-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, leERN5kN1iHjucqlttPuaAPvzS3oxU/5fb1KKbE+gJooVr3lRMX4dKroV83WGeaB kKgH8J7QqH1w2gS/7BMTBQ== 0000732718-94-000007.txt : 19940419 0000732718-94-000007.hdr.sgml : 19940419 ACCESSION NUMBER: 0000732718-94-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19940418 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US WEST INC CENTRAL INDEX KEY: 0000732718 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 840926774 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611 FILM NUMBER: 94523132 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936629 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 FORM 8-K USW 1ST QTR EARNINGS 1994 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 18, 1994 U S WEST, INC. A Colorado Commission File IRS Employer Identification Corporation Number 1-8611 No. 84-0926774 7800 East Orchard Road, Englewood, Colorado 80111 Telephone Number (303) 793-6500 2 Item 7. Exhibits 99A Press Release issued April 18, 1994 concerning the first-quarter earnings results of U S WEST, Inc. (the "Company"). 99B.1 Unaudited Consolidated Statements of Income of the Company for quarters ended March 31, 1993 and March 31, 1994, filed in connection with the Press Release dated April 18, 1994. 99B.2 Unaudited Selected Consolidated Data of the Company for quarters ended March 31, 1993 and March 31, 1994, filed in connection with the Press Release dated April 18, 1994. 99B.3 Unaudited Consolidated Balance Sheets of the Company filed in connection with the Press Release dated April 18, 1994. 99B.4 Unaudited Consolidated Statements of Cash Flows of the Company for quarter ended March 31, 1993 and March 31, 1994, filed in connection with the Press Released dated April 18, 1994. 99B.5 Unaudited Statements of Income of the Company for quarters ended March 31, 1993 and March 31, 1994, filed in connection with the Press Release dated April 18, 1994. 3 SIGNATURE 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 hereunto duly authorized. U S WEST, Inc. /s/ STEPHEN E. BRILZ By __________________________ Stephen E. Brilz Senior Attorney and Assistant Secretary Dated: April 18, 1994 EX-99 2 PRESS RELEASE DATED 4/18/94 USW 1ST QTR EARNINGS 1 EXHIBIT 99A U S WEST, Inc. 7800 East Orchard Road Englewood, CO 80111 303 793-6500 NEWS RELEASE Release Date: April 18, 1994 Contact: Blair Johnson, 303-793-6296 Lois Leach, 303-793-6355 U S WEST REPORTS 9.5 PERCENT INCREASE IN EARNINGS, RECORD GROWTH IN TELEPHONE LINES AND CELLULAR SUBSCRIBERS ENGLEWOOD, COLO. -- U S WEST (NYSE: USW) today reported that its first-quarter income from continuing operations increased 9.5 percent to $324 million. The company also reported record growth in telephone access lines and cellular subscribers. U S WEST Communications, the company's telecommunications subsidiary, reported a first-quarter increase in net income of 11.2 percent, reflecting strong volume growth and continued cost controls. The number of telephone access lines the company serves increased by 510,000, or a record 3.8 percent, over first- quarter last year -- excluding the effects of the sale of 20,000 lines in rural telephone exchanges. In addition, minutes of use, an indicator of long-distance calling volumes, grew by 9.1 percent. U S WEST's other business also enjoyed robust growth. U S WEST Cellular set a first-quarter record by adding 64,000 subscribers, a 53-percent increase form first-quarter 1993, for a total customer base of 665,000. In its international businesses, U S WEST reported solid growth, especially at its TeleWest Communications and Mercury One-2-One joint ventures in the United Kingdom. TeleWest, a joint venture with Tele-Communications Inc. (TCI) that provides combined cable- television and telephone service, increased its cable-TV subscribers by more than 50 percent, and the number of telephone lines it serves by more than 70 percent in the last 12 months. Excellent response to its new wireless telephones in the U.K. prompted Mercury One-2-One, a U S WEST-Cable & Wireless joint venture, to accelerate its construction program to have a presence in most major metropolitan areas in the U.K. by the end of 1994. 2 Also in the first quarter, U S WEST announced the formation of the Russian Telecommunications Development Corporation (RTDC), an innovative organization that is managing and funding improvements in Russia's telecommunications infrastructure. Recognizing the value of U S WEST's Russian businesses, several outside investors and the Overseas Private Investment Corporation (OPIC) are providing significant funding for these projects. Overall, U S WEST's strong volume growth, which drove up revenue 5.2 percent to $2.6 billion, and continued cost controls resulted in a 7.7 percent increase in the company's earnings before interest, taxes, depreciation and amortization, or EBITDA. On a per-share basis, U S WEST's first-quarter earnings from continuing operations increased to $0.73, compared with $0.71 at this time last year.* The earnings-per-share results reflect an increase of about 35 million additional shares outstanding in the last six months.** "Besides its double-digit earnings growth, our telephone company made good progress in restructuring its business and preparing to test interactive television services in Omaha later this year," said Richard McCormick, U S WEST chairman and chief executive officer. "I'm also pleased with the great strides we're making outside our region -- in our partnership with Time Warner Entertainment and internationally." U S WEST is in the connections business, helping customers share information, entertainment and communications services in local markets worldwide. U S WEST's major subsidiary, U S WEST Communications, provides services to 25 million customers in 14 western and midwestern states. # # # [FN] Footnotes * Continuing operations represent company results minus the contributions of U S WEST's financial services businesses, which the company is exiting. These businesses are being treated as discontinued operations for accounting purposes. ** Of the 35 million additional shares outstanding, 22 million shares were sold in a fourth-quarter 1993 equity offering. In first-quarter 1994, about 5.5 million shares were sold as part of a lawsuit settlement and U S WEST contributed 4.6 million shares to an employee benefit trust. # # # EX-99 3 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) EXHIBIT 99B.1 CONSOLIDATED STATEMENTS OF U S WEST, Inc. INCOME (UNAUDITED)
Quarter Ended Dollars in millions, March 31, % except per share amounts 1994 1993 Change - -------------------------------------------------- ----------- ----------- SALES AND OTHER REVENUES $2,641 $2,510 5.2 EXPENSES Employee-related costs 911 870 4.7 Other operating expenses 477 472 1.1 Taxes other than income taxes 108 105 2.9 ----------- ----------- ----------- Earnings before interest, taxes, depreciation, amortization and other (EBITDA) 1,145 1,063 7.7 ----------- ----------- ----------- Depreciation and amortization 503 490 2.7 Interest expense 109 106 2.8 Other expense - net 11 18 (38.9) ----------- ----------- ----------- Income from continuing operations before income taxes 522 449 16.3 Provision for income taxes 198 153 29.4 ----------- ----------- ----------- Income from continuing operations 324 296 9.5 Discontinued operations, - 20 - net of tax ----------- ----------- ------------ NET INCOME $324 $316 2.5 ======================= ============ Earnings per share: Continuing operations $0.73 $0.71 2.8 Discontinued operations - 0.05 - ----------- ----------- ------------ EARNINGS PER SHARE $0.73 $0.76 (3.9) ======================= ============ Note: Certain reclassifications within the financial statements have been made to conform to the current year presentation.
-1- EX-99 4 SELECTED CONSOLIDATED DATA (UNAUDITED) EXHIBIT 99B.2 SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
Quarter Ended Dollars in millions, March 31, % except per share amounts 1994 1993 Change - ---------------------------------------------------------------- -------- U S WEST, Inc. SELECTED STATISTICS EBITDA $1,145 $1,063 7.7 EBITDA margin 43.4% 42.4% - Capital expenditures $600 $452 32.7 Return on shareowners' equity (Note 1) 21.3% 14.1% - Debt-to-capital ratio (Note 2) 53.9% 55.1%# - Dividends per share $0.535 $0.535 - Average shares outstanding (thousands) 444,378 415,082 7.1 Shares outstanding (thousands) 452,826 415,429 9.0 Employees 61,080 62,396 (2.1) TELEPHONE COMPANY STATISTICS Access lines (thousands): Business 3,932 3,759 4.6 Consumer 10,027 9,710 3.3 Total access lines (Note 3) 13,959 13,469 3.6 Billed access minutes of use (millions): Interstate 10,620 9,782 8.6 Intrastate 2,011 1,799 11.8 Total access minutes of use 12,631 11,581 9.1 EBITDA $1,006 $941 6.9 EBITDA margin 45.4% 44.0% - Debt-to-capital ratio 61.9% 63.0%# - Capital expenditures $551 $406 35.7 Employees 49,340 50,947 (3.2) CELLULAR REVENUE AND SELECTED STATISTICS Cellular service revenue $132.3 $94.6 39.9 Cellular equipment revenue $21.9 $9.6 - Cellular operating cash flow (EBITDA) $33.6 $21.2 58.5 Cellular operating cash flow margin 25.4% 22.4% - Cellular subscribers 665,000 435,000 52.9 Total adjusted POPs (millions) 18.5 17.4 6.3 # As of December 31, 1993. Note 1: Based on income from continuing operations. Note 2: 1994 and 1993 debt-to-capital ratio including discontinued operations is 58.3% and 59.7%. Note 3: First quarter 1994 access line growth, excluding 1994 rural exchange sales of 20,000 lines, was 3.8%.
-2- EX-99 5 CONSOLIDATED BALANCE SHEETS (UNAUDITED) EXHIBIT 99B.3 CONSOLIDATED BALANCE SHEETS U S WEST, Inc. (UNAUDITED)
March 31, December 31, In millions 1994 1993 - ------------------------------------------ ------------------------ ASSETS Current assets: Cash and cash equivalents $446 $128 Accounts and notes receivable 1,544 1,570 Inventories and supplies 203 193 Prepaid and other 648 609 ------------------------ Total current assets 2,841 2,500 ------------------------ Property, plant and equipment - net 13,216 13,232 Investment in Time Warner Entertainment 2,529 2,552 Net assets of discontinued operations * 515 554 Other assets 2,078 1,842 ------------------------ Total assets $21,179 $20,680 ======================== LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Short-term debt $2,093 $1,776 Accounts payable 708 977 Current portion of restructuring charges 443 456 Other 1,911 1,772 ------------------------ Total current liabilities 5,155 4,981 ------------------------ Long-term debt 5,349 5,423 Postretirement and other postemployment benefit obligations 2,432 2,699 Deferred taxes, credits and other 1,868 1,716 Shareowners' equity: Common shares 7,457 6,996 Retained earnings (deficit) ** (839) (892) LESOP guarantee (243) (243) ------------------------ Total shareowners' equity 6,375 5,861 ------------------------ Total liabilities and shareowners' equity $21,179 $20,680 ======================== * All assets and liabilities associated with discontinued operations are presented in the line item "Net assets of discontinued operations". ** Includes an extraordinary $3.1 billion (after-tax) charge to discontinue accounting for U S WEST Communications in accordance with SFAS No. 71 as of September 30, 1993.
-3- EX-99 6 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) EXHIBIT 99B.4 CONSOLIDATED STATEMENTS OF U S WEST, Inc. CASH FLOWS (UNAUDITED)
Quarter Ended March 31, In millions 1994 1993 - ----------------------------------------------------------------------- OPERATING ACTIVITIES Net income $324 $316 Adjustments to net income: Depreciation and amortization 503 490 Discontinued operations - (20) Deferred income taxes and amortization of investment tax credits 75 17 Changes in operating assets and liabilities: Accounts and notes receivable 26 (23) Inventories, supplies and other (59) (71) Accounts payable and accrued liabilities (44) 136 Other - net (68) (189) - ----------------------------------------------------------------------- Cash provided by operating activities 757 656 - ----------------------------------------------------------------------- INVESTING ACTIVITIES Expenditures for property, plant and equipment (654) (640) Proceeds from disposals of property, plant and equipment, net 18 22 Other - net (76) (73) - ----------------------------------------------------------------------- Cash (used) for investing activities (712) (691) - ----------------------------------------------------------------------- FINANCING ACTIVITIES Net proceeds from short-term debt 335 422 Proceeds from issuance of long-term debt 182 112 Repayments of long-term debt (116) (229) Dividends paid (223) (201) Proceeds from issuance of common stock 256 19 - ----------------------------------------------------------------------- Cash provided by financing activities 434 123 - ----------------------------------------------------------------------- Cash provided by continuing operations 479 88 - ----------------------------------------------------------------------- Cash provided by (used for) discontinued operations (161) 25 - ----------------------------------------------------------------------- CASH AND CASH EQUIVALENTS Increase 318 113 Beginning balance 128 159 - ----------------------------------------------------------------------- Ending balance $446 $272 =======================================================================
-4- EX-99 7 STATEMENTS OF INCOME (UNAUDITED) EXHIBIT 99B.5 STATEMENTS OF INCOME U S WEST COMMUNICATONS, Inc. (UNAUDITED)
Quarter Ended March 31, Dollars in millions 1994 1993 % Change - --------------------------------------------------------------------- REVENUES Local service $985 $937 5.1 Access charges - interstate 562 538 4.5 Access charges - intrastate 174 170 2.4 Long distance network service 351 356 (1.4) Other services 146 140 4.3 ------------------------------------ Total operating revenues 2,218 2,141 3.6 EXPENSES Employee-related costs 717 696 3.0 Other operating expenses 398 408 (2.5) Taxes other than income taxes 97 96 1.0 ------------------------------------ Earnings before interest, taxes, depreciation, amortization and other (EBITDA) 1,006 941 6.9 ------------------------------------ Depreciation and amortization 465 442 5.2 Interest expense 80 99 (19.2) Other income - net 14 - - ------------------------------------ Income before income taxes 475 400 18.8 Provision for income taxes 178 133 33.8 ------------------------------------ NET INCOME $297 $267 11.2 ==================================== Note: Certain reclassifications within the financial statements have been made to conform to the current year presentation.
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