MCI COMMUNICATIONS CORP
10-Q, 1995-05-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  PAGE 1

                               UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                 FORM 10-Q

                                (Mark One)

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended March 31, 1995

                                    or

[ ]  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 0-6547

                         MCI COMMUNICATIONS CORPORATION

             (Exact name of registrant as specified in its charter)

                Delaware                                 52-0886267
        (State or other jurisdiction of             (IRS Employer
        incorporation or organization)             Identification Number)

        1801 Pennsylvania Avenue, N.W., Washington, D.C.           20006
       (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code  (202) 872-1600

                                    N/A

(Former  name,  former  address and former  fiscal year,  if changed  since last
report).

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              Yes X        No

As of March 31, 1995, the registrant had outstanding 135,998,932 shares of Class
A common stock and 543,724,065 shares of common stock.

<PAGE>


                                  PAGE 2

             MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                                FORM 10-Q

                  For The Quarter Ended March 31, 1995





                                     INDEX


                                                             Page No.
                                                             --------

PART I:  FINANCIAL INFORMATION

      ITEM 1:  FINANCIAL STATEMENTS

         Income Statements for the three months ended
         March 31, 1995 and 1994                                  3

         Balance Sheets as of March 31, 1995 and 
         December 31, 1994                                      4-5

         Statements of Cash Flows for the three months ended
         March 31, 1995 and 1994                                  6

         Statement of Stockholders' Equity for the three months
         ended March 31, 1995                                     7

         Notes to Interim Condensed Consolidated Financial
         Statements                                             8-9

       ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10-17


PART II:  OTHER INFORMATION

    ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K                    18


SIGNATURE                                                        19









<PAGE>


                                 PAGE 3
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                    MCI COMMUNICATIONS AND SUBSIDIARIES
                             INCOME STATEMENTS
                  (In millions, except per share amounts)
                                (unaudited)
                                                  Three months
                                                      ended
                                                    March 31,
                                              ------------------
                                                1995        1994
                                              ------      ------
REVENUE                                       $3,561      $3,221
                                              ------      ------
OPERATING EXPENSES
  Telecommunications                           1,819       1,672
  Sales, operations and general                  993         906
  Depreciation                                   319         264
                                              ------      ------
TOTAL OPERATING EXPENSES                       3,131       2,842
                                              ------      ------
INCOME FROM OPERATIONS                           430         379

Interest expense                                 (38)        (31)
Interest income                                   46           1
Other expense, net                               (12)         (9)
                                              ------      ------
INCOME BEFORE INCOME TAXES AND
  RESULTS OF AFFILIATED COMPANIES                426         340

Income tax provision                             153         131
                                              ------      ------

INCOME BEFORE RESULTS
  OF AFFILIATED COMPANIES                        273         209

Equity in income (losses) of
  affiliated companies                           (29)          -
                                              ------      ------
NET INCOME                                    $  244      $  209
                                              ======      ======
EARNINGS PER COMMON AND COMMON
  EQUIVALENT SHARES                           $  .36      $  .36

Weighted average number of shares
  of common stock and common stock
  equivalents outstanding                        685         580



See accompanying Notes to Interim Condensed Consolidated Financial Statements

<PAGE>


                                 PAGE 4

             MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                             BALANCE SHEETS
                               (unaudited)

                                                     March 31, December 31,
                                                         1995         1994
                                                     --------     --------
                                                            (In millions)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $   939      $ 1,429
  Marketable securities                                   604          839
  Receivables, net of allowance for
    uncollectibles of $217 and $226 million             2,442        2,266
  Other assets                                            450          354
                                                      -------      -------
   TOTAL CURRENT ASSETS                                 4,435        4,888
                                                      -------      -------

COMMUNICATIONS SYSTEM, net                              9,543        9,059

OTHER ASSETS
  Noncurrent marketable securities                      1,273          824
  Goodwill, net                                         1,102        1,103
  Investment in affiliates                                201          199
  Other assets and deferred charges, net                  285          293
                                                      -------      -------
   TOTAL OTHER ASSETS                                   2,861        2,419
                                                      -------      -------
   TOTAL ASSETS                                       $16,839      $16,366
                                                      =======      =======











See accompanying Notes to Interim Condensed Consolidated Financial Statements


<PAGE>



                                      PAGE 5

                  MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                  BALANCE SHEETS
                                   (unaudited)

                                                     March 31, December 31,
                                                         1995         1994
                                                     --------     --------
                                                            (In millions)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accrued telecommunications expense                  $ 1,555      $ 1,505
  Accounts payable                                        772          609
  Other accrued liabilities                               900          893
  Long-term debt due within one year                      136          130
                                                      -------      -------
   TOTAL CURRENT LIABILITIES                            3,363        3,137
                                                      -------      -------
NONCURRENT LIABILITIES
  Long-term debt                                        2,936        2,997
  Deferred taxes and other                              1,301        1,228
                                                      -------      -------
   TOTAL NONCURRENT LIABILITIES                         4,237        4,225
                                                      -------      -------
STOCKHOLDERS' EQUITY
  Class A common stock, $.10 par value,
    authorized 500 million shares, issued
    136 million shares                                     14           14
  Common stock, $.10 par value, authorized
    2 billion shares, issued
    592 million shares                                     60           60
  Additional paid in capital                            6,270        6,227
  Retained earnings                                     3,792        3,548
  Treasury stock at cost, 48 million shares              (897)        (845)
                                                      -------      -------
   TOTAL STOCKHOLDERS' EQUITY                           9,239        9,004
                                                      -------      -------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $16,839      $16,366
                                                      =======      =======









See accompanying Notes to Interim Condensed Consolidated Financial Statements

<PAGE>


                                      PAGE 6

                 MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                             STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                                      Three months ended
                                                            March 31,
                                                      ------------------
                                                       1995        1994
                                                       ----        ----
                                                         (In millions)
OPERATING ACTIVITIES
  Receipts from customers                            $3,385      $3,111
  Payments to suppliers and employees                (2,729)     (2,503)
  Taxes paid                                           (101)        (78)
  Interest paid                                         (61)        (32)
  Interest received                                      41           1
                                                     ------      ------
       CASH FROM OPERATING ACTIVITIES                   535         499
                                                     ------      ------
INVESTING ACTIVITIES
  Cash outflow for communications system               (713)       (746)
  Purchases, maturities and sales of
    marketable securities, net                         (202)          -
  Investment in affiliates                              (27)       (117)
  Other, net                                             (7)         (2)
                                                     ------      ------
       CASH USED FOR INVESTING ACTIVITIES              (949)       (865)
                                                     ------      ------
       NET CASH FLOW BEFORE FINANCING ACTIVITIES       (414)       (366)
                                                     ------      ------
FINANCING ACTIVITIES
  Issuance of Senior Notes and other debt                 -         938
  Retirement of Senior Notes and other debt             (60)       (133)
  Commercial paper and bank credit facility
    activity, net                                         -        (234)
  Purchase of treasury stock                            (70)       (100)
  Issuance of common stock for employee plans            54          74
                                                     ------      ------
       CASH (USED FOR) FROM FINANCING ACTIVITIES        (76)        545
                                                     ------      ------
Net (decrease) increase
  in cash and cash equivalents                         (490)        179

Cash and cash equivalents - beginning balance         1,429         165
                                                     ------      ------
Cash and cash equivalents - ending balance           $  939      $  344
                                                     ======      ======
Reconciliation of net income to cash from 
  operating activities:
Net income                                           $  244      $  209
Adjustments to earnings:
  Depreciation and amortization                         324         274
  Deferred income tax provision                          83          70
Net change in operating activity accounts 
  other than cash and cash equivalents:
  Receivables                                          (177)       (190)
  Payables                                               94          25
  Other operating activity accounts                     (33)        111
                                                     ------      ------
Cash from operating activities                       $  535      $  499
                                                     ======      ======

See accompanying Notes to Interim Condensed Consolidated Financial Statements

<PAGE>



                                     PAGE 7

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                       STATEMENT OF STOCKHOLDERS' EQUITY
                                  (unaudited)





                                                             Treas. Total
                           Class A          Addit'l          Stock, Stock-
                           Common    Common Paid in Retained at     holders'
                           Stock     Stock  Capital Earnings Cost   Equity
                           ------    -----  ------- -------- ------ -------
                                  (In Millions)
Balance at
  December 31, 1994           $14    $60     $6,227   $3,548  $(845) $9,004

Common stock issued
  for employee stock
  and benefit plans
  (4 million shares)            -      -         37        -     31      68

Unrealized gain on
  marketable securities         -      -          6        -      -       6

Net income                      -      -          -      244      -     244

Treasury stock
  purchased
  (4 million shares)            -      -          -        -    (83)    (83)
                              ---    ---     ------    -----  -----   -----
Balance at
  March 31, 1995              $14    $60     $6,270   $3,792  $(897) $9,239
                              ===    ===     ======   ======  =====  ======














See accompanying Notes to Interim Condensed Consolidated Financial Statements

<PAGE>


                                      PAGE 8

                 MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1:  GENERAL

The accompanying  unaudited interim condensed  consolidated financial statements
have been prepared in accordance with the  instructions to Quarterly  Reports on
Form 10-Q. In the opinion of management,  all  adjustments  (consisting  only of
normal  recurring  adjustments)  necessary for a fair statement of the financial
position, results of operations and cash flows for the interim periods presented
have been made.  These financial  statements  should be read in conjunction with
the company's Annual Report on Form 10-K for the year ended December 31, 1994.


NOTE 2:  MARKETABLE SECURITIES

As of March 31, 1995, all of the company's marketable securities were classified
as  available-for-sale  and  accordingly  were stated at fair value.  Marketable
securities  are  classified  as  cash  and  cash  equivalents  and  current  and
noncurrent marketable  securities  consisting of certificates of deposits,  U.S.
Government  agency   securities,   corporate  debt  securities,   U.S.  Treasury
securities and asset-backed securities.


NOTE 3:  COMMUNICATIONS SYSTEM
                                                March 31,   December 31,
                                                    1995           1994
                                                --------    -----------
                                                       (in millions)
Communications system in service                 $10,245        $ 9,766
Furniture and fixtures                             1,882          1,796
Other property and equipment                         666            656
                                                 -------        -------
  Total                                           12,793         12,218
Accumulated depreciation                          (4,556)        (4,349)
Construction in progress                           1,306          1,190
                                                 -------        -------
  Total communications system, net               $ 9,543        $ 9,059
                                                 =======        =======

<PAGE>


                                     PAGE 9

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)



NOTE 4: CONTINGENCIES

The  company,  in the  normal  course  of  business,  is a party to a number  of
lawsuits and regulatory and other proceedings. The company's management does not
expect that the results in these lawsuits and  proceedings  will have a material
adverse effect on the consolidated  financial  position or results of operations
of the company.

In December  1992, the company  petitioned the United States  District Court for
the District of Columbia for a  declaratory  ruling that certain  patents  being
asserted  by AT&T Corp.  (AT&T) were  invalid and that AT&T should be  otherwise
barred from enforcing  them against the company.  AT&T  counterclaimed  that the
company was violating certain additional  patents.  In May 1993, AT&T and Unitel
Communications  Inc.,  a  Canadian  corporation  in  which  AT&T  has an  equity
interest,  filed a companion  suit in Canada,  alleging that the company and the
Stentor  Group of Canadian  telephone  companies  (with which the company has an
alliance)  are  infringing  in Canada  four of the  patents at issue in the U.S.
litigation.  Although these actions are still in their early stages, the company
does  not  expect  that  either  will  have a  material  adverse  effect  on the
consolidated financial position or results of operations of the company.


NOTE 5:  SUBSEQUENT EVENT

On May 10,  1995,  the  company  entered  into a letter of intent  with The News
Corporation  Limited  (News  Corp)  whereby  the company  will  acquire for $1
billion  preferred  shares of a U.S.  subsidiary  of News Corp and a warrant  to
acquire ordinary shares of News Corp. The exercise price under the warrant shall
be  payable,  at the  company's  option,  in cash or through  the  surrender  of
preferred shares. In addition, the company will have an option for five years to
invest an additional $1 billion under the same terms as its initial  investment.
In certain  events,  News Corp shall have the right to cause the company to make
the  additional  $1 billion  investment  or a portion  thereof.  If the warrants
relating to the $2 billion  investment were exercised  today,  the company would
hold a 16.2% voting interest in News Corp (13.5% on a fully diluted basis).





<PAGE>



                                    PAGE 10
PART I.
ITEM 2.
                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994

OVERVIEW
- --------

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of the  company's
consolidated  results of operations  and  financial  condition.  The  discussion
should be read in conjunction with the interim condensed  consolidated financial
statements and notes thereto.

The  company  operates  in  a  single  industry   segment,   the  long  distance
telecommunications  industry.  More than 90% of the company's operating revenues
and  identifiable  assets relate to the company's  activities in this  industry.
Management  is also  embarking  on a  strategy  that is  designed  to expand the
company's  business into other aligned  markets and  industries  (see  STRATEGIC
INITIATIVES).


FINANCIAL SUMMARY
- -----------------

The company had a positive  variance  between revenue and traffic growth of 1.4%
in the first quarter of 1995 which was  primarily a result of revenue  growth in
international  and data  revenue,  offset  partially by product  promotions  and
discounts.
                                   Period ended
                                     March 31,
                                   1995 vs 1994
                                   ------------
Increase in revenue                     10.6%
Increase in traffic                      9.2%
                                       -----
Revenue to traffic variance              1.4%
                                       -----

Income from operations increased more than 13% and operating margin increased to
12.1% from 11.8% in the first quarter of 1994.  These increases were largely due
to the cost savings realized in telecommunications  expense. Net income was $244
million or $.36 per share for the first quarter of 1995 and $209 million or $.36
per share for the year-ago quarter. Weighted average shares increased 18% in the
first quarter of 1995 versus the first quarter of 1994 due to the issuance of an
additional  108.5  million  shares of the total  136  million  shares of Class A
common stock issued to British Telecommunications plc (BT) in September 1994.



<PAGE>


                                    PAGE 11

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994


RESULTS OF OPERATIONS
- ---------------------               Three months ended
(In millions, except % change)           March 31,
                                      1995        1994    $ Change   % Change
                                     ------      ------   --------   --------
Revenue                              $3,561      $3,221       $340      10.6%
                                     ------      ------       ----      -----
Operating expenses
  Telecommunications                  1,819       1,672        147       8.8%
  Sales, operations and general         993         906         87       9.6%
  Depreciation                          319         264         55      20.8%
                                     ------      ------       ----      -----
    Total operating expenses          3,131       2,842        289      10.2%
                                     ------      ------       ----      -----

Income from operations               $  430      $  379       $ 51      13.5%
                                     ======      ======       ====      =====


Revenue
- -------
Business Markets

Revenue and traffic volume grew  year-over-year  in the business  market for the
three months ended March 31, 1995.  The primary  components  of this revenue and
traffic  growth were  international  traffic,  which grew more than 40%, and the
company's 800, MCI Vision**,  MCI Preferred** and Vnet** products.  In addition,
revenue from the  company's  various data  products grew nearly 30% in the first
quarter  of  1995  versus  the  first  quarter  of  1994,  primarily  due to the
increasing demand for high-speed data transmission products.


Consumer Markets

In the consumer market,  year-over-year  revenue growth for the first quarter of
1995  resulted  from the  continued  success  of the  company's  collect-calling
product,  1-800-COLLECT,  and increased  international traffic. In January 1995,
the  company  announced  NEW  Friends  &  Family**,  which was  designed  to re-
establish the company's savings position and benefit a wider range of consumers.

<PAGE>



                                    PAGE 12

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994

Telecommunications Expense
- --------------------------

Telecommunications expense as a percentage of revenue decreased to 51.1% for the
three months ended March 31, 1995,  from 51.9% for the  corresponding  period in
1994. This decrease was due to continued network  optimization and to reductions
in domestic access rates and international settlement rates.

On March 30, 1995,  the Federal  Communications  Commission  (FCC) ruled to make
modifications  to local  exchange  carrier  (LEC)  price caps which  would lower
access fees charged to long distance carriers. Although the company expects that
the FCC's ruling will  ultimately  decrease  domestic access rates in the second
half of 1995, it is currently  too soon to determine the ultimate  impact of the
rate reductions on the company's results of operations. Any favorable impact may
be  somewhat  offset by  seasonality  and  product  mix,  especially  the mix of
international services.


Sales, Operations and General
- -----------------------------

Sales,  operations  and  general  expense  increased  $87  million for the first
quarter  of 1995 over the  first  quarter  of 1994, primarily  due to  increased
personnel costs.  The increase in personnel costs was primarily  associated with
the  introduction  of new  products  and services  which  required  increases in
customer  service and sales and sales support staff.  Sales and marketing  costs
increased  largely due to the  introduction of NEW Friends & Family,  as well as
the  impact  of  costs   associated   with  the  company's  Proof  Positive  and
1-800-COLLECT programs. Sales, operations and general expense as a percentage of
revenue  decreased to 27.9% for the three months ended March 31, 1995 from 28.1%
in the corresponding period in 1994.


Depreciation Expense
- --------------------

In the  first  quarter  of 1995,  depreciation  expense  increased  20.8% or $55
million  over the  year-ago  quarter,  primarily as a result of additions to the
company's communications network.


Interest Expense
- ----------------

Interest  expense for the three months ended March 31, 1995  increased  from $31
million  in the first  quarter of 1994 to $38  million  in the first  quarter of
1995. The increase was due to the issuance of $950 million  aggregate  principal
amount of Senior Notes and  Debentures in March 1994 which was partially  offset
by savings from repayments of commercial paper.

<PAGE>


                                     PAGE 13

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994


Interest Income
- ---------------

Interest income increased  significantly in the first quarter of 1995 versus the
year-ago  quarter  due to  the  investment  of the  funds  received  from  BT in
September 1994. The amount of interest income to be recognized for the full year
1995 will  depend  upon the timing and  investment  of  existing  cash  balances
currently invested in short and medium-term marketable securities.


STRATEGIC INITIATIVES
- ---------------------

The company has made certain  investments  in activities  which are in the early
stages of development. These investments fall into two categories:  subsidiaries
and equity investees. Investments in subsidiaries, entities in which the company
owns a majority interest,  are consolidated in the financial  statements and all
significant  intercompany  transactions  are  eliminated.  Equity  investees are
entities in which the company has less than a majority interest but can exercise
significant  influence.  Investments  in equity  investees  are presented on the
balance sheet as investment in  affiliates,  and the company's  related share of
investee  income  (losses) is  presented  on the income  statement  as equity in
income (losses) of affiliated companies.


MCImetro*
- ---------

MCImetro, Inc. (MCImetro), the company's wholly-owned local services subsidiary,
will  provide  a full  range  of basic  and  enhanced  local  telecommunications
services  utilizing SONET  fiber-optic  networks and local  switching  equipment
throughout  the U.S.  as  regulatory  authorities  permit.  MCImetro  has  filed
applications  in 11 states for the  authority to offer local phone  service,  of
which 6 states have granted such authority to date.  MCImetro  currently owns or
operates conduit and fiber cable facilities in more than 200 U.S. cities.

MCImetro  continued to expand its coverage area and service offerings during the
first  quarter of 1995.  MCImetro's  Local Choice  Direct*  service is currently
available in Atlanta, Boston, Dallas, Los Angeles, New York and Washington, D.C.
This family of access services  provides  businesses with high quality dedicated
access  connections  to a long distance  carrier or other service  provider.  In
addition,  through Local Choice  Custom*,  MCImetro  provides  complete  network
design and implementation for customized network solutions.

During the first quarter, MCImetro increased its fiber route miles to 2,107, and
local  city  networks  to 9 in 6 cities.  By  year end,  MCImetro  plans to have
constructed more than 40 local city networks in 20 major  metropolitan areas and
to have  installed  10 switches  to expand its  portfolio  of local  services as
regulatory authorities permit.

<PAGE>


                                    PAGE 14

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994


Summary financial  information for MCImetro as of and for the three months ended
March 31, 1995 was as follows:

                                   March 31, 1995
                                   --------------
                                   (in millions)

Assets                                     $216
Revenue                                      17
Operating Loss                               (2)


The company remains MCImetro's largest customer.


Equity Investees
- ----------------

The company has made  strategic  investments in several  ventures.  In the first
quarter of 1995, the company  reported equity in losses in these ventures of $29
million,  a majority of which resulted from its share of Concert  Communications
Company's  (Concert) losses.  Concert, a business venture formed in 1994 with BT
in which the company owns a 24.9% interest,  provides global  telecommunications
services for business  customers.  Concert's losses were higher than expected in
the first quarter of 1995 due to one-time start-up charges.  Concert is expected
to continue to generate losses in 1995 due to its start-up nature. The company's
share of these losses is  anticipated  to be between $10 million and $15 million
per quarter.  AVANTEL,  S.A. (AVANTEL),  a 45% owned business venture with Grupo
Financiero  Banamex-Accival (Banacci), was formed in 1994 to provide competitive
domestic and international long distance  telecommunications services in Mexico,
subject  to the grant of a  concession  from the  government  of Mexico  and the
satisfaction  of  various  other  conditions.  In  1994,  the  company  made  an
investment in In-Flight Phone  Corporation  (In-Flight)  which provides  airline
passengers digital air-to-ground communications.

The company also has several  other  investments  including a 23.5%  interest in
Belize Telecommunications,  Ltd., a 25% interest in CLEAR Communications,  Ltd.,
of New  Zealand,  a 30.9%  interest in General  Communication,  Inc. and a 34.6%
interest in Interactive Cable Systems, Inc.

<PAGE>


                                    PAGE 15

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------------------------

Working Capital
- ---------------

The  company  had  positive   working  capital   (current  assets  less  current
liabilities) of approximately $1.1 billion and $1.8 billion as of March 31, 1995
and December 31, 1994, respectively.  The decrease was primarily attributable to
the company's shifting of a portion of its investment  portfolio from current to
noncurrent marketable securities in order to obtain higher yields.


Communications System
- ---------------------

The  company  continued  to  invest  in its  communications  system  in order to
increase  network  capacity and capability and to enhance network  intelligence.
Cash  outflows  for  its  communications  system,  including   customer-specific
equipment,  were $713  million and $746  million in the three months ended March
31, 1995 and 1994,  respectively.  The company also  proceeded with its plans to
deploy advanced network  technologies  for improved  reliability and delivery of
advanced  services.  During the first quarter of 1995, the company completed its
deployment of Synchronous  Optical  Network  (SONET) rings around  Houston,  Los
Angeles and San Diego. By year end 1995,  additional SONET rings are expected to
be operational around St. Louis,  Atlanta,  Boston,  New York, Dallas,  Detroit,
Minneapolis and San Francisco.  In addition,  the company activated the nation's
first commercial  network  combining SONET and Asynchronous  Transfer Mode (ATM)
technologies  called vBNS, very high-speed  backbone network service.  SONET and
ATM will allow the company to combine voice,  data and video  transmissions  for
unique high-speed applications over a single channel.






<PAGE>


                                    PAGE 16

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994


Funding of Alliances, Investments and Initiatives
- -------------------------------------------------

The company  believes  that it will be able to meet its  current  and  long-term
liquidity and capital  requirements,  including  its planned  investment in News
Corp and its fixed charges,  through its cash flows from  operating  activities,
existing cash and cash  equivalents and marketable  securities,  its bank credit
facility and other external financing.  Cash and cash equivalents and marketable
securities totaled  approximately $2.8 billion as of March 31, 1995. The company
has available a $2 billion bank credit  facility,  expiring in July 1999,  which
supports the company's  commercial paper program,  and, in conjunction with this
program,  will be used to fund  short-term  fluctuations  in working capital and
other general corporate requirements.  In addition, the company has a $1 billion
shelf  registration  in effect  which  will  enable  the  company  to issue debt
securities  with a range of maturities at either fixed or variable  rates. As of
March  31,  1995,  there  were no  amounts  outstanding  under  the bank  credit
facility, commercial paper program or the shelf registration.


CASH FLOWS
- ----------                          Three months ended
(in millions)                            March 31,
                                      1995      1994         Change
                                     -----     -----        -------
Cash from operating
 activities                          $ 535     $ 499          $  36

Cash used for
 investing activities                 (949)     (865)           (84)

Cash (used for) from
 financing activities                  (76)      545           (621)
                                     -----     -----          -----
Net (decrease) increase in
 cash and cash equivalents           $(490)    $ 179          $(669)
                                     =====     =====          =====
                                  
EBITDA
- ------

Earnings before interest,  taxes,  depreciation and amortization (EBITDA),  also
known as operating cash flow, increased 16% to $749 million in the quarter ended
March 31, 1995 from $643  million in the  year-ago  period.  The  increase was a
function  of the  overall  growth in the  company's  business.  EBITDA,  another
measure of the company's ability to generate cash flows, should be considered in
addition  to but not as a  substitute  for, or superior  to,  other  measures of
financial  performance reported in accordance with generally accepted accounting
principals.

<PAGE>


                                    PAGE 17

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994


Cash from Operating Activities
- ------------------------------

Cash from  operating  activities  increased  as a result of an  increase in cash
received from  customers due to the growth in the company's  revenue,  which was
only  partially  offset by an increase in cash paid to suppliers and  employees.
Also  contributing  to the  increase  in cash was the  interest  received on the
investment of funds from BT in September 1994.


Cash used for Investing Activities
- ----------------------------------

The  increase  in cash  used  for  investing  activities  resulted  from the net
investment  of $202  million  in  noncurrent  marketable  securities  which  was
partially  offset by the  January  1994  purchase  of  substantially  all of the
operations of BT North America Inc. for $108 million.


Cash (used for) from Financing Activities
- -----------------------------------------

Cash (used for) from  financing  activities for the three months ended March 31,
1995  decreased  significantly  from the year-ago  period, primarily  due to the
decrease in the amount of debt issued in the respective quarters. In March 1994,
the company issued an aggregate principal amount of $950 million of Senior Notes
and  Debentures.  A  substantial  portion of the net proceeds were used to repay
commercial paper borrowings and the balance for general corporate purposes.

- -----------------------------------------------

*  MCImetro, Local Choice Direct and Local Choice Custom are service marks of 
   MCI Communications Corporation.

** Proof Positive,  1-800-COLLECT,  Vnet,  MCI Vision, MCI Preferred and  NEW  
   Friends  & Family  are registered service marks of MCI Communications
   Corporation.



<PAGE>



                                     PAGE 18

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q



PART II. OTHER INFORMATION


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

a)Exhibits

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

  11          Computation of Earnings per Common Share.

  12          Computation of Ratio of Earnings to Fixed Charges.

  27          Financial Data Schedule as of March 31, 1995.

  99(a)       Capitalization Schedule as of March 31, 1995.

b)Reports on Form 8-K
  
  The company filed a Current Report of Form 8-K on February 16, 1995, which
  is reported pursuant to Item 7.
















<PAGE>



                                     PAGE 19

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q



                                   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 thereunto

        duly authorized.




                                MCI COMMUNICATIONS CORPORATION







        Date:  May 15, 1995           Signed:   /s/ Douglas L. Maine
                                             -----------------------
                                                    Douglas L. Maine

                                            Executive Vice President
                                         and Chief Financial Officer




<PAGE>


                                     PAGE 20


                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                                 EXHIBIT INDEX







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

    11           Computation of Earnings per Common Share.

    12           Computation of Ratio of Earnings to Fixed Charges.

    27           Financial Data Schedule as of March 31, 1995.

    99(a)        Capitalization Schedule as of March 31, 1995.




                                                                    Exhibit 11
                                                                   -------------
                                                                   (Page 1 of 2)

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                   COMPUTATION OF EARNINGS PER COMMON SHARE
                    (In millions, except per share amounts)
                                  (unaudited)


                                                     Three months
                                                         ended
                                                       March 31,
                                                    --------------
                                                    1995      1994
                                                    ----      ----
Primary
- -------

  Net income................................        $244      $209

Adjustment of shares outstanding:
  Weighted average shares of common stock
    outstanding.. ..........................         680       542
  Assumed conversion of preferred stock.....           -        27
  Shares of common stock issuable upon the
    assumed exercise of common stock
    equivalents.............................          43        47
  Shares of common stock assumed repurchased
    for treasury(a).........................         (38)      (36)
                                                    ----      ----
  Adjusted shares of common stock and common
    stock equivalents for computation.......         685       580
                                                    ====      ====
Earnings per common and common equivalent
  shares....................................        $.36      $.36
                                                    ====      ====

- --------------------------------

(a)    At an average  market  price of $19.47  and  $26.26 for the three months
       ended March 31, 1995 and 1994, respectively.


<PAGE>



                                                                    Exhibit 11
                                                                   -------------
                                                                   (Page 2 of 2)

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                    (In millions, except per share amounts)
                                  (unaudited)


                                                     Three months
                                                         ended
                                                       March 31,
                                                    --------------
                                                    1995      1994
                                                    ----      ----
Assuming Full Dilution
- ----------------------

  Net income................................        $244      $209

Adjustment of shares outstanding:
  Weighted average shares of common stock
    outstanding.............................         680       542
  Assumed conversion of preferred stock.....           -        27
  Shares of common stock issuable upon the
    assumed exercise of common stock
    equivalents..............................         43        47
  Shares of common stock assumed repurchased
    for treasury(b).........................         (36)      (36)
                                                    ----      ----
  Adjusted shares of common stock and common
    stock equivalents for computation.......         687       580
                                                    ====      ====
Earnings per common and common equivalent
  shares....................................        $.36      $.36
                                                    ====      ====


- --------------------------------

(b) The March 31, 1995 ending  market  price of $20.63 was used as it is higher 
    than  the average  market  price of $19.47.  The  average  market price of 
    $26.26 for the three months ended March 31,  1994 was used as it is higher 
    than the March 31,  1994  ending  market price of $23.38.






                                                                      Exhibit 12
                                                                      ----------


                 MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                       (In millions, except ratio amounts)
                                   (unaudited)


                       Three Months Ended
                            March 31,          Year Ended December 31,
                         --------------   ----------------------------------
                           1995  1994     1994   1993     1992   1991   1990
                           ----  ----     ----   ----     ----   ----   ----
Earnings:
  Income before
  income taxes and
  extraordinary item(a)    $397  $340   $1,280 $1,045   $  963 $  848  $ 440

Add:
  Fixed charges              83    71      315    315      346    334    321

Less:
  Capitalized interest       21    19       78     61       52     58     49
                           ----  ----   ------ ------   ------ ------  -----
  Total earnings           $459  $392   $1,517 $1,299   $1,257 $1,124  $ 712
                           ====  ====   ====== ======   ====== ======  =====

Fixed Charges:
  Fixed charges on
  indebtedness,
  including amortization
  of debt discount and
  premium                  $ 59  $ 50   $  231 $  239   $  270 $  270  $ 262

Interest portion of
  operating lease
  rentals(b)                 24    21       84     76       76     64     59
                           ----  ----   ------ ------   ------ ------  -----
   Total fixed charges     $ 83  $ 71   $  315 $  315   $  346 $  334  $ 321
                           ====  ====   ====== ======   ====== ======  =====
Ratio of earnings to
  fixed charges            5.53  5.52     4.82   4.12     3.63   3.37   2.22
                           ====  ====   ====== ======   ====== ======  =====


(a) Includes equity in income (losses) of affiliated companies.

(b) The interest  portion of operating  lease rentals is calculated as one third
    of rent expense which represents a reasonable  approximation of the interest
    factor.



<TABLE> <S> <C>

<ARTICLE>                                                      5
<LEGEND>
This schedule contains summary financial  information extracted from the balance
sheet of MCI  Communications  Corporation and Subsidiaries at March 31, 1995 and
the income  statement for the three months ended March 31, 1995 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                                                 0000064079
<NAME>                                  MCI Communications Corporation
<MULTIPLIER>                                           1,000,000
       
<S>                                                <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-START>                          JAN-01-1995
<PERIOD-END>                            MAR-31-1995
<CASH>                                                       939
<SECURITIES>                                                 604
<RECEIVABLES>                                              2,659
<ALLOWANCES>                                                 217
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                           4,435
<PP&E>                                                    14,099
<DEPRECIATION>                                             4,556
<TOTAL-ASSETS>                                            16,839
<CURRENT-LIABILITIES>                                      3,363
<BONDS>                                                    2,936
<COMMON>                                                      74
                                          0
                                                    0
<OTHER-SE>                                                 9,165
<TOTAL-LIABILITY-AND-EQUITY>                              16,839
<SALES>                                                    3,561
<TOTAL-REVENUES>                                           3,561
<CGS>                                                          0
<TOTAL-COSTS>                                              3,131
<OTHER-EXPENSES>                                               0
<LOSS-PROVISION>                                             100
<INTEREST-EXPENSE>                                            38
<INCOME-PRETAX>                                              426
<INCOME-TAX>                                                 153
<INCOME-CONTINUING>                                          244
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                                 244
<EPS-PRIMARY>                                               0.36
<EPS-DILUTED>                                               0.36
        


</TABLE>




                                                                   Exhibit 99(a)
                                                                   -------------

                MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                            CAPITALIZATION SCHEDULE
                                 (In millions)

Set forth below is the capitalization of the company as of March 31, 1995:

Debt(a):

  Secured debt:
    Capital lease obligations ...........................     $   555
    Other secured obligations ...........................          22
                                                              -------
      Total secured debt ................................         577
                                                              -------
  Unsecured debt:
     Senior Notes, net ...................................      1,501
     Senior Debentures, net...............................        884
     Other unsecured debt.................................        110
                                                              -------
      Total unsecured debt ...............................      2,495
                                                              -------

         Total debt ......................................    $ 3,072
                                                              -------

  Stockholders' equity:
     Class A common stock, $.10 par value, authorized
       500 million shares, issued 136 million shares......    $    14
     Common stock, $.10 par value, authorized 2 billion
       shares, issued 592 million shares..................         60
     Additional paid in capital...........................      6,270
     Retained earnings....................................      3,792
     Treasury stock at cost, 48 million shares............       (897)
                                                              -------
      Total stockholders' equity......................          9,239
                                                              -------

      Total capitalization............................        $12,311
                                                              =======

(a) See Note 6 of Notes to Consolidated  Financial  Statements on page 19 of the
    company's Annual Report to Stockholders,  which is included in Exhibit 13 to
    the  company's  Annual  Report on Form 10-K for the year ended  December 31,
    1994, for  additional  information  concerning  the company's  capital lease
    obligations,  which are  obligations of subsidiaries of the company that are
    guaranteed by the company. Interest rates on capital lease obligations, on a
    weighted average basis, approximated 8.8% per annum at March 31, 1995.

    For additional information concerning the company's long-term debt, see Note
    5 of Notes to  Consolidated  Financial  Statements on pages 17 and 18 of the
    company's Annual Report to Stockholders,  which is included in Exhibit 13 to
    the  company's  Annual  Report on Form 10-K for the year ended  December 31,
    1994.



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