SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 1995. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission File Number 1-6654 THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY (Exact name of registrant as specified in its charter) Connecticut 06-0542646 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification organization) Number) 227 Church Street, New Haven, CT 06510 (Address of principal executive (Zip Code) offices) (203) 771-5200 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) 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 REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION, MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2). Form 10-Q - Part I The Southern New England Telephone Company PART I - FINANCIAL INFORMATION The Southern New England Telephone Company ("Telephone Company") is a wholly owned telephone operating subsidiary of the Southern New England Telecommunications Corporation ("Corporation") and has its principal executive office at 227 Church Street, New Haven, Connecticut 06510 (telephone number (203) 771-5200). The condensed financial statements on the following pages have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments of a normal recurring nature necessary for fair presentation for each period shown. The 1994 financial statements have been reclassified to conform to the current year presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Operating results for any interim periods, or comparisons between interim periods, are not necessarily indicative of the results that may be expected for full fiscal years. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Telephone Company's 1994 Annual Report on Form 10-K. Form 10-Q - Part I The Southern New England Telephone Company Condensed Statement of Income and Retained Earnings (Unaudited) For the 3 Months Ended For the 6 Months Ended June 30, June 30, Dollars in Millions 1995 1994 1995 1994 Revenues Local service $160.0 $154.3 $317.4 $306.3 Network access 93.0 88.4 184.5 175.2 Intrastate toll 66.5 75.9 135.6 154.9 Publishing and other 54.5 52.5 110.5 104.1 Total Revenues 374.0 371.1 748.0 740.5 Costs and Expenses Operating and maintenance 195.7 189.9 380.4 385.8 Depreciation and amortization 75.2 74.0 150.0 147.7 Taxes other than income 13.6 13.6 26.6 27.2 Total Costs and Expenses 284.5 277.5 557.0 560.7 Operating Income 89.5 93.6 191.0 179.8 Interest 13.2 13.4 26.4 27.5 Income Before Income Taxes 76.3 80.2 164.6 152.3 Income taxes 29.5 32.4 64.3 61.4 Net Income $ 46.8 $ 47.8 $ 100.3 $ 90.9 Retained Earnings, Beginning $669.5 $592.3 $648.0 $572.2 of Period Net income 46.8 47.8 100.3 90.9 Dividends declared to parent (29.5) (27.0) (61.5) (50.0) Retained Earnings, End $686.8 $613.1 $686.8 $613.1 of Period The accompanying notes are an integral part of these financial statements. Form 10-Q - Part I The Southern New England Telephone Company Condensed Balance Sheet Dollars in Millions, Except Per Share Amounts June 30, 1995 Dec. 31, 1994 (Unaudited) Assets Cash and temporary cash investments $ 55.1 $ 44.2 Accounts receivable, net of allowance for uncollectibles of $24.9 and $25.0, respectively 267.6 267.4 Materials and supplies 8.7 6.2 Prepaid publishing 38.6 39.0 Deferred income taxes 99.9 92.6 Prepaid taxes and other assets 25.4 11.2 Total Current Assets 495.3 460.6 Telephone plant, at cost 4,155.2 4,080.1 Less: Accumulated depreciation 1,637.5 1,539.2 Telephone Plant, net 2,517.7 2,540.9 Deferred charges and other assets 234.6 247.3 Total Assets $3,247.6 $3,248.8 Liabilities and Shareholder's Equity Accounts payable and accrued expenses $ 165.2 $ 181.6 Restructuring charge - current 162.0 145.5 Advance billings and customer deposits 44.0 42.3 Accrued compensated absences 34.1 34.1 Other current liabilities 81.4 72.7 Total Current Liabilities 486.7 476.2 Long-term debt 746.5 746.3 Deferred income taxes 453.0 458.6 Restructuring charge - long-term 59.5 114.4 Unamortized investment tax credits 39.4 42.9 Other liabilities and deferred credits 244.6 231.3 Total Liabilities 2,029.7 2,069.7 Common stock; $12.50 par value; 30,428,596 shares issued and 30,385,900 outstanding at each period end 380.4 380.4 Proceeds in excess of par value 152.1 152.1 Retained earnings 686.8 648.0 Less: Treasury stock 42,696 shares at (1.4) (1.4) each period end Total Shareholder's Equity 1,217.9 1,179.1 Total Liabilities and Shareholder's $3,247.6 $3,248.8 Equity The accompanying notes are an integral part of these financial statements. Form 10-Q - Part I The Southern New England Telephone Company Condensed Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, Dollars in Millions 1995 1994 Operating Activities Net income $ 100.3 $ 90.9 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 150.0 147.7 Effect of business restructuring (38.4) (29.6) Change in operating assets and liabilities, net (10.6) (50.4) Other, net 12.8 31.6 Net Cash Provided by Operating Activities 214.1 190.2 Investing Activities Cash expended for capital additions (142.5) (111.6) Other, net 1.3 (.5) Net Cash Used by Investing Activities (141.2) (112.1) Financing Activities Cash dividends (62.0) (45.0) Repayment of long-term debt - (240.0) Net Cash Used by Financing Activities (62.0) (285.0) Increase (decrease) in cash and temporary 10.9 (206.9) cash investments Cash and temporary cash investments at 44.2 214.5 beginning of period Cash and Temporary Cash Investments at $ 55.1 $ 7.6 End of Period Income Taxes Paid $ 58.0 $ 62.0 Interest Paid $ 26.5 $ 35.0 The accompanying notes are an integral part of these financial statements. Form 10-Q - Part I The Southern New England Telephone Company Notes To Financial Statements (Unaudited) Note 1: Income Taxes In the second quarter of 1995, new state income tax rates were signed into law to accelerate the reduction of rates originally enacted in 1993. The current state income tax rate of 11.25% will gradually decrease to 7.5% in 2000. In accordance with regulatory and tax accounting, the Telephone Company's regulatory and deferred tax assets and liabilities were appropriately adjusted for this change with no resulting impact to income tax expense. Note 2: Restructuring Charge In December 1993, the Telephone Company recorded a restructuring charge of $335.0 million before-tax, or $192.7 million after-tax, to provide for a comprehensive restructuring program. The program included costs to be incurred to facilitate employee separations involving approximately 2,400 employees. The charge also included: incremental costs of implementing appropriate reengineering solutions; designing and developing new processes and tools to continue the Telephone Company's provision of excellent service; and retraining of the remaining employees to help them meet the changing demands of customers. The original 1993 restructuring charge and costs incurred during 1994 are summarized as follows: Balance at Costs incurred Balance at Dollars in Millions Dec. 31, 1993 during 1994 Dec. 31, 1994 Employee separation costs $160.0 $38.6 $121.4 Process and systems reengineering 145.0 35.0 110.0 Exit and other costs 30.0 1.5 28.5 Total $335.0 $75.1 $259.9 The Telephone Company incurred restructuring costs in 1995 as follows: For the Three Months For the Six Months Dollars in Millions Ended June 30, 1995 Ended June 30, 1995 Employee separation costs $ 2.1 $ 4.0 Process and systems reengineering 20.2 33.9 Exit and other costs .2 .5 Total Costs Incurred $22.5 $38.4 Costs incurred for employee separations included payments for severance, unused compensated absences, health care continuation and employee retraining. Process and systems reengineering costs included incremental costs incurred in connection with the execution of numerous reengineering programs involving network operations, customer service, repair and support processes. Exit and other costs included expenses related to the initial phase of redesigning work space requirements due to downsizing. To date, the Telephone Company has implemented network operations, customer service, repair and support programs and developed new processes to substantially reduce the costs of business while significantly improving quality and customer service. The remaining employee separations will not be possible without the development and installation of these new processes which, among other things, will reduce or eliminate the current labor-intensive interfaces between the existing systems. Form 10-Q - Part I The Southern New England Telephone Company Notes To Financial Statements (Unaudited) Note 2: Restructuring Charge (continued) As of June 30, 1995, approximately 920 employees (570 management and 350 bargaining-unit employees, or 18.2% and 5.4% of the respective total workforce at the inception of the restructuring program) had left the Telephone Company under severance plans and retirement incentives. On April 21, 1995, the Connecticut Union of Telephone Workers ("CUTW") ratified a new contract which includes a voluntary "early-out offer" available to bargaining- unit employees [see Employee Relations]. The early-out offer provides enhanced pension benefits by adding six years to the age and the length of service of employees for purposes of determining pension and postretirement health care benefits eligibility. The employees will also have the option to select a pension distribution method (e.g., lump sum, monthly pension or a combination of both) at the time of separation. Approximately 2,600 bargaining-unit employees, or 41.4% of the total bargaining- unit workforce, accepted the early-out offer available during July 1995. The majority of the employee separations are expected to occur in the latter half of 1995. In certain cases, the Telephone Company may stagger separation dates through June 1996 to ensure that service to customers will not be adversely affected. Expected accumulated savings are dependent on the timing and mix of total employee separations and, based on original projections, are estimated to be $60 million, $90 million, and $110 million for 1995, 1996, and 1997, respectively. As a result of higher than expected response to the early-out offer, these estimated savings are currently being reassessed. Management continues to expect that savings will be substantially offset by costs related to the growth in business, the construction of I-SNET, a statewide information superhighway, and the cost of adding other employees with different skills. Cash expenditures for the restructuring program are estimated to be $120 million, $75 million, and $35 million in 1995, 1996, and 1997, respectively. The early-out offer will be funded primarily by the pension and postretirement plans. Incremental capital expenditures related to the restructuring program approximated $12 million for the first six months of 1995. These items have been recorded in property, plant and equipment and will result in increased depreciation expense in future years. The Telephone Company currently anticipates total incremental capital expenditures of approximately $60 million over the remaining life of the program. In order to maintain quality customer service while at the same time reengineer the business, the 1993 restructuring program is expected to extend into 1997, rather than be completed by 1996 as originally intended. It is also possible that shifts within reserve categories may occur. In addition, as a result of higher than expected response to the early-out offer, total employee separations under the restructuring program are expected to increase to approximately 3,700 employees from the original estimate of 2,400 employees. Management is in the process of evaluating whether an additional provision for employee separations is required. A final determination is expected to be made in the fourth quarter of 1995 when the majority of the affected employees are actually separated. Form 10-Q - Part I The Southern New England Telephone Company Notes To Financial Statements (Unaudited) Note 3: Litigation On June 14, 1995, a U.S. District Court decision was issued in favor of the Department of Labor against the Corporation and the Telephone Company. The decision held that the Corporation and the Telephone Company violated certain sections of the Fair Labor Standards Act and were liable for back wages and liquidated damages. A decision assessing the exact amount to be paid to employees is pending. The Corporation and the Telephone Company are appealing this decision. The Telephone Company has recorded a liability of $11.0 million as its anticipated cost of total damages for this and other litigation matters, which was charged to operating and maintenance expenses in the second quarter of 1995. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of six months ended June 30, 1995 vs. six months ended June 30, 1994 Revenues and Sales Local service revenues increased $11.1 million, or 3.6%, due primarily to growth experienced in access lines in service. Access lines in service grew 2.9% to approximately 2,041,000 at June 30, 1995 from approximately 1,984,000 at June 30, 1994. Also contributing to the increase in local service revenues was an increase in subscriptions to premium services, such as SmartLink[R]. In addition, revenues from maintenance of inside wiring for residence customers increased due to increased rates effective January 1995. Network access revenues, generated primarily from interstate and intrastate services, increased $9.3 million, or 5.3%. Interstate access revenues increased $4.4 million due primarily to an increase in interstate minutes of use of approximately 4%. Partially offsetting the impact of the increase in minutes of use was a decrease in interstate access tariff rates implemented on July 1, 1994, in accordance with the Telephone Company's 1994 annual Federal Communications Commission ("FCC") filing under price cap regulation. In addition, intrastate access revenues increased $4.9 million due mainly to an increase in intrastate minutes of use as a result of growth in competition for intrastate long-distance services. Intrastate toll revenues, which include revenues primarily from toll and WATS services, decreased $19.3 million, or 12.5%. Toll message revenues decreased $14.3 million due primarily to reduced intrastate toll rates and decreased volume. The decline in rates was attributable to the introduction of several discount calling plans in 1994 that provide competitive options to business and residence customers. Toll message volume decreased 3.8% primarily as a result of increased competition offset partially by the migration of customers from WATS services. WATS revenues decreased $3.6 million due primarily to lower message volume resulting from the shift to lower priced services and the impact of competition. Publishing and other revenues increased $6.4 million, or 6.1%. Publishing and other revenues include: directory advertising; billing and collections and other non-access services rendered on behalf of interexchange carriers; provision for the Telephone Company's uncollectible accounts receivable; and miscellaneous revenues. Other non-access services rendered on behalf of interexchange carriers and lower provision for uncollectible accounts receivable for the Telephone Company's residence, business and directory customers contributed to the increase in other revenues. Operating and Maintenance Operating and maintenance expenses are comprised primarily of employee-related costs, including wages and employee-benefit costs. Cost of services and general and administrative expenses represent the remaining portion of these expenses. Operating and maintenance expenses decreased $5.4 million, or 1.4%. Excluding an $11.0 million before-tax charge resulting primarily from a court ruling on the Telephone Company's labor practices, operating and maintenance expenses decreased $16.4 million, or 4.3%. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of six months ended June 30, 1995 vs. six months ended June 30, 1994 Employee-related costs increased approximately $3 million due primarily to a 5.0% wage rate increase for bargaining-unit employees effective October 1994 in accordance with the 1992 CUTW contract, and to a lesser extent, an average 4.0% salary increase for management employees effective April 1994. Also contributing to the increase in employee-related costs was an increase in overtime payments. The impact of a 1.7% decrease in the average work force partially offset these increases. Cost savings associated with the restructuring program are anticipated to continue as additional employee separations are expected to occur in the latter half of 1995 [see Note 2]. Operating and maintenance expenses, excluding employee-related costs and the litigation charge, decreased approximately $19 million. The decrease was due primarily to cost-containment efforts in areas such as contract services and publishing. Depreciation and Amortization Depreciation and amortization expense increased $2.3 million, or 1.5%. This increase was due primarily to revised depreciation rate schedules for the Telephone Company's intrastate plant, as approved by the Connecticut Department of Public Utility Control ("DPUC"), effective January 1, 1995. Higher levels of property, plant and equipment also contributed to the increase. Interest Expense Interest expense decreased $1.1 million, or 4.0% due primarily to a decrease in average debt outstanding of approximately $63 million. Income Taxes The combined federal and state effective tax rate for 1995 was 39.1% compared with 40.3% for 1994. The effective tax rate decreased due primarily to the recognition of an enacted state income tax credit related to personal property taxes paid on certain data processing equipment. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of balances as of June 30, 1995 vs. December 31, 1994 Deferred Charges, Leases and Other Assets Deferred charges, leases and other assets decreased $12.7 million due primarily to a decrease in the regulatory asset. This decrease was primarily the result of the change in state income tax rates. Accounts Payable and Accrued Expenses Accounts payable decreased $16.4 million due primarily to the timing of payments of accounts payable. Other Liabilities and Deferred Credits Other liabilities and deferred credits increased $13.3 million due primarily to an increase in the regulatory liability. This increase was primarily the result of the change in state income tax rates. Liquidity and Capital Resources The Telephone Company generated cash flows from operations of $214.1 million during the six months ended June 30, 1995 as compared with $190.2 million during the six months ended June 30, 1994. The primary use of corporate funds continued to be capital expenditures. For the six months ended June 30, 1995, cash outlays related to the Telephone Company's restructuring charge recorded in December 1993 amounted to $33.5 million. Substantially all of the expenditures related to incremental costs incurred for executing numerous reengineering programs during the first half of 1995. These expenditures were funded from cash flows from operations. Management anticipates that cash expenditures for the restructuring program will approximate $120 million, $75 million, and $35 million in 1995, 1996 and 1997, respectively, and will be funded from operations. The early-out offer will be funded primarily by the pension and postretirement plans. Competition On May 26, 1994, Public Act 94-83 ("Act") was enacted providing a new regulatory framework for the Connecticut telecommunications industry. The Act, which took effect on July 1, 1994, represents a broad strategic response to the changes facing the telecommunications industry in Connecticut based on the premise that broader participation in the Connecticut telecommunications market will be more beneficial to the public than will broader regulation. The Act opens Connecticut telecommunications services to full competition, including local phone service currently provided primarily by the Telephone Company, and encourages the DPUC to adopt alternative forms of regulation for telephone companies, including the Telephone Company's noncompetitive and emerging competitive services. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations The DPUC has conducted, and is conducting, a number of proceedings, in two phases, to implement the Act. In the competitive phase, the DPUC is addressing competition in the areas of: local exchange service; alternative operator services and customer owned coin operated telephone service; universal service and lifeline program policy issues; unbundling of local exchange carriers' ("LECs") local networks; and reclassification of LECs' products and services into competitive, emerging competitive and noncompetitive categories. During the alternative regulation phase, also underway, the Telephone Company submitted to the DPUC on June 19, 1995 an alternative regulation plan that will replace rate of return regulation with price regulation for non-competitive and emerging competitive services. The plan also indicates that the Telephone Company will not increase the price of local service before 1998. In addition, the alternative regulation phase will involve a complete financial review of the Telephone Company and will address cost of service, capital recovery and service standards. At this time, two telecommunication providers have been granted certificate of public convenience and necessity for local service. Two additional applications are pending before the DPUC. Local service competition is expected to begin by the end of 1995 under the framework resulting from the state regulation initiatives discussed below. Since the July 1, 1993 effective date of "10XXX" competition, over 65 telecommunications providers have received approval from the DPUC to offer "10XXX" or other competitive intrastate long- distance services. In addition, over 35 companies have filed for initial certificates of public convenience and necessity and are awaiting DPUC approval. Increasing competition in intrastate long-distance service and the Telephone Company's reduction in intrastate toll rates will continue to place significant downward pressure on the Telephone Company's intrastate toll revenues as will the implementation of intrastate equal access, which is required to be implemented for all dual preferred interexchange carrier capable switches no later than December 1, 1996. Since the introduction of "10XXX" competition, major carriers have increased their marketing efforts in Connecticut to sell intrastate long-distance services primarily to residential customers. In response to major carriers and other competitors' efforts, the Telephone Company has undertaken a number of initiatives. The Telephone Company remains focused on providing excellent customer service and quality products and has made several changes to its product lines. During the latter part of 1994 and the beginning of 1995, the Telephone Company added several new discount calling plans to its existing High Volume Discount Toll service offering. Additionally, the Telephone Company, working with its affiliate SNET America, realigned its discount and rate structures to provide the Connecticut customer with a seamless toll service product line which includes a discount structure that can be applied to intrastate, interstate and international calling each month. Management expects to see continued movement toward a fully competitive telecommunications marketplace, both on an interexchange and intraexchange basis. The Telephone Company's ability to compete is dependent upon regulatory reform that will allow pricing flexibility to meet competition and provide a level playing field with similar regulation for similar services and with reduced regulation to reflect an emerging competitive marketplace. The Act and regulatory proceedings that flow from it should produce a telecommunications marketplace in Connecticut that, by providing equal opportunity to all competitors, will work to benefit Connecticut consumers. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations Regulatory Matters State Regulation Initiatives On June 15, 1995, the Telephone Company filed a tariff with the DPUC to offer unbundled loops and ports and interconnection arrangements of loops and ports to certified local exchange providers ("CLECs"). These services provide CLECs with an opportunity to purchase individual local service functions to meet their local exchange certification requirements. A final DPUC decision and offering is expected by the latter part of 1995. On July 5, 1995, the Telephone Company filed a tariff with the DPUC to offer wholesale local service and certain related features. The service provides CLECs with an alternative to building facilities or constructing a ubiquitous network to meet their coverage obligations. A final DPUC decision and offering is expected by the latter part of 1995. Federal Regulation Initiatives The FCC adopted an interim plan in 1995 for interstate access rates requiring the LECs to adopt higher productivity targets into their rates. The interim plan requires LECs to chose from among three productivity factors (4.0%, 4.7% or 5.3%). These factors are subtracted from inflation-based price increases allowed each year to account for increasing productivity. If either the 4.0% or 4.7% factor is chosen, LECs must share 50% of earnings above a 12.25% rate of return. In addition, all earnings above 13.25% and 16.25%, respectively, will be returned. If the 5.3% factor is chosen, all earnings can be retained without sharing. In addition, companies are required to reinitialize their price cap index ("PCI") on a one-time downward basis of 0.7% for each year they elected the 3.3% factor up to a 2.8% maximum. The Telephone Company has maintained its selection of the 3.3% productivity factor each year since entering price cap regulation in 1991. Accordingly, the Telephone Company is required to reinitialize its PCI downward by 2.8%. A further notice will be issued to address price cap changes to respond to competition. On May 9, 1995, the Telephone Company filed its 1995 annual interstate access tariff filing under price cap regulation to become effective August 1, 1995. The Telephone Company elected a 4.0% productivity factor and will be allowed to earn up to a 12.25% interstate rate of return annually before any sharing mechanism is invoked. The filing, if approved by the FCC, is anticipated to decrease interstate network access revenues by approximately $10 million for the period August 1, 1995 to June 30, 1996. Management expects this decrease to be at least partially offset by increased demand. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations On March 9, 1995, the Telephone Company filed proposed tariffs with both the FCC and DPUC to establish rates for its market test of Video Dialtone ("VDT") trial service. Approval of these tariffs by the respective regulatory agencies will allow the Telephone Company to charge its customers for services in the West Hartford area and expanded trial area within Connecticut. The FCC recently limited its jurisdiction over VDT to the provision of transport of video communications that have been transmitted over radio waves or across state lines. Consequently, the Telephone Company filed a state tariff for video-on-demand, enhanced pay-per-view and broadcast services originating within the state. The Telephone Company's tariffs initially cover analog services based upon currently available technology. The Telephone Company intends to deploy digital equipment when technically feasible and economically reasonable. On June 28, 1995, the DPUC approved the Telephone Company's tariff for the VDT trial service. FCC approval is expected in the latter part of 1995. On April 28, 1995, the Telephone Company filed with the FCC an application to construct, operate, own, and maintain facilities used to provide commercial VDT service in the State of Connecticut. The proposed system, if approved, would be constructed over the next 15 years and would eventually reach all customers throughout the Telephone Company's service area. On January 19, 1994, the Telephone Company filed suit in the U.S. District Court ("Court") in New Haven requesting the Court find that the Cable Communications Policy Act of 1984 violates the Telephone Company's First and Fifth Amendment rights. On April 28, 1995, the Court ruled in favor of the Telephone Company, pending further court actions, by allowing the Telephone Company to provide in-territory cable programming and to own more than 5% of any company that provides cable programming in its local service area. Effects of Regulatory Accounting The Telephone Company gives accounting recognition to the actions of regulatory authorities where appropriate, as prescribed by Statement of Financial Accounting Standards ("SFAS") No. 71 "Accounting for the Effects of Certain Types of Regulation." Under SFAS No. 71, the Telephone Company records certain assets and liabilities because of actions of regulatory authorities. More significantly, amounts charged to operations for depreciation expense reflect estimated lives and methods prescribed by regulatory authorities rather than those consisting of useful and economic lives that might otherwise apply to unregulated enterprises. In the event that the Telephone Company no longer meets the criteria for following SFAS No. 71, the accounting impact to the Telephone Company would be an extraordinary non-cash charge to operations of a material amount. The Telephone Company continues to review the criteria set forth in SFAS No. 71 and has determined that the continuing application of the regulatory accounting standard is appropriate at this time. Form 10-Q - Part I The Southern New England Telephone Company Management's Discussion and Analysis of Financial Condition and Results of Operations Employee Relations On April 21, 1995, a new labor contract was ratified by members of the CUTW. As part of the new contract, a voluntary "early-out offer" was available to bargaining-unit employees during July 1995 and subsequent dates, when considered necessary, during the life of the contract. The early-out offer provides additional incentives in the form of enhanced pension benefits. Bargaining- unit employees leaving under the offer will receive increased pensions of between 35% and 45%. CUTW members who remain with the Telephone Company will receive a 4.0% wage rate increase in January 1996 and a 3.0% wage rate increase in both January 1997 and January 1998. In addition, the contract also provides a sign- on bonus and health benefit and pension enhancements. The new agreement replaced the existing contract which was scheduled to expire on August 5, 1995 and will be in effect until August 8, 1998. The contract is intended to keep layoffs to a minimum while enabling the Telephone Company to position itself to meet increasing competition through downsizing efforts. Form 10-Q - Part II The Southern New England Telephone Company PART II - OTHER INFORMATION Item 1. Legal Proceedings There were no material developments in the second quarter of 1995. Item 6. Exhibit and Reports on Form 8-K (a) Exhibit (27) Financial Data Schedule (b) Reports on Form 8-K On April 21, 1995, the Telephone Company filed a report on Form 8-K, dated April 20, 1995 announcing the Corporation's financial results for the first quarter of 1995. On May 19, 1995, the Telephone Company filed a report on Form 8-K, dated May 18, 1995, announcing that the Telephone Company gave notice of intent to file with the DPUC an application for approval of a plan for alternative regulation. The filing will also include financial data to enable the DPUC to conduct a financial review of the Telephone Company. The Telephone Company stated that it is not seeking to increase the price of local service. On July 25, 1995, the Telephone Company filed a report on Form 8-K, dated July 24, 1995 announcing the Corporation's financial results for the second quarter of 1995. Form 10-Q - Part II The Southern New England Telephone Company Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The Southern New England Telephone Company August 10, 1995 /s/ J. A. Sadek J. A. Sadek Vice President and Comptroller