-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U5LH5Fyv9SwJkW2/LTg/BEzYlXf5DyDdfhU2wNIlkJ7hh5WNnDQnV9epeY7tVaPI 7AXfLTwYbvdynyS/3WX6lA== 0000950109-98-002102.txt : 19980326 0000950109-98-002102.hdr.sgml : 19980326 ACCESSION NUMBER: 0000950109-98-002102 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980325 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL ATLANTIC CORP CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-08606 FILM NUMBER: 98573072 BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1717 ARCH ST 47TH FL STREET 2: 1717 ARCH ST 47TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 10-K 1 BELL ATLANTIC CORPORATION FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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 NEW YORK, NEW YORK 10036 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 395-2121 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED ------------------- ---------------- Common Stock, $.10 par value............. New York, Philadelphia, Boston, Chicago and Pacific Stock Exchanges SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 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 --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. --- At February 28, 1998, the aggregate market value of the registrant's voting stock held by non-affiliates was approximately $69,664,000,000. At February 28, 1998, 776,507,014 shares of the registrant's Common Stock were outstanding, after deducting 11,616,148 shares held in treasury. Documents incorporated by reference: Portions of the registrant's Annual Report to shareowners for the year ended December 31, 1997 (Part II). Portions of the registrant's Proxy Statement dated March 16, 1998 prepared in connection with the Annual Meeting of Shareowners (Part III). TABLE OF CONTENTS ITEM NO. PAGE - -------- ---- PART I 1. Business............................................................ 1 2. Properties.......................................................... 13 3. Legal Proceedings................................................... 14 4. Submission of Matters to a Vote of Security Holders................. 15 Executive Officers of the Registrant.................................... 15 PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters................................................ 16 6. Selected Financial Data............................................. 16 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................. 16 7A. Quantitative and Qualitative Disclosures About Market Risk.......... 16 8. Financial Statements and Supplementary Data......................... 17 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............................................... 17 PART III 10. Directors and Executive Officers of the Registrant.................. 17 11. Executive Compensation.............................................. 17 12. Security Ownership of Certain Beneficial Owners and Management...... 17 13. Certain Relationships and Related Transactions...................... 17 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.... 18 UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 20, 1998 PART I Item 1. Business GENERAL Bell Atlantic Corporation (the "Company") was incorporated in 1983 under the laws of the State of Delaware and has its principal executive offices at 1095 Avenue of the Americas, New York, New York 10036 (telephone number 212-395- 2121). The Company's principal operating subsidiaries are: New York Telephone Company ("New York Telephone"); Bell Atlantic - New Jersey, Inc. ("Bell Atlantic - New Jersey"); Bell Atlantic - Pennsylvania, Inc. ("Bell Atlantic - Pennsylvania"); New England Telephone and Telegraph Company ("New England Telephone"); Bell Atlantic - Maryland, Inc. ("Bell Atlantic - Maryland"); Bell Atlantic - Virginia, Inc. ("Bell Atlantic - Virginia"); Bell Atlantic - West Virginia, Inc. ("Bell Atlantic - West Virginia"); Bell Atlantic - Delaware, Inc. ("Bell Atlantic - Delaware"); Bell Atlantic - Washington, D.C., Inc. ("Bell Atlantic - Washington, D.C.") (collectively, the "telephone subsidiaries") and Bell Atlantic Mobile. BELL ATLANTIC - NYNEX MERGER On August 14, 1997, the Company and NYNEX Corporation ("NYNEX") consummated a merger whereby NYNEX became a subsidiary of the Company and NYNEX shareowners received 0.768 of a share of Company common stock for each share of NYNEX common stock owned. In 1997, the Company recognized merger-related costs of approximately $519 million, consisting of $200 million of direct incremental costs, $223 million of employee severance costs and $96 million of transition and integration costs. The Company expects that, over the three years following the closing of the merger, transition and integration costs will aggregate between $400 million to $500 million. By the year 2000, the Company is targeting recurring expense savings of approximately $1.1 billion and approximately $300 million a year in capital savings by consolidating and integrating networks and operating systems, eliminating approximately 3,100 management positions, centralizing procurement, reducing the need for contract services, consolidating real estate, combining information systems and eliminating duplicative operations. The Company also expects to add approximately $400 million a year in revenues from its current product portfolio by using best marketing and advertising practices. TELECOMMUNICATIONS ACT OF 1996 The Telecommunications Act of 1996 (the "Act") became effective on February 8, 1996. Prior to the enactment of the Act, the operations of the Company and its subsidiaries were subject to the requirements of the "Modification of Final Judgment" ("MFJ"), a consent decree that arose out of an antitrust action brought by the United States Department of Justice ("DOJ") against AT&T Corp. ("AT&T") and the Bell Operating Companies ("BOCs"), including the telephone subsidiaries. The Act provides that any conduct or activity previously subject to the MFJ is now subject instead to the restrictions and obligations imposed by the Act. In general, the Act includes provisions that open local exchange markets to competition and permit Bell Operating Companies ("BOCs"), or their affiliates, such as the Company, to engage in manufacturing and to provide services between Local Access and Transport Areas ("LATAs"). These LATAs are generally centered on a city or based on some other identifiable common geography and, with certain limited exceptions, each LATA marks the boundary within which a BOC has been limited to providing telephone service pursuant to the MFJ. Under the Act, the ability of the Company to engage in businesses previously prohibited by the MFJ is largely dependent on satisfying certain conditions contained in the Act and regulations to be promulgated thereunder. 1 The Act takes a two-fold approach to the rules governing competition in the interLATA market. First, the Company is permitted to apply for state approval to offer interLATA services originating in states outside of the geographic region in which the telephone subsidiaries operate as local exchange carriers. In addition, the Company's wireless businesses are permitted to offer interLATA services without having to comply with the conditions imposed in waivers granted under the MFJ. Second, each of the telephone subsidiaries must demonstrate to the Federal Communications Commission ("FCC") that it has satisfied certain requirements in order for the Company to be permitted to offer interLATA services for calls originating within the geographic region in which the telephone subsidiary operates as a local exchange carrier. Among the requirements with which a telephone subsidiary must comply is a 14-point "competitive checklist," which includes steps the telephone subsidiaries must take which will help competitors offer local services through resale of the telephone subsidiaries' service, purchase of unbundled network elements from the telephone subsidiaries, or through the competitors' own networks. The Company must also demonstrate to the FCC that its entry into the interLATA market would be in the public interest. In December, 1997, a U.S. District Court found that the line-of-business restrictions in the Act, including the requirement that BOCs alone comply with a competitive checklist before being allowed to provide long distance, are unconstitutional because they apply only to the BOCs. The Company was allowed to join the case prior to the court's decision. The court has granted a stay of its decision pending appeals by DOJ and other parties. The FCC is required to conduct a number of rulemakings to implement the Act. See "FCC Regulation and Interstate Rates" and "Competition - Local Exchange Services." DOMESTIC TELECOMMUNICATIONS OPERATIONS Approximately 80% of the Company's 1997 operating revenues was from services provided by the telephone subsidiaries. The telephone subsidiaries presently serve a territory ("Territory") consisting of 31 LATAs and provide mainly two types of telecommunications services, exchange telecommunications and exchange access. Exchange telecommunications service is the transmission of telecommunications among customers located within a LATA. Examples of exchange telecommunications services include switched local residential and business services, private line voice and data services, Wide Area Telecommunications Service, long distance and Centrex services. Exchange access service links a customer's premises and the transmission facilities of other telecommunications carriers, generally interLATA carriers. Examples of exchange access services include switched access and special access services. The Company has organized certain telecommunications group functions into business units operating across the telephone subsidiaries. The business units focus on specific market segments. The telephone subsidiaries remain responsible within their respective service areas for the provision of telephone services, financial performance and regulatory matters. The Consumer Services business unit markets communications services to residential customers within the Territory (22 million households and 63 million people). 1997 revenues were approximately $9.5 billion, representing approximately 39% of the telephone subsidiaries' aggregate revenues. These revenues were derived primarily from the provision of telephone services to residential users. The Wholesale Services business unit markets (i) switched and special access to the telephone subsidiaries' local exchange networks, and (ii) billing and collection services, including recording, rating, bill processing and bill rendering. 1997 revenues were approximately $5.8 billion, representing approximately 24% of the telephone subsidiaries' aggregate revenues. Approximately 85% of total Wholesale Services revenues were derived from interexchange carriers; AT&T is the largest single customer. Most of the remaining revenues came from business customers and government agencies with their own special access network connections, wireless companies and other local exchange carriers which resell network connections to their own customers. 2 The General Business Services business unit markets communications and information services to small and medium-sized businesses. The General Business Services business unit has approximately 1.6 million customers in the Territory which in 1997 generated approximately $3.9 billion in revenues, representing approximately 16% of the telephone subsidiaries' aggregate revenues. The Large Business Services business unit markets communications and information services to large businesses. These services include voice switching/processing services (e.g., dedicated private lines, custom Centrex, call management and voice messaging), end-user networking (e.g., credit and debit card transactions, and personal computer-based conferencing, including data and video), internetworking (establishing links between the geographically disparate networks of two or more companies or within the same company), network integration (integrating multiple geographically disparate networks into one system), network optimization (disaster avoidance, 911 service, intelligent vehicle highway systems), video services (distance learning, telemedicine, videoconferencing) and interactive multimedia applications services. 1997 revenues were approximately $3.5 billion, representing approximately 15% of the telephone subsidiaries' aggregate revenues. The Public and Operator Services business unit markets pay telephone and operator services in the Territory to meet consumer needs for accessing public networks and locating and identifying network subscribers, and to provide calling assistance and arrange billing alternatives (e.g., calling card, collect and third party calls). 1997 revenues were approximately $1 billion, representing approximately 4% of the telephone subsidiaries' aggregate revenues. The Federal Systems business unit markets communications and information technology and services to departments, agencies and offices of the executive, judicial and legislative branches of the federal government. 1997 revenues were approximately $500 million, representing approximately 2% of the telephone subsidiaries' aggregate revenues. The Network Group manages the technologies, services and systems platforms required by the business units and the telephone subsidiaries to meet the needs of their customers, including switching, feature development and on-premises installation and maintenance services. FCC REGULATION AND INTERSTATE RATES The telephone subsidiaries are subject to the jurisdiction of the FCC with respect to interstate services and certain related matters. In 1997, the FCC adopted orders to reform the interstate access charge system, to modify its price cap system and to implement the "universal service" requirements of the Act. Access Charges Interstate access charges are the rates long distance carriers pay for use and availability of the telephone subsidiaries' facilities for the origination and termination of interstate service. The FCC's order adopted changes to the access tariff structures in order to permit the telephone subsidiaries to recover a greater portion of their interstate costs through rates that reflect the manner in which those costs are incurred. The FCC required a phased restructuring of access charges, beginning in January 1998, so that the telephone subsidiaries' non-usage-sensitive costs will be recovered from long distance carriers and end- users through flat rate charges, and usage-sensitive costs will be recovered from long distance carriers through usage-based rates. In addition, the FCC will require establishment of different levels of usage-based charges for originating and for terminating interstate traffic. A portion of the telephone subsidiaries' interstate costs are also recovered through flat monthly charges to subscribers ("subscriber line charges"). Under the FCC's order, subscriber line charges for primary residential and single line businesses will remain unchanged initially, but such charges for additional residential lines and multi-line businesses will rise. The FCC has begun an investigation of the tariffs filed by the telephone subsidiaries and other local exchange carriers to implement this new rate structure. 3 Price Caps The FCC also adopted modifications to its price cap rules which affect access rate levels. Under those rules, each year the Company's price cap index is adjusted downward by a fixed percentage intended to reflect increases in productivity ("Productivity Factor") and adjusted upward by an allowance for inflation (the GDP-PI). In the prior year, the Company's Productivity Factor was 5.3%. The FCC created a single Productivity Factor of 6.5% for all price cap companies, eliminated requirements to share a portion of future interstate earnings and required that rates be set as if the higher Productivity Factor had been in effect since July 1996. Any local exchange company that earns an interstate rate of return below 10.25% in a calendar year will be permitted to increase its interstate rates in the following year. The FCC also ordered elimination of recovery for amortized costs associated with the implementation of equal access to all long distance carriers and removal of certain general overhead costs that it concluded were associated with other detariffed services. The FCC is expected to adopt an order in 1998 to address the conditions under which the FCC would relax or remove existing access rate structure requirements and price cap restrictions as increased local market competition develops. Universal Service The FCC also adopted rules implementing the "universal service" provision of the Act, which was designed to ensure that a basket of designated services is widely available and affordable to all customers, including low-income customers and customers in areas that are expensive to serve. The FCC's universal service support in 1998 will approximate $1.5 billion for high cost areas. The support amount thereafter cannot yet be determined. The FCC, in conjunction with the Federal-State Joint Board on Universal Service, will adopt a methodology for determining high-cost areas for nonrural carriers, and the proper amount of federal universal service support for high cost areas. A new federal high cost universal service support mechanism will become effective in 1999. The FCC also adopted rules to implement the Act's requirements to provide discounted telecommunications services to schools and libraries and to ensure that not-for-profit rural health care providers have access to such services at rates comparable to those charged their urban counterparts. All telecommunications carriers must contribute funding for these universal service programs. The federal universal service funding needs as of January 1, 1998 require each of the telephone subsidiaries to contribute approximately 2% of its interstate retail revenues for high-cost and low income subsidies. Each of the telephone subsidiaries will also be contributing a portion of its total retail revenues for schools, libraries and not-for-profit health care. The telephone subsidiaries will recover these contributions through interstate charges to long distance carriers and end-users. STATE REGULATION OF RATES AND SERVICES The communications services of the telephone subsidiaries are subject to regulation by the public utility commissions in the jurisdictions in which they operate with respect to intrastate rates and services and certain other matters. In most jurisdictions in the Territory, the telephone subsidiaries have been able to replace rate of return regulation with price regulation plans. New York Telephone New York Telephone has been regulated by the New York State Public Service Commission ("NYSPSC") under the Performance Incentive Plan since 1995. The plan is performance-based, replacing rate of return regulation with a form of price regulation and incentives to improve service, and does not restrict New York Telephone's earnings. Prices were capped at current rates for "basic" services such as residence and business exchange access, residence and business local calling and LifeLine service, and price reduction commitments were established for a number of services, including toll and intraLATA carrier access services. Certain prices may be adjusted annually based on certain costs associated with NYSPSC mandates and other defined "exogenous" events. The plan establishes service quality targets with stringent rebate provisions if New York Telephone is unable to meet some or all of the targets. 4 Bell Atlantic - New Jersey Bell Atlantic - New Jersey is regulated under a Plan for Alternative Form of Regulation (the "New Jersey Plan"), which expires on December 31, 1999. The New Jersey Plan divides Bell Atlantic - New Jersey's services into Rate-Regulated Services and Competitive Services. Rate-Regulated Services are grouped in two categories: - "Protected Services": Basic residence and business service, Touch-Tone, access services and the ordering, installation and restoration of these services. Basic residence service rates are capped through 1999. However, revenue-neutral rate restructuring for Rate-Regulated Services, including Protected Services and basic residence service, is permitted. - "Other Services": Custom Calling, Custom Local Area Signaling Services ("CLASS" services which utilize Signaling System 7), operator services and 911 enhanced service. All earnings above a return on equity of 13.7% for Rate-Regulated Services are shared equally with customers. There is no cap on earnings for Rate-Regulated Services. Competitive Services are deregulated. In approving its 1997 review of the Company's performance of its obligation under the New Jersey Plan, the BPU approved elimination of the provisions of the New Jersey Plan which would have allowed certain formula based rate adjustments for Protected and Rate Regulated Services. Bell Atlantic - Pennsylvania Bell Atlantic - Pennsylvania is regulated under an Alternative Regulation Plan (the "Pennsylvania Plan") approved in 1994 by the Pennsylvania Public Utility Commission ("PPUC"). The Pennsylvania Plan provides for a pure price cap plan with no sharing of earnings with customers, and replaces rate base rate of return regulation. The Pennsylvania Plan removes from price and earnings regulation certain competitive services, including directory advertising, billing services, Centrex service, paging, speed calling and repeat calling. Bell Atlantic - Pennsylvania can, and has, made subsequent filings with the PUC to have other services declared competitive. All remaining services are price regulated. Under price regulation, annual price increases up to, but not exceeding, the inflation rate (GDP-PI) minus 2.93% are permitted. Annual price decreases are required when the GDP-PI falls below 2.93%. Prices for protected services in the noncompetitive category, which include residential and business basic exchange services, special access and switched access, are capped through 1999. However, revenue-neutral rate restructuring for noncompetitive services is permitted. The Pennsylvania Plan requires Bell Atlantic - Pennsylvania to propose a Lifeline service for residential customers on a revenue-neutral basis. The Plan also requires deployment of a universal broadband network, which must be completed in phases: 20% by 1998; 50% by 2004; and 100% by 2015. Deployment must be reasonably balanced among urban, suburban and rural areas. In December 1997, following appeals by several parties, the Pennsylvania Supreme Court upheld the PPUC's approval of the Pennsylvania Plan. Bell Atlantic - Washington, D.C. In 1996, the District of Columbia Public Service Commission ("DCPSC") approved a price cap plan for intra-Washington, D.C. services provided by Bell Atlantic - Washington, D.C. Provisions of the plan include (1) a term of four years, through December 31, 1999; (2) three service categories: basic, discretionary, and competitive; (3) caps on certain basic residential rates for the term of the plan, with other basic rates to change with the rate of inflation (GDP-PI) minus 3%; (4) discretionary service rate increases of up to 15% annually; (5) elimination of price limits on competitive service rates; and (6) elimination of the regulation of profits. 5 New England Telephone Maine In 1995, the Maine Public Utilities Commission ("MPUC") adopted a five-year price cap plan for New England Telephone, with the provision for a five-year extension after review by the MPUC. Overall average prices and specific rate elements for most services are limited by a price cap formula of inflation minus a productivity factor plus or minus certain exogenous cost changes. There is no restriction on New England Telephone's earnings. The MPUC also established a service quality index with penalties in the form of customer rebates to apply if service quality categories are missed. Massachusetts In 1995, the Massachusetts Department of Public Utilities ("MDPU") approved a price regulation plan for New England Telephone through August 2001, with no restriction on earnings. Certain residence exchange rates are capped. Pricing rules limit New England Telephone's ability to increase prices for most services, including a ceiling on the weighted average price of all tariffed services based on a formula of inflation minus a productivity factor plus or minus certain exogenous changes. The MDPU also established a quality of service index and tied service quality to the level of the productivity factor. New England Telephone's inability to meet the performance levels in any given month would result in an increase in the productivity offset by one-twelfth of one percent for purposes of the annual price cap filing. New Hampshire New England Telephone's operations are subject to rate of return regulation. Rhode Island In 1996, the Rhode Island Public Utilities Commission ("RIPUC") approved an incentive regulation plan for New England Telephone. The plan has no set term or expiration, although there are opportunities for annual review by the RIPUC, and there is no earnings cap or sharing mechanism. Other features of the Plan include: more stringent service quality requirements, including a financial penalty, and no increase in residence or business basic exchange rates through 1999. Vermont New England Telephone's operations are subject to rate of return regulation. Bell Atlantic - Maryland In 1996, the Public Service Commission of Maryland ("MPSC") approved a price cap plan for regulating the intrastate services provided by Bell Atlantic - Maryland. Under the plan, services are divided into six categories: Access; Basic-Residential; Basic-Business; Discretionary; Competitive; and Miscellaneous. Rates for Access, Basic-Residential and Basic-Business are capped for a period of three years. After the cap period, rates for services in these three categories can be increased or decreased annually under a formula that is based upon changes in the rate of inflation (GDP-PI) minus a productivity offset based upon changes in the rate of inflation (CPI). Rates for Discretionary services may be increased under the same formula. Rates for Competitive services may be increased without regulatory limits. Regulation of profits is eliminated. Bell Atlantic - West Virginia In February 1998, the West Virginia Public Service Commission ("WVPSC") issued an order extending the Incentive Regulation Plan until December 31, 2000. The Incentive Regulation Plan includes pricing flexibility for competitive services. Bell Atlantic - West Virginia is committed to invest at least $225 million in its network over the three-year period from 1998 through 2000. Bell Atlantic - Virginia Effective in 1995, the Virginia State Corporation Commission ("VSCC") approved an optional regulatory plan that regulates Bell Atlantic - Virginia's noncompetitive services on a price cap basis and does not regulate Bell Atlantic - - Virginia's competitive services. The plan includes a moratorium on rate increases for basic local telephone service until 2001 and eliminates regulation of profits. 6 Bell Atlantic - Delaware In 1994, Bell Atlantic - Delaware elected to be regulated under the alternative regulation provisions of the Delaware Telecommunications Technology Investment Act of 1993 (the "Delaware Telecommunications Act"). The Delaware Telecommunications Act provides that: -the prices of "Basic Telephone Services" (e.g., dial-tone and local usage) will remain regulated and cannot change in any one year by more than the rate of inflation (GDP-PI) less 3%; -the prices of "Discretionary Services" (e.g., Identa Ring(SM) and Call Waiting) cannot increase more than 15% per year per service; -the prices of "Competitive Services" (e.g., directory advertising and message toll service) are not subject to tariff or regulation; and -Bell Atlantic - Delaware will develop a technology deployment plan with a commitment to invest a minimum of $250 million in Delaware's telecommunications network during the first five years of the plan. The Delaware Telecommunications Act also provides protections to ensure that competitors will not be unfairly disadvantaged, including a prohibition on cross-subsidization, imputation rules, service unbundling and resale service availability requirements, and a review by the Delaware Public Service Commission ("DSPC")during the fifth year of the plan. In March 1998, the DPSC voted to approve Bell Atlantic - Delaware's request to extend Bell Atlantic Delaware's term under the Delaware Telecommunications Act until March 2002. COMPETITION Legislative changes, including provisions of the Act discussed above under "Telecommunications Act of 1996," regulatory changes and new technology are continuing to expand the types of available communications services and equipment and the number of competitors offering such services. The Company anticipates that these industry changes, together with the rapid growth, enormous size and global scope of these markets, will attract new entrants and encourage existing competitors to broaden their offerings. Current and potential competitors in telecommunication services include long distance companies, other local telephone companies, cable companies, wireless service providers, foreign telecommunications providers, electric utilities, Internet service providers and other companies that offer network services. Many of these companies have a strong market presence, brand recognition and existing customer relationships, all of which contribute to intensifying competition and may affect the Company's future revenue growth. In addition, a number of major industry participants have announced mergers, acquisitions and joint ventures which could substantially affect the development and nature of some or all of the Company's markets. Local Exchange Services The ability to offer local exchange services has historically been subject to regulation by state regulatory commissions. Applications from competitors to provide and resell local exchange services have been approved in every jurisdiction in the Territory. The Act is expected to significantly increase the level of competition in all of the Company's local exchange markets. One of the purposes of the Act was to ensure, and accelerate, the emergence of competition in local exchange markets. Toward this end, the Act requires most existing local exchange carriers (incumbent local exchange carriers, or "ILECs"), including the telephone subsidiaries, to permit potential competitors (competitive local exchange carriers, or "CLECs") to (i) purchase service from the ILEC for resale to CLEC customers, (ii) purchase unbundled network elements from the ILEC, and/or (iii) interconnect its network with the ILEC's network. The Act provides for arbitration by the state public utility commission if an ILEC and a CLEC are unable to reach agreement on the terms of the arrangement sought by the CLEC. 7 In 1997, a U.S. Court of Appeals found that the FCC unlawfully attempted to preempt state authority in implementing key provisions of the Act and that several provisions of the FCC's rules are inconsistent with the statutory requirements. In particular, it affirmed that the states have exclusive jurisdiction over the pricing of local interconnection and resale arrangements, that the FCC cannot lawfully allow competitors to "pick and choose" isolated terms out of negotiated interconnection agreements, that the FCC cannot require incumbent local exchange carriers to provide competitors a pre-assembled network platform at network element prices or to combine unbundled network elements for competitors. The U.S. Supreme Court has agreed to hear appeals by the DOJ and other parties of that decision. Negotiations between the telephone subsidiaries and various CLECs, and arbitrations before state public utility commissions, have continued. As of March 1, 1998, the telephone subsidiaries had entered into approximately 330 agreements with CLECs, covering all of the Territory. The Company expects that these agreements, and the Act, will continue to lead to substantially increased competition in its local exchange markets in 1998 and subsequent years. The Company believes that this competition will be both on a facilities basis and in the form of resale by CLECs of the telephone subsidiaries' service. Under the various agreements and arbitrations discussed above, the telephone subsidiaries are generally required to sell their services to CLECs at discounts ranging from approximately 15% to 29% from the prices the telephone subsidiaries charge their retail customers. IntraLATA Toll Services IntraLATA toll calls originate and terminate within the same LATA, but generally cover a greater distance than a local call. All of the state regulatory commissions in the Territory permit other carriers to offer intraLATA toll services within the state (except in the District of Columbia, where intraLATA toll service is not provided). Until the implementation of "presubscription," intraLATA toll calls were completed by the telephone subsidiaries unless the customer dialed a code to access a competing carrier. Presubscription changes this dialing method and enables customers to make these toll calls using another carrier without having to dial an access code. The Act generally prohibits, with certain exceptions, a state from requiring presubscription until the earlier of such time as the BOC is authorized to provide long distance services originating in the state or three years from the effective date of the Act. New York Telephone completed implementation of intraLATA presubscription in 1996. By December 1997, the telephone subsidiaries had also implemented presubscription in Delaware, Maine, New Hampshire, New Jersey, Pennsylvania, Rhode Island, Vermont, and West Virginia. The telephone subsidiaries in Maryland, Massachusetts and Virginia expect to offer intraLATA presubscription coincident with the Company's offering of long distance services in those states, or as ordered by their state regulatory commissions in accordance with the Act. Implementation of presubscription for intraLATA toll services has begun to have a material negative effect on intraLATA toll service revenues in those jurisdictions where, as noted above, presubscription has been implemented before the Company is permitted to offer long distance services. The adverse impact on intraLATA toll services revenues is expected to be partially offset by an increase in intraLATA access revenues. Alternative Access A substantial portion of the telephone subsidiaries' revenues from business and government customers is derived from a relatively small number of large, multiple-line subscribers. The telephone subsidiaries face competition from alternative communications systems, constructed by large end-users, interexchange carriers and alternative access vendors, which are capable of originating and/or terminating calls without the use of the telephone subsidiary's plant. The ability of such alternative access providers to compete with the telephone subsidiaries has been enhanced by the FCC's orders requiring the telephone subsidiaries to offer virtual collocated interconnection for special and switched access services. 8 Other potential sources of competition include cable television systems, shared tenant services and other non-carrier systems which are capable of bypassing the telephone subsidiaries' local plant, either partially or completely, through substitution of special access for switched access or through concentration of telecommunications traffic on fewer of the telephone subsidiaries' lines. Wireless Services Wireless services also constitute potential sources of competition to the telephone subsidiaries. Wireless portable telephone services employ digital technology allow customers to make and receive telephone calls from any location using small handsets, and can also be used for data transmission. The Company's investment in Wireless Services is described below under "Global Wireless Communications." Public Telephone Services The telephone subsidiaries face increasing competition in the provision of pay telephone services from other providers. In addition, the growth of wireless communications decreases usage of public telephones. Operator Services Alternative operator services providers have entered into competition with the telephone subsidiaries' operator services product line. INFORMATION SERVICES The Company (through Bell Atlantic Yellow Pages Company, Bell Atlantic Electronic Commerce Services, Inc. and other subsidiaries) publishes printed and electronic directories, provides an Internet-based electronic shopping service and provides Internet access services. The Company's directory publishing business produces 600 domestic and international Yellow Page directories with nearly 900,000 advertisers and distributes approximately 80 million copies annually in its regional markets as well as in Poland, the Czech Republic, Slovakia, Gibraltar and Greece. The Company offers its Internet access services in 13 states and the District of Columbia and provides on-line shopping services with more than 10,000 advertisers and nearly 2 million visits per month. 1997 revenues from the Company's Information Services were approximately $2.3 billion. LONG DISTANCE SERVICES With respect to interLATA services originating outside of the Territory, the Company, through its subsidiaries, Bell Atlantic Communications, Inc. and NYNEX Long Distance Company, has complied with state entry requirements in 34 states. With respect to interLATA services within the Territory, although the Company believes that the District Court decision will be upheld on appeal (see "Telecommunications Act of 1996" above), the Company is continuing to work through the regulatory process at both the state and federal levels in order to be in a position to enter the in-region long distance market in 1998. The Company expects to petition the FCC for permission to enter the in-region long distance market in New York in the second half of this year and in one or more other states by year-end. The Company anticipates entering the in-region long distance market in at least one jurisdiction during the second half of 1998, but there can be no assurance that any approval will be forthcoming in time to permit the Company to do so. The timing of the Company's long distance entry in each of its 14 jurisdictions depends on the receipt of FCC approval and on the ultimate outcome of the appeals of the District Court's decision. 9 GLOBAL WIRELESS COMMUNICATIONS United States The Company provides wireless communications services in the United States principally through its subsidiary, Bell Atlantic Mobile ("BAM"), and PrimeCo Personal Communications, L.P. ("PrimeCo"), a joint venture. BAM provides wireless services to approximately 5.4 million customers in the Northeast, mid-Atlantic, Southeast and Southwest portions of the United States. BAM competes with other cellular carriers and personal communications service ("PCS") providers licensed by the FCC. Competing PCS providers offer competitive pricing plans, digital technology, and enhanced calling features. BAM has introduced new pricing plans designed to meet this new competition, and offers digital service as well as enhanced calling features in its markets. PrimeCo is a partnership owned by Bell Atlantic, U S WEST, Inc. and AirTouch Communications to provide PCS. PrimeCo is licensed by the FCC to provide PCS in the Midwest, Southeast, Southwest and at year-end had approximately 387,000 customers. Mexico The Company has a 42.1% economic interest in Grupo Iusacell, S.A. de C.V. ("Iusacell"), a telecommunications company in Mexico whose primary business is the provision of cellular telephone service. Another shareowner group owns 47.7% of Iusacell, and the remaining 10.2% is held by public shareowners. In February 1997, the Company consummated a restructuring of its investment in Iusacell to permit the Company to assume management control without increasing its percentage ownership. The restructuring also required the Company to convert certain subordinated debentures into equity and to make additional financing available to Iusacell. The Company expects that the restructuring will help Iusacell take advantage of growth opportunities in its existing cellular business and in emerging fixed wireless and long distance markets. Iusacell has licenses in the four central regions of Mexico, including Mexico City and at year-end had approximately 400,000 subscribers. Italy The Company has a 17.45% economic interest in Omnitel Pronto Italia, S.p.A. ("Omnitel"), an Italian digital cellular telecommunications company. At year- end, Omnitel had approximately 2.4 million subscribers. Czech Republic and Slovakia The Company has an economic interest of approximately 25% in EuroTel Praha sr. o. and EuroTel Bratislava a.s., which have been operating cellular systems in the Czech Republic and Slovakia, respectively, since 1991. At year-end, the two companies had approximately 438,000 subscribers. Greece The Company has a 20% economic interest in STET Hellas Telecommunications S.A. ("STET Hellas"), which holds one of two nationwide licenses for cellular services in Greece. At year-end, STET Hellas had approximately 390,000 subscribers. Indonesia The Company has an economic interest of approximately 23% in P.T. Excelcomindo Pratama ("Excelcomindo"), which holds a nationwide license to provide cellular service in Indonesia. At year-end, Excelcomindo had approximately 133,000 subscribers. 10 INTERNATIONAL TELECOM New Zealand In 1990, wholly owned subsidiaries of the Company and Ameritech Corporation ("Ameritech") each purchased approximately 49.8% of the common shares of Telecom Corporation of New Zealand Limited ("TCNZ") from the New Zealand government for an aggregate purchase price of approximately $2.4 billion. Under the terms of the acquisition and subsequent agreements with the New Zealand government, the Company and Ameritech were required to sell equity interests in TCNZ such that their combined ownership would, within four years of the acquisition, be reduced to 49.9%. Through public and private sales during 1991 and 1993, the Company reduced its ownership interest in TCNZ to 24.82%, and, together with Ameritech, completed the sell-down obligation. As a result of TCNZ's share repurchase plan, which was completed in December 1997, the Company increased its ownership interest to 24.95%, the maximum permitted level. The New Zealand government retains a single share in TCNZ, which gives the government the right to limit residential local service price increases to no more than the rate of inflation and requires a flat-rate local calling option for residential customers. TCNZ continues to be the principal provider of telecommunications services in New Zealand, offering local service, national and international long distance service, cellular service and Internet access. TCNZ faces increasing competition in most of its markets. In February 1998, the Company issued approximately $2.5 billion in exchangeable notes. The notes have a maturity of five years and may be exchangeable into shares of TCNZ, with the exchange price established at a premium of 20% to the TCNZ share price at the time of the offering. The notes will be noncallable for a period of at least three years, and will not be exchangeable by investors for an initial period of 18 months. Upon exchange by investors, the Company will retain the option to settle in cash or by delivery of shares. Proceeds from the offering are being used for general corporate purposes, including the repayment of a portion of the Company's short- term debt. Great Britain The Company has an 18.5% economic interest in Cable & Wireless Communications, PLC ("CWC"), which was created in April 1997 through the merger of Mercury Communications, NYNEX CableComms, and Bell Cablemedia, following the acquisition of Videotron Holdings by Bell Cablemedia. CWC provides telecommunications and CATV services and at year-end had approximately 901,000 residential telephony lines and 753,000 CATV subscribers. Thailand The Company has an economic interest of 18.2% in TelecomAsia Corporation Public Company Limited ("TelecomAsia"), which operates a telecommunications network and CATV system in metropolitan Bangkok. At year-end, TelecomAsia had approximately 1,252,000 telephony lines in service and 150,000 CATV subscribers. Philippines The Company has a 20% economic interest in BayanTel Telecommunications Holdings Corporation ("BayanTel"), a local exchange provider. At year-end, BayanTel had approximately 237,000 customers. FLAG Fiberoptic Link Around the Globe Limited (FLAG) is a joint venture which owns and operates an undersea fiberoptic cable system, providing digital communications links between Europe and Asia. The Company is the managing sponsor of FLAG and holds approximately a 38% equity interest in the venture and a 41% funding obligation. FLAG completed construction of its network and launched commercial service in the fourth quarter of 1997. At year-end, 66 international carriers had leased capacity with FLAG. 11 EMPLOYEES As of December 31, 1997, the Company and its subsidiaries had approximately 141,000 employees. Approximately 70% of the employees of the Company and its subsidiaries are represented by unions. Collective bargaining agreements with the unions expire in August 1998. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Information set forth in this Annual Report on Form 10-K regarding expected or possible future events is forward-looking and subject to risks and uncertainties. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the forward-looking statements: (i) materially adverse changes in economic conditions in the markets served by the Company or by companies in which the Company has substantive investments or changes in available technology; (ii) the final outcome of FCC rulemakings, and judicial review of those rulemakings, with respect to the access and interconnection that the telephone subsidiaries must provide other carriers under the Act; (iii) the final outcome of FCC rulemakings with respect to access charge reform and universal service; (iv) future state regulatory actions in the Territory; (v) the extent, timing and success of competition from others in the local telephone and intraLATA toll service markets; (vi) the timing and profitability of the Company's entry into the in- region long distance market; (vii) the success and expense of the remediation efforts of the Company and its suppliers in achieving year 2000 compliance and (viii) the outcome of collective bargaining with the unions. 12 Item 2. Properties GENERAL The principal properties of the Company do not lend themselves to simple description by character and location. The Company's investment in plant, property and equipment, 91% of which was held by the telephone subsidiaries in 1997 (89% in 1996), consisted of the following at December 31: 1997 1996 ---- ---- Central office equipment.......................... 38% 36% Cable, wiring and conduit......................... 34 34 Other equipment................................... 16 15 Land and buildings................................ 9 9 Other............................................. 3 6 --- --- 100% 100% === === "Central office equipment" consists of switching equipment, transmission equipment and related facilities. "Cable, wiring and conduit" consists primarily of aerial cable, underground cable, conduit and wiring. "Other equipment" consists of public telephone instruments and telephone equipment (including PBXs) used by the telephone subsidiaries in their operations, poles, furniture, office equipment, vehicles and other work equipment, and cellular plant. "Land and buildings" consists of land owned in fee and improvements thereto, principally central office buildings. "Other" property consists primarily of plant under construction, capital leases and leasehold improvements. The customers of the telephone subsidiaries are served by electronic switching systems that provide a wide variety of services. The telephone subsidiaries' network is in a transition from an analog to a digital network, which provides the capabilities to furnish advanced data transmission and information management services. At December 31, 1997, approximately 92% of the access lines were served by digital capability. Substantially all of the assets of New York Telephone Company, totaling approximately $12.6 billion at December 31, 1997, are subject to lien under New York Telephone Company's refunding mortgage bond indenture. CAPITAL EXPENDITURES The telephone subsidiaries have been making and expect to continue to make significant capital expenditures to meet the demand for communications services and to further improve such services. Capital expenditures were approximately $6.6 billion in 1997, $6.4 billion in 1996 and $6.3 billion in 1995. Capital expenditures exclude additions under capital leases and the equity component of allowance for funds used during construction prior to the discontinuance of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation." The total investment in plant, property and equipment was approximately $77.4 billion at December 31, 1997, $75.7 billion at December 31, 1996 and $72.0 billion at December 31, 1995, in each case after giving effect to retirements, but before deducting accumulated depreciation at such date. 13 Item 3. Legal Proceedings In 1991, the Company, its Chief Executive Officer and its former Chief Financial Officer were named as defendants in several identical class action complaints. These complaints, which were consolidated in a single proceeding in the United States District Court for the Eastern District of Pennsylvania and subsequently amended, alleged that, during a class period from June 14, 1990 through January 22, 1991, the plaintiffs purchased shares of Bell Atlantic stock at inflated prices as a result of the defendants' alleged failure to disclose material information regarding certain aspects of the Company's financial performance and prospects. In April 1997, the trial court granted summary judgment in favor of all defendants on the federal securities law claims and dismissed the pendent state law claims without prejudice. In January 1998, the United States Court of Appeals for the Third Circuit affirmed the decision of the lower court. 14 Item 4. Submission of Matters to a Vote of Security Holders Not Applicable EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is certain information with respect to the Company's executive officers.
Held Name Age Office Since - --------------------------- --- ---------------------------------------------------------- ----- Raymond W. Smith 60 Chairman of the Board and Chief Executive Officer 1989 Ivan G. Seidenberg 51 Vice Chairman, President and Chief Operating Officer 1997 Lawrence T. Babbio, Jr. 53 President and Chief Executive Officer - Network Group 1997 Chairman - Global Wireless Group James G. Cullen 55 President and Chief Executive Officer - Telecom Group 1997 Jacquelyn B. Gates 46 Vice President - Ethics, Compliance, Diversity and Organization Development 1997 Alexander H. Good 48 Executive Vice President - Strategy and Corporate Development 1998 Melvin Meskin 53 Vice President - Comptroller 1997 Patrick F.X. Mulhearn 46 Vice President - Corporate Communications 1997 Donald J. Sacco 56 Executive Vice President - Human Resources 1997 Frederic V. Salerno 54 Senior Executive Vice President and Chief Financial 1997 Officer/Strategy and Business Development Doreen A. Toben 48 Vice President and Chief Financial Officer - Telecom Group 1997 Chester N. Watson 47 Vice President - Internal Auditing 1997 Morrison DeS. Webb 50 Executive Vice President - External Affairs and 1997 Corporate Communications Ellen C. Wolf 44 Vice President - Treasurer 1997 James R. Young 46 Executive Vice President - General Counsel 1997
Prior to serving as an executive officer of the Company, each of the above officers, with the exception of Mr. Good, have held high level managerial positions with the Company or one of its subsidiaries for at least five years. From 1990 until joining the Company in 1994, Mr. Good served as Senior Vice President of Mobile Telecommunications Technology Corporation (MTEL) and President of MTEL International. Officers are not elected for a fixed term of office but are removable at the discretion of the Board of Directors. 15 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The principal market for trading in the common stock of the Company is the New York Stock Exchange. The common stock is also listed in the United States on the Boston, Chicago, Pacific, and Philadelphia stock exchanges. As of December 31, 1997, there were 1,233,500 shareowners of record. High and low stock prices, as reported on the New York Stock Exchange composite tape of transactions, and dividend data are as follows: Market Price Cash ------------------ Dividend High Low Declared -------- -------- -------- 1997: First Quarter........................ $71 3/8 $59 1/4 $.74 Second Quarter....................... 78 1/4 56 3/4 .74 Third Quarter........................ 81 11/16 68 .77 Fourth Quarter....................... 91 3/4 74 3/4 .77 1996: First Quarter........................ $74 7/8 $61 1/8 $.72* Second Quarter....................... 67 3/4 59 .72 Third Quarter........................ 64 55 1/8 .72 Fourth Quarter....................... 68 58 1/2 .72 *Includes a payment of $.005 per common share for redemption of rights under the Company's Shareholder Rights Plan. Item 6. Selected Financial Data The Selected Financial Data on page 8 of the Company's 1997 Annual Report to shareowners is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Management's Discussion and Analysis of Results of Operations and Financial Condition on pages 9 through 22 of the Company's 1997 Annual Report to shareowners is incorporated herein by reference. In March 1998, the American Institute of Certified Public Accountants issued Statement of Position No 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," (SOP 98-1). The Company is required to adopt SOP 98-1 effective January 1, 1999, although earlier adoption is permitted. SOP 98-1 provides, among other things, guidance for determining whether computer software is for internal use and when costs related to such software should be expensed as incurred or capitalized and amortized. The Company is currently evaluating the provisions of SOP 98-1 and has not yet determined what the impact of adopting this statement will have on its future results of operations or financial position. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information relating to market risk is included in Management's Discussion and Analysis of Results of Operations and Financial Condition under the caption "Market Risk" on pages 18 and 19 of the Company's 1997 Annual Report to shareowners and is incorporated herein by reference. 16 Item 8. Financial Statements and Supplementary Data The Report of Independent Accountants, Consolidated Statements of Income, Consolidated Balance Sheets, Consolidated Statements of Changes in Shareowners' Investment, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements on pages 23 through 49 of the Company's 1997 Annual Report to shareowners are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable. PART III Item 10. Directors and Executive Officers of Registrant For information with respect to the executive officers of the Company, see "Executive Officers of the Registrant" at the end of Part I of this Report. For information with respect to the Directors of the Company, see "Election of Directors" on pages 3 through 8 of the Proxy Statement for the Company's 1998 Annual Meeting of Shareowners, which is incorporated herein by reference. For information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, see "Section 16(a) Beneficial Ownership Reporting Compliance" on page 21 of the Proxy Statement for the Company's 1998 Annual Meeting of Shareowners, which is incorporated herein by reference. Item 11. Executive Compensation For information with respect to executive compensation, see "Executive Compensation" on pages 14 through 19, "Stock Performance Graph" on page 20, "Bell Atlantic Pension Plans" on pages 22 and 23, and "Employment Agreements" on pages 23 and 24 of the Proxy Statement for the Company's 1998 Annual Meeting of Shareowners, which are incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management For information with respect to the security ownership of the Directors and Executive Officers of the Company, see "Security Ownership of Directors and Officers" on page 21 of the Proxy Statement for the Company's 1998 Annual Meeting of Shareowners, which is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions For information with respect to certain relationships and related transactions, see "Corporate Governance - Other Matters" on page 3 of the Proxy Statement for the Company's 1998 Annual Meeting of Shareowners, which is incorporated herein by reference. 17 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) The following documents are filed as part of this report: (1) Financial Statements See Index to Financial Statements and Financial Statement Schedule appearing on Page F-1. (2) Financial Statement Schedules See Index to Financial Statements and Financial Statement Schedule appearing on Page F-1. (3) Exhibits Exhibits identified in parentheses below, on file with the Securities and Exchange Commission (SEC) in File No. 1-8606 except as otherwise noted, are incorporated herein by reference as exhibits hereto. Exhibit Number - ------ 3(i) Restated Certificate of Incorporation of Bell Atlantic Corporation ("Bell Atlantic"). (Exhibit 3(i) to Form 8-K, date of report August 14, 1997.) 3(ii) By-Laws of Bell Atlantic. (Exhibit 3(i) to Form 8-K, date of report August 14, 1997.) 4 No instrument which defines the rights of holders of long-term debt, of Bell Atlantic and all of its consolidated subsidiaries, is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(A). Pursuant to this regulation, Bell Atlantic hereby agrees to furnish a copy of any such instrument to the SEC upon request. 10a Bell Atlantic Senior Management Short Term Incentive Plan, as amended and restated effective as of January 22 1996. (Exhibit 10a to Form 10-K for the year ended December 31, 1996.)* 10a(i) Description of Amendment, effective August 14, 1997. (Exhibit 10a(i) to Form 10-Q for the quarter ended September 30, 1997.)* 10b Bell Atlantic Senior Management Long-Term Disability and Survivor Protection Plan, as amended. (Exhibit 10h to Form SE filed on March 27, 1986.)* 10b(i) Resolutions amending the Plan, effective as of January 1, 1989. (Exhibit 10d to Form SE dated March 29, 1989.)* 10b(ii) Description of Amendments, effective January 1, 1998, to Bell Atlantic Senior Management Long Term Disability Plan (formerly known, as the Bell Atlantic Senior Management Long-Term Disability and Survivor Protection Plan).* 10c Bell Atlantic Personal Financial Services Program, as amended and restated as of July 1, 1995. (Exhibit 10c to Form 10-K for the year ended December 31, 1995.)* 10c(i) Termination of Bell Atlantic Personal Financial Services Program, effective January 1, 1998* 10d Bell Atlantic Deferred Compensation Plan for Outside Directors, as amended and restated as of February 1, 1995. (Exhibit 10d to Form 10-K for the year ended December 31, 1994.)* 18 10e Bell Atlantic Insurance Plan for Directors. (Exhibit 10hh to Registration Statement on Form S-1 No. 2-87842).* 10f Description of Bell Atlantic Plan for Non-Employee Directors' Travel Accident Insurance. (Exhibit 10ii to Registration Statement on Form S-1 No. 2-87842.)* 10g Section 6 from Bell Atlantic Cash Balance Plan regarding limitations on payment of pension amounts which exceed the limitations contained in the Employee Retirement Income Security Act of 1974. (Exhibit 10g to Form 10-K for the year ended December 31, 1996.)* 10h Bell Atlantic Senior Management Retirement Income Plan, as amended and restated effective as of January 1, 1996. (Exhibit 10h to Form 10-K for the year ended December 31, 1996.)* 10h(i) Termination of Bell Atlantic Senior Management Retirement Income Plan, effective December 31, 1997, with respect to active participants.* 10i Bell Atlantic Deferred Compensation Plan, as amended and restated as of January 1, 1997. (Exhibit 10i to Form 10-K for the year ended December 31, 1996.)* 10i(i) Description of Amendments to Bell Atlantic Deferred Compensation Plan (renamed the Bell Atlantic Senior Management Income Deferral Plan), effective January 1, 1998.* 10j Bell Atlantic 1985 Incentive Stock Option Plan, as amended and restated as of July 1, 1996. (Exhibit 10j to Form 10-K for the year ended December 31, 1996.)* 10j(i) Description of Amendment and Administrative Change to Bell Atlantic 1985 Incentive Stock Option Plan, effective August 14, 1997. (Exhibit 10a(i) to Form 10-Q for the quarter ended September 30, 1997.)* 10k Bell Atlantic Retirement Plan for Outside Directors, as amended and restated as of January 1, 1996. (Exhibit 10k to Form 10-K for the year ended December 31, 1995.)* 10l Bell Atlantic Stock Compensation Plan for Outside Directors, as amended and restated as of January 1, 1996. (Exhibit 10l to Form 10-K for the year ended December 31, 1995.)* 10m Bell Atlantic Corporation Directors' Charitable Giving Program. (Exhibit 10p to Form SE dated March 29, 1990.)* 10m(i) Resolutions amending and partially terminating the Program. (Exhibit 10p to Form SE dated March 29, 1993.)* 10n Employment Agreement, dated July 10, 1996, between Bell Atlantic and Lawrence T. Babbio, Jr. (Exhibit 10o to Form 10-K for the year ended December 31, 1996.)* 10o Resolution, dated January 24, 1994, granting Lawrence T. Babbio, Jr. certain nonqualified stock options to purchase American Depository Receipts representing Series L shares of the capital stock of Grupo Iusacell, S.A. de C.V. (Exhibit 10s to Form 10-K for the year ended December 31, 1993.)* 10p Form of stock option grant to Lawrence T. Babbio, Jr. and William O. Albertini, dated February 18, 1997, containing terms and conditions of certain nonqualified stock options to purchase American Depository Receipts representing Series L shares of the capital stock of Grupo Iusacell, S.A. de C.V. (Exhibit 10q to Form 10-K for the year ended December 31, 1996.)* 10q Employment Agreement, dated June 30, 1996, between Bell Atlantic and James G. Cullen. (Exhibit 10s to Form 10-K for the year ended December 31, 1996.)* 19 10r Employment Agreements, dated June 24, 1996, with William O. Albertini, Bruce S. Gordon, Stuart C. Johnson and James R. Young. (Exhibit 10(e) to Registration Statement on Form S-4 No. 333-11573.)* 10s Forms of Stay Incentive Agreement and Separation and Non-Compete Agreement with P. Alan Bulliner, Patrick C.G. Coulter, Alexander H. Good, Thomas R. McKeough, Kevin P. Pennington, Doreen A. Toben and Ellen C. Wolf. (Exhibit 10(f) to Registration Statement on Form S-4 No. 333- 11573.)* 10t Bell Atlantic Salary Program for Senior Managers, effective August 14, 1997. (Exhibit 10x to Form 10-Q for the quarter ended September 30, 1997.)* 10u Description of Changes in Compensation for Outside Directors of Bell Atlantic, effective August 14, 1997 (Exhibit 10y to Form 10-Q for the quarter ended September 30, 1997.)* 10v Employment Agreement, dated August 14, 1997, by and between Bell Atlantic and Raymond W. Smith (Exhibit 10aa to Form 10-Q for the quarter ended September 30, 1997.)* 10w Employment Agreement, dated August 14, 1997, by and between Bell Atlantic and Ivan G. Seidenberg (Exhibit 10bb to Form 10-Q for the quarter ended September 30, 1997.)* 10x NYNEX Senior Management Transfer Program. (Exhibit No. 10-ee to NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)* 10y NYNEX Deferred Compensation Plan for Non-Employee Directors. (Exhibit No. 10-gg to NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)* 10y(i) Amendment to NYNEX Corporation Deferred Compensation Plan for Non-Employee Directors (Exhibit No. 10 iii 5a to NYNEX's Quarterly Report on Form 10-Q, for the period ended June 30, 1996, File No. 1-8608.)* 10z Description of NYNEX Insurance Plan for Directors. (Exhibit No. 10-hh to NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)* 10aa Description of NYNEX Plan for Non-Employee Directors' Travel Accident Insurance. (Exhibit No. 10-ii to NYNEX's Registration Statement No. 2- 87850, File No. 1-8608.)* 10bb NYNEX Senior Management Incentive Award Deferral Plan. (Exhibit No. 10 iii 8 to NYNEX's Quarterly Report on Form 10-Q, for the period ended June 30, 1996, File No. 1-8608.)* 10bb(i) Termination of NYNEX Senior Management Incentive Award Deferral Plan, effective December 31, 1997, with respect to active participants.* , 10cc Description of NYNEX Mid-Career Hire Program. (Exhibit No. 10-ll to NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)* 10dd NYNEX Mid-Career Pension Program. (Exhibit No. 10-mm to NYNEX's Registration Statement No. 2-87850, File No. 1-8608.)* 10dd(i) Termination of NYNEX Mid-Career Pension Program, effective December 31, 1997, with respect to active participants.* 10ee NYNEX 1984 Stock Option Plan, as amended and restated. (Post-Effective Amendment No. 1 to NYNEX's Registration No. 2-97813, dated September 21, 1987, File No. 1-8608.)* 20 10ff Description of NYNEX Non-Employee Director Pension Plan. (Exhibit No. (28) (i) 1 to Amendment No. 1 to NYNEX's 1987 Annual Report on Form 10-K, File No. 1-8608.)* 10ff(i) NYNEX Corporation Non-Employee Director Pension Plan. (Exhibit No. 99 to NYNEX's Proxy Statement dated March 18, 1996, File No. 1-8608.)* 10gg NYNEX 1987 Restricted Stock Award Plan (Exhibit No. (28) (i) 1 to NYNEX's filing on Form SE dated March 23, 1988, File No. 1-8608.)* 10hh NYNEX 1990 Stock Option Plan. (Exhibit No. 2 to the Registrant's Proxy Statement dated March 26, 1990, File No. 1-8608.)* 10ii NYNEX Stock Plan for Non-Employee Directors. (Exhibit No. 10 iii (A) 22 to the Registrant's 1990 Annual Report on Form 10-K, File No. 1-8608.)* 10jj NYNEX Supplemental Life Insurance Plan. (Exhibit No. 10 iii 21 to NYNEX's Quarterly Report on Form 10-Q for the period ended June 30, 1996, File No. 1-8608.)* 10kk NYNEX 1995 Long Term Incentive Program. (Exhibit No. 1 to NYNEX's Proxy Statement dated March 21, 1994, File No. 1-8608.)* 10ll NYNEX 1995 Stock Option Plan. (Exhibit No. 2 to NYNEX's Proxy Statement dated March 21, 1994, File No. 1-8608.)* 10mm NYNEX 1990 Stock Option Plan as amended. (Exhibit No. 2 to NYNEX's Proxy Statement dated March 20, 1995, File No. 1-8608.)* 10nn NYNEX 1995 Stock Option Plan as amended. (Exhibit No. 1 to NYNEX's Proxy Statement dated March 20, 1995, File No. 1-8608.)* 10oo NYNEX 1995 Long Term Incentive Program as amended. (Exhibit No. 3 to NYNEX's Proxy Statement dated March 20, 1995, File No. 1-8608.)* 10pp NYNEX Corporation Non-Employee Director Retainer Stock Plan. (Exhibit No. 99 to NYNEX's Proxy Statement dated March 18, 1996, File No. 1-8608.)* 10qq NYNEX Executive Retention Agreement. (Exhibit No. 10 iii 35 to NYNEX's Quarterly Report on Form 10-Q, for the period ended June 30, 1996, File No. 1-8608.)* 10rr Description of Bell Atlantic Senior Management Death Benefit Plan, effective April 1, 1998.* 10ss Description of Bell Atlantic Senior Management Flexible Spending Perquisite Account, effective January 1, 1998.* 21 12 Computation of Ratio of Earnings to Fixed Charges. (Exhibit 12 to Form 8- K, date of report March 13, 1998.) 13 Portions of Bell Atlantic's Annual Report to shareowners for the year ended December 31, 1997. (Exhibit 99 to Form 8-K, date of report March 13, 1998.) 21 List of subsidiaries of Bell Atlantic. 23 Consent of Independent Accountants. 24 Powers of Attorney. - ----------- *Indicates management contract or compensatory plan or arrangement. (b) Current Reports on Form 8-K filed during the quarter ended December 31, 1997: A Current Report on Form 8-K, dated October 22, 1997, was filed regarding Bell Atlantic's third quarter 1997 financial results. A Current Report on Form 8-K, dated December 12, 1997, was filed regarding certain statements made at a Bell Atlantic Global Analyst Conference on December 12, 1997. A Current Report on Form 8-K, dated December 22, 1997, was filed regarding Bell Atlantic's plans to issue exchangeable notes for general corporate purposes. 22 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BELL ATLANTIC CORPORATION By /s/ Mel Meskin ------------------------------------ Mel Meskin Vice President - Comptroller March 25, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. +++++ Principal Executive Officer: Chairman of the + Raymond W. Smith Board and Chief + Executive Officer + + Principal Financial Officer: Senior Executive Vice + Frederic V. Salerno President and Chief + Financial Officer/Strategy and + Business Development + + Principal Accounting Officer: Vice President - Comptroller + Mel Meskin + + Directors: + + Lawrence T. Babbio, Jr. + Richard L. Carrion +++++ By /s/ Mel Meskin James G. Cullen + ------------------------ Lodewijk J.R. de Vink + Mel Meskin James H. Gilliam, Jr. + (individually and as Stanley P. Goldstein + attorney-in-fact) Helene L. Kaplan + March 25, 1998 Thomas H. Kean + Elizabeth T. Kennan + John F. Maypole + Joseph Neubauer + Thomas H. O'Brien + Eckhard Pfeiffer + Hugh B. Price + Rozanne L. Ridgway + Frederic V. Salerno + Ivan G. Seidenberg + Walter V. Shipley + Raymond W. Smith + John R. Stafford + Morrison DeS. Webb + Shirley Young +++++
23 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page Number --------------------------- Annual Form Report to 10-K Shareowners ---------- ----------- Report of Independent Accountants.................................... F-2 23 Consolidated Statements of Income For the years ended December 31, 1997, 1996 and 1995................ -- 24 Consolidated Balance Sheets December 31, 1997 and 1996.......................................... -- 25 Consolidated Statements of Changes in Shareowners' Investment For the years ended December 31, 1997, 1996 and 1995................ -- 26 Consolidated Statements of Cash Flows For the years ended December 31, 1997, 1996 and 1995................ -- 27 Notes to Consolidated Financial Statements........................... -- 28-49 Schedule II--Valuation and Qualifying Accounts For the years ended December 31, 1997, 1996 and 1995................ F-3 --
Financial statement schedules other than that listed above have been omitted because such schedules are not required or applicable. F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareowners of Bell Atlantic Corporation Our report on the consolidated financial statements of Bell Atlantic Corporation and subsidiaries has been incorporated by reference in this Form 10-K from page 23 of the 1997 Annual Report to shareowners of Bell Atlantic Corporation and subsidiaries. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the index on page F-1 of this Form 10-K. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. /s/Coopers & Lybrand L.L.P. 1301 Avenue of the Americas New York, New York February 9, 1998 F-2 BELL ATLANTIC CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (DOLLARS IN MILLIONS)
Additions ------------------------- Charged to Balance at Charged Other Balance Beginning To Accounts Deductions at End Description of period Expenses --Note(a) --Note(b) of period - ----------------------------- ---------- -------- ---------- ------------- --------- Allowance for Uncollectible Accounts Receivable: Year 1997................ $ 566.7 $530.5 $ 557.3 $1,042.6 $611.9 Year 1996................ $ 475.0 $493.7 $ 554.6 $ 956.6 $566.7 Year 1995................ $ 426.4 $423.5 $ 413.0 $ 787.9 $475.0 Valuation Allowance for Deferred Tax Assets: Year 1997................ $ 44.8 $ 64.7 $ .5 $ 30.6 $ 79.4 Year 1996................ $ 39.3 $ 14.2 $ 1.3 $ 10.0 $ 44.8 Year 1995................ $ 64.6 $ 9.1 $ 1.3 $ 35.7 $ 39.3 Restructuring Reserves: Year 1997................ $ 330.1 $ -- $ -- $ 180.5 $149.6 Year 1996................ $ 700.6 $ -- $ -- $ 370.5 $330.1 Year 1995................ $ 1,186.8 $ -- $ -- $ 486.2 $700.6 Allowance for Uncollectible Finance Lease Receivable: Year 1997................ $ 23.8 $ 12.9 $ -- $ 11.8 $ 24.9 Year 1996................ $ 24.3 $ -- $ -- $ .5 $ 23.8 Year 1995................ $ 22.2 $ 2.3 $ -- $ .2 $ 24.3
- ------------ (a) Allowance for Uncollectible Accounts Receivable includes (1) amounts previously written off which were credited directly to this account when recovered, and (2) accruals charged to accounts payable for anticipated uncollectible charges on purchases of accounts receivable from others which were billed by the Company. (b) Amounts written off as uncollectible or transferred to other accounts or utilized (except for the valuation allowance for deferred tax assets). In 1995 and 1994, amounts include ending balances for businesses sold during the year. F-3 EX-10.B.II 2 BELL ATLANTIC SENIOR MANG. L.T.D. PLAN 01/01/98 EXHIBIT 10b(ii) Description of Amendments, effective January 1, 1998, to Bell Atlantic Senior Management Long Term Disability Plan (formerly known as the Bell Atlantic Senior Management Long-Term Disability and Survivor Protection Plan) Effective January 1, 1998, the Human Resources Committee of the Board of Directors of Bell Atlantic amended the Bell Atlantic Senior Management Long Term Disability Plan (the "Plan"), as follows: 1. The Plan exclusively covers members of the "Senior Management" of Bell Atlantic and its affiliated companies, including without limitation those Senior Managers who were formerly employed by NYNEX Corporation and its subsidiaries who formerly participated in the NYNEX Senior Management Long Term Disability and Survivor Protection Plan, and that NYNEX plan was then terminated with respect to coverage of active employees. As of December 31, 1997, the Plan ceases to cover other executives who do not have the status of Senior Manager. 2. The Plan provides a short term disability ("STD") benefit equal to 100 percent of base salary for up to 26 weeks, offset by any other STD benefits paid by any other employer-sponsored STD plan, and offset by Workers Compensation benefits. 3. If the Senior Manager continues to be disabled after exhausting 26 weeks of STD benefits, the Plan provides a long term disability ("LTD") benefit equal to 60 percent of pay (where "pay" means the sum of base salary plus the short term incentive), offset by the company-paid 50 percent benefit under the LTD plan applicable to management employees, and further offset by Workers Compensation, other publicly funded disability benefits, and other sources of income as determined by the Plan administrator. The maximum annual benefit shall be $420,000 per annum. 4. The Human Resources Committee delegated to the Executive Vice President -- Human Resources of Bell Atlantic the authority to adopt and administer such other terms and conditions as that officer may approve from time to time. EX-10.C.I 3 BELL ATLANTIC SENIOR MANG. FLEX SPEND 01/01/98 EXHIBIT 10c(i) Adoption of Bell Atlantic Senior Management Flexible Spending Perquisite Account, effective January 1, 1998, and termination of Bell Atlantic Personal Financial Services Program On August 14, 1997, the Human Resources Committee ("HRC") of the Board of Directors of Bell Atlantic adopted a new Bell Atlantic Senior Management Flexible Perquisites Program (the "Program") in lieu of perquisites formerly provided under the Bell Atlantic Senior Management Personal Financial Services Program and under certain other perquisite programs including the program of cash allowances (sometimes referred to as the "car allowance program") for Senior Managers. The Program was phased in during the period from August through December of 1997, during a transition period which coincided with the phase out of the prior programs, which were terminated as of December 31, 1997, with respect to active Senior Managers. The Program applies to all Senior Managers of Bell Atlantic and its affiliated companies, including without limitation those Senior Managers who were formerly employed by NYNEX Corporation or its subsidiaries. The new Program provides (a) monthly cash allowances in lieu of the automobile allowances and certain other cash allowances formerly available to Senior Managers, and (b) quarterly reimbursements of actual expenses (up to stated dollar limits) for financial planning, tax preparation and estate planning, in accordance with the following schedule of annualized amounts: Reimbursement Maximum Allowance Limit Annual Amount Chief Executive Officer: $18,000 $18,000 $36,000 Chief Operating Officer: $18,000 $18,000 $36,000 Band 1 Senior Manager: $15,000 $15,000 $30,000 Band 2 Senior Manager: $12,000 $12,000 $24,000 Band 3 Senior Manager: $ 9,000 $ 9,000 $18,000 Band 4 Senior Manager: $ 6,000 $ 2,000 $ 8,000 The Bell Atlantic Personal Financial Services Program will continue to be administered for Senior Managers who retired prior to August 14, 1997, until the limited benefits under that program are exhausted for those prior retirees. EX-10.H.I 4 TERM. BELL ATLANTIC SEN. MANG. RETIRE. INC. PLAN EXHIBIT 10h(i) Termination of Bell Atlantic Senior Management Retirement Income Plan, effective December 31, 1997, with respect to active participants. Effective December 31, 1997, the Human Resources Committee ("HRC") of the Board of Directors of Bell Atlantic terminated benefit accruals for active participants under the Bell Atlantic Senior Management Retirement Income Plan ("RIP"), and authorized the Executive Vice President -- Human Resources of Bell Atlantic, as plan administrator, to credit such accrued benefits of active participants on that date to the respective individual deferred compensation accounts for those individuals under the newly adopted Bell Atlantic Senior Management Income Deferral Plan. Thereafter, the RIP will be administered solely for the benefit of inactive participants who retired or otherwise separated from service on or before December 31, 1997. EX-10.I.I 5 AMEND. BELL ATLANTIC DEFERRED COMPENSATION PLAN EXHIBIT 10i(i) Description of Amendments to Bell Atlantic Deferred Compensation Plan (renamed the Bell Atlantic Senior Management Income Deferral Plan) On November 25, 1997, the Human Resources Committee ("HRC") of the Board of Directors of the Company approved amendments, effective as of January 1, 1998, to the Bell Atlantic Deferred Compensation Plan, which is renamed the Bell Atlantic Senior Management Income Deferral Plan ("Plan"). Pursuant to the action of the HRC, the Plan shall apply to the top 200-300 "Senior Managers" of the Company and its subsidiaries as follows: A. Voluntary Deferral Portion of the Plan -------------------------------------- The terms and conditions of the Plan, which pertain to voluntary deferrals of Senior Management compensation and Company-matching contributions on applicable portions of such voluntary deferrals, shall, on and after January 1, 1998, be administered as a voluntary deferral program under the Plan. B. Company Contribution Program of the Plan ---------------------------------------- The Plan shall include, in addition to the voluntary deferral program, a defined contribution, individual account program consisting of Company contributions and earnings on such accounts (the "Company Contribution Program"). 1. On and after January 1, 1998, each Senior Manager in active service shall participate in the Company Contribution Program in lieu of: (a) the Executive Retirement Account ("ERA") adopted by NYNEX Corporation in 1995, (b) any other nonqualified defined benefit pension plan formerly maintained for NYNEX senior managers or executives (including without limitation the NYNEX Mid-Career Pension Plan, or "MCPP"); (c) the Bell Atlantic Senior Management Retirement Income Plan ("RIP"), (d) the Bell Atlantic Executive Management Retirement Income Plan ("ERIP"), or (e) any other nonqualified supplemental retirement plan maintained for employees who are not Senior Managers. 2. A Senior Manager's account balance as of December 31, 1997 under the ERA shall be transferred as of January 1, 1998 to the Company Contribution Program, and the schedule of transition benefits applicable to any such Senior Manager under the ERA shall be retained and administered under the Company Contribution Program. 3. A Senior Manager's accrued benefit (if any) as of December 31, 1997 under the MCPP, RIP, or ERIP, shall be expressed as a present value and shall be converted to an opening account balance under the Company Contribution Program, in accordance with a set of transition rules and schedules which shall be designed in a manner similar to the 1995 transition rules for the ERA plan, which shall ensure that there shall be no reduction in any benefit accrued by a participant through December 31, 1997 under MCPP, RIP or ERIP, and which shall take into account certain aspects of the assumed projected future growth of the MCPP, RIP or ERIP benefit (whichever is applicable). 4. Employer contributions to the Company Contribution Program shall be a percentage of a Senior Manager's "Covered Compensation", which shall mean the sum of the gross amounts of (a) the Senior Manager's annual award under the Short Term Incentive Plan, and (b) the amount by which the Senior Manager's base salary exceeds the limit on compensation that can be taken into account under a qualified retirement plan pursuant to Internal Revenue Code Section 401(a)(17), as that limit may be adjusted from time to time. 5. The Company Contribution Program shall provide for employer contributions to a participating Senior Manager's account, commencing as of the later of January 1, 1998 or the date an executive is designated a Senior Manager, and shall continue during active service as a Senior Manager, as follows: (a) for the first 20 years, at an annual rate equal to 32% of Covered Compensation, and (b) for each additional year thereafter, at an annual rate equal to 7% of Covered Compensation. 6. A Senior Manager's account balance under the Company Contribution Program shall be invested in any one or more of the investment vehicles which are available under the voluntary deferral portion of the Plan (except the Tandem Investment Account), and such investment vehicles shall mirror (and shall duplicate the investment performance of) the funds which are available to participants under the qualified Savings Plans maintained by the Company. 7. Accrued benefits under the Company Contribution Program shall be fully vested at all times; provided, however, that the Company shall retain the discretion to cause a forfeiture of some or all of a participant's benefit under the Company Contribution Program if the Company determines that the participant has violated the non-compete rules of the Plan or has engaged in serious misconduct contrary to written policies and harmful to the Company or its affiliated companies or their reputation; provided, further, that, to facilitate retention of key executives, the Chairman shall have the discretion to cause a forfeiture of any transition benefit (as described in paragraphs 3 and 4 above) that would otherwise be credited to an account upon an executive's separation from service if the Chairman determines that the executive's departure at that time is seriously detrimental to the interests of the Company. 8. A participant's account balance under the Company Contribution Program shall be distributed at a time, and in a manner, as determined under terms and conditions which mirror the terms of the voluntary deferral program; provided, however, that a distribution of a participant's balance under the Company Contribution Program may not commence prior to his or her separation from service. 9. In the event of death, the account balance under the Company Contribution Plan shall be distributable in one or more installments to the designated benficiary(ies) of the participant, or if none is designated, to the deceased's estate. 10. For each participant who is a Senior Manager at the time of separating from service, the Company Contribution Program under the Plan shall provide for a benefit equal to the amount by which the participant's benefit under the tax-qualified pension or cash balance plan in which he or she participates, is reduced by application of the limitations of Section 415 of the Internal Revenue Code. 11. The Plan shall be a plan participating in the Bell Atlantic Rabbi Trust. EX-10.BB.I 6 TERM. NYNEX SEN. MANG. INCENT. AWARD 12/31/97 EXHIBIT 10bb(i) Termination of NYNEX Senior Management Incentive Award Deferral Plan, effective December 31, 1997, with respect to active participants. Effective December 31, 1997, the Human Resources Committee ("HRC") of the Board of Directors of Bell Atlantic terminated benefit accruals for active participants under the NYNEX Senior Management Incentive Award Deferral Plan (the "Plan"), and authorized the Executive Vice President -- Human Resources of Bell Atlantic, as plan administrator, to credit such accrued benefits of active participants on that date to the respective individual deferred compensation accounts for those individuals under the newly adopted Bell Atlantic Senior Management Income Deferral Plan. Thereafter, the Plan will be administered solely for the benefit of inactive participants who retired or otherwise separated from service on or before December 31, 1997. EX-10.DD.I 7 TERM. NYNEX MID-CAREER PENSION PROGRAM 12/31/97 EXHIBIT 10dd(i) Termination of NYNEX Mid-Career Pension Program, effective December 31, 1997, with respect to active participants. Effective December 31, 1997, the Human Resources Committee ("HRC") of the Board of Directors of Bell Atlantic terminated benefit accruals for active participants under the NYNEX Mid-Career Pension Program (the "Plan"), and authorized the Executive Vice President -- Human Resources of Bell Atlantic, as plan administrator, to credit such accrued benefits of active participants on that date to the respective individual deferred compensation accounts for those individuals under the newly adopted Bell Atlantic Senior Management Income Deferral Plan. Thereafter, the Plan will be administered solely for the benefit of inactive participants who retired or otherwise separated from service on or before December 31, 1997. EX-10.RR 8 BELL ATLANTIC SENIOR MANG. DEATH BENEFIT PLAN EXHIBIT 10rr Description of Bell Atlantic Senior Management Death Benefit Plan On November 25, 1997, the Human Resources Committee ("HRC") of the Board of Directors of the Company adopted the Bell Atlantic Senior Management Death Benefit Plan ("Plan"). Pursuant to the action of the HRC, the program shall apply to the top 200-300 "Senior Managers" of the Company and its subsidiaries as follows: Each employee (including each Senior Manager and each employee who is a participant but not a Senior Manager) who currently participates in the NYNEX Supplemental Life Insurance Plan (the "NYNEX Death Benefit Plan") shall continue participation in the NYNEX Death Benefit Plan subject to its current terms and conditions; provided, however, that the NYNEX Death Benefit Plan shall not admit any new participants on or after November 25, 1997. Each current Senior Manager of the Company (excluding any Senior Manager described in the preceding paragraph), and any employee who is subsequently named a Senior Manager, shall participate in the Plan, a new program with a death benefit effective April 1, 1998 (with premium payments commencing retroactive to January 1, 1998), which shall provide (a) a death benefit equal to five times compensation (defined in the Plan for this purpose as the current year's salary and 50% of the applicable maximum short-term incentive adjusted annually until the attainment of age 60 by the Senior Manager) during the period of active employment and for a five year period commencing with the date of the Senior Manager's separation from service; and (b) thereafter, a death benefit equal to two times compensation (defined in the Plan for this purpose as final base salary). The Plan's benefits shall be provided through a split-dollar life insurance arrangement with cash surrender value allocable to the Senior Manager's account, subject to terms and conditions set forth in the Plan documents. EX-10.SS 9 BELL ATLANTIC SENIOR MANG. LTD PLAN 01/01/98 EXHIBIT 10ss Adoption of Bell Atlantic Senior Management Flexible Spending Perquisite Account, effective January 1, 1998, and termination of Bell Atlantic Personal Financial Services Program On August 14, 1997, the Human Resources Committee ("HRC") of the Board of Directors of Bell Atlantic adopted a new Bell Atlantic Senior Management Flexible Perquisites Program (the "Program") in lieu of perquisites formerly provided under the Bell Atlantic Senior Management Personal Financial Services Program and under certain other perquisite programs including the program of cash allowances (sometimes referred to as the "car allowance program") for Senior Managers. The Program was phased in during the period from August through December of 1997, during a transition period which coincided with the phase out of the prior programs, which were terminated as of December 31, 1997, with respect to active Senior Managers. The Program applies to all Senior Managers of Bell Atlantic and its affiliated companies, including without limitation those Senior Managers who were formerly employed by NYNEX Corporation or its subsidiaries. The new Program provides (a) monthly cash allowances in lieu of the automobile allowances and certain other cash allowances formerly available to Senior Managers, and (b) quarterly reimbursements of actual expenses (up to stated dollar limits) for financial planning, tax preparation and estate planning, in accordance with the following schedule of annualized amounts: Reimbursement Maximum Allowance Limit Annual Amount Chief Executive Officer: $18,000 $18,000 $36,000 Chief Operating Officer: $18,000 $18,000 $36,000 Band 1 Senior Manager: $15,000 $15,000 $30,000 Band 2 Senior Manager: $12,000 $12,000 $24,000 Band 3 Senior Manager: $ 9,000 $ 9,000 $18,000 Band 4 Senior Manager: $ 6,000 $ 2,000 $ 8,000 The Bell Atlantic Personal Financial Services Program will continue to be administered for Senior Managers who retired prior to August 14, 1997, until the limited benefits under that program are exhausted for those prior retirees. EX-21 10 BELL ATLANTIC CORPORATION SUBSIDIARIES EXHIBIT 21 Principal Subsidiaries of Bell Atlantic Corporation --------------------------------------------------- Name State of Organization - ---- --------------------- Bell Atlantic - Delaware, Inc. Delaware Bell Atlantic - Maryland, Inc. Maryland Bell Atlantic - New Jersey, Inc. New Jersey Bell Atlantic - Pennsylvania, Inc. Pennsylvania Bell Atlantic - Virginia, Inc. Virginia Bell Atlantic - Washington, D.C., Inc. New York Bell Atlantic - West Virginia, Inc. West Virginia New England Telephone and Telegraph Company New York (d/b/a Bell Atlantic - New England) New York Telephone Company New York (d/b/a Bell Atlantic - New York) Cellco Partnership Delaware (d/b/a Bell Atlantic Mobile) EX-23 11 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Bell Atlantic Corporation on Form S-3 (File No. 333-48083), Form S-3 (File No. 33-30642), Form S-3 (File No. 33-8451), Form S-8 (File No. 33-10377), Form S-8 (File No. 33-10378), Form S-8 (File No. 33-58681), Form S-8 (File No. 33-58683), Form S-8 (File No. 333-00409), Form S-3 (File No. 33-36551), Form S-3 (File No. 33-49085), Form S-3 File No. (33-62393), Form S-4 (File No. 333-11573), Form S-8 (File No. 333-33747), Form S-8 (File No. 333-41593), Form S-8 (File No. 333- 42801), and Form S-8 (File No. 333-45985), of our reports dated February 9, 1998, on our audits of the consolidated financial statements and financial statement schedule of the Company and its subsidiaries as of December 31, 1997 and December 31, 1996, and for each of the three years in the period ended December 31, 1997, which reports are incorporated by reference or included in this Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. 1301 Avenue of the Americas New York, New York March 25, 1998 EX-24 12 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of March, 1998. /s/ Lawrence T. Babbio, Jr. ---------------------------------- Lawrence T. Babbio, Jr. EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Richard L. Carrion ---------------------------------- Richard L. Carrion EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ James G. Cullen ---------------------------------- James G. Cullen EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 20th day of March, 1998. /s/ Lodewijk J.R. de Vink ---------------------------------- Lodewijk J.R. de Vink EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ James H. Gilliam, Jr. ---------------------------------- James H. Gilliam, Jr. EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Stanley P. Goldstein ---------------------------------- Stanley P. Goldstein EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Helene L. Kaplan ---------------------------------- Helene L. Kaplan EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of March, 1998. /s/ Thomas H. Kean ---------------------------------- Thomas H. Kean EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Elizabeth T. Kennan ---------------------------------- Elizabeth T. Kennan EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ John F. Maypole ---------------------------------- John F. Maypole EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 20th day of March, 1998. /s/ Joseph Neubauer ---------------------------------- Joseph Neubauer EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Thomas H. O'Brien ---------------------------------- Thomas H. O'Brien EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Eckhard Pfeiffer ---------------------------------- Eckhard Pfeiffer EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Hugh B. Price ---------------------------------- Hugh B. Price EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Rozanne L. Ridgway ---------------------------------- Rozanne L. Ridgway EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of March, 1998. /s/ Frederic V. Salerno ---------------------------------- Frederic V. Salerno EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 20th day of March, 1998. /s/ Ivan G. Seidenberg ---------------------------------- Ivan G. Seidenberg EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 20th day of March, 1998. /s/ Walter V. Shipley ---------------------------------- Walter V. Shipley EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Raymond W. Smith ---------------------------------- Raymond W. Smith EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of March, 1998. /s/ John R. Stafford ---------------------------------- John R. Stafford EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 23rd day of March, 1998. /s/ Morrison DeS. Webb ---------------------------------- Morrison DeS. Webb EXHIBIT 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K for the fiscal year ended December 31, 1997; NOW, THEREFORE, the undersigned hereby appoints each of Raymond W. Smith, Frederic V. Salerno and Mel Meskin as attorney for the undersigned for the purpose of executing and filing such Annual Report and any amendment or amendments or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 24th day of March, 1998. /s/ Shirley Young ---------------------------------- Shirley Young -----END PRIVACY-ENHANCED MESSAGE-----