<PAGE>
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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: June 30, 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
VERIZON NORTH INC.
(Former Name: GTE North Incorporated)
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)
Registrant's telephone number, including area code 972-507-5000
THE REGISTRANT, A WHOLLY-OWNED SUBSIDIARY OF GTE CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF BELL ATLANTIC CORPORATION (D/B/A VERIZON COMMUNICATIONS), 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 [ ]
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VERIZON NORTH INC.
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
(Dollars in Millions)
<S> <C> <C> <C> <C>
REVENUES AND SALES
Local services $ 385.6 $ 356.2 $ 756.2 $ 707.9
Network access services 316.1 304.6 617.3 612.5
Other services and sales 105.9 134.6 204.1 242.1
------------ ------------ ------------ ------------
Total revenues and sales 807.6 795.4 1,577.6 1,562.5
------------ ------------ ------------ ------------
OPERATING COSTS AND EXPENSES
Operations and support 315.1 360.6 622.4 744.1
Depreciation and amortization 136.8 124.4 273.0 254.8
------------ ------------ ------------ ------------
Total operating costs and expenses 451.9 485.0 895.4 998.9
------------ ------------ ------------ ------------
OPERATING INCOME 355.7 310.4 682.2 563.6
OTHER EXPENSE
Interest - net 33.4 38.7 66.9 79.3
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 322.3 271.7 615.3 484.3
Income taxes 130.3 102.9 241.9 183.4
------------ ------------ ------------ ------------
NET INCOME $ 192.0 $ 168.8 $ 373.4 $ 300.9
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
1
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VERIZON NORTH INC.
Condensed Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Dollars in Millions)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 0.6 $ 1.1
Receivables, less allowances of
$45.1 million and $43.3 million 516.6 564.3
Accounts receivable from affiliates 103.4 87.1
Net assets held for sale 192.2 211.8
Inventories and supplies 51.1 42.8
Deferred income tax benefits 49.0 39.0
Prepayments and other 63.3 61.4
------------ ------------
Total current assets 976.2 1,007.5
------------ ------------
Property, plant and equipment, at cost 9,886.3 9,719.2
Accumulated depreciation (6,596.9) (6,508.2)
------------ ------------
Total property, plant and equipment, net 3,289.4 3,211.0
------------ ------------
Prepaid pension costs 1,511.9 1,238.7
Other assets 22.1 13.3
------------ ------------
Total assets $ 5,799.6 $ 5,470.5
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
2
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VERIZON NORTH INC.
Condensed Consolidated Balance Sheets (Unaudited) - Continued
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Dollars in Millions)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 1.5 $ 2.3
Notes payable to affiliate -- 281.4
Accounts payable 153.2 10.4
Affiliate payables 153.8 143.3
Advanced billings and customer deposits 82.8 80.1
Taxes payable 238.8 126.1
Accrued payroll costs 132.3 146.0
Dividends payable 122.9 6.0
Other 98.0 67.4
------------ ------------
Total current liabilities 983.3 863.0
------------ ------------
Long-term debt 1,745.2 1,774.3
Deferred income taxes 645.0 572.1
Employee benefit plans and other 438.0 421.3
------------ ------------
Total liabilities 3,811.5 3,630.7
------------ ------------
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 1,009.8 63.5
Retained earnings -- 781.6
------------ ------------
Total shareholders' equity 1,988.1 1,838.6
------------ ------------
Total liabilities and shareholders' equity $ 5,799.6 $ 5,470.5
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
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VERIZON NORTH INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
2000 1999
------------ ------------
(Dollars in Millions)
<S> <C> <C>
OPERATIONS
Net cash from operations $ 796.0 $ 705.2
------------ ------------
INVESTING
Capital expenditures (348.9) (331.2)
Other - net 0.5 --
------------ ------------
Net cash used in investing (348.4) (331.2)
------------ ------------
FINANCING
Long-term debt and preferred stock retired,
including premiums paid on early retirement (47.3) (200.1)
Dividends (93.4) (254.5)
Net change in affiliate notes (307.4) 80.1
------------ ------------
Net cash used in financing (448.1) (374.5)
------------ ------------
Decrease in cash and cash equivalents (0.5) (0.5)
Cash and cash equivalents:
Beginning of period 1.1 0.9
------------ ------------
End of period $ 0.6 $ 0.4
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
4
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VERIZON NORTH INC.
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 $ 781.6 $ 1,838.6
Net income 373.4 373.4
Dividends declared (210.2) (210.2)
Redemption of preferred stock (15.2) (0.5) (15.7)
Tax benefit from exercise of stock options 2.0 2.0
Capital contributions from Parent 944.3 944.3
Dividend paid to Parent (944.3) (944.3)
------------ ------------ ------------ ------------- -------------
Shareholders' equity, June 30, 2000 $ -- $ 978.3 $ 1,009.8 $ -- $ 1,988.1
============ ============ ============ ============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
5
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VERIZON NORTH INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1. BASIS OF PRESENTATION
Verizon North Inc. (the Company), formerly GTE North Incorporated, is a
wholly-owned subsidiary of GTE Corporation (GTE), which is a wholly-owned
subsidiary of Bell Atlantic Corporation (d/b/a Verizon Communications). 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 financial statements include
certain reclassifications in presentation as a result of the merger of Bell
Atlantic Corporation (Bell Atlantic) and GTE (see Note 2). These 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 and other items (see Note 2). 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
included in the Company's 1999 Annual Report on Form 10-K.
NOTE 2. BELL ATLANTIC - GTE MERGER
On June 30, 2000, Bell Atlantic and GTE completed a merger of equals under a
definitive merger agreement dated as of July 27, 1998. Under the terms of the
agreement, GTE became a wholly-owned subsidiary of Bell Atlantic. With the
closing of the merger, the combined company began doing business as Verizon
Communications. The merger has been accounted for as a pooling of interests.
Merger-Related and Severance Costs
Results of operations for June 30, 2000 include merger-related pre-tax costs
totaling approximately $79.5 million consisting of direct incremental costs and
employee severance costs. These costs include the Company's allocated share of
merger-related costs from Verizon Services Group (Verizon Services), an
affiliate that provides centralized services on a contract basis. Costs
allocated from Verizon Services are included in Operations and Support Expenses.
Direct incremental costs consist of the Company's proportionate share of
expenses associated with completing the merger transaction such as professional
and regulatory fees, compensation arrangements and shareowner-related costs.
Employee severance costs, as recorded under SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," represent the Company's proportionate share of
benefit costs for the separation of management employees who are entitled to
benefits under preexisting Verizon Communications separation pay plans. The
separations are expected to occur as a result of consolidations and process
enhancements. Accrued postemployment benefit liabilities for those employees are
included in the Company's balance sheets as a component of "Employee benefit
plans and other."
Conforming Accounting Adjustments
Results of operations also include adjustments that were required to conform the
Company's accounting policies and presentation to that of Verizon
Communications. As a result of these adjustments, operating income was increased
by $8.6 million for each of the six month periods ended June 30, 2000 and 1999.
NOTE 3. DIVIDEND
On July 30, 2000, the Company declared and paid a dividend in the amount of
$122.9 million to Verizon Communications.
Prior to the closing of the GTE merger with Bell Atlantic, dividends that
equaled the retained earnings balance reflected on the Company's financial
statements were declared and paid to GTE. Upon the payment of these dividends, a
capital contribution in the same amount was made by GTE to the Company.
6
<PAGE>
VERIZON NORTH INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
NOTE 4. 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 contingent upon final agreements and regulatory
approval and are expected to close in 2000. The associated net assets, which
approximate $192.2 million and $211.8 million at June 30, 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 $6.5
million and $13.4 million for the three and six months ended June 30, 2000 and
$7.5 million and $15.0 million for the three and six months ended June 30, 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% to consolidated operating
income.
NOTE 5. DEBT
In March 2000, the Company retired $30.0 million of promissory notes with GTE
Finance Corporation prior to stated maturity.
NOTE 6. 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 7. RECENT ACCOUNTING PRONOUNCEMENTS
FASB Accounting Standards - Derivatives and Hedging Activities
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." This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on the Company's balance sheet. Changes in the fair values of
derivative instruments will be recognized in either earnings or comprehensive
income, depending on the designated use and effectiveness of the instruments.
The FASB amended this pronouncement in June 1999 to defer the effective date of
SFAS No. 133 for one year. The Company must adopt SFAS No. 133 no later than
January 1, 2001.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," which amended SFAS No. 133. The
amendments in SFAS No. 138 address certain implementation issues and relate to
such matters as the normal purchases and normal sales exception, the definition
of interest rate risk, hedging recognized foreign-currency-denominated assets
and liabilities, and intercompany derivatives. SFAS No. 138 also amends SFAS No.
133 for decisions made by the FASB relating to the Derivatives Implementation
Group process.
7
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VERIZON NORTH INC.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
The Company is currently evaluating the provisions of SFAS No. 133 and No. 138.
The impact of adoption will be determined by several factors, including the
specific hedging instruments in place and their relationships to hedged items,
as well as market conditions at the date of adoption.
FASB Interpretation - Stock Compensation
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation." Interpretation No. 44 was issued in
order to clarify certain issues arising from Accounting Principles Board (APB)
Opinion No. 25 "Accounting for Stock Issued to Employees," which was previously
issued in October 1972. Interpretation No. 44 is effective July 1, 2000, but
certain conclusions cover specific events that occur either after December 15,
1998 or January 12, 2000.
The main issues addressed by Interpretation No. 44 are: (a) the definition of an
employee for purposes of applying APB Opinion No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
Interpretation No. 44 will not have a material impact on the Company's results
of operations or financial position.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which must be adopted by the
fourth quarter of 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 direct selling costs. The
Company is currently assessing the impact of SAB No. 101 on its results of
operations and financial position.
NOTE 8. DIRECTORY PUBLISHING REVENUES
Consistent with industry practice, effective January 1, 2000, the Company
changed its method of recognizing directory publishing revenues. Verizon
Directories Corp., 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 Verizon
Directories Corp. Under the new method, Verizon Directories Corp. now recognizes
100% of the directory publishing revenues. The Company, in-turn, bills Verizon
Directories Corp. 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 six months ended June 30, 2000 decreased $31.4 million
and $27.1 million, respectively, compared to the first half of 1999. The change
in methodology does not apply to directory publishing activity for Illinois,
which will remain on the current method consistent with the regulatory
requirements in this state.
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company is subject to a number of proceedings arising out of the conduct of
its business, including those relating to regulatory actions, commercial
transactions and environmental, safety and health matters. Management believes
that the ultimate resolution of these matters will not have a materially adverse
effect on the results of operations or the financial position of the Company.
Federal and state regulatory conditions to the merger include certain
commitments to, among other things promote competition and the widespread
deployment of advanced services, while helping ensure that consumers continue
to receive high-quality, low cost telephone services. In some cases, there are
significant penalties associated with not meeting those commitments. The cost
of satisfying these commitments could have a significant impact on net income
in future periods. Over the remainder of 2000, based on preliminary estimates,
the cost of satisfying these commitments is likely to impact the net income of
Verizon Communications on a consolidated basis by approximately $275 to $325
million. The estimated impact on each operating telephone subsidiary is still
being assessed.
8
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VERIZON NORTH INC.
Item 2. Management's Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
RESULTS OF OPERATIONS
Net income increased $72.5 million, or 24%, for the six months ended June 30,
2000, compared to the same period in 1999, primarily due to higher local
services revenues and lower operations and support expenses, partially offset a
corresponding increase in income taxes.
The Company's results for 2000 and 1999 were affected by special items. The
special items in both periods include the Company's allocated share of charges
from Verizon Services Group (Verizon Services) an affiliate that provides
centralized services on a contract basis.
The following table shows how special items are reflected in the Company's
condensed statements of income for each period:
(Dollars in Millions)
Six Months Ended June 30, 2000 1999
-------------------------------------------------------------------------------
Revenues and Sales
Regulatory Contingency $ 5.2 $ --
----------------- -----------------
Operations and Support Expenses
Bell Atlantic-GTE merger costs 79.5 --
Conforming accounting adjustments (8.6) (8.6)
Other charges and special items 4.5 --
----------------- -----------------
75.4 (8.6)
----------------- -----------------
Interest Expense 0.4 --
----------------- -----------------
Total $ 81.0 $ (8.6)
================= =================
What follows is a further explanation of the nature of these special items.
On June 30, 2000, Bell Atlantic and GTE completed a merger of equals under a
definitive merger agreement dated as of July 27, 1998. Under the terms of the
agreement, GTE became a wholly owned subsidiary of Bell Atlantic. With the
closing of the merger, the combined company began doing business as Verizon
Communications. The merger has been accounted for as a pooling of interests.
Merger-Related and Severance Costs
Results of operations for June 30, 2000 include merger-related pre-tax costs
totaling approximately $79.5 million consisting of direct incremental costs and
employee severance costs.
Direct incremental costs consist of the Company's proportionate share of
expenses associated with completing the merger transaction such as professional
and regulatory fees, compensation arrangements and shareowner-related costs.
Employee severance costs, as recorded under SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," represent the Company's proportionate share of
benefit costs for the separation of management employees who are entitled to
benefits under preexisting Verizon Communications separation pay plans. The
separations are expected to occur as a result of consolidations and process
enhancements. Accrued postemployment benefit liabilities for those employees are
included in the Company's balance sheets as a component of "Employee benefit
plans and other."
9
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VERIZON NORTH INC.
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
Conforming Accounting Adjustments
Results of operations also include adjustments that were required to conform the
Company's accounting policies and presentation to that of Verizon
Communications. As a result of these adjustments, operating income was increased
by $8.6 million for each of the six month periods ended June 30, 2000 and 1999.
Regulatory Contingency
In the second quarter of 2000, the Company recognized a charge for a regulatory
matter totaling $5.6 million. The Company recorded a reduction to operating
revenue in the amount of $5.2 million and a charge to interest expense of $0.4
million. This matter relates to a specific issue currently under investigation
by federal regulatory commissions. The Company believes that it is probable that
the ultimate resolution of this matter will result in refunds to customers,
including interest.
Other Charges and Special Items
In the second quarter of 2000, the Company recorded other charges and special
items totaling approximately $4.5 million pre-tax in connection with
consolidating operations and combining organizations and for other nonrecurring
items arising in the quarter. These charges included the write-off of duplicate
assets and other miscellaneous items.
<TABLE>
<CAPTION>
REVENUES AND SALES
(Dollars in Millions) Six Months Ended
June 30,
------------------------- Increase Percent
2000 1999 (Decrease) Change
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Local services $ 756.2 $ 707.9 $ 48.3 7%
Network access services 617.3 612.5 4.8 1%
Other services and sales 204.1 242.1 (38.0) (16)%
---------- ---------- ----------
Total revenues and sales $ 1,577.6 $ 1,562.5 $ 15.1 1%
========== ========== ==========
</TABLE>
Local Services Revenues
Local services revenues are earned from the provision of local exchange, local
private line, wire maintenance, voice messaging and value-added services.
Value-added services are a family of services that expand the utilization of the
network, including products such as Caller ID, Call Waiting and Return Call.
Cellular service providers also pay access charges for cellular calls
transported by the Company. Access lines increased 4%, which generated
additional revenues of $28.8 million from basic local services, CentraNet(R)
services, Integrated Services Digital Network and Digital Channel Services for
the six months ended June 30, 2000. The Company also continued to see growth in
demand for enhanced custom calling features, such as SmartCall(R), resulting in
$15.9 million of additional revenues. In addition, maintenance and service
revenues generated $6.0 million in revenue growth. Partially offsetting these
increases was the impact of price reductions effective May 1999 in Ohio that
reduced revenues for the first half of 2000 by $5.0 million.
Network Access Services Revenues
Network access services revenues are earned from end-user subscribers and long
distance and other competing carriers who use the Company's local exchange
facilities to provide usage services to their customers. Switched access
revenues are derived from fixed and usage-based charges paid by carriers for
access to the local network. Special access revenues originate from carriers and
end-users that buy dedicated local exchange capacity to support their private
networks. End-user access revenues are earned from customers and from resellers
who purchase dial-tone services. Minutes of use increased 5% generating
additional revenues of $14.3 million for the six months ending June 30, 2000
when compared to the same period of 1999. Special access revenues grew by $28.8
million as a result of greater demand for increased bandwidth services by
high-capacity users. Partially offsetting these increases was a decrease of
$39.1 million, reflecting the impact of mandated interstate and intrastate
access price changes. In addition, revenues were reduced by a second quarter
2000 special charge for a contingency associated with a regulatory matter. (See
"Results of Operations").
10
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VERIZON NORTH INC.
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
Other Services and Sales Revenues
Other services and sales revenues include such services as inventory management
and purchasing services, customer premises equipment sales, public telephone and
billing and collection provided to affiliates and third parties. In addition,
other services and sales revenues include revenues from toll services which are
earned primarily from calls made outside a customer's local calling area but
within the same LATA (intraLATA). The decrease in other services and sales
revenues for the six-month period ended June 30, 2000, compared to the same
period in 1999 was primarily the result of the impact of a change in the
recognition of directory publishing revenues resulting in a decrease of $31.4
million (for further information see "OTHER DEVELOPMENTS - Directory Publishing
Revenues").
<TABLE>
<CAPTION>
OPERATING COSTS AND EXPENSES
(Dollars in Millions) Six Months Ended
June 30,
------------------------- Increase Percent
2000 1999 (Decrease) Change
----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Operations and support $ 622.4 $ 744.1 $ (121.7) (16)%
Depreciation and amortization 273.0 254.8 18.2 7%
----------- ------------ ------------
Total operating costs and expenses $ 895.4 $ 998.9 $ (103.5) (10)%
=========== ============ ============
</TABLE>
Operations and support expenses, representing employee costs and other operating
expenses, decreased $121.7 million, or 16%, for the six months ended June 2000,
compared to the same period in 1999. The decrease is primarily driven by the
recognition of a pretax gain of $178.6 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 charge of $27.0 million in the first quarter of 1999, associated
with an employee-reduction program, also contributed to the decrease. Further
cost decreases of $9.6 million were the result of reduced billings from an
affiliate for customer information pages included in the Company's White Pages
directories. Partially offsetting the decreases is an increase in access charges
of $19.4 million due to increased competitive local exchange carrier (CLEC)
activities. Further offsetting the decrease was a second quarter 2000 special
charge of $84.0 million primarily for severance and direct incremental merger-
related costs (see "RESULTS OF OPERATIONS").
The increase in depreciation and amortization expense in the first six months of
2000 compared to the same period in 1999 reflects continuing investment in the
network to support access line growth resulting from higher demand by Internet
Service Providers and additional customer lines. Partially offsetting the
increase in depreciation and amortization expense were reductions resulting from
adjustments made to conform the accounting policies of Bell Atlantic and GTE as
a result of the merger (See "Results of Operations").
OTHER INCOME STATEMENT ITEMS
Interest-net decreased 16% or $12.4 million for the six months ended June 30,
2000, compared to the same period in 1999, primarily due to lower average debt
levels.
Income tax expense increased 32% or $58.5 million for the six months ended June
30, 2000 primarily due to an increase in pretax income.
11
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VERIZON NORTH INC.
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
INTERSTATE REGULATORY DEVELOPMENTS
FCC Regulation and Interstate Rates
On May 31, 2000, the Federal Communications Commission (FCC) approved the
industry proposal to restructure access charges (known as the "CALLS plan").
Both Bell Atlantic Corporation and GTE Corporation had been part of the industry
group that had originally made the proposal for this five year plan to the FCC.
Under the terms of the plan, direct end-user access charges are increased while
access charges to long distance carriers are reduced. While the plan continues
the 6.5% (less inflation) annual reductions for most interstate access charges,
it provides for a price freeze when switched access transport prices reach
$0.0055 per-minute. In addition, in conjunction with provisions that will allow
carriers to deaverage their subscriber line charges by geographic zones, the
plan establishes a new $650 million universal service fund to support interstate
access rates. Of that amount, Verizon Communications expects approximately $320
million to be used to support interstate access services in Verizon's service
territory. The price restructuring portions of the plan are mandatory for all
large local exchange carriers, including Verizon Communications' telephone
operating companies. The price level portions of the plan are mandatory only in
the initial year of the plan. Carriers have until September 14, 2000 to decide
whether to participate in the remaining four years of the plan, or whether to
submit cost studies as the basis of future price caps.
Consistent with the new access plan, Verizon Communications filed tariff
adjustments to take effect on July 1, 2000 (with modifications effective August
11, 2000). As a result of these tariff adjustments, former GTE carriers in ten
states, and former Bell Atlantic carriers in seven states reached the $0.0055
benchmark and, should Verizon Communications opt into the full five year CALLS
plan, they will not be subject to further annual interstate switched access
price reductions for the remaining life of the plan.
12
<PAGE>
VERIZON NORTH INC.
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
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 access
rate element prices based on cost studies that were filed in the second quarter
of 2000.
Indiana
An order was issued by the Indiana Utility Regulatory Commission in January
2000, requiring certain changes to the Company's cost studies and the submission
of an unbundled network element deaveraging proposal. The Company filed the
revised cost studies in February 2000 and a final order is expected in the third
quarter of 2000.
Pennsylvania
In June 1999, the Pennsylvania Public Utility Commission's (PPUC's)
Administrative Law Judge 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. The PPUC
extended this date to no later than October 31, 2000.
In September 1999, the PPUC issued its final order in the Global Settlement
proceeding. The Company filed an appeal of the Global Settlement order in
Commonwealth Court (Court) in October 1999. Oral arguments were heard at a
hearing in May 2000 and a decision from the Court is pending.
13
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VERIZON NORTH INC.
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
Michigan
In January 1999, the Company filed the Integrated Cost Model for the Michigan
Public Service Commission's (MPSC's) current biennial cost filing which was
adopted by the MPSC with certain modifications. As a result, the Company filed
compliance cost studies in June and July 2000. The new UNE, collocation and
resale tariffs will be filed in August 2000.
In February 2000, AT&T Communications of Michigan, Inc. (AT&T) 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 and
Motion to Dismiss the complaint. The motion was denied and the Company
subsequently filed an Application for Leave to Appeal and Brief on March 31,
2000. The ruling on the appeal is pending. The Administrative Law Judge issued a
Proposal for Decision in July 2000 recommending that the complaint be dismissed.
A final order from the MPSC will be issued on September 14, 2000.
In July 2000, Governor Engler signed into law a new telecommunications act that
unilaterally reduced the Company's intrastate Subscriber Line Charge, changed
local calling scopes thus reducing revenues and increasing expenses and capping
local rates at May 1, 2000 levels. The MPSC has instituted three proceedings
seeking comments on implementation of the new act. The Company has sought
temporary relief regarding this bill and has filed a Complaint for Declaratory
and Injunctive Relief and a Motion for Preliminary Injunction with the United
States District Court for the Eastern District of Michigan, Southern Division.
OTHER DEVELOPMENTS
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 contingent upon final agreements and regulatory
approval and are expected to close in 2000. The associated net assets, which
approximate $192.2 million and $211.8 million at June 30, 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 $6.5
million and $13.4 million for the three and six months ended June 30, 2000 and
$7.5 million and $15.0 million for the three and six months ended June 30, 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% to consolidated operating
income.
Directory Publishing Revenues
Consistent with industry practice, effective January 1, 2000, the Company
changed its method of recognizing directory publishing revenues. Verizon
Directories Corp., 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 Verizon
Directories Corp. Under the new method, Verizon Directories Corp. now recognizes
100% of the directory publishing revenues. The Company, in-
14
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VERIZON NORTH INC.
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
turn, bills Verizon Directories Corp. 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 six months ended June 30, 2000
decreased $31.4 million and $27.1 million, respectively, compared to the first
half of 1999. The change in methodology does not apply to directory publishing
activity for Illinois, which will remain on the current method consistent with
the regulatory requirements in this state.
RECENT ACCOUNTING PRONOUNCEMENTS
FASB Accounting Standards - Derivatives and Hedging Activities
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." This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on the Company's balance sheet. Changes in the fair values of
derivative instruments will be recognized in either earnings or comprehensive
income, depending on the designated use and effectiveness of the instruments.
The FASB amended this pronouncement in June 1999 to defer the effective date of
SFAS No. 133 for one year. The Company must adopt SFAS No. 133 no later than
January 1, 2001.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," which amended SFAS No. 133. The
amendments in SFAS No. 138 address certain implementation issues and relate to
such matters as the normal purchases and normal sales exception, the definition
of interest rate risk, hedging recognized foreign-currency-denominated assets
and liabilities, and intercompany derivatives. SFAS No. 138 also amends SFAS No.
133 for decisions made by the FASB relating to the Derivatives Implementation
Group process.
The Company is currently evaluating the provisions of SFAS No. 133 and No. 138.
The impact of adoption will be determined by several factors, including the
specific hedging instruments in place and their relationships to hedged items,
as well as market conditions at the date of adoption.
FASB Interpretation - Stock Compensation
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation." Interpretation No. 44 was issued in
order to clarify certain issues arising from Accounting Principles Board (APB)
Opinion No. 25 "Accounting for Stock Issued to Employees," which was previously
issued in October 1972. Interpretation No. 44 is effective July 1, 2000, but
certain conclusions cover specific events that occur either after December 15,
1998 or January 12, 2000.
The main issues addressed by Interpretation No. 44 are: (a) the definition of an
employee for purposes of applying APB Opinion No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
Interpretation No. 44 will not have a material impact on the Company's results
of operations or financial position.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which must be adopted by the
fourth quarter of 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 direct selling costs. The
Company is currently assessing the impact of SAB No. 101 on its results of
operations and financial position.
15
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PART II. OTHER INFORMATION
VERIZON NORTH INC.
Item 1. Legal Proceedings
There were no proceedings reportable under this Item.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
3.1 Articles of Incorporation and amendments (Exhibit 3.1 to the
1986 and 1987 Form 10-K's, respectively, incorporated
herein by reference)
3.3 Amended Articles of Incorporation of Verizon North Inc.,
filed with the Secretary of the State of Wisconsin on
June 30, 2000
27 Financial Data Schedule
(b) The Company filed a report on Form 8-K dated June 30, 2000 under
Item 1, "Changes in Control of Registrant."
16
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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.
VERIZON NORTH INC.
-----------------------
(Registrant)
Date: August 14, 2000 /s/ Edwin F. Hall
--------------------- -----------------------
Edwin F. Hall
Controller
(Principal Accounting Officer)
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF AUGUST 10, 2000.
17
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.3 Amended Articles of Incorporation of Verizon North Inc.,
filed with the Secretary of the State of Wisconsin on
June 30, 2000
27 Financial Data Schedule
18
