<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For The Fiscal Year Ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-6547
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Western Union International, Inc. 401(k) Plan for
Collectively Bargained Employees, 201 Centennial
Avenue, Piscataway, NJ 08854
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office: MCI Communications Corporation, 1801
Pennsylvania Avenue, NW, Washington, DC 20006
<PAGE>
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page(s)
-------
Report of Independent Accountants 3
Statements of Net Assets Available for Benefits at
December 31, 1993 and 1992 4
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1993 5
Notes to Financial Statements on Form 11-K 6-10
Additional Information:
Schedule I. Schedule of Assets Held for Investment
Purposes at December 31, 1993 11
Schedule II. Schedule of Reportable Transactions
for the year ended December 31, 1993 12
Signature 13
Exhibits:
23. Consent of Independent Accountants 14
99. Certification Regarding Certain Investment
Arrangements 15
<PAGE> REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative
Committee of the Western Union International, Inc.
401(k) Plan for Collectively Bargained Employees
In our opinion, the accompanying statements of net assets available
for benefits and related statement of changes in net assets
available for benefits present fairly, in all material respects,
the financial status of the Western Union International, Inc.
401(k) Plan for Collectively Bargained Employees at December 31,
1993 and 1992, and the changes in its financial status for the year
ended December 31, 1993, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to
express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PRICE WATERHOUSE
Washington, D.C.
June 10, 1994
<PAGE>
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
--------------------------------
1993 1992
---------- ----------
Non-interest bearing cash $ 198 $ 2,910
Employer contribution receivable 8 26
Other receivable 20,762
General investments:
Loans to Participants 177,411
Value of interest in collective
investment funds of trustee 348,021 603,306
Value of interest in registered
investment company 1,706,589 630,096
Value of guaranteed investment
contracts 2,671,620 1,722,893
---------- ----------
Total general investments 4,903,641 2,956,295
---------- ----------
Employer related investments:
Employer securities 3,051,198 1,648,955
---------- ----------
Net assets available for benefits $7,955,045 $4,628,948
========== ===========
See accompanying notes to the financial statements.
<PAGE>
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
INCOME
- ------
Contributions:
Non-cash employer $ 459,008
Participants 1,317,963
Rollovers 368,354
Transfers from RSP 72,857
----------
Total contributions 2,218,182
----------
Earnings on investments:
Interest on guaranteed investment
contracts 184,108
Interest on participant loans 3,143
Dividends on common stock 4,942
Unrealized appreciation of assets 762,856
Net investment gain from collective
investment funds of trustee 59,850
Net investment gain from registered
investment company 145,773
----------
Total earnings on investments 1,160,672
----------
Total income 3,378,854
EXPENSES
- --------
Participant benefits ( 52,757)
----------
Net income 3,326,097
Net assets available for benefits at
beginning of year 4,628,948
----------
Net assets available for benefits at
end of year $7,955,045
===========
See accompanying notes to the financial statements.
<PAGE>
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
NOTES TO FINANCIAL STATEMENTS ON FORM 11-K
DECEMBER 31, 1993
NOTE 1 - DESCRIPTION OF THE PLAN
The following brief description of the Western Union
International, Inc. 401(k) Plan for Collectively Bargained
Employees (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document
for more complete information.
Effective July 1, 1990, Western Union International, Inc. (the
"Company") established a 401(k) deferred savings plan called the
Western Union International, Inc. 401(k) Plan for Collectively
Bargained Employees. The Plan sponsor is Western Union
International, Inc., a wholly-owned subsidiary of MCI
International, Inc. which is a wholly-owned subsidiary of MCI
Communications Corporation. Employees of the Company who are
represented by American Communications Association Locals 9 or
111 and the Communications Trade Division affiliated with the
International Brotherhood of Teamsters are generally eligible to
participate in the Plan. Participants may contribute up to 10%
of compensation ("Elective Contribution") under the Plan. The
first 6% of the Elective Contribution is eligible for a Company
matching contribution in the form of MCI Communications
Corporation common stock at a rate of $.50 for each dollar
contributed by the employee. The Company's matching contribution
is made monthly and is determined by the closing price of MCI
Communications Corporation common stock on the last trading day
of the month. Participants' Elective Contributions are withheld
from their weekly paychecks. The Company transfers these
contributions to the Plan after each pay period. Participants
vest in the Company's matching contributions at a rate of 20% per
year of service and are always 100% vested in their Elective
Contributions. Participants receive a year of service for each
Plan year during which they complete at
least 1,000 hours of service. Participants also receive credit
for years of service for each calendar year prior to July 1, 1993
during which they completed 1,000 hours of service. Elective
Contributions may be invested in any of four investment funds.
The available investment funds are:
- Fund A - Aggressive Equity Fund
An aggressive equity mutual fund invested primarily in
corporate stocks. The fund is professionally managed by
Putnam Voyager.
<PAGE>
- Fund B - MCI Common Stock Fund
A fund investing in MCI Communications Corporation common
stock. These shares of stock are qualified employer
securities as defined by the Employee Retirement Income
Security Act of 1974.
- Fund C - Laurel S & P Fund
A collective investment fund invested in common stock
which mirrors the Standard & Poor's 500 Composite Stock
Index. All investment decisions are made by Mellon
Capital Management Corporation, a subsidiary of the Plan
trustee. The trustee oversees the fund in accordance
with the trust agreement.
- Fund D - Long-Term Fixed Income Fund
A long-term fixed income fund which guarantees both
principal and interest through investments in guaranteed
interest and annuity contracts. The guaranteed interest
rate at December 31, 1993 was 9%. The long-term fixed
income fund also includes the Mellon Bank Temporary
Investment Fund (TIF) due to a contract maturity on
December 29, 1993
Each individual's investment in Fund B is recorded in their
participant account on a per share basis of the MCI Communications
Corporation common stock according to their prorata portion of the
share activity in the fund. All other funds are tracked on a
dollar value basis with each fund's activity allocated to
participants on a prorata basis. Therefore, the Plan does not
record activity on a unit value basis.
Participants may change the allocation of their future
contributions among funds at any time.
Distribution of the benefits in a participant's Plan account is
normally made only after the participant ceases to be an employee
of the Company. However, the account balance of a participant's
Elective Contributions may be withdrawn prior to termination of
employment if the participant can demonstrate an economic hardship.
Upon termination of employment, a participant receives all vested
assets in his individual account. Non-vested portions of a
terminated participant's account are forfeited and used to offset
future Company matching contributions. Employees hired by MCI
Communications Corporation may transfer their account balances
directly to the qualified MCI Communications Corporation ESOP and
401(k) Plan.
<PAGE>
The Plan is not a defined benefit plan and, accordingly, Plan
benefits are not guaranteed by the Pension Benefit Guaranty
Corporation. Plan assets are held by the trustee, Mellon Bank,
N.A. of Pittsburgh, Pennsylvania. The Company reserves its right
under the Plan to discontinue its contributions and to terminate
the Plan at any time. Upon such termination, all amounts funded
shall become nonforfeitable and shall be provided for and paid from
the Plan's trust in accordance with the order of priority set forth
in Section 4044 of the Employee Retirement Income Security Act of
1974. The Company has not expressed any intention to discontinue
its contributions nor to terminate the Plan.
NOTE 2 - DESCRIPTION OF ACCOUNTING PRINCIPLES AND PRACTICES
The financial statements for the Plan are prepared on the accrual
basis of accounting.
The expense recorded upon the distribution of MCI Communications
Corporation common stock to participants is the fair market value
as of the distribution date. Purchases and sales of securities are
recorded on the trade date.
The Plan's interest in a registered investment company and employer
securities are stated at fair value, measured by the quoted current
market price. Units in collective investment funds are valued at
the net asset value as reported by such funds at the end of each
period. Funds invested in guaranteed investment contracts are
stated at contract value, measured as cost plus earned interest
income.
Administrative expenses of the Plan are paid by the Company.
<PAGE>
NOTE 3 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
The allocation of income and changes in assets among the investment
funds for year ended December 31, 1993 are as follows:
<TABLE>
<CAPTION> Long-Term
Aggressive MCI Common Laurel Fixed
Equity Stock S & P Income Total
Fund Fund Fund Fund Funds
---------- ---------- -------- --------- --------
INCOME
- -------
<S> <C> <C> <C> <C> <C>
Contributions:
Non-cash employer $ 459,008 $ 459,008
Participants $ 296,365 129,841 $ 219,132 $ 672,625 1,317,963
Rollovers 13,000 13,733 341,621 368,354
Transfers from RSP 3,171 69,686 72,857
--------- --------- ---------- ----------- -----------
Total contributions 299,536 601,849 232,865 1,083,932 2,218,182
---------- ----------- ----------- ----------- -----------
Earnings on investments:
Interest on guaranteed
investment contracts 184,108 184,108
Interest on Participants
loans 907 216 377 1,643 3,143
Dividends on common stock 4,942 4,942
Unrealized appreciation
of assets 762,856 762,856
Net investment gain from
collective investment
funds of trustee 19 99 57,029 2,703 59,850
Net investment gain from
registered investment
company 145,773 145,773
--------- ----------- ----------- ------------ -----------
Total earnings
on investments 146,699 768,113 57,406 188,454 1,160,672
--------- ------------ ----------- ------------ ----------
Total income 446,235 1,369,962 290,271 1,272,386 3,378,854
EXPENSES
- --------
Participant benefits ( 5,801) (10,712) (8,722) (27,522) (52,757)
---------- ----------- ------------ ------------ -----------
Net income 440,434 1,359,250 281,549 1,244,864 3,326,097
Interfund transfers ( 24,856 ) 61,917 ( 50,876 ) 13,815 -0-
Net assets available for
benefits at beginning of
year 631,934 1,649,198 538,963 1,808,853 4,628,948
---------- ----------- ------------ ------------ -----------
Net assets available for
benefits at the end
of year $1,047,512 $3,070,365 $ 769,636 $ 3,067,532 $7,955,045
========== ========== =========== =========== ==========
</TABLE>
The MCI Common Stock Fund and the Laurel S & P Fund are
party-in-interest investments.
<PAGE>
NOTE 4 - PARTICIPANTS' ACCOUNTS
As of December 31, 1993 and 1992, the Plan held 108,007 and 41,614
shares of MCI Communications Corporation common stock at a fair
market value of $3,051,198 and $1,648,955. Of these shares, 14,274
and 13,738 were contributed by the Company during the Plan year
ended December 31, 1993, and 1992, respectively, as the Company's
matching contribution. During the Plan year ended December 31,
1993 and 1992, 691 and 365 shares of MCI Communications Corporation
common stock were distributed to participants. As of December 31,
1993 and 1992, the Plan's benefit claims payable was $231,647 and
$89,194, which includes 3,048 and 760 shares of MCI Communications
Corporation common stock at fair market values of $86,106 and
$30,115, respectively.
Benefits claims payable represent the account balance of
participants who have terminated from the Company and have not
received distributions as of year end.
NOTE 5 - FEDERAL INCOME TAX STATUS
The Plan Administrator has received a favorable determination
letter from the Internal Revenue Service covering the Plan as
amended through July 1, 1990. Within the time frame allowed by
IRS, the Company will file a determination letter covering 1993
amendments to the Plan. The Plan Administrator anticipates
receiving a favorable determination from the IRS.
NOTE 6 - PARTICIPANTS' LOANS
Effective April 1, 1993, a loan feature was added to the Plan which
allows employees to borrow up to 50% of their vested balance from
their Plan accounts (or $50,000, whichever is less). The minimum
loan mount is $1,000 and the minimum term of a loan is one year.
The maximum term of a loan is five years for general purpose loan
and fifteen years for a primary residence loan. Only one loan of
eachtype, general purpose and primary residence, may be outstanding
at any time. Loan proceeds are disbursed pro rata from each of the
borrowers' investment funds, and are repaid through weekly payroll
deductions. Loan repayments of principal and interest are invested
based on the borrowers' current investment election. Interest
rates for new loans are determined quarterly by the Plan
Administrative Committee, based on the prime rate as published on
the first day of each quarter in The Wall Street Journal, plus one
percentage point. The interest rate is fixed for the term of the
loan. Loans can be repaid in full, with one month's notice, by a
cashier's or certified check. During the Plan year ended December
31, 1993, $188,767 in loans were disbursed and the principal
repayments of $11,356 were made.
<PAGE>
SCHEDULE I
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
ADDITIONAL INFORMATION
NUMBER FAIR
OF VALUE AT
SHARES COST 12/31/93
------- ----- ----------
DESCRIPTION/ISSUER
- -------------------
LOANS TO PARTICIPANTS
PARTICIPANTS LOAN FUND $ 177,411 $ 177,411
---------- -----------
INTEREST IN COLLECTIVE INVESTMENT
FUNDS OF TRUSTEE
* Mellon Bank Temporary
Investment Fund 348,021 348,021
----------- -----------
Total interest in collective
investment and loan funds 348,021 348,021
----------- -----------
INTEREST IN REGISTERED INVESTMENT
COMPANY
Putnam Voyager Fund 79,594 762,528 954,331
Laurel S & P Fund 73,527 752,258 752,258
--------- -----------
Total Interests in Registered Investments 1,514,786 1,706,589
---------- ------------
GUARANTEED INVESTMENT CONTRACTS
John Hancock Mutual Life
Insurance 750,282 750,282
Allstate Life Insurance 619,696 619,696
Metropolitan Life Insurance 703,979 703,979
Principal Mutual Life Insurance 597,663 597,663
---------- ----------
Total guaranteed investment contracts 2,671,620 2,671,620
----------- ------------
COMMON STOCK
* MCI Communications
Corporation 108,007 1,894,913 3,051,198
----------- ----------
TOTAL INVESTMENTS $ 6,606,751 $ 7,954,839
=========== ===========
* Party-in-interest investment
<PAGE>
SCHEDULE II
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
ADDITIONAL INFORMATION
Transaction or series of transactions exceeding 5% of beginning
fair value of plan assets for the plan year January 1, 1993 to
December 31, 1993 are considered reportable transactions. Fair
value at January 1, 1993 is $4,628,948. Five percent (5%) of
fair value is $231,447.
<TABLE>
<CAPTION>
Purchases Sales
------------- ----------------------------------------------
Description/Issuer Purchase Price Sale Price Cost of Asset Gain (Loss)
- ------------------ -------------- ----------------------------------------------
<S> <C> <C> <C> <C>
Laurel S & P Fund $752,258
(2 purchases)
John Hancock Mutual $355,140
Life Insurance (23 purchases)
Putnam Voyager Fund $206,683
(37 purchases)
* Mellon Bank Stock $168,530 $757,414 $645,504 $111,910
Index Fund (20 purchases) (2 sales)
* Mellon Bank
Temporary
Investment Fund $504,246 $427,589 $427,589 $ 0
(272 purchases) (70 sales)
Allstate Life
Insurance
Insurance $610,880
(28 purchases)
</TABLE>
* Party-in-interest transaction
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan sponsor of the Western Union International, Inc.
401(k) Plan for Collectively Bargained Employees has duly caused
this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY
BARGAINED EMPLOYEES
Date: June 28, 1994 /S/ Frank R. Conrad
Frank R. Conrad
Controller
Western Union International, Inc
<PAGE>
Exhibit 23
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
EIN: 13-1989550
CONSENT OF INDEPENDENT ACCOUNTANTS
-----------------------------------
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-8 (No. 33-35339) of MCI Communications Corporation of our
report dated June 10, 1993, appearing on page 3 of this Form 11-
K.
PRICE WATERHOUSE
Washington, D.C.
June 28, 1994
<PAGE> Exhibit 99
DOL FILING CONFIRMATION
I certify that the Plan Administrator of the Western Union
International, Inc. 401(k) Plan for Collectively Bargained
Employees has received a Statement of Assets and Liabilities and
also that this statement has been filed directly with the United
States Department of Labor by Mellon Bank, N.A. (EIN # 25-
0659206) for the following investment arrangements:
EIN#
--------------
Mellon Bank Temporary Investment Fund 25-6078093-980
Laurel S & P Fund 25-6078093-920
WESTERN UNION INTERNATIONAL, INC.
401(k) PLAN FOR COLLECTIVELY
BARGAINED EMPLOYEES
Date: June 28, 1994 BY /S/ Frank R. Conrad
Frank R. Conrad
Controller
Western Union International, Inc.
