, which is an index established by Morgan Stanley Dean
Witter, comprised of approximately 1,000 companies from twenty of the
largest countries outside of the United States, including Japan,
Germany and the United Kingdom. The weighting of each country in the
index is based upon its GDP, which is a measure of domestic economic
output. The Fund is managed by Barclays Global Investors, N.A.
In addition to the Passive U.S. Equity Index Fund, each of the
following five Funds invest in the assets of unitized investment
advisor account(s) of the Bell Atlantic Master Trust ("Master Trust"),
as designated by BAAMCO: U.S. Balanced Fund, Global Balanced Fund,
Active U.S. Equity Fund, Active International Equity Fund, and the U.S.
Small Capitalization Fund. On January 1, 1998 the Former North Plan's
U.S. Balanced Fund became available to participants in the BASP. The
U.S. Balanced Fund invests primarily in domestic stocks and bonds.
The fixed income portion of the Fund may invest a small portion of its
assets in issues of international agencies, foreign governments, their
agencies and foreign corporations. The
9
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
Fund targets approximately 60% in stocks and 40% in bonds. As of
December 31, 1999, BAAMCO had selected the following unitized
investment advisor account(s) of the Master Trust ("Master Trust
pooled accounts") for the Fund: Barrow, Hanley, Mewhinney & Strauss,
Inc., Fidelity Management Trust Company, Franklin Portfolio Associates,
LLC, Gardner Lewis Asset Management, L.P., Goldman Sachs Asset
Management Co., Independence Investment Associates, Inc., Miller
Anderson & Sherrerd, LLP, Palisade Capital Management, LLC, Provident
Investment Counsel, Inc., State Street Research and Management Company,
Transamerica Investment Management, LLC and Wilshire Associates, Inc.
On January 1, 1998 the Former North Plan's Global Balanced Fund became
available to participants in the BASP. The Global Balanced Fund invests
in the world's capital markets, primarily in equity and fixed income
instruments. The Fund is diversified and has representation in a
variety of countries, from those of the most mature and developed
nations to those still in their developmental stages (generally
referred to as emerging market countries). The Fund may invest in large
or small capitalization stocks. The Global Balanced Fund typically
targets 75% of its investments for the domestic market and 25% for the
foreign market, and approximately 70% in stocks and 30% in bonds.
Emerging markets investments are targeted at 4% of the total Fund. As
of December 31, 1999, BAAMCO had selected the following Master Trust
pooled accounts for the Fund: Barrow, Hanley, Mewhinney & Strauss,
Inc., Capital Guardian Trust Company, Fidelity Management Trust
Company, Franklin Portfolio Associates, LLC, Gardner Lewis Asset
Management, L.P., Goldman Sachs Asset Management Co., Independence
Investment Associates, Inc., Miller Anderson & Sherrerd, LLP, Morgan
Stanley Dean Witter Investment Management, Inc., Northern Cross
Investments, Ltd., Palisade Capital Management, LLC, Provident
Investment Counsel, Inc., Rogge Global Partners, PLC, State Street
Global Advisors, State Street Research and Management Company,
Transamerica Investment Management, LLC, and Wilshire Associates, Inc.
On January 1, 1998 the Former North Plan's Active U.S. Equity Fund
became available to participants in the BASP. The Active U.S. Equity
Fund invests primarily in domestic common stocks. As of December 31,
1999, BAAMCO had selected the following Master Trust pooled accounts
for the Fund: Barrow, Hanley, Mewhinney & Strauss, Inc., Fidelity
Management Trust Company, Franklin Portfolio Associates, LLC, Gardner
Lewis Asset Management, L.P., Goldman Sachs Asset Management Co.,
Independence Investment Associates, Inc., Miller Anderson & Sherrerd,
LLP, Palisade Capital Management, LLC, Provident Investment Counsel,
Inc., Transamerica Investment Management, LLC, and Wilshire
Associates, Inc.
On January 1, 1998, the Former North Plan's Active International Equity
Fund became available to participants in the BASP. The Active
International Equity Fund invests in international equity markets
throughout the world, generally excluding the United States. It is
10
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
well diversified and has representation in a variety of economies, from
those of the most mature and developed nations to those still in their
developmental stages (generally referred to as emerging market
countries). The Fund may invest in large or small capitalization
stocks. It targets 80% of its investments for developed countries such
as Japan, Germany and the United Kingdom and 20% for emerging markets
such as Brazil, Mexico and Taiwan. As of December 31, 1999, BAAMCO had
selected Capital Guardian Trust Company, Morgan Stanley Dean Witter
Investment Management, Inc., Northern Cross Investments, Ltd., and
State Street Global Advisors as the Master Trust pooled accounts for
the Fund.
On January 1, 1998, the Former North Plan's U.S. Small Capitalization
Fund became available to participants in the BASP. The U.S. Small
Capitalization Fund invests primarily in the stocks of smaller-sized
domestic companies, generally with a market capitalization that is in
the smallest 15% of publicly traded stocks. As of December 31, 1999,
BAAMCO had selected the following as the Master Trust pooled accounts
for the Fund: Columbus Circle Investors, Gardner Lewis Asset
Management, L.P., Investment Counselors of Maryland, Inc., The Boston
Company Asset Management, Inc., Provident Investment Counsel, Inc., and
Wilshire Associates, Inc.
The Leveraged ESOP ("LESOP") is a leveraged Fund that invests primarily
in Bell Atlantic shares. The LESOP component of the BASP, initially
funded in 1989, is a stock bonus plan intended to qualify under
Sections 401(a)(4) and 4975(e)(7) of the Code. It is used to match the
employee's Basic Pre-Tax Allotments and Post-Tax Allotments. Depending
on the value of Bell Atlantic shares from time to time, the LESOP may
fund more or less than all of the required employer matching
contributions in a given calendar year. As a result of a continuing
series of additional LESOP refinancings (See Note 6), the LESOP is
likely to continue to generate most of the shares required for employer
matching contributions but not more than the amount required for those
contributions. In the event of a shortfall, Bell Atlantic and its
participating subsidiaries make additional employer matching
contributions to the BASP. Any surplus is allocated in equal amounts to
the BASP accounts of participants who, as of the last day of the year,
are active employees of Bell Atlantic and its participating
subsidiaries, and have account balances under the BASP. The employee
may not withdraw or transfer funds out of the LESOP Fund except for
hardship withdrawals and except for those participants over age 50 with
more than one year of participation in the BASP. On July 1, 1998, the
BASP's LESOP Fund and the Former North Plan's LESOP Fund were combined.
Two Unreleased Shares and Loan Note Accounts (the "Unallocated
Account") which are part of the LESOP Fund consist of Bell Atlantic
shares that were acquired with the proceeds of two acquisition loans
and have not yet been released and allocated to participating
employees. (See Note 6).
11
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
The PAYSOP was established by Bell Atlantic on January 1, 1984 as an
ERISA plan. The assets in the PAYSOP consists of Employing Company
contributions of Bell Atlantic Corporation common shares and earnings
thereon. As a result of PAYSOP amendments necessitated by the Tax
Reform Act of 1986, there have been no Employing Company contributions
to the PAYSOP since the 1986 plan year. Effective January 1, 1998, the
PAYSOP was merged into the BASP and the Bell Atlantic Savings and
Security for Associates of Bell Atlantic South (the "BASSP"). The
assets of the PAYSOP were transferred to the Bell Atlantic Master Trust
on January 1, 1998 and accordingly allocated to the BASP based on the
participating employees' balances in the PAYSOP as of December 31,
1997.
All the assets of the BASP are included in the Bell Atlantic Master
Trust (See Note 2) for which Mellon Bank, N.A., is the trustee.
Metropolitan Life Insurance Company (previously operating as Bankers
Trust Company) was the recordkeeper for the BASP through June 30, 1998.
As of July 1, 1998, the Kwasha Group of PricewaterhouseCoopers, LLP,
became the recordkeeper for the merged BASP.
2. ACCOUNTING POLICIES
INVESTMENTS
As of January 1, 1998, the assets of Bell Atlantic's defined benefit
plans and defined contribution plans were transferred to the NYNEX
Master Trust. Effective January 1, 1998, the NYNEX Master Trust was
renamed the Bell Atlantic Master Trust (the "Master Trust").
VALUE OF INVESTMENTS
The Trustee values the investments in the Master Trust as follows:
Investments in securities traded on national and foreign securities
exchanges are valued by the Trustee at the last reported sale prices on
the last business day of the year or, if no sales were reported on that
date, at the last reported bid prices. Over-the-counter securities and
government obligations are valued at the bid prices or the average of
the bid and asked prices on the last business day of the year from
published sources where available or, if not available, from other
sources considered reliable, generally broker quotes.
The value of each contract with an insurance company or other financial
institution included in the Income Fund is reported at contract value
in the Statements of Net Assets Available for Plan Benefits based upon
the principal then invested in by the Fund plus the interest then
accrued on such principal, which approximates the fair value. In
accordance with Statement of Position 94-4 "Reporting of Investment
Contracts held by Health and Welfare Benefit Plans
12
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
and Defined Contribution Pension Plans" and in connection with the
fully benefit-responsive investment contracts, the following
information is presented:
i. The asset weighted crediting interest rate yielded a
return of 6.1% and 6.3% for the years ended
December 31, 1999 and 1998, respectively.
ii. The crediting interest rates ranged from 5.06% to
14.4% at December 31, 1999 and 4.2% to 8.3% at
December 31, 1998.
iii. The fair value, as determined by discounting future
cash flows of the underlying BASP investments, at
December 31, 1999 and 1998, was approximately
$1,072,497 and $1,134,165, respectively.
Forward currency contracts are accounted for as contractual commitments
on a trade date basis and are carried at fair value derived by the
Trustee at the exchange rate prevailing on the last business day of the
year. Index futures contracts are recorded as contractual commitments
on a trade-date basis and are carried at fair value based on the
closing index futures price prevailing on the last business day of the
year. Both exchange rates and index futures prices are readily
available from published sources.
Temporary cash investments are stated at redemption value which
approximates fair value.
COMMITMENTS
Commitments represents the value of the ESOP shares to be allocated to
participants accounts once the scheduled corresponding loan payment is
made.
PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
INVESTMENT INCOME
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis.
NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
The Statements of Changes in Net Assets Available for Benefits reflects
the net appreciation (depreciation) in the fair value of the BASP's
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
DISTRIBUTIONS
Distributions elected to be withdrawn from the BASP by participants are
recorded when paid.
13
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
PLAN EXPENSES
The BASP pays certain administrative expenses out of assets held in the
Master Trust and out of interest income earned from the BASP's
disbursement account, as held by the Trustee, in accordance with BASP
provisions and to the extent permitted by law. Any expenses not paid by
the BASP are paid by Bell Atlantic.
BELL ATLANTIC'S USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the BASP's trust asset
administrator, to make significant estimates and assumptions that
affect the reported amounts of net assets available for benefits at the
date of the financial statements and the changes in net assets
available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES
The BASP provides for various participant investment options in any
combination of funds which can invest in any combination of stocks,
bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the
Statements of Net Assets Available for Benefits.
3. INVESTMENTS
INVESTMENT IN MASTER TRUST
All of the investment assets in the Master Trust are managed by BAAMCO
or external investment advisors. The assets in the Master Trust are
either (a) pooled between the defined benefit plans and the defined
contribution plans or (b) net assets that are specific to the defined
benefit plans, or (c) net assets specific to the defined contribution
plans. The total fair value of the Master Trust at December 31, 1999
and 1998 was approximately $56.6 billion (of which net assets totaling
approximately $21.4 billion are specific to the defined benefit plans,
item (b) above, for which separate financial statements are prepared)
and approximately $51.2 billion, respectively.
14
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
INVESTMENTS HELD IN POOLED ACCOUNTS
The pooled investments are unitized, aggregated and reported by the
Master Trust with a carrying value of $22.7 billion at December 31,
1999 and 1998, and with investment earnings of $3.9 billion and $2.2
billion for the years ended December 31, 1999 and 1998, respectively.
Given that the pooled accounts include interests of the defined
contribution plans and the defined benefit plans, the totals in each of
the following statements do not equal the carrying value or net
investment income of/from the Master Trust pooled accounts in this
footnote.
The total investments held in the Master Trust pooled accounts at
December 31, were as follows:
<TABLE>
<CAPTION>
Description Fair Value (Note 2)
----------- ---------------------------------------
1999 1998
------------------ -----------------
<S> <C> <C>
Cash - non interest bearing $ - $ 7,587
Receivables 691,568 1,300,045
Common Stock 21,107,790 18,625,854
Bell Atlantic Corporation common shares 91,530 70,998
Preferred Stock 76,783 115,874
U.S. Government Securities 99,119 1,097,450
Corporate Debt - preferred and other 228,401 1,489,671
Real estate - 166
Temporary cash investments 586,308 619,688
Other investments* 485,553 708,470
------------------ -----------------
23,367,052 24,035,803
Liabilities 650,607 1,307,975
------------------ -----------------
Total pooled net assets in the Master Trust $ 22,716,445 $ 22,727,828
================== =================
</TABLE>
*Other investments include foreign investments, principally foreign
government debt.
The BASP's interests in the Master Trust pooled accounts carrying value
and investment income of the Master Trust pooled accounts are reported
in each respective Fund option as the "Allocated share of Master Trust
Net Assets" in the Statements of Net Assets Available
15
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
for Benefits and "Allocated share of Master Trust investment
activities" in the Statements of Changes in Net Assets Available for
Benefits.
Investments in the Master Trust are allocated to the BASP's Fund
options in accordance with their respective percentages of interest.
The proportionate interests of the BASP's Fund options in the carrying
value of the Master Trust pooled accounts at December 31, were as
follows:
<TABLE>
<CAPTION>
CARRYING CARRYING
VALUE VALUE
1999 1999 1998 1998
--------------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Active U.S. Equity Fund $ 144,633 0.6367% $ 148,650 0.6540%
U.S. Balanced Fund 90,283 0.3974% 103,602 0.4558%
Global Balanced Fund 59,761 0.2631% 59,831 0.2632%
Active International Equity Fund 145,716 0.6415% 43,613 0.1919%
U.S. Small Capitalization Fund 132,845 0.5848% 106,214 0.4673%
Passive U.S. Equity Index Fund 2,183,531 9.6121% 1,957,945 8.6147%
--------------- ----------------
Total $ 2,756,769 $ 2,419,855
=============== ================
</TABLE>
INVESTMENTS HELD IN SPECIFIC ACCOUNTS
Effective January 1, 1998, the assets of all Bell Atlantic's defined
contribution plans were included in the Master Trust. The net assets
specific to these plans are the Bell Atlantic Shares Fund,
Telecommunications Fund, Government Money Market Fund, Income Fund,
Loan Fund, the ESOP allocated account, the ESOP unallocated account,
PAYSOP Fund, Passive International Equity Index Fund, and the U.S. Bond
Market Index Fund.
The investments held in the Master Trust specific accounts for the
defined contribution plans at December 31, were as follows:
<TABLE>
<CAPTION>
DESCRIPTION FAIR VALUE (NOTE 2)
----------- ----------------------------------------
1999 1998
------------------- ----------------
<S> <C> <C>
Receivables $ 401,820 $ 410,006
Common Stock 741,499 609,620
Bell Atlantic Corporation common shares 9,787,824 8,324,047
Temporary cash investments 174,224 139,788
Fixed income obligations - insurance contracts 1,826,236 1,973,019
Fixed income corporate obligations 168,522 239,031
------------------- --------------
13,100,125 11,695,511
Liabilities 578,356 642,498
------------------- --------------
Total net assets in the specific
accounts in the Master Trust $ 12,521,769 $ 11,053,013
=================== ===================
</TABLE>
16
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
Investments in the Master Trust are allocated to the BASP's Fund
options in accordance with their respective percentages of interest.
The proportionate interest of the BASP, Bell Atlantic Savings and
Security Plan for Associates of Bell Atlantic South (the "BASSP") and
the Bell Atlantic Savings and Security Plan for Associates of Bell
Atlantic North (the "NSSP") in the carrying value of the Master Trust
specific accounts at December 31, 1999 were as follows:
<TABLE>
<CAPTION>
CARRYING CARRYING CARRYING
VALUE VALUE VALUE
BASP PLAN % BASSP PLAN % NSSP PLAN %
-------------- ---------- -------------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Bell Atlantic Shares Fund $ 2,755,661 40% $ 1,411,573 21% $ 2,670,119 39%
Telecommunications Fund 297,567 53% -- -- 264,650 47%
Government Money Market Fund 147,899 85% 19,400 11% 6,955 4%
Passive International Equity Index Fund 138,330 77% 26,437 15% 14,556 8%
Income Fund 1,180,551 65% 245,693 13% 400,046 22%
Loan Fund 161,631 40% 82,001 22% 153,844 38%
ESOP 1,632,176 76% 503,322 24% -- --
U.S. Bond Market Index Fund 148,611 88% 9,864 6% 10,072 6%
PAYSOP 83,502 35% 157,309 65% -- --
-------------- -------------- --------------
Total $ 6,545,928 $ 2,455,599 $ 3,520,242
============== ============== ==============
</TABLE>
The following table reflects the investments that represent 5% or more
of the net assets in the Master Trust as of December 31:
<TABLE>
<CAPTION>
1999 1998
------------- -----------
<S> <C> <C>
Bell Atlantic Corporation common shares $9,787,824 $8,324,047
</TABLE>
INVESTMENT INCOME
Investment income and expenses are allocated to the BASP's Fund options
daily in accordance with their respective daily percentages of interest
in the Master Trust's pooled accounts. Percentages of interest are
based on the daily ratio of units owned by each plan's Fund options to
the total units in the Master Trust pooled accounts. Investment income
related to investments held in specific accounts for the defined
contribution plans is allocated to each plan's Fund options daily in
accordance with each plan's respective percentage of interest.
17
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
The allocated net investment income to the BASP's Fund options for the
years ended December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
DIVIDENDS ON
BELL ATLANTIC OTHER
CORPORATION NET INCOME/ NET
COMMON OTHER APPRECIATION EXPENSES INVESTMENT
INTEREST SHARES DIVIDENDS (DEPRECIATION) NET INCOME
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1999:
------------------
Bell Atlantic Shares Fund $ 1,984 $ - $ - $ 338,843 $ - $ 340,827
Telecommunications Fund 165 - 3,836 61,046 (18) 65,029
Government Money Market Fund 7,907 - - - - 7,907
Passive U.S. Equity Index Fund 5,033 - 23,889 365,964 (30) 394,856
Passive International Equity Index Fund 99 - - 31,781 - 31,880
Income Fund 74,575 - - 53 - 74,628
Employee Stock Ownership Plan:
Allocated - - - 173,604 3 173,607
Unallocated - - - 64,061 - 64,061
U.S. Bond Market Index Fund 78 - - (1,900) - (1,822)
Active U.S. Equity Fund 84 - 1,909 15,825 (1) 17,817
U.S. Balanced Fund 2,221 - 822 3,828 (1) 6,870
Global Balanced Fund 903 - 598 6,688 (19) 8,170
Active International Equity Fund 70 - 959 35,103 (93) 36,039
U.S. Small Capitalization Fund 208 - 864 30,725 - 31,797
PAYSOP 22 - 2,251 11,687 - 13,960
--------- -------------- ---------- -------------- ---------- ---------------
Total $ 93,349 $ - $ 35,128 $ 1,137,308 $ (159) $ 1,265,626
========= ============== ========== ============== ========== ===============
</TABLE>
<TABLE>
<CAPTION>
DIVIDENDS ON
BELL ATLANTIC OTHER
CORPORATION NET INCOME/ NET
COMMON OTHER APPRECIATION EXPENSES INVESTMENT
INTEREST SHARES DIVIDENDS (DEPRECIATION) NET INCOME
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1998:
------------------
Bell Atlantic Shares Fund $ 755 $ 56,345 $ - $ 199,961 $ - $ 257,061
Telecommunications Fund 28 - 2,010 59,508 (6) 61,540
Government Money Market Fund 4,874 - - - - 4,874
Passive U.S. Equity Index Fund 2,692 - 17,066 254,664 47 274,469
Passive International Equity Index Fund 103 - - 19,054 - 19,157
Income Fund 53,094 - - - - 53,094
Employee Stock Ownership Plan:
Allocated 53 16,644 - 155,804 - 172,501
Unallocated 1 - 25,894 82,919 - 108,814
U.S. Bond Market Index Fund 78 - - 9,820 - 9,898
Active U.S. Equity Fund 82 - 1,436 2,818 - 4,336
U.S. Balanced Fund 1,291 - 578 10,342 - 12,211
Global Balanced Fund 556 - 372 7,515 (7) 8,436
Active International Equity Fund 49 - 458 5,248 (35) 5,720
U.S. Small Capitalization Fund 162 - 521 (6,821) 3 (6,135)
PAYSOP 49 - 2,709 8,098 - 10,856
--------- -------------- ---------- -------------- ---------- ---------------
Total $ 63,867 $ 72,989 $ 51,044 $ 808,930 $ 2 $ 996,832
========= ============== ========== ============== ========== ===============
</TABLE>
18
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
4. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are used in the Master Trust's pooled
accounts primarily to rebalance fixed income/equity allocations, to
efficiently gain exposure to a specific underlying market, and to
offset the currency risk associated with foreign investments.
Leveraging of the BASP's assets and speculation are prohibited as
stated in the BASP plan documents. Offsetting currency positions are
not permitted to exceed the level of exposure in the BASP's foreign
asset base. The derivatives most commonly used by investment managers
are highly liquid, exchange-traded equity and fixed income futures and
over-the-counter foreign exchange forward contracts.
Bell Atlantic's use of financial instruments for risk management
purposes is represented by notional amounts. These notional values
represent solely contractual amounts that serve as the basis or
reference amounts upon which contractually stipulated calculations are
based. Therefore, these amounts are intended to serve as general volume
indicators only and do not represent the potential gain or loss from
market or credit risks.
Market risk arises from the potential for changes in the value of
financial instruments resulting from fluctuations in interest rates,
foreign exchange rates and prices of equity securities. Market risk is
also affected by changes in volatility and liquidity in the markets in
which these instruments are traded.
Equity price risk arises from the possibility that equity prices will
fluctuate, affecting the value of equity securities and derivative
financial instruments that derive their value from a stock index, a
particular stock or a defined basket of stocks.
The credit risk and amount of accounting loss of the BASP's forward
contracts is equal to any gains which have not been settled as of the
BASP's year end. The credit risk of the BASP's futures contracts is
equal to the posted margin plus any unsettled positive variation
margin. The amount of accounting loss at year end is equal to any
variation margin owed to the BASP.
All derivative activity relating to the BASP is within the Master Trust
pooled accounts. The Master Trust pooled accounts' derivative activity
is allocated to the BASP in accordance with the BASP's Fund options'
respective percentages of interest (see Note 3). The following
disclosures regarding the notional values, fair values, average fair
values and net trading gains are reported for the BASP.
19
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
The notional values and fair values of the derivative activity used for
trading purposes held by the BASP at December 31, were as follows:
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
Domestic Equity Futures Contracts:
Notional values $ 18,167 $ 14,235
Fair values 18,699 15,021
Forward Foreign Currency Payable Contracts:
Notional values 410 354
Fair values 414 366
Forward Foreign Currency Receivable Contracts:
Notional values 410 354
Fair values 397 364
</TABLE>
The average fair values of the derivative activity used for trading
purposes held by the BASP during the years ended December 31, were as
follows:
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
Average Fair Values:
Domestic Equity Futures Contracts $ 48,626 $ 10,444
Forward Foreign Currency Payable Contracts 432 481
Forward Foreign Currency Receivable Contracts 422 483
</TABLE>
The BASP was allocated $3,573 and $4,069 in 1999 and 1998,
respectively, of net trading losses from futures contracts. Net trading
losses allocated to the BASP from foreign exchange contracts totaled
$3,034 and $16,521 in 1999 and 1998.
5. TAX DETERMINATION
On December 8, 1997, the Internal Revenue Service issued a ruling that
the BASP meets the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and is exempt from
Federal income taxes under Section 501(a) of the Code and that the ESOP
portion of the BASP qualifies as an employee stock ownership plan
within the meaning of Section 4975(e)(7) of the Code. The BASP has been
amended since receiving the determination letter. However, the BASP's
administrator and the BASP's tax counsel believe that the BASP is
designed and is currently being operated in compliance with the
applicable requirements of the Code.
20
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
6. INDEBTEDNESS
The BASP has two LESOP loans as a result of the merger of the Former
North Plan into the BASP on July 1, 1998.
BASP LEVERAGED ESOP NOTES PAYABLE
The LESOP notes payable originally bore an 8.17% interest rate subject
to adjustment due to changes in the Federal income tax rate or changes
in the Federal law regarding the alternative minimum tax. Portions of
the LESOP notes were refinanced. In 1996, $16.7M was refinanced at
7.40%. In 1997, $20M was refinanced at 6.88%; and in 1998, $33M at
5.5%. In January 1999, $18M was refinanced at 4.64%, and in July 1999,
$22M at 6.12%. Interest and principal payments are guaranteed by Bell
Atlantic and are due on January 1 and July 1 of each year; principal
payments began July 1, 1990. The following table displays the principal
maturities under the notes with the final payment due July 1, 2005.
<TABLE>
<CAPTION>
<S> <C>
2000 $ 41,626
2001 17,295
2002 18,352
2003 19,475
2004 20,667
Thereafter 21,935
-------------
$ 139,350
=============
</TABLE>
The fair value of the LESOP notes payable is based on quoted market
prices for the same or similar instruments. As of December 31, 1999 and
1998, the notes payable carrying amount was $139,350 and $187,792, and
the estimated fair value was $120,563 and $163,595, respectively.
FORMER NORTH PLAN ESOP NOTES PAYABLE
The LESOP notes payable bears a 9.778% interest rate. The interest and
principal payments are due on February 1 of each year. Interest
payments began September 1, 1990 and principal payments began June 1,
1991. The following table displays maturities under the notes with
final payment due February 1, 2015:
<TABLE>
<CAPTION>
<S> <C>
2000 $ 17,949
2001 18,926
2002 19,854
2003 20,742
2004 21,601
Thereafter 267,663
-------------
$ 366,735
=============
</TABLE>
21
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
The $17,949 due on February 1, 2000, was prepaid by the Master Trust in
1999.
The fair value of the LESOP notes payable is based on quoted market
prices for the same or similar instruments. As of December 31, the
carrying amount and the estimated fair value of the notes payable were:
<TABLE>
<CAPTION>
1999 1999 1998 1998
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
BASP $366,735 $231,557 $383,647 $239,298
</TABLE>
7. RELATED PARTY TRANSACTIONS
BAAMCO, a wholly owned subsidiary of Bell Atlantic, is the investment
advisor for the Telecommunications Fund, Passive U.S. Equity Index
Fund, and Income Fund and therefore qualifies as a party-in-interest.
BAAMCO received no compensation from the BASP for the investment
advisory services rendered to the BASP.
8. CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the BASP to
concentrations of credit risk consist principally of investment
contracts with insurance companies and other financial institutions.
The BASP places its investment contracts with high-credit quality
insurance companies and financial institutions in order to limit credit
exposure. The BASP regularly monitors the financial stability of the
financial institutions and insurance companies.
9. PLAN AMENDMENTS
Effective December 1, 1999, the BASP was amended to allow certain
inactive participants to elect a direct Rollover into the BASP of any
or all of a lump sum or partial lump sum distribution from any cash
balance plan maintained by any Bell Atlantic Company.
Effective July 1, 1998, the BASP was amended for conforming changes in
certain administrative rules.
Effective after the close of business on June 30, 1998, the BASP was
amended to allow the merger of the Former North Plan and trust with and
into the plan and trust for BASP.
22
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
Effective January 1, 1998, the BASP was amended to merge the portion of
the PAYSOP which contains accounts for salaried employees into the
BASP.
Effective January 1, 1998 the BASP was amended to offer new investment
funds (See Note 1)
10. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The Department of Labor requires that amounts allocated to accounts of
persons who have elected to withdraw from the BASP but have not yet
been paid be reported as liabilities on the plan's 5500. In accordance
with the relevant American Institute of Certified Public Accountants
audit and accounting guide, benefits should not be accrued as
liabilities of the plan.
The following is a reconciliation of net assets available for benefits
per the financial statements to the amounts reported in Form 5500:
<TABLE>
<CAPTION>
1999 1998
-------------- ---------------
<S> <C> <C>
Net assets available for benefits presented in the
Statement of Net Assets Available for Benefits $9,302,697 $8,209,422
Less: Benefit claims payable presented in the Statement
of Net Assets Available for Benefits in Form 5500 4,002 3,049
-------------- ---------------
Net assets available for benefits presented in Statement
of Net Assets Available for Benefits in Form 5500 $9,298,695 $8,206,373
============== ===============
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the amounts reported in Form 5500:
<TABLE>
<CAPTION>
1999 1998
-------------- ---------------
<S> <C> <C>
Aggregate distributions to participants as presented in the
Statement of changes in Net Assets Available for Benefits $ 644,911 $ 456,341
Add: Current year benefits claims payable presented in the
Statement of Net Assets Available for Benefits in Form 5500 4,002 3,049
Less: Prior year benefits claims payable presented in the
Statement of Net Assets Available for Benefits in Form 5500 3,049 2,565
-------------- ---------------
Benefit payments and payments to provide benefits directly to
participants and beneficiaries presented in the Statement of
Changes in Net Assets Available for Benefits in Form 5500 $ 645,864 $ 456,825
============== ===============
</TABLE>
23
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Bell Atlantic Corporate Employees' Benefits Committee has duly
caused this annual report to be signed by the undersigned thereunto
duly authorized.
Bell Atlantic Savings Plan for Salaried
Employees
By: /s/ Thomas J. Edwards
-------------------------------------
Thomas J. Edwards
(Acting Chairman, Bell Atlantic
Corporate Employees' Benefit Committee)
Date: June 19, 2000
24
