UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________________
F O R M 10 - Q
X Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 1995
..................
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: 1-2755
......
GTE Corporation
......................................................
(Exact name of registrant as specified in its charter)
New York 13-1678633
.............................................................................
.
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Stamford Forum, Stamford, CT. 06904
....................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 203-965-2000
............
............................................................................
Former name, former address and former fiscal year, if changed since last
report
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 registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES X NO .
GTE had 968,620,424 shares of $.05 par value common stock outstanding
(excluding 3,349,200 treasury shares) at September 30, 1995.
<TABLE>
PART I. FINANCIAL INFORMATION
GTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(In Millions)
<S> <C> <C> <C> <C>
REVENUES AND SALES
Local services $1,459 $1,309 $4,309 $3,902
Network access services 1,081 1,053 3,240 3,281
Toll services 658 849 1,939 2,458
Cellular services 574 438 1,602 1,207
Directory services 329 293 914 912
Other services and sales 1,020 1,053 2,924 2,936
Total revenues and sales 5,121 4,995 14,928 14,696
OPERATING COSTS AND EXPENSES
Cost of services and sales 2,035 2,102 6,011 6,244
Depreciation and amortization 930 851 2,730 2,530
Selling, general & administrative 823 814 2,455 2,452
Total costs and expenses 3,788 3,767 11,196 11,226
OPERATING INCOME 1,333 1,228 3,732 3,470
OTHER (INCOME) DEDUCTIONS:
Interest expense 286 285 846 853
Allowance for funds used and interest
capitalized during construction (9) (7) (25) (21)
Interest income (15) (14) (42) (38)
Other - net (15) (91) 25 (177)
247 173 804 617
Income before income taxes 1,086 1,055 2,928 2,853
INCOME TAX PROVISION 391 398 1,109 1,103
Net income $ 695 $ 657 $ 1,819 $1,750
EARNINGS PER COMMON SHARE $ .72 $ .69 $ 1.88 $ 1.83
DIVIDENDS DECLARED PER COMMON SHARE $ .47 $ .47 $ 1.41 $ 1.41
AVERAGE COMMON SHARES 970 958 969 956
The accompanying notes are an integral part of these statements.
-1-
</TABLE>
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net income for the third quarter of 1995 was $695 million, or
$.72 per share, compared with $657 million, or $.69 per share, in the third
quarter of last year. The results for the third quarter of 1995 and 1994
include after-tax gains on sales of non-strategic telephone properties of
$11 million, or $.01 per share and $48 million, or $.05 per share,
respectively. Excluding the impact of these gains, earnings per share for
the quarter increased 11 percent over the third quarter of 1994.
For the nine months ended September 30, 1995, net income was $1.82 billion,
or $1.88 per share, compared with $1.75 billion, or $1.83 per share last
year. The results for the nine months ended September 30, 1995 and 1994
include after-tax gains on sales of non-strategic telephone properties of
$11 million, or $.01 per share and $119 million, or $.12 per share,
respectively. Excluding the impact of these gains, earnings per share for
the first nine months of 1995 increased 9 percent over the first nine months
of 1994.
Operating income for the third quarter and first nine months of 1995 rose 9
percent and 8 percent, respectively, to $1.33 billion and $3.73 billion.
Excluding the operating income from the non-strategic telephone properties
and the satellite-communications business, which were sold in 1994,
consolidated operating income for the third quarter and first nine months of
1995 increased 9 percent.
Consolidated revenues and sales for the third quarter of 1995 totaled $5.12
billion compared with $5.00 billion in the year-ago quarter. Excluding
revenues attributable to operations sold, consolidated revenues and sales
increased 4 percent in the third quarter of 1995. Substantial increases in
cellular customers and increased network volumes more than offset lower,
more competitive pricing. Consolidated revenues and sales for the first
nine months of 1995 totaled $14.93 billion compared with $14.70 billion in
the same period last year. Excluding revenues from the operations sold,
consolidated revenues and sales increased 4 percent during the first nine
months of 1995. For the third quarter of 1995, minutes of use of GTE's
domestic network for long-distance calling grew at an annual rate of 9.9
percent, while domestic access lines increased 5.7 percent over last year.
On January 1, 1995, pursuant to an order issued by the California Public
Utilities Commission ("CPUC"), competition in long distance services
(without customer pre-subscription) became effective in California. The
order also provided for rate rebalancing with significant rate reductions
for toll services while increasing local service rates closer to the actual
cost of providing such service. Although the CPUC intended for the rate
rebalancing to be revenue neutral, the increased calling volumes have not
offset the impact of rate reductions. The decision does not permit rate
increases to compensate for competitive losses of market share. The net
effect of the implementation of this order on revenues in California in the
third quarter and first nine months of 1995, was a decrease of approximately
$52 million and $177 million, or 6 percent and 7 percent, respectively.
-2-
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
Domestic cellular service revenues in the third quarter of 1995 totaled $530
million, a 31 percent increase over the same period last year, as customer
growth continued at a strong pace. During the third quarter of 1995, GTE
added 141,000 new domestic cellular customers bringing total U.S. customers
served to 2,854,000, an increase of 41 percent over a year ago and more than
double the customers just two years ago. During the third quarter of 1995,
cellular service revenues per subscriber averaged $63 per month, compared
with $69 per month in the third quarter of last year, due to the growth of
more casual users in the customer base.
In connection with the re-engineering plan, during the first nine months of
1995, expenditures of approximately $317 million were charged to the
restructuring reserve. Since the plan's inception at the beginning of 1994,
a total of 87 customer contact, network operations and operator service
centers have been closed and workforce reductions of over 8,100 have
occurred resulting in total expenditures of $660 million being charged to
the restructuring reserve. These costs were primarily associated with the
consolidation of various service centers and separation benefits associated
with workforce reductions as discussed above as well as incremental
expenditures to redesign and streamline processes. There have been no
significant changes made to the overall re-engineering plan as originally
reported. As of September 30, 1995, $640 million remains in the
restructuring reserve which management believes is adequate to cover future
expenditures.
GTE is the largest United States based local telephone company with domestic
and international telephone operations serving 23.8 million access lines in
28 states, Canada, the Dominican Republic and Venezuela. GTE is also a
leading mobile-cellular operator in the United States, with the potential of
serving some 72 million cellular and personal communications service
customers. Outside the United States, GTE operates mobile-cellular networks
serving some 16 million "POPs" (population served times GTE's ownership
interest) through affiliates in Canada, the Dominican Republic, Venezuela
and Argentina. As of September 30, 1995, these international networks
served 464,000 customers.
Other (Income) Deductions
Other-net for the third quarter and first nine months of 1995 includes
pre-tax gains of $43 million and $81 million, respectively, resulting from
sales of non-strategic local-exchange telephone properties and certain
cellular properties. Other-net for the third quarter and first nine months
of 1994 includes pre-tax gains of $119 million and $269 million,
respectively, from sales of non-strategic local-exchange telephone
properties and certain cellular properties.
CAPITAL RESOURCES AND LIQUIDITY
Cash from operations for the first nine months of 1995 totaled $3.87 billion
compared with $3.59 billion during the same period in 1994. The increase in
cash from operations is due to improved operating results.
-3-
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
Cash used in investing activities totaled $3.42 billion in the first nine
months of 1995 compared with $1.92 billion in the first nine months of 1994.
Acquisitions and investments for the first nine months of 1995 includes
approximately $350 million expended to acquire personal communications
licenses during the Federal Communications Commission's ("FCC") auction
process earlier this year, as well as approximately $254 million to acquire
the 10 percent ownership of Contel Cellular Inc. ("CCI") that GTE did not
already own. Proceeds from the sales of assets totaled $150 million and
$896 million in the first nine months of 1995 and 1994, respectively,
primarily reflecting the sale of non-strategic telephone and cellular
properties. Capital expenditures, for the first nine months of 1995,
totaled $2.81 billion compared with $2.74 billion in the same period last
year. For the full year 1995 capital expenditures are expected to be
approximately $4.4 billion compared with $4.2 billion in 1994. The majority
of new investment is being made in GTE's regulated telephone operations to
meet the demands of growth, modernize facilities and position GTE as a
low-cost provider of high-quality voice, data and video telecommunications
services. Significant investments are also being made in GTE's other
businesses, such as mobile-cellular, to increase capacity and continue to
improve and expand the network.
Cash used in financing activities for the first nine months of 1995 totaled
$286 million compared with $1.59 billion in the first nine months of 1994.
During the first nine months of 1995 dividend payments were $1.37 billion
compared to $1.35 billion in 1994. During the first nine months of 1995,
short and long-term borrowing and preferred securities outstanding increased
$900 million, and $286 million was received through GTE's employee stock
purchase and dividend reinvestment plans. This compared to a $588 million
decrease in short and long-term borrowings and preferred securities
outstanding during the first nine months of 1994, while $338 million was
received through the employee stock purchase and dividend reinvestment
plans. In March 1995, a subsidiary of GTE issued $511 million of 8.75%
Monthly Income Preferred Securities ("MIPS").
In August 1995, GTE's Board of Directors authorized repurchasing up to 20
million shares of GTE common stock in the open market or in privately
negotiated transactions. The repurchase of shares will occur from time to
time through year-end 1996, depending on market conditions. The shares will
be used to satisfy the requirements of GTE's employee benefit and dividend
reinvestment programs. Since August, $124 million was used to repurchase
approximately 3.3 million shares of GTE common stock.
In October 1995, GTE filed a Form S-3 Registration Statement with the
Securities and Exchange Commission to sell as much as $900 million of debt
securities. This Registration Statement also covers $600 million of debt
securities previously registered and unissued by GTE. Thus, GTE will be
able to sell, in total, as much as $1.5 billion of debt securities. The net
proceeds from the sale of these securities will be used toward the repayment
of short-term debt, further investments in, or advances to, subsidiaries in
connection with the financing of their operations, and general corporate
purposes.
-4-
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
GTE believes that its present investment grade credit rating and those of
its subsidiaries provide it with the financial flexibility necessary to
pursue growth opportunities as they arise. At September 30, 1995, GTE had
$4.4 billion of unused bank lines of credit available to back up commercial
paper borrowings and for working capital requirements.
RECENT DEVELOPMENTS
Telephone Operations
In March 1995, the FCC adopted interim rules to be used by local-exchange
carriers ("LECs") for their 1995 annual price cap filing. The interim rules
allowed LECs to select from three productivity options each of which
represented an increase to the 3.3% productivity factor used by GTE since
1991. GTE selected productivity factors of 4.0% and 5.3% for use in the
1995-1996 tariff year. Jurisdictions which elected a 4.0% productivity
factor must share with customers 50% of returns over a 12.25% rate of return
and 100% of returns over a 13.25% rate of return. No sharing is required in
the jurisdictions that elected a 5.3% productivity factor. The effect of
these changes is not expected to materially affect 1995 results.
In April 1995, GTE filed a motion with the U.S. District Court for the
District of Columbia to remove the 1984 Consent Decree, which restricts the
manner in which GTE can provide interLATA services. GTE believes that the
Consent Decree is no longer required since GTE has since divested its
interests in the entities whose purchase gave rise to the Consent Decree.
In April 1995, the Supreme Court of Texas ruled on an appeal of GTE
Southwest's 1989 rate case. The Court agreed with GTE's position concerning
retroactive ratemaking, the ratemaking treatment of federal income tax
expense and the payment for services from GTE Service Corporation, a
wholly-owned subsidiary of GTE. The issue of payments associated with
directory publications rendered by GTE Directories Corporation, also a
wholly-owned subsidiary of GTE, was remanded to the Texas Public Utilities
Commission. Subsequent to the Supreme Court's decision, the state of Texas
passed legislation allowing local-exchange carriers to elect price
regulation. On September 20, 1995, GTE Southwest notified the Texas Public
Utilities Commission of its election of price regulation and, in doing so,
effectively resolved the 1989 rate case.
In July 1995, the California Public Utility Commission issued its decision
opening the local-exchange to competition for facilities-based carriers
beginning in January of 1996 and for bundled resellers on March 1, 1996.
Prospective competitive local carriers, including GTE and Pacific Bell, have
filed petitions to provide local-exchange services in each other's
respective territories. Several regulatory proceedings are underway in
California to determine terms and conditions for resale of GTE local
services, to consider additional pricing flexibility under the California
Commission's New Regulatory Framework ("NRF"), to modify the NRF to reflect
the new competitive marketplace and to establish rules for Universal Service
funding.
-5-
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
Regulatory reform legislation was also recently enacted in Alabama, Florida,
Texas, Iowa, Minnesota, Virginia, and North Carolina. This new legislation
is ultimately intended to open local telephone markets to competition while
requiring the various state commissions to implement price regulation plans
and establish various rules to accommodate this new competition.
Legislation recently enacted in Hawaii, is also intended to open the local
telephone market to competition, but does not provide the same degree of
regulatory reform that other states have provided.
Federal telecommunications legislation has been passed by both the Senate
and House of Representatives. The bills must now be reconciled by the joint
Senate/House conference committee.
These recent legislative, judicial and regulatory developments, as well as
the pace of technological change, have continued to influence industry
trends, including accelerating and expanding the level of competition. As a
result, GTE's wireline and wireless operations face increasing competition
in virtually all aspects of their business. Today, GTE is subject to
competition from numerous sources, including competitive access providers
for network access services, specialized communications companies that have
constructed new systems in certain markets to bypass the local-exchange
network, and competing cellular telephone companies. Competition from
local-exchange carriers, interexchange carriers, wireless and cable TV
companies, as well as more recent entry by media and computer companies, is
expected to increase in the rapidly changing telecommunications marketplace.
GTE supports greater competition in telecommunications provided that,
overall, the actions to eliminate existing legal and regulatory barriers
allow an opportunity for all service providers to participate equally in a
competitive marketplace under comparable conditions.
In September 1995, Compania Anonima Nacional Telefonos de Venezuela
("CANTV"), the Venezuelan telephone company in which GTE owns a 20.4 percent
ownership interest, refinanced debt totaling $525 million with a group of 36
creditor banks, led by Chase Manhattan, N.A. CANTV also refinanced supplier
obligations amounting to $223 million. CANTV had previously refinanced $48
million of outstanding notes through a combination of bank borrowing and the
issuance of bonds in Venezuela. Weak economic conditions in Venezuela
combined with the implementation of currency controls in mid-1994 had
effectively closed access to international banking and capital markets.
In September 1995, GTE sold 15 local-exchange properties in Texas with
approximately 11,000 access lines. These transactions were part of GTE's
previously announced effort to sell or trade a small percentage of
non-strategic local-exchange telephone properties in markets that may be of
greater long-term strategic value to other telephone service providers. As
a result of these transactions, a pre-tax gain of $16 million was recorded.
Wireless Operations
In March 1995, GTE was successful in its bid for licenses serving four
markets in the FCC's auction for personal communications services licenses.
-6-
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
The licenses were acquired at a total cost of approximately $400 million
(including a deposit made in late 1994) and included those for the Atlanta,
Seattle, Cincinnati and Denver Major Trading Areas. Construction of the
cellular networks in certain of the new markets is expected to commence in
late 1995 and continue through 1997.
In May 1995, GTE completed the acquisition of the 10 percent ownership of
CCI that it did not already own for approximately $254 million in cash.
This acquisition will allow GTE to fully integrate the operations of GTE
Mobilnet and Contel Cellular and offer customers a broader network with a
wider range of wireless capabilities.
In July 1995, GTE exchanged certain GTE cellular assets in Oregon,
Minnesota, New Mexico and Washington for 100 percent of US WEST's cellular
assets in San Diego, the 13th largest cellular market in the U.S. containing
2.6 million POPs. The transaction, which was recorded at book value, gives
GTE operating control of the San Diego MSA.
In September 1995, the sale of GTE's minority interest in the Detroit,
Michigan MSA, and the purchase of additional interests in the Indianapolis,
Indiana; Cleveland, Ohio and Rockford, Illinois MSAs was completed. As a
result of this transaction, a pre-tax gain of $27 million was recorded.
In August 1995, GTE signed a definitive agreement to sell its interests in
the Augusta and Savannah, Georgia MSAs to Palmer Wireless Holdings. This
transaction is expected to close during the fourth quarter of 1995.
Video Operations
In May 1995, the FCC approved GTE's applications to construct a new
fiber-optic and coaxial-cable video network in Ventura County, California,
Pasco and Pinellas Counties, Florida, Honolulu, Hawaii and Manassas,
Virginia. GTE expects to submit tariffs that set the rates for use of its
video network to the FCC for approval and to commence the initial deployment
of the network in certain of these markets in late 1995 and early 1996.
In August 1995, GTE signed a definitive agreement to join the Walt Disney
Company, Ameritech Corporation, BellSouth Corporation and SBC
Communications, Inc. as an equal partner in a venture designed to provide
video programming and interactive services for millions of American
households. GTE's involvement strengthens the venture by increasing its
combined reach from 50 million to 68 million access lines in 32 states. GTE
and its three other communications partners will distribute video
programming developed by the Walt Disney Company through their local
broadband networks. In addition, GTE will invest in the necessary equipment
(local servers and set top units) to deliver programming to its customers.
REGULATORY ACCOUNTING
GTE follows the accounting for regulated enterprises prescribed by Statement
of Financial Accounting Standards No. 71, "Accounting for the Effects of
-7-
GTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
Certain Types of Regulation" (FAS 71). In general, FAS 71 requires
companies to depreciate plant and equipment over lives approved by
regulators which may extend beyond the assets' actual economic lives. FAS
71 also requires deferral of certain costs based upon approvals received
from regulators to recover such costs in the future. Consequently, the
carrying value of certain assets and liabilities, primarily telephone plant
and equipment, may be greater than that which would otherwise be recorded by
unregulated enterprises.
Recent developments suggest that the telecommunications industry will become
increasingly competitive; however, the timing of and degree to which
regulatory oversight of local-exchange carriers, including GTE, will be
lifted and competition will be permitted to establish the cost of service to
the consumer is uncertain. All of the seven other major local-exchange
carriers have discontinued the application of FAS 71. In discontinuing FAS
71, each of those local-exchange carriers substantially reduced its
telephone plant and equipment balances.
In connection with an ongoing review of the continued applicability of FAS
71, GTE has commenced a study of the economic lives of its telephone plant
and equipment. The study is expected to be completed by the end of the
fourth quarter of 1995. If GTE were to discontinue the application of FAS
71 and compute the effect on its telephone plant and equipment in a manner
similar to the other major local-exchange carriers, the after-tax charge
resulting from the reduction in carrying amount of GTE's property, plant and
equipment, which would be non-cash in nature, is estimated to be between $4
billion and $5 billion. This potential accounting charge will have no
effect on GTE's customers or its liquidity and capital resources.
Management expects that such a charge, which would be recorded primarily as
a reduction of the net book value of the fixed assets of GTE's domestic
telephone operations, would not significantly affect future depreciation
expense on existing plant and equipment.
-8-
GTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1995 1994
(In Millions)
ASSETS
CURRENT ASSETS:
Cash and temporary cash investments $ 487 $ 323
Receivables, less allowances
of $249 and $207 million 3,780 4,022
Inventories 715 676
Other current assets 667 613
Total Current Assets 5,649 5,634
PROPERTY, PLANT AND EQUIPMENT, at cost 50,561 48,545
Accumulated depreciation (21,060) (19,217)
Total Property, Plant and Equipment, net 29,501 29,328
INVESTMENTS AND OTHER ASSETS:
Franchises, goodwill and other intangibles, net
of accumulated amortization of $377
and $319 million 2,889 2,149
Investments in unconsolidated companies 1,588 1,551
Prepaid pension costs and deferred charges 3,374 3,004
Long-term receivables and other assets 877 834
Total Investments and Other Assets 8,728 7,538
Total Assets $43,878 $42,500
The accompanying notes are an integral part of these statements.
-9-
GTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1995 1994
(In Millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term obligations, including
current maturities $ 2,516 $ 2,042
Accounts and payrolls payable 1,845 2,229
Accrued taxes 978 871
Dividends payable 477 472
Accrued restructuring costs 484 436
Other current liabilities 2,176 2,171
Total Current Liabilities 8,476 8,221
LONG-TERM DEBT 12,157 12,163
RESERVES AND DEFERRED CREDITS:
Deferred income taxes 3,709 3,522
Employee benefit obligations 4,750 4,651
Restructuring costs and other 1,392 1,729
Total Reserves and Deferred Credits 9,851 9,902
MINORITY INTERESTS IN EQUITY OF SUBSIDIARIES 2,188 1,622
PREFERRED STOCK, subject to mandatory redemption 101 109
SHAREHOLDERS' EQUITY:
Preferred stock 10 10
Common stock - shares issued 971,969,624
and 965,084,925 49 48
Amounts paid in, in excess of par value 7,896 7,627
Reinvested earnings 3,883 3,422
Guaranteed ESOP obligations (609) (624)
Common stock held in treasury -
3,349,200 shares at cost (124) -
Total Shareholders' Equity 11,105 10,483
Total Liabilities and Shareholders' Equity $43,878 $42,500
The accompanying notes are an integral part of these statements.
-10-
GTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30
1995 1994
(In Millions)
Cash Flows From Operations:
Net income $1,819 $1,750
Adjustments to reconcile net income to net
cash from operations:
Depreciation and amortization 2,730 2,530
Change in current assets and current
liabilities, excluding the effects of
acquisitions and dispositions (836) (654)
Deferred taxes and other - net 161 (38)
Net cash provided from operations 3,874 3,588
Cash Flows From Investing:
Capital expenditures (2,814) (2,741)
Acquisitions and investments (772) (101)
Proceeds from sales of assets 150 896
Other investing - net 12 24
Net cash used in investing (3,424) (1,922)
Cash Flows From Financing:
GTE common stock issued 286 338
Long-term debt and preferred securities issued 810 1,793
Long-term debt and preferred securities retired (528) (2,310)
Dividends paid to shareholders of parent (1,368) (1,354)
Purchase of treasury shares (124) -
Increase (decrease) in short-term obligations,
excluding current maturities 618 (71)
Other financing - net 20 15
Net cash used in financing (286) (1,589)
Increase in cash and temporary
cash investments 164 77
Cash and temporary cash investments:
Beginning of period 323 322
End of period $ 487 $ 399
Cash paid during the period for:
Interest $ 775 $ 751
Income taxes 765 1,244
The accompanying notes are an integral part of these statements.
-11-
GTE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION:
The unaudited condensed consolidated financial statements included
herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, in the opinion of management of the Company, the
condensed consolidated financial statements include all adjustments,
consisting only of normal recurring accruals, necessary to present
fairly the financial information for such periods. These condensed
consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in
the Company's 1994 Annual Report on Form 10-K.
Reclassifications of prior year data have been made in the accompanying
condensed consolidated financial statements where appropriate to
conform to the 1995 presentation.
(2) PROPERTY SALES:
In connection with the sale of a small percentage of non-strategic
domestic local-exchange telephone properties, during the third quarter
of 1995, GTE recorded a pre-tax gain of $16 million which increased
net income by $11 million, or $.01 per share. Results for the third
quarter and first nine months of 1994 include pre-tax gains of $77
million and $193 million, respectively. These gains increased net
income by $48 million, or $.05 per share and $119 million, or $.12 per
share for the respective 1994 periods.
The accompanying condensed consolidated statements of income include
the results of operations, through the date of sale, of GTE Spacenet
and certain non-strategic domestic local-exchange telephone properties
which were sold during 1994. For comparability, the following table
includes pro forma adjustments to remove the 1994 operating results of
GTE Spacenet and the telephone properties sold.
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(In Millions)
Revenues and sales $5,121 $4,929 $14,928 $14,378
Operating income $1,333 $1,223 $ 3,732 $ 3,422
-12-
GTE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(3) REGULATORY ACCOUNTING
GTE follows the accounting for regulated enterprises prescribed by
Statement of Financial Accounting Standards No. 71, "Accounting for
the Effects of Certain Types of Regulation" (FAS 71). In general, FAS
71 requires companies to depreciate plant and equipment over lives
approved by regulators which may extend beyond the assets' actual
economic lives. FAS 71 also requires deferral of certain costs based
upon approvals received from regulators to recover such costs in the
future. Consequently, the carrying value of certain assets and
liabilities, primarily telephone plant and equipment, may be greater
than that which would otherwise be recorded by unregulated enterprises.
Recent developments suggest that the telecommunications industry will
become increasingly competitive; however, the timing of and degree to
which regulatory oversight of local-exchange carriers, including GTE,
will be lifted and competition will be permitted to establish the cost
of service to the consumer is uncertain. All of the seven other major
local-exchange carriers have discontinued the application of FAS 71.
In discontinuing FAS 71, each of those local-exchange carriers
substantially reduced its telephone plant and equipment balances.
In connection with an ongoing review of the continued applicability of
FAS 71, GTE has commenced a study of the economic lives of its
telephone plant and equipment. The study is expected to be completed
by the end of the fourth quarter of 1995. If GTE were to discontinue
the application of FAS 71 and compute the effect on its telephone plant
and equipment in a manner similar to the other major local-exchange
carriers, the after-tax charge resulting from the reduction in carrying
amount of GTE's property, plant and equipment, which would be non-cash
in nature, is estimated to be between $4 billion and $5 billion. This
potential accounting charge will have no effect on GTE's customers or
its liquidity and capital resources. Management expects that such a
charge, which would be recorded primarily as a reduction of the net
book value of the fixed assets of GTE's domestic telephone operations,
would not significantly affect future depreciation expense on existing
plant and equipment.
-13-
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K.
(10) Material Contract - Agreement between GTE Corporation
and Nicholas L. Trivisonno.
(11) Statement re: Calculation of earnings per common
share.
(12) Statement re: Calculation of the ratio of earnings to
fixed charges.
(27) Financial Data Schedule.
(b) GTE filed a report on Form 8-K dated September 28, 1995,
under Item 5, "Other Events." No financial information was
filed with this report.
-14-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GTE Corporation
.............................
(Registrant)
Date: October 30, 1995 By Lawrence R. Whitman
.............................
Lawrence R. Whitman
Vice President - Controller
Date: October 30, 1995 By Marianne Drost
.............................
Marianne Drost
Secretary
-15-
Exhibit 10
July 13, 1995
Mr. Nicholas L. Trivisonno
120 Clearview Lane
New Canaan, Connecticut 06840
Dear Nick:
I am writing in conjunction with your June 30, 1995 separation from service
with GTE Service Corporation and resignation as Executive Vice
President-Strategic Planning and Group President, along with your
resignation from the GTE Corporation Board of Directors and as an officer or
director of any GTE Corporation subsidiary or Affiliated company
(collectively referred to as "GTE" or the "Company"). Based on your unique
knowledge of GTE's strategic plans for the telecommunications industry, GTE
would like to enter into a special agreement ("Agreement") with you. The
terms of the Agreement are as follows:
1. Scope of Non-Competition - You acknowledge that you were engaged in
managing and overseeing all aspects of the Company's wireless and personal
communication services business, including wireless; products and network
services; aircraft passenger telecommunications and public telephones on
passenger trains; and integrated information services solutions for the
cellular telephone industry. In addition, you acknowledge that in your
position as a senior executive and employee member of the Board of
Directors, you received confidential information regarding GTE's short and
long-term competitive strategies. You further acknowledge that your
responsibilities extended throughout the entire geographic scope of the
Company. As such, you agree that you shall not, either directly or
indirectly, serve as a director, officer or consultant of or be employed in
an executive, professional, managerial or supervisory capacity with the
following companies or their parent, subsidiaries, joint ventures or
Affiliates which are engaged in the business of wireless and personal
communication services as of July 1, 1995:
a. Interexchange Carriers (MCI, Sprint or AT&T);
b. Regional Bell Operating Companies ("RBOCs");
c. Airtouch Communications, Inc.
d. NEXTEL Communications, Inc.
e. MFS Communications Company, Inc.
(including all subsidiaries, joint ventures or Affiliates of the businesses
set forth in a-e of this paragraph, collectively referred to as "Competitive
Businesses." An "Affiliate" for purposes of this Agreement shall mean any
entity incorporated or not where a Competitive Business has equity or
cross-equity ownership as of July 1, 1995.)
2. Duration - The period, during which the restrictions placed upon you
in this Agreement will be in effect, shall commence upon July 1, 1995 and
end on June 30, 1997 ("Non-Compete Period").
3. Non-Solicitation of Employees - During the Non-Compete Period, you
agree not to solicit any active executive, management, professional or
technical employee of GTE, directly or indirectly, either as an individual
or as an employee, agent, member of any corporation or firm to become
employed in an executive, managerial, professional or technical capacity in
any business which you become employed or associated with.
4. Cooperation - During the Non-Compete Period, you shall, at the
request of the Company, consult with senior officers, managers and
professionals of the Company, prepare for and give testimony and generally
cooperate with the Company with respect to matters relating to your
employment with GTE. You will be promptly reimbursed by the Company for
reasonable out-of-pocket expenses necessarily incurred by you in connection
with such cooperation.
5. Consideration - In consideration for both the restrictions placed
upon you in the above paragraphs and your entering into the Separation
Agreement and Release discussed below, GTE agrees as follows:
a. Separation Benefits - You will be eligible to receive a benefit
under GTE Service Corporation's Involuntary Separation Program
("ISEP"). The qualified portion of the benefit will be payable
as soon as permitted by the terms of the plan and legal
restrictions. The non-qualified portion of the benefit, paid
under the GTE Supplemental Executive Retirement Plan ("SERP"),
will be paid to you as a lump sum on or around October 1, 1995
less deductions for (i) applicable federal and state tax and
(ii) the advance against your SERP of $68,202.72 which will be
paid to you in six installments, every two weeks, commencing on
July 14, 1995 and ending on September 22, 1995. You will also
receive company-paid medical, dental, and life insurance
coverage/AD&D for 52 weeks. Under the GTE Savings Plan and the
GTE Executive Salary Deferral plan, you will be eligible for a
matching contribution based upon your 1995 contributions to
these plans up to your termination date of June 30, 1995. This
will be your sole entitlement to separation or severance
benefits, and you will not be eligible for, or entitled to, any
other separation benefits under any Company plan, policy or
arrangement, whether oral or written.
b. GTE Executive Incentive Plan ("EIP") - You will be eligible to
receive a minimum EIP prorated award for the 1995 Plan Year
(prorated to 9/30/95) equal to 130% of norm for a Salary Level 27
(that is, $332,000). This award will be paid in the first quarter of
1996. However, you will not participate in EIP in 1996 or
thereafter.
c. GTE Long-Term Incentive Plan ("LTIP") -
1) Options/Stock Appreciation Rights ("SARs") - Your options and
tandem SARs will vest upon your separation, and you will have two
years from July 1, 1995 to exercise your options/SARs.
2) Performance Bonus Awards - You will participate in the following
award cycles with all awards prorated to September 30, 1995: 1993-
1995 (33/36); 1994-1995 Supplemental Award (21/24); and 1994-1996
(21/36). You will not be eligible for an award under the 1995-1997
cycle or for any cycles in the future. Your LTIP Performance Bonus
Awards will be payable when awards are made to other participants,
that is in the first quarter after the end of each cycle.
d. Bonus/Salary Deferrals under LTIP, GTE Executive Incentive Plan, and
GTE Salary Deferral Plan ("GTE Deferral Plans") - During the Non-
Compete Period, the Company will apply the non-compete definition set
forth in paragraph 1 of this Agreement rather than the definition set
forth in the GTE Deferral Plans. Based upon your request, the plan
administrator for each plan has agreed to permit a lump sum
distribution, as soon as such distribution is permitted under the
terms of the plan.
e. Charitable Awards Program ("CAP") - Although you will be separating
from service prior to age 65, the program administrator agrees,
subject to the terms of the CAP currently in effect (including the
right to amend, suspend or terminate the CAP), that your designation
of donations under the CAP will be honored by GTE upon your death.
f. Vacation Pay - You will receive all unused banked and unused 1995
vacation in a lump sum, which total 40 days.
g. Clubs - You may continue to use your country club and Landmark Club
membership through the end of 1995 only. Any club expenses incurred
will be your responsibility.
h. Financial Planning - For calendar year 1995, you will be reimbursed
for actual financial planning expenses incurred not to exceed
$15,000.
i. Office Space - You will be provided office space for a 12-month
period at a location to be mutually agreed upon. In addition, as
determined in the sole discretion of GTE, you will be provided
secretarial services through Hedy Mosier. If she accepts another GTE
assignment, secretarial support will be provided to you by GTE for
the balance of the 12-month period.
j. Separation Agreement and Release - Consistent with our general
practice, the arrangements described above are contingent upon your
executing the attached release. You have twenty-one days to sign the
release (with a seven-day period to revoke). If you fail to sign the
release, or if you sign and revoke the release within seven days of
signing it, this letter shall be void, and you will not receive the
benefits set forth in this paragraph 5.
6. Reasonableness of Restrictions - You agree and acknowledge that, to
the extent required by law, the covenants specified in this letter contain
reasonable limitations as to time, geographical area, and scope of
activities to be restricted and that such covenants do not impose a greater
restraint on you than is necessary to protect the goodwill, confidential
information and other legitimate business interests of GTE. You further
agree that the restrictions in this Agreement do not impose upon you a
financial hardship or unreasonably impede your ability to earn a living.
7. Choice of Law/Forum to Resolve Disputes - You and GTE agree that any
disputes relating to this Agreement or the Separation Agreement and General
Release will be governed by Connecticut law and the appropriate forum for
resolution of such disputes shall be courts located in Connecticut.
I want to thank you again for your valuable service to GTE.
Sincerely,
GTE Corporation
by Charles R. Lee
I have read and understood the foregoing Agreement and agree to be bound by
all of its terms. I have consulted with whomsoever I wished prior to
executing it.
Nicholas L. Trivisonno Dated: July 13, 1995
<TABLE>
Exhibit 11
GTE CORPORATION AND SUBSIDIARIES
CALCULATION OF EARNINGS PER COMMON SHARE
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
(In Thousands)
Consolidated net income $694,810 $656,905 $1,818,983 $1,749,955
Adjustments to net income:
Add - Preferred dividend requirements on
dilutive convertible preferred stocks 134 143 403 481
Interest expense, net of tax
effect, on employees' stock plans 675 555 1,277 1,096
Total adjustments 809 698 1,680 1,577
Adjusted consolidated net income $695,619 $657,603 $1,820,663 $1,751,532
Average common shares 970,243 958,400 968,934 956,143
Adjustments to common shares:
Add - Dilutive convertible preferred stocks 513 554 523 580
Employees' stock and stock option plans 4,104 3,763 3,934 3,387
Total adjustments 4,617 4,317 4,457 3,967
Adjusted average common shares 974,860 962,717 973,391 960,110
EARNINGS PER COMMON SHARE:
Primary (1) $.72 $.69 $1.88 $1.83
Fully diluted (2) $.71 $.68 $1.87 $1.82
(1) Computed by dividing net income for the periods by the average common shares
outstanding. Common stock equivalents are excluded from this computation since
they do not have a 3% dilutive effect.
(2) Computed assuming conversion or exercise of those preferred stocks and stock plans that
would have a dilutive effect.
(a) Average common shares outstanding are adjusted to reflect the shares which would
be issued upon conversion of preferred stocks using the "if converted" method.
Equivalent common shares to be added to average shares for the employees' stock
plans and stock ownership plan are computed according to the "treasury stock"
method.
(b) Net income for the periods is adjusted to reflect the increase in income for
the preferred dividends declared for the periods on the convertible preferred
stocks and the interest accrued, net of tax effect, on funds received from
installments under the employees' stock plans.
</TABLE>
<TABLE>
Exhibit 12
GTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF THE RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Nine Months Ended Years Ended December 31
September 30, 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Net earnings available for fixed charges:
Income from continuing operations $1,818,983 $2,440,869 $ 971,978 $1,760,704 $1,491,317 $1,578,599
Add (deduct) -
Income taxes 1,108,822 1,532,482 567,747 966,589 662,860 697,963
Interest expense 845,681 1,139,233 1,298,234 1,475,670 1,574,746 1,510,909
Capitalized interest (net of
amortization) (6,795) (6,045) (3,421) (4,931) (14,791) (18,316)
Preferred stock dividends of
subsidiaries 72,099 18,252 22,162 23,429 25,317 28,697
Additional income requirement on preferred
stock dividends of subsidiaries 7,731 11,426 12,739 12,671 11,006 12,357
Minority interests 112,797 140,464 112,335 112,425 103,626 83,471
Portion of rent expense representing
interest 93,026 139,715 153,058 196,533 210,698 206,959
4,052,344 5,416,396 3,134,832 4,543,090 4,064,779 4,100,639
Deduct - Minority interests (189,090) (242,937) (236,944) (248,979) (247,284) (224,240)
Adjusted earnings available
for fixed charges from
continuing operations $3,863,254 $5,173,459 $2,897,888 $4,294,111 $3,817,495 $3,876,399
Fixed Charges:
Interest charges $ 845,681 $1,139,233 $1,298,234 $1,475,670 $1,574,746 $1,510,909
Preferred dividends of subsidiaries 72,099 18,252 22,162 23,429 25,317 28,697
Additional income requirement on preferred
dividends of subsidiaries 7,731 11,426 12,739 12,671 11,006 12,357
Portion of rent expense representing
interest 93,026 139,715 153,058 196,533 210,698 206,959
1,018,537 1,308,626 1,486,193 1,708,303 1,821,767 1,758,922
Deduct - Minority interests (52,676) (68,096) (78,421) (86,504) (89,479) (91,730)
Adjusted fixed charges $ 965,861 $1,240,530 $1,407,772 $1,621,799 $1,732,288 $1,667,192
Ratio of Earnings to Fixed Charges - continuing
operations 4.00 4.17 2.06 2.65 2.20 2.33
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 487
<SECURITIES> 0
<RECEIVABLES> 3,780
<ALLOWANCES> 0
<INVENTORY> 715
<CURRENT-ASSETS> 5,649
<PP&E> 50,561
<DEPRECIATION> 21,060
<TOTAL-ASSETS> 43,878
<CURRENT-LIABILITIES> 8,476
<BONDS> 12,157
<COMMON> 49
101
10
<OTHER-SE> 11,046
<TOTAL-LIABILITY-AND-EQUITY> 43,878
<SALES> 14,928
<TOTAL-REVENUES> 14,928
<CGS> 11,196
<TOTAL-COSTS> 11,196
<OTHER-EXPENSES> (42)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 846
<INCOME-PRETAX> 2,928
<INCOME-TAX> 1,109
<INCOME-CONTINUING> 1,819
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,819
<EPS-PRIMARY> 1.88
<EPS-DILUTED> 1.87
</TABLE>
