<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM 10-Q

                              ---------------------


           (Mark one)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from       to


                          Commission file number 1-7077


                           GTE SOUTHWEST INCORPORATED

      A Delaware Corporation      I.R.S. Employer Identification No. 75-0573444


        1095 Avenue of the Americas, Room 3868, New York, New York 10036


                         Telephone Number (212) 395-2121

                            -------------------------



THE REGISTRANT 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
                                       ---    ---

<PAGE>

                           GTE Southwest Incorporated


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                      Three Months Ended March 31,
                                                                             -----------------------------------------
(Dollars in Millions) (Unaudited)                                                       2002                 2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                 <C>
OPERATING REVENUES
    (including $20.9 and $15.2 from affiliates)                                       $334.7               $342.6
                                                                             -----------------------------------------
OPERATING EXPENSES
Operations and support (including $49.3 and $40.3 to affiliates)                       164.5                175.2
Depreciation and amortization                                                           70.1                 68.4
                                                                             -----------------------------------------
                                                                                       234.6                243.6
                                                                             -----------------------------------------
OPERATING INCOME                                                                       100.1                 99.0

OTHER INCOME AND (EXPENSE), NET
    (including $.1 and $(1.7) from affiliates)                                            .2                 (1.7)

INTEREST EXPENSE
    (including $.8 and $.2 to affiliate)                                                12.4                 11.0
                                                                             -----------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                                87.9                 86.3

PROVISION FOR INCOME TAXES                                                              33.1                 31.2
                                                                             -----------------------------------------
NET INCOME                                                                            $ 54.8               $ 55.1
                                                                             =========================================
</TABLE>


                  See Notes to Condensed Financial Statements.

                                       1

<PAGE>


                           GTE Southwest Incorporated

                            CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
 (Dollars in Millions)                                                            March 31, 2002  December 31, 2001
 -------------------------------------------------------------------------------------------------------------------
                                                                                     (Unaudited)
<S>                                                                               <C>             <C>
CURRENT ASSETS

Cash                                                                                    $   10.8          $    12.1
Short-term investments                                                                      32.6               48.3
Accounts receivable:
    Trade and other, net of allowances for uncollectibles of $23.5 and $23.1               188.4              189.5
    Affiliates                                                                              85.0               68.0
Material and supplies                                                                       34.5               28.5
Prepaid expenses                                                                             2.3               20.6
Deferred income taxes                                                                        1.5                 .9
Other                                                                                       33.0               33.3
                                                                                -----------------------------------
                                                                                           388.1              401.2
                                                                                -----------------------------------

PLANT, PROPERTY AND EQUIPMENT                                                            4,779.7            4,736.2
Less accumulated depreciation                                                            2,966.3            2,922.4
                                                                                -----------------------------------
                                                                                         1,813.4            1,813.8
                                                                                -----------------------------------

PREPAID PENSION ASSET                                                                      453.3              441.7
                                                                                -----------------------------------

OTHER ASSETS                                                                                59.0               64.5
                                                                                -----------------------------------
TOTAL ASSETS                                                                            $2,713.8          $ 2,721.2
                                                                                ===================================
</TABLE>


                  See Notes to Condensed Financial Statements.

                                       2

<PAGE>

                           GTE Southwest Incorporated


                            CONDENSED BALANCE SHEETS

                     LIABILITIES AND SHAREOWNER'S INVESTMENT
                     ---------------------------------------
<TABLE>
<CAPTION>
(Dollars in Millions)                                                                March 31, 2002  December 31, 2001
----------------------------------------------------------------------------------------------------------------------
                                                                                       (Unaudited)
<S>                                                                                  <C>             <C>
CURRENT LIABILITIES
Debt maturing within one year:
    Note payable to affiliate                                                              $  141.9          $   105.4
Accounts payable and accrued liabilities:
    Affiliates                                                                                107.6               80.9
    Other                                                                                     115.9              212.1
Other current liabilities                                                                     124.3              120.4
                                                                                --------------------------------------
                                                                                              489.7              518.8
                                                                                --------------------------------------

LONG-TERM DEBT                                                                                647.2              647.1
                                                                                --------------------------------------

EMPLOYEE BENEFIT OBLIGATIONS                                                                  268.8              268.2
                                                                                --------------------------------------

DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes                                                                         272.4              258.8
Unamortized investment tax credits                                                               .1                 .1
Other                                                                                          62.0               67.4
                                                                                --------------------------------------
                                                                                              334.5              326.3
                                                                                --------------------------------------
SHAREOWNER'S INVESTMENT
Common stock -  $100 stated value per share                                                   650.0              650.0
  Authorized shares:   6,500,000
  Outstanding shares:  6,500,000
Contributed capital                                                                           448.3              448.3
Accumulated deficit                                                                          (124.7)            (137.5)
                                                                                --------------------------------------
                                                                                              973.6              960.8
                                                                                --------------------------------------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT                                              $2,713.8          $ 2,721.2
                                                                                ======================================
</TABLE>

                  See Notes to Condensed Financial Statements.

                                       3

<PAGE>


                           GTE Southwest Incorporated

                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                          Three Months Ended March 31,
                                                                                ------------------------------------------
(Dollars in Millions) (Unaudited)                                                           2002                2001
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                 <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                  $60.0              $ 93.9
                                                                                ------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments                                                        15.7                 3.3
Capital expenditures                                                                       (71.5)              (75.3)
Change in notes receivable from affiliate                                                    ---                12.0
Other, net                                                                                   ---                  .6
                                                                                ------------------------------------------
Net cash used in investing activities                                                      (55.8)              (59.4)
                                                                                ------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Change in note payable to affiliate                                                         36.5                 ---
Dividends paid                                                                             (42.0)              (28.0)
                                                                                ------------------------------------------
Net cash used in financing activities                                                       (5.5)              (28.0)
                                                                                ------------------------------------------
NET CHANGE IN CASH                                                                          (1.3)                6.5

CASH, BEGINNING OF PERIOD                                                                   12.1                 9.7
                                                                                ------------------------------------------

CASH, END OF PERIOD                                                                       $ 10.8              $ 16.2
                                                                                ==========================================
</TABLE>


                  See Notes to Condensed Financial Statements.

                                        4

<PAGE>


                           GTE Southwest Incorporated


                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    Basis of Presentation

      GTE Southwest 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 financial
statements have been prepared based upon Securities and Exchange Commission
rules that permit reduced disclosure for interim periods. 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. The results for the interim periods are not
necessarily indicative of results for the full year. The balance sheet at
December 31, 2001 has been derived from the audited financial statements at that
date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. For
a more complete discussion of significant accounting policies and certain other
information, you should refer to the financial statements included in our 2001
Annual Report on Form 10-K.

      We have reclassified certain amounts from prior year's data to conform to
the 2002 presentation.

2.    Adoption of New Accounting Standards

      Goodwill and Other Intangible Assets

      Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
no longer permits the amortization of goodwill and indefinite-lived intangible
assets. Instead, these assets must be reviewed annually (or more frequently
under prescribed conditions) for impairment in accordance with this statement.
This impairment test uses a fair value approach rather than the undiscounted
cash flows approach previously required by SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
The goodwill impairment test under SFAS No. 142 requires a two-step approach,
which is performed at the reporting unit level, as defined in SFAS No. 142. Step
one identifies potential impairments by comparing the fair value of the
reporting unit to its carrying amount. Step two, which is only performed if
there is a potential impairment, compares the carrying amount of the reporting
unit's goodwill to its implied value, as defined in SFAS No. 142. If the
carrying amount of the reporting unit's goodwill exceeds the implied fair value
of that goodwill, an impairment loss is recognized for an amount equal to that
excess. Intangible assets that do not have indefinite lives are amortized over
their useful lives and reviewed for impairment in accordance with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." The adoption
of SFAS No. 142 did not impact our results of operations or financial position
because we had no goodwill or other intangible assets at December 31, 2001 and
2000.

      Impairment or Disposal of Long-Lived Assets

      Effective January 1, 2002, we adopted SFAS No. 144. This standard
supersedes SFAS No. 121 and the provisions of APB Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," with regard to reporting the effects of a disposal of a segment
of a business. SFAS No. 144 establishes a single accounting model for assets to
be disposed of by sale and addresses several SFAS No. 121 implementation issues.
The adoption of SFAS No. 144 did not have a material effect on our results of
operations or financial position.

3.    Recent Accounting Pronouncement

      Asset Retirement Obligations

      In June 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations." This standard provides the
accounting for the cost of legal obligations associated with the retirement of
long-lived assets. SFAS No. 143 requires that companies recognize the fair value
of a liability for asset retirement obligations in the period in which the
obligations are incurred and capitalize that amount as a part of the book value
of the long-lived asset. That cost is then depreciated over the remaining life
of the underlying long-lived asset. We are required to adopt SFAS No. 143
effective January 1, 2003. We are currently evaluating the impact this new
standard will have on our future results of operations or financial position.

                                       5

<PAGE>

                           GTE Southwest Incorporated

 4.  Dividend

    On May 1, 2002, we declared and paid a dividend from Accumulated Deficit
in the amount of $61.0 million to GTE.

5.  Shareowner's Investment

                                                     Contributed    Accumulated
(Dollars in Millions)              Common Stock          Capital        Deficit
--------------------------------------------------------------------------------
Balance at December 31, 2001             $650.0           $448.3       $(137.5)
Net income                                                                54.8
Dividend declared to GTE                                                 (42.0)
                                ------------------------------------------------
Balance at March 31, 2002                $650.0           $448.3       $(124.7)
                                ================================================

    Net income and comprehensive income were the same for the three months
ended March 31, 2002 and 2001.

6.  Commitments and Contingencies

    Various legal actions and regulatory proceedings are pending to which we
are a party and claims which, if asserted, may lead to other legal actions. We
have established reserves for specific liabilities in connection with regulatory
and legal matters that we currently deem to be probable and estimable. We do not
expect that the ultimate resolution of pending regulatory and legal matters in
future periods will have a material effect on our financial condition, but it
could have a material effect on our results of operations.

    Several regulatory matters may require us to refund a portion of the
revenues collected in the current and prior periods. The outcome of each pending
matter, as well as the time frame within which each matter will be resolved, is
not presently determinable.

    Regulatory conditions to the Bell Atlantic - GTE merger include certain
commitments to, among other things, promote competition and the widespread
deployment of advanced services, while helping to ensure that consumers continue
to receive high-quality, low cost telephone services. In some cases, there are
significant penalties associated with not meeting these commitments. The cost of
satisfying these commitments could have a significant impact on net income in
future periods.

7.  Investment in Verizon Ventures III Inc.

    In December, 2000, we transferred certain advanced data assets to an
affiliated company, Verizon Ventures III Inc. (Ventures III) in exchange for
common stock of Ventures III. This transfer was done to satisfy a condition of
the Federal Communications Commission's (FCC) approval of the Bell Atlantic -
GTE merger, which required the provision of advanced data services through a
separate affiliate. Throughout 2000 and 2001, we continued to invest in Ventures
III through the transfer of additional assets. As result of the transfers, we
acquired an ownership interest in Ventures III, which we accounted for under the
equity method of accounting.

    In September 2001, the FCC issued an order eliminating this merger
condition. Following the FCC order, we made necessary filings with our state
regulatory commission for approval of the transfer of these assets back to us.
During the fourth quarter of 2001, Ventures III transferred these assets to us.
In consideration of the transfer of these assets, we surrendered our common
stock in Ventures III and remitted certain cash compensation.

    No gain or loss was recognized as a result of the reintegration of the
assets to us. This reintegration did not have a material effect on our results
of operations or financial condition.

8.  Employee Severance Costs

    In connection with the Bell Atlantic - GTE merger on June 30, 2000, we
incurred charges associated with employee severance of $30.0 million. These
costs, as recorded under SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," represent the benefit costs for the separation of management
employees who are entitled to benefits under pre-existing separation plans, as
well as an accrual of ongoing SFAS No. 112 obligations for GTE employees. During
the fourth quarter of 2001, we recorded a special charge of $4.5 million, as
recorded under SFAS No. 112, for the voluntary and involuntary separation of
employees. The remaining severance liability under these programs as of March
31, 2002 is $14.5 million.

                                      6

<PAGE>


                           GTE Southwest Incorporated


Item 2.  Management's Discussion and Analysis of Results of Operations
         (Abbreviated pursuant to General Instruction H(2).)

         This discussion should be read in conjunction with the Condensed
Financial Statements and Condensed Notes to Financial Statements.

RESULTS OF OPERATIONS
---------------------

         We reported net income of $54.8 million for the three month period
ended March 31, 2002, compared to net income of $55.1 million for the same
period in 2001.

Verizon Ventures III

         During 2000 and 2001, pursuant to one of the Federal Communications
Commission's (FCC) requirements for the Bell Atlantic - GTE merger, we
transferred our advanced data assets to Verizon Ventures III Inc. (Ventures III)
in exchange for an ownership interest in Ventures III, which we accounted for
under the equity method of accounting. In September 2001, the FCC issued an
order eliminating this merger condition. In the fourth quarter of 2001, after
required state regulatory approvals were obtained, these assets were transferred
back to us and we surrendered our ownership in Ventures III. (See Note 7 to the
Condensed Financial Statements.)

         This reintegration principally affected our comparison of Network
access services revenues, Operations and support expenses, Other income and
(expense), and the Provision for income taxes, as described below.

OPERATING REVENUES
------------------
(Dollars in Millions)

                                               Three Months Ended March 31,
                                          ----------------------------------
                                                    2002              2001
----------------------------------------------------------------------------
Local services                                    $187.2            $198.2
Network access services                            114.8             110.7
Long distance services                               5.2               6.5
Other services                                      27.5              27.2
                                          ----------------------------------
Total                                             $334.7            $342.6
                                          ==================================

         We recognize service revenues based upon usage of our local exchange
network and facilities and contract fees. We recognize product and other service
revenues when the products are delivered and accepted by the customers and when
services are provided in accordance with contract terms.

LOCAL SERVICES

      2002 - 2001                                              (Decrease)
-------------------------------------------------------------------------------
      Three Months                                        $(11.0)       (5.5)%
-------------------------------------------------------------------------------

         Local service 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. The
provision of local exchange services not only includes retail revenues, but also
includes local wholesale revenues from unbundled network elements (UNEs),
interconnection revenues from competitive local exchange carriers (CLECs),
certain data transport revenues and wireless interconnection revenues.

         Local service revenues decreased in the first three months of 2002
primarily due to lower payments received from CLECs for interconnection of their
network with our network. In addition, the effect of lower demand and usage of
some basic wireline services, as reflected by a decline in our switched access
lines in service of 2.1% from March 31, 2001, also contributed to the decrease
in local service revenues. This decrease primarily reflects the impact of the
economic slowdown

                                       7

<PAGE>


                           GTE Southwest Incorporated

and competition. Rate reductions resulting from expanded calling area service
implementations effective January 1, 2002 and technology substitution have also
affected local service revenue growth in 2002.

NETWORK ACCESS SERVICES

      2002 - 2001                                               Increase
-------------------------------------------------------------------------------
      Three Months                                          $4.1         3.7%
-------------------------------------------------------------------------------

      Network access revenues are earned from end-user subscribers and from long
distance and other competing carriers who use our 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 our 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 our customers and from resellers who purchase
dial-tone services.

      Network access revenues increased in the first three months of 2002
primarily due to higher customer demand for special access services,
particularly for high-capacity, high-speed digital services and the impact of
the reintegration of Ventures III. This increase was partially offset by the
effects of mandated price reductions on interstate access services and other
regulatory decisions. The impact of the slowing economy also affected network
access revenues in 2002.

LONG DISTANCE SERVICES

      2002 - 2001                                             (Decrease)
-------------------------------------------------------------------------------
      Three Months                                         $(1.3)      (20.0)%
-------------------------------------------------------------------------------

      Long distance revenues are earned primarily from calls made to points
outside a customer's local calling area, but within our service area (intraLATA
toll). IntraLATA toll calls originate and terminate within the same LATA, but
generally cover a greater distance than a local call. These services are
regulated by the Texas Public Utility Commission (TPUC) except where they cross
state lines. Other long distance services that we provide include 800 services
and Wide Area Telephone Service (WATS). We also earn revenue from private line
and operator services associated with long distance calls.

      Long distance service revenues declined in the first three months of 2002
primarily due to the effects of competition, technology substitution and the
slowing economy.

OTHER SERVICES

      2002 - 2001                                               Increase
-------------------------------------------------------------------------------
      Three Months                                         $.3           1.1%
-------------------------------------------------------------------------------

      Our other services include such services as billing and collections for
long distance carriers and affiliates, facilities rentals to affiliates and
non-affiliates, public (pay) telephone and customer premises equipment (CPE).
Other service revenues also include fees paid by customers for non-publication
of telephone numbers and multiple white page listings, fees paid by an affiliate
for usage of our directory listings and fees paid by an affiliate for the
provision of sales agent services.

      Other service revenues increased in the first three months of 2002
primarily due to an increase in sales and services to affiliates and higher
rates charged to customers for late payment fees. These increases were
substantially offset by a decrease in CPE sales.

                                       8

<PAGE>

                           GTE Southwest Incorporated


OPERATING EXPENSES
------------------
(Dollars in Millions)


OPERATIONS AND SUPPORT

      2002 - 2001                                             (Decrease)
-------------------------------------------------------------------------------
      Three Months                                        $(10.7)       (6.1)%
-------------------------------------------------------------------------------

      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 affiliates, rent, network software costs, operating taxes other than
income, the provision for uncollectible accounts receivable, reciprocal
compensation, and other costs.

      The decrease in operations and support expenses was primarily
attributable to lower interconnection and related costs associated with
reciprocal compensation arrangements with competitive local exchange and other
carriers to terminate calls on their network. Lower employee costs principally
associated with declining workforce levels, as well as lower overtime for repair
and maintenance activity mainly as a result of reduced volumes at our dispatch
and call centers also contributed to the reduction in operations and support
expenses. Higher centralized service expenses allocated to us by Verizon
Services and the reintegration of Ventures III partially offset the decline in
operations and support expenses for the three months ended March 31, 2002.

DEPRECIATION AND AMORTIZATION

      2002 - 2001                                               Increase
-------------------------------------------------------------------------------
      Three Months                                          $1.7         2.5%
-------------------------------------------------------------------------------

      Depreciation expense is principally based on the composite group remaining
life method and straight-line composite rates. This method provides for the
recognition of the cost of the remaining net investment in telephone plant, less
anticipated net salvage value, over the remaining asset lives. This method
requires the periodic revision of depreciation rates.

      Depreciation and amortization expense increased in the first three months
of 2002 principally due to growth in depreciable telephone plant and increased
software amortization costs. This increase was partially offset by the effect of
lower rates of depreciation.

OTHER RESULTS
-------------
(Dollars in Millions)


OTHER INCOME AND (EXPENSE), NET

      2002 - 2001                                               Increase
-------------------------------------------------------------------------------
      Three Months                                          $1.9         111.8%
-------------------------------------------------------------------------------

      Other income and (expense), net includes equity income (losses), interest
income and other nonoperating income and expense items.

      The increase in other income and (expense), net, was primarily
attributable to the effect of equity losses recognized in 2001 from our
investment in Ventures III.

                                       9

<PAGE>

                           GTE Southwest Incorporated


INTEREST EXPENSE

      2002 - 2001                                               Increase
-------------------------------------------------------------------------------
      Three Months                                          $1.4        12.7%
-------------------------------------------------------------------------------

      Interest expense includes costs associated with borrowing and capital
leases, net of capitalized interest costs. We capitalize interest associated
with the acquisition or construction of plant assets. Capitalized interest is
reported as a cost of plant and a reduction in interest expense.

      Interest expense increased in the first three months of 2002, over the
same period in 2001, primarily due to the effect of higher levels of short-term
debt with an affiliate.

EFFECTIVE INCOME TAX RATES

      Three Months Ended March 31,
-------------------------------------------------------------------------------
      2002                                                      37.7%
-------------------------------------------------------------------------------
      2001                                                      36.2%
-------------------------------------------------------------------------------

      The effective income tax rate is the provision for income taxes as a
percentage of income before provision for income taxes. Our effective income tax
rate was higher for the three months ended March 31, 2002, compared to the same
period in 2001, due to an increase in the effective income tax rate for state
income taxes. This factor was partially offset by the effect of equity losses
associated with our investment in Ventures III, which were recorded in 2001, for
which we did not recognize income tax benefits and by a decrease in
non-recurring income tax expense.

OTHER MATTERS
-------------

Recent Accounting Pronouncement

      Asset Retirement Obligations

      In June 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations." This standard provides the
accounting for the cost of legal obligations associated with the retirement of
long-lived assets. SFAS No. 143 requires that companies recognize the fair value
of a liability for asset retirement obligations in the period in which the
obligations are incurred and capitalize that amount as a part of the book value
of the long-lived asset. That cost is then depreciated over the remaining life
of the underlying long-lived asset. We are required to adopt SFAS No. 143
effective January 1, 2003. We are currently evaluating the impact this new
standard will have on our future results of operations or financial position.

Compensation for Internet Traffic

      We continue to incur expenditures related to reciprocal compensation
arrangements with competitive local exchange carriers and other carriers to
terminate calls on their network.

      On April 27, 2001, the FCC released an order addressing intercarrier
compensation for dial-up connections for Internet-bound traffic. The FCC found
that Internet-bound traffic is interstate and subject to the FCC's jurisdiction.
Moreover, the FCC again found that Internet-bound traffic is not subject to
reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the
FCC established federal rates per minute for this traffic that decline from
$0.0015 to $0.0007 over a three-year period. The FCC order also sets caps on the
total minutes of this traffic that may be subject to any intercarrier
compensation and requires that incumbent local exchange carriers must offer to
pay reciprocal compensation for local traffic at the same rate as they are
required to pay on Internet-bound traffic. On May 3, 2002 the U.S. Court of
Appeals for the D.C. Circuit remanded the April 27, 2001 FCC order for further
proceedings. It did not vacate the interim pricing rules established in that
order and they remain in effect.

                                       10

<PAGE>

                           GTE Southwest Incorporated

                           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)  Exhibits:

                 Exhibit
                 Number
                 -------

                   12       Computation of Ratio of Earnings to Fixed Charges.

            (b)  There were no Current Reports on Form 8-K filed during the
quarter ended March 31, 2002.

                                       11

<PAGE>

                           GTE Southwest Incorporated

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       GTE Southwest Incorporated

Date:  May 15, 2002                    By  /s/ Edwin F. Hall
                                          --------------------------------
                                               Edwin F. Hall
                                               Controller

        UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 8, 2002.

                                       12