<PAGE>
- ---------------------------------------------------------------------
U.S. Securities and Exchange Commission
Washington, D.C. 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 September 30, 1998
- -------------------------------------------
or
- -------------------------------------------
[ ] Transition Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from to
- -------------------------------------------
Commission File Number 1-2222
Illinois Bell Telephone Company
-----------------------------
An Illinois Corporation
-----------------------------
225 W. Randolph Street
Chicago, Illinois 60606
-----------------------------
I.R.S. Employer Identification
Number 36-1253600
Telephone number (800) 257-0902
ILLINOIS BELL IS A WHOLLY OWNED SUBSIDIARY OF AMERITECH CORPORATION AND
MEETS THE CONDITIONS IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q.
WE ARE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT UNDER GENERAL
INSTRUCTION H(2).
We have 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
have been subject to those filing requirements for the past 90 days.
Yes X No
---- ----
At October 31,1998, 81,938,121 common shares were outstanding.
<PAGE>
TABLE OF CONTENTS
PART I
ITEM Page
- ---- ----
1. Financial Statements
Condensed Consolidated Statements of Income and
Accumulated Deficit for the three and nine months
ended September 30, 1998 and 1997 1
Condensed Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997 2-3
Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 1998 and 1997 4
Notes to Condensed Consolidated Financial Statements 5
2. Management's Discussion and Analysis
of Results of Operations 6-18
PART II
6. Exhibits and Reports on Form 8-K 19
Glossary 21-22
i
<PAGE>
Item 1 - Financial Statements
-----------------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(Dollars in Millions)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
---------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
Revenues
Local service................. $ 598.9 $ 556.2 $ 1,745.3 $ 1,649.7
Interstate network access..... 206.6 181.5 611.7 589.8
Intrastate network access..... 31.9 37.4 99.5 105.7
Long distance service......... 61.1 51.1 169.9 164.8
Other......................... 116.2 112.3 355.1 331.1
--------- --------- --------- ---------
1,014.7 938.5 2,981.5 2,841.1
--------- --------- --------- ---------
Operating expenses
Employee-related expenses..... 222.9 219.0 642.4 623.1
Depreciation and amortization. 171.4 150.8 497.9 449.8
Other operating expenses...... 325.9 286.3 960.5 927.0
Taxes other than income taxes. 28.8 22.7 67.4 66.8
--------- --------- --------- ---------
749.0 678.8 2,168.2 2,066.7
--------- --------- --------- ---------
Operating income................ 265.7 259.7 813.3 774.4
Interest expense................ 30.1 27.9 91.8 84.7
Other income, net............... 1.6 2.0 2.9 5.5
--------- --------- --------- ---------
Income before income taxes...... 237.2 233.8 724.4 695.2
Income taxes.................... 100.5 98.6 306.5 277.5
--------- --------- --------- ---------
Net income...................... 136.7 135.2 417.9 417.7
Accumulated deficit,
beginning of period........... (301.3) (352.7) (337.4) (383.6)
Less, dividends declared.... 125.6 131.6 370.7 383.2
--------- --------- --------- ---------
Accumulated deficit,
end of period................. $ (290.2) $ (349.1) $ (290.2) $ (349.1)
========= ========= ========= =========
See Notes to Condensed Consolidated Financial Statements.
Page 1
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
Sept. 30, 1998 Dec. 31, 1997
-------------- -------------
(Unaudited) (Derived from
Audited
Financial
Statements)
ASSETS
Current assets
Cash and temporary cash investments......... $ 49.6 $ 20.9
Receivables, net
Customers................................. 752.7 826.7
Ameritech and affiliates.................. 5.3 5.6
Other..................................... 23.2 63.1
Material and supplies....................... 31.0 10.8
Prepaid and other........................... 33.6 23.9
--------- ---------
895.4 951.0
--------- ---------
Property, plant and equipment................ 10,004.3 9,586.3
Less, accumulated depreciation............... 5,952.1 5,588.9
--------- ---------
4,052.2 3,997.4
--------- ---------
Investments, primarily in affiliates......... 112.0 114.2
Other assets and deferred charges............ 489.1 453.3
--------- ---------
Total assets................................. $ 5,548.7 $ 5,515.9
========= =========
See Notes to Condensed Consolidated Financial Statements.
Page 2
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in Millions)
Sept. 30, 1998 Dec. 31, 1997
-------------- -------------
(Unaudited) (Derived from
Audited
Financial
Statements)
LIABILITIES AND SHAREOWNER'S EQUITY
Current liabilities
Debt maturing within one year
Ameritech................................. $ 831.2 $ 1,077.6
Other..................................... 1.3 0.9
Accounts payable
Ameritech Services, Inc. (ASI)............ 140.9 63.2
Ameritech and affiliates.................. 86.1 48.2
Other..................................... 249.6 223.3
Other current liabilities.................. 397.6 351.1
--------- ---------
1,706.7 1,764.3
--------- ---------
Long-term debt.............................. 1,011.7 1,011.7
--------- ---------
Deferred credits and other long-term liabilities
Accumulated deferred income taxes.......... 297.1 284.0
Unamortized investment tax credits......... 35.5 40.5
Postretirement benefits
other than pensions...................... 903.0 906.5
Long-term payable to ASI................... 21.8 23.7
Other...................................... 69.8 83.2
--------- ---------
1,327.2 1,337.9
--------- ---------
Shareowner's equity
Common shares - ($20 par value;
100,000,000 shares authorized;
81,938,121 issued and outstanding)....... 1,638.8 1,638.8
Proceeds in excess of par value............ 154.5 100.6
Accumulated deficit........................ (290.2) (337.4)
--------- ---------
1,503.1 1,402.0
--------- ---------
Total liabilities and shareowner's equity... $ 5,548.7 $ 5,515.9
========= =========
See Notes to Condensed Consolidated Financial Statements.
Page 3
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
Nine Months Ended
September 30
-------------
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................... $ 417.9 $ 417.7
Adjustments to net income
Depreciation and amortization............... 497.9 449.8
Deferred income taxes, net.................. (13.2) (3.6)
Investment tax credits, net................. (5.0) (6.7)
Capitalized interest........................ (2.2) (2.0)
Change in accounts receivable, net.......... 114.2 59.5
Change in material and supplies............... (32.4) (1.5)
Change in certain other current assets...... (9.8) (3.5)
Change in accounts payable.................. 141.9 (59.0)
Change in certain other current
liabilities................................ 73.5 20.5
Change in certain other noncurrent
assets and liabilities..................... (5.9) (23.4)
Other operating activities, net............. 3.2 6.1
-------- --------
Net cash from operating activities............ 1,180.1 853.9
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.......................... (538.4) (474.1)
Additional investments........................ -- (30.0)
Proceeds from (cost of) disposals of
property, plant and equipment................ 5.2 5.0
Other investing activities, net............... -- 0.8
-------- --------
Net cash from investing activities............ (533.2) (498.3)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany financing, net................... (246.4) 78.7
Retirements of long-term debt................. (1.1) (51.1)
Dividend payments............................. (370.7) (383.2)
Other financing activities, net............... -- 0.5
-------- --------
Net cash from financing activities............ (618.2) (355.1)
-------- --------
Net change in cash and
temporary cash investments................... 28.7 0.5
Cash and temporary cash investments,
beginning of period.......................... 20.9 --
-------- --------
Cash and temporary cash investments,
end of period................................ $ 49.6 $ 0.5
======== ========
See Notes to Condensed Consolidated Financial Statements.
Page 4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions)
September 30, 1998
NOTE 1: Preparation of Interim Financial Statements
We have prepared the unaudited condensed consolidated financial
statements in this report by following Securities and Exchange
Commission rules that permit reduced disclosure for quarterly period
reports. These financial statements include estimates and
assumptions that affect the reported amounts of assets and
liabilities and the amounts of revenues and expenses. Actual amounts
could differ from those estimates. We believe these statements
include all adjustments necessary for a fair statement of results for
each period shown. We believe our disclosures are adequate to make
the presented information clear. You should read these financial
statements in conjunction with the financial statements and notes
included in our 1997 Annual Report on Form 10-K and the quarterly
reports on Form 10-Q previously filed in 1998.
When reading these financial statements, you should be familiar with
the terminology unique to our business. We have defined a number of
terms in the glossary on pages 21 and 22.
NOTE 2: Merger Agreement
On May 11, 1998, our parent (Ameritech Corporation) jointly announced
with SBC Communications Inc. (SBC) a definitive agreement to merge an
SBC subsidiary with Ameritech in a transaction in which each share of
Ameritech common stock will be converted into and exchanged for 1.316
shares of SBC common stock. After the merger, Ameritech will be a
wholly owned subsidiary of SBC. The transaction was approved by the
Board of Directors of each company and is intended to be accounted
for as a pooling of interests and to be a tax-free reorganization.
The merger is subject to the satisfaction of certain conditions and
regulatory approvals, as well as approval by the shareowners of each
company. Ameritech shareowners will vote on the merger proposal at a
special meeting of shareowners to be held on December 11, 1998. SBC
has called a special meeting of its shareowners to consider various
matters relating to this transaction on December 10, 1998.
Page 5
<PAGE>
Item 2 - Management's Discussion and Analysis
of Results of Operations
The following is a discussion and analysis of the changes in
revenues, operating expenses and other income and expenses for the
first nine months of 1998 as compared with the same period last year.
RESULTS OF OPERATIONS
- ---------------------
Revenues
- --------
Our revenues in the first nine months of 1998 were $2,981.5 million
and were $2,841.1 million for the same period in 1997, an increase of
$140.4 million. Increased demand for call management and data
services, combined with access line growth and higher network usage
volumes, drove the increase. Net rate reductions, resulting
primarily from access charge reform, partially offset the increase.
- ---------------------------------------------------------------------
Local service
- -------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $1,745.3 $1,649.7 $ 95.6 5.8
Local service revenues include basic monthly service fees and usage
charges, fees for call management services, installation and
connection charges, certain data services and most public phone
revenues. Local service revenues increased for the nine months ended
September 30, 1998 due largely to increased sales of call management
services, resulting from strong growth in both the number of features
in service and services provided on a pay-per-use basis. Access line
growth of 5.3% over the prior year period, as well as net rate
increases, also contributed to the increase.
There were 6,975,000 access lines in service as of September 30, 1998
compared with 6,622,000 as of September 30, 1997 (restated to
standardize counting of voice-grade equivalent lines).
- ---------------------------------------------------------------------
Network access
- --------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Interstate
- ----------
Nine Months Ended $ 611.7 $ 589.8 $ 21.9 3.7
Intrastate
- ----------
Nine Months Ended $ 99.5 $ 105.7 $ (6.2) (5.9)
Network access revenues are fees charged to interexchange carriers
that use our local landline communications network to connect
customers to their long distance networks. In addition, end users
pay flat rate access fees to connect to the long distance networks.
These revenues result from both interstate and intrastate services.
Interstate network access revenues increased for the nine months
ended September 30, 1998 due primarily to an increase in network
minutes of use, resulting from overall growth in the volume of calls
handled for interexchange carriers, and
Page 6
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Network access (cont'd.)
- ------------------------
greater demand for dedicated services by Internet service providers
and other high-capacity users. A change in reporting classification
of certain pay phone revenues from network access to other
miscellaneous revenues beginning in the first quarter of 1998
partially offset the increase. This change in classification
decreased interstate network access revenues by approximately $25.5
million in the first nine months of 1998 compared with the prior
year. Rate reductions, resulting primarily from access charge reform
effective July 1, 1997, and a similar filing effective July 1, 1998,
also contributed to the decrease. Interstate minutes of use for the
nine months ended September 30, 1998 increased by 8.9% over the same
period last year.
Intrastate network access revenues decreased for the nine months
ended September 30, 1998 due primarily to rate decreases. Volume
increases, largely resulting from increased network usage by
alternative providers of intraLATA toll services, partially offset
the rate decreases. Intrastate minutes of use for the nine months
ended September 30, 1998 increased by 15.7% over the same period last
year.
- ---------------------------------------------------------------------
Long distance service
- ---------------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 169.9 $ 164.8 $ 5.1 3.1
Long distance service revenues result from customer calls to
locations outside of their local calling areas, but within the same
Local Access and Transport Area (LATA).
Long distance service revenues increased for the nine months ended
September 30, 1998 due primarily to price increases. Volume
decreases, resulting from the implementation of Dial 1 + capability,
partially offset the increase. In addition, other carriers are
moving to retain revenue from their customers' use of intraLATA toll
calling services, where previously they had allowed us to provide
these services in exchange for access charge payments to them.
Although we no longer earn these revenues, we also no longer incur
the related access charge expenses.
- ---------------------------------------------------------------------
Other
- -----
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 355.1 $ 331.1 $ 24.0 7.2
Other revenues include revenues from directory advertising, billing
and collection services, inside wire installation and maintenance
services and other miscellaneous services. Other revenues increased
for the nine months ended September 30, 1998 due primarily to a
change in reporting classification of certain pay phone revenues from
network access to other revenues, as previously discussed. Increases
in revenues from nonregulated services, such as voice messaging,
billing and collection, and equipment sales, also contributed to the
increase. A decrease in revenues from inside wire installation and
maintenance services partially offset the increases.
Page 7
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Operating expenses
- ------------------
Total operating expenses for the nine months ended September 30, 1998
increased by $101.5 million or 4.9 percent to $2,168.2 million. The
increase was due primarily to higher depreciation expense, other
operating expenses and employee-related expenses, resulting from
overall business growth, as discussed below.
- ---------------------------------------------------------------------
Employee-related expenses
- -------------------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 642.4 $ 623.1 $ 19.3 3.1
Employee-related expenses increased for the nine months ended
September 30, 1998 primarily due to increases in wage rates and
overtime expenses, partially offset by lower average force levels
compared with the prior year period. Decreases in employee medical
benefits and other employee-related expenses also partially offset
the increase.
During June 1998, the International Brotherhood of Electrical Workers
(IBEW) ratified a new five-year contract effective June 28, 1998.
The contract provides basic wage increases of 11.2% (compounded) over
three years and a one-time $500 signing bonus per employee. In
addition, the contract addresses benefits, pensions, work rules and
other wage-related items. The contract will be reopened in 2001 to
address economic wage issues for the final two years of the contract.
The IBEW represents approximately 75% of our employees.
The Communications Workers of America (CWA) have reached similar
terms under an agreement ratified by union membership on July 17,
1998. The CWA contract was effective August 9, 1998 and expires on
March 31, 2001. The contract provides basic wage increases of 11.2%
(compounded) over the contract period, a one-time $500 signing bonus
per employee, and also addresses benefits, pensions, work rules and
other wage-related items. The CWA represents approximately 10% of
our employees.
We employed 14,340 employees as of September 30, 1998, compared with
14,834 as of September 30, 1997.
- ---------------------------------------------------------------------
Depreciation and
amortization
- ------------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 497.9 $ 449.8 $ 48.1 10.7
Depreciation and amortization expense increased for the nine months
ended September 30, 1998 due primarily to higher property, plant and
equipment balances. Higher depreciation rates on certain asset
categories also contributed to the increase, as we used shorter
depreciable lives for newer technologies.
Page 8
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Other operating expenses
- ------------------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 960.5 $ 927.0 $ 33.5 3.6
Other operating expenses increased for the nine months ended
September 30, 1998 due primarily to higher access charge expenses,
resulting from state commission rulings regarding calls to the
Internet via Internet service providers (ISPs). These rulings (which
we are contesting) require local exchange carriers to pay reciprocal
compensation for calls by their customers to the Internet via ISPs
who, in turn, are customers of competing local exchange carriers. As
of September 30, 1998, we had accrued all disputed charges and set
aside approximately $48.6 million in segregated funds pending final
resolution of these disputes. In October 1998, we made reciprocal
compensation payments, under protest, of approximately $40.2 million
to competing carriers from these segregated funds.
Increased expenses for affiliated services such as billing system
development and network support, combined with higher cost of sales
resulting from increased marketing and sales efforts, also
contributed to the increase. A decrease in contract services
expenses for computer programming and engineering efforts, combined
with a decrease in materials costs compared with the prior year
period, partially offset the increase.
- ---------------------------------------------------------------------
Taxes other than income taxes
- -----------------------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 67.4 $ 66.8 $ 0.6 0.9
Taxes other than income taxes consist of property taxes, gross
receipts taxes and other taxes not directly related to earnings.
Taxes other than income taxes increased for the nine months ended
September 30, 1998 due primarily to an increase in transaction and
property taxes, partially offset by decreased infrastructure
maintenance fees (previously levied as invested capital taxes).
Gross receipts taxes also decreased slightly due to lower current-
year accruals for these taxes.
- ---------------------------------------------------------------------
Other income and expenses
- -------------------------
Interest expense
- ----------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 91.8 $ 84.7 $ 7.1 8.4
Interest expense increased for the nine months ended September 30,
1998 due primarily to increased interest on borrowings from the
Ameritech short-term funding pool, reflecting higher average pool
balances. Lower interest on long-term debt, resulting from decreased
average debt balances, partially offset the increase.
Page 9
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Other income, net
- -----------------
Change
September 30 Income Percent
------------
(dollars in millions) 1998 1997 (Expense) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 2.9 $ 5.5 $ (2.6) (47.3)
Other income, net includes equity in earnings of affiliates, interest
income and other nonoperating items. Other income decreased for the
nine months ended September 30, 1998 due primarily to decreased
equity earnings from Ameritech Services, Inc. (ASI), as well as an
increase in nonoperating expenses. An increase in interest income
partially offset the decreases.
- ---------------------------------------------------------------------
Income taxes
- ------------
September 30 Increase Percent
------------
(dollars in millions) 1998 1997 (Decrease) Change
------------------- ---- ---- -------- ------
Nine Months Ended $ 306.5 $ 277.5 $ 29.0 10.5
Income taxes increased for the nine months ended September 30, 1998
due primarily to the tax impacts of the centralization of
administration of benefits for employees. The increase in pretax
earnings discussed above also contributed to the increase.
- ---------------------------------------------------------------------
Ratio of earnings to fixed charges
- ----------------------------------
The ratio of earnings to fixed charges for the nine months ended
September 30 was 7.97 in 1998 and 8.17 in 1997.
Page 10
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
OTHER MATTERS
- -------------
Regulatory considerations
- -------------------------
The Telecommunications Act of 1996
In general, the Telecommunications Act of 1996 (the "1996 Act")
includes provisions designed to open local exchange markets to
competition and afford the Bell operating companies ("BOCs") or their
affiliates the competitive opportunity to provide interLATA (long
distance) services. Under the 1996 Act, the BOCs' ability to provide
in-region long distance services is dependent upon their satisfaction
of, among other conditions, a 14 point "competitive checklist" of
specific requirements for opening the local market to competition.
In late 1997, a U.S. District Court in Texas ruled that certain line-
of-business restrictions in the 1996 Act, including the requirement
in Section 271 that the BOCs must comply with the competitive
checklist before being permitted to provide long distance services,
constitute an unconstitutional bill of attainder by virtue of their
exclusive applicability to the BOCs. On September 4, 1998, the U.S.
Court of Appeals for the Fifth Circuit reversed that decision, and
petitions for certiorari are pending before the U.S. Supreme Court.
In two other cases, similar constitutional challenges have been
presented to the U.S. Court of Appeals for the District of Columbia
Circuit (the "D.C. Circuit Court"). In May 1998, the D.C. Circuit
Court found that Section 274 of the 1996 Act, covering electronic
publishing activities, did not constitute an unconstitutional bill of
attainder. The second action pending before the D.C. Circuit Court,
in which Ameritech has intervened, challenges the constitutionality
of the long distance provisions of Section 271 of the 1996 Act. The
D.C. Circuit Court heard oral arguments on this case in September
1998.
Local interconnection and unbundled access
In July 1997, and in an October 1997 rehearing, the U.S. Circuit
Court of Appeals for the Eighth Circuit (the "Eighth Circuit Court")
vacated several provisions of an August 1996 FCC order regarding the
interconnection provisions of the 1996 Act (the "1996 FCC Order"),
ruling that such provisions represented improper preemptions of state
authority or were inconsistent with statutory requirements of the
1996 Act. The Eighth Circuit Court ruled, among other things, that:
the states have exclusive jurisdiction over the pricing for local
interconnection, unbundled network elements and local service resale
involving incumbent local exchange carriers ("ILECs") and competitive
local exchange carriers ("CLECs"); the FCC cannot lawfully allow
CLECs to "pick and choose" among isolated, individual provisions from
other interconnection agreements; and the FCC cannot require ILECs
either to recombine or "rebundle" unbundled network elements for
CLECs or to provide them with a preassembled network platform (or
existing combinations of two or more network elements) at network
element prices. These rulings of the Eighth Circuit Court were
appealed by various parties, including the FCC.
The Eighth Circuit Court upheld certain aspects of the 1996 FCC
Order. These included, among other things: the classification of
operational support services, operator services, directory assistance
and vertical services as unbundled network elements; the definition
of "technically feasible" interconnection to exclude economic
considerations; and the ability of CLECs to provide complete
telecommunications services by recombining network elements without
providing any of their own facilities. Ameritech has appealed these
matters, among others.
Page 11
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Regulatory considerations (cont'd.)
- -----------------------------------
Local interconnection and unbundled access (cont'd.)
The U.S. Supreme Court has agreed to review the Eighth Circuit Court
decision and heard oral arguments on the case in October 1998.
In August 1997, the FCC revised its local competition rules and
required ILECs to make available a new purported network element
known as "shared transport," which would include access to all of an
ILEC's transmission facilities. Ameritech and other ILECs appealed
this matter to the Eighth Circuit Court. On August 10, 1998, the
Eighth Circuit Court upheld the FCC's determination that shared
transport is a network element and that it should be made available
by ILECs to entrants on an unbundled basis. In September 1998, we
filed a petition for reconsideration of this decision by the Eighth
Circuit Court.
At present, local interconnection matters and unbundled network
element pricing continue to be resolved through interconnection
agreement negotiations or state commission arbitration provisions.
We are continuing to negotiate and enter into interconnection
agreements and pursue, through appropriate proceedings, timely
recovery of the costs of providing interconnection services so as to
promote a fair competitive environment, especially as local and long
distance markets are opened to competition at different times. The
outcome of these activities is subject to significant legal and
regulatory uncertainties, as outlined above.
Reciprocal compensation
A number of CLECs are engaged in regulatory and judicial proceedings
with us and various other ILECs with respect to the payment of
reciprocal compensation to the CLECs for calls originating on the
ILECs' networks for dial-up connections to access the Internet via
ISPs served by the CLECs' networks. The CLECs have asserted that
such reciprocal compensation is provided for by interconnection
agreements between the CLECs and the ILECs. Together with other
ILECs, we have maintained that we are not required to make such
reciprocal compensation payments, because such traffic is interstate
access service, not local, and therefore is not covered by applicable
local interconnection agreements.
A U.S. District Court in Illinois has ruled that we are required to
make reciprocal compensation payments in these circumstances under
its applicable interconnection agreements. We have filed an appeal
with the Seventh Circuit Court. Cases involving appeals by other
Ameritech subsidiaries of adverse regulatory determinations are
pending in U.S. District Courts in Michigan and Wisconsin. Pending
the outcome of such appeals, we are currently making reciprocal
compensation payments, under protest, to CLECs pursuant to existing
interconnection agreements. The Public Utilities Commission of Ohio
recently ruled that Ameritech's Ohio landline communications
subsidiary is required to make reciprocal compensation payments, but
stayed its order pending rehearing.
On October 30, 1998, the FCC issued a Memorandum Opinion and Order in
which it found that a service offering by another ILEC, permitting
ISPs to furnish their customers with high speed access to the
Internet through a dedicated connection, is an interstate service
that is properly tariffed at the federal level. In so ruling, the
FCC considered the totality of the communication as an end-to-end
transmission between an end user and the Internet website accessed by
the end user, and rejected the argument that such a communication
should be separated into two components (consisting of an ILEC-
provided intrastate telecommunications service
Page 12
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Regulatory considerations (cont'd.)
- -----------------------------------
Reciprocal compensation (cont'd.)
that terminated at the ISP's local server, and an interstate
information service provided by the ISP). The FCC expressly limited
its decision only to the high speed, dedicated access connection
between an end user subscriber and an ISP as described in the
proposed tariff, and made no determination whether ILECs generally
should be required to pay reciprocal compensation when they exchange
Internet traffic with CLECs. The FCC has indicated its intention to
provide separate guidance in the near future on the jurisdictional
nature of dial-up access via a LEC's local switch.
We believe that this recent FCC Order is consistent with our view
that Internet traffic is appropriately classified as interstate and
that reciprocal compensation is not required for dial-up access in
the circumstances described above. We also believe that our view
should ultimately be upheld in pending or future appellate judicial
proceedings or through FCC determination. However, there can be no
assurance as to that outcome or that we will not be required to
continue to make such reciprocal compensation payments under existing
interconnection agreements. We are making periodic accruals of
amounts which may become payable in the event our view is not
ultimately upheld.
Universal service, access charge reform and price caps
In May 1997, the FCC issued three closely-related orders that
established rules to implement the universal service provisions of
the 1996 Act (the "Universal Service Order") and to revise both
interstate access charge pricing (the "Access Reform Order") and the
price cap plan for certain ILECs (the "Price Cap Order").
Universal service - The FCC's Universal Service Order provides that
all interstate telecommunications providers will be required to
contribute to universal service funding, based on retail
telecommunications revenues. The Universal Service Order establishes
a multi-billion dollar interstate universal service fund to help link
eligible schools and libraries and low-income consumers and rural
health care providers to the global telecommunications network
(including the Internet). The FCC directed the phase-in of these
funds during 1998, with a reduced funding rate for the first nine
months of 1998.
Access charge reform - In its May 1997 order on interstate access
charge pricing (the "Access Reform Order"), the FCC restructured
interstate access pricing and adopted changes to its tariff structure
requiring ILECs subject to price cap legislation to use rates that
reflect the type of costs incurred. The Access Reform Order also
continued in place existing rules by which ILECs may not assess
interstate access charges on ISPs and purchasers of unbundled network
elements. On August 19, 1998, the Eighth Circuit Court affirmed the
FCC's approach in the Access Reform Order. We are complying with the
Access Reform Order and do not intend to seek any review of the Eight
Circuit Court decision.
Price caps - Our interstate services are subject to price cap
regulation, which limits prices rather than profits. The Price Cap
Order effectively reduced access charges by increasing the price cap
productivity offset factor to 6.5% from the previous 5.3% and by
applying this factor uniformly to all access providers. The order
also required LECs subject to price cap regulation to set their 1997
price cap index assuming that the 6.5% factor had been in effect
since July 1996.
Page 13
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Regulatory considerations (cont'd.)
- -----------------------------------
Universal service, access charge reform and price caps (cont'd.)
Price caps (cont'd.) - Certain parties have sought judicial review
of the Price Cap Order, and a decision by the D. C. Circuit Court
with respect to these matters is now pending.
We currently cannot predict the precise impact of these regulatory
changes on our business, especially as their nature and timing may
evolve in connection with judicial and FCC consideration of other
provisions of the 1996 Act.
Number portability
On May 5, 1998, the FCC entered an order to allow us and other
telecommunications carriers to recover over a five-year period their
carrier-specific costs of implementing long-term number portability.
Long-term number portability allows customers to retain their local
telephone numbers in the event they change local exchange carriers.
We are completing implementation of long-term number portability by
the end of 1998, in compliance with an FCC-mandated schedule, and
plan to file our number portability surcharge rates and cost support
with the FCC in time to begin to assess the surcharge in February
1999.
Dial 1 +
In 1996, we were required to implement dialing parity on intraLATA
toll calls (by implementing Dial 1 + capability in our local toll
markets in Illinois), or provide carriers with a discount on
intraLATA toll access rates where we were not able to do so. Dial 1
+ gives customers the ability to choose an alternate long distance
carrier for intraLATA toll calls by dialing 1 before the phone
number.
Under the 1996 Act, we must implement Dial 1 + in a state coincident
with our exercise of in-region long distance authority or, if ordered
by a state by February 8, 1999, whichever is earlier.
Illinois rate reductions
Effective July 13, 1998, we reduced rates by $19.0 million annually
under the adjustment process of a price regulation plan approved by
the Illinois Commerce Commission in October 1994. These rate
reductions will primarily impact local service revenues.
Competitive environment
- -----------------------
With the passage of the 1996 Act and other regulatory initiatives,
our local service markets have been more extensively opened to new
competitors, many of which are believed to have initially targeted
high-volume business customers in densely populated areas.
Interconnection agreements with competitive service providers require
us to provide interconnection or access to unbundled network elements
at cost-based rates and telecommunications services at discounted,
wholesale rates. These agreements and applicable tariffs may result
in some downward pressure on local service revenues, as a portion of
our revenue shifts from local service at retail prices to network
access and wholesale services at lower rates. Further, FCC rules
require that interLATA long distance service be offered by a separate
Ameritech subsidiary. As a result, Ameritech's entry into this
market will not generate revenues for Illinois Bell to offset the
potential revenue decline brought
Page 14
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Competitive environment (cont'd.)
- ---------------------------------
by local service competition. We cannot predict with certainty the
impact that these and other developments ultimately may have on our
future business, results of operations or financial condition.
Year 2000 readiness
- -------------------
The Year 2000 issue exists because many computer systems and
applications, including those embedded in equipment and facilities,
use two digit rather than four digit date fields to designate an
applicable year. As a result, the systems and applications may not
properly recognize the year 2000 or process data which includes it,
potentially causing data miscalculations or inaccuracies or
operational malfunctions or failures.
Ameritech has established a centrally-managed, company-wide
initiative to identify, evaluate and address Year 2000 issues. Begun
in May 1996, Ameritech's Year 2000 effort covers network and
supporting infrastructure for provision of local switched and data
telecommunications services, as well as operational and financial
information technology ("IT") systems and applications, end-user
computing resources and building systems, such as security, elevator
and heating and cooling systems. In addition, the project includes a
review of the Year 2000 compliance efforts of key suppliers and other
principal business partners and, as appropriate, the development of
joint business support and continuity plans for Year 2000 issues.
While this initiative is broad in scope, it has been structured to
identify and prioritize our efforts for mission critical systems,
network elements and products and key business partners.
Work is progressing in the following phases: inventory, assessment,
remediation, testing, deployment and monitoring. Although the pace
of the work varies among Ameritech's business units and the phases
are often conducted in parallel, as of September 30, 1998, the
inventory and assessment phases have been substantially completed and
the remediation and testing phases are in progress.
We expect that most of our mission critical systems, network elements
and products will be remediated and redeployed in January 1999,
subject to additional Year 2000 testing and responsive actions.
Ameritech's ability to meet that target is dependent upon a variety
of factors, including the timely provision of necessary upgrades and
modifications by suppliers and contractors. In some instances,
upgrades or modifications are not expected to be available until late
1998 or early 1999; accordingly, Ameritech's testing and redeployment
of affected items may be delayed until later in 1999. In addition,
Ameritech has no method of ensuring that third parties on whom we
depend for essential services (such as electric utilities,
interexchange carriers, etc.) will convert their critical systems and
processes in a timely manner. Failure or delay by any of these
parties could significantly disrupt our business. However, Ameritech
has established a supplier compliance program, and is working with
its key suppliers to minimize such risks.
Ameritech and all of its subsidiaries, including Illinois Bell,
expect to incur total expenses of approximately $195 million through
2001 in connection with anticipated Year 2000 efforts, in addition to
approximately $57 million in total expenses incurred through
September 30, 1998 for matters historically identified as Year 2000-
related. The timing of these expenses may vary and is not
necessarily indicative of readiness efforts or progress to date. We
anticipate that a portion of our Year 2000 expenses will not be
incremental costs, but
Page 15
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Year 2000 readiness (cont'd.)
- -----------------------------
rather will represent the redeployment of existing IT resources.
Ameritech as a whole also expects to incur certain capital
improvement costs (totaling approximately $30 million) to support
this project. Such capital costs are being incurred sooner than
originally planned, but, for the most part, would have been required
in the normal course of business.
As part of its Year 2000 initiative, Ameritech is evaluating
scenarios that may occur as a result of the century change and is in
the process of developing contingency and business continuity plans
tailored for Year 2000-related occurrences. Contingency planning to
maintain and restore service in the event of natural disasters, power
failures and software-related problems has been part of our standard
operation for many years, and we are working to leverage this
experience in the development of plans tailored to meet Year 2000-
related challenges. This work is being performed through centrally-
coordinated, company-wide teams organized by critical business
functions (including ordering, provisioning, maintenance, billing and
power). Our contingency and business continuity plans are expected
to assess the potential for business disruption in various scenarios,
and to provide for key operational back-up, recovery and restoration
alternatives.
The above information is based on current best estimates, which were
derived using numerous assumptions of future events, including the
availability and future costs of certain technological and other
resources, third party modification actions and other factors. Given
the complexity of these issues and possible unidentified risks,
actual results may vary materially from those anticipated and
discussed above. Specific factors that might cause such differences
include, among others, the availability and cost of personnel trained
in this area, the ability to locate and correct all affected computer
code, the timing and success of remedial efforts of our third party
suppliers and similar uncertainties.
New accounting pronouncements
- -----------------------------
FAS 131
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (FAS) 131, "Disclosures
about Segments of an Enterprise and Related Information." This
statement supersedes FAS 14, "Financial Reporting of Segments of a
Business Enterprise," by establishing new standards for the way that
a public business enterprise reports operating segment information in
its annual and interim financial statements. In general, FAS 131
requires reporting of financial information as it is used by senior
company management for evaluating performance and deciding how to
allocate resources. The statement is effective in 1998, but need not
be applied to interim financial statements this year. Comparative
information for earlier years must be restated. We will adopt FAS
131 beginning with our 1998 Annual Report on Form 10-K.
AICPA SOP 98-1
In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use."
This SOP provides authoritative
Page 16
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
New accounting pronouncements (cont'd.)
- ---------------------------------------
AICPA SOP 98-1 (cont'd.)
guidance for the capitalization of certain computer software costs
developed or obtained for our internal applications, such as:
- - external direct costs of materials and services, such as
programming costs,
- - payroll costs for employees devoting time to the software project,
and
- - interest costs to be capitalized.
Costs incurred during the preliminary project stage, as well as
training and data conversion costs, are to be expensed as incurred.
The SOP is effective for fiscal years beginning after December 15,
1998. Ameritech plans to adopt SOP 98-1 in the first quarter of 1999,
and estimates that the impact of adoption will be to decrease
software-related expenses for Ameritech and all of its subsidiaries,
including Illinois Bell, by $200 million to $250 million in the year
of adoption. We have historically expensed most computer software
costs as incurred.
FAS 133
In June 1998 the FASB issued FAS 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement provides
standardized accounting and disclosure guidance for derivative
instruments and the derivative portion of certain similar contracts.
It amends FAS 52, "Foreign Currency Translation" and FAS 107,
"Disclosures about Fair Values of Financial Instruments," and it
supersedes a number of financial accounting standards previously
issued by the FASB and several interpretations from the Emerging
Issues Task Force.
The statement requires entities that use derivative instruments to
measure these instruments at fair value and record them as assets or
liabilities on the balance sheet. It also requires entities to
reflect the gains or losses associated with changes in the fair value
of these derivatives, either in earnings or as a separate component
of comprehensive income, depending on the nature of the underlying
contract or transaction.
FAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999, and is to be adopted as of the
beginning of the fiscal year. At the time of adoption, all
derivative instruments are to be measured at fair value and recorded
on the balance sheet. Any differences between fair value and
carrying amount at that time will be recorded as a cumulative effect
of a change in accounting principle, in either net income or other
comprehensive income, as appropriate. Adoption of this statement may
or may not have a material impact on our results of operations or
financial position in a given year, depending upon the nature and
magnitude of derivative activity that we engage in and the changes in
market conditions with respect to interest rates or other underlying
values. We have not yet quantified the impacts of the initial
adoption of FAS 133 on our results of operations or financial
condition, nor have we determined when we will implement the new
standard.
Page 17
<PAGE>
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Private Securities Litigation Reform Act safe harbor statement
- --------------------------------------------------------------
Some of the information presented in, or in connection with, this
report may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve
potential risks and uncertainties. Our future results could differ
materially from those discussed here. Some of the factors that could
cause or contribute to such differences include:
- - changes in economic and market conditions that impact the demand
for our products and services;
- - the effects of vigorous competition in the local exchange,
intraLATA toll or data markets;
- - federal regulatory developments that impact the telecommunications
industry and pending regulatory issues under state jurisdiction;
- - potential additional costs to comply with the regulatory
requirements of entry into the interLATA long distance market;
- - the timing of, and potential regulatory or other considerations
relating to, the consummation of Ameritech's proposed merger with
SBC;
- - the impact of new technologies and the potential effect of delays
in development or deployment of such technologies; and,
- - the potential impact of issues related to year 2000 software
compliance.
The words "expect," "believe," "anticipate," "estimate," "project,"
and "intend" and similar expressions are intended to identify forward-
looking statements. These forward-looking statements are found at
various places throughout the Management's Discussion and Analysis
and elsewhere in this report.
You should not place undue reliance on these forward-looking
statements, which are applicable only as of November 12, 1998. We
have no obligation to revise or update these forward-looking
statements to reflect events or circumstances that arise after
November 12, 1998 or to reflect the occurrence of unanticipated
events.
Page 18
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
--------
12 Computation of Ratio of Earnings to Fixed Charges for
the nine months ended September 30, 1998 and September
30, 1997.
27 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
We did not file a Form 8-K during the quarter ended
September 30, 1998.
Page 19
<PAGE>
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, an
authorized company official has signed this report on our behalf.
ILLINOIS BELL TELEPHONE COMPANY
-------------------------------
(Registrant)
Date: November 12, 1998 /s/ Ronald G. Pippin
----------------------
Ronald G. Pippin
Vice President and Comptroller
(Duly Authorized Signatory and
Principal Accounting Officer)
Page 20
<PAGE>
GLOSSARY
Access charges -
- ---------------
fees that local phone companies charge to long distance carriers for
the handling of long distance calls on our local network.
Access line -
- ------------
a telephone line for voice, data or video reaching from a local
phone company to a home or business.
Advanced data services -
- ----------------------
services that use advanced technology to allow faster network access
to the Internet and other multimedia and data services.
Call management services -
- -------------------------
services that add value and convenience for phone customers, such as
call waiting, call forwarding and Caller ID. These services are
sold to customers individually or in "packages".
Customer premises equipment (CPE) -
- ----------------------------------
communications equipment owned by customers, including telephones,
faxes and switches.
Dial 1 + -
- ---------
a feature that allows local phone customers to designate a carrier
other than the local service provider for toll calls within their
calling area by simply dialing 1 plus the telephone number.
Digital -
- --------
an alternative to traditional analog communications, digital systems
transport information in computer code for improved clarity and
quality.
Federal Communications Commission (FCC) -
- ----------------------------------------
the federal agency responsible for regulating the interstate aspects
of telecommunications activities.
Financial Accounting Standards Board (FASB) -
- --------------------------------------------
the independent body responsible for setting accounting and
financial reporting standards to be followed by U.S. business
enterprises.
Gross receipts taxes -
- ---------------------
state and local taxes based upon the gross operating revenues earned
in a particular jurisdiction. These taxes may be imposed on general
businesses or public utilities in lieu of other taxes.
Interconnection -
- ----------------
allowing a competitive local service provider to use the local phone
company's network, or elements of the network, to provide local
phone service to its customers.
Interexchange carriers (IXCs) -
- ------------------------------
those companies primarily involved in providing long distance voice
and data transmission services, such as AT&T, MCI and Sprint.
Internet -
- ---------
the global web of networks that connects computers around the world,
providing rapid access to information from multiple sources.
Internet service providers (ISPs) -
- ----------------------------------
those companies providing access to the Internet and other computer-
based information networks.
Intrastate revenues -
- --------------------
that portion of revenues regulated by state rather than federal
authorities.
Landline communications subsidiaries -
- -----------------------------------
the subsidiaries of Ameritech engaged primarily in providing local
phone service and network access in the states of Illinois, Indiana,
Michigan, Ohio and Wisconsin.
Page 21
<PAGE>
GLOSSARY (cont'd.)
Local access and transport area (LATA) -
- ---------------------------------------
the boundary within which a local telephone company may provide
phone service. It is usually centered around a city or other
identifiable community of interest.
Local exchange carriers (LECs) -
- -------------------------------
those companies primarily involved in providing local phone service
and access to the local phone network, including Ameritech's
landline communications subsidiaries in Illinois, Indiana, Michigan,
Ohio and Wisconsin.
Operations support systems (OSS) -
- ---------------------------------
the databases and information used to support the provision of
telephone service to end users.
Price caps -
- -----------
a form of regulation that sets maximum limits on the prices that
LECs can charge for access services instead of limits on rate of
return or profits.
Productivity factor -
- --------------------
a portion of the interstate price cap formula that requires LECs to
reduce the price cap based on an assumed increase in productivity.
Securities and Exchange Commission (SEC) -
- -----------------------------------------
the federal agency that regulates the issuance and trading of public
debt and equity securities in the United States and monitors
compliance with these regulations.
Switched Minutes of Use -
- -----------------------
the measure of time used to bill IXC's for access to our public
switched network.
Unbundled network element -
- -------------------------
any feature, function or capability used in the provision of
telecommunications service that is made available by local exchange
carriers to other telecommunications providers separate from other
network elements and for a separate fee.
Universal service -
- ------------------
a concept designed to ensure access to the telecommunications
network in rural and low-income areas at affordable prices. Funding
typically comes from urban telecommunication operators.
Voice-grade equivalent line -
- ---------------------------
a channel or other portion of a high capacity access line that can
be used to transmit voice or data traffic. For example, one DS1
circuit is capable of handling 24 voice-grade and/or data lines.
Page 22
EXHIBIT 12
ILLINOIS BELL TELEPHONE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)
(Dollars in Millions)
Nine Months Ended
September 30
---------------
1998 1997
---- ----
1. EARNINGS
a) Income before interest expense,
income taxes and undistributed
equity earnings .................... $ 821.2 $ 784.5
b) Portion of rental expense
representative of the
interest factor (1)................. 10.4 10.6
-------- --------
Total 1(a) and 1(b)..................... $ 831.6 $ 795.1
-------- --------
2. FIXED CHARGES
a) Total interest expense including
capital lease obligations........... $ 91.8 $ 84.7
b) Capitalized interest................. 2.2 2.0
c) Portion of rental expense
representative of the
interest factor (1)................. 10.4 10.6
-------- --------
Total 2(a) through 2(c)................. $ 104.4 $ 97.3
-------- --------
3. RATIO OF EARNINGS TO FIXED CHARGES....... 7.97 8.17
===== =====
(1) We consider one third of total rental expense to represent return on
capital.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ILLINOIS BELL TELEPHONE COMPANY'S SEPTEMBER 30, 1998 CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 49,600
<SECURITIES> 0<F1>
<RECEIVABLES> 889,900
<ALLOWANCES> (108,700)
<INVENTORY> 31,000
<CURRENT-ASSETS> 895,400
<PP&E> 10,004,300
<DEPRECIATION> 5,952,100
<TOTAL-ASSETS> 5,548,700
<CURRENT-LIABILITIES> 1,706,700
<BONDS> 1,011,700
0
0
<COMMON> 1,638,800
<OTHER-SE> (135,700)
<TOTAL-LIABILITY-AND-EQUITY> 5,548,700
<SALES> 0<F1><F2>
<TOTAL-REVENUES> 2,981,500
<CGS> 0<F3>
<TOTAL-COSTS> 2,168,200
<OTHER-EXPENSES> (2,900)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 91,800
<INCOME-PRETAX> 724,400
<INCOME-TAX> 306,500
<INCOME-CONTINUING> 417,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 417,900
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<FN>
<F1>WE HAVE NOT STATED SECURITIES SEPARATELY IN THE FINANCIAL STATEMENTS
BECAUSE THEY ARE NOT MATERIAL. WE HAVE INCLUDED THEM IN THE "CASH" TAG.
<F2>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10% OF TOTAL OPERATING
REVENUES. WE THEREFORE HAVE NOT STATED THESE SALES SEPARATELY IN THE
FINANCIAL STATEMENTS, PER REGULATION S-X, RULE 5-03(B). WE HAVE INCLUDED
THESE SALES IN THE "TOTAL REVENUES" TAG.
<F3>WE HAVE INCLUDED COST OF TANGIBLE GOODS SOLD IN COST OF SERVICE AND
PRODUCTS IN OUR FINANCIAL STATEMENTS AND THE "TOTAL COST" TAG, PER REGULATION
S-X, RULE 5-03(B).
</FN>
</TABLE>
