GTE CORP
10-Q, 1995-05-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                   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 March 31, 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, Conn.        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 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      .
  
  
        GTE had 969,978,487 shares of $.05 par value common stock outstanding 
        at April 30, 1995.
  
  
  PART I.  FINANCIAL INFORMATION
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  
                                                    Three Months Ended
                                                         March 31     
                                                     1995        1994
                                                       (In Millions)
  
  REVENUES AND SALES                                $4,762      $4,746
  
  COSTS AND OPERATING EXPENSES                       3,578       3,628
  
     Operating income                                1,184       1,118
  
  OTHER (INCOME) DEDUCTIONS:
     Interest expense                                  281         278
     Allowance for funds used and interest
       capitalized during construction                  (8)         (7)
     Interest income                                   (13)        (11)
     Other - net                                        44          42
  
                                                       304         302
  
     Income before income taxes                        880         816
  
  INCOME TAX PROVISION                                 335         312
  
     Net income                                        545         504
  
  PREFERRED STOCK DIVIDENDS OF PARENT                    2           4
  
     Net income applicable to 
       common stock                                 $  543     $   500
  
  EARNINGS PER COMMON SHARE                         $  .56     $   .52
  
  DIVIDENDS DECLARED PER COMMON SHARE               $  .47     $   .47
  
  AVERAGE COMMON SHARES                                967         954
  
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
                                       - 1 -
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                     CONDENSED SUMMARY OF CONSOLIDATED RESULTS
  
  
  
                                                      Three Months Ended
                                                           March 31     
                                                       1995        1994
                                                         (In Millions)
  
  REVENUES AND SALES:
     Telephone Operations                             $ 3,836    $ 3,865
     Telecommunications Products and Services             926        881
  
        Total revenues and sales                      $ 4,762    $ 4,746
  
  OPERATING INCOME:
     Telephone Operations                             $ 1,057    $ 1,025
     Telecommunications Products and Services             127         93
  
        Operating income                                1,184      1,118
  
  OTHER DEDUCTIONS:
     Interest expense - net                               260        260
     Other - net                                           44         42
  
        Income before income taxes                        880        816
  
  Income tax provision                                    335        312
  
        Net income                                        545        504
  
  Preferred stock dividends of parent                       2          4
  
        Net income applicable to 
          common stock                                $   543    $   500
  
  
  
  
  
  
            The accompanying notes are an integral part of this summary.
  
  
                                       - 2 -
  
                         GTE CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  
  RESULTS OF OPERATIONS
  
  
  Consolidated
  
  Consolidated net income for the first quarter of 1995 increased 8 percent 
  to $545 million, or $.56 per share, compared with $504 million, or $.52 per 
  share, in the first quarter of last year.
  
  Operating income increased 8 percent to $1.18 billion, compared with $1.10 
  billion reported in the first quarter of last year, excluding $23 million 
  of operating income attributable to non-strategic telephone properties and 
  the satellite-communications business which were sold in 1994.
  
  Consolidated revenues and sales for the first quarter increased 3 percent 
  to $4.76 billion, compared to $4.62 billion in the first quarter of last 
  year, excluding $125 million of revenues from the operations sold.  
  Substantially higher mobile-cellular revenues and increased volumes at 
  Telephone Operations more than offset lower, more competitive telephone 
  pricing.  
  
  
  Telephone Operations
  
  Telephone revenues for the first quarter of 1995 amounted to $3.84 billion, 
  compared with $3.78 billion a year ago, excluding the impact of the 
  non-strategic properties sold.  The revenue improvement reflects the 
  increase in unit volumes which were partially offset by competitive price 
  reductions, including reductions for toll service and access charges in 
  California, effective January 1, 1995.  Minutes-of-use of GTE's domestic 
  local-exchange network for long-distance calling grew at a rate of 7.5 
  percent, while total access lines increased 5.1 percent over last year.  
  
  On January 1, 1995, pursuant to an order issued by the California Public 
  Utilities Commission ("CPUC"), toll competition (without pre-subscription) 
  became effective in California. The order also provided for rate 
  rebalancing with significant rate reductions for toll service and access 
  charges while increasing basic local exchange rates closer to the actual 
  cost of providing such service. Although the rate rebalancing is intended 
  to be revenue neutral, its ultimate effect on revenue will depend, in part, 
  on the extent to which rate reductions result in increased calling volumes. 
  The decision does not permit rate increases to compensate for competitive 
  losses of market share.  In the first quarter of 1995, revenues in 
  California decreased by approximately $60 million, or 8 percent, as a 
  result of the implementation of this order.
  
  Operating income for the first quarter of 1995 increased 5 percent to $1.06 
  billion, compared with $1.00 billion a year ago, excluding the results of 
  the properties sold.  The improvement reflects increased revenues and lower 
  domestic operating expenses resulting from the ongoing process 
  re-engineering program.
  
  
  
                                      - 3 -
  
  
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  
  In connection with the re-engineering plan, during the first three months 
  of 1995, expenditures of approximately $89 million were incurred and 
  charged to the restructuring reserve.  Since the plan's inception at the 
  beginning of 1994, a total of 74 customer contact, network operations and 
  operator service centers have been closed and workforce reductions of 
  approximately 7,000 have occurred resulting in total expenditures of $432 
  million being charged to the restructuring reserve.  These costs were 
  primarily associated with the consolidation of various service centers and 
  separation benefits associated with employee reductions as discussed above 
  as well as incremental expenditures to redesign and streamline processes.  
  The level of re-engineering activities and related expenditures are 
  expected to accelerate during the remainder of 1995.  There have been no 
  significant changes made to the overall re-engineering plan as originally 
  reported.  As of March 31, 1995, $868 million remains in the restructuring 
  reserve which management believes is adequate to cover future expenditures.
  
  As of March 31, 1995, access lines served by GTE's domestic and 
  international telephone operations operating in 28 states, Canada, the 
  Dominican Republic and Venezuela totaled 23.1 million.
  
  
  Telecommunications Products and Services
  
  Revenues and sales from Telecommunications Products and Services, which is 
  comprised of personal communications services, aircraft-based 
  telecommunications, government and defense communications systems and 
  equipment, telecommunications-based information services and systems and 
  Yellow Pages directories, increased 11 percent to $926 million for the 
  first quarter of 1995, compared to $837 million a year ago, excluding the 
  satellite-communications business which was sold late in 1994.  This 
  improvement primarily reflects the continued excellent growth in revenues 
  from the mobile-cellular business.
  
  Cellular customer growth continued at a high level during the first quarter 
  of 1995 with a total of 161,000 new domestic customers added.  This brings 
  total U.S. customers served to approximately 2,500,000, an increase of 46 
  percent over the first quarter of last year.  During the first quarter of 
  1995, service revenues per subscriber averaged $63 per month, compared with 
  $68 per month in the first quarter of last year.  The current average 
  reflects the continued growth of casual users in the subscriber base.  
  Operating cash flows, representing operating income before depreciation and 
  amortization, reached $173 million in the first quarter of 1995, a 53 
  percent improvement over the first quarter of 1994.  
  
  Operating income in the first quarter of 1995 increased 38 percent to $127 
  million, compared with $92 million in the first quarter of last year, 
  excluding the satellite-communications business.  This increase reflects 
  the continued improved performance of the mobile-cellular business which 
  was offset, in part, by changes in the timing of certain Yellow Pages 
  directories publications.  
  
                                       - 4 -
  
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  
  As of March 31, 1995, GTE's U.S. mobile-cellular operations served a 
  population of some 53 million "POPs" (total population in markets served 
  times GTE's percentage interest in the entity providing service in those 
  markets).  Outside the United States, GTE operates mobile-cellular networks 
  serving some 15 million POPs through affiliates in Canada, the Dominican 
  Republic, Venezuela and Argentina, where an additional 354,000 customers 
  are served.
  
  
  CAPITAL RESOURCES AND LIQUIDITY
  
  Cash from operations for the first three months of 1995 totaled $1.36 
  billion compared to $1.21 billion for the first quarter of 1994.  The 
  increase in cash from operations is due to improved operating results in 
  the first quarter of 1995 and the absence of one-time income tax payments 
  in the first quarter of 1994 related to both the completion of the Mobile 
  Subscriber Equipment Contract and to gains on sales of non-strategic 
  properties sold in late 1993.  Capital expenditures and dividends in the 
  first quarter were funded by cash flows from operations.
  
  Cash used in investing activities for the first three months of 1995 
  totaled $830 million, compared with $863 million in the first quarter of 
  1994.  Capital expenditures for the first quarter of 1995 totaled $771 
  million compared with $830 million 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.  Capital expenditures and 
  dividends for 1995 are expected to be funded by cash flows from operations 
  together with funds obtained through employee stock purchase and dividend 
  reinvestment plans.  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 cellular, to increase 
  capacity and continue to improve the quality of the existing network.  
  
  Cash used in financing activities for the first three months of 1995 
  totaled $519 million, compared with $318 million in the same period last 
  year.  During the first quarter of 1995, dividend payments of $454 million 
  and net reductions in short and long-term borrowings and preferred stock of 
  $184 million were partially offset by $107 million received through GTE's 
  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").  This issuance completed the $1 billion shelf 
  registration with the Securities and Exchange Commission for MIPS.  
  
  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 March 31, 1995, GTE had $4.4 
  billion of unused bank lines of credit available to back up commercial 
  paper borrowings and for working capital requirements.
  
  
                                       - 5 -
  
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  
  RECENT DEVELOPMENTS
  
  In 1994, GTE reached agreement to acquire the 10 percent ownership of 
  Contel Cellular Inc. that it does not already own for approximately $250 
  million in cash.  The transaction is expected to close on May 12, 1995.  
  
  In March 1995, the Federal Communications Commission ("FCC") increased the 
  local-exchange carrier ("LEC") productivity factors associated with its 
  interstate price cap plan to provide three different options, on an interim 
  basis, regarding the determination and use of productivity factors.  These 
  changes will be reflected in the LECs' annual tariff filing, effective 
  August 1, 1995.  The FCC is expected to continue to consider permanent 
  changes to its price cap plan in a future rulemaking proceeding.  GTE 
  believes the impact of the interim rules will be minimized in the near-term 
  because GTE has reduced its access fees in previous years to amounts below 
  the FCC's maximum price.
  
  Also in March 1995, GTE was successful in its bid for licenses serving four 
  markets in the FCC's auction for personal communications services licenses.  
  The licenses were acquired at a cost of approximately $400 million and 
  included those for the Atlanta, Seattle, Cincinnati and Denver Major 
  Trading Areas.  These markets, with approximately 20 million POPs, will 
  enhance GTE's ability to bring new wireless services to its key local 
  telephone operating properties, further strengthen existing cellular 
  clusters, and expand an already strong cellular presence.  Approximately 
  $80 million of the purchase price has already been paid with the final $320 
  million expected to be paid during the second quarter of 1995.  
  Construction of the cellular networks in the new markets is expected to 
  commence in late 1995 and continue through 1997.
  
  GTE has also signed a definitive agreement to exchange 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 will give GTE 
  operating control of the San Diego MSA, is subject to regulatory approval 
  and is expected to close during the second half of 1995.  
  
  In April 1995, the Supreme Court of Texas ruled in favor of GTE Southwest 
  in its rate case dating to 1989.  The Supreme 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 final issue, payments 
  associated with directory publications rendered by GTE Directories 
  Corporation, also a wholly-owned subsidiary of GTE, has been remanded to 
  the Texas Public Utilities Commission ("TPUC") for further proceedings.  It 
  is not known when the TPUC will make a decision on this matter.  While the 
  ultimate outcome of this matter is not presently determinable, it is not 
  expected to have a material effect on GTE's results of operations.  
  
  
  
  
  
                                      - 6 -
  
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  
  
  Also 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 GTE 
  from providing 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 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 late 1995 and early 1996.  
  
  Finally, the states of Virginia and North Carolina recently enacted 
  legislation to open local telephone markets to competition in 1996, while 
  requiring the implementation of price regulation.  Several other states are 
  considering similar regulatory reform proposals during the current 
  legislative sessions.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      - 7 -
  
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
  
                                                     March 31,     December 31,
                                                       1995            1994   
                                                          (In Millions)      
  
                 ASSETS
  
  CURRENT ASSETS:
     Cash and temporary cash investments               $   330      $   323
     Receivables, less allowances
       of $220 and $207 million                          3,667        4,022
     Inventories                                           689          676
     Other current assets                                  640          613
       Total Current Assets                              5,326        5,634
  
  
  PROPERTY, PLANT AND EQUIPMENT, at cost:
     Telephone operations                               44,597       44,287
       Accumulated depreciation                        (18,209)     (17,656)
                                                        26,388       26,631
  
     Telecommunications products
         and services and other                          4,363        4,258
       Accumulated depreciation                         (1,636)      (1,561)
                                                         2,727        2,697
  
       Total Property, Plant and Equipment, net         29,115       29,328
  
  
  INVESTMENTS AND OTHER ASSETS:
     Franchises, goodwill and other intangibles,
        net of accumulated amortization of
           $334 and $319 million                         2,217        2,149
     Investments in unconsolidated companies             1,577        1,551
     Prepaid pension costs and deferred charges          3,054        3,004
     Long-term receivables and other assets                865          834
       Total Investments and Other Assets                7,713        7,538
  
  
       Total Assets                                    $42,154      $42,500
  
  
  
  
  
  
  
  
           The accompanying notes are an integral part of these statements.
  
  
                                        - 8 -
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
                                                     March 31,     December 31,
                                                       1995            1994   
                                                          (In Millions)
  
       LIABILITIES AND SHAREHOLDERS' EQUITY
  
  
  CURRENT LIABILITIES:
     Short-term obligations, including
       current maturities                             $ 1,449       $ 2,042
     Accounts and payrolls payable                      1,757         2,229
     Accrued taxes                                      1,017           871
     Dividends payable                                    475           472
     Accrued restructuring costs                          472           436
     Other current liabilities                          2,129         2,171
       Total Current Liabilities                        7,299         8,221
  
  LONG-TERM DEBT                                       12,072        12,163
  
  RESERVES AND DEFERRED CREDITS:
     Deferred income taxes                              3,542         3,522
     Employee benefit obligations                       4,703         4,651
     Restructuring costs and other                      1,622         1,729
       Total Reserves and Deferred Credits              9,867         9,902
  
  MINORITY INTERESTS IN EQUITY OF SUBSIDIARIES          2,132         1,622
  
  PREFERRED STOCK, subject to mandatory redemption        107           109
  
  SHAREHOLDERS' EQUITY:
     Preferred stock                                       10            10
     Common stock - shares issued 968,123,939
        and 965,084,925                                    48            48
     Amounts paid in, in excess of par value            7,725         7,627
     Reinvested earnings                                3,513         3,422
     Guaranteed ESOP obligations                         (619)         (624)
       Total Shareholders' Equity                      10,677        10,483
  
  
       Total Liabilities and Shareholders' Equity     $42,154       $42,500
  
  
  
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
                                       - 9 -
  
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  
                                                           Three Months Ended
                                                                March 31     
                                                          1995           1994
                                                             (In Millions)
  Cash Flows from Operations:
  
     Net income                                         $  545        $  504
  
     Adjustments to reconcile net income to
       net cash from operations:
          Depreciation and amortization                    894           837
          Change in current assets and current   
            liabilities, excluding the effects of
            acquisitions and dispositions                 (250)         (226)
          Deferred income taxes and other - net            167            96
          Net cash provided from operations              1,356         1,211
  
  Cash Flows from Investing:
     Capital expenditures                                 (771)         (830)
     Other - net                                           (59)          (33)
          Net cash used in investing                      (830)         (863)
  
  Cash Flows from Financing:
     GTE common stock issued                               107           138
     Long-term debt and preferred securities issued        532           990
     Long-term debt and preferred securities retired      (191)       (1,534)
     Dividends to shareholders of parent                  (454)         (449)
     Increase (decrease) in short-term obligations,
        excluding current maturities                      (525)          528
     Other - net                                            12             9
          Net cash used in financing                      (519)         (318)
  
  Increase in cash and temporary
    cash investments                                         7            30
  
  Cash and temporary cash investments:
     Beginning of period                                   323           322
     End of period                                      $  330        $  352
  
     Cash paid during the period for:
       Interest                                         $  207        $  200
       Income taxes                                        122           420
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
  
  
  
  
                                       - 10 -
  
                         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, 
       which consist 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.
  
  
  (2)  PROPERTY SALES:
  
       The accompanying Condensed Consolidated Statements of Income and the 
       Condensed Summary of Consolidated Results include the results of 
       operations, through the date of sale, of GTE Spacenet and certain non-
       strategic local-exchange telephone properties 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
                                                  March 31     
                                             1995          1994
                                               (In Millions)
      
           REVENUES AND SALES:
             Telephone Operations           $3,836       $3,784
             Telecommunications Products 
               and Services                    926          837
               Total revenues and sales     $4,762       $4,621
      
           OPERATING INCOME:
             Telephone Operations           $1,057       $1,003
             Telecommunications Products
               and Services                    127           92
      
               Total operating income       $1,184       $1,095
  
  
  
  
  
  
  
  
  
                                      - 11 -
  
  
  PART II. OTHER INFORMATION
  
  
  Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
            (a)  Annual Meeting - April 19, 1995
  
            (b)  Proxies for the meeting were solicited pursuant to Regulation
                 14A.  There was no solicitation in opposition to management's
                 nominees as listed in the proxy statement.  All of
                 management's nominees as listed in the proxy statement were
                 elected, the vote on said proposal being as follows:
  
                                       Shares Voted
  
                   Directors            Shares For             Shares Withheld
  
                Class III Directors:
                  Edwin L. Artzt          794,438,309              22,936,659
                  Kent B. Foster          792,419,576              24,955,392
                  Sandra O. Moose         793,880,978              23,493,990
                  Russell E. Palmer       794,980,191              22,394,777
                  Robert D. Storey        794,164,064              23,210,904
  
                Class II Director:
                  Nicholas L. Trivisonno  793,080,607              24,294,361
  
            (c)  Other matters voted upon:
  
  
             Proposal to Ratify the Appointment of Auditors
  
             Shareholders ratified the appointment of Arthur Andersen LLP to 
             conduct the annual audit of the financial statements of GTE 
             Corporation and its subsidiary companies for the year ending 
             December 31, 1995.  The vote was:
  
             FOR -   795,390,805 shares, or 98.39 percent of the shares voted.
  
             AGAINST - 13,037,848 shares, or 1.61 percent of the shares voted. 
  
             ABSTENTIONS - 8,946,315 shares.
  
  
             Proposal to Eliminate the Staggered Election of Directors
  
             Shareholders voted against a shareholder proposal to eliminate 
             the staggered election of Directors.  The vote was:
  
             FOR - 254,832,548 shares, or 38.26 percent of the shares voted.
  
             AGAINST - 411,288,537 shares, or 61.74 percent of the shares
             voted.
  
             ABSTENTIONS - 17,601,601 shares.
  
             BROKERS NON-VOTES - 133,652,282 shares.
  
  
                                      - 12 -
  
  
  Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - (Continued)
  
  
             Proposal for the Establishment of Criteria to Limit Executive 
             Officers' Compensation
  
             Shareholders voted against a shareholder proposal for the Board 
             of Directors to establish criteria to limit executive officers' 
             compensation.  The vote was:
  
             FOR - 146,461,373 shares, or 22.16 percent of the shares voted.
  
             AGAINST - 514,319,586 shares, or 77.84 percent of the shares
             voted. 
  
             ABSTENTIONS - 22,941,728 shares.
  
             BROKERS NON-VOTES - 133,652,281 shares.
  
  
             Proposal to Limit Executive Officers' Pay Increases
  
             Shareholders voted against a shareholder proposal to limit 
             executive officers' pay increases.  The vote was:
  
             FOR - 147,493,953 shares, or 22.29 percent of the shares voted.
  
             AGAINST - 514,310,105 shares, or 77.71 percent of the shares
             voted. 
  
             ABSTENTIONS - 21,915,830 shares.
  
             BROKERS NON-VOTES - 133,655,080 shares.
  
  
             Proposal to endorse the Coalition for Environmentally Responsible
             Economies ("CERES") Principles
  
             Shareholders voted against a shareholder proposal to request that 
             GTE endorse the CERES Principles.  The vote was:
  
             FOR - 77,107,454 shares, or 12.47 percent of the shares voted.
  
             AGAINST - 541,153,149 shares, or 87.53 percent of the shares
             voted.
  
             ABSTENTIONS - 65,462,081 shares.
  
             BROKERS NON-VOTES - 133,652,284 shares.
  
  
  
  
  
  
  
  
  
  
                                      - 13 -
  
  
  Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - (Continued)
  
  
             Proposal to Request a Report of the Board of Directors Regarding
             Equal Employment Opportunity ("EEO") and Affirmative Action
             Policies and Programs
  
             Shareholders voted against a shareholder proposal to request a
             report of GTE's Board of Directors regarding EEO and Affirmative 
             Action policies and programs.  The vote was:
  
             FOR - 86,277,645 shares, or 13.72 percent of the shares voted.
  
             AGAINST - 542,616,191 shares, or 86.28 percent of the shares
             voted. 
  
             ABSTENTIONS - 54,828,852 shares.
  
             BROKERS NON-VOTES - 133,652,280 shares.
  
  
             Proposal to Eliminate Non-Employee Directors' Pension Benefits
  
             Shareholders voted against a shareholder proposal to eliminate 
             future non-employee directors' pension benefits and the 
             relinquishment of pension benefits for current non-employee 
             directors.  The vote was:
  
             FOR - 218,317,914 shares, or 33.14 percent of the shares voted.
  
             AGAINST - 440,505,513 shares, or 66.86 percent of the shares
             voted. 
  
             ABSTENTIONS - 24,898,458 shares.
  
             BROKERS NON-VOTES - 133,653,083 shares.
  
  
             Proposal to Require Shareholder Approval of Future Compensation
             Agreements Contingent on a Change in Control
  
             Shareholders voted against a shareholder proposal for the 
             adoption of a policy against future agreements with officers and 
             directors providing compensation contingent on a change in 
             control unlessapproved by a majority of shareholders.
             The vote was:
  
             FOR - 280,616,276 shares, or 42.90 percent of the shares voted.
  
             AGAINST - 373,530,342 shares, or 57.10 percent of the shares
             voted. 
  
             ABSTENTIONS - 29,575,223 shares.
  
             BROKERS NON-VOTES - 133,653,127 shares.
  
  
  
  
                                      - 14 -
  
  
  Item 6.    EXHIBITS AND REPORTS ON FORM 8-K
  
             (a)  Exhibits required by Item 601 of Regulation S-K.
  
                  (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 February 17, 1995
                  under Item 7, "Financial Statements and Exhibits".  No
                  financial statements were included with this report.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      - 15 -
  
  
                                    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:  May 11, 1995                             By    Lawrence R. Whitman
                                                 .............................
                                                        Lawrence R. Whitman     
                                                   Vice President - Controller
  
  
  
  
  Date:  May 11, 1995                             By      Marianne Drost
                                                 .............................
                                                          Marianne Drost  
                                                            Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                          - 16 -
  

  
                                                                    EXHIBIT 11
  
  
  
                          GTE CORPORATION AND SUBSIDIARIES
                      CALCULATION OF EARNINGS PER COMMON SHARE
  
  
  
                                                           Three Months Ended
                                                                March 31     
                                                           1995         1994
                                                             (In Thousands)
  
  Net income applicable to common stock                  $543,282     $499,610
  
  Adjustments to net income:
  Add - Preferred dividend requirements on
          dilutive convertible preferred stocks               138          158
        Interest expense, net of tax effect, on
          employees' stock plans                              172          172
            Total adjustments                                 310          330
  
  Adjusted consolidated net income
     applicable to common stock                          $543,592     $499,940
  
  Average common shares                                   967,091      953,609
  
  Adjustments to common shares:
  Add - Dilutive convertible preferred stocks                 532          605
        Employees' stock and stock option plans             1,935        1,694
            Total adjustments                               2,467        2,299
  
  Adjusted average common shares                          969,558      955,908
  
  EARNINGS PER COMMON SHARE:
  
  Primary  (1)                                           $    .56     $    .52
  
  Fully diluted  (2)                                     $    .56     $    .52
  
  
  
               
  (1)   Computed by dividing net income applicable to common stock 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, stock 
             ownership plan and stock options 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>
  
                                                                                                              Exhibit 12
                                                                                                              Page 1
  
                                                         GTE CORPORATION AND SUBSIDIARIES
  
                                            CONSOLIDATED STATEMENTS OF THE RATIO OF EARNINGS TO FIXED CHARGES
                                                               (Thousands of Dollars)
  
                                                                    (Unaudited)
  
  <CAPTION>
  
                                           Three Months Ended               Years Ended December 31
                                             March 31, 1995    1994         1993         1992        1991        1990
  <S>                                       <C>          <C>         <C>          <C>         <C>         <C>         
  Net earnings available for fixed charges:
     Income from continuing operations       $  544,857   $2,450,779  $  989,803   $1,787,035  $1,528,102  $1,622,261
     Add (deduct) - 
        Income taxes                            334,654      1,532,482     567,747      966,589     662,860     697,963
        Interest expense                        281,250      1,139,233   1,298,234    1,475,670   1,574,746   1,510,909
        Capitalized interest (net of 
          amortization)                          (2,330)        (6,045)     (3,421)      (4,931)    (14,791)    (18,316)
        Preferred stock dividends of
           subsidiaries                          18,653         18,252      22,162       23,429      25,317      28,697
        Additional income requirement on preferred 
           stock dividends of subsidiaries        2,612         11,426      12,739       12,671      11,006      12,357
        Minority interests                       30,175        140,464     112,335      112,425     103,626      83,471
        Portion of rent expense representing
           interest                              31,103        139,715     153,058      196,533     210,698     206,959
                                              1,240,974      5,426,306  3,152,657    4,569,421   4,101,564   4,144,301
     Deduct - Minority interests                (55,393)      (242,937)  (236,944)    (248,979)   (247,284)   (224,240)
                Adjusted earnings available
                    for fixed charges from
                    continuing operations    $1,185,581     $5,183,369  $2,915,713   $4,320,442  $3,854,280  $3,920,061
  
  Fixed Charges:
     Interest charges                        $  281,250     $1,139,233  $1,298,234   $1,475,670 $1,574,746   $1,510,909
     Preferred dividends of subsidiaries         18,653         18,252      22,162       23,429     25,317       28,697
     Additional income requirement on preferred
        dividends of subsidiaries                 2,612         11,426      12,739       12,671     11,006       12,357
     Portion of rent expense representing
            interest                             31,103        139,715     153,058      196,533    210,698      206,959
                                                333,618      1,308,626   1,486,193    1,708,303  1,821,767    1,758,922
     Deduct - Minority interests                (16,768)       (68,096)    (78,421)     (86,504)   (89,479)     (91,730)
             Adjusted fixed charges          $  316,850     $1,240,530  $1,407,772   $1,621,799 $1,732,288   $1,667,192
  
  Ratio of Earnings to Fixed Charges - continuing
     operations                                    3.74           4.18        2.07         2.66       2.22         2.35
  
  
                                                                                                              Exhibit 12
                                                                                                              Page 1
  
                                                         GTE CORPORATION AND SUBSIDIARIES
  
                           CONSOLIDATED STATEMENTS OF THE RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                                                               (Thousands of Dollars)
  
                                                                    (Unaudited)
  <CAPTION>
  
                                           Three Months Ended               Years Ended December 31
                                             March 31, 1995    1994         1993         1992        1991        1990
  <S>                                        <C>           <C>         <C>          <C>         <C>         <C>         
  Net earnings available for fixed charges
  and preferred stock dividends:
     Income from continuing operations        $  544,857    $2,450,779  $  989,803   $1,787,035  $1,528,102  $1,622,261
     Add (deduct) - 
        Income taxes                             334,654     1,532,482     567,747      966,589     662,860     697,963
        Interest expense                         281,250     1,139,233   1,298,234    1,475,670   1,574,746   1,510,909
        Capitalized interest (net of 
          amortization)                           (2,330)       (6,045)     (3,421)      (4,931)    (14,791)    (18,316)
        Preferred stock dividends of 
           subsidiaries                           18,653        18,252      22,162       23,429      25,317      28,697
        Additional income requirement on preferred 
           stock dividends of subsidiaries         2,612        11,426      12,739       12,671      11,006      12,357
        Minority interests                        30,175       140,464     112,335      112,425     103,626      83,471
        Additional income requirement on preferred 
           stock dividends of Parent                 969         6,204      10,246       14,241      15,991      18,802
        Portion of rent expense representing
           interest                               31,103       139,715     153,058      196,533     210,698     206,959
                                               1,241,943     5,432,510   3,162,903    4,583,662   4,117,555   4,163,103
     Deduct - Minority interests                 (55,393)     (242,937)   (236,944)    (248,979)   (247,284)   (224,240)
      Adjusted earnings available for fixed
       charges and preferred stock
        dividends - continuing operations     $1,186,550    $5,189,573  $2,925,959   $4,334,683  $3,870,271  $3,938,863
  
  Fixed Charges and preferred stock dividends:
     Interest charges                         $  281,250    $1,139,233  $1,298,234   $1,475,670  $1,574,746  $1,510,909
     Preferred dividends of subsidiaries          18,653        18,252      22,162       23,429      25,317      28,697
     Additional income requirement on preferred
        dividends of subsidiaries                  2,612        11,426      12,739       12,671      11,006      12,357
     Preferred stock dividends of Parent           1,575         9,910      17,825       26,331      36,785      43,662
     Additional income requirement on preferred 
         stock dividends of Parent                   969         6,204      10,246       14,241      15,991      18,802
     Portion of rent expense representing
         interest                                 31,103       139,715     153,058      196,533     210,698     206,959
                                                 336,162     1,324,740   1,514,264    1,748,875   1,874,543   1,821,386
     Deduct - Minority interests                 (16,768)      (68,096)    (78,421)     (86,504)    (89,479)    (91,730)
                Adjusted fixed charges        $  319,394    $1,256,644  $1,435,843   $1,662,371  $1,785,064  $1,729,656
  
  Ratio of Earnings to Fixed Charges and 
     preferred stock dividends - 
       continuing operations                        3.72          4.13        2.04         2.61        2.17        2.28
  
  
</TABLE>


<TABLE> <S> <C>

  <ARTICLE> 5
  <MULTIPLIER> 1,000,000
         
  <S>                            <C>
  <PERIOD-TYPE>                  3-MOS
  <FISCAL-YEAR-END>                           DEC-31-1994
  <PERIOD-END>                                MAR-31-1995
  <CASH>                                              330
  <SECURITIES>                                          0
  <RECEIVABLES>                                     3,667
  <ALLOWANCES>                                          0
  <INVENTORY>                                         690
  <CURRENT-ASSETS>                                  5,326
  <PP&E>                                           48,960
  <DEPRECIATION>                                   19,845
  <TOTAL-ASSETS>                                   42,154
  <CURRENT-LIABILITIES>                             7,299
  <BONDS>                                          12,072
  <COMMON>                                             48
                                 107
                                            10
  <OTHER-SE>                                       10,619
  <TOTAL-LIABILITY-AND-EQUITY>                     42,154
  <SALES>                                           4,762
  <TOTAL-REVENUES>                                  4,762
  <CGS>                                             3,578
  <TOTAL-COSTS>                                     3,578
  <OTHER-EXPENSES>                                    304
  <LOSS-PROVISION>                                      0
  <INTEREST-EXPENSE>                                  281
  <INCOME-PRETAX>                                     880
  <INCOME-TAX>                                        335
  <INCOME-CONTINUING>                                 545
  <DISCONTINUED>                                        0
  <EXTRAORDINARY>                                       0
  <CHANGES>                                             0
  <NET-INCOME>                                        545
  <EPS-PRIMARY>                                       .56
  <EPS-DILUTED>                                       .56
          
  
</TABLE>


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