Back to GetFilings.com











UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required}

For the fiscal year ended December 31, 1993
---------------------------------------------------

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 19334 [Fee Required]

For the transition period from _______________________ to ___________________


Commission File Number 1-3090
-------------------------------------------------------



GTE FLORIDA INCORPORATED
- -----------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


FLORIDA 59-0397520
- -------------------------------------- ----------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

One Tampa City Center, Tampa, Florida 33602
- --------------------------------------------- -----------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code 813-224-4011
---------------------------

Securities registered pursuant to Section 12(b) of the Act:



NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH WAS REGISTERED
- -------------------------------------- ----------------------------------
$1.30 CUMULATIVE PREFERRED, SERIES B NEW YORK STOCK EXCHANGE
$1.25 CUMULATIVE PREFERRED NEW YORK STOCK EXCHANGE
8.16% CUMULATIVE PREFERRED NEW YORK STOCK EXCHANGE
FIRST MORTGAGE BONDS-7 1/2%-SERIES O AMERICAN STOCK EXCHANGE
- -------------------------------------- ----------------------------------

Securities registered pursuant to Section 12(g) of the Act:

NONE
- -----------------------------------------------------------------------------
(TITLE OF CLASS)

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO
THIS FORM 10-K. _____

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 23,400,000 SHARES OF $25 PAR VALUE COMMON STOCK OUTSTANDING AT
FEBRUARY 28, 1994.

DOCUMENT INCORPORATED BY REFERENCE

ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1993
(INCORPORATED IN PARTS I AND II).


TABLE OF CONTENTS

Item Page
- ----- ----
PART I

1. Business 1

2. Properties 3

3. Legal Proceedings 4

4. Submission of Matters to a Vote of Security Holders 4

PART II

5. Market for the Registrant's Common Equity and Related
Shareholder Matters 5

6. Selected Financial Data 5

7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5

8. Financial Statements and Supplementary Data 5

9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 5

PART III

10. Directors and Executive Officers of the Registrant 6

11. Executive Compensation 11

12. Security Ownership of Certain Beneficial Owners and
Management 17

13. Certain Relationships and Related Transactions 18

PART IV

14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 19




PART I

Item 1. Business

GTE Florida Incorporated (the Company) (formerly General Telephone Company of
Florida, formerly Peninsular Telephone Company) was incorporated on June 20,
1901, as a corporation for profit pursuant to the general corporation laws of
the state of Florida. The Company is a wholly-owned subsidiary of GTE
Corporation (GTE).

The Company has a wholly-owned subsidiary, GTE Communications Corporation
(GTECC). In 1989, the assets of another subsidiary, GTE Ventures (GTEV), were
sold to affiliated companies at net book value. GTECC contains the majority
of the Company's nonregulated operations including the provision of terminal
equipment to business and residential customers, cellular mobile phones and
other nonregulated telecommunication services.

The Company provides local telephone service within its franchise area 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 Florida
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 carrier. 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 has grown steadily from 1,623,994 on January 1, 1989 to
1,978,220 on December 31, 1993.

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 $ 537,446 $ 498,151 $ 450,489
% of Total Revenues 44% 40% 37%

Network Access Services $ 406,244 $ 425,860 $ 419,628
% of Total Revenues 34% 34% 34%

Long Distance Services $ 74,646 $ 110,101 $ 161,412
% of Total Revenues 6% 9% 13%

Equipment Sales and Services $ 91,536 $ 89,436 $ 92,267
% of Total Revenues 8% 7% 7%

Other $ 101,243 $ 130,993 $ 105,483
% of Total Revenues 8% 10% 9%



At December 31, 1993, the Company had 8,210 employees, both bargaining and
non-bargaining unit members. In 1993, an agreement was reached on one
contract with the international Brotherhood of Electrical Workers (IBEW).
During 1994, there are no contracts which 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 Florida Public Service Commission
(FPSC) as to its intrastate business operations and the Federal Communications
Commission (FCC) as to its interstate business operations. Information
regarding the Company's activities with the various regulatory agencies and
revenue arrangements with other telephone companies can be found in Note 10 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.

In 1993, GTE also continued to make progress in advanced telecommunications
technology. In Tampa, Florida, GTE concluded the largest market trial of
residential personal communication services (PCS) in the United States. The
knowledge and experience gained during this trial will enhance GTE's ability
to compete in this emerging market. 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 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. Legislative activity to change the Florida regulatory scheme is
expected to evolve within the next year. The Company is continuing to pursue
favorable pricing arrangements through the FPSC.

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.

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
Florida.

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. Properties

The Company's property consists of network facilities (82%), company
facilities (13%), customer premises equipment (1%) and other (4%). From
January 1, 1989 to December 31, 1993, the Company made gross property
additions of $1.5 billion and property retirements of $1.3 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. 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. Submission of Matters to a Vote of Security Holders

None.


PART II


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. Selected Financial Data

Reference is made to the Registrant's Annual Report to Shareholders, page 28,
for the year ended December 31, 1993, incorporated herein and filed as Exhibit
13.


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 24
to 27, for the year ended December 31, 1993, incorporated herein and filed as
Exhibit 13.


Item 8. Financial Statements and Supplementary Data

Reference is made to the Registrant's Annual Report to Shareholders, pages 5
to 22, for the year ended December 31, 1993, incorporated herein and filed as
Exhibit 13.


Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


PART III


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

Peter A. Daks 48 1994 State President - Florida; various
positions with GTE including Regional
Vice president-General Manager, Florida-
GTE South Area; Vice President-
Information Management, GTE Telephone
Operations; Assistant Vice President-
Business Systems Planning at GTE Service
Corporation in Stamford, CT; Vice
President-Information Management and
Information Management; Director-GTE
Southeast and Manager-System Development
at GTE Products Corporation.

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 Marsha Lewis
Brown, Raleigh W. Greene, Mia C. Hardcastle, A. Lamar Matthews Jr., Richard D.
Pope, Jr., T. Terrell Sessums, Jan E. Smith and Gus A. Stavros.



b. Identification of Executive Officers

Year Assumed
Present
Name Age Position Position with Company
- ---------------------- --- ------------ ----------------------------

Peter A. Daks (1) 48 1994 President
James D. Bennett (2) 48 1994 State Vice President - Sales
M. Michael Foster (3) 50 1994 State Vice President -
Operations
Fassil Gabremariam (4) 49 1994 State Vice President - Finance
Donald W. McLeod (5) 53 1994 State Vice President -
External Affairs
Marceil Morrell (6) 44 1994 State Vice President - General
Counsel
David H. Richter (7) 44 1994 State Vice President - Human
Resources
Charles J. Somes (8) 48 1994 Secretary

Position with
GTE Telephone Operations (9)
-----------------------------
Kent B. Foster 50 1989 President
Michael B. Esstman (10) 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 (1) 44 1993 Senior Vice President -
Finance and Planning
Robert C. Calafell (11) 52 1993 Vice President - Video
Services
A. T. Jones 54 1992 Vice President - International
Brad M. Krall (12) 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 (13) 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) Peter A. Daks, previously Regional Vice President - General
Manager/Florida, was appointed President for GTE Florida Inc. replacing
Gerald K. Dinsmore who was appointed Senior Vice President - Finance and
Planning for GTE Telephone Operations effective March 7, 1994, replacing
John L. Hume who retired.

(2) James D. Bennett, previously Area Vice President - Sales, was appointed
State Vice President - Sales effective March 7, 1994.

(3) M. Michael Foster, previously Regional Vice President - General
Manager - Michigan, was appointed State Vice President - Operations
replacing Peter A. Daks who was appointed President.

(4) Fassil Gabremariam, previously Area Vice President - Finance was
appointed State Vice President - Finance effective March 7, 1994.

(5) Donald W. McLeod was appointed State Vice President - External Affairs
replacing Bruce M. Holmberg who retired and Jorge Jackson who was
appointed Area Vice President - Public Affairs - West.

(6) Marceil Morrell was appointed State Vice President - General Counsel
replacing James V. Carideo who retired effective March 7, 1994.

(7) David H. Richter was appointed State Vice President - Human Resources
replacing Margaret B. Haight who was appointed State Vice President -
General Manager - Kentucky for GTE South Incorporated effective March 7,
1994.

(8) Charles J. Somes was appointed Secretary replacing Jerry L. Austin who
retired effective March 7, 1994.

(9) Position is with, and duties are performed at, the GTE Telephone
Operations Headquarters in Irving, Texas.

(10) Michael B. Esstman was appointed Executive Vice President - Operations
effective April 25, 1993 replacing Charles A. Crain who retired on
April 1, 1993.

(11) Robert C. Calafell was appointed Vice President - Video Services
effective March 28, 1993.

(12) Brad M. Krall was appointed Vice President - Centralized Services
effective November 7, 1993.

(13) 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. Stephen A. Inkrott accepted
a position with GTE Telephone Operations as Assistant Vice President - Network
Planning.


The Federal securities laws require the Company's directors and executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in
ownership of any equity securities of the Company.

To the Company's knowledge, none of the persons subject to these reporting
requirements filed the required initial statement of beneficial ownership
of securities on a timely basis, but the Company has determined that each
of its current directors and executive officers is in the process of
completing this filing. All of the Company's common stock is owned by GTE
and, to the Company's knowledge, none of South directors or executive
officers currently owns, or has ever owned, any shares of the Company's
registered preferred stock.




Item 11. Executive Compensation

Executive Compensation Tables

The following tables provide information about executive compensation.


SUMMARY COMPENSATION TABLE

The following table sets forth information about the compensation of the Chief
Executive Officer and each of the other four most highly compensated
executive officers of the Company for services in all capacities to the
Company and its subsidiary.


Long-Term Compensation
----------------------
Annual Compensation(2) Awards Payments
------------------------------------- ------------------ --------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Reserved
Name and Principal Other Annual Stock Options LTIP All Other
Position in Group(1) Year Salary($)(1) Bonus($) Compensation($) Awards(#) SARs(#) Payments($) Compensations($)(4)
- -------------------- ---- --------- -------- --------------- --------- ------- ----------- -------------------

Gerald K. Dinsmore (3) 1993 96,517 93,726 56,499 -- 14,500 6,704 2,107
President 1992 30,250 29,140 317 -- 16,200 -- 815

Peter A. Daks 1993 155,039 71,300 3,037 -- 7,300 -- 4,651
Regional Vice President - 1992 148,419 92,200 1,564 -- -- -- 4,453
General Manager/Florida 1991 126,132 87,000 1,546 -- 5,300 -- 4,038

Kent B. Foster 1993 59,621 54,765 2,897 -- 58,800 12,061 670
President 1992 54,341 63,491 1,064 -- -- 19,765 692
GTE Telephone Operations 1991 46,695 63,119 3,615 -- 133,300 26,335 682

Stephen A. Inkrott 1993 71,065 33,432 2,469 -- 4,900 -- 2,132
Area Vice President - 1992 69,410 41,508 10,249 -- 5,500 -- 2,082
General Manager 1991 39,503 21,442 11,362 -- 5,300 -- 1,082

Fassil Gabremariam 1993 66,924 19,162 464 -- 2,700 -- 2,008
Area Vice President - 1992 65,833 25,256 890 -- -- -- 1,975
Finance 1991 70,666 31,127 611 -- 3,000 -- 785


- ----------
(1) Individual was an officer for GTE Florida Incorporated at December 31, 1993.

(2) Annual Compensation represents the Company's pro rata share of salaries,
bonuses and other annual compensation. Total annual cash compensation for
Messrs. Dinsmore, Daks, Foster, Inkrott and Gabremariam, for whom allocated
amounts are shown above, is $544,684, $229,376, $1,129,356, $236,127 and
$191,060 for 1993, respectively.

(3) Mr. Dinsmore became president in October 1992.

(4) All other compensation includes Company contributions to defined
contribution plans.



OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table shows all grants of options to the named executive officers
of the Company in 1993. Pursuant to Securities and Exchange Commission (the
SEC) rules, the table also shows the value of the options granted at the end of
the option terms (ten years) if the stock price were to appreciate annually by
5% and 10%, respectively. There is no assurance that the stock price will
appreciate at the rates shown in the table. The table also indicates that if
the stock price does not appreciate, there will be no increase in the potential
realizable value of the options granted.

Potential Realizable Value at
Assumed Annual Rate of Stock
Price Appreciation For
Individual Grants(1) Option Term
----------------------------------------------------------- --------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Percent of
Total Options/
SARs Granted Exercise
to All GTE Or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/SH) Date 0% 5% 10%
- -------------------- ------------ -------------- ---------- ------------- ------- ---------- ----------

Gerald K. Dinsmore 14,500 0.73% $35.0625 2/15/03 $0 $ 319,734 $ 810,269
Peter A. Daks 4,900 0.25 35.0625 2/15/03 0 108,048 273,815
2,400 0.12 30.1250 10/10/03 0 57,544 145,827
Kent B. Foster 48,400 2.42 35.0625 2/15/03 0 1,067,249 2,704,621
10,400 0.52 37.6250 10/12/03 0 246,087 623,632
Stephen A. Inkrott 4,900 0.25 35.0625 2/15/03 0 108,048 273,815
Fassil Gabremariam 2,700 0.14 35.0625 2/15/03 0 69,607 150,878

- ----------
(1) Under the Long-Term Incentive Plan, options are presently granted with
tandem stock appreciation rights ("SARs"). One-third of these grants vest
annually commencing one year after the date of grant.






AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table provides information as to options and stock appreciation
rights exercised by each of the named executive officers of the Company during
1993 and the value of options and stock appreciation rights held by such
officers at year-end measured in terms of the closing price of GTE Common Stock
on December 31, 1993.



(a) (b) (c) (d) (e)
Value of Unexercised
Shares Number of Unexercised In-the-Money Options/SARs
Acquired Value Options/SARs at FY-End At FY-End($)
Name On Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ -------------- ----------- ----------- ------------- ----------- -------------

Gerald K. Dinsmore 0 $ 0 9,732 27,468 $ 24,328 $ 27,947
Peter A. Daks 0 0 3,533 9,067 11,201 5,632
Kent B. Foster 70,517 1,447,800 99,450 125,450 341,551 212,447
Stephen A. Inkrott 0 0 9,788 10,334 85,426 15,403
Fassil Gabremariam 0 0 5,800 3,700 47,776 3,188



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, Daks 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.



Estimated Future Payouts
Under Non-Stock Price Based Plans(1)
------------------------------------
(a) (b) (c) (d) (e) (f)
Performance
Number of Or Other
Shares, Units Period Until
Or Other Maturation
Name Rights Or Payout Threshold(2) Target(3) Maximum(5)
- ---------------------- ------------- ------------ ------------ --------- ----------

Gerald K. Dinsmore (4) 2,000 3 Years 468 2,341
Peter A. Daks 0 N/A 0 0
Kent B. Foster (6) 6,100 3 Years 1,428 7,139
670 2 Years 149 743
326 1 Year 69 343
1,620 26 Months 365 1,827
854 14 Months 183 913
119 2 Months 24 121
Stephen A. Inkrott 0 N/A 0 0
Fassil Gabremariam 0 N/A 0 0

- ----------
(1) It is not possible to predict future dividends and, accordingly, estimated
Common Stock Unit accruals in this table are calculated for illustrative
purposes only and are based upon the dividend rate and price of GTE Common
Stock at the close of business on December 31, 1993. The target award is
the dollar amount derived by multiplying the Common Stock Unit balance at
the end of the award cycle by the price of GTE Common Stock.

(2) The level of average ROE during the cycle which represents minimum
acceptable performance and which, if attained, results in payment of 20% of
the target award. Below the minimum acceptable performance level, no award
is earned.

(3) The average ROE target during the cycle which represents outstanding GTE
performance and which, if attained, results in payment of 100% of the target
award.

(4) Mr. Dinsmore's Common Stock Unit Grants are prorated awards for the 1992-
1994 and 1991-1993 performance periods, respectively, made to him when he
was promoted to Area President - South.

(5) This column has intentionally been left blank because it is not possible to
determine the maximum award until the award cycle has been completed. The
maximum amount of the award is limited by the amount the actual ROE exceeds
the targeted ROE. If GTE's average ROE during the cycle exceeds the
performance target, additional bonuses may be earned according to the
following schedule:

Performance Increment Above Added Percentage
Maximum ROE Performance Target to Maximum Awards
------------------------------- -----------------
First and Second 0.1% +2%
Third and Fourth 0.1% +3%
Fifth and above 0.1% +4%

For example, if average ROE performance exceeds the ROE target by 0.5%, the
performance bonus will equal 114% of the target award.

(6) The award of 6,100 units to Mr. Foster represents the grant for the 1993 -95
performance period made while he was President - GTE Telephone Operations.
The other grants shown are incremental, prorated awards made when his
position was reclassified and when he was promoted to Vice Chairman - GTE
Corporation, as well as President - GTE Telephone Operations and apply to
the original targets under the 1993-95, 1992-94 and 1991-93 performance
periods.



Executive Agreements

GTE has entered into agreements (the Agreements) with Messrs. Dinsmore, Daks 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, Daks 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, Daks, Foster, Inkrott and Gabremariam are 18, 14, 23, 28 and 20,
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,
Daks, Foster, Inkrott and Gabremariam 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
of renumeration, as such, for services on the Board.


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 23,400,000 100%
GTE Florida One Stamford Forum shares of
Incorporated Stamford, Connecticut record
06904

(b) Security Ownership of Management as of December 31, 1993:

Common Stock of Name of Director or Nominee (1)
GTE Corporation ------------------------------- No director
Kent B. Foster 168,299 or nominee or
Thomas W. White 83,071 executive
Michael B. Esstman 54,051 officer owns
Richard M. Cahill 37,188 as much as
Gerald K. Dinsmore 18,503 1/10 of
Peter A. Daks 9,606 1 percent
-------
370,718
=======
Executive Officers(1)(2)
------------------------
Gerald K. Dinsmore 18,503
Peter A. Daks 9,606
Kent B. Foster 168,299
Stephen A. Inkrott 21,102
Fassil Gabremariam 15,733
-------
233,243
=======

All directors and executive Represents
officers as a group(1)(2) 743,055 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,
Daks, Foster, Inkrott and Gabremariam and all directors and executive
officers as a group are 16,798; 5,166; 115,583; 13,232; 6,500; and
509,655 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. 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. 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 - 22, for the year ended December 31,
1993, incorporated herein and filed as Exhibit 13.

Report of Independent Public Accountants.

Consolidated Balance Sheets - December 31, 1993 and 1992.

Consolidated Statements of Income for the years ended December 31,
1993-1991.

Consolidated Statements of Reinvested Earnings for the years ended
December 31, 1993-1991.

Consolidated Statements of Cash Flows for the years ended December 31,
1993-1991.

Notes to Consolidated 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 May 1, 1989 (Exhibit
3-2 of 1989 Form 10-K, File No. 1-3090).


3-2* By-Laws (Exhibit 3-2, File No. 2-52735).

4* Indenture with Index, dated November 1, 1950, between the Company
and Chemical Bank and NCNB National Bank of Florida (formerly
Exchange Bank and Trust Company of Florida), Trustees, as
supplemented by 28 Supplemental Indentures (Exhibits 1 and 2, File
No. 1-3090; Exhibit 4(e), File No. 2-10839; Exhibit 4(f), File No.
2-11521; Exhibit 4-18a, File No. 2-13958; Exhibit 4-21, File No.
2-14633; Exhibit 2-3, File No. 2-16152; Exhibits 2-3 and 2-4, File
No. 2-23625; Exhibits 2-3 and 2-4, File No. 2-27412; Exhibit 2-3,
File No. 2-30311; Exhibit 4-3, File No. 2-39215; Exhibit 2-3, File
No. 2-45015; Exhibit 2-3, File No. 2-49304; Exhibit 4-3, File No.
2-51282; Exhibits 4-3 and 4-4, File No. 2-52735; Exhibit 2-3, File
No. 2-57428; Exhibits 2-3, 2-4, and 2-5, File No. 2-68285; Exhibit
20 of the 1980 Form 10-K, File No. 1-3090; Exhibit 15, File No.
33-4557; and File No. 33-20998).

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 Florida Incorporated:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in GTE Florida Incorporated and
subsidiary'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 consolidated 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 consolidated 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 FLORIDA INCORPORATED AND SUBSIDIARY

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

FOR THE YEAR ENDED DECEMBER 31, 1993
(Thousands of Dollars)

- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
---------------------- ------------ ----------- ----------- ---------- ----------
Other
Balance at Retirements Debits or Balance at
Beginning Additions or Sales (Credits) Close of
Classification of Year at Cost (Note 1) (Note 2) Year
- ----------------------------------------------------------------------------------------------------------------

TELEPHONE PLANT, stated at original cost:
Land $ 21,158 $ 648 $ -- $ 936 $ 22,742
Buildings 222,829 9,825 5,711 (4,865) 222,078
Central office equipment 1,273,685 128,081 70,975 390 1,331,181
Station apparatus 50,080 4,469 2,340 (111) 52,098
Cable/underground conduit, etc. 1,668,229 96,844 16,534 1,904 1,750,443
Furniture and office equipment 158,506 25,945 (912) -- 185,363
Vehicles and other work equipment 64,403 3,811 1,711 158 66,661
Telephone plant under construction 54,884 (4,523) -- -- 50,361
---------- -------- ------- -------- ----------
Total Telephone Plant 3,513,774 265,100 96,359 (1,588) 3,680,927

NONREGULATED PLANT 80,328 10,833 2,318 (98) 88,745
---------- -------- ------- -------- ----------
Total Property, Plant and Equipment $3,594,102 $275,933 $98,677 $ (1,686) $3,769,672
========== ======== ======= ========= ==========

- ----------
NOTES:

(1) All retirements or sales in Column D were charged to accumulated
depreciation (Schedule VI, Note 2).

(2) Represents adjustments to the reserve in 1993 due to the adoption of SFAS
No. 109 and transfers in accordance with FCC Docket No. 86-111.





GTE FLORIDA INCORPORATED AND SUBSIDIARY

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

FOR THE YEAR ENDED DECEMBER 31, 1992
(Thousands of Dollars)


- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
---------------------- ------------ ----------- ----------- ---------- ----------
Other
Balance at Retirements Debits or Balance at
Beginning Additions or Sales (Credits) Close of
Classification of Year at Cost (Note 1) (Note 2) Year
- ----------------------------------------------------------------------------------------------------------------

TELEPHONE PLANT, stated at original cost:
Land $ 15,121 $ 6,037 $ -- $ -- $ 21,158
Buildings 213,709 11,189 2,280 211 222,829
Central office equipment 1,133,201 200,712 72,832 12,604 1,273,685
Station apparatus 46,665 3,935 1,020 500 50,080
Station connections 1 (1) -- -- --
Cable/underground conduit, etc. 1,589,290 113,682 45,295 10,552 1,668,229
Furniture and office equipment 143,116 20,144 5,317 563 158,506
Vehicles and other work equipment 64,846 1,693 1,986 (150) 64,403
Telephone plant under construction 169,584 (114,700) -- -- 54,884
Property held for future telephone use 820 (821) -- 1 --
---------- -------- ------- ------- ----------
Total Telephone Plant 3,376,353 241,870 128,730 24,281 3,513,774

NONREGULATED PLANT 84,054 11,206 15,206 274 80,328
---------- -------- -------- ------- ----------
Total Property, Plant and Equipment $3,460,407 $253,076 $143,936 $24,555 $3,594,102
========== ======== ======== ======= ==========

- ----------
NOTES:

(1) All retirements or sales in Column D were charged to accumulated
depreciation (Schedule VI, Note 2).

(2) Represents adjustments to the reserve in 1992 due to adoption of SFAS No.
109 and transfers in accordance with FCC Docket No. 86-111.




GTE FLORIDA INCORPORATED AND SUBSIDIARY

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

FOR THE YEAR ENDED DECEMBER 31, 1991
(Thousands of Dollars)


- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
---------------------- ------------ ----------- ----------- ---------- ----------
Other
Balance at Additions Retirements Debits or Balance at
Beginning at Cost or Sales (Credits) Close of
Classification of Year (Note 1) (Note 2) (Note 3) Year
- ----------------------------------------------------------------------------------------------------------------

TELEPHONE PLANT, stated at original cost:
Land $ 18,508 $ 2,699 $ -- $ (6,086) $ 15,121
Buildings 201,618 15,545 3,796 342 213,709
Central office equipment 1,149,723 137,666 154,174 (14) 1,133,201
Station apparatus 53,463 2,296 9,094 -- 46,665
Station connections 207,252 -- 207,251 -- 1
Cable/underground conduit, etc. 1,531,170 134,631 76,511 -- 1,589,290
Furniture and office equipment 132,545 11,825 1,315 61 143,116
Vehicles and other work equipment 63,748 6,258 5,120 (40) 64,846
Telephone plant under construction 189,221 (19,656) -- 19 169,584
Property held for future telephone use 1,090 -- -- (270) 820
---------- -------- ------- ------- ----------
Total Telephone Plant 3,548,338 291,264 457,261 (5,988) 3,376,353

NONREGULATED PLANT 114,287 8,764 38,610 (387) 84,054
---------- -------- --------- ------- ----------
Total Property, Plant and Equipment $3,662,625 $300,028 $ 495,871 $ (6,375) $3,460,407
========== ======== ========== ========= ==========

- ----------
NOTES:

(1) Reconciliation of capital expenditures disclosed in Consolidated
Statements of Cash Flows:

Capital expenditures per Consolidated
Statements of Cash Flows $293,653
Prior-year adjustments 6,375
--------
Total adjustments per Column C above $300,028
========
(2) Represents: Retirements or sales charged to accumulated
depreciation (Schedule VI, Note 2) $495,865
Other 6
--------
$495,871
========
(3) Primarily represents prior-year adjustments and transfers in accordance with
FCC Docket No. 86-111.




GTE FLORIDA INCORPORATED AND SUBSIDIARY

SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Thousands of Dollars)


- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
---------------------- ------------ ----------- ----------- ---------- ----------
Additions
Balance at Charged to Retirements Other Balance at
Beginning Income or Sales Changes Close of
Description of Year (Note 1) (Note 2) (Note 3) Year
- ----------------------------------------------------------------------------------------------------------------

Accumulated depreciation
and amortization for
the year ended:

December 31, 1993 $1,037,071 $262,923 $ 98,677 $3,972 $1,205,289
========== ======== ======== ====== ==========
December 31, 1992 $ 923,231 $250,680 $143,936 $7,096 $1,037,071
========== ======== ======== ====== ==========
December 31, 1991 $1,162,810 $249,918 $495,865 $6,368 $ 923,231
========== ======== ======== ====== ==========

- ----------
NOTES:

(1) Reference is made to Note 1 of Notes to Consolidated Financial
Statements with respect to depreciation policy: 1993 1992 1991
-------- -------- --------
Total as shown in Consolidated Statements of Income $261,562 $252,725 $250,066
General office allocations -- (530) --
Other 1,361 (1,515) (148)
-------- -------- --------
Total as shown above $262,923 $250,680 $249,918
======== ======== ========

(2) Represents: Retirements or sales were credited to
property, plant and equipment (Schedule V) $ 98,677 $143,936 $495,871
Other -- -- (6)
-------- -------- --------
Total as shown above $ 98,677 $143,936 $495,865
======== ======== ========

(3) Represents: Salvage $ 14,793 $ 10,663 $ 19,793
Removal costs (11,965) (11,125) (15,214)
Other 1,144 7,558 1,789
-------- -------- --------
Total as shown above $ 3,972 $ 7,096 $ 6,368
======== ======== ========




GTE FLORIDA INCORPORATED AND SUBSIDIARY

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Thousands of Dollars)

- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
---------------------- ------------ -------------------------- ---------- ----------
Additions
--------------------------
Charged Deductions
Balance at Charged to Other from Balance at
Beginning to Accounts Reserves Close of
Description of Year Income (Note 1) (Note 2) Year
- ----------------------------------------------------------------------------------------------------------------

Allowance for uncollectible accounts
for the year ended:

December 31, 1993 $19,184 $37,309 $26,340 $57,604 $25,229
======= ======= ======= ======= =======
December 31, 1992 $ 8,050 $33,479 $28,606 $50,951 $19,184
======= ======= ======= ======= =======
December 31, 1991 $ 4,163 $16,092 $16,583 $28,788 $ 8,050
======= ======= ======= ======= =======

- ----------
NOTES:

(1) Recoveries of previously written-off amounts.

(2) Charges for purpose for which reserve was created. Represents write-offs of
receivable accounts.




GTE FLORIDA INCORPORATED AND SUBSIDIARY

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 $211,504 $188,653 $217,290
======== ======== ========
Taxes, other than payroll and
income taxes, are as follows:
Real and personal property $ 46,402 $ 41,012 $ 46,064
State gross receipts 15,944 15,961 12,793
Other 4,794 4,667 5,807
Portion of above taxes charged
to plant and other accounts (3,612) (4,006) (3,494)
-------- -------- --------
Total $ 63,528 $ 57,634 $ 61,170
======== ======== ========







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 FLORIDA INCORPORATED
-----------------------------------
(Registrant)




Date March 21, 1994 By PETER A. DAKS
-------------------- -------------------------------
PETER A. DAKS
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.


PETER A. DAKS President and Director March 21, 1994
- ----------------------- (Principal Executive Officer)
PETER A. DAKS


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