<PAGE>
================================================================================
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: September 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 VERIZON COMMUNICATIONS INC., 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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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VERIZON NORTH INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-----------------------------------------------------------------
2000 1999 2000 1999
------------- ------------- -------------- --------------
(Dollars in Millions)
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 793.2 $ 804.2 $ 2,370.8 $ 2,366.7
------------- ------------- -------------- --------------
OPERATING EXPENSES
Operations and support 319.9 328.0 942.3 1,072.1
Depreciation and amortization 140.8 133.0 413.8 387.8
Gain on sales of assets (205.7) -- (205.7) --
------------- ------------- -------------- --------------
Total operating expenses 255.0 461.0 1,150.4 1,459.9
------------- ------------- -------------- --------------
OPERATING INCOME 538.2 343.2 1,220.4 906.8
OTHER (INCOME) EXPENSE
Interest income (0.7) (0.2) (0.7) (0.2)
Interest expense 33.0 39.6 99.9 119.0
------------- ------------- -------------- --------------
INCOME BEFORE INCOME TAXES 505.9 303.8 1,121.2 788.0
Income taxes 181.2 115.0 423.1 298.3
------------- ------------- -------------- --------------
NET INCOME $ 324.7 $ 188.8 $ 698.1 $ 489.7
============= ============= ============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
2000 1999
--------------- ---------------
(Dollars in Millions)
ASSETS
Current assets
<S> <C> <C>
Cash and cash equivalents $ 0.6 $ 1.1
Accounts receivable, less allowances of $41.1 and $43.3 526.6 564.3
Accounts receivable from affiliates 69.4 87.1
Notes receivable from affiliates 126.3 --
Net assets held for sale 64.7 211.8
Inventories and supplies 53.0 42.8
Deferred income tax benefits 46.9 39.0
Prepayments and other 32.2 61.4
--------------- ---------------
Total current assets 919.7 1,007.5
--------------- ---------------
Property, plant and equipment, at cost 9,994.4 9,719.2
Accumulated depreciation (6,680.4) (6,508.2)
--------------- ---------------
Total property, plant and equipment, net 3,314.0 3,211.0
--------------- ---------------
Prepaid pension costs 1,575.9 1,238.7
Other assets 12.3 13.3
--------------- ---------------
Total assets $ 5,821.9 $ 5,470.5
=============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets - Continued
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
2000 1999
--------------- ---------------
(Dollars in Millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
<S> <C> <C>
Current maturities of long-term debt $ 2.5 $ 2.3
Notes payable to affiliate -- 281.4
Accounts payable 125.7 10.4
Affiliate payables 218.9 175.0
Advance billings and customer deposits 85.7 80.1
Taxes payable 95.4 94.4
Accrued payroll costs 156.9 146.0
Dividends payable 63.7 6.0
Other 139.4 67.4
--------------- ---------------
Total current liabilities 888.2 863.0
--------------- ---------------
Long-term debt 1,744.4 1,774.3
Deferred income taxes 687.3 539.2
Employee benefit plans and other 453.2 421.3
--------------- ---------------
Total liabilities 3,773.1 3,597.8
--------------- ---------------
Preferred stock, subject to mandatory redemption -- 1.2
--------------- ---------------
Shareholders' equity
Preferred stock -- 15.2
Common stock (978,351 shares issued and outstanding) 978.3 978.3
Additional paid-in capital 1,149.3 63.5
Retained earnings (deficit) (78.8) 814.5
--------------- ---------------
Total shareholders' equity 2,048.8 1,871.5
--------------- ---------------
Total liabilities and shareholders' equity $ 5,821.9 $ 5,470.5
=============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------
2000 1999
--------------- -------------
(Dollars in Millions)
OPERATING
<S> <C> <C>
Net cash provided by operations $ 1,085.9 $ 995.2
--------------- -------------
INVESTING
Capital expenditures (547.8) (513.6)
Proceeds from sales of assets 365.3 --
Other - net 0.4 0.1
--------------- -------------
Net cash used in investing (182.1) (513.5)
--------------- -------------
FINANCING
Long-term debt retired (30.0) (200.8)
Preferred stock retired, including premium
paid on early redemption (17.3) --
Dividends paid (449.3) (341.7)
Net change in affiliate notes (407.7) 60.4
--------------- -------------
Net cash used in financing (904.3) (482.1)
--------------- -------------
Decrease in cash and cash equivalents (0.5) (0.4)
Cash and cash equivalents:
Beginning of period 1.1 0.9
--------------- -------------
End of period $ 0.6 $ 0.5
=============== =============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Consolidated Statement of Shareholders' Equity (Unaudited)
<TABLE>
<CAPTION>
Additional Retained
Preferred Common Paid-in Earnings
Stock Stock Capital (Deficit) Total
---------- ---------- ----------- ----------- -----------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Shareholders' equity, December 31, 1999 $ 15.2 $ 978.3 $ 63.5 $ 814.5 $ 1,871.5
Net income 698.1 698.1
Dividends declared (507.0) (507.0)
Redemption of preferred stock (15.2) (0.9) (16.1)
Tax benefit from exercise of stock options 2.0 2.0
Capital contribution in connection with merger 1,083.8 1,083.8
Dividend declared in connection with merger (1,083.8) (1,083.8)
Other 0.3 0.3
---------- ---------- ----------- ----------- -----------
Shareholders' equity, September 30, 2000 $ -- $ 978.3 $ 1,149.3 $ (78.8) $ 2,048.8
========== ========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
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 Verizon Communications Inc. (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 (the Merger). Under the
terms of the agreement, GTE became a wholly-owned subsidiary of Bell Atlantic.
In September 2000, Bell Atlantic changed its name to Verizon Communications Inc.
The merger qualified as a tax-free reorganization and has been accounted for as
a pooling of interests. Under this method of accounting Bell Atlantic and GTE
are treated as if they had always been combined for accounting and financial
reporting purposes.
MERGER-RELATED AND SEVERANCE COSTS
Results of operations for nine months ended September 30, 2000 included
merger-related pre-tax costs totaling approximately $79.5 million, consisting of
$30.6 million for direct incremental costs and $48.9 million for 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 Statement of Financial Accounting
Standards (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 Verizon
Communications pre-existing separation pay plans, as well as an accrual of
ongoing SFAS No. 112 obligations for GTE employees. 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 condensed consolidated balance sheets as components of "Other current
liabilities" and "Employee benefit plans and other".
CONFORMING ACCOUNTING ADJUSTMENTS
Results of operations also included adjustments that were required to conform
the Company's accounting methods and presentation to that of Verizon
Communications. As a result of these adjustments, operating income increased
$8.6 million and $12.9 million for the nine month periods ended September 30,
2000 and 1999, respectively.
OTHER RELATED ACTIONS
During the second quarter of 2000, the Company also recorded $0.8 million pre-
tax for other actions in relation to the Merger or other strategic decisions.
6
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
NOTE 3. COMPREHENSIVE INCOME
Net income and comprehensive income were the same for the nine months ended
September 30, 2000 and 1999.
NOTE 4. NET ASSETS HELD FOR SALE
During 1999, the Company entered into agreements to sell switched access lines
located in Illinois to Citizens Utilities Company, and switched access lines
located in Wisconsin to Telephone USA of Wisconsin, LLC. and CenturyTel, Inc. In
September 2000, the Company completed the sales of approximately 130,133 access
lines in the state of Wisconsin for cash proceeds of $365.0 million and recorded
a pre-tax gain of $205.7 million ($130.2 million after-tax). These agreements
consummate the Company's previously announced 1998 plan to sell selected access
lines located in Illinois and Wisconsin. As of September 30, 2000, there were
approximately 106,000 switched access lines in the state of Illinois still held
for sale. The remaining sale is contingent upon final agreements and regulatory
approval and is expected to close in 2000. The associated net assets, which
approximate $64.7 million and $211.8 million at September 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. Given the
decision to sell, no depreciation expense was recorded for these assets during
1999 or 2000 in accordance SFAS 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived to Be Disposed Of." Depreciation expense was
lowered by $6.5 million and $19.9 million for the three and nine months ended
September 30, 2000 and $5.7 million and $20.7 million for the three and nine
months ended September 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 on the early redemption.
NOTE 7. 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 Company's
previous method of revenue recognition, approximately 60% of the advertising
revenue for directories published by Verizon Directories Corp. in the Company's
operating areas was recognized as revenue. The remaining 40% was recognized as
revenue by Verizon Directories Corp. Under the new method of revenue
recognition, 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 revenues and operating income for the nine months
ended September 30, 2000 decreased $52.6 million and $45.8 million,
respectively, compared to the same period in 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.
7
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
NOTE 8. RECENT ACCOUNTING PRONOUNCEMENTS
FASB Accounting Standard - Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued 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 balance sheet. Changes in the fair values
of derivative instruments will be recognized in either earnings or other
comprehensive income, depending on the designated use and effectiveness of the
instruments.
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.
The Company is currently evaluating the provisions of SFAS No. 133 and SFAS No.
138, which it will adopt on January 1, 2001. The impact of adoption will be
affected 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.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which provides additional
guidance on revenue recognition and, in certain circumstances, requires the
deferral of incremental costs. The Company will adopt SAB No. 101 in the fourth
quarter of 2000, retroactive to January 1, 2000. The Company is currently
assessing the impact of adopting SAB No. 101.
NOTE 9. COMMITMENTS AND CONTINGENCIES
Various legal actions and regulatory proceedings are pending to which the
Company is a party. The Company has established reserves for specific
liabilities in connection with regulatory and legal matters that management
currently deems to be probable and estimable. The Company does not expect that
the ultimate resolution of pending regulatory and legal matters in future
periods will have a material effect on the Company's financial condition, but it
could have a material effect on the Company's results of operations.
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. As previously disclosed, the cost of satisfying these
commitments is likely to impact the net income of Verizon Communications in 2000
on a consolidated basis by approximately $275 to $325 million, based on
preliminary estimates. The estimated impact on each operating telephone
subsidiary, including the Company, is currently being assessed.
8
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
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 $208.4 million, or 43% for the nine months ended September
30, 2000, compared to the same period in 1999.
The Company's operating 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 to the Company on a contract basis.
The following table shows how special items are reflected in the Company's
condensed statements of income for each period:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------
(Dollars in Millions) 2000 1999
----------------------------------------------------------------------------------------------------
Operating Revenues
<S> <C> <C>
Regulatory contingency $ 1.6 $ --
Other charges and special items 3.6 --
------------------------------------
5.2 --
------------------------------------
Operating Expenses
Bell Atlantic-GTE merger costs 79.5 --
Bell Atlantic-GTE merger other related actions 0.8 --
Bell Atlantic-GTE merger conforming accounting adjustments (8.6) (12.9)
Gain on sales of assets (205.7) --
Other charges and special items 5.1 --
------------------------------------
(128.9) (12.9)
------------------------------------
Interest Expense
Regulatory contingency 0.4 --
------------------------------------
Total impact on pre-tax income $ (123.3) $ (12.9)
====================================
</TABLE>
What follows is a further explanation of the nature of these special items.
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 (the Merger). Under the
terms of the agreement, GTE became a wholly-owned subsidiary of Bell Atlantic.
In September 2000, Bell Atlantic changed its name to Verizon Communications Inc.
(Verizon Communications). The Merger qualified as a tax-free reorganization and
has been accounted for as a pooling of interests. Under this method of
accounting Bell Atlantic and GTE are treated as if they had always been combined
for accounting and financial reporting purposes.
Merger-Related and Severance Costs
Results of operations for the nine months ended September 30, 2000 included
merger-related pre-tax costs totaling approximately $79.5 million, consisting of
$30.6 million for direct incremental costs and $48.9 million for employee
severance costs. These costs include the Company's allocated share of
merger-related costs from Verizon Services. Costs allocated from Verizon
Services are included in Operations and support expenses.
9
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
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 Statement of Financial Accounting
Standards (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 Verizon
Communications to pre-existing separation pay plans, as well as an accrual of
ongoing SFAS No. 112 obligations for GTE employees. 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 condensed consolidated balance sheets as components of "Other current
liabilities" and "Employee benefit plans and other."
Conforming Accounting Adjustments
Results of operations also included adjustments that were required to conform
the Company's accounting methods and presentation to that of Verizon
Communications. As a result of these adjustments, operating income increased
$8.6 million and $12.9 million for the nine month periods ended September 30,
2000 and 1999, respectively.
Other Related Actions
During the second quarter of 2000, the Company also recorded $0.8 million pre-
tax for other actions in relation to the Merger or other strategic decisions.
Other Charges and Special Items
Regulatory Contingency
In the second quarter of 2000, the Company recognized a pre-tax charge for a
regulatory matter totaling $2.0 million. The Company recorded a reduction to
operating revenue in the amount of $1.6 million and a charge to interest expense
of $0.4 million. This matter relates to a specific issue currently under
investigation by the Federal Communications Commission (FCC). The Company
believes that it is probable that the ultimate resolution of this matter will
result in refunds to customers, including interest.
Gain on Sales of Assets
In September 2000, the sales of approximately 130,133 access lines in the state
of Wisconsin resulted in a pre-tax gain of $205.7 million ($130.2 million
after-tax). (See Note 4 for additional information.)
Other Items
In the second quarter of 2000, the Company also recorded other charges and
special items totaling approximately $8.7 million pre-tax.
10
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
OPERATING REVENUES
<TABLE>
<CAPTION>
(Dollars in Millions) Nine Months Ended
September 30,
-------------------------------- Increase Percent
2000 1999 (Decrease) Change
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Local services $ 1,146.5 $ 1,073.0 $ 73.5 7%
Network access services 917.7 932.8 (15.1) (2)%
Other services 306.6 360.9 (54.3) (15)%
--------------- --------------- ---------------
Total operating revenues $ 2,370.8 $ 2,366.7 $ 4.1 --
=============== =============== ===============
</TABLE>
Local Services
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. The increase in local services revenues was
primarily due to 3% growth in switched access lines in service which generated
additional revenues from basic local services, CentraNet(R) services, Integrated
Services Digital Network and Digital Channel Services. Increased demand for
enhanced custom calling services such as SmartCall(R) also contributed to the
revenue increase.
Network Access Services
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. The overall decrease in network access services
revenues was primarily driven by the impact of mandated interstate and
intrastate access price reductions and other regulatory decisions, including the
implementation of the Coalition for Affordable Local and Long Distance Service
(CALLS) plan, effective July 1, 2000 (see "INTERSTATE REGULATORY DEVELOPMENTS).
In addition, a special charge recorded in 2000 for a regulatory contingency
matter further reduced network access services revenues (see "RESULTS OF
OPERATIONS"). The decrease was partially offset by 4% increase in minutes of use
which generated additional revenues for the nine months ended September 30, 2000
when compared to the same period of 1999. Special access revenues also grew as a
result of greater demand for increased bandwidth services by high-capacity
users.
Other Services
Other services 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 revenues include revenues from toll services which are earned
primarily from calls made outside a customer's local calling area but within the
same local access transport areas (intraLATA). The decrease in other services
revenues for the nine-month period ended September 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 $52.6
million (for further information see "OTHER DEVELOPMENTS - Directory Publishing
Revenues"). Further contributing to the decrease were other charges and special
items recorded in 2000 (see "RESULTS OF OPERATIONS").
11
<PAGE>
VERIZON NORTH INC. AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
OPERATING EXPENSES
<TABLE>
<CAPTION>
(Dollars in Millions) Nine Months Ended
September 30,
---------------------------- Increase Percent
2000 1999 (Decrease) Change
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Operations and support $ 942.3 $ 1,072.1 $ (129.8) (12)%
Depreciation and amortization 413.8 387.8 26.0 7%
Gain on sales of assets (205.7) -- (205.7) --
------------- ------------- ------------
Total operating expenses $ 1,150.4 $ 1,459.9 $ (309.5) (21)%
============= ============= ============
</TABLE>
Operations and Support
Operations and support expenses consist of employee costs and other operating
expenses. Employee costs consist of salaries, wages and other employee
compensation, employee benefits and payroll taxes. Other operating expenses
consist of contract services including centralized services expenses allocated
from Verizon Services, rent, network software costs, operating taxes other than
income, the provision for uncollectible accounts receivable, and other costs.
Operations and support expenses decreased $103.8 million, or 7%, for the nine
months ended September 30, 2000, compared to the same period in 1999. The
decrease was primarily due to a pre-tax gain of $127.4 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 were the result of reduced billings from an
affiliate for customer information pages included in the Company's White Pages
directories, the adjustment of certain employee benefits and other liabilities,
and reductions in the costs of company-wide shared assets and facilities.
Partially offsetting these decreases were a second quarter 2000 special charge
of $79.5 million primarily for severance and direct incremental merger-related
costs, as well as the impact of other merger related actions (see "RESULTS OF
OPERATIONS"). Also offsetting the decreases was an increase in access charges
due to increased competitive local exchange carrier (CLEC) activities.
Depreciation and Amortization
The increase in depreciation and amortization expense for the nine months ended
September 30, 2000, compared to the same period in 1999, primarily reflects
continuing investment in the Company's network. Also contributing to the
increase in depreciation and amortization expense was the effect of adjustments
made to conform the accounting policies of Bell Atlantic and GTE as a result of
the Merger (see "RESULTS OF OPERATIONS").
Gain on Sales of Assets
In September 2000, the sales of approximately 130,133 access lines in the state
of Wisconsin resulted in a pre-tax gain of $205.7 million ($130.2 million
after-tax). (See Note 4 for additional information)
INTEREST EXPENSE
Interest expense decreased 16% or $19.1 million for the nine months ended
September 30, 2000, compared to the same period in 1999, primarily due to lower
average debt balances.
INTERSTATE REGULATORY DEVELOPMENTS
FCC Regulation and Interstate Rates
On May 31, 2000, the FCC approved the industry proposal to restructure access
charges (known as the "CALLS plan"). 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 its service territory. The price
restructuring portions of the plan are mandatory for all large local
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VERIZON NORTH INC. AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
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. By September 14, 2000 carriers were 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 by opting into the full five year CALLS plan, Verizon
Communications would not be subject to further annual interstate switched access
price reductions for the remaining life of the plan.
As of September 14, 2000, Verizon Communications formally opted to participate
in the full five-year term of the FCC-adopted industry plan to restructure
access rates known as the CALLS plan. As a result of this decision, price caps
on Verizon Communications' interstate access charges will be set according to
the terms of the CALLS plan.
OTHER DEVELOPMENTS
Net Assets Held for Sale
During 1999, the Company entered into agreements to sell switched access lines
located in Illinois to Citizens Utilities Company, and switched access lines
located in Wisconsin to Telephone USA of Wisconsin, LLC. and CenturyTel, Inc. In
September 2000, the sales of approximately 130,133 access lines in the state of
Wisconsin resulted in a pre-tax gain of $205.7 million ($130.2 million
after-tax). These agreements consummate the Company's previously announced 1998
plan to sell selected access lines located in Illinois and Wisconsin. As of
September 30, 2000, there were approximately 106,000 switched access lines in
the state of Illinois still held for sale. The remaining sale is contingent upon
final agreements and regulatory approval and is expected to close in 2000. The
associated net assets, which approximate $64.7 million and $211.8 million at
September 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. Given the decision to sell, no depreciation expense
was recorded for these assets during 1999 or 2000 in accordance SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived to Be
Disposed Of." Depreciation expense was lowered by $6.5 million and $19.9 million
for the three and nine months ended September 30, 2000 and $5.7 million and
$20.7 million for the three and nine months ended September 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 Company's
previous method of revenue recognition, approximately 60% of the advertising
revenue for directories published by Verizon Directories Corp. in the Company's
operating areas was recognized as revenue. The remaining 40% was recognized as
revenue by Verizon Directories Corp. Under the new method of revenue
recognition, 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 revenues and operating income for the nine months
ended September 30, 2000 decreased $52.6 million and $45.8 million,
respectively, compared to the same period in 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.
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VERIZON NORTH INC. AND SUBSIDIARY
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q)
RECENT ACCOUNTING PRONOUNCEMENTS
FASB Accounting Standard - Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued 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 balance sheet. Changes in the fair values
of derivative instruments will be recognized in either earnings or other
comprehensive income, depending on the designated use and effectiveness of the
instruments.
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.
The Company is currently evaluating the provisions of SFAS No. 133 and SFAS No.
138, which it will adopt on January 1, 2001. The impact of adoption will be
affected 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.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which provides additional
guidance on revenue recognition and, in certain circumstances, requires the
deferral of incremental costs. The Company will adopt SAB No. 101 in the fourth
quarter of 2000, retroactive to January 1, 2000. The Company is currently
assessing the impact of adopting SAB No. 101.
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VERIZON NORTH INC. AND SUBSIDIARY
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There were no proceedings reportable under this Item.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit:
27 Financial Data Schedule
(b) Current Report on Form 8-K filed during the quarter ended
September 30, 2000:
A Current Report on Form 8-K, dated September 7, 2000, was filed in
connection with a change in the Company's independent accountants.
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VERIZON NORTH INC. AND SUBSIDIARY
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: November 14 , 2000 /s/ Edwin F. Hall
----------------------- ----------------------------------
Edwin F. Hall
Controller
(Principal Accounting Officer)
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF NOVEMBER 8, 2000.
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VERIZON NORTH INC. AND SUBSIDIARY
EXHIBIT INDEX
Exhibit
Number Description
------------------- -----------------------------------------------
27 Financial Data Schedule
