<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended: MARCH 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission File Number 0-1210
GTE NORTH INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
WISCONSIN 35-1869961
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1255 Corporate Drive, SVC04C08, Irving, Texas 75038
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code 972-507-5000
(Former name, former address and former fiscal year,
if changed since last report)
The registrant, a wholly-owned subsidiary of GTE Corporation, meets the
conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is
therefore filing this form with reduced disclosure format pursuant to General
Instruction H(2).
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 [ ]
The Company had 978,351 shares of $1,000 par value common stock outstanding at
April 30, 2000. The Company's common stock is 100% owned by GTE Corporation.
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<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GTE NORTH INCORPORATED AND SUBSIDIARY
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
2000 1999
---------- ----------
(Dollars in Millions)
<S> <C> <C>
REVENUES AND SALES
Local services $ 345.4 $ 330.5
Network access services 299.2 304.2
Other services and sales 125.4 132.4
---------- ----------
Total revenues and sales 770.0 767.1
---------- ----------
OPERATING COSTS AND EXPENSES
Cost of services and sales 221.4 256.0
Selling, general and administrative 85.9 127.4
Depreciation and amortization 140.5 132.8
---------- ----------
Total operating costs and expenses 447.8 516.2
---------- ----------
OPERATING INCOME 322.2 250.9
OTHER EXPENSE
Interest - net 33.5 40.7
---------- ----------
INCOME BEFORE INCOME TAXES 288.7 210.2
Income taxes 109.9 79.6
---------- ----------
NET INCOME $ 178.8 $ 130.6
========== ==========
</TABLE>
Per share data is omitted since the Company's common stock is 100% owned by GTE
Corporation.
The accompanying notes are an integral part of these statements.
1
<PAGE> 3
GTE NORTH INCORPORATED AND SUBSIDIARY
Condensed Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
(Dollars in Millions)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 5.1 $ 1.1
Receivables, less allowances
of $46.5 million and $43.3 million 535.1 564.3
Accounts receivable from affiliates 131.9 87.1
Net assets held for sale 182.1 211.8
Inventories and supplies 48.2 42.8
Prepaid insurance 25.1 40.7
Other 60.0 59.7
------------ ------------
Total current assets 987.5 1,007.5
------------ ------------
Property, plant and equipment, at cost 9,966.0 9,849.0
Accumulated depreciation (6,631.7) (6,568.9)
------------ ------------
Total property, plant and equipment, net 3,334.3 3,280.1
------------ ------------
Prepaid pension costs 1,334.8 1,238.7
Other assets 23.0 13.3
------------ ------------
Total assets $ 5,679.6 $ 5,539.6
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 4
GTE NORTH INCORPORATED AND SUBSIDIARY
Condensed Consolidated Balance Sheets (Unaudited) - Continued
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
(Dollars in Millions)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 2.3 $ 2.3
Notes payable to affiliates 100.5 281.4
Accounts payable 156.7 10.4
Affiliate payables 83.6 143.3
Taxes payable 185.4 126.1
Accrued payroll costs 120.8 146.0
Other 251.3 153.5
------------ ------------
Total current liabilities 900.6 863.0
------------ ------------
Long-term debt 1,744.7 1,774.3
Employee benefit plans 420.5 418.6
Deferred income taxes and other 623.3 568.3
------------ ------------
Total liabilities 3,689.1 3,624.2
------------ ------------
Preferred stock, subject to mandatory redemption -- 1.2
------------ ------------
Shareholders' equity
Preferred stock -- 15.2
Common stock (978,351 shares issued) 978.3 978.3
Additional paid-in capital 64.1 63.5
Retained earnings 948.1 857.2
------------ ------------
Total shareholders' equity 1,990.5 1,914.2
------------ ------------
Total liabilities and shareholders' equity $ 5,679.6 $ 5,539.6
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 5
GTE NORTH INCORPORATED AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---------- ----------
(Dollars in Millions)
<S> <C> <C>
OPERATIONS
Net income $ 178.8 $ 130.6
Adjustments to reconcile net income to net cash from operations:
Depreciation and amortization 140.5 132.8
Employee retirement benefits (93.6) (28.6)
Provision for uncollectible accounts 10.0 8.8
Changes in current assets and current liabilities 127.0 76.2
Deferred income taxes and other - net 48.1 62.2
---------- ----------
Net cash from operations 410.8 382.0
---------- ----------
INVESTING
Capital expenditures (172.7) (160.2)
Other - net 0.2 --
---------- ----------
Net cash used in investing (172.5) (160.2)
---------- ----------
FINANCING
Long-term debt and preferred stock retired,
including premiums paid on early retirement (47.3) (200.0)
Dividends (6.2) (159.2)
Net change in affiliate notes (180.8) 137.1
---------- ----------
Net cash used in financing (234.3) (222.1)
---------- ----------
Increase (decrease) in cash and cash equivalents 4.0 (0.3)
Cash and cash equivalents:
Beginning of period 1.1 0.9
---------- ----------
End of period $ 5.1 $ 0.6
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 6
GTE NORTH INCORPORATED AND SUBSIDIARY
Consolidated Statement of Shareholders' Equity (Unaudited)
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-in Retained
Stock Stock Capital Earnings Total
---------- ---------- ---------- ---------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Shareholders' equity, December 31, 1999 $ 15.2 $ 978.3 $ 63.5 $ 857.2 $ 1,914.2
Net income 178.8 178.8
Dividends declared (87.4) (87.4)
Redemption of preferred stock (15.2) (0.9) (16.1)
Tax benefit from exercise of stock options 0.6 0.6
Other 0.4 0.4
---------- ---------- ---------- ---------- ----------
Shareholder's equity, March 31, 2000 $ -- $ 978.3 $ 64.1 $ 948.1 $ 1,990.5
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 7
GTE NORTH INCORPORATED AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1. BASIS OF PRESENTATION
GTE North Incorporated (the Company) is incorporated under the laws of the State
of Wisconsin and is a subsidiary of GTE Corporation (GTE).
The accompanying unaudited condensed consolidated financial statements have been
prepared based upon Securities and Exchange Commission (SEC) rules that permit
reduced disclosure for interim periods. These condensed consolidated financial
statements reflect all adjustments that are necessary for a fair presentation of
results of operations and financial position for the interim periods shown
including normal recurring accruals. The results for the interim periods are not
necessarily indicative of results for the full year. For a more complete
discussion of significant accounting policies and certain other information,
please refer to the consolidated financial statements and the notes thereto
included in the Company's 1999 Annual Report on Form 10-K.
Reclassifications of prior year data have been made, where appropriate, to
conform to the 2000 presentation.
NOTE 2. NET ASSETS HELD FOR SALE
During 1999, the Company entered into agreements to sell approximately 100,000
switched access lines located in Illinois to Citizens Utilities Company,
approximately 61,000 switched access lines located in Wisconsin to Telephone USA
of Wisconsin, LLC. and approximately 65,000 switched access lines located in
Wisconsin to CenturyTel, Inc. These agreements consummate the Company's
previously announced 1998 plan to sell selected access lines located in Illinois
and Wisconsin. All sales are subject to regulatory approval and are expected to
close in 2000. The associated net assets, which approximate $182.1 million and
$211.8 million at March 31, 2000 and December 31, 1999, respectively, consist of
property, plant and equipment, and have been classified as "Net assets held for
sale" in the consolidated balance sheets. The Company intends to continue to
operate all of these assets until sold. Based on the decision to sell, however,
the Company stopped recording depreciation expense for these assets.
Accordingly, depreciation expense was lowered by $6.9 million and $7.5 million
for the three months ended March 31, 2000 and 1999, respectively. No charges
were recorded for the access lines to be sold because their estimated fair
values were in excess of their carrying values. The access line agreements
represent approximately 5% of the switched access lines that the Company had in
service at the end of 1999 and contributed approximately 4% to 1999 consolidated
revenues and approximately 5% of consolidated operating income.
NOTE 3. DEBT
In March 2000, the Company retired $30.0 million of promissory notes with GTE
Finance Corporation prior to stated maturity.
NOTE 4. PREFERRED STOCK AND PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION
In March 2000, the Company redeemed all 292,331 outstanding shares of preferred
stock and paid premiums of $0.9 million pretax on the early redemption.
NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The statement requires
entities that use derivative instruments to measure these instruments at fair
value and record them as assets or liabilities on the balance sheet. It also
requires entities to reflect the gains or losses associated with changes in the
fair value of these derivatives, either in earnings or as a
6
<PAGE> 8
GTE NORTH INCORPORATED AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
separate component of comprehensive income, depending on the nature of the
underlying contract or transaction. The Company is currently assessing the
impact of adopting SFAS No. 133, as amended, which is effective January 1, 2001.
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which currently must be adopted
by June 30, 2000. SAB No. 101 provides additional guidance on revenue
recognition as well as criteria for when revenue is generally realized and
earned and also requires the deferral of incremental costs. The Company is
currently assessing the impact of SAB No. 101.
NOTE 6. DIRECTORY PUBLISHING REVENUES
Consistent with industry practice, effective January 1, 2000, GTE changed its
method of recognizing directory publishing revenues. GTE Directories, a
wholly-owned subsidiary of GTE, publishes telephone directories for which it
receives advertising revenue. Under the previous method of revenue recognition,
approximately 60% of the advertising revenue for directories published in the
Company's operating areas was recognized as revenue by the Company. The
remaining 40% was recognized as revenue by GTE Directories. Under the new
method, GTE Directories now recognizes 100% of the directory publishing
revenues. The Company, in-turn, bills GTE Directories for customer listing
information and billing and collection services. As a result, the Company's
other services and sales revenues and operating income for the three months
ended March 31, 2000 decreased $11.5 million and $10.1 million, respectively,
compared to the first quarter of 1999. The change in methodology does not apply
to directory publishing activity for Illinois and Pennsylvania, which will
remain on the current method consistent with the regulatory requirements in
those states.
NOTE 7. PROPOSED MERGER WITH BELL ATLANTIC CORPORATION
Bell Atlantic and GTE have announced a proposed merger of equals under a
definitive merger agreement dated July 27, 1998. Under the terms of the
agreement, GTE shareholders will receive 1.22 shares of Bell Atlantic common
stock for each share of GTE common stock they own. Bell Atlantic shareholders
will continue to own their existing shares after the merger.
The merger is expected to qualify as a pooling of interests, which means that
for accounting and financial reporting purposes the companies will be treated as
if they had always been combined. At annual meetings held in May 1999, the
shareholders of each company approved the merger. The completion of the merger
is subject to a number of conditions, including certain regulatory approvals and
receipt of opinions that the merger will be tax-free. All state regulatory
commissions have now approved the merger and the only remaining approval is
required from the Federal Communications Commission.
7
<PAGE> 9
GTE NORTH INCORPORATED AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction H(2).)
RESULTS OF OPERATIONS
Net income increased $48.2 million, or 37%, for the three months ended March 31,
2000, compared to the same period in 1999, primarily due to higher local
services revenues and lower operating costs and expenses, partially offset a
corresponding increase in income taxes.
REVENUES AND SALES
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended
March 31,
------------------------- Increase Percent
2000 1999 (Decrease) Change
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Local services $ 345.4 $ 330.5 $ 14.9 5%
Network access services 299.2 304.2 (5.0) (2)%
Other services and sales 125.4 132.4 (7.0) (5)%
---------- ---------- ---------
Total revenues and sales $ 770.0 $ 767.1 $ 2.9 --
========== ========== =========
</TABLE>
Local Services Revenues
Access line growth was 5% for the first quarter of 2000, which generated
additional revenues of $12.4 million from basic local services, CentraNet(R)
services, and Integrated Services Digital Network and Digital Channel Services.
The Company also continued to see growth in demand for enhanced custom calling
features, such as SmartCall(R), resulting in a $6.9 million increase in revenues
for the first quarter of 2000. Partially offsetting these increases was the
impact of price reductions in Ohio effective in May 1999, which reduced revenues
by $3.7 million. In addition, revenues from operator services were $1.3 million
lower in the first quarter of 2000.
Network Access Services Revenues
Minutes of use increased 6% generating additional revenues of $8.0 million for
the first quarter of 2000 when compared to the first quarter of 1999. Offsetting
the increase is a decrease of $18.6 million, reflecting the impact of mandated
interstate and intrastate access price changes.
Other Services and Sales Revenues
The first quarter decrease in other services and sales revenues primarily
reflects the impact of a change in GTE's method of recognizing directory
publishing revenues, which lowered revenues by $11.5 million (see "OTHER
DEVELOPMENTS - Directory Publishing Revenues" for additional information). This
decrease was partially offset by increases in nonregulated service revenues and
equipment sales of $2.9 million.
OPERATING COSTS AND EXPENSES
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended
March 31,
------------------------- Increase Percent
2000 1999 (Decrease) Change
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Cost of services and sales $ 221.4 $ 256.0 $ (34.6) (14)%
Selling, general and administrative 85.9 127.4 (41.5) (33)%
Depreciation and amortization 140.5 132.8 7.7 6%
---------- ---------- ---------
Total operating costs and expenses $ 447.8 $ 516.2 $ (68.4) (13)%
========== ========== =========
</TABLE>
8
<PAGE> 10
GTE NORTH INCORPORATED AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations-Continued
(Abbreviated pursuant to General Instruction H(2).)
Operating costs and expenses decreased $68.4 million, or 13%, in the first
quarter of 2000 compared to the same quarter of 1999. In general, the favorable
settlement of pension obligations was partially offset by higher costs
associated with customer and access line growth and sales growth and support
costs for new initiatives. The decrease is driven by the recognition of a pretax
gain of $58.8 million associated with lump-sum settlements of pension
obligations for former employees electing deferred vested pension cash-outs and
for current employees who met certain eligibility requirements. A one-time
special charge of $27.0 million in the first quarter of 1999, associated with an
employee-reduction program, also contributed to the decrease in costs for the
first quarter of 2000 compared to the same period in 1999. Partially offsetting
the decreases is an increase in access charges of $5.4 million due to increased
competitive local exchange carrier (CLEC) activities. The decreases are further
offset by increased costs associated with customer and access line growth and
costs for new initiatives, such as digital subscriber line (DSL) service. The
increase in depreciation and amortization reflects the continuing investment in
the network to support the access line growth from higher demand by Internet
service providers and additional customer lines.
OTHER INCOME STATEMENT ITEMS
Interest - net decreased $7.2 million or 18% for the quarter ended March 31,
2000, compared to the same period in 1999, primarily due to lower average
short-term debt levels.
Income tax expense increased $30.3 million or 38% for the three months ended
March 31, 2000, primarily due to a corresponding increase in pretax income.
INTERSTATE REGULATORY DEVELOPMENTS
During the first quarter of 2000, regulatory and legislative activity at both
the state and federal levels continued to be a direct result of the
Telecommunications Act of 1996 (Telecommunications Act). Along with promoting
competition in all segments of the telecommunications industry, the
Telecommunications Act was intended to preserve and advance universal service.
GTE continued in 2000 to meet the wholesale requirements of new competitors. GTE
has continued to sign interconnection agreements with other carriers, providing
them the capability to purchase unbundled network elements (UNEs), resell retail
services and interconnect facilities-based networks.
Universal Service
In November 1999, the Federal Communications Commission (FCC) released an order
dealing with implementation of the new FCC federal high cost support mechanism
for non-rural incumbent local exchange carriers (ILECs), including GTE. The
effective date for the new federal universal service plan was January 1, 2000.
This plan will distribute federal high cost funds to states with higher than
average costs. The role of state commissions is to ensure reasonable
comparability within the borders of a state. Federal high cost support will be
calculated by comparing the nationwide average cost with each state's average
cost per line, and providing federal support for only states that exceed 135% of
the nationwide average. To guard against rate shock, the FCC also adopted a
"hold harmless" approach so that the amount of support provided to each
non-rural carrier under the new plan will not be less than the amount provided
today. U S WEST has appealed this order on the basis that it fails to provide a
sufficient amount of support. This FCC order also established a May 1, 2000
deadline by which state commissions must create at least three deaveraged price
zones for UNEs. In January 2000, GTE requested the FCC grant a one year delay to
give state commissions ample opportunity to implement deaveraged retail rates
and establish state universal service funds in concert with UNE deaveraging.
However, on April 6, 2000, the FCC denied GTE's request for an extension of
time. The FCC expects state commissions, rather than the individual telephone
companies, to file a waiver of the May 1, 2000 deadline, if necessary. On April
28, 2000, the FCC granted temporary waivers to seven
9
<PAGE> 11
GTE NORTH INCORPORATED AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations-Continued
(Abbreviated pursuant to General Instruction H(2).)
state commissions allowing them to delay compliance up to six months. The
remaining states that GTE operates in have already adopted permanent deaveraged
UNE rates.
INTRASTATE REGULATORY DEVELOPMENTS
Illinois
In March 2000, the Illinois Commerce Commission issued its final order on access
charge reform and explicit subsidies and ordered the Company to lower all access
rate elements priced above cost, based on cost studies that are to be filed
within 30 days of the order.
The Company was also ordered to flow through access charge reductions to
end-users via toll reductions and was not afforded any revenue increase to
offset the access rate reductions. All issues regarding state high-cost funds
were deferred to a new proceeding and rate rebalancing issues were deferred to
individual company pricing proceedings.
Indiana
In December 1996, the Indiana Utility Regulatory Commission (IURC) issued an
arbitration order to identify the discount rate on local services resold from
the Company to AT&T Corp. The interim proxy wholesale discount rate was set at
17%. A final order was issued in October 1999 requiring the Company to set its
wholesale discount rate at 22.3% for customers who do not require operator
services and 19.58% for customers who do require operator services. In addition,
the Company was ordered to refund any differences from the interim discount rate
of 17% and the newly established discount rates to CLECs within ninety days. An
order was issued in January 2000, requiring certain changes to the Company's
cost studies and the submission of a deaveraging proposal. The Company filed the
revised cost studies in February 2000 and a final order is expected in the
second quarter of 2000.
Pennsylvania
In June 1999, the Pennsylvania Public Utility Commission's (PPUC's)
Administrative Law Judge (ALJ) issued a decision recommending rejection of the
Company's petition for a Simplified Ratemaking Plan and Network Modernization
Plan, and ordered the Company to file new plans within six months. While the ALJ
accepted the Company's proposed deregulation of billing and collection and
directory advertising, he rejected the Company's main proposals for rate
base/rate-of-return continuation and the trigger points for the Company's
network modernization deployment. The ALJ also rejected the Company's proposed
shortened time frames in favor of the longer statutory period. The Company filed
exceptions to the ALJ's decision in July 1999. In August 1999, the PPUC rejected
the Company's petition and ordered the Company to file another petition and a
new plan within six months of the September 1999 entry date of the order. In
February 2000, the Company petitioned for a deadline extension until after the
GTE-Bell Atlantic merger consummation, but no later than October 31, 2000; and
the PPUC granted the Company's request. A key issue in the Company's new filing
will be defining the extent of its obligation to provide advanced services in
the post-merger environment.
In September 1999, the PPUC issued its final order in the Global Settlement
proceeding, which resulted in rebalanced rates. This proceeding was intended to
open the state's local phone market to competition and resolve a number of
outstanding dockets. The Company filed an appeal of the Global Settlement order
in Commonwealth Court (Court) in October 1999, citing violation of its due
process rights. The PPUC conducted settlement negotiations in December 1999 and
January 2000 to try to settle the outstanding court appeals. A settlement
agreement was reached in January 2000; however, the Court refused to grant
jurisdiction to the PPUC so it could vote on the settlement. Instead, the Court
established a hearing date of May 17, 2000.
10
<PAGE> 12
GTE NORTH INCORPORATED AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2).)
Michigan
In February 2000, AT&T Communications of Michigan, Inc. filed a complaint
against the Company, alleging that its access rates are excessive and
unreasonably discriminatory and must be reduced to a level consistent with the
Company's rates for interconnection services. AT&T also requested that certain
rate elements be eliminated. In March 2000, the Company filed its response to
AT&T's complaint and also filed a motion to dismiss the complaint. The motion
was denied. The Company subsequently filed an Application for Leave to Appeal
and Brief on March 31, 2000. The ruling on the appeal is pending. A final order
is anticipated in August 2000.
OTHER DEVELOPMENTS
Proposed Merger with Bell Atlantic Corporation
Bell Atlantic and GTE have announced a proposed merger of equals under a
definitive merger agreement dated July 27, 1998. Under the terms of the
agreement, GTE shareholders will receive 1.22 shares of Bell Atlantic common
stock for each share of GTE common stock they own. Bell Atlantic shareholders
will continue to own their existing shares after the merger.
The merger is expected to qualify as a pooling of interests, which means that
for accounting and financial reporting purposes the companies will be treated as
if they had always been combined. At annual meetings held in May 1999, the
shareholders of each company approved the merger. The completion of the merger
is subject to a number of conditions, including certain regulatory approvals and
receipt of opinions that the merger will be tax-free. All state regulatory
commissions have now approved the merger and the only remaining approval is
required from the FCC. Both companies are working diligently to complete the
merger and are targeting completion of the merger in the second quarter of 2000.
Net Assets Held for Sale
During 1999, the Company entered into agreements to sell approximately 100,000
switched access lines located in Illinois to Citizens Utilities Company,
approximately 61,000 switched access lines located in Wisconsin to Telephone USA
of Wisconsin, LLC. and approximately 65,000 switched access lines located in
Wisconsin to CenturyTel, Inc. These agreements consummate the Company's
previously announced 1998 plan to sell selected access lines located in Illinois
and Wisconsin. All sales are subject to regulatory approval and are expected to
close in 2000. The associated net assets, which approximate $182.1 million and
$211.8 million at March 31, 2000 and December 31, 1999, respectively, consist of
property, plant and equipment, and have been classified as "Net assets held for
sale" in the consolidated balance sheets. The Company intends to continue to
operate all of these assets until sold. Based on the decision to sell, however,
the Company stopped recording depreciation expense for these assets.
Accordingly, depreciation expense was lowered by $6.9 million and $7.5 million
for the three months ended March 31, 2000 and 1999, respectively. No charges
were recorded for the access lines to be sold because their estimated fair
values were in excess of their carrying values. The access line agreements
represent approximately 5% of the switched access lines that the Company had in
service at the end of 1999 and contributed approximately 4% to 1999 consolidated
revenues and approximately 5% of consolidated operating income.
Directory Publishing Revenues
Consistent with industry practice, effective January 1, 2000, GTE changed its
method of recognizing directory publishing revenues. GTE Directories, a
wholly-owned subsidiary of GTE, publishes telephone directories for which it
receives advertising revenue. Under the previous method of revenue recognition,
approximately 60% of the advertising revenue for directories published in the
Company's operating areas was recognized as revenue by the Company. The
remaining 40% was recognized as revenue by GTE Directories. Under the new
method, GTE
11
<PAGE> 13
GTE NORTH INCORPORATED AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2).)
Directories now recognizes 100% of the directory publishing revenues. The
Company, in-turn, bills GTE Directories for customer listing information and
billing and collection services. As a result, the Company's other services and
sales revenues and operating income for the three months ended March 31, 2000
decreased $11.5 million and $10.1 million, respectively, compared to the first
quarter of 1999. Other services and sales revenues and operating income for the
year ended December 31, 2000 are expected to decrease by approximately $69.2
million and $59.7 million, respectively, compared to 1999. The change in
methodology does not apply to directory publishing activity for Illinois and
Pennsylvania, which will remain on the current method consistent with the
regulatory requirements in those states.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The statement requires
entities that use derivative instruments to measure these instruments at fair
value and record them as assets or liabilities on the balance sheet. It also
requires entities to reflect the gains or losses associated with changes in the
fair value of these derivatives, either in earnings or as a separate component
of comprehensive income, depending on the nature of the underlying contract or
transaction. The Company is currently assessing the impact of adopting SFAS No.
133, as amended, which is effective January 1, 2001.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements," which
currently must be adopted by June 30, 2000. SAB No. 101 provides additional
guidance on revenue recognition as well as criteria for when revenue is
generally realized and earned and also requires the deferral of incremental
costs. The Company is currently assessing the impact of SAB No. 101.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In this Management's Discussion and Analysis, the Company has made
forward-looking statements. These statements are based on the Company's
estimates and assumptions and are subject to certain risks and uncertainties.
Forward-looking statements include the information concerning possible or
assumed future results of operations of the Company, as well as those statements
preceded or followed by the words "anticipates," "believes," "estimates,"
"expects," "hopes," "targets" or similar expressions. For each of these
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
The future results of the Company could be affected by subsequent events and
could differ materially from those expressed in the forward-looking statements.
If future events and actual performance differ from the Company's assumptions,
the actual results could vary significantly from the performance projected in
the forward-looking statements.
The following important factors could affect the future results of the Company
and could cause those results to differ materially from those expressed in the
forward-looking statements: (1) materially adverse changes in economic
conditions in the markets served by the Company; (2) material changes in
available technology; (3) the final resolution of federal, state and local
regulatory initiatives and proceedings, including arbitration proceedings, and
judicial review of those initiatives and proceedings, pertaining to, among other
matters, the terms of interconnection, access charges, universal service, UNEs
and resale rates; and (4) the extent, timing, success and overall effects of
competition from others in the local telephone and intraLATA toll service
markets.
12
<PAGE> 14
PART II. OTHER INFORMATION
GTE NORTH INCORPORATED AND SUBSIDIARY
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
10 Material Contracts -- Letter Agreement between GTE Service
Corporation and John Appel
12 Statement re: Calculation of the Consolidated Ratio of Earnings
to Fixed Charges
27 Financial Data Schedule
(b) The Company filed no reports on Form 8-K during the first quarter of
2000.
13
<PAGE> 15
SIGNATURE
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 North Incorporated
---------------------------------------
(Registrant)
Date: May 12, 2000 /s/ Stephen L. Shore
-------------------- ---------------------------------------
Stephen L. Shore
Controller
(Principal Accounting Officer)
14
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10 Material Contracts -- Letter Agreement between GTE Service
Corporation and John Appel
12 Statement re: Calculation of the Consolidated Ratio of
Earnings to Fixed Charges
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10
PERSONAL & CONFIDENTIAL
April 26, 2000
Mr. John Appel
[Address]
[Address]
Dear John:
As we have discussed, it is important to GTE that you remain with the company at
least through the closing of the merger. That being the case, if you remain with
GTE at least through the closing (or, if later, June 30, 2000) but separate as a
result of the merger thereafter, GTE will calculate your lump sum pension
benefit using the interest rate as of July 1, 2000 or the interest rate that
would ordinarily be used given your actual separation date, whichever would
provide you with the highest lump sum benefit. This special interest rate
protection will only be applicable if you elect to receive a lump sum pension
distribution following your separation, and any increase in the amount to which
you are entitled as a result of this commitment will be payable from the general
assets of GTE.
John, I want to thank you again for your flexibility. We need your leadership
now - more than ever. I truly appreciate this additional commitment.
Sincerely,
J. Randall MacDonald
Executive Vice President -
Human Resources & Administration
JRM:wh
c: J. T. D'Angelo, Jr.
E. D. Singer
<PAGE> 1
EXHIBIT 12
GTE NORTH INCORPORATED AND SUBSIDIARY
Statement of the Consolidated Ratio of Earnings to Fixed Charges
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in Millions) Three Months Ended
March 31, 2000
------------------
<S> <C>
Net earnings available for fixed charges:
Income from continuing operations $ 178.8
Add - Income taxes 109.9
- Fixed charges 40.0
----------
Adjusted earnings $ 328.7
==========
Fixed charges:
Interest expense $ 34.4
Portion of rent expense representing interest 5.6
----------
Adjusted fixed charges $ 40.0
==========
RATIO OF EARNINGS TO FIXED CHARGES 8.22
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,100
<SECURITIES> 0
<RECEIVABLES> 713,500
<ALLOWANCES> 46,500
<INVENTORY> 48,200
<CURRENT-ASSETS> 987,500
<PP&E> 9,966,000
<DEPRECIATION> 6,631,700
<TOTAL-ASSETS> 5,679,600
<CURRENT-LIABILITIES> 900,600
<BONDS> 1,744,700
0
0
<COMMON> 978,300
<OTHER-SE> 1,012,200
<TOTAL-LIABILITY-AND-EQUITY> 5,679,600
<SALES> 770,000
<TOTAL-REVENUES> 770,000
<CGS> 221,400
<TOTAL-COSTS> 447,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,400
<INCOME-PRETAX> 288,700
<INCOME-TAX> 109,900
<INCOME-CONTINUING> 178,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 178,800
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
