ILLINOIS BELL TELEPHONE CO
10-Q/A, 1996-05-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>1
               SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.
                                
                           Form 10-Q/A
                                
                       Amendment to Report
                                
   Filed pursuant to Section 12, 13 or 15(d) of the Securities
                      Exchange Act of 1934
                                
                 Illinois Bell Telephone Company
                                
                         Amendment No.1


     The undersigned registrant hereby amends its Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996 by
revising the information on page 11 and on Exhibit 12 as
indicated on the following pages.

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


                                   Illinois Bell Telephone Company

Date: May 13, 1996
                                   By /s/ Laurie S. Streling
                                   Comptroller
                                   State Finance Organization


<PAGE>2

              Management's Discussion and Analysis
               of Results of Operations (cont'd.)

Other income, net
- -----------------
                                                     Change
                                    March 31        (Income)  Percent
                                   ----------
(dollars in millions)            1996      1995    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended           $   (3.5)  $    0.1    $  (3.6)   n/a

Other income, net includes equity earnings in affiliates, interest
income and other nonoperating items.  The increase in other income,
net for the three months ended March 31, 1996 was due to increased
equity earnings from ASI, as well as a decrease in miscellaneous
nonoperating expenses.

- ----------------------------------------------------------------------
Income taxes
- ------------
                                    March 31        Increase  Percent
                                   ----------
(dollars in millions)            1996      1995    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended           $   84.9   $  100.8    $ (15.9)   (15.8)

The decrease in income taxes in the three months ended March 31, 1996
as compared with the prior year period was primarily attributable to
the decrease in pretax earnings, related to the revenue and expense
items previously discussed.

- ----------------------------------------------------------------------
Ratio of earnings to fixed charges
- ----------------------------------

   
The ratio of earnings to fixed charges for the three months ended
March 31 was 7.93 in 1996 and 9.91 in 1995.  The ratio in 1995 was
favorably affected by a credit of $76.9 million for work force
restructuring (see prior discussion of this item).  The work force
restructuring program was largely funded by the Ameritech Pension
Plan.

The computations of the ratio of earnings to fixed charges for the
five years ended December 31, 1995 have been restated.  The ratio, as
adjusted, for the years ended December 31, 1995, 1994, 1993, 1992 and
1991 was 7.99, 5.45, 5.82, 5.68 and 4.61, respectively.  The impact of
the restatement was not significant and was made to be consistent with
unregulated enterprises.
    

<PAGE>3

                                                            EXHIBIT 12

                     ILLINOIS BELL TELEPHONE COMPANY
             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                          (Dollars in Millions)
                                                  Three Months Ended
                                                       March 31
                                                    -------------
                                                  1996         1995
                                                  ----         ----
1.  EARNINGS

   
     a) Income before interest expense,
         income taxes and undistributed
         equity earnings (2)..........         $  252.0      $  308.2

     b) Portion of rental expense
         representative of the
         interest factor (1).................       3.2           2.0
                                               --------      --------
     Total 1(a) through 1(b).................  $  255.2      $  310.2
                                               --------      --------
2.  FIXED CHARGES

     a) Total interest expense including
         capital lease obligations...........  $   28.1      $   28.7

     b) Capitalized interest.................       0.9           0.6

     c) Portion of rental expense
         representative of the
         interest factor (1).................       3.2           2.0
                                               --------      --------
     Total 2(a) through 2(c).................  $   32.2      $   31.3
                                               --------      --------
3.  RATIO OF EARNINGS TO FIXED CHARGES.......      7.93          9.91
                                                   ====          ====
    


(1)  One-third of rental expense is considered to be the amount
     representing return on capital.
     
(2)  The results for the first three months of 1995 reflect a $76.9
     million pretax credit primarily from settlement gains resulting
     from lump-sum pension payments from the pension plan to former
     employees who left the business in the nonmanagement work force
     restructuring.

<PAGE>4

     
                                                                    EXHIBIT 12
                                                                              
                                                                              
                          ILLINOIS BELL TELEPHONE COMPANY
                  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                              (Dollars in Millions)

                                         1995    1994    1993   1992    1991
                                         ----    ----    ----   ----    ----


1.  EARNINGS

   
  a)  Income before interest expense, income
       tax, extraordinary charge, cumulative
       effect of change in accounting
       principles and undistributed
       equity earnings (2)........... $1,027.4 $ 633.3 $ 750.1 $ 705.9 $ 644.8

  b)  Portion of rental expense representative
       of the interest factor (1)....      9.9     8.8    10.8    12.3   10.8
                                      -------- ------- ------- ------- -------
           Total 1(a) through 1(b)... $1,037.3 $ 642.1 $ 760.9 $ 718.2 $ 655.6
                                      ======== ======= ======= ======= =======
2.  FIXED CHARGES

  a)  Total interest expense including capital
       lease obligations.............  $ 117.2 $ 105.7 $ 117.5 $ 112.9 $ 127.0

  b)  Capitalized interest...........      2.8     3.3     2.4     1.2    4.5

  c)  Portion of rental expense representative
       of the interest factor (1)....      9.9     8.8    10.8    12.3   10.8
                                       ------- ------- ------- ------- -------
           Total 2(a) through 2(c)...  $ 129.9 $ 117.8 $ 130.7 $ 126.4 $ 142.3
                                      ======== ======= ======= ======= =======

3.  RATIO OF EARNINGS TO FIXED CHARGES    7.99    5.45    5.82    5.68   4.61
                                      ======== ======= ======= ======= =======
    


(1)  One-third of rental expense is considered to be the amount
     representing return on capital.
     
(2)  The results for 1995 reflect a $57.1 pretax credit primarily from
     settlement gains resulting from lump sum pension payments from the
     pension plan to former employees who left the business in the
     nonmanagement work force restructuring, partially offset by increased
     force costs related to the restructuring started in 1994, as well as a
     write-down of certain data processing equipment to net realizable
     value.  Results for 1994 reflect a $196.5 pretax charge associated
     with the nonmanagement work force restructuring.  Costs of the work
     force restructuring program have largely been funded from the
     Ameritech Pension Plan.
     





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