<PAGE>
<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] 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 33-91250
ROCHESTER TELEPHONE CORP.
(Exact name of registrant as specified in its charter)
New York 16-1469713
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 South Clinton Avenue, Rochester, NY 14646-0700
(Address of principal executive offices) (Zip Code)
(716) 777-1000
(Registrant's telephone number, including area code)
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 ___
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
No Par, No Stated Value Common Stock: 772 shares outstanding
as of July 31, 1996
The Registrant meets the conditions set forth in general
instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this form with the reduced disclosure format.
<PAGE>
<PAGE>
ROCHESTER TELEPHONE CORP.
Form 10-Q
Index
Page
Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Income for the three months ended
June 30, 1996 and June 30, 1995 and for the six
months ended June 30, 1996 and June 30, 1995 3
Balance Sheets as of June 30, 1996 and
December 31, 1995 4
Statements of Cash Flows for the six months ended
June 30, 1996 and June 30, 1995 5
Notes to Financial Statements 6
Item 2. Management's Narrative Analysis of the
Results of Operations 8
Part II. OTHER INFORMATION
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Index to Exhibits 16
<PAGE>
<PAGE>
ROCHESTER TELEPHONE CORP.
Statements of Income
(Unaudited)
3 Months Ended June 30, 6 Months Ended June 30,
In thousands 1996 1995 1996 1995
- - ----------------------------------------------------------------------
Revenues $81,971 $78,846 $163,105 $156,498
- - ----------------------------------------------------------------------
Costs and Expenses
Operating expenses 39,195 35,496 80,566 70,913
Depreciation and amortization 13,122 13,693 25,921 27,733
Taxes other than income taxes 5,801 6,731 10,899 13,265
- - ----------------------------------------------------------------------
Total Costs and Expenses 58,118 55,920 117,386 111,911
- - ----------------------------------------------------------------------
Operating Income 23,853 22,926 45,719 44,587
Interest expense 755 1,925 1,653 3,663
Other expense 460 588 1,091 1,263
- - ----------------------------------------------------------------------
Income Before Taxes and Cumulative
Effect of Change in Accounting
Principle 22,638 20,413 42,975 39,661
Income taxes 7,899 7,778 15,035 15,156
- - ----------------------------------------------------------------------
Income Before Cumulative Effect
of Change in Accounting
Principle 14,739 12,635 27,940 24,505
Cumulative effect of change in
accounting principle - - (6,949) -
- - ----------------------------------------------------------------------
Net Income $14,739 $12,635 $20,991 $24,505
======================================================================
See accompanying Notes to Financial Statements.
<PAGE>
<PAGE>
ROCHESTER TELEPHONE CORP.
Balance Sheets
June 30, December 31,
1996 1995
In thousands of dollars (Unaudited)
- - ----------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 2,773 5,643
Accounts receivable, (less allowance for
uncollectibles
of $1,307 and $1,421, respectively) 51,082 54,450
Accounts receivable - affiliates 2,218 2,273
Materials and supplies 3,126 3,084
Prepaid directory 7,289 13,038
Other Prepayments 845 1,752
- - ---------------------------------------------------------------
Total Current Assets 67,333 80,240
- - ---------------------------------------------------------------
Property, plant and equipment, net 328,139 340,545
Prepaid pension 29,228 28,305
Deferred and other assets 1,953 1,799
- - ---------------------------------------------------------------
Total Assets $426,653 $450,889
===============================================================
<PAGE>
LIABILITIES AND SHAREOWNER'S EQUITY
Current
Liabilities
Accounts payable $ 25,302 $ 42,054
Accounts payable - affiliates 16,369 9,770
Advances from affiliate 402 5,753
Advance billings 4,606 5,120
Taxes accrued 6,877 5,602
Other current liabilities 3,503 5,520
- - ---------------------------------------------------------------
Total Current Liabilities 57,059 73,819
- - ---------------------------------------------------------------
Long-Term debt 69,615 60,300
Deferred income taxes 29,280 36,196
Postretirement benefits obligation 22,167 20,253
Other long-term liabilities 4,458 9,238
- - ---------------------------------------------------------------
Total Liabilities 182,579 199,806
- - ---------------------------------------------------------------
Shareowner's Equity
Common stock, no par, no stated value 263,537 263,537
Retained earnings (19,463) (12,454)
- - ---------------------------------------------------------------
Total Shareowner's Equity 244,074 251,083
- - ---------------------------------------------------------------
Total Liabilities and Shareowner's
Equity $426,653 $450,889
===============================================================
See accompanying Notes to Financial Statements.
<PAGE>
<PAGE>
ROCHESTER TELEPHONE CORP.
Statements of Cash Flows
(Unaudited)
6 Months Ended June 30,
In thousands of dollars 1996 1995
- - ------------------------------------------------------------------------
Operating Activities
Net income $20,991 $24,505
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting
principle 10,691 -
Depreciation and amortization 25,921 27,733
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 3,423 (56,474)
(Increase) decrease in materials and supplies (42) 238
Decrease in prepaid directory 5,749 5,056
Decrease in other prepayments 907 45
(Increase) decrease in prepaid pension (923) 4,891
Increase in deferred and other assets (265) (6,709)
(Decrease) increase in accounts payable (7,434) 31,683
Decrease in advance billings (514) (1,553)
Increase in accrued interest and taxes 1,275 4,150
Decrease in other current liabilities (2,017) (2,062)
Increase in postretirement benefits
obligation 1,914 3,918
Decrease in deferred income taxes (6,916) (2,689)
(Decrease) increase in other long term
liabilities (7,499) 3,122
- - ------------------------------------------------------------------------
Total adjustments 24,270 11,349
- - ------------------------------------------------------------------------
Net cash provided by operating activities 45,261 35,854
- - ------------------------------------------------------------------------
Investing Activities
Expenditures for property, plant and equipment (24,095) (14,102)
- - ------------------------------------------------------------------------
Net cash used in investing activities (24,095) (14,102)
- - ------------------------------------------------------------------------
<PAGE>
Financing Activities
Repayments of long-term debt - (60,000)
Proceeds of long-term debt 9,315 39,576
Advances from affiliate (5,351) 7,351
Dividends paid (28,000) -
- - ------------------------------------------------------------------------
Net cash used in financing activities (24,036) (13,073)
- - ------------------------------------------------------------------------
Net (Decrease) Increase in Cash and Cash
Equivalents (2,870) 8,679
Cash and Cash Equivalents at Beginning of Period 5,643 -
- - ------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period 2,773 $ 8,679
- - ------------------------------------------------------------------------
- - ------------------------------------------------------------------------
See accompanying Notes to Financial Statements.
<PAGE>
<PAGE>
ROCHESTER TELEPHONE CORP.
Notes to Financial Statements
(Unaudited)
Note 1: Comparative Financial Statements
Rochester Telephone Corp. (the Company), a wholly
owned subsidiary of Frontier Corporation ("Frontier"),
received its net assets from Frontier on January 1, 1995.
Prior to January 1, 1995, the Company's results from
operations and net assets were included in the consolidated
financial statements of Frontier Corporation. The financial
statements have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange
Commission ("SEC"). Certain information and footnote
disclosures normally accompanying financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
SEC rules and regulations. In the opinion of the Company's
management, the financial statements include all adjustments
of a normal and recurring nature necessary to present fairly
the financial positions, results of operations and cash
flows for the interim periods. These financial statements
should be read in conjunction with the financial statements
and accompanying footnotes in the Company's Form 10-K for
the year ended December 31, 1995.
Note 2: Long-Lived Assets to Be Disposed Of
Effective January 1, 1996 the Company adopted
Financial Accounting Standards No. 121 (FAS 121),
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of". FAS 121 requires that
certain long-lived assets and identified intangibles be
written down to fair value whenever an impairment review
indicates that the carrying value cannot be recovered on an
undiscounted cash flow basis. The statement also requires
that certain long-lived assets and identifiable intangibles
to be disposed of be reported at fair value less selling
costs. The Company's adoption of this standard resulted in
a non-cash charge of $6.9 million (net of a tax benefit of
$3.7 million) and is reported in the Statement of Income as
a cumulative effect of a change in accounting principle.
The charge represents the cumulative adjustment required by
FAS 121 to remeasure the carrying amount of certain assets
held for disposal as of January 1, 1996. It applies to an
asset write-down for the expected impairment loss and
disposal costs for telephone switching equipment as a result
of the Company implementing a central office switch
consolidation project in its Rochester, New York market.
Note 3: Discontinuance of Regulatory Accounting
In September 1995, the Company discontinued the
application of FAS 71, "Accounting for the Effects of
Certain Types of Regulation" on its regulated telephone
operations. This change was based on the Company having
achieved full price regulation on both the intrastate and
interstate regulated telephone operations and recognition of
the fact that competition has increased to the point where
the Company believes traditional rate-base, rate of return
regulation for setting prices based on historical and future
costs is no longer feasible. As a result of the
discontinuance of FAS 71, the Company recorded a non-cash
extraordinary charge of $60.4 million, net of an income tax
benefit of $34.9 million.
Note 4: Cash Flows
For purposes of the Statement of Cash Flows, the
Company considers all highly-liquid investments with an
original maturity of three months or less to be cash
equivalents.
The Company paid cash dividends to Frontier in the
amount of $28.0 million in 1996.
Actual interest paid was $1.7 million and $ 6.2
million for the six month periods ended June 30, 1996 and
1995, respectively. The Company paid no income taxes during
the first half of 1996. Actual income taxes paid during the
six month period ended June 30, 1995 were $1.6 million.
Note 5: Subsequent Events
On August 6, 1996 the Board of Directors passed a resolution
to declare a quarterly dividend payment of $14 million
payable in cash on September 30, 1996, to the holders of
record of the Company's common stock as of July 31, 1996.
ROCHESTER TELEPHONE CORP.
ITEM 2 - MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS
OF OPERATIONS
Three Months Ended June 30, 1996 and 1995
DESCRIPTION OF BUSINESS
Rochester Telephone Corp. (the "Company") is a
regulated independent telephone company that serves
approximately 531,000 access lines in the greater Rochester,
New York metropolitan area. The Company was incorporated in
December 1994 as a wholly owned subsidiary of Frontier
Corporation. Frontier Corporation, previously known as
Rochester Telephone Corporation, has been providing local
telephone service in the greater Rochester market since
1920. The Company is the primary provider of basic telephone
services in the Rochester market and offers its customers a
full complement of local telephone network services, access
to long distance network services, directory and other
operator services. The Company also offers all of its
network services for sale on a wholesale basis to other
telecommunication service providers in the Rochester market.
RESULTS OF OPERATIONS
Revenues for the three months ended June 30, 1996 were
$82.0 million, an increase of $3.1 million or 4.0% over the
comparable period for 1995. Revenue growth was primarily
driven by an increase in intraLATA access as a result of
higher traffic volume from competing local service providers
and increased telephone feature revenue due to marketing
efforts and new products. These increases were partially
offset by rate reductions for business touch-tone as
stipulated by the Open Market Plan and a decline in
intraLATA toll revenues as a result of the introduction of a
flat-rate LATA wide calling plan introduced in February
1996. (See discussion of the Open Market Plan on
pages 12-13).
Costs and expenses for the three months ended June 30,
1996 amounted to $58.1 million, an increase of $2.2 million
or 3.9% over the three month period ended June 30, 1995. The
Company continued to incur costs and expenses relating to
contract negotiations with Communications Workers of
America, Local 1170, (the "Union") as discussed in the first
quarter results of operations. During the second quarter,
these costs were primarily for enhanced security coverage
and are included in operating expenses. The contract
negotiations are currently at an impasse and the Company has
implemented the terms of its final offer as of April 9,
1996. The Union protested the Company's action to the
National Labor Relations Board (NLRB). In June, the Company
received a favorable determination after review within the
agency which rejected all unfair labor practice claims that
could have impacted the declaration of impasse. The Union
has appealed these decisions within the NLRB. The Company
also experienced higher overtime costs associated with
increased network maintenance required to meet customer
service metrics and increases in the cost of sales
associated with data terminal equipment, ISDN and Centrex
services.
Depreciation and amortization expense for the second
quarter of 1996 decreased $.6 million or 4.2% from the
comparable period last year primarily due to the reduction
in deprecation expense associated with the impairment loss
and plant writedown under FAS 121.
During late 1995, management committed to a plan which
makes Rochester Telephone Corp. the first company in the
United States to begin a central office switch consolidation
project in a major market. The three-year plan to
consolidate host switches by over 60% is projected to
improve network efficiency and reduce the cost of
maintenance and software upgrades.
Other Income Statement Items
Interest expense for the three month period ended June
30, 1996 amounted to $.8 million, a decrease of $1.2 million
or 60.8% from the comparable period in 1995. This decrease
is due to lower average debt levels in 1996 as compared to
1995 and reduced interest rates resulting from the Company's
refinancing of the outstanding debt previously issued under
the revolving credit agreement in the first quarter of 1996.
The effective income tax rate for the second quarter of
1996 was 34.9% versus 38.1% for the second quarter 1995. The
decrease in the effective tax rate is a result of the
Company's discontinuance of regulatory accounting for
deferred taxes associated with its telephone plant.
Six Months Ended June 30, 1996 and 1995
RESULTS OF OPERATIONS
Revenues for the six months ended June 30, 1996 were
$163.1 million, an increase of $6.6 million or 4.2% over the
comparable period for 1995. Revenue growth was primarily
driven by a 3.6% increase in access lines, a 6.6% increase
in minutes of use, aggressive marketing, new products and a
higher demand for services in the open market environment.
These increases were partially offset by rate reductions for
business touch-tone as stipulated by the Open Market Plan
and a reduction in intraLATA toll revenues resulting from
the February 1996 introduction of a flat rate LATA-wide
calling plan. (See discussion of the Open Market Plan on
pages 12-13).
Costs and expenses for the six months ended June 30,
1996 amounted to $117.4 million, an increase of $5.5 million
or 4.9% over the six month period ended June 30, 1995. This
increase is primarily the result of certain one-time costs
incurred related to higher labor and associated expenses
resulting from the expiration of the Communication Worker's
of America (CWA) Local 1170 union labor agreement with the
Company. These increased costs were necessary to ensure
continued high standards of customer service in the event of
a work stoppage. The contract negotiations are currently at
an impasse and the Company has implemented the terms of its
final offer as of April 9, 1996. The Union protested the
Company's action to the National Labor Relations Board
(NLRB). In June, the Company received a favorable
determination rejecting all unfair labor practice claims
that could have impacted the declaration of impasse. The
Union has appealed these decisions to the full NLRB. In
addition, the Company experienced higher overtime costs
resulting from increased network maintenance required to
meet customer service metrics, increases in the cost of
sales associated with data terminal equipment, ISDN and
Centrex services and increased cost of security coverage.
Depreciation and amortization expense for the first
half of 1996 decreased $1.8 million or 6.5% from the
comparable period last year, primarily due to the reduction
in deprecation expense associated with the impairment loss
and plant writedown under FAS 121.
Net income for the first six months of 1996 was $20.9
million as compared to net income of $24.5 million for the
same period in 1995. The six months results for 1996
reflect a one-time after tax charge of $6.9 million for the
adoption of Financial Accounting Standards Board Statement
No.121 (FAS 121), "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of",
which related to a central office switch consolidation
project discussed below. Excluding this charge, 1996 net
income increased by $3.4 million or 14.0% over the
comparable 1995 period.
During 1995, management committed to a plan which makes
Rochester Telephone Corp. the first company in the United
States to begin a central office switch consolidation
project in a major market. The three-year plan to
consolidate host switches by over 60% is projected to
improve network efficiency and reduce the cost of
maintenance and software upgrades.
Other Income Statement Items
Interest expense for the six month period ended June
30, 1996 amounted to $1.7 million, a decrease of $2.0
million or 54.9% from the comparable period of 1995. This
decrease is attributed to lower average outstanding debt
levels and reduced interest rates resulting from the
Company's refinancing of outstanding debt previously issued
under the Company's revolving credit agreement in the first
quarter of 1996.
The effective income tax rate for the first six months
of 1996 was 35.0% as compared to 38.2% for the first half of
1995. The decrease in the effective tax rate is a result of
the Company's discontinuance of regulatory accounting for
deferred taxes associated with its telephone plant.
FINANCIAL CONDITION
Review of Cash Flow Activity
At June 30, 1996, the Company had $2.8 million in cash
and cash equivalents as compared with $8.7 million at June
30, 1995. Cash generated from operations amounted to $24.3
million for the six months ended June 30, 1996 as compared
to $11.3 million for the comparable period in 1995, an
increase of $13.0 million. Offsetting the cash provided by
operating activities in 1996 and 1995 are outflows for
capital expenditures of $24.1 million and $14.1 million,
respectively.
Financing activities resulted in a net cash outflow of
$24.0 million for the six months ended June 30, 1996
compared with a net cash outflow of $13.1 million for the
same period last year. In the first half of 1996, the
Company paid cash dividends of $28.0 million and repaid
advances to Frontier Corporation in the amount of $5.4
million. These cash outflows were offset by net borrowings
under the Company's commercial paper program of $9.3
million. In the comparable period in 1995, financing
activities included $60.0 million for debt repayment offset
by $39.6 million of proceeds from the issuance of long term
debt and $7.4 million advanced from Frontier Corporation. No
cash dividends were paid during the first six months of
1995.
Debt
At June 30, 1996, the Company's total outstanding long-
term debt amounted to $69.6 million. This debt consisted of
$29.6 million issued under the Company's commercial paper
program and $40.0 million of medium-term notes issued on
March 27, 1995.
In the first quarter of 1996, the Company refinanced
the outstanding debt previously issued under the revolving
credit agreement with commercial paper issued by Chase
Manhattan. The Company's commercial paper program is backed
by the revolving credit agreement.
Debt Ratio and Interest Coverage
The Company's debt ratio (total debt as a percent of
total capitalization) was 22.2% at June 30, 1996 as compared
with 19.4% at December 31, 1995. This change is primarily
due to an increase in commercial paper borrowings and the
payment of dividends during 1996. Pre-tax interest coverage,
excluding nonrecurring charges, was 28.7 times through the
first six months of 1996, as compared with 11.8 times for
the first six months of 1995.
Capital Spending
For the six months ended June 30, 1996, capital
expenditures amounted to $23.9 million as compared to $13.6
million for the comparable period in 1995. The Company
plans to spend a total of approximately $52.0 million on its
1996 annual capital program, representing an increase of
$13.4 million over the 1995 level. This increase is largely
driven by capital requirements associated with the host
consolidation project.
OTHER ITEMS
Open Market Plan
The Company began its second year of operations under
the Open Market Plan. The Open Market Plan promotes
telecommunications competition in the Rochester, New York
market by providing for (1) interconnection of competing
local networks including reciprocal compensation for
terminating traffic, (2) equal access to network databases,
(3) access to local telephone numbers and (4) service
provider number portability. The inherent risk associated
with opening the Rochester market to competition is that
some customers are able to purchase services from
competitors, which reduces the number of retail customers
and potentially causes a decrease in the revenues and
profitability for the Company. However, results in 1995 and
in the first half of 1996, indicate that a stimulation of
demand in the use of the network and new product revenue can
offset the loss of some retail customers. Increased
competition may also lead to additional price decreases for
services, adversely impacting the Company's margins. During
the seven year period of the Open Market Plan Agreement,
rate reductions of $21 million, $11.5 million of which
occurred through 1995 and an additional $2.5 million which
will occur during 1996, will be implemented for Rochester
area consumers and rates charged for residential and
business telephone service may not be increased. The Open
Market Plan does not require the Company to rebate any
additional earnings achieved through operating efficiencies
that previously would have been shared with customers.
In addition to the required rate reductions, the Open
Market Plan prohibits the payment of dividends by the
Company to Frontier Corporation if (i) the Company's senior
debt has been downgraded to "BBB" by Standard & Poor's
("S&P"), or the equivalent rating by other rating agencies
or is placed on credit watch for such a downgrade, or (ii) a
service quality penalty is imposed under the Open Market
Plan. Dividends paid to the parent, Frontier Corporation,
also are prohibited unless the Company's directors certify
that such dividends will impair neither the Company's
service quality nor its ability to finance its short and
long term capital needs on reasonable terms while
maintaining an S&P debt rating target of "A".
AT&T Communications of New York filed a complaint with the
PSC for reconsideration of the Open Market Plan on October
3, 1995. The complaint primarily seeks changes in the
wholesale discount, the minutes of use surcharge and changes
in a number of operational and support activities. Some of
these issues are also being considered in other states in
other unrelated local competition proceedings. On July 18,
1996, the NYSPSC issued an order establishing a temporary
wholesale discount of 13.5% and eliminating the minutes of
use surcharge. The temporary discount is subject to increase
or decrease, retroactive to July 24, 1996, when permanent
wholesale rates are set. The NYSPSC has indicated that it
plans to set permanent wholesale rates in October 1996. In
addition, on August 1, 1996, the Federal Communications
Commission (the "FCC") adopted a First Report and Order (the
"First Report and Order") in a core rulemaking proceeding to
implement the Telecommunications Act of 1996 (the "Act").
That First Report and Order established rules and guidelines
to promote local competition, affecting the Company and all
other competitors in local telecommunications markets. The
FCC's action is subject to reconsideration and to appellate
review. The Company is considering its options with respect
to the July 18th Order and the First Report and Order and
cannot predict the outcome of these matters.
PART II - OTHER INFORMATION
Item 5. Other Information
First Report and Order
The Act, enacted into law in February 1996, requires
the FCC and state commissions to remove barriers protecting
telecommunications monopolies and to affirmatively promote
competition. FCC and state commission action to implement
the Act has been ongoing.
On August 1, 1996, the FCC adopted a First Report and
Order in a core proceeding to implement the local competition
provisions of the Act. The FCC order provides minimum
requirements for local telephone companies to follow to
permit competitors to enter local markets, to use the
services and facilities of the large incumbent carrier, and
to compete directly. These requirements will be administered
by the FCC itself, in some instances, and by the states, in
other instances. For example, the FCC order addresses
requirements that local telephone companies, including
Rochester Telephone Corp., provide interconnection, access to
unbundled elements and discounts to other carriers to resell
local services. The order also provides methods of obtaining
interconnection and access to unbundled elements, as well as
pricing methodologies for such interconnection and unbundled
elements. The Company cannot predict what the impact of the
1996 Act and the First Report and Order will be at this time.
Employees and Labor Relations
The labor contract between the Communications Workers
of America (CWA) Local 1170 and the Company expired on
January 31, 1996. The Company's total workforce
approximated 1,586 employees at June 30, 1996. Membership in
the CWA Local accounted for approximately 43% of that total.
After six months of collective bargaining without reaching
an agreement, the Company declared that the negotiations
were at impasse and implemented the terms of its final offer
effective April 9, 1996. The CWA Local 1170 is challenging
the Company's declaration of impasse and implementation
through the filing of several unfair labor practice charges
with the National Labor Relations Board (NLRB). The Company
cannot predict the final outcome of these matters at this
time.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Index
(b) Reports on Form 8-K filed during the quarter: None
filed.
<PAGE>
<PAGE>
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.
ROCHESTER TELEPHONE CORP.
------------------------------------
(Registrant)
Dated: August 13, 1996 By: /s/ Martin Mucci
--------------------------
Martin Mucci
Vice President and Treasurer
(and principal financial officer)
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Reference
3.1 Certificate of Incorporation Incorporated by reference
to Exhibit 3.1 to Form 10-K
for the year ended
December 31,1995.
3.2 Certificate of Amendment to Incorporated by reference
Certificate of Incorporation to Exhibit 3.2 to Form
10-K for the year ended
December 31, 1995.
3.3 Bylaws Incorporated by reference
to Exhibit 3.3 to Form 10-K
for the year ended
December 31,1995.
27 Financial Data Schedule Filed herewith
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ROCHESTER TELEPHONE CORP.'S FINANCIAL STATEMENTS FOR THE SIX MONTH
PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000936105
<NAME> ROCHESTER TELEPHONE CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,773
<SECURITIES> 0
<RECEIVABLES> 52,389
<ALLOWANCES> 1,307
<INVENTORY> 3,126
<CURRENT-ASSETS> 67,333
<PP&E> 875,561
<DEPRECIATION> 547,422
<TOTAL-ASSETS> 426,653
<CURRENT-LIABILITIES> 56,657
<BONDS> 69,615
0
0
<COMMON> 263,537
<OTHER-SE> (19,463)
<TOTAL-LIABILITY-AND-EQUITY> 426,653
<SALES> 0
<TOTAL-REVENUES> 163,105
<CGS> 0
<TOTAL-COSTS> 117,386
<OTHER-EXPENSES> 1,091
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,193
<INCOME-PRETAX> 42,975
<INCOME-TAX> 15,035
<INCOME-CONTINUING> 27,940
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (6,949)
<NET-INCOME> 20,991
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
