<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 2-36292
GTE SOUTH INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 56-0656680
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1255 Corporate Drive, SVC04C08, Irving, Texas 75038
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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 21,000,000 shares of $25 par value common stock outstanding at
April 30, 2000. The Company's common stock is 100% owned by GTE Corporation.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GTE SOUTH INCORPORATED
Condensed Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
2000 1999
-------- --------
(Dollars in Millions)
<S> <C> <C>
REVENUES AND SALES
Local services $ 174.4 $ 163.8
Network access services 172.5 159.5
Other services and sales 64.5 74.1
-------- --------
Total revenues and sales 411.4 397.4
-------- --------
OPERATING COSTS AND EXPENSES
Cost of services and sales 135.3 128.2
Selling, general and administrative 52.1 61.4
Depreciation and amortization 80.5 77.7
-------- --------
Total operating costs and expenses 267.9 267.3
-------- --------
OPERATING INCOME 143.5 130.1
OTHER EXPENSE
Interest - net 19.3 18.1
-------- --------
INCOME BEFORE INCOME TAXES 124.2 112.0
Income taxes 48.7 43.8
-------- --------
NET INCOME $ 75.5 $ 68.2
======== ========
</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 SOUTH INCORPORATED
Condensed Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
(Dollars in Millions)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 1.3 $ 13.4
Receivables, less allowances of $21.1 million
and $18.6 million 245.7 297.5
Accounts receivable from affiliates 4.1 19.6
Inventories and supplies 26.7 22.1
Prepayments and other 15.8 64.4
---------- ----------
Total current assets 293.6 417.0
---------- ----------
Property, plant and equipment, at cost 4,725.0 4,667.3
Accumulated depreciation (2,963.3) (2,919.5)
---------- ----------
Total property, plant and equipment, net 1,761.7 1,747.8
---------- ----------
Prepaid pension costs 273.2 245.0
Other assets 4.6 1.1
---------- ----------
Total assets $ 2,333.1 $ 2,410.9
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 4
GTE SOUTH INCORPORATED
Condensed 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 $ 18.4 $ 4.3
Notes payable to affiliates 73.8 138.2
Accounts payable 59.9 90.8
Affiliate payables and accruals 31.8 29.1
Dividends payable 59.0 89.0
Accrued interest 8.9 13.5
Other 157.4 139.2
---------- ----------
Total current liabilities 409.2 504.1
---------- ----------
Long-term debt 779.1 793.1
Employee benefit plans 159.5 159.4
Deferred income taxes and other 308.6 293.8
---------- ----------
Total liabilities 1,656.4 1,750.4
---------- ----------
Shareholders' equity
Preferred stock -- 0.4
Common stock (21,000,000 shares issued) 525.0 525.0
Additional paid-in capital 63.1 63.0
Retained earnings 88.6 72.1
---------- ----------
Total shareholders' equity 676.7 660.5
---------- ----------
Total liabilities and shareholders' equity $ 2,333.1 $ 2,410.9
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 5
GTE SOUTH INCORPORATED
Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
-------- --------
(Dollars in Millions)
<S> <C> <C>
OPERATIONS
Net income $ 75.5 $ 68.2
Adjustments to reconcile net income to net cash from operations:
Depreciation and amortization 80.5 77.7
Employee retirement benefits (29.4) (7.8)
Provision for uncollectible accounts 6.6 6.4
Changes in current assets and current liabilities 90.8 12.5
Deferred income taxes and other - net 10.7 13.0
-------- --------
Net cash from operations 234.7 170.0
-------- --------
INVESTING
Capital expenditures (92.9) (79.9)
Other - net (0.1) 1.2
-------- --------
Net cash used in investing (93.0) (78.7)
-------- --------
FINANCING
Preferred stock retired, including premiums paid on early retirement (0.4) --
Dividends paid (89.0) (61.2)
Net change in affiliate notes (64.4) (36.3)
-------- --------
Net cash used in financing (153.8) (97.5)
-------- --------
Decrease in cash and cash equivalents (12.1) (6.2)
Cash and cash equivalents:
Beginning of period 13.4 12.8
-------- --------
End of period $ 1.3 $ 6.6
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 6
GTE SOUTH INCORPORATED
Notes to Condensed Financial Statements (Unaudited)
NOTE 1. BASIS OF PRESENTATION
GTE South Incorporated (the Company) is incorporated under the laws of the State
of Virginia and is a subsidiary of GTE Corporation (GTE).
The accompanying unaudited condensed financial statements have been prepared
based upon Securities and Exchange Commission (SEC) rules that permit reduced
disclosure for interim periods. These condensed 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 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. PREFERRED STOCK
In March 2000, the Company redeemed all 4,119 outstanding shares of preferred
stock and paid premiums of less than $0.1 million pretax on the early
redemption.
NOTE 3. PLANNED ASSET SALES
During December 1999, the Company entered into an agreement to sell
approximately 7,000 switched access lines located in Illinois to Citizens
Utilities Company. This agreement consummates the Company's previously announced
1998 plan to sell selected access lines located in Illinois. This sale is
subject to regulatory approval and is expected to close during 2000. The
associated net assets, which approximate $3.4 million and $4.0 million at March
31, 2000 and December 31, 1999, respectively, consist of property, plant and
equipment, and have been classified as "Prepayments and other" in the 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 $0.2 million for both the three months ended March 31, 2000 and 1999.
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 agreement
represents less than 1% of the switched access lines that the Company had in
service at the end of 1999, and contributed less than 1% to 1999 revenues and
less than 1% of operating income.
NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board 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 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.
5
<PAGE> 7
GTE SOUTH INCORPORATED
Notes to Condensed Financial Statements (Unaudited) - Continued
NOTE 5. 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 $15.8 million and $14.5 million, respectively,
compared to the first quarter of 1999. The change in methodology does not apply
to directory publishing activity for Virginia, which will remain on the current
method consistent with the regulatory requirements in that state.
NOTE 6. 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.
6
<PAGE> 8
GTE SOUTH INCORPORATED
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 by $7.3 million or 11% for the three months ended March 31,
2000, compared to the same period in 1999, primarily due to an increase in
network access services revenues and a decrease in selling, general and
administrative expenses, partially offset by lower revenues from other services
and sales and a corresponding increase in income taxes.
<TABLE>
<CAPTION>
REVENUES AND SALES
(Dollars in Millions) Three Months Ended
March 31,
--------------------- Increase Percent
2000 1999 (Decrease) Change
-------- -------- -------- ------
<S> <C> <C> <C> <C>
Local services $ 174.4 $ 163.8 $ 10.6 6%
Network access services 172.5 159.5 13.0 8%
Other services and sales 64.5 74.1 (9.6) (13)%
-------- -------- --------
Total revenues and sales $ 411.4 $ 397.4 $ 14.0 4%
======== ======== ========
</TABLE>
Local Services Revenues
Access line growth was 5% for the first quarter of 2000, generating additional
revenues of $7.8 million from basic local services, CentraNet(R) services,
Integrated Services Digital Network and Digital Channel Services. Greater demand
for enhanced custom calling features, such as SmartCall(R) services, contributed
an additional $4.4 million in local services revenue growth for the first
quarter of 2000.
Network Access Services Revenues
Minutes of use increased 10%, generating additional revenues of $7.0 million for
the first quarter of 2000 compared to the first quarter of 1999. Special access
revenues grew by $11.0 million as a result of greater demand for increased
bandwidth services by high-capacity users. End-user surcharges increased $2.8
million as a result of access line growth and implementation of the local number
portability (LNP) surcharge. Partially offsetting these increases was a decrease
of $7.6 million reflecting the impact of mandated interstate and intrastate
access price reductions.
Other Services and Sales Revenues
The decrease in other services and sales revenues was primarily due to the
impact of a change in the recognition of directory publishing revenues, which
resulted in a decrease of $15.8 million for the first quarter of 2000 (for
further information see "OTHER DEVELOPMENTS - Directory Publishing Revenues").
This decrease was partially offset by increases in nonregulated service revenues
and equipment sales of $2.8 million.
7
<PAGE> 9
GTE SOUTH INCORPORATED
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q.)
<TABLE>
<CAPTION>
OPERATING COSTS AND EXPENSES
(Dollars in Millions) Three Months Ended
March 31,
--------------------- Increase Percent
2000 1999 (Decrease) Change
-------- -------- ---------- ------
<S> <C> <C> <C> <C>
Cost of services and sales $ 135.3 $ 128.2 $ 7.1 6%
Selling, general and administrative 52.1 61.4 (9.3) (15)%
Depreciation and amortization 80.5 77.7 2.8 4%
-------- -------- --------
Total operating costs and expenses $ 267.9 $ 267.3 $ 0.6 --
======== ======== ========
</TABLE>
Total operating costs and expenses increased $0.6 million in the first quarter
of 2000 compared to the same period in 1999. This increase was partially due to
an increase in access charges of $13.1 million, primarily due to increased
competitive local exchange carrier (CLEC) activity. Further contributing to the
increase were higher costs of $15.0 million associated with customer and access
line growth, higher telecommunications equipment sales volumes and increased
costs for new initiatives, such as digital subscriber line (DSL) service.
Offsetting these cost increases was the recognition of a pretax gain of $19.8
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. The increases were further offset by a
one-time special charge of $11.2 million in the first quarter of 1999 associated
with employee separation programs. The increase in depreciation and amortization
expense was primarily due to higher depreciation charges associated with the
investment in additional network facilities as a result of greater demand for
switched access lines due to higher demand from both Internet Service Providers
(ISPs) and customers.
OTHER INCOME STATEMENT ITEMS
Interest - net increased $1.2 million or 7% in the first quarter of 2000
compared to the same period in 1999, primarily as a result of higher average
short-term debt balances.
Income taxes increased $4.9 million or 11% in the first quarter of 2000 compared
to the same period in 1999, 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
8
<PAGE> 10
GTE SOUTH INCORPORATED
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q.)
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 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
North Carolina
In March 2000, the North Carolina Utility Commission (NCUC) issued an order to
further address UNEs and the impacts of the FCC's UNE remand order and line
sharing order. The NCUC order established proceedings in two phases. Phase I
addresses (1) geographically deaveraged UNEs, (2) the impacts of the FCC's UNE
remand order on the original UNEs for which the NCUC has set permanent rates,
and (3) rates for line sharing consistent with the FCC's line sharing order.
Phase II addresses (1) issues raised in certain UNE arbitration proceedings that
were deferred to this proceeeding and (2) any new UNEs to be considered as a
result of the FCC's UNE remand order. Hearings for Phase I and Phase II are
scheduled to begin in September and October 2000, respectively. A final order is
expected in the fourth quarter of 2000.
Virginia
The Company is currently operating under an Annual Information Filing plan in
Virginia, which may produce refunds if returns exceed certain prescribed limits.
The Virginia State Corporation Commission (VSCC) is currently reviewing the
Company's earnings from 1995 to the present under various dockets. An
unfavorable ruling in these dockets could result in refunds to the Company's
customers in Virginia. In November 1999, the VSCC ordered the Company to refund
customers $1.2 million plus interest for 1993. The remaining portion of the 1993
refund liability of $2.0 million was held in abeyance pending resolution of the
Virginia Supreme Court's (Supreme Court) review of the Company's rate
rebalancing case. In March 2000, the Supreme Court affirmed the VSCC's decision
in the rate rebalancing case which resulted in a March 31, 2000 order by the
VSCC directing the Company to refund the additional $2.0 million. The total 1993
refund of $3.2 million is due to customers by May 2000 and has already been
reflected in prior period financial results of the Company.
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.
9
<PAGE> 11
GTE SOUTH INCORPORATED
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q.)
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.
Planned Asset Sales
During December 1999, the Company entered into an agreement to sell
approximately 7,000 switched access lines located in Illinois to Citizens
Utilities Company. This agreement consummates the Company's previously announced
1998 plan to sell selected access lines located in Illinois. This sale is
subject to regulatory approval and is expected to close during 2000. The
associated net assets, which approximate $3.4 million and $4.0 million at March
31, 2000 and December 31, 1999, respectively, consist of property, plant and
equipment, and have been classified as "Prepayments and other" in the 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 $0.2 million for both the three months ended March 31, 2000 and 1999.
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 agreement
represents less than 1% of the switched access lines that the Company had in
service at the end of 1999, and contributed less than 1% to 1999 revenues and
less than 1% of 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 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 $15.8 million and $14.5 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 $34.1 million and $29.7 million, respectively, compared to
1999. The change in methodology does not apply to directory publishing activity
for Virginia, which will remain on the current method consistent with the
regulatory requirements in that state.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board 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.
10
<PAGE> 12
GTE SOUTH INCORPORATED
Management's Discussion and Analysis of Results of Operations - Continued
(Abbreviated pursuant to General Instruction H(2) of Form 10-Q.)
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 CONCERNING 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,
unbundled network elements and resale rates; and (4) the extent, timing, success
and overall effects of competition from others in the local telephone and
intraLATA (local access and transport area) toll service markets.
11
<PAGE> 13
PART II. OTHER INFORMATION
GTE SOUTH INCORPORATED
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 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.
12
<PAGE> 14
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 South Incorporated
------------------------------------
(Registrant)
Date: May 12, 2000 /s/ Stephen L. Shore
---------------------- ------------------------------------
Stephen L. Shore
Controller
(Principal Accounting Officer)
13
<PAGE> 15
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 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 SOUTH INCORPORATED
Statement of the 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 $ 75.5
Add - Income taxes 48.7
- Fixed charges 22.9
-------
Adjusted earnings $ 147.1
=======
Fixed charges:
Interest expense $ 19.6
Portion of rent expense representing interest 3.3
-------
Adjusted fixed charges $ 22.9
=======
RATIO OF EARNINGS TO FIXED CHARGES 6.42
</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> 1,300
<SECURITIES> 0
<RECEIVABLES> 270,900
<ALLOWANCES> 21,100
<INVENTORY> 26,700
<CURRENT-ASSETS> 293,600
<PP&E> 4,725,000
<DEPRECIATION> 2,963,300
<TOTAL-ASSETS> 2,333,100
<CURRENT-LIABILITIES> 409,200
<BONDS> 779,100
0
0
<COMMON> 525,000
<OTHER-SE> 151,700
<TOTAL-LIABILITY-AND-EQUITY> 2,333,100
<SALES> 411,400
<TOTAL-REVENUES> 411,400
<CGS> 135,300
<TOTAL-COSTS> 267,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,600
<INCOME-PRETAX> 124,200
<INCOME-TAX> 48,700
<INCOME-CONTINUING> 75,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 75,500
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
