UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1997.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to .
Commission File Number 1-9157
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-1157778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
227 Church Street, New Haven, CT 06510
(Address of principal executive offices) (Zip Code)
(203) 771-5200
(Registrant's telephone number,
including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X. No .
Common stock, par value $1.00 per share: 65,896,477 shares
outstanding as of April 30, 1997
- 1 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
PART I - FINANCIAL INFORMATION
Southern New England Telecommunications Corporation
("Corporation") was incorporated under the laws of the State of
Connecticut on January 7, 1986 and has its principal executive
offices at 227 Church Street, New Haven, Connecticut 06510
(telephone number (203) 771-5200).
The condensed, consolidated financial statements on the following
pages have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC") and, in the
opinion of management, include all adjustments, which are normal
and recurring in nature, necessary for fair presentation for each
period shown. The 1996 financial statements have been
reclassified to conform to the current year presentation.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the
information presented not misleading. Operating results for any
interim periods, or comparisons between interim periods, are not
necessarily indicative of the results that may be expected for
full fiscal years. It is suggested that these condensed,
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in
the Corporation's 1996 Annual Report on Form 10-K.
- 2 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
CONDENSED, CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended
March 31,
Dollars in Millions, Except Per Share
Amounts 1997 1996
Revenues and Sales $ 482.7 $ 474.0
Costs and Expenses
Operating and maintenance 281.6 268.7
Depreciation and amortization 91.6 89.2
Taxes other than income 13.1 14.0
Total Costs and Expenses 386.3 371.9
Operating Income 96.4 102.1
Interest expense 22.7 22.6
Other income, net .1 3.7
Income Before Income Taxes 73.8 83.2
Income taxes 27.7 31.0
Income Before Extraordinary Charge 46.1 52.2
Extraordinary charge, net of tax (3.7) -
Net Income $ 42.4 $ 52.2
Weighted Average Common Shares
Outstanding (in thousands) 65,844 65,384
Earnings Per Share
Income before extraordinary charge $ .70 $ .80
Extraordinary charge, net of tax (.06) -
Earnings Per Share $ .64 $ .80
Dividends Declared Per Share $ .44 $ .44
The accompanying notes are an integral part of these financial statements.
- 3 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
CONDENSED, CONSOLIDATED BALANCE SHEETS
Dollars in Millions, Except Per Share
Amounts March 31, 1997 December 31, 1996
(Unaudited)
Assets
Cash and temporary cash investments $ 5.1 $ 9.0
Accounts receivable, net of allowance
for uncollectibles of $27.3 and $27.4,
respectively 315.1 323.3
Materials, supplies and inventories 28.6 27.4
Prepaid publishing 34.6 35.2
Deferred income taxes and other current
assets 83.2 73.1
Total Current Assets 466.6 468.0
Property, plant and equipment, at cost 4,772.2 4,707.3
Accumulated depreciation (3,169.5) (3,110.3)
Property, plant and equipment, net 1,602.7 1,597.0
Intangible assets, net 396.1 400.3
Deferred income taxes, leases and other
assets 219.6 205.7
Total Assets $ 2,685.0 $ 2,671.0
Liabilities and Shareholders' Equity
Accounts payable and accrued expenses $ 240.7 $ 252.0
Short-term debt 189.1 215.2
Advance billings and customer deposits 63.6 60.9
Other current liabilities 140.4 138.9
Total Current Liabilities 633.8 667.0
Long-term debt 1,180.3 1,169.7
Accrued postretirement benefit obligation 286.6 288.9
Other liabilities and deferred credits 98.7 82.4
Total Liabilities 2,199.4 2,208.0
Common Stock; $1.00 par value; 300,000,000
shares authorized; 68,558,350 and
68,407,669 issued, respectively 68.6 68.4
Proceeds in excess of par value 608.2 602.8
Retained deficit (42.1) (55.7)
Treasury stock; 2,758,512 shares, at cost (104.7) (104.7)
Unearned compensation related to ESOP (44.4) (47.8)
Total Shareholders' Equity 485.6 463.0
Total Liabilities and Shareholders' Equity $ 2,685.0 $ 2,671.0
The accompanying notes are an integral part of these financial statements.
- 4 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
CONDENSED, CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY
(Unaudited)
For the Three Months Ended
March 31,
Dollars in Millions 1997 1996
Common Stock, Par Value
Balance at Beginning of Period $ 68.4 $ 67.9
Common shares issued, at market:
Dividend reinvestment plan .1 .1
Savings and incentive plans .1 -
Balance at End of Period $ 68.6 $ 68.0
Proceeds in Excess of Par Value
Balance at Beginning of Period $ 602.8 $ 697.9
Dividends declared - (28.7)
Common shares issued, at market:
Dividend reinvestment plan 3.4 3.5
Savings and incentive plans 2.0 1.6
Balance at End of Period $ 608.2 $ 674.3
Retained Deficit
Balance at Beginning of Period $ (55.7) $(249.5)
Net income 42.4 52.2
Dividends declared (29.0) -
Tax benefit of dividends declared on
unallocated shares held in ESOP .2 .3
Balance at End of Period $ (42.1) $(197.0)
Treasury Stock
Balance at Beginning and End of Period $(104.7) $(104.7)
Unearned Compensation Related
To Employee Stock Ownership Plan
Balance at Beginning of Period $ (47.8) $ (58.7)
Reduction of ESOP debt 8.1 7.6
ESOP earned compensation accrual (4.7) (4.2)
Balance at End of Period $ (44.4) $ (55.3)
Total Shareholders' Equity $ 485.6 $ 385.3
The accompanying notes are an integral part of these financial statements.
- 5 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31,
Dollars in Millions 1997 1996
Operating Activities
Net income $ 42.4 $ 52.2
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 91.6 89.2
Extraordinary charge, net of tax 3.7 -
Restructuring payments (2.2) (18.7)
Change in operating assets and liabilities, net (19.5) (6.3)
Other, net 6.9 7.3
Net Cash Provided by Operating Activities 122.9 123.7
Investing Activities
Cash expended for capital additions (88.9) (68.1)
Other, net 2.7 11.2
Net Cash Used by Investing Activities (86.2) (56.9)
Financing Activities
Proceeds from long-term debt 100.0 -
Repayments of long-term debt (82.0) (4.5)
Net payments of short-term debt (26.7) (31.7)
Cash dividends paid (25.4) (25.0)
Other, net (6.5) -
Net Cash Used by Financing Activities (40.6) (61.2)
(Decrease) increase in Cash and Temporary
Cash Investments (3.9) 5.6
Cash and temporary cash investments at
beginning of period 9.0 11.1
Cash and Temporary Cash Investments at
End of Period $ 5.1 $ 16.7
Income Taxes Paid $ 5.5 $ 8.0
Interest Paid, net of amounts capitalized $ 24.6 $ 24.7
The accompanying notes are an integral part of these financial statements.
- 6 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
Note 1: Significant Accounting Policies
Accounting Pronouncement- The Corporation will adopt Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," at year-end 1997. SFAS No. 128 establishes standards for
computing and presenting earnings per share. Management does not
expect the adoption of the standard to have a material impact on
the earnings per share calculation.
Note 2: Supplemental Financial Information
Operating Cash Flow(1)- The following unaudited financial data on
the Corporation's product groups is not required by generally
accepted accounting principles and is provided for informational
purposes only:
For the Three Months Ended March 31, 1997 1996
Wireline $143.9 $154.3
Wireless 13.0 2.0
Information and Entertainment 25.3 26.7
Other(2) 5.8 8.3
Total $188.0 $191.3
(1) Represents operating income before depreciation and amortization.
Operating cash flow is not a generally accepted accounting principle
measurement.
(2) Includes SNET Real Estate, Inc. and holding company operations.
Note 3: Long-term Debt
On February 18, 1997, the Corporation redeemed $80.0 of 8.70%
medium-term notes due 2031, which were satisfied with the
issuance of short-term debt. The early extinguishment of debt
resulted in an extraordinary charge of $3.7, net of tax benefits
of $2.7.
On February 4, 1997, the Corporation issued $100.0 of 6.50% medium-
term notes due 2002. The issuance replaced a portion of short-term
debt related to the cellular acquisitions of July 1995.
Note 4: Woodbury Telephone Company Acquisition
On April 2, 1997, the shareholders of Woodbury Telephone Company
voted to approve the merger with the Corporation. The
acquisition is expected to close in the third quarter of 1997,
pending approval by regulatory agencies.
- 7 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Millions, Except Per Share Amounts)
Southern New England Telecommunications Corporation has business
units in the following telecommunications product groups:
wireline; wireless; and information and entertainment. Wireline
includes telephone related services, premium services and
equipment sales; wireless consists of cellular and paging
services and cellular equipment sales; and information and
entertainment includes publishing, internet and cable television
services. Other activities, such as real estate and holding
company operations, are included with eliminations and other
sales.
Comparison of three months ended March 31, 1997 vs. three months
ended March 31, 1996
Operating Results
Income before extraordinary charge was $46.1 in 1997 compared
with $52.2 in 1996. The corresponding net income per share was
$.70 in 1997 and $.80 in 1996.
Revenues and Sales
For the Three Months Ended March 31, 1997 1996
Wireline:
Local service $ 169.4 $ 164.7
Network access 102.6 97.0
Intrastate toll 53.4 66.4
Interstate and international toll 30.5 18.0
Premium services and equipment sales 27.7 25.6
Other revenues 12.4 14.4
Total Wireline 396.0 386.1
Wireless:
Cellular service 47.0 43.8
Cellular equipment sales 2.2 2.2
Paging 1.7 1.4
Total Wireless 50.9 47.4
Information and Entertainment 46.7 46.0
Eliminations and Other Sales (10.9) (5.5)
Total Revenues and Sales $ 482.7 $ 474.0
Wireline- Local service revenues, derived from providing local
exchange, advanced calling features and local private line
services, increased $4.7, or 2.9%, in 1997. The increase was
due primarily to continued strong growth of 4.8% in access lines
in service to approximately 2,190,000 lines as of March 31,
1997. This increase included significant growth in Centrex
business lines and second residential lines. Local service
revenues also increased due to growth in vertical services,
primarily SmartLink[R] advanced calling features, including Caller
ID, missed call dialing, call blocking and call tracing. The
increase was offset partially by a decrease in revenues
recognized from wireless carriers, due to a decrease in the
generic wireless tariff in accordance with the Federal
Telecommunications Act of 1996 ("Act"). Management expects
competition to impact local service revenues as other
telecommunications providers start to offer local service during
the year [see Competition].
- 8 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Millions, Except Per Share Amounts)
Comparison of three months ended March 31, 1997 vs. three months
ended March 31, 1996
Network access revenues, generated primarily from interstate and
intrastate services, increased $5.6, or 5.8%. Intrastate access
revenues increased $3.3, or 53.3%, due primarily to an increase
in intrastate minutes of use by competitive providers of
intrastate long-distance service. Interstate access revenues
increased $2.3, or 2.5%, due primarily to growth in interstate
minutes of use of approximately 4% and an increase in access
lines in service, discussed previously. Partially offsetting
the impact of the increase in minutes of use were lower rates
due to discount plans and a decrease in tariff rates in
accordance with the Telephone Company's July 1996 Federal
Communications Commission ("FCC") filing under price cap
regulation.
Intrastate toll revenues, which include primarily revenues from
toll and WATS services, decreased $13.0, or 19.6%. The decrease
was due primarily to a 15.9% reduction in toll message volume,
as well as reduced intrastate toll rates. Lower toll volume was
due primarily to the first full quarter impact of intrastate
equal access and the increasingly competitive toll market.
Additionally, unusually high toll volume occurred in the first
quarter of 1996 due to stormy weather experienced in
Connecticut. The decline in rates was attributable to the
introduction of several discount calling plans that provide
competitive options to business and residence customers.
Increasing competition and the Telephone Company's offering of
competitive discount calling plans will continue to place
downward pressure on intrastate toll revenues.
Strong growth in the customer base led to the increase in
interstate and international toll revenues of $12.5. The growth
is primarily a result of customer migration to the SNET All
Distance[R] product line which allows Connecticut customers to
package their entire long-distance calling into one
competitively priced calling plan.
Wireless- Cellular service revenues increased $3.2, or 7.3%, due
mainly to growth of 16.0% in the subscriber base. This growth
was offset partially by lower roaming revenues, as a portion of
lower contracted roaming rates was passed along to consumers.
Additionally, average usage per subscriber continued to decline
as lower volume users made up a larger portion of the subscriber
base.
Information and Entertainment- Growth in internet sales was the
primary contributor to the $.7 increase in information and
entertainment sales. Publishing revenues remained flat despite
an increasingly competitive environment.
- 9 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Millions, Except Per Share Amounts)
Comparison of three months ended March 31, 1997 vs. three months
ended March 31, 1996
Costs and Expenses
For the Three Months Ended March 31, 1997 1996
Operating costs $281.6 $268.7
Depreciation and amortization 91.6 89.2
Taxes other than income 13.1 14.0
Total Costs and Expenses $386.3 $371.9
Operating costs- Operating costs consist primarily of employee-
related expenses, including wages and benefits. Cost of goods
sold and general and administrative expenses, including
marketing, represent the remaining portion of these expenses.
Total operating costs increased $12.9, or 4.8%, including
approximately $3 of reprogramming costs associated with the
recognition of the year 2000.
Wireline- Wireline operating costs increased $21.5, or 9.8%, due
primarily to an increase in the direct costs of providing
interstate and international toll services. Also contributing
to the increase were higher employee-related expenses and
network contract services, mainly as a result of continuing
higher service demands. Additionally, licensed software fees
for network switching increased due to the timing of projects,
and bad debt expense increased due to higher credit risk in an
increasingly competitive environment.
Wireless- Wireless operating costs decreased $7.6, or 17.0%, due
primarily to lower customer acquisition costs, including
distribution and marketing costs. The cost to complete calls to
landline telephones also decreased as a result of the reduced
generic wireless tariff discussed previously. Wireless also
experienced lower contract services and bad debt expenses.
Information and Entertainment- Operating costs for information
and entertainment increased $2.0, or 10.4%. Costs associated
with the cable offering and providing internet services to a
larger customer base contributed to the increase. These
increases were offset partially by the absence of first quarter
1996 costs associated with the multimedia trial which ended in
May 1996. The Corporation launched SNET americast, its cable
television service, in March 1997 and expects to offer service
to approximately one third of Connecticut's households by the
end of 1998. Management expects information and entertainment
operating costs to increase as the Corporation deploys the service.
Depreciation and amortization- Depreciation and amortization
expense increased $2.4, or 2.7%, due primarily to an increase in
the average depreciable telecommunications property, plant and
equipment.
Taxes other than income- The 6.4% decrease in taxes other than
income was due primarily to savings in wireline property taxes
as a result of the continuing reduction of overall corporate
space.
- 10 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Millions, Except Per Share Amounts)
Comparison of three months ended March 31, 1997 vs. three months
ended March 31, 1996
Interest Expense
For the Three Months Ended March 31, 1997 1996
Interest expense $22.7 $22.6
Interest expense was relatively flat, as interest on $100.0 of
6.50% medium-term notes issued February 4, 1997 was substantially
offset by savings from the redemption of $80.0 of medium-term
notes with an interest rate of 8.70% on February 18, 1997.
Other Income, net
For the Three Months Ended March 31, 1997 1996
Other income, net $.1 $3.7
The decrease in other income, net was due primarily to the
absence of a gain on the sale of wireless assets which occurred
in the first quarter 1996 and lower interest income.
Income Taxes
For the Three Months Ended March 31, 1997 1996
Income taxes $27.7 $31.0
The combined federal and state effective tax rate for the three
months ended March 31, 1997 was 37.5% compared with 37.3% for
the same period in 1996. The decrease in income taxes was due
to a corresponding decrease in income before income taxes.
Extraordinary Charge
For the Three Months Ended March 31, 1997 1996
Extraordinary charge, net of tax $(3.7) -
On February 18, 1997, the Telephone Company redeemed $80.0 of
8.70% medium-term notes due 2031. The early extinguishment of
debt resulted in an extraordinary charge of $3.7 after-tax, or
$.06 per share.
- 11 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Millions, Except Per Share Amounts)
Liquidity and Capital Resources
The Corporation generated cash flows from operations of $122.9
during the three months ended March 31, 1997 as compared with
$123.7 during the three months ended March 31, 1996. The impact
from lower restructuring payments was offset by the timing of
accounts payable payments. Capital expenditures were the primary
use of corporate funds.
On February 4, 1997, the Corporation issued $100.0 of 6.50%
medium-term notes due 2002. The issuance replaced a portion of
short-term debt related to the cellular acquisitions of July
1995. With the issuance, the Corporation's unissued, unsecured
debt securities registered with the SEC decreased to $125.0 from
$225.0.
On February 18, 1997, the Corporation redeemed $80.0 of 8.70%
medium-term notes as discussed previously.
The Corporation's ratio of debt to total capitalization
decreased to 73.8% at March 31, 1997 compared with 74.9% at year-
end 1996. For the first quarter of 1997, the Corporation's
Board of Directors declared a dividend of $.44 per share.
Management believes that the Corporation has sufficient internal
and external resources to finance the anticipated requirements
of business development. Capital additions and dividends are
expected to be funded primarily with cash from operations during
the remainder of 1997. The Corporation also has access to
external resources including lines of credit and long-term shelf
registration commitments.
WIRELINE
Competition
The Corporation continues to experience an increasingly competitive
environment with respect to telecommunications services in Connecticut.
Wireline competitors include interexchange carriers and competitive
access providers, and most recently, competitive local exchange
carriers ("CLEC"). Telecommunications providers continue to file
with the Department of Public Utility Control ("DPUC") to offer
competitive intrastate long-distance services, and major carriers
intensified their marketing efforts to sell long-distance services
since the full implementation of intrastate equal access.
Local service competition is expected to grow significantly in
1997; however, the financial impact cannot be predicted at this
time. Based on existing state and federal regulations, the
Telephone Company expects that many competitors will resell the
Telephone Company's network and that increased network access
revenues will offset a significant portion of local service
revenues lost to competition.
- 12 -
Form 10-Q - Part I Southern New England Telecommunications Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Millions, Except Per Share Amounts)
Regulatory Matters
Federal Regulatory Initiatives
In accordance with the Act, the Federal-State Joint Board adopted
a Recommended Decision on Universal Service on November 7, 1996.
The recommendation addresses the universal service provisions of
the Act and proposes that one federal fund be established to
provide support for universal service. The proposal calls for
interstate telecommunications service providers to contribute to
the fund based on their telecommunications revenue, net of
payments to other carriers. The revenue to be assessed may
either be total interstate and intrastate revenue, or interstate
revenue only. Management is currently evaluating the impact of
FCC decisions regarding universal service and access charges.
The Telephone Company filed its 1997 annual interstate access
price cap revisions in April 1997 and anticipates filing proposed
rate changes in June 1997 for effect July 1, 1997. These filings
will adjust interstate access rates for an experienced rate of
inflation, the FCC's productivity target and exogenous cost
changes, if any. The Telephone Company again elected a 4.0%
productivity factor.
State Regulatory Initiatives
On January 24, 1997, the Corporation filed a proposal with the
DPUC outlining steps to structure its wireline business,
including the Telephone Company, into separate retail and
wholesale subsidiaries. Under the proposal, the new retail
organization, a CLEC, will compete under the same regulations as
all other retail telecommunications providers in the state and
will bring innovative packages of products and services to the
consumer. The wholesale organization, an incumbent local exchange
carrier, will provide network services and functionality to retail
providers, including the Corporation's new CLEC, on neutral terms.
The Telephone Company's current directory publishing operations will
also be structured as a separate subsidiary of the Corporation. A
decision is expected in late June 1997.
In compliance with the Act, the Telephone Company has filed with
the DPUC numerous cost studies supporting its proposed wholesale
(i.e., resale) and unbundled rates for interconnection services.
On March 24, 1997, the DPUC issued a final decision setting a
uniform 17.8% discount rate off the Telephone Company's retail
prices for telecommunications services resold to CLECs. On April
23, 1997, the DPUC issued a final decision addressing the
proposal for allocation of HFC costs to video and telephony and
the Telephone Company's costs and rates associated with unbundled
loops, ports, multiplexing, and inter-wire center transport. In
this decision, the DPUC agreed to the Telephone Company's
proposed 50/50 allocation for video and telephony. It also
approved the proposal to include 100% of the cost of the loop in
its intrastate cost studies, rather than only 75% of the cost of
the loop (25% of the cost of the loop was previously allocated to
interstate services). In addition, the DPUC approved the cost
studies based on Total Service Long Run Incremental Cost (TSLRIC).
The Telephone Company submitted a revised tariff for unbundled loops,
ports, multiplexing, and inter-wire center transport reflecting the
findings in the decision.
- 13 -
Form 10-Q - Part II Southern New England Telecommunications Corporation
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There were no material developments in the first
quarter of 1997.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
On January 21, 1997, the Corporation and the
Telephone Company filed, separately, reports on
Form 8-K, dated January 21, 1997, announcing the
Corporation's 1996 financial results.
On April 23, 1997, the Corporation and the
Telephone Company filed, separately, reports on
Form 8-K, dated April 23, 1997 announcing the
Corporation's financial results for the first
quarter of 1997.
- 14 -
Form 10-Q - Part II Southern New England Telecommunications Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Southern New England Telecommunications Corporation
May 8, 1997
/s/ Donald R. Shassian
Donald R. Shassian
Senior Vice President and Chief Financial Officer
- 15 -
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