UNITED STATES SECURITIES AND EXCHANGE COMMISSION 			 WASHINGTON, D. C. 20549 				 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 		 	------------------------------------------- 				 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 	 	 -------------------- -------------------- Commission file number: 1-6469 			--------------------------------------------------- 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY - - - - - - --------------------------------------------------------------------------- 	(Exact name of registrant as specified in its charter) 	 North Carolina 56-0931189 - - - - - - --------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14111 Capital Boulevard, Wake Forest, North Carolina 27587 - - - - - - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 			 919-554-7900 - - - - - - --------------------------------------------------------------------------- Registrant's telephone number, including area code) - - - - - - --------------------------------------------------------------------------- 	(Former name, former address and former fiscal year, if 	 changed since last report) This registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. 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 						 ----- ----- There are 3,626,510 shares of common stock, par value $20, outstanding as of March 31, 1995 and as of the date of filing of this report. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 				 INDEX 							 Page Reference 							 -------------- Part I. Financial Information 	 Item 1. Consolidated Financial Statements 		 Consolidated Balance Sheets Pages 2 - 3 	 Consolidated Statements of Income Page 4 		 Consolidated Statements of Cash Flows Page 5 		 Condensed Notes to Consolidated 	 Financial Statements Page 6 	 Item 2. Management's Discussion and Analysis 		 of Financial Condition and Results 		 of Operations Pages 7 - 9 Part II. Other Information Item 1. Legal Proceedings Page 10 	 Item 2. Changes in Securities Page 10 Item 3. Defaults Upon Senior Securities Page 10 	 Item 4. Submission of Matters to a Vote of 		 Security Holders Page 10 	 Item 5. Other Information Page 10 	 Item 6. Exhibits and Reports on Form 8-K Page 10 Signatures Page 11 Exhibit 12 Exhibit 27 							 Form 10-Q Part I. 								 Item 1. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 			 CONSOLIDATED BALANCE SHEETS 	 			 (In Thousands) 					 March 31, December 31, 					 	1995 1994 					 ----------- ------------ 					 (Unaudited) ASSETS CURRENT ASSETS Cash $ 21 $ 16 Receivables, net of allowance for doubtful accounts of $2,397 ($1,775 in 1994): Customers and other 74,359 83,597 Interexchange carriers 27,150 24,488 Affiliated companies 6,901 5,971 Inventories 11,658 12,490 Prepaid expenses and other 4,866 4,073 					 --------- --------- 				 		124,955 130,635 					 					 					 					 					 PROPERTY, PLANT AND EQUIPMENT Land and buildings 133,343 132,610 Telephone network equipment and outside plant 1,489,130 1,454,632 Other 89,460 86,520 Construction in progress 31,594 28,162 					 --------- --------- 					 1,743,527 1,701,924 Less accumulated depreciation 791,677 766,173 					 --------- --------- 			 			951,850 935,751 					 					 					 					 					 DEFERRED CHARGES AND OTHER ASSETS 75,223 72,136 				 --------- --------- 					 					 					 					 					 $1,152,028 $1,138,522 					 ========= ========= See Accompanying Condensed Notes to Consolidated Financial Statements. 							 Form 10-Q Part I. 								 Item 1. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 		 CONSOLIDATED BALANCE SHEETS (continued) 	 			 (In Thousands) 			 March 31, December 31, 			 			1995 1994 					 ----------- ------------ 					 (Unaudited) LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Outstanding checks in excess of cash balances $ 2,832 $ 1,347 Short-term borrowings: Commercial paper 36,800 33,600 Advances from parent company 1,048 2,810 Current maturities of long-term debt 12,547 8,579 Accounts payable: Vendor and other 27,490 19,742 Interexchange carriers 29,217 24,909 Affiliated companies 12,409 15,855 Accrued taxes 30,632 18,396 Advance billings and customer deposits 18,368 19,853 Accrued vacation pay 9,472 8,862 Other 18,939 20,337 					 --------- --------- 			 			199,754 174,290 					 LONG-TERM DEBT 248,779 260,736 					 DEFERRED CREDITS AND OTHER LIABILITIES Deferred income taxes 106,485 110,489 Deferred investment tax credits 2,588 3,134 Postretirement and other benefit obligations 39,876 36,539 Regulatory liability 26,320 26,772 Other 14,523 12,520 					 --------- --------- 			 		189,792 189,454 					 COMMON STOCK AND OTHER STOCKHOLDER'S EQUITY Common stock, par value $20 per share, authorized-5,000,000 shares, issued and outstanding-3,626,510 shares 72,530 72,530 Capital in excess of par value 71,991 71,991 Retained earnings 369,182 369,521 					 --------- --------- 		 				513,703 514,042 					 --------- --------- 					 $1,152,028 $1,138,522 					 ========= ========= See Accompanying Condensed Notes to Consolidated Financial Statements. 						 Form 10-Q Part I. 								 Item 1. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 		 CONSOLIDATED STATEMENTS OF INCOME 	 			 (In Thousands) 				 Three Months Ended March 31, 			 	 1995 1994 			 ------ ------ 					 (Unaudited) OPERATING REVENUES Local service $ 71,510 $ 67,104 Network access service 51,756 48,730 Long distance service 24,796 26,772 Other 34,909 25,982 				 -------- -------- 			 		182,971 168,588 								 OPERATING EXPENSES Plant expense 54,961 51,388 Depreciation 32,170 29,907 Customer operations 26,516 23,153 Corporate operations 16,737 17,368 Other 7,488 4,836 Taxes: Federal income: Current 14,961 11,123 Deferred (3,590) (642) Deferred investment tax credits (546) (945) State, local and miscellaneous 7,398 6,785 				 -------- -------- 		 			156,095 142,973 								 OPERATING INCOME 26,876 25,615 								 								 Interest expense Short-term borrowings and long-term debt 4,838 5,026 Other 488 265 				 -------- -------- 			 		 5,326 5,291 								 Other income Interest charged to construction 54 37 Other, net 180 209 				 -------- -------- 					 234 246 				 -------- -------- 								 NET INCOME $ 21,784 $ 20,570 				 ======== ======== See Accompanying Condensed Notes to Consolidated Financial Statements. 							 Form 10-Q Part I. 								 Item 1. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 		 CONSOLIDATED STATEMENTS OF CASH FLOWS 		 		 (In Thousands) 						 Three Months Ended 						 March 31, 						 1995 1994 					 -------- -------- 						 (Unaudited) OPERATING ACTIVITIES Net income $ 21,784 $ 20,570 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 32,170 29,907 Deferred income taxes and investment tax credits (4,813) (1,284) Changes in operating assets and liabilities: Receivables, net 5,646 (2,158) 	Inventories and other current assets 39 1,052 	Accounts payable, accrued expenses 	 and other current liabilities 20,058 18,561 	 Noncurrent assets and liabilities, net 4,009 831 Other, net 197 101 				 	 --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 79,090 67,580 			 INVESTING ACTIVITIES Capital expenditures (47,501) (43,231) Other, net (2,851) (1,917) 					 --------- --------- NET CASH USED BY INVESTING ACTIVITIES (50,352) (45,148) FINANCING ACTIVITIES Retirements of long-term debt (8,048) (51) Net increase (decrease) in short-term borrowings 1,438 (16,361) Dividends paid (22,123) (5,985) Other, net - (41) 				 --------- --------- NET CASH USED BY FINANCING ACTIVITIES (28,733) (22,438) INCREASE (DECREASE) IN CASH 5 (6) CASH AT BEGINNING OF YEAR 16 20 					 --------- --------- CASH AT END OF YEAR $ 21 $ 14 				 ========= ========= See Accompanying Condensed Notes to Consolidated Financial Statements. 							 Form 10-Q Part I. 								 Item 1. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 	 CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 	 			 (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The information contained in this Form 10-Q for the three-month interim periods ended March 31, 1995 and 1994 has been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments considered necessary, consisting only of normal recurring accruals, to present fairly the consolidated financial position, results of operations, and cash flows for such interim periods have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The results of operations for the three months ended March 31, 1995 are not necessarily indicative of the operating results that may be expected for the year ended December 31, 1995. Basis of Presentation - - - - - - --------------------- The accompanying consolidated financial statements include the accounts of Carolina Telephone and Telegraph Company and its wholly-owned subsidiary, Carolina Telephone Long Distance, Inc., collectively referred to as the "Company." All significant intercompany transactions have been eliminated. Certain amounts previously reported for prior periods have been reclassified to conform to the current period presentation in the accompanying consolidated financial statements. Such reclassifications had no effect on the results of operations or stockholder's equity as previously reported. Earnings Per Share - - - - - - ------------------ Earnings per share information has been omitted because the Company is a wholly-owned subsidiary of Sprint Corporation. 2. SUPPLEMENTAL CASH FLOW INFORMATION The supplemental disclosures for the consolidated statements of cash flows for the three months ended March 31 are as follows (in thousands): 					 1995 1994 					 	 ------ ------ Cash paid for Interest, net of amounts capitalized $ 4,037 $ 5,187 Income taxes 1,697 400 						 Form 10-Q Part I. 								 Item 2. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 	 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 		 CONDITION AND RESULTS OF OPERATIONS Results of Operations - - - - - - --------------------- Local service revenues increased $4.4 million or 6.6 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. Basic area service revenues contributed $3.0 million to this increase, primarily attributable to a 4.7 percent growth in access lines. For the same period, custom calling features added $1.3 million as a result of marketing promotions. Network access service revenues increased $3.0 million or 6.2 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. The increase was primarily due to an 8.8 percent growth in interstate access minutes and a 12.1 percent growth in intrastate access minutes. These increases were partially offset by rate reductions which went into effect July 1, 1994. Long distance service revenues decreased $2.0 million or 7.4 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. Carolina Telephone Long Distance, Inc. experienced a 19.9 percent decrease in access lines due to aggressive advertising campaigns of its competitors. Other revenues increased $8.9 million or 34.4 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. The equipment sales and installation revenue increased $3.5 million. North Carolina Utility Services (NCUS), a non-regulated line of business specializing in locating underground utility lines, contributed $3.3 million. The increase in NCUS revenues reflects an expansion of the service area and an increase in the customer base in existing service areas, as well as revenues attributable to Drop Administration Placement, a new line of business of NCUS specializing in administering the placement of buried service wires. The Company began providing operator services for two of its affiliates, Central Telephone Company of Virginia and Central Telephone Company - North Carolina Division, which also contributed to the increased revenues. Plant expense increased $3.6 million or 7.0 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. Generic software expense increased due to upgrades of digital switches to provide enhanced services. The remainder of the increase was due to several individually insignificant expenses associated with repairs and rearrangements/changes including an accounting change for pole rentals and an increase in contractor utilization. 							 Form 10-Q Part I. 							 Item 2. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 	 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 	 	CONDITION AND RESULTS OF OPERATIONS (continued) Results of Operations (continued) - - - - - - --------------------------------- Customer operations expense increased $3.4 million or 14.5 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. North Carolina Utility Services expenses increased $2.5 million due to the expansion of its customer base and its new line of business, Drop Administration Placement. Product management and sales expenses increased as the Company continues to intensify its efforts to achieve an increased market share and gain knowledge of its customer expectations. Other operating expenses increased $2.7 million or 54.8 percent for the three-month period ended March 31, 1995 compared to the same period in 1994. This fluctuation was primarily due to a $2.6 million increase in cost of equipment sales, generally correlating with the overall trend in equipment sales. Liquidity and Capital Resources - - - - - - ------------------------------- Cash flows from operating activities are the Company's primary source of liquidity. Net cash provided by operating activities increased $11.5 million for the three-month period ended March 31, 1995 compared to the same period in 1994. The increase was attributable to a decrease in receivables and an increase in accrued expenses and other current liabilities. Net cash used by investing activities increased $5.2 million for the three-month period ended March 31, 1995 compared to the same period in 1994. This increase was impacted by a $4.3 million increase in telecommunications plant additions, as well as increases in non-regulated investment additions. The Company's planned construction expenditures for 1995 are $141.5 million. Net cash used by financing activities increased $6.3 million for the three-month period ended March 31, 1995 compared to the same period in 1994 primarily due to an increase in dividend payments and an increase in retirements of long-term debt, partially offset by an increase in short-term borrowings. As of March 31, 1995, the Company had a total of $60 million in one-year bank commitments. The bank lines provide for short-term borrowings at market rates of interest and require annual commitment fees based on the unused portion. Such lines of credit, which support commercial paper, may be withdrawn by the banks if there is a material adverse change in the financial condition of Sprint of the Company. As of March 31, 1995, no amounts were borrowed against this credit facility; however, $36.8 million of the bank lines supported commercial paper outstanding at March 31, 1995. The Company is also authorized to issue and sell an additional $75 million in debentures. The debentures must be due within thirty years of the date of issue and cannot exceed an interest rate of 7.25 percent. 							 Form 10-Q Part I. 								 Item 2. 		 CAROLINA TELEPHONE AND TELEGRAPH COMPANY 	 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 	 CONDITION AND RESULTS OF OPERATIONS (continued) Liquidity and Capital Resources (continued) - - - - - - ------------------------------------------- The Company's ratio of common equity to total capital was 63.2 percent at March 31, 1995 and 62.7 percent at December 31, 1994. The Company's ratio of long-term debt to total capital was 32.1 percent at March 31, 1995 and 32.9 percent at December 31, 1994. Accounting Developments - - - - - - ----------------------- Consistent with most local exchange carriers, the Company accounts for the economic effects of regulation pursuant to SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation." The application of SFAS No. 71 requires accounting recognition of the rate actions of regulators where appropriate, including the recognition of depreciation based on estimated useful lives prescribed by regulatory commissions rather than those that might be utilized by non-regulated enterprises. The Company currently believes its operations meet the criteria for the continued application of the provisions of SFAS No. 71. However, the Company operates in an evolving environment in which the regulatory framework is changing and the level and types of competition are increasing. Accordingly, the Company constantly monitors and evaluates the ongoing applicability of SFAS No. 71 by assessing the likelihood that prices which provide for the recovery of specific costs can continue to be charged to customers. In the event the Company determines that its operations no longer qualify for the application of the provisions of SFAS No. 71, the Company will eliminate from its financial statements the effect of any actions of regulators that had previously been recognized as assets and liabilities. The resulting material noncash charge would be recorded as an extraordinary item. 							 Form 10-Q Part II. CAROLINA TELEPHONE AND TELEGRAPH COMPANY 			 OTHER INFORMATION Item 1. Legal Proceedings 	 There were no reportable events during the quarter ended 	 March 31, 1995. Item 2. Changes in Securities Omitted under the provisions of General Instruction H. Item 3. Defaults Upon Senior Securities 	 Omitted under the provisions of General Instruction H. Item 4. Submission of Matters to a Vote of Security Holders Omitted under the provisions of General Instruction H. Item 5. Other Information 	 The Company's ratios of earnings to fixed charges were 7.00 	 and 6.32 for the three months ended March 31, 1995, and 1994, 	 respectively. These ratios have been computed by dividing 	 fixed charges into the sum of (a) net income less capitalized 	 interest included in income, (b) income taxes and (c) fixed 	 charges. Fixed charges consist of interest on all indebtedness 	 (including amortization of debt issuance expenses) and the 	 interest factor of operating rents. Item 6. Exhibits and Reports on Form 8-K 	 (a) The following exhibits are filed as part of this report: 	 (12) Computation of ratios of earnings to fixed charges. 	 (27) Financial data schedule. 	 (b) No reports on Form 8-K were filed during the quarter 	 ended March 31, 1995. 							 Form 10-Q Part II. 		 CAROLINA TELEPHONE AND TELEGRAPH 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. 				 			 Carolina Telephone and Telegraph Company 			 ---------------------------------------- 			 	 Registrant Date 05-15-95 By s/F. E. Westmeyer -------- ---------------------------------------- 			 F. E. Westmeyer, Vice President-Finance 			 	 (Principal Financial Officer) Date 05-15-95 By s/T. J. Geller -------- ---------------------------------------- 				 T. J. Geller, Controller 			 	 (Principal Accounting Officer)