COMSAT CORP
8-K, 1996-07-22
COMMUNICATIONS SERVICES, NEC
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                     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 (Date of earliest event reported):
                               July 22, 1996
                               -------------


                             COMSAT Corporation
             -------------------------------------------------
             (Exact name of Registrant as specified in Charter)


             District of Columbia        1-4929       52-0781863
             ------------------------ ----------- --------------
             (State or other juris-   (Commission   (IRS Employer
           diction of incorporation)  File Number) Identification
                                                   Number)


               6560 Rock Spring Drive, Bethesda, MD     20817
             ---------------------------------------   --------
             (Address of principal executive offices)  Zip Code


     Registrant's telephone number, including area code (301) 214-3000


                              Not applicable.
              ------------------------------------------------
       (Former name or former address, if changed since last report).



<PAGE>

ITEM 5.  OTHER EVENTS

     Attached to this report as Exhibit 99.1, and incorporated by reference
in this item, is a Press Release of the  Corporation,  distributed  on July
19, 1996,  announcing  the  resignation  of Bruce Crockett as President and
Chief Executive  Officer and as a director of the Corporation.  The release
also  announces  that  Betty C.  Alewine  has been  elected by the Board of
Directors  to serve as  President  and  Chief  Executive  Officer  and as a
director of the Corporation.

     Attached to this report as Exhibit 99.2, and incorporated by reference
in this item, is a Press Release of the  Corporation,  distributed  on July
19, 1996, announcing second quarter operating results and the status of the
Corporation's assessment of strategic alternatives.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits  (listed  according to the number assigned in Item 601 of
Regulation S-K).

Exhibit No.                            Description
- -----------                            -----------

    99.1              Press Release dated July 19, 1996 announcing
                      resignation of the Corporation's President and the
                      election of a successor.

    99.2              Press Release dated July 19, 1996 announcing
                      second quarter operating results and the status of
                      the Corporation's assessment of strategic
                      alternatives.



                                     2

<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 hereunto duly authorized.



                                     COMSAT Corporation
                                     ------------------
 
 

                                         /s/Alan Korobov
                                     By: ---------------
                                         Alan Korobov
                                         Controller
 


Date:  July 19, 1996



                                     3

<PAGE>

                               EXHIBIT INDEX
                               --------------




    Exhibit No.                           Description
    -----------                           -----------


    99.1                 Press Release dated July 19, 1996 announcing
                         resignation of the Corporation's President and the
                         election of a successor.

    99.2                 Press Release dated July 19, 1996 announcing second
                         quarter operating results and the status of the
                         Corporation's assessment of strategic alternatives.


<PAGE>


COMSAT CORPORATION NEWS RELEASE

FROM:             COMSAT Corporation
                  6560 Rock Spring Drive
                  Bethesda, MD 20817
PHONE:            301 214 3442
FAX:              301 214 7130
DATE:             July 19, 1996



For Immediate Release
- ---------------------


                    COMSAT Announces Resignation Of CEO,
                           Election Of Successor

     Bethesda,  Md. -- COMSAT  Corporation  (NYSE: CQ) today announced that
Bruce Crockett has resigned as president and chief executive officer and as
a director  of the  Corporation,  effective  immediately,  to pursue  other
business interests.  The Board of Directors has elected Betty C. Alewine to
serve as president and chief  executive  officer of the  Corporation.  Mrs.
Alewine also was elected to the Corporation's Board of Directors.

     "Mrs.  Alewine has  exhibited  exemplary  leadership  in managing  the
Corporation's  core  international  telecommunications  businesses over the
past few years and, in the Board's  view,  is the person best  qualified to
lead the  Corporation,"  said C. J. Silas,  chairman  of the  Corporation's
Board of Directors.  Mrs. Alewine joined COMSAT in 1986,  having previously
been employed at MCI in a senior management capacity.  Most recently,  Mrs.
Alewine  has been the  president  of  COMSAT  International  Communications
(CIC).

     "The CIC operating  divisions under Mrs. Alewine's direction accounted
for more  than half of the  Corporation's  consolidated  revenues  and over'
two-thirds of COMSAT's total operating  income in 1995," said Silas.  "Mrs.
Alewine  also has  played a key role in  COMSAT's  efforts  to  restructure
INTELSAT  and  Inmarsat,  which  continue  to  be a  top  priority  of  the
Corporation,  and her  experience as a recent past Chairman of the INTELSAT
Board  of  Governors  remains  invaluable  to that  initiative.  Under  her
leadership,  COMSAT's  international  ventures unit expanded its operations
into 13 countries and experienced a twelve-fold increase in revenue in less
than four years."

     "COMSAT's  core  strengths  are  in  international  telecommunications
services and international  ventures.  The Corporation plans to concentrate
its primary  efforts on those  businesses,"  stated  Silas.  "International
communications  is the fastest  growing  segment of the  telecommunications
industry,  and COMSAT is ideally  positioned  to capitalize on those growth
opportunities,  given its long history and involvement in those markets.

                                -- more --


COMSAT and (graphic trademark) are the registered trademark of COMSAT 
Corporation.




<PAGE>

Annoucement of CEO Successor -- Page 2


     To leverage  that  experience  and market  position,  the  Corporation
intends,   over   time,   to  deploy   its   capital   into   international
telecommunications  services  and  ventures.  This  could  entail a further
reduction in the Corporation's  ownership interest in Ascent  Entertainment
Group,  Inc.  COMSAT's  interest in Ascent is a valuable  asset that can be
monetized at the right time to achieve that  objective."  COMSAT  currently
owns 80.67 percent of Ascent's common stock.

     In a  separate  press  release  issued  today,  the  Corporation  also
announced its earnings for the second quarter.

     A biography of Mrs. Alewine is attached to this press release.

     COMSAT Corporation is a global provider of communications services and
products.

                                   # # #

CONTACT:
- -------
Press:
Janet Dewar          Vice President, Corporate Affairs           (301) 214-3442

Financial Community:
Allen Flower         Vice President and Chief Financial Officer  (301) 214-3660








<PAGE>

                              Betty C. Alewine

     Betty C. Alewine is president  and chief  executive  officer of COMSAT
Corporation,  an  international  telecommunications  products  and services
company with annual revenues of $852 million.

     Mrs.  Alewine  became CEO in July 1996 after  serving for the past two
years as  President  of  COMSAT  International  Communications  (CIC),  the
company's  largest  operating  unit,  which  includes  COMSAT World Systems
(CWS), COMSAT Mobile Communications  (CMC), COMSAT Personal  Communications
(CPC) and COMSAT  International  Ventures  (CIV).  The operating  divisions
under her  direction  accounted  for more  than  half of the  Corporation's
consolidated  revenues  and over  two-thirds  of COMSAT's  total  operating
income in 1995.

     Under  Mrs.  Alewine's  leadership,  COMSAT's  international  ventures
expanded operations to 13 countries and experienced a twelve-fold  increase
in revenues in less than four years.  She has been the  president of COMSAT
Argentina,  a  wholly-owned  subsidiary  of COMSAT  and also  served on the
boards of several other COMSAT foreign ventures.

     Mrs.   Alewine   has  been  a  principal   architect   in  the  recent
organizational  restructuring and strategic  realignment of COMSAT's mobile
communications  business,  and she  continues  to be  actively  involved in
COMSAT's  efforts to restructure  INTELSAT and Inmarsat,  a top priority of
the Corporation.

     From   1990-1995,   Mrs.   Alewine   served  as  the  United   States'
representative   to  the   Board   of   Governors   of  the   International
Telecommunications Satellite Organization (INTELSAT). The INTELSAT Board of
Governors is the body responsible for the strategic business, financial and
operating  decisions  of the  consortium.  In June 1994,  Mrs.  Alewine was
elected  chairman of the Board of  Governors  for a one-year  term,  having
served the previous year as vice chairman.

     Earlier at COMSAT,  Mrs.  Alewine served as vice president and general
manager of COMSAT's INTELSAT  Satellite Services (ISS) -- the forerunner to
today's  CWS -- where she built a  marketing  and  operations  organization
prepared  to  meet   growing   competition   in   international   satellite
communications.  Prior  to  that,  she was  vice  president  of  sales  and
marketing for both ISS and Maritime Services.
 
     Mrs.  Alewine  joined  COMSAT  in 1986 from MCI where she was a senior
national  accounts  manager.  She began her  career in sales and  marketing
management at Xerox Corporation.

     Mrs.  Alewine is a member of the U.S.  Department of State's  Advisory
Committee on International  Communications  and Information  Policy. She is
also on the Inter-American Development Bank Advisory Council.








<PAGE>

COMSAT CORPORATION NEWS RELEASE

FROM:             COMSAT Corporation
                  6560 Rock Spring Drive
                  Bethesda, MD 20817
PHONE:            301 214 3442
FAX:              301 214 7130
DATE:             July 19, 1996



For Immediate Release
- ---------------------

                  COMSAT ANNOUNCES SECOND QUARTER RESULTS

     Bethesda,  Md. -- COMSAT  Corporation (NYSE: CQ) today reported second
quarter 1996 net income of $5.8 million, or 12 cents per share, on revenues
of $232.3 million. Although revenues increased $21.5 million vs. the second
quarter last year,  net income  decreased by $16.2  million or 34 cents per
share.   EBITDA  (earnings  before   interest,   taxes,   depreciation  and
amortization),  the  measure  many  analysts  use  to  assess  a  company's
performance,  decreased one percent in the second  quarter and was flat for
the first half of 1996.  Year-to-date  net income was down $21.5 million or
46 cents per share.

     "While we anticipated  continued competitive pressure on revenues from
the  digital  services  of our  mobile  communications  business  and  some
additional  losses in our Russian  venture,  the  magnitude of the earnings
impact was greater than expected," said COMSAT Chairman C. J. "Pete" Silas.
"We believe,  however,  that the actions now being  implemented  to address
these problems will enable us to improve  profitability  over time and take
greater advantage of the communications markets where we operate."

     "In our mobile  communications  business,  we are striving to meet the
competitive  challenges by reducing prices and improving  service quality,"
continued  Silas. "We are also preparing to introduce Planet 1 (SM) service
to the market later this year." He  indicated,  however,  that although the
company believes these actions will improve mobile communications  revenues
in the longer term,  "lower service prices and the start-up costs of Planet
1 will lower operating results in the second half of this year."

     "In our Russian  venture,  we have installed a new management  team to
run the  company  based  on the  model  of our  successful  Latin  American
companies,"  said Silas.  "However,  we now think the turnaround  will take
longer than anticipated."

     "Meanwhile,  for CIV overall, the well established momentum in revenue
growth continued," he added, "with both first- and second-quarter  revenues
increasing by 50 percent."

                                 -- more --

COMSAT and (graphic trademark) are the registered trademark of COMSAT 
Corporation.



<PAGE>

2ND QUARTER 1996 -- Page 2


     COMSAT RSI also  posted a strong  performance  in the  second  quarter
according to Silas.  Second quarter  revenue was 47 percent higher than the
same period last year.  About half the revenue  increase  came from two new
wireless  businesses  acquired last year, Plexsys and JEFA,  although there
were gains  throughout the division.  COMSAT RSI also continued to increase
its backlog which reached a new high of $231 million in the second quarter.
When the pension curtailment gain of last year is excluded, COMSAT RSI also
experienced an improvement in pre-tax income.

     Earlier this year, COMSAT and the U.S. Government together submitted a
proposal to INTELSAT  to  restructure  the  consortium.  Commenting  on the
momentum of the  restructuring  process,  Silas said, "we are encouraged by
the  progress  being  made  and  the  fact  that  the  concepts  now  under
consideration are generally  supportive of the principles in our proposal."
He noted that the  restructuring  process  remains on schedule,  with April
1997  still the target  date for a decision  by the  INTELSAT  Assembly  of
Parties.

     Silas said that  operating  losses in Ascent  Entertainment  reflected
higher costs in the company's sports teams.  These were partially offset by
improved margins in the multimedia business. As previously reported (Ascent
news  release,  July 18),  Ascent  expects to complete its  acquisition  of
Spectravision  in  the  third  quarter  of  this  year.   "While  extremely
beneficial  to both  Ascent's  EBITDA  growth  rate and asset  value,  this
acquisition will have a negative impact on COMSAT's  reported  earnings per
share," said Silas.  "This fact does not alter our belief that Ascent is on
the right  strategic  course and is a valuable asset for COMSAT that, as we
said in our 1995  Annual  Report,  can be  monetized  at the right  time to
support  our   international   telecommunications   services  and  ventures
business."

     Earnings per share in the second half of 1996 will be below comparable
earnings per share for the same period in 1995 before extraordinary items.

     Silas also  commented on the  Corporation's  work with Merrill Lynch &
Co. that was  announced  in February.  "COMSAT  retained  Merrill  Lynch to
examine a number of options  developed by management to enhance the ability
of  the  Corporation's  various  businesses  to  finance  their  investment
programs,  while  allowing  COMSAT  as a  parent  organization  to  improve
earnings,  reduce  debt,  increase  liquidity  and  strengthen  its balance
sheet," said Silas.

     "Merrill  Lynch's  portion  of the  review  has  been  completed.  The
Corporation is now actively considering the alternatives encompassed by the
study and is prioritizing those options in light of strategic,  operational
and  market  conditions,"  Slias  continued.   "We  will  announce  actions
resulting from that assessment as and when decisions are made."

                                 -- more --





<PAGE>

2ND QUARTER 1996 -- Page 3


     COMSAT's Board of Directors  declared a regular quarterly  dividend of
19.5 cents,  payable September 9, 1996, to shareholders of record August 9,
1996.  This is the 104th  consecutive  quarterly  dividend  declared by the
corporation.

     A fuller  description  of COMSAT's  financial  performance  during the
second  quarter  and  first  half  of  1996 is  contained  in the  attached
financial highlights.

     Many of the statements in this release are  forward-looking and relate
to anticipated future operating  results.  Statements which look forward in
time are based on management's current expectations and assumptions,  which
may be affected by subsequent  developments  and business  conditions,  and
necessarily  involve risks and  uncertainties.  Therefore,  there can be no
assurance  that  actual  future  results  will not differ  materially  from
anticipated results.

     Readers should refer to the Corporation's  disclosure  documents filed
with the Securities and Exchange  Commission,  including the  Corporation's
1995 Form 10-K and the Form 10-Q for the first quarter, for a discussion of
some of the important factors that might affect these trends.

     COMSAT Corporation is a global provider of communications services and
products.

                                   # # #

CONTACT:
- -------
Janet Dewar                Vice President, Corporate Affairs     (301) 214-3442
Allen Flower               Chief Financial Officer               (301) 214-3660





<PAGE>

                             COMSAT Corporation
                            Financial Highlights
                            Second Quarter 1996

SUMMARY
- -------

Consolidated revenues for the second quarter and the first six
months of 1996 increased 10% and 14%, respectively, over the same
periods of last year.  Income declined $6.8 million for the
second quarter and $12.0 million for the first half of 1996
compared to last year, excluding non-recurring items in 1995.
Earnings per share declined $0.14 per share for the second
quarter and $0.26 per share year-to-date compared to last year,
excluding the non-recurring items.  During the second quarter of
1995, the Corporation recorded non-recurring revenues associated
with the NBA expansion ($8.8 million), a COMSAT RSI benefit plan
curtailment gain ($2.7 million pre-tax) and a credit in COMSAT
Mobile Communications (CMC) for Inmarsat-related costs which were
over-accrued during 1994 ($3.3 million pre-tax).


TELECOMMUNICATIONS BUSINESSES
- -----------------------------

REVENUES for the second quarter of 1996 were $183.2 million, a
     13% improvement over the same period of 1995.  Year-to-date
     revenues were $359.3 million which were 12% over last year.

         WORLD SYSTEMS revenues for the second quarter and first half
         of 1996 improved 7% and 6%, respectively, over the same
         periods of last year mostly due to increases in VSAT leases,
         INTELSAT system revenues, IBS traffic and Wide-band Mobile.
 
         MOBILE COMMUNICATIONS revenues, as compared to last year,
         decreased 15% in the second quarter and 12% for the first
         six months of 1996 primarily as a result of the expiration
         of the AMSC service contract, lower revenues from IDB and a
         decline in telex traffic. While analog telephone traffic has
         remained flat year-to-year, lower prices because of
         continued competitive pressures have resulted in a decrease
         in revenues over last year.  A slight increase in digital
         telephone revenues partially offset the declines in other
         areas.  CMC is in the process of improving the operational
         performance of its digital services.
 
         INTERNATIONAL VENTURES revenues increased 50% over
         last year for both the second quarter and the first
         six months of 1996 due principally to growth in the
         ventures in Argentina and Brazil, offset slightly by
         decreases in the Russian venture, BelCom.  In 1995,
         CIV experienced operational difficulties at BelCom
         and management changes were made during the first
         quarter of 1996.  Additional time will be needed to
         see the impact of these changes in the financials.
         The following chart shows COMSAT's share of revenues
         and operating income for its international ventures.

<PAGE>
 
                                   International Ventures Summary
                                      Six Months Ending June 30
                         ($ millions, unaudited proportional operating data)
<TABLE>
<CAPTION>
        <S>                          <C>               <C>                     <C>            <C>  
 
                                                Revenues                            Operating Income (Loss)
                                                --------                            -----------------------
         Ventures                         1996               1995                        1996         1995
         --------                     ---------------------------                   -----------------------
 
         Americas(1)                  $   20.7          $    11.1                    $    1.3       $  0.4
 
         Europe(2)                         6.0                5.0                        (5.4)        (3.9)
 
         Asia/Pacific(3)                   3.8                5.0                        (0.5)         0.5
                                      --------          ---------                    ---------      -------
         Existing Venture Total           30.5               21.1                        (4.6)        (3.0)
 
         New Ventures(4)                   0.8                0.0                        (0.9)        (0.3)
                                      --------          ---------                    ---------      -------
         Total                            31.3               21.1                        (5.5)        (3.3)
                                      ========          =========                    =========      =======
 
         Note:    This information was developed by taking COMSAT's ownership
                  percentage of each venture multiplied by total venture revenues and
                  operating income/loss.
 
        (1)   Americas:  Argentina, Bolivia, Brazil, Colombia, Guatemala and Venezuela
        (2)   Europe:  BelCom, Viatel and Turkey (IBS)
        (3)   Asia/Pacific:  PhilCom
        (4)   Includes ventures less than 24 months old:  China, India and Turkey (VSAT)
</TABLE>

     TECHNOLOGY SERVICES reported a 46% improvement in
     revenues in the second quarter and a 39% increase year-
     to-date over the same periods last year.  Approximately
     half of the revenue growth was related to the
     consolidation of revenues from JEFA and Plexsys
     International.  JEFA was purchased in September 1995
     and Plexsys was consolidated starting in July 1995.
     Much of the balance of the improvement came from the
     Communications Satellite Communications Initiative
     (CSCI) contract with the U.S. Department of Defense,
     mobile satellite services programs and shipments of
     wireless antennas which were mostly for the U.S. PCS
     market.


COST OF SERVICES for the second quarter of 1996 were
     $104.5 million, 38% higher than the same period last
     year.  Year-to-date costs were $203.1 million, a 27%
     increase over 1995.  Excluding the non-recurring items
     recorded in the second quarter of 1995, cost of
     services increased approximately 28% and 23%,
     respectively, for the quarter and year-to-date.  The
     higher costs are predominately attributable to the
     increased sales in the International Ventures and
     Technology Services businesses and the contingency
     reserve established in the regulated business.  These
     increases were offset slightly by cost savings
     resulting from the restructuring actions taken in the
     third quarter of 1995.

                                  Page 2 of 5
<PAGE>


DEPRECIATION AND AMORTIZATION increased 9% in the second
     quarter and 7% year-to-date due to increased
     depreciation associated with INTELSAT and Inmarsat
     satellites which were placed into service during the
     last twelve months and the continued expansion of
     ventures in Brazil, Argentina, Russia and Venezuela.

ASCENT ENTERTAINMENT GROUP (ASCENT)  Highlights from the
     Ascent operating results release as reported on
     Thursday July 18 included the following:

REVENUES for the second quarter were $49.1 million as
     compared to $49.3 million for the same period of last
     year.  The second quarter of 1995 included non-
     recurring revenues of $8.8 million related to the NBA
     expansion and $6.8 million for the Satellite Cinema
     business which ceased operations at the end of 1995.
     For the first six months of 1996, revenues were $118.7
     million as compared to $96.7 million for the first half
     of 1995, including $8.8 million of NBA expansion fees
     noted above and Satellite Cinema revenues of $13.7
     million.

EBITDA for this year's second quarter was $9.0 million
     versus $18.6 million for 1995.  For the first half of
     1996 EBITDA was $20.8 million, a decline of $5.8
     million from last year.  The decreases in EBITDA for
     both periods is primarily attributable to the non-
     recurring 1995 NBA expansion fees and losses related to
     the Ascent sports franchises which were partially
     offset by the growth in the multimedia segment.

COMSAT CONSOLIDATED

GENERAL AND ADMINISTRATIVE expenses were 2.4% of revenues
     for the quarter as compared to 2.7% for the same period
     last year.  For the year-to-date, general and
     administrative expenses were 2.6% of revenues which is
     unchanged from 1995.
 
RESEARCH AND DEVELOPMENT expenses were 2.5% of revenues
     for the second quarter and 2.3% for the year-to-date as 
     compared to 2.9% and 2.5%, respectively, for the same
     periods of last year.

INTEREST AND OTHER INCOME (EXPENSE) for the second
     quarter and first six months of 1996 was $1.9 million
     and $5.3 million, respectively, worse than the same
     periods last year and was primarily due to dividend
     payments on the Monthly Income Preferred Securities
     issued during the third quarter of 1995 offset in part
     by the minority interest in the Ascent loss.

INTEREST EXPENSE, NET OF AMOUNTS CAPITALIZED for the
     quarter as well as year-to-date was relatively
     unchanged from 1995 as interest capitalized was lower
     due to completion of satellite projects, offset by a
     decrease in interest expense because of reduced short-
     term borrowings.

                                  Page 3 of 5
<PAGE>

INCOME TAX EXPENSE for both the second quarter and year-
     to-date reflects a higher accrual rate compared to last
     year due to an increase in non-deductible expenses.

NET INCOME for the second quarter was $5.8 million which
     was $16.2 million below that of the same period last
     year. Year-to-date net income was $15.1 million which
     was $21.5 million lower than the first half of 1995.
     Income for the second quarter declined $6.8 million and
     income for the first six months of 1996 decreased $12.0
     million, excluding the non-recurring items in last
     year's second quarter.

EARNINGS PER SHARE for the second quarter were $0.12 as
     compared to $0.26 last year excluding non-recurring
     items.  Year-to-date earnings per share were $0.31
     versus $0.57 last year excluding the non-recurring
     items.

WEIGHTED AVERAGE SHARES OUTSTANDING at the end of the
     second quarter were 49.3 million, approximately 1.5
     million higher than the end of the second quarter of
     1995.

CASH AND LIQUIDITY
- ------------------

CASH AND EQUIVALENTS decreased $97 million during the
     first six months of 1996.  Cash was used primarily for
     capital expenditures and investments.

SHORT TERM BORROWINGS and current maturities of long-term
     debt increased $52 million during the first half of
     1996 and was used by Ascent to fund installation of new
     hotel room entertainment systems at On Command Video,
     movie production costs at Beacon Communications and
     working capital needs.

LONG TERM DEBT has declined slightly during the six months of 1996.

                                  Page 4 of 5



<PAGE>


<TABLE>
<CAPTION>
           <S>                           <C>            <C>                   <C>            <C>

                                           Telecom EBITDA Summary
                                           -----------------------
                                           ($ millions, unaudited)
 
                                                   1996                               1995
                                                   ----                               ----
                                          1st Qtr        2nd Qtr             1st Qtr        2nd Qtr
                                          ----------------------             ----------------------

            World Systems                   $47.2          $46.9               $49.5          $48.5
 
            Mobile                           23.3           22.2                22.0           27.7
 
            Ventures                         (0.9)          (1.5)               (1.8)          (2.7)
 
            Technology                        5.3            6.9                 4.3            8.2
 
            Other                            (8.1)          (5.6)               (5.8)          (7.0)
                                            ------         ------              ------         ------
 
            Telecom EBITDA                  $66.8          $68.9               $68.2          $74.7
                                            ======         ======              ======         ====== 
 
</TABLE>
                                   Page 5 of 5
 







<PAGE>


<TABLE>
<CAPTION>
                                                     COMSAT CORPORATION
                                         CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
                                           (In millions, except per share amounts)


<S>                                                         <C>               <C>            <C>             <C>    

                                                                For the Quarters Ended           For the Six Months Ended
                                                             -----------------------------       --------------------------
                                                                June 30,          June 30,       June 30,          June 30,
                                                                    1996              1995           1996              1995
                                                             -----------       -----------       --------     -------------

Revenues                                                          $232.3            $210.8         $478.0            $418.7
                                                             -----------       -----------       --------     -------------

Operating expenses:
     Cost of services                                              143.0             105.2          298.0             226.4
     Depreciation and amortization                                  55.4              48.9          108.1              96.2
     Research and development                                        5.7               6.0           10.9              10.7
     General and administrative                                      5.5               5.8           12.6              10.7
                                                             -----------       -----------    -----------     -------------
     Total operating expenses                                      209.6             165.9          429.6             344.0
                                                             -----------       -----------    -----------     -------------

Operating income                                                    22.7              44.9           48.4              74.7

                                                                       -                 -              -                 -
Interest and other income (expense), net                           (1.1)               0.8          (2.5)               2.8
Interest expense, net of amounts                                                                                              
capitalized                                                       (10.2)            (10.4)         (19.3)             (19.3)
                                                             -----------       -----------    -----------     -------------

Income before taxes                                                 11.4              35.3           26.6              58.2

Income tax expense                                                 (5.6)            (13.3)         (11.5)             (21.6)
                                                             -----------       -----------    -----------     -------------

Net income                                                          $5.8             $22.0          $15.1             $36.6
                                                             ===========       ===========    ===========     =============
Earnings per share                                                 $0.12             $0.46          $0.31             $0.77
                                                             ===========       ===========    ===========     =============

Average shares                                                      49.3              47.9           48.9              47.8


</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                              COMSAT CORPORATION
                                                               OPERATING RESULTS BY BUSINESS SEGMENT (UNAUDITED)
                                                                                 (In millions)


<S>                                              <C>        <C>                   <C>        <C>                <C>         <C>

                                                             1995                                                1996
                                       ------------------------------------------------                ---------------------------

                                        QTR 1      QTR 2     QTR 3      QTR 4     TOTAL                QTR 1     QTR 2      TOTAL
                                       ------------------------------------------------                ---------------------------

Revenues 

International Communications
World Systems                           $62.7      $63.0     $62.9      $66.1    $254.7                $65.6     $67.5     $133.1
Mobile Communications                    47.1       46.1      47.5       39.7     180.4                 42.6      39.3       81.9
International Ventures                    7.9        8.2       9.7       11.9      37.7                 11.9      12.4       24.3
                                       ------------------------------------------------                ---------------------------
Total International Communications      117.7      117.3     120.1      117.7     472.8                120.1     119.2      239.3
Technology Services                      46.8       48.1      50.9       60.1     205.9                 61.6      70.4      132.0

Entertainment                            47.4       49.3      37.6       57.2     191.5                 69.6      49.1      118.7

Eliminations and other                   (4.0)      (3.9)     (4.7)      (5.5)    (18.1)                (5.6)     (6.4)     (12.0)
                                       -------------------------------------------------              ----------------------------


Total revenues                         $207.9     $210.8    $203.9     $229.5    $852.1               $245.7    $232.3     $478.0
                                       =================================================              ============================



                                                             1995                                                1996
                                       -----------------------------------------------                ---------------------------- 

                                       QTR 1      QTR 2     QTR 3      QTR 4     TOTAL                QTR 1     QTR 2       TOTAL
                                       -----------------------------------------------                ----------------------------

Operating income (loss) 

International Communications
World Systems                          $27.6      $26.7     $26.8      $27.5    $108.6                $25.4     $24.0       $49.4
Mobile Communications                   12.6       17.6      13.3       10.0      53.5                 13.7      11.2        24.9
International Ventures                  (3.4)      (4.6)     (7.0)      (5.7)    (20.7)                (3.9)     (4.6)       (8.5)
                                       ------------------------------------------------               ----------------------------
Total International Communications      36.8       39.7      33.1       31.8     141.4                 35.2      30.6        65.8

Technology Services                      2.6        6.5       0.6        4.3      14.0                  3.4       5.1         8.5

Entertainment                           (3.2)       6.3      (6.4)     (12.1)    (15.4)                (4.2)     (6.9)      (11.1)

Total segment operating income          36.2       52.5      27.3       24.0     140.0                 34.4      28.8        63.2

General and administrative expenses     (4.9)      (5.8)     (5.8)      (3.4)    (19.9)                (7.1)     (5.5)      (12.6)

Provision for restructuring                -          -     (20.1)         -     (20.1)                   -         -           -

Other                                   (1.5)      (1.8)     (0.8)      (0.3)     (4.4)                (1.6)     (0.6)       (2.2)
                                       ------------------------------------------------               ----------------------------


Total operating income                 $29.8      $44.9      $0.6      $20.3     $95.6                $25.7     $22.7       $48.4
                                       ================================================               ============================

</TABLE>






<PAGE>

<TABLE>
<CAPTION>


                                     COMSAT CORPORATION
                            CONDENSED BALANCE SHEETS (UNAUDITED)
                                       (In millions)
<S>                                        <C>           <C>    

                                            June 30,        December 31,
                                              1996              1995
                                           ----------       ------------

Current assets:

     Receivables                               $279.0             $234.5

     Other current assets                        93.0              191.3
                                           ----------       ------------

     Total current assets                       372.0              425.8
                                           ----------       ------------



Property in service, net                      1,249.2            1,165.8

Property under construction                     282.4              362.3

Other assets                                    456.0              360.4
                                           ----------       ------------

     Total assets                            $2,359.6           $2,314.3
                                           ==========       ============


Current liabilities:

     Current notes payable                      $64.0             $11.7

     Other current liabilities                  172.9             192.8
                                           ----------       -----------

     Total current liabilities                  236.9             204.5
                                           ----------       -----------


Long-term debt                                  657.6             664.6

Other noncurrent liabilities                    327.5             313.7

Minority interest                               288.2             292.1

Stockholders' equity                            849.4             839.4
                                           ----------       -----------

Total liabilities & stockholders' equity     $2,359.6          $2,314.3
                                           ==========       ===========
</TABLE>



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