Annual Report (Form 10-K), fiscal year 1993

Item 1. Business
GTE South Incorporated (the Company), was incorporated in Virginia on July 29, 1947. The Company is a wholly-owned subsidiary of GTE Corporation (GTE) and currently provides communications services in the states of Alabama, Illinois, Kentucky, North Carolina, South Carolina and Virginia. Prior to the sale of properties described below, the Company provided communications services in Georgia, Tennessee and West Virginia.
On November 1, 1993, the Company in a series of transactions exchanged its telephone plant in service, materials and supplies and customers (representing 244,000 access lines) in the state of Georgia for similar assets (including 38,000 access lines) in ALLTEL Corporation's (ALLTEL) Illinois operations and $446 million in cash.
On December 31, 1993, the Company sold its telephone plant in service, materials and supplies and customers (representing 123,000 access lines) in the states of West Virginia and Tennessee to Citizens Utilities Company for $291 million in cash.
The Company provides local telephone service within its franchise areas and intraLATA (Local Access Transport Area) long distance service between the Company's facilities and the facilities of other telephone companies within the Company's LATAs. InterLATA service to other points in and out of the states in which the Company operates is provided through connection with interexchange (long distance) common carriers. These common carriers are charged fees (access charges) for interconnection to the Company's local facilities. End user business and residential customers are also charged access charges for access to the facilities of the long distance carriers. The Company also earns other revenues by leasing interexchange plant facilities and providing such services as billing and collection and operator services to interexchange carriers, primarily the American Telephone and Telegraph Company (AT&T). The number of access lines served was 1,051,872 on January 1, 1989 and 968,951 December 31, 1993.
The following table denotes the access lines in the states in which the Company operates as of December 31, 1993:
Access State Lines Served --------------- ------------ Kentucky 384,450 North Carolina 214,211 South Carolina 155,686 Alabama 143,542 Illinois 38,214 Virginia 32,848 ------------ Total 968,951 ============
The Company's principal line of business is providing telecommunication services. These services fall into five major classes: local network, network access, long distance, equipment sales and services and other. Revenues from each of these classes over the last three years are as follows:
Years Ended December 31 --------------------------------------- 1993 1992 1991 -------- -------- --------- (Thousands of Dollars)
Local Network Services $ 379,533 $ 371,535 $ 359,419 % of Total Revenues 40% 38% 37%
Network Access Services $ 395,480 $ 412,604 $ 340,539 % of Total Revenues 41% 42% 36%
Long Distance Services $ 28,783 $ 47,947 $ 138,249 % of Total Revenues 3% 5% 14%
Equipment Sales and Services $ 75,141 $ 79,431 $ 79,857 % of Total Revenues 8% 8% 8%
Other $ 74,360 $ 63,451 $ 45,359 % of Total Revenues 8% 7% 5%
At December 31, 1993, the Company had 4,729 employees. The Company has written agreements with the Communications Workers of America (CWA) and International Brotherhood of Electrical Workers (IBEW) covering approximately 3,200 of the Company's employees. In 1993, agreements were reached on four contracts with the CWA and two contracts with the IBEW. During 1994, three contracts with CWA and two contracts with IBEW will expire.
Telephone Competition
The Company holds franchises, licenses and permits adequate for the conduct of its business in the territories which it serves.
The Company is subject to regulation by the regulatory bodies of the states of Alabama, Illinois, Kentucky, North Carolina, South Carolina and Virginia as to its current intrastate business operations and by the Federal Communications Commission (FCC) as to its interstate business operations. Prior to the sale of properties described above, the state regulatory commissions in Georgia, Tennessee and West Virginia also regulated the Company's intrastate operations. Information regarding the Company's activities with the various regulatory agencies and revenue arrangements with other telephone companies can be found in Note 11 of the Company's Annual Report to Shareholders for the year ended December 31, 1993, incorporated herein and filed as Exhibit 13.
The year was marked by important changes in the U.S. telecommunications industry. Rapid advances in technology, together with government and industry initiatives to eliminate certain legal and regulatory barriers are accelerating and expanding the level of competition and opportunities available to the Company. As a result, the Company faces increasing competition in virtually all aspects of its business. Specialized communications companies have constructed new systems in certain markets to bypass the local-exchange network. Additional competition from interexchange carriers as well as wireless companies continues to evolve for both intrastate and interstate communications.
During 1994, the Company will begin implementation of a re-engineering plan that will redesign and streamline processes. Implementation of its re-engineering plan will allow the Company to continue to respond aggressively to these competitive and regulatory developments through reduced costs, improved service quality, competitive prices and new product offerings. Moreover, implementation of this program will position the Company to accelerate delivery of a full array of voice, video and data services. The re-engineering program will be implemented over three years. During the year, the Company continued to introduce new business and consumer services utilizing advanced technology, offering new features and pricing options while at the same time reducing costs and prices.
During 1993, the FCC announced its decision to auction licenses during 1994 in 51 major markets and 492 basic trading areas across the United States to encourage the development of a new generation of wireless personal communications services (PCS). These services will both complement and compete with the Company's traditional wireline services. The Company will be permitted to fully participate in the license auctions in areas outside of GTE's existing cellular service areas. Limited participation will be permitted in areas in which GTE has an existing cellular presence.
In 1992, the FCC issued a "video dialtone" ruling that allows telephone companies to transmit video signals over their networks. The FCC also recommended that Congress amend the Cable Act of 1984 to permit telephone companies to supply video programming in their service areas.
Activity directed toward changing the traditional cost-based rate of return regulatory framework for intrastate and interstate telephone services has continued. Various forms of alternative regulation have been adopted, which provide economic incentives to telephone service providers to improve productivity and provide the foundation for the pricing flexibility necessary to address competitive entry into the markets the Company serves.
The GTE Consent Decree, which was issued in connection with the 1983 acquisition of GTE Sprint (since divested) and GTE Spacenet, prohibits GTE's domestic telephone operating subsidiaries from providing long distance service beyond the boundaries of the LATA. This prohibition restricts their direct provision of long distance service to relatively short distances. The degree of competition allowed in the intraLATA market is subject to state regulation. However, regulatory constraints on intraLATA competition are gradually being relaxed. In fact, some form of intraLATA competition is authorized in many of the states in which the Company provides service.
In September 1993, the FCC released an order allowing competing carriers to interconnect to the local-exchange network for the purpose of providing switched access transport services. This ruling complements similar interconnect arrangements for private line services ordered during 1992. The order encourages competition for the transport of telecommunications traffic between local exchange carriers' (LECs) switching offices and interexchange carrier locations. In addition, the order allows LECs flexibility in pricing competitive services.
These and other actions to eliminate the existing legal and regulatory barriers, together with rapid advances in technology, are facilitating a convergence of the computer, media and telecommunications industries. In addition to allowing new forms of competition, these developments are also creating new opportunities to develop interactive communications networks. The Company supports these initiatives to assure greater competition in telecommunications, provided that overall the changes allow an opportunity for all service providers to participate equally in a competitive marketplace under comparable conditions.
Item 2.



Item 2. Properties
The Company's property consists of network facilities (79%), company facilities (13%), customer premises equipment (1%) and other (7%). From January 1, 1989 to December 31, 1993, the Company made gross property additions of $1.2 billion and property retirements of $1.5 billion. Substantially all of the Company's property is subject to liens securing long-term debt. In the opinion of management, the Company's telephone plant is substantially in good repair.
Item 3.

Item 3. Legal Proceedings
There are no pending legal proceedings, either for or against the Company, which would have a material impact on the Company's financial statements.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.

Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters
Market information is omitted since the Company's common stock is wholly-owned by GTE Corporation.
Item 6.

Item 6. Selected Financial Data
Reference is made to the Registrant's Annual Report to Shareholders, page 32, for the year ended December 31, 1993, incorporated herein and filed as Exhibit 13.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Reference is made to the Registrant's Annual Report to Shareholders, pages 27 to 31, for the year ended December 31, 1993, incorporated herein and filed as Exhibit 13.
Item 8.


Item 8. Financial Statements and Supplementary Data
Reference is made to the Registrant's Annual Report to Shareholders, pages 5 to 25, for the year ended December 31, 1993, incorporated herein and filed as Exhibit 13.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.



Item 10. Directors and Executive Officers of the Registrant
The names, ages and positions of all the directors and executive officers of the Company as of March 7, 1994 are listed below along with their business experience during the past five years.
a. Identification of Directors
Director Name Age Since Business Experience - -------------- --- --------- ------------------------------------------- Earl A. Goode 53 1994 President, GTE South Incorporated and GTE North Incorporated; various positions with GTE including President - GTE Southwest and Vice President - General Manager/Wisconsin; Director, Legacy Fund; Director, COMMIT; Executive Committee, GTE North Classic; Director, Indiana State Symphony Society; Director, INB Financial Corporation; Director, United Way of Central Indiana; Director, Goodwill Industries of Central Indiana; Director, Indianapolis Chamber of Commerce; President's Advisory Council of Purdue University; Dean's Advisory Council for the Purdue University Krannert School of Management.
Kent B. Foster 50 1994 Vice Chairman of the Board of Directors of GTE Corporation, October 1993. President, GTE Telephone Operations, 1989; Director, GTE Corporation, 1992; Director, all GTE domestic telephone subsidiaries, 1993; Director, BC Telecom, Inc.; Director, Compania Anonima Nacional Telefonos de Venezuela; Director, National Bank of Texas.
Richard M. Cahill 55 1994 Vice President - General Counsel of GTE Telephone Operations, 1988; Director, all GTE domestic telephone subsidiaries, 1993; Director, GTE Vantage Incorporated, 1991; Director, GTE Intelligent Network Services Incorporated, 1993.
Gerald K. Dinsmore 44 1992 Senior Vice President - Finance and Planning for GTE Telephone Operations, 1994. Vice President - Finance, GTE Telephone Operations, 1993; Vice President - Intermediary Customer Markets, GTE Telephone Operations, 1991. President, South Area, GTE Telephone Operations, 1992; Director, all GTE domestic telephone subsidiaries, 1993.
Michael B. Esstman 47 1994 Executive Vice President-Operations, GTE Telephone Operations, 1993; President, Central Area, GTE Telephone Operations, 1991. President, Contel Eastern Region, Telephone Operations Sector, 1983; Director, AG Communications System; Director, all GTE domestic telephone subsidiaries, 1993.
Thomas W. White 47 1994 Executive Vice President of GTE Telephone Operations, 1993; Senior Vice President - General Office Staff, GTE Telephone Operations, 1989; Director, all GTE domestic telephone subsidiaries, 1993; Director, Quebec-Telephone.
Directors are elected annually. The term of each director expires on the date of the next annual meeting of shareholders, which may be held on any day during May, as specified in the notice of the meeting.
There are no family relationships between any of the directors or executive officers of the Company.
All of the directors, with the exception of Mr. Dinsmore, were elected January 1, 1994, following the resignations from the Board of John L. Atkins, III, Archie S. Dargan, K.v.R. Dey, Jr., Durward R. Everett, Jr., Robert H. Hillenmeyer, John Hopkins, Mary W. Walker, Richard W. Wilkinson and John W. Woods, III.
b. Identification of Executive Officers
Year Assumed Current Name Age Position Position with Company - ----------------- --- ------------ ------------------------------- Earl A. Goode (1) 53 1994 President
James D. Blanchard (1) 53 1994 Region Vice President - General Manager-North (Illinois, Wisconsin)
Clare D. Coxey (1) 55 1994 Area Vice President - Public Affairs
Margaret B. Haight (1) 45 1994 State Vice President - General Manager - Kentucky
James T. Jeske (1) 48 1994 Area Vice President - Human Resources
M. L. Keith, Jr. (1) 51 1994 Area Vice President - Sales
C. Sumpter Logan (2) 56 1994 Region Vice President - General Manager - South (Alabama, Kentucky, North Carolina, South Carolina)
Jeffrey L. Schmitt (1) 48 1994 Area Vice President - Regulatory and Government Affairs
Dale E. Sporleder (1) 53 1994 Area Vice President - General Counsel
Roger L. Utzinger (1) 47 1994 Area Vice President - Finance
Edward J. Weise (3) 49 1994 Region Vice President - General Manager - South (Virginia)
William D. Wilson (1) 46 1994 Area Vice President - General Manager - East
Charles J. Somes (1) 48 1994 Secretary
Position with GTE Telephone Operations (4) ------------------------------ Kent B. Foster 50 1989 President
Michael B. Esstman (5) 47 1993 Executive Vice President - Operations
Thomas W. White 47 1989 Executive Vice President
Guillermo Amore 55 1990 Senior Vice President - International
Gerald K. Dinsmore (6) 44 1993 Senior Vice President - Finance and Planning
Robert C. Calafell (7) 52 1993 Vice President - Video Services
A. T. Jones 54 1992 Vice President - International
Brad M. Krall (8) 52 1993 Vice President - Centralized Services
Donald A. Hayes 56 1992 Vice President - Information Technology
Richard L. Schaulin 51 1989 Vice President - Human Resources
Clarence F. Bercher 50 1991 Vice President - Sales
Mark S. Feighner 45 1991 Vice President - Product Management
Geoff C. Gould 41 1989 Vice President - Regulatory and Governmental Affairs
G. Bruce Redditt 43 1991 Vice President - Public Affairs
Richard M. Cahill 55 1989 Vice President and General Counsel
Leland W. Schmidt 60 1989 Vice President - Industry Affairs
Paul E. Miner 49 1990 Vice President - Regional Operations Support
Katherine J. Harless 43 1992 Vice President - Intermediary Markets
William M. Edwards, III (9) 45 1993 Controller
Each of these executive officers has been an employee of the Company or an affiliated company for the last five years.
Except for duly elected officers and directors, no other employees had a significant role in decision making.
All officers are appointed for a term of one year.
- ----------- NOTES:
(1) Effective March 7, 1994 the following individuals became executive officers for both GTE South Incorporated and GTE North Incorporated:
Earl A. Goode was appointed President replacing Gerald K. Dinsmore who was appointed Senior Vice President - Finance and Planning for GTE Telephone Operations.
James D. Blanchard was appointed Region Vice President - General Manager - North (Illinois, Wisconsin).
Clare D. Coxey was appointed Area Vice President - Public Affairs replacing Jorge Jackson who was appointed Area Vice President - Public Affairs - West.
James T. Jeske was appointed Area Vice President - Human Resources replacing Margaret B. Haight who was appointed State Vice President - General Manager - Kentucky.
M. L. Keith, Jr. was appointed Area Vice President - Sales replacing James D. Bennett who was appointed State Vice President - Sales for GTE Florida Incorporated.
Jeffrey L. Schmitt was appointed Area Vice President - Regulatory and Government Affairs replacing Bruce M. Holmberg who retired.
Dale E. Sporleder was appointed Area Vice President - General Counsel replacing James V. Carideo who retired.
Roger L. Utzinger was appointed Area Vice President - Finance replacing Fassil Gabremariam who was appointed State Vice President - Finance for GTE Florida Incorporated.
William D. Wilson, previously Vice President - Business Planning for GTE Telephone Operations, was appointed Area Vice President - General Manager - East replacing Stephen A. Inkrott who was appointed Assistant Vice President - Network Planning for GTE Telephone Operations.
Charles J. Somes was appointed Secretary replacing Jerry L. Austin who retired.
Charles C. Merritt previously Regional Vice President - General Manager/Southeast was appointed General Manager - North Carolina/South Carolina.
(2) C. Sumpter Logan, previously Regional Vice President - General Manager/North, was appointed Region Vice President General Manager - South (Alabama, Kentucky, North Carolina, South Carolina) effective March 7, 1994.
(3) Edward J. Weise, previously Regional Vice President - General Manager/Virginia, was appointed Region Vice President - General Manager - South (Virginia) effective March 7, 1994.
(4) Position is with, and duties are performed at, the GTE Telephone Operations Headquarters in Irving, Texas.
(5) Michael B. Esstman was appointed Executive Vice President - Operations effective April 25, 1993 replacing Charles A. Crain who retired on April 1, 1993.
(6) Gerald K. Dinsmore, previously South Area President, was appointed Senior Vice President - Finance and Planning replacing John L. Hume who retired.
(7) Robert C. Calafell was appointed Vice President - Video Services effective March 28, 1993.
(8) Brad M. Krall was appointed Vice President - Centralized Services effective November 7, 1993.
(9) William M. Edwards, III, was appointed Controller effective November 21, 1993 replacing John D. Utzinger.
William E. Starkey retired November 21, 1993, George N. King retired May 21, 1993 and Clark W. Barlow retired August 21, 1993.
Item 11.

Item 11. Executive Compensation
Executive Compensation Tables
The following tables provide information about executive compensation.
Long-Term Incentive Plan - Awards in Last Fiscal Year
The GTE Long-Term Incentive Plan (LTIP) provides for awards, currently in the form of stock options with tandem stock appreciation rights and cash bonuses, to participating employees. The stock options and stock appreciation rights awarded under the LTIP to the five most highly compensated individuals in 1993 are shown in the table on page 11.
Under the LTIP, performance bonuses are paid in cash based on the achievement of pre-established goals for GTE's return on equity (ROE) over a three-year award cycle. Performance bonuses are denominated in units of GTE Common Stock ("Common Stock Units") and are maintained in a Common Stock Unit Account.
At the time performance targets are established for the three-year cycle, a Common Stock Unit Account is set up for each participant who is eligible to receive a cash award under the LTIP. An initial dollar amount for each account is determined based on the competitive performance bonus grant practices of other major companies in the telecommunications industry and with other selected corporations that are comparable to GTE in terms of revenue, market value and other quantitative measures. That amount is then divided by the average market price of GTE Common Stock for the calendar week preceding the day the account is established to determine the number of Common Stock Units in the account. The value of the account increases or decreases based on the market price of the GTE Common Stock. An amount equal to the dividends declared on an equivalent number of shares of GTE Common Stock is added each time a dividend is paid. This amount is then converted into the number of Common Stock Units obtained by dividing the amount of the dividend by the average price of the GTE Common Stock on the composite tape of the New York Stock Exchange on the dividend payment date and added to the Common Stock Unit Account. Messrs. Dinsmore and Foster are the only individuals of the five most highly compensated individuals eligible to receive a cash award under the LTIP. The number of Common Stock Units initially allocated in 1993 to their accounts and estimated future payouts under the LTIP are shown in the following table.
Executive Agreements
GTE has entered into agreements (the Agreements) with Messrs. Dinsmore and Foster regarding benefits to be paid in the event of a change in control of GTE (a "Change in Control").
A Change in Control is deemed to have occurred if a majority of the members of the Board do not consist of members of the incumbent Board (as defined in the Agreements) or if, in any 12-month period, three or more directors are elected without the approval of the incumbent Board. An individual whose initial assumption of office occurred pursuant to an agreement to avoid or settle a proxy or other election contest is not considered a member of the incumbent Board. In addition, a director who is elected pursuant to such a settlement agreement will not be deemed a director who is elected or nominated by the incumbent Board for purposes of determining whether a Change in Control has occurred. A Change in Control will not occur in the following situations: (1) certain merger transactions in which there is at least 50% GTE shareholder continuity in the surviving corporation, at least a majority of the members of the board of directors of the surviving corporation consists of members of the Board of GTE and no person owns more than 20% (or under certain circumstances, a lower percentage, not less than 10%) of the voting power of the surviving corporation following the transaction, and (2) transactions in which GTE's securities are acquired directly from GTE.
The Agreements provide for benefits to be paid in the event this individual separates from service and has a "good reason" for leaving or is terminated without "cause" within two years after a Change in Control of GTE.
Good reason for leaving includes but is not limited to the following events: demotion, relocation or a reduction in total compensation or benefits, or the new entity's failure to expressly assume obligations under the Agreements. Termination for cause includes certain unlawful acts on the part of the executive or a material violation of his or her responsibilities to the Corporation resulting in material injury to the Corporation.
An executive who experiences a qualifying separation from service will be entitled to receive up to two times the sum of (i) base salary and (ii) the average of his or her other percentage awards under the EIP for the previous three years. The executive will also continue to receive medical and life insurance coverage for up to two years and will be provided with financial and outplacement counseling.
In addition, the Agreements with Messrs. Dinsmore and Foster provide that in the event of a separation from service, they will receive service credit in the following amounts: two times years of service otherwise credited if the executive has five or fewer years of credited service; 10 years if credited service is more than five and not more than 10 years; and, if the executive's credited service exceeds 10 years, the actual number of credited years of service. These additional years of service will apply towards vesting, retirement eligibility, benefit accrual and all other purposes under the Supplemental Executive Retirement Plan and the Executive Retired Life Insurance Plan. In addition, each executive will be considered to have not less than 76 points and 15 years of accredited service for the purpose of determining his or her eligibility for early retirement benefits. However, there will be no duplication of benefits.
The Agreements remain in effect until the earlier of July 1 of each successive year or the date on which the executive reaches age 65, unless the Agreement is terminated earlier pursuant to its terms. The Agreements will be automatically renewed on each successive July 1 unless, not later than December 31 of the preceding year, one of the parties notifies the other that he does not wish to extend the Agreement. If a Change in Control occurs, the Agreements will remain in effect until the obligations of GTE (or its successor) under the Agreements have been satisfied.
Retirement Programs
Pension Plans
The estimated annual benefits payable, calculated on a single life annuity basis, under GTE's defined benefit pension plans at normal retirement at age 65, based upon final average earnings and years of employment, are illustrated in the table below:
PENSION PLAN TABLE
Years of Service Final Average ------------------------------------------------------------ Earnings 15 20 25 30 35 - ----------------------------------------------------------------------------- $ 150,000 $ 31,604 $ 42,138 $ 52,672 $ 63,207 $ 73,742 200,000 42,479 56,638 70,797 84,957 99,117 300,000 64,229 85,638 107,048 128,457 149,867 400,000 85,979 114,638 143,298 172,957 200,617 500,000 107,729 143,638 179,548 215,457 251,367 600,000 129,479 172,638 215,798 258,957 302,117 700,000 151,229 201,638 252,048 302,457 352,867 800,000 172,979 230,638 288,298 345,957 403,617 900,000 194,729 259,638 324,548 389,457 454,367 1,000,000 216,479 288,638 360,798 432,957 505,117 1,200,000 259,979 346,638 433,298 519,957 606,617
GTE Service Corporation, a wholly-owned subsidiary of GTE, maintains a noncontributory pension plan for the benefit of GTE employees based on years of service. Pension benefits to be paid from this plan and contributions to this plan are related to basic salary exclusive of overtime, differentials, incentive compensation (except as otherwise described) and other similar types of payment. Under this plan, pensions are computed on a two-rate formula basis of 1.15% and 1.45% for each year of service, with the 1.15% service credit being applied to that portion of the average annual salary for the five highest consecutive years that does not exceed the Social Security Integration Level (the portion of salary subject to the Federal Security Act), and the 1.45% service credit being applied to that portion of the average annual salary that exceeds said level. As of March 7, 1993, the credited years of service under the plan for Messrs. Dinsmore, Logan, Merritt, Inkrott and Foster are 18, 33, 30, 28 and 23, respectively.
Under Federal law, an employee's benefits under a qualified pension plan such as the GTE Service Corporation plan are limited to certain maximum amounts. GTE maintains a Supplemental Executive Retirement Plan (SERP), which supplements the benefits of any participant in the qualified pension plan by direct payment of a lump sum or by an annuity, on an unfunded basis, of the amount by which any participant's benefits under the GTE Service Corporation pension plan are limited by law. In addition, the SERP includes a provision permitting the payment of additional retirement benefits determined in a similar manner as under the qualified pension plan on remuneration accrued under management incentive plans as determined by the Executive Compensation and Organizational Structure Committee.
Executive Retired Life Insurance Plan
The Executive Retired Life Insurance Plan (ERLIP) provides Messrs. Dinsmore, Logan, Merritt, Inkrott and Foster a maximum postretirement life insurance benefit of three times final base salary. Upon retirement, ERLIP benefits may be paid as life insurance or optionally, an equivalent amount may be paid as a lump sum payment equal to the present value of the life insurance amount (based on actuarial factors and the interest rate then in effect), as an annuity or as installment payments. If an optional payment method is selected, the ERLIP benefit will be based on the actuarial equivalent of the present value of the insurance amount.
Directors' Compensation
The current directors, all of whom are employees of GTE, are not paid any fees or renumeration, as such, for services on the Board.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners as of February 28, 1994:
Name and Shares of Title Address of Beneficial Percent of Class Beneficial Owner Ownership of Class --------------- ------------------ ----------- -------- Common Stock of GTE Corporation 18,936,000 100% GTE South One Stamford Forum shares of Incorporated Stamford, record Connecticut 06904
(b) Security Ownership of Management as of December 31, 1993:
Common Stock of Name of Director or Nominee No director GTE Corporation Kent B. Foster 168,299 or nominee or Thomas W. White 83,071 executive Michael B. Esstman 54,051 officer owns Gerald K. Dinsmore 18,503 as much as Richard M. Cahill 37,188 1/10 of ------- 1 percent 361,112 =======
Executive Officers(1)(2) Gerald K. Dinsmore 18,503 C. Sumpter Logan 33,072 Charles C. Merritt 8,032 Stephen A. Inkrott 21,102 Kent B. Foster 168,299 ------- 249,008 =======
All directors and executive Represents officers as a group(1)(2) 782,371 less than 1/10 ======= of 1 percent of outstanding common stock.
- ---------- (1) Includes shares acquired through participation in GTE's Consolidated Employee Stock Ownership Plan and/or the GTE Savings Plan.
(2) Included in the number of shares beneficially owned by Messrs. Dinsmore, Logan, Merritt, Inkrott and Foster and all directors and executive officers as a group are 16,798; 15,966; 7,300; 13,232; 115,583; and 528,655 shares, respectively, which such persons have the right to acquire within 60 days pursuant to stock options.
(c) There were no changes in control of the Company during 1993.
Item 13.

Item 13. Certain Relationships and Related Transactions
The Company`s executive officers or directors were not materially indebted to the Company or involved in any material transaction in which they had a direct or indirect material interest.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements - Reference is made to the Registrant's Annual Report to Shareholders, pages 5 - 25 for the year ended December 31, 1993, incorporated herein and filed as Exhibit 13.
Report of Independent Public Accountants.
Balance Sheets - December 31, 1993 and 1992.
Statements of Income for the years ended December 31, 1993-1991.
Statements of Reinvested Earnings for the years ended December 31, 1993-1991.
Statements of Cash Flows for the years ended December 31, 1993-1991.
Notes to Financial Statements.
(2) Financial Statement Schedules - Included in Part IV of this report for the years ended December 31, 1993-1991:
Page(s) ------- Report of Independent Public Accountants 21
Schedules:
V - Property, Plant and Equipment 22-24
VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment 25
VIII - Valuation and Qualifying Accounts 26
X - Supplementary Income Statement Information 27
Note: Schedules other than those listed above are omitted as not applicable, not required, or the information is included in the financial statements or notes thereto.
(3) Exhibits - Included in this report or incorporated by reference.
3-1* Restated Articles of Incorporation dated August 24, 1990.(Exhibit 3-1 of the 1989 Form 10-K, File No. 2-36292).
3-2* Amended By-Laws, effective January 1, 1988, File No. 2-36292.
4-1* Indenture of Mortgage and Deed of Trust dated November 1, 1947, as supplemented by the Thirty-First Supplemental Indenture dated September 15, 1989, File No. 33-17141 and the Thirty-Second Supplemental Indenture dated June 15, 1990, File No. 33-35027.
4-2* Indenture dated as of October 1, 1992 between GTE South Incorporated and Chemical Bank Trustee as supplemented by the First Supplemental Indenture dated as of November 15, 1992, File No. 33-53348.
10* Salary Continuation Arrangements in the Event of a Change in Control, File No. 2-36292.
13 Annual Report to Shareholders for the year ended December 31, 1993, filed herein as Exhibit 13.
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the fourth quarter of 1993.
* Denotes exhibits incorporated herein by reference to previous filings with the Securities and Exchange Commission as designated.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To GTE South Incorporated:
We have audited in accordance with generally accepted auditing standards, the financial statements included in GTE South Incorporated's annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 28, 1994. Our report on the financial statements includes an explanatory paragraph with respect to the change in the method of accounting for income taxes in 1992 as discussed in Note 1 to the financial statements. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed under Item 14 are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO. Dallas, Texas January 28, 1994.
GTE SOUTH INCORPORATED
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Thousands of Dollars)
- ---------------------------------------------------------------------------- Column A Column B - ------------------ ---------------------------------------- Item Charged to Operating Expenses - ---------------------------------------------------------------------------- 1993 1992 1991 ---------- ---------- ---------- Maintenance and repairs $ 149,645 $ 145,448 $ 160,163 ========== ========== ========== Taxes, other than payroll and income, are as follows:
Real and personal property $ 24,353 $ 23,879 $ 22,870 State gross receipts 4,425 4,240 3,691 Other 3,969 4,167 4,265 Portion of above taxes charged to plant and other accounts (2,977) (3,258) (2,901) ---------- ---------- ---------- Total $ 29,770 $ 29,028 $ 27,925 ========== ========== ==========
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 March 21, 1994 By EARL A. GOODE --------------------- -------------------------- EARL A. GOODE President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
EARL A. GOODE President and Director March 21, 1994 - ------------------------ (Principal Executive Officer) EARL A. GOODE
GERALD K. DINSMORE Senior Vice President - Finance March 21, 1994 - ------------------------ and Planning and Director GERALD K. DINSMORE (Principal Financial Officer)
WILLIAM M. EDWARDS, III Controller March 21, 1994 - ------------------------ (Principal Accounting Officer) WILLIAM M. EDWARDS, III
RICHARD M. CAHILL Director March 21, 1994 - ------------------------ RICHARD M. CAHILL
MICHAEL B. ESSTMAN Director March 21, 1994 - ------------------------ MICHAEL B. ESSTMAN
KENT B. FOSTER Director March 21, 1994 - ------------------------ KENT B. FOSTER
THOMAS W. WHITE Director March 21, 1994 - ------------------------ THOMAS W. WHITE