UNITED TELEPHONE CO OF FLORIDA/NEW
10-Q, 1996-08-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  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 June 30, 1996 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        0-1244

                       UNITED TELEPHONE COMPANY OF FLORIDA
             (Exact name of registrant as specified in its charter)

FLORIDA                                                          59-0248365
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization                               Identification No.)

             P. O. BOX 165000, Altamonte Springs, Florida 32716-5000
                    (Address of principal executive offices)

                                 (407) 889-6010
              (Registrant's telephone number, including area code)

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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No

There are 6,500,000 shares of common stock, par value $2.50, outstanding as of
the date of filing this report.
<PAGE>
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                      INDEX




Part I - Financial Information Page

Item 1.
     Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995... 1

     Consolidated Statements of Income for the Three and Six Months Ended
     June 30, 1996 and 1995 ................................................. 3

     Consolidated Statements of Cash Flows for the Six Months Ended
     June 30, 1996 and 1995 ................................................. 5

     Condensed Notes to Consolidated Financial Statements.................... 6

Item 2.
     Management's Discussion and Analysis of Financial Condition and
          Results of Operations.............................................. 8


Part II - Other Information


     Item 1. Legal Proceedings...............................................13

     Item 2. Changes in Securities...........................................13
     
     Item 3. Defaults Upon Senior Securities.................................13

     Item 4. Submission of Matters to a Vote of Security Holders.............13

     Item 5. Other Information...............................................13

     Item 6. Exhibits and Reports on Form 8-K................................13

     Signature...............................................................14
<PAGE>
<TABLE>
                                                                                                                      PART I.
                                                                                                                      Item 1.
                                            UNITED TELEPHONE COMPANY OF FLORIDA
                                                CONSOLIDATED BALANCE SHEETS
                                                       (In Thousands)



<CAPTION>
                                                                             June 30,                       December 31,
              ASSETS                                                           1996                             1995
                                                                        --------------------             --------------------
                                                                            (Unaudited)
<S>                                                                     <C>                               <C>    
CURRENT ASSETS
     Cash                                                             $               4,374            $               9,267
     Receivables:
          Interexchange carriers                                                     38,849                           38,278
          Customers and other                                                        86,416                           81,404
          Unbilled toll                                                              10,671                           19,197
          Affiliated companies                                                       35,567                           24,677
          Allowance for uncollectible accounts                                       (3,178)                          (3,731)
     Inventories                                                                     28,640                           26,938
     Prepayments                                                                      2,626                            2,387
     Deferred income taxes                                                            4,950                            9,506
                                                                        --------------------             --------------------
                                                                                    208,915                          207,923



PROPERTY, PLANT AND EQUIPMENT
     Land and buildings                                                             157,197                          155,794
     Telephone network equipment and outside plant                                2,345,948                        2,274,640
     Other                                                                          112,233                          135,833
     Construction in progress                                                        56,347                           54,863
                                                                        --------------------             --------------------
                                                                                  2,671,725                        2,621,130
     Less accumulated depreciation                                                1,473,037                        1,420,212
                                                                        --------------------             --------------------
                                                                                  1,198,688                        1,200,918



DEFERRED CHARGES AND OTHER ASSETS                                                    42,931                           35,752


                                                                        ====================             ====================
                                                                      $           1,450,534            $           1,444,593
                                                                        ====================             ====================


                                                                      1
</TABLE>

<PAGE>
<TABLE>
                                                                                                                         PART I.
                                                                                                                         Item 1.




<CAPTION>
                                                                                June 30,                       December 31,
               LIABILITIES AND STOCKHOLDER'S EQUITY                               1996                             1995
                                                                           --------------------             --------------------
<S>                                                                        <C>                              <C> 
                                                                               (Unaudited)
CURRENT LIABILITIES
     Outstanding checks in excess of cash balances                       $              12,236            $               3,383
     Commercial paper                                                                   37,109                           29,658
     Current maturities of long-term debt                                                2,044                            2,034
     Accounts payable:
          Interexchange carriers                                                        26,696                           53,069
          Affiliated companies                                                          26,275                           23,665
          Other                                                                         21,873                           36,242
     Advance billings and customer deposits                                             22,659                           22,651
     Accrued vacation pay                                                               17,414                           16,159
     Accrued interest                                                                   11,647                           11,556
     Accrued taxes                                                                      14,589                            7,146
     Other                                                                              19,559                           22,308
                                                                           --------------------             --------------------
                                                                                       212,101                          227,871

LONG-TERM DEBT                                                                         436,838                          437,733


DEFERRED CREDITS AND OTHER LIABILITIES
     Deferred income taxes                                                             103,350                          109,991
     Deferred investment tax credits                                                     7,288                            8,816
     Postretirement and other benefit obligations                                       65,692                           60,155
     Other                                                                              14,733                           14,383
                                                                           --------------------             --------------------
                                                                                       191,063                          193,345


COMMON STOCK AND OTHER STOCKHOLDER'S EQUITY
     Common stock, authorized 16,000,000 shares, par
          value $2.50, issued and outstanding 6,500,000 shares                          16,250                           16,250
     Capital in excess of par value                                                    166,583                          166,583
     Retained earnings                                                                 427,699                          402,811
                                                                           --------------------             --------------------
                                                                                       610,532                          585,644

                                                                           ====================             ====================
                                                                         $           1,450,534            $           1,444,593
                                                                           ====================             ====================


                            See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                               2
</TABLE>
<PAGE>
<TABLE>
                                                                                                                      PART I.
                                                                                                                      Item 1.
                                            UNITED TELEPHONE COMPANY OF FLORIDA
                                             CONSOLIDATED STATEMENTS OF INCOME
                                                       (In Thousands)



<CAPTION>
                                                                                       Three Months Ended
                                                                                            June 30,
                                                                    ---------------------------------------------------------
                                                                             1996                               1995
                                                                    ----------------------             ----------------------
<S>                                                                 <C>                                <C>
                                                                                          (Unaudited)
OPERATING REVENUES
     Local service                                                  $              98,520              $              89,898
     Network access service                                                        89,585                             80,422
     Long distance service                                                         18,453                             20,293
     Miscellaneous                                                                 37,362                             32,280
                                                                      --------------------               --------------------
                                                                                  243,920                            222,893

OPERATING EXPENSES
     Plant expense                                                                 57,484                             60,984
     Depreciation                                                                  48,204                             46,599
     Customer operations                                                           32,995                             31,155
     Corporate operations                                                          22,186                             19,765
     Other operating expenses                                                       9,331                              5,458
     Taxes:
         Federal income:
             Current                                                               20,611                             17,359
             Deferred                                                              (1,379)                            (2,855)
             Deferred investment tax credits, net                                    (742)                              (641)
         State, local and miscellaneous                                             9,363                              8,821
                                                                      --------------------               --------------------
                                                                                  198,053                            186,645
                                                                      --------------------               --------------------

OPERATING INCOME                                                                   45,867                             36,248

INTEREST CHARGES
     Interest on long-term debt                                                     8,557                              8,659
     Interest on short-term debt                                                    -                                     47
     Other interest                                                                   546                                861
                                                                      --------------------               --------------------
                                                                                    9,103                              9,567

OTHER INCOME
     Interest charged to construction                                                  17                              -
     Interest income                                                                  214                                156
                                                                      --------------------               --------------------
                                                                                      231                                156
                                                                      --------------------               --------------------


NET INCOME                                                          $              36,995              $              26,837
                                                                      ====================               ====================
                                                                                                  
                           See Accompanying Condensed Notes to Consolidated Financial Statements.
</TABLE>

                                                             3
<PAGE>
<TABLE>
                                                                                                                      PART I.
                                                                                                                      Item 1.
                                            UNITED TELEPHONE COMPANY OF FLORIDA
                                             CONSOLIDATED STATEMENTS OF INCOME
                                                       (In Thousands)
<CAPTION>



                                                                                        Six Months Ended
                                                                                            June 30,
                                                                    ---------------------------------------------------------
                                                                            1996                               1995
                                                                    ----------------------             ----------------------
                                                                                          (Unaudited)
<S>                                                                 <C>                                <C>    

OPERATING REVENUES
     Local service                                                  $             196,546              $             179,053
     Network access service                                                       185,445                            164,113
     Long distance service                                                         36,863                             41,176
     Miscellaneous                                                                 73,310                             65,740
                                                                      --------------------               --------------------
                                                                                  492,164                            450,082

OPERATING EXPENSES
     Plant expense                                                                114,721                            120,673
     Depreciation                                                                  96,489                             94,936
     Customer operations                                                           65,879                             62,600
     Corporate operations                                                          43,270                             39,647
     Other operating expenses                                                      15,586                             12,150
     Taxes:
         Federal income:
             Current                                                               44,053                             38,225
             Deferred                                                              (2,079)                            (7,960)
             Deferred investment tax credits                                       (1,527)                            (1,512)
         State, local and miscellaneous                                            19,507                             17,751
                                                                      --------------------               --------------------
                                                                                  395,899                            376,510
                                                                      --------------------               --------------------

OPERATING INCOME                                                                   96,265                             73,572

INTEREST CHARGES
     Interest on long-term debt                                                    17,112                             16,995
     Interest on short-term debt                                                      109                                568
     Other interest                                                                 1,363                              1,686
                                                                      --------------------               --------------------
                                                                                   18,584                             19,249

OTHER INCOME (EXPENSE)
     Interest charged to construction                                                (162)                                 -
     Interest income                                                                  344                                172
                                                                      --------------------               --------------------
                                                                                      182                                172
                                                                      --------------------               --------------------


NET INCOME                                                          $              77,863              $              54,495
                                                                      ====================               ====================


                           See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                                  4
</TABLE>

<PAGE>
<TABLE>

                                                                                                                          PART I.
                                                                                                                          Item 1.
                                              UNITED TELEPHONE COMPANY OF FLORIDA
                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (In Thousands)
<CAPTION>


                                                                                                    Six Months Ended
                                                                                                        June 30,
                                                                                         ----------------------------------------
                                                                                             1996                       1995
                                                                                         -------------              -------------
                                                                                                       (Unaudited)
<S>                                                                                       <C>                       <C>    
OPERATING ACTIVITIES
     Net income                                                                        $       77,863             $       54,495
     Adjustments to reconcile net income to net cash
          provided by operating activities:
            Depreciation                                                                       96,489                     94,936
            Deferred income taxes and investment
                tax credits                                                                    (3,613)                   (10,920)

     Changes in operating assets and liabilities:
          Receivables, net                                                                     (8,500)                     4,463
          Inventories                                                                          (1,702)                     2,251
          Prepayments                                                                            (239)                     1,977
          Accounts payable, accrued expenses and                                                                     
             other current liabilities                                                        (23,231)                    (1,280)
          Noncurrent assets and liabilities, net                                               (2,633)                     6,356
                                                                                         -------------              -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                     134,434                    152,278




INVESTING ACTIVITIES
     Capital expenditures                                                                     (96,609)                   (85,293)
     Net salvage from plant and equipment retired                                               3,800                      2,150
                                                                                         -------------              -------------
NET CASH USED BY INVESTING ACTIVITIES                                                         (92,809)                   (83,143)




FINANCING ACTIVITIES
     Proceeds from long-term borrowings                                                         -                         70,000
     Principal payments and retirements of long-term debt                                        (994)                    (2,990)
     Increase (Decrease) in short-term borrowings                                               7,451                    (87,088)
     Dividends paid                                                                           (52,975)                   (54,325)
                                                                                         -------------              -------------
NET CASH USED BY FINANCING ACTIVITIES                                                         (46,518)                   (74,403)
                                                                                         -------------              -------------


DECREASE IN CASH                                                                               (4,893)                    (5,268)


CASH AT BEGINNING OF PERIOD                                                                     9,267                      9,473
                                                                                         -------------              -------------


CASH AT END OF PERIOD                                                                  $        4,374             $        4,205
                                                                                         =============              =============


                             See Accompanying Condensed Notes to Consolidated Financial Statements.

                                                                        5
</TABLE>

<PAGE>
                                                                         PART I.
                                                                         Item 1.
                       UNITED TELEPHONE COMPANY OF FLORIDA
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                   (UNAUDITED)


The information  contained in this Form 10-Q for the three and six month interim
periods  ended  June 30,  1996 and 1995 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 six
months  ended June 30,  1996 are not  necessarily  indicative  of the  operating
results that may be expected for the year ended December 31, 1996.

1.  BASIS OF PRESENTATION

    The accompanying consolidated financial statements reflect the operations of
    United Telephone Company of Florida and its wholly-owned subsidiary,  United
    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.

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements,  and the reported  amounts of revenues  and expenses  during the
    reporting period. Actual results could differ from those estimates.

2.  EARNINGS PER SHARE

    Earnings per share  information  has been  omitted  because the Company is a
    wholly-owned subsidiary of Sprint Corporation (Sprint).
                                       
                                       6

<PAGE>
                                                                         PART I.
                                                                         Item 1.
                       UNITED TELEPHONE COMPANY OF FLORIDA
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                   (UNAUDITED)


3.  SUPPLEMENTAL CASH FLOWS INFORMATION

    The following are the supplemental disclosures required for the Consolidated
Statements of Cash Flows:

                                Six Months Ended
                                    June 30,
 
                                             1996            1995
                                                 (In Thousands)
         Cash paid for:

         Interest, net of amounts
         capitalized                         $18,522        $15,661
          Income taxes                       $55,215        $44,645

                                      7
<PAGE>

                                                                         PART I.
                                                                         Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                  JUNE 30, 1996


Item 2.   Management's Discussion and Analysis of Financial Condition and 
             Results of Operations


Regulatory Issues

In June 1994,  the Company  entered into a stipulation  with the Florida  Public
Service  Commission  (FPSC) whereby the Company's  allowed  intrastate return on
equity was capped at 13.0  percent for 1994 with any  earnings in excess of 13.0
percent to be deferred to 1995 when the maximum  allowed return reverted to 13.5
percent.

In November  1994, in compliance  with FPSC  regulations,  the Company filed its
triennial  depreciation study seeking an increase in annual depreciation expense
of approximately  $16.3 million effective January 1, 1995. The Company requested
shorter service lives to recognize  obsolescence caused by emerging technologies
required  to meet  customer  demands  for  more  sophisticated  voice  and  data
facilities. On January 17, 1995, the FPSC allowed the Company to implement, on a
preliminary basis, the proposed rates, reduced by a one-time depreciation charge
of $3.2 million ($2.4 million intrastate) recorded in 1994 which served to bring
the Company's 1994 intrastate  return on equity below the 13.0 percent cap noted
above.  On March 1, 1995,  the Office of Public  Counsel  filed a petition for a
hearing in protest of the FPSC's  approval  of the early  implementation  of the
depreciation rates.

On December 1, 1994,  the FPSC  approved the Company's  proposal for  intrastate
rate  reductions  with an effective  date of January 1, 1995. The total proposed
revenue  reduction  was $10.6  million  in 1995,  $9.0  million  of which was in
switched access charge reductions and the remainder in cellular  interconnection
usage rates and intraLATA toll rates.

In September 1995, the FPSC approved an increase in annual depreciation  expense
of $18.9 million.  The new depreciation rates were effective January 1, 1995 and
had been  substantially  recognized under the preliminary order discussed above.
In addition,  the FPSC determined that the Company had exceeded its 13.0 percent
cap by $1.5 million including interest for 1994 and required that this amount be
included in the determination of the Company's 1995 intrastate return on equity.
In  recognition  of this  recent  FPSC  order  the $3.2  million  of  additional
depreciation  recorded in December,  1994,  due to the  preliminary  order,  was
reversed in September, 1995.

                                      8
<PAGE>
                                                                         PART I.
                                                                         Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                  JUNE 30, 1996


Regulatory Issues  (Continued)

On July 1, 1995, telecommunications reform legislation became law in Florida. In
summary,  this legislation allows competition in the local telephone marketplace
beginning  January 1, 1996, while replacing rate of return regulation with price
regulation.  While the  Company  cannot  predict  the  ultimate  effects of this
legislation  on its future  operations,  it does not  expect a material  adverse
impact in the near term.

In February 1996, the  Telecommunications  Act of 1996 (the Act) was signed into
law.  The  purpose  of the  Act is to  promote  competition  in all  aspects  of
telecommunications. The Act requires telecommunications carriers to interconnect
with other  carriers  and to provide for  resale,  number  portability,  dialing
parity,  access  to  rights-of-way  and  compensation  for  reciprocal  traffic.
Additionally,  incumbent  local  telephone  companies  are  required  to provide
nondiscriminatory  unbundled  access,  resale at  wholesale  rates and notice of
changes that would affect  interoperability of facilities and networks.  The FCC
is to adopt mechanisms to ensure that essential  telecommunications services are
affordable.

The Act also provides that regional Bell Operating Companies (RBOCs) may provide
long  distance  service  that is  out-of-region  or  incidental  to  audio/video
programming,  Internet  for  schools,  mobile  services,  information  or  alarm
services  and  telecommunications  signaling.  In order  for an RBOC to  provide
in-region  long  distance  service,  the Act  requires the RBOC to comply with a
comprehensive  competitive checklist and expands the role of the U.S. Department
of Justice in the FCC's  determination  of whether the entry of an RBOC into the
competitive long distance market is in the public interest.  Additionally, there
must be a real  facilities-based  competitor for  residential and business local
telephone  service (or the failure of  potential  providers  to request  access)
prior to an RBOC providing  in-region long distance service.  RBOCs must provide
long distance  services through a separate  subsidiary for at least three years.
Until the RBOCs are allowed into long distance or three years have passed,  long
distance  carriers with more than five percent of the nation's  access lines may
not jointly  market  RBOC resold  local  telephone  service,  and states may not
require RBOCs to provide intraLATA dialing parity.

Telecommunications  companies  may also  provide  video  programming  and  cable
operators  may  provide  telephone  service in the same  service  area.  The Act
prohibits  telecommunications  carriers and cable  operators from acquiring more
than 10 percent of each other, except in rural and other specified areas.

The impact of the Act on the  Company is unknown  because a number of  important
implementation  issues (such as the nature and extent of continued subsidies for
local rates) still need to be decided by state or federal  regulators.  However,
the  Company's  historical  prices and  market  share are likely to decline as a
result of increased local competition.

                                        9
<PAGE>

                                                                         PART I.
                                                                         Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                  JUNE 30, 1996


Liquidity and Capital Resources

Net cash provided by operating  activities  decreased to $134.4  million for the
six months ended June 30, 1996,  compared to $152.3  million for the same period
in 1995.  The decrease in net cash generated is due to increased uses of working
capital,  primarily  related to  accounts  payable,  mostly  offset by  improved
operating results.

Cash used by investing  activities increased to $92.8 million for the six months
ended June 30, 1996, compared to $83.1 million for the same period in 1995. This
is due to an  increase  in  additions  to  property,  plant and  equipment.  The
Company's planned construction expenditures for modernization and growth in 1996
are approximately $202.0 million.

Cash used by financing  activities decreased to $46.5 million for the six months
ended June 30, 1996,  compared to $74.4  million for the same period in 1995. In
January 1995, the Company issued $70 million of 8.375 percent Series HH bonds to
reduce  commercial paper  outstanding.  At June 30, 1996, the Company's lines of
credit totaled $100.0 million, all of which was unused.


Financial Condition

The  Company's  ratio of common equity to total capital was 56.2 percent at June
30, 1996,  compared to 55.5  percent at December  31, 1995,  and 59.9 percent at
June 30, 1995.  The  short-term  debt to total  capital ratio was 3.4 percent at
June 30, 1996,  compared to 2.8 percent at December 31, 1995, and 2.0 percent at
June 30, 1995.

The  Company's  consolidated  assets  totaled  $1.451  billion at June 30,  1996
compared to $1.445  billion at December 31, 1995.  During that period,  accounts
receivable  increased  $8.5  million  due  primarily  to  the  timing  of  sales
activities  and cash  collections.  Accounts  payable  decreased  $38.1  million
generally due to the timing of cash disbursements in addition to a turnaround of
interstate price cap reserves. Commercial paper and notes payable increased $7.5
million primarily due to quarterly dividend requirements exceeding operating and
investing cash flow.  Accrued taxes  increased $7.4 million due to the timing of
payments.

                                      10
<PAGE>
                                                                         PART I.
                                                                         Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                  JUNE 30, 1996


Results of Operations

The  Company  adopted  accounting  principles  for  a  competitive   marketplace
effective  December 31, 1995 and  discontinued  applying  Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types
of Regulation." The primary effects of the Company's discontinued application of
SFAS No. 71 were that certain accumulated  depreciation balances were increased,
plant asset lives were  shortened from  regulator-prescribed  lives to estimated
economic  lives,  switch  software costs which had  previously  been expensed as
incurred are now being capitalized and amortized, and the effects of any actions
of regulators  that had been  recognized as assets and  liabilities  pursuant to
SFAS No. 71 but which would not have been  recognized as such by  enterprises in
general were eliminated from the consolidated  balance sheet. It is not expected
that the discontinued  application of SFAS No. 71 will have a significant impact
on 1996 operating results.

As discussed in "Regulatory  Issues," effective January 1, 1996, Florida changed
from rate of return regulation to price regulation.  This change is resulting in
the recognition of seasonal trends in the Company's operating results.

Local service revenues are derived from providing  telephone  exchange services.
Local service  revenues  increased  $8.6 million and $17.5 for the three and six
months ended June 30, 1996,  respectively,  primarily due to access line growth,
increased  equipment  leases and increases in demand for custom calling features
and inside wire maintenance contracts.

Network  access  service  revenues are derived from billing  other  carriers and
telephone customers for their use of the local network to complete long distance
calls in those instances where long distance service is not provided entirely by
the Company.  Network access  revenues  increased $9.2 million and $21.3 for the
three and six months ended June 30, 1996,  respectively.  Access rate reductions
that went into effect  August 1, 1995 were more than offset in the three and six
month  periods by  increased  minutes of use and by increased  expense  recovery
under  the  interstate  price  cap  agreement  with the  Federal  Communications
Commission (FCC). In addition, the adoption of the 5.3 percent productivity rate
for the FCC Interstate price cap plan,  effective August,  1995,  eliminated the
rate of return  ceiling  on  interstate  earnings,  beginning  July,  1995,  and
therefore increased the retention of revenue.

Long distance  revenues are derived  principally  from  providing  long distance
services within designated areas. These revenues decreased $1.8 million and $4.3
million  for the  three  and six  months  ended  June  30,  1996,  respectively,
primarily  due to increased  competition  in this market and the  conversion  of
certain  short-haul  toll  routes to flat rate  message  plans.  These flat rate
revenue streams are included in local service revenue.

                                       11
<PAGE>
                                                                         PART I.
                                                                         Item 2.
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                                  JUNE 30, 1996


Miscellaneous  revenues include  revenues related to directory  publishing fees,
the  provision of billing and  collection  services  and  operator  services for
interexchange  carriers,  sales of  telecommunication  equipment  and leasing of
network facilities.  The increase in miscellaneous  revenues of $5.1 million and
$7.6 million for the three and six months ended June 30, 1996, respectively, was
primarily  due  to  increases  in  sales  of  telecommunications  equipment  and
directory revenues.

Plant  expenses  decreased  $3.5  million  and $6.0 for the three and six months
ended June 30,  1996,  respectively,  from the  comparable  periods in 1995.  In
conjunction  with  the  adoption  of  accounting  principles  for a  competitive
marketplace,  switch  software  costs  which had  previously  been  expensed  as
incurred are now being  capitalized  and  amortized,  resulting in a decrease in
plant  expense.  In  addition,  the  expense  decrease  was also  attributed  to
decreased  movement and repairs of cable and wire which was partially  offset by
increased computer expenses.

Depreciation  expense  increased  $1.6 million for both the three and six months
ended June 30, 1996  compared to the same periods in 1995. In  conjunction  with
the  December  31, 1995  adoption of  accounting  principles  for a  competitive
marketplace,  an adjustment  was made to increase the  accumulated  depreciation
balance.  This adjustment resulted in certain assets becoming fully depreciated,
thus reducing  depreciation expense in 1996. This reduction was more than offset
by  amortization  of switch  software  costs  which  are now being  capitalized.
Throughout  1996, this  amortization is expected to partially offset the related
decrease in plant operations  expense discussed above.  Accordingly,  the annual
impact on operations resulting from the capitalization of switch software is not
expected to be  significant.  Additionally,  the impact of shortened asset lives
resulting  from the  discontinued  application of SFAS No. 71 is not expected to
have a significant affect on 1996 operating results.

Customer  operations  expense  increased  $1.8  million and $3.3 million for the
three  and six  months  ended  June 30,  1996,  respectively,  primarily  due to
increases in expenses associated with directory publishing and implementation of
a new directory assistance platform.

Corporate  operations  expense  increased  $2.4 million and $3.6 million for the
three and six months  ended June 30, 1996,  respectively,  due to an increase in
general and administrative services provided by Sprint.

Other  operating  expense  increased $3.9 million and $3.4 million for the three
and six months ended June 30, 1996,  respectively,  primarily due to an increase
in the cost of sales associated with an increase in equipment sales.

                                     12
<PAGE>
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1996

                                OTHER INFORMATION


Item 1.  Legal Proceedings

     There were no reportable events during the quarter ended June 30, 1996.

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

     There were no reportable events during the quarter ended June 30, 1996.

Item 6.  Exhibits and Reports on Form 8-K

      No reports on Form 8-K were required to be filed during the
      quarter ended June 30, 1996.

                                      13
<PAGE>
                       UNITED TELEPHONE COMPANY OF FLORIDA
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1996

                                    SIGNATURE


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

                                             UNITED TELEPHONE COMPANY OF FLORIDA
                                             (Registrant)



Date: August 12, 1996                        By:/s/ J.J.Beling
                                             ---------------------
                                               J. J. Beling
                                           Controller & Chief Accounting Officer

                                      14

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<CIK>                         0000037664
<NAME>                        UNITED TELEPHONE COMPANY OF FLORIDA
<MULTIPLIER>                                   1,000
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<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996
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                                    0
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