<PAGE>
______________________________________________________________________________
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______to _______
Commission file number 1-3040
U S WEST Communications, Inc.
A Colorado Corporation IRS Employer No.
84-0273800
1801 California Street, Denver, Colorado 80202
Telephone Number (303) 896-3099
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Forty Year 3 1/4% Debentures due February 1, 1996 New York Stock Exchange
Registered pursuant to Section 12 (g) of the Act: None.
THE REGISTRANT, AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF U S WEST, INC., MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) AND (b) OF FORM 10-K
AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO
GENERAL INSTRUCTION J(2).
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No_
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ***
*** Not applicable in that registrant is an indirect, wholly-owned subsidiary.
The total number of pages contained in this report, including exhibits, is 40
and the exhibit index is on page 31.
_______________________________________________________________________________
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Description Page
- ---- ----------- ----
<S> <C> <C>
PART I
1. Business (Abbreviated pursuant to General Instruction J(2)) . . . . 3
2. Properties (Abbreviated pursuant to General Instruction J(2)) . . . 6
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . 7
4. Submission of Matters to a Vote of Security Holders (Inapplicable).
PART II
5. Market for the Registrant's Common Equity and Related Shareowner
Matters (Inapplicable).
6. Selected Financial Data (Omitted pursuant to General Instruction
J(2)).
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Omitted pursuant to General Instruction
J(2). See "Management's Discussion.") . . . . . . . . . . . 8
8. Consolidated Financial Statements and Supplementary Data. . . . . . 15
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure (None).
PART III
10. Directors and Executive Officers of the Registrant (Omitted
pursuant to General Instruction J(2)).
11. Executive Compensation (Omitted pursuant to General Instruction
J(2)).
12. Security Ownership of Certain Beneficial Owners and Management
(Omitted pursuant to General Instruction J(2)).
13. Certain Relationships and Related Transactions (Omitted
pursuant to General Instruction J(2)).
PART IV
14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>
2
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART I
ITEM 1. BUSINESS
GENERAL
U S WEST Communications, Inc. (the "Company") is incorporated under the
laws of the State of Colorado and has its principal offices at 1801 California
Street, Denver, Colorado, 80202, telephone number (303) 896-3099. The Company is
an indirect, wholly-owned subsidiary of U S WEST, Inc. ("U S WEST").
The Company was formed January 1, 1991, when Northwestern Bell Telephone
Company ("Northwestern Bell") and Pacific Northwest Bell Telephone Company
("Pacific Northwest Bell") were merged into The Mountain States Telephone and
Telegraph Company ("Mountain Bell"), which simultaneously changed its name to
U S WEST Communications, Inc. U S WEST acquired ownership of Mountain Bell,
Northwestern Bell and Pacific Northwest Bell on January 1, 1984, when American
Telephone and Telegraph Company ("AT&T") transferred its ownership interests in
these three wholly-owned operating telephone companies to U S WEST. This
divestiture was made pursuant to a court approved consent decree entitled the
Modification of Final Judgement ("MFJ"), which arose out of an antitrust action
brought by the United States Department of Justice against AT&T.
COMPANY OPERATIONS
The Company provides telecommunications services in the states of Arizona,
Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington and Wyoming (the "14 state region"). The
Company serves approximately 80% of the population in these states and
approximately 40% of the land area. Beginning in 1993, the Company entered into
a process to sell certain rural exchanges over the next several years. It is
currently estimated that such sales could amount to approximately 2.0% of total
network access lines. At December 31, 1993, the Company had approximately
13,843,000 telephone network access lines in service, a 3.7% increase over year
end 1992.
Under the terms of the MFJ, the 14 state region was divided into 29
geographical areas called local access and transport areas ("LATAs") with each
LATA generally centered on a metropolitan area or other identifiable community
of interest. The principal types of telecommunications services offered by the
Company are (i) local service, (ii) intraLATA long distance service and (iii)
exchange access service (which connects customers to the facilities of interLATA
service providers). For the year ended December 31, 1993, local service,
exchange access service and intraLATA long distance service accounted for 44%,
33% and 17%, respectively, of the sales and other revenues of the Company.
In 1993, revenues from a single customer, AT&T, accounted for approximately
13% of the Company's sales and other revenues.
REGULATION
The Company is subject to varying degrees of regulation by state
commissions with respect to intrastate rates and service, and access
charge tariffs. Under traditional rate of return regulation, intrastate
rates are generally set on the basis of the amount of revenues needed
to produce an authorized rate of return (refer to page 9 of Management's
Discussion).
3
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART I
ITEM 1. BUSINESS (continued)
REGULATION (CONTINUED)
The Company has sought alternative forms of regulation ("AFOR") plans which
provide for competitive parity, enhanced pricing flexibility and improved
capability in bringing to market new products and services. In a number of
states where AFOR plans have been adopted, such actions have been accompanied by
requirements to refund revenues, reduce existing rates or upgrade service, any
of which could have adverse short-term effects on earnings. Similar agreements
may have resulted under traditional rate of return regulation (refer to pages 12
and 13 of Management's Discussion).
The Company is also subject to the jurisdiction of the Federal
Communications Commission ("FCC") with respect to interstate access tariffs
(that specify the charges for the origination and termination of interstate
communications) and other matters. The Company's interstate services have been
subject to price cap regulation since January 1991. Price caps are a form of
incentive regulation and, ostensibly, limit prices rather than profits. However,
the FCC's price cap plan includes sharing of earnings in excess of authorized
levels with interexchange carriers. The Company believes that competition will
ultimately be the determining factor in pricing telecommunications services.
In January 1994, the FCC announced that it will begin reviewing its
current form of regulation.
In September, 1993, the FCC adopted licensing rules for Personal
Communications Services ("PCS") and announced that it would auction the spectrum
frequencies available for PCS in late 1994. PCS offers users mobile voice and
data communications capabilities similar to existing analog cellular service.
U S WEST intends to pursue PCS opportunities as they become available.
COMPETITION
Historically, communications, entertainment and information services were
provided by different companies in different industries. The convergence of
these technologies is changing both the competitive environment and the way the
Company does business. This convergence, which is being fueled by technological
advances, will lead to more intense competition from companies with which the
Company has not historically competed.
The Company's principal current competitors are competitive access
providers ("CAPs"). Competition from CAPs is currently limited to providing
large business customers (with high-volume traffic) private line access to the
facilities of interexchange carriers. In coming years, CAPs could also become
significant competitors for other local exchange services. MCI announced plans
in early 1994 to build fiber-optic rings and local switching infrastructures
in major metropolitan markets, hence providing the ability to compete directly
with the local telephone company. Additionally, AT&T's entrance into the
cellular communications market through its proposed acquisition of McCaw
Cellular Communications, Inc. has the potential to create increased competition
in local exchange as well as cellular services. The loss of local exchange
customers to competitors would affect multiple revenue streams, including
those related to local and access services, and long distance network
services, and could have a material, adverse effect on the Company's
operations.
4
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART I
ITEM 1. BUSINESS (continued)
COMPETITION (CONTINUED)
In addition to CAPs and providers of wireless services, a major potential
source of future competition includes cable television companies which may offer
telecommunications and other information services in addition to existing video
services.
Competition from long distance companies continues to erode the Company's
market share of intraLATA long distance services such as WATS and "800." These
revenues have declined over the last several years as customers have migrated to
interexchange carriers that have the ability to offer these services on both an
intraLATA and interLATA basis. The Company is prohibited from providing
interLATA long distance services.
The actions of state and federal public policymakers will play an important
role in determining how increased competition affects the Company. The Company
is working with regulators and legislators to help ensure that public policies
keep pace with our rapidly changing industry and allow the Company to bring new
services to the marketplace.
The Company supports regulatory reform. It is increasingly apparent that
the legal and regulatory framework under which the Company operates, which
includes restrictions on equipment manufacturing, prohibitions on cross-
ownership of cable television by telephone companies and the provision of cable
boundaries, limits both competition and consumer choice. The Company believes
that it is in the public interest to lift these restrictions and to place all
competitors under the same rules to ensure the industry's technological
development and long-term financial health.
COMPETITIVE STRATEGY
The Company intends to implement its competitive strategy by focusing on
three key objectives: 1) business growth through the development of broadband
networks; 2) customer loyalty through continuous improvement in customer
service; and 3) improved productivity through systems re-engineering and
other cost controls.
5
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART I
ITEM 2. PROPERTIES
The properties of the Company do not lend themselves to description by
character and location of principal units. At December 31, 1993, the percentage
distribution of total net telephone plant by major category for the Company was
as follows:
a. Connecting lines not on customers'
premises ............................ 36%
b. Central office equipment .............. 39%
c. Land and buildings (occupied
principally by central offices) ..... 15%
d. General equipment and vehicles ........ 9%
e. Miscellaneous equipment and inside
wiring (substantially all of which
are on the premises of customers) ... 1%
At December 31, 1993, substantially all of the installations of central
office equipment were located in buildings owned by the Company situated on land
which it owns in fee, while many garages, and administrative and business
offices were in leased quarters.
Total investment in telephone plant increased to $28.0 billion at December
31, 1993, from $26.6 billion at December 31, 1992, after giving effect to
retirements, but before deducting accumulated depreciation. The Company's 1993
capital expenditures of $2.2 billion were substantially devoted to the continued
modernization of rural and urban telephone plant, including investments in fiber
optic cable and the conversion of central offices to digital technology, in
order to improve customer services and network productivity. 1994 capital
expenditures are anticipated to be $2.3 billion and the majority of these are
expected to be financed through internally generated funds.
6
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART I
ITEM 3. LEGAL PROCEEDINGS
With respect to lawsuits, proceedings and other claims pending at year-end,
it is the opinion of management that after final disposition, any monetary
liability or financial impact to the Company beyond that provided at year-end,
would not be material to the consolidated financial position of the Company.
7
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
<TABLE>
<CAPTION>
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Change
1993 1992 $ %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues
Local service $3,829.1 $3,674.3 $154.8 4.2
Interstate access service 2,146.9 2,046.9 100.0 4.9
Intrastate access service 682.0 672.8 9.2 1.4
Long distance network service 1,441.5 1,419.7 21.8 1.5
Other services 556.4 510.0 46.4 9.1
Operating expenses
Employee-related costs 2,916.6 2,862.6 54.0 1.9
Other operating expenses 1,599.4 1,556.2 43.2 2.8
Taxes other than income taxes 379.8 348.1 31.7 9.1
Depreciation and amortization 1,806.5 1,735.4 71.1 4.1
Restructuring charge 880.0 - 880.0 -
Interest expense 373.8 401.5 (27.7) (6.9)
Other expense 13.0 34.9 (21.9) (62.8)
- --------------------------------------------------------------------------------
Income before income taxes,
extraordinary items and
cumulative effect of change
in accounting principles 686.8 1,385.0 (698.2) (50.4)
Provision for income taxes 251.5 435.0 (183.5) (42.2)
- --------------------------------------------------------------------------------
Income before extraordinary items
and cumulative effect of change
in accounting principles 435.3 950.0 (514.7) (54.2)
Extraordinary items (net of tax)
Discontinuance of SFAS No. 71 (3,040.9) - (3,040.9) -
Early extinguishment of debt (77.2) - (77.2) -
Cumulative effect of change in
accounting principles (accounting
for postemployment and postretire-
ment benefits), net of tax - (1,724.4) 1,724.4 -
- --------------------------------------------------------------------------------
Net loss ($2,682.8) ($774.4) (1,908.4) -
================================================================================
</TABLE>
Income before extraordinary items and cumulative effect of change in
accounting principles decreased $514.7 compared to 1992. Absent the effects of a
restructuring charge, which reduced 1993 income by approximately $534.0, and the
cumulative effect on deferred taxes of the 1993 federally mandated increase in
income tax rates which reduced income by $54.0, income before extraordinary
items and cumulative effect of change in accounting principles increased by
$73.3 or 7.7%. The extraordinary items relate to the discontinuance of
accounting for the Company's operations as a regulated enterprise and the
refinancing of debt to obtain lower financing costs prospectively. The Company
had a net loss in the prior year due to the adoption of "Employer's Accounting
for Postretirement Benefits Other than Pensions" (SFAS No. 106) and "Employer's
Accounting for Postemployment Benefits" (SFAS No. 112).
8
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
OPERATING REVENUES
Total operating revenues were $8,655.9, a $332.2, or 4.0%, increase
compared to the prior year. In the tables below, price changes primarily
represent the aggregate effects of price changes resulting from regulatory
proceedings and growth represents increased market penetration through both
increased access lines and additional sales to existing customers. Different
regulatory commissions govern the interstate and intrastate jurisdictions,
resulting in varying price and refund impacts.
LOCAL SERVICE
<TABLE>
<CAPTION>
Price Higher Increase
Changes Refunds Growth Other $ %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ (5.7) $ (10.6) $ 175.5 $ (4.4) $ 154.8 4.2
- --------------------------------------------------------------------------------
</TABLE>
Local service increased $154.8 primarily due to business growth. The
Company added 498,000 access lines, a record 3.7% increase over the
December 31, 1992, level.
INTERSTATE ACCESS SERVICE
<TABLE>
<CAPTION>
Price Lower Increase
Changes Refunds Growth Other $ %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ (71.5) $ 5.8 $ 175.4 $ (9.7) $ 100.0 4.9
- --------------------------------------------------------------------------------
</TABLE>
The increase in interstate access service of $100.0 was primarily a result
of increased growth partially offset by the effects of price reductions.
Interstate access minutes of use increased 8.5% over the same period in 1992.
Interstate access prices were reduced by approximately $60 annually, effective
July 1, 1993, in addition to $90, effective July 1, 1992, due to FCC mandated
changes which resulted in a cost shift to intrastate jurisdictions. In addition
to price changes resulting from FCC regulatory actions, an increasingly
competitive market for access services will continue to drive prices down.
INTRASTATE ACCESS SERVICE
<TABLE>
<CAPTION>
Price Lower Increase
Changes Refunds Growth Other $ %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ (18.1) $ 8.0 $ 19.3 $ 0.0 $ 9.2 1.4
- --------------------------------------------------------------------------------
</TABLE>
The increase in intrastate access service revenues of $9.2 was due to
increased growth and lower refunds, partially offset by price decreases.
9
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
OPERATING REVENUES (CONTINUED)
LONG DISTANCE NETWORK SERVICE
<TABLE>
<CAPTION>
Price Higher Increase
Changes Refunds Growth Other $ %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ (7.0) $ (0.6) $ 31.2 $ (1.8) $ 21.8 1.5
- --------------------------------------------------------------------------------
</TABLE>
Long distance network service increased $21.8 primarily due to increased
growth. This increase was partially offset by price decreases and the impacts of
competition, particularly in the Wide Area Telephone Service ("WATS") and 800
services.
OTHER SERVICES
Other services revenue increased $46.4 as a result of growth in billing and
collection services and continued market penetration in voice messaging
services.
OPERATING EXPENSES
Employee-related costs increased $54.0 over 1992. The increase was a result
of costs associated with customer service initiatives and a lower pension credit
in the current year. Increases in basic compensation costs, including overtime
primarily related to an increase in customer demand and flood damage in the
mid-western states, were essentially offset by the effects of work-force
reductions. In 1993, 2,500 employees exited the business under the 1991
restructuring plan. These increases were partially offset by reduced health care
costs.
Other operating expenses increased $43.2 over the same period last year.
The increases were primarily related to increases in network software costs and
advertising expenses.
The increase of $31.7 in taxes other than income taxes is a result of
adjustments made in 1992 for resolution of certain long-standing appeals.
Depreciation and amortization expense increased over the same period last
year by $71.1. The increase is attributable to a higher depreciable plant base
and the approval of changed depreciation rates and amortizations by the FCC and
certain state jurisdictions. A depreciation adjustment in the prior year
resulting from an alternative form of regulation implemented in the state of
Washington partially offset the increase. Prior to the discontinuance of SFAS
No. 71, the Company's depreciation expense was based on regulator approved
depreciation rates. The Company's discontinuance of SFAS No. 71 has resulted in
the use of shorter asset lives (for financial reporting purposes) to more
closely reflect the economic lives of telephone plant. With these new, economic
lives, the Company expects depreciation expense to increase in 1994 by
approximately 3 to 5 percent over the 1993 amount. The Company continues to
pursue higher regulator-approved depreciation rates and improved capital
recovery within the regulatory environment.
10
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
OPERATING EXPENSES (CONTINUED)
The Company's 1993 results reflect a pretax restructuring charge of $880
million. The restructuring charge includes specific incremental and direct costs
which can be estimated with reasonable accuracy and are clearly identifiable
with the related plan.
The restructuring plan is designed to provide faster, more responsive
customer services while reducing the costs of providing these services. As part
of the plan, the Company will develop new systems that will enable it to monitor
networks to reduce the risk of service interruptions, activate telephone service
on demand, provide automated inventory systems and centralize its service
centers so that customers can have their telecommunications needs resolved with
one phone call. The Company will also reduce its work force by approximately
8,000 employees by the end of 1996 (in addition to a remaining reduction of
1,000 employees pursuant to the restructuring plan announced in 1991) and
consolidate the operations of its existing 560 customer centers into 26
customer centers in ten cities.
Following is a schedule of costs included in the restructuring charge:
<TABLE>
<S> <C>
Employee separation $235
Real estate 120
Relocation 105
Retraining 60
Systems development 360
------
$880
======
</TABLE>
Employee separation costs include severance payments, healthcare coverage
and postemployment education benefits. Real estate costs include preparation
costs for the new service centers. The relocation and retraining costs are
related to moving employees to the sites of the new service centers and
retraining employees on the new methods and systems required in the new,
restructured mode of operation. Systems development includes the replacement of
existing, single-purpose systems with new systems designed to provide
integrated, end-to-end customer service. There are no costs for asset write-
downs included in the restructuring charge. The work-force reductions would not
be possible without the development and installation of the new systems which
will eliminate the current, labor-intensive interfaces between existing systems.
The estimated annual cash expenditures relating to the restructuring plan
are $365, $300 and $215 in 1994, 1995 and 1996, respectively. In addition to
these expenditures, the Company anticipates incremental capital expenditures
related to the restructuring plan of $450 over the next three years. The
restructuring plan is estimated to reduce cumulative total employee and related
costs by approximately $525 during the next three years, starting in 1994. These
savings are expected to be largely offset by higher employee salaries and wages
for the remainder of the work force.
11
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
OPERATING EXPENSES (CONTINUED)
The Company's 1991 restructuring plan was established to partially offset
the effects of future wage, salary and benefit increases. The plan will result
in a work-force reduction of approximately 6,000 employees, of which
approximately 5,000 employees have left the Company as of December 31, 1993.
The 1991 restructuring charge was $240, of which approximately $56 is unused at
December 31, 1993.
INTEREST AND OTHER
Interest expense decreased $27.7 primarily as a result of the refinancing
of debt in order to take advantage of lower interest rates. Additional detail
of the debt refinancing is provided on page 24 in Note 7 of the Notes to
Consolidated Financial Statements.
Other expense decreased due to the gain on the sale of several small
exchanges and a reversal of accrued interest based on settlement with several
interexchange carriers related to the 89/90 monitoring period, both occurring in
the current year. Other items impacting this decrease were a favorable Internal
Revenue Service settlement, a charge for the refinancing of debt and the impacts
of litigation, all occurring in the prior year.
PROVISION FOR INCOME TAXES
Excluding the effects of the restructuring charge, income tax expense
increased $162.9 over the same period last year.
The increase in the effective tax rate ("ETR") from 31.4 percent to 36.6
percent resulted primarily from the $54.0 cumulative effect on deferred taxes of
the 1993 federally mandated increase in income tax rates and the ongoing effects
of discontinuing SFAS No. 71, partially offset by the tax effects of the
restructuring charge (refer to Note 4 on page 22 of the Notes to Consolidated
Financial Statements). In 1994, the ETR is expected to increase to approximately
37.5 percent due to the full year ongoing impact of discontinuing SFAS No. 71.
In 1993, the Company implemented SFAS No. 109, "Accounting for Income
Taxes." Adoption of this new standard did not have a material effect on the
Company's financial position or results of operations, primarily because of the
Company's 1989 adoption of SFAS No. 96 which reflects deferred income taxes at
current income tax rates.
OTHER ITEMS
ALTERNATIVE FORMS OF REGULATION ("AFOR") AND REGULATORY ACTIVITY
The Company has sought AFOR plans which provide for competitive parity,
enhanced pricing flexibility and improved capability in bringing to market new
products and services. In addition to the FCC's price cap plan, the Company has
existing AFOR plans in the states of Minnesota, Washington, Oregon, Colorado,
Idaho, Nebraska, North Dakota and South Dakota. In a number of states where AFOR
plans have been adopted, such actions have been accompanied by agreements to
refund revenues, reduce existing prices or upgrade service.
12
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
OTHER ITEMS (CONTINUED)
ALTERNATIVE FORMS OF REGULATION ("AFOR") AND REGULATORY ACTIVITY (CONTINUED)
On August 3, 1993, the FCC announced that it will require that certain
telephone companies, including the Company, allow competitive access providers
to interconnect directly to a telephone company's switching equipment. The
decision extends the current collocation requirement applicable to special
access services to local transport for switched access services. The effect
of this decision will be to increase competition and lower prices for interstate
access services provided to interexchange carriers. The FCC has granted local
telephone companies subject to this requirement additional pricing flexibility.
There are pending regulatory actions in local regulatory jurisdictions which
call for price decreases, refunds or both. In one such instance, the Utah
Supreme Court has remanded a Utah Public Service Commission ("PSC") order to
the PSC for reconsideration, thereby establishing two exceptions to the rule
against retroactive ratemaking: 1) unforeseen and extraordinary events and 2)
misconduct. The Commission's initial order denied a refund request from
interexchange carriers and other parties related to the Tax Reform Act of 1986.
If the Commission finds that either of the exceptions apply, the Company could
be liable for refunds, although at this time any such amount is not reasonably
estimable since the case is still in the discovery process.
DISCONTINUANCE OF SFAS NO. 71
The Company incurred a non-cash, extraordinary charge of $3.0 billion, net
of an income tax benefit of $2.3 billion, in conjunction with its decision to
discontinue accounting for its operations in accordance with SFAS No. 71,
"Accounting for the Effects of Certain Types of Regulation," as of September 30,
1993. SFAS No. 71 generally applies to regulated companies that meet certain
requirements, including a requirement that a company be able to recover its
costs, competition notwithstanding, by charging its customers at prices
established by its regulators. The Company's decision to discontinue the
application of SFAS No. 71 was based on the belief that competition, market
conditions and the development of broadband technology, more than prices
established by regulators, will determine the future revenues of the Company.
As a result of this change, the remaining asset lives of the Company's telephone
plant have been shortened to more closely reflect the useful (economic) lives of
such plant. The Company's accounting and reporting for regulatory purposes are
not affected by the change. For additional detail, refer to Note 5 on page 23
in the Notes to Consolidated Financial Statements.
13
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART II
MANAGEMENT'S DISCUSSION. (DOLLARS IN MILLIONS)
OTHER ITEMS (CONTINUED)
EARLY EXTINGUISHMENT OF DEBT
During 1993, the Company refinanced long-term debt issues aggregating $2.7
billion in principal amount. These refinancings allowed the Company to take
advantage of favorable interest rates. Extraordinary costs associated with the
redemptions reduced 1993 net income by $77.2. Additional information is provided
in Note 7 on page 24 in the Notes to Consolidated Financial Statements.
SALE OF CERTAIN RURAL EXCHANGES
Beginning in 1993, the Company entered into a process to sell certain rural
exchanges over the next several years. It is currently estimated that such sales
could amount to approximately 2.0% of total network access lines.
14
<PAGE>
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareowner and Board of Directors of U S WEST Communications, Inc.
We have audited the consolidated financial statements and the consolidated
financial statement schedules of U S WEST Communications, Inc. listed in the
index on page 31 of this Form 10-K. These financial statements and financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of U S WEST
Communications, Inc. as of December 31, 1993 and 1992, and the consolidated
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1993, in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material
respects, the information required to be included therein.
As discussed in Note 5 on page 23 of the Notes to Consolidated Financial
Statements, the Company discontinued accounting for the operations of U S WEST
Communications, Inc. in accordance with Statement of Financial Accounting
Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation," in 1993. As discussed in Note 10 on page 26 of the Notes to
Consolidated Financial Statements, the Company changed its method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992.
COOPERS & LYBRAND
Denver, Colorado
January 20, 1994
15
<PAGE>
U S WEST COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
________________________________________________________________________________
YEAR ENDED DECEMBER 31,
(DOLLARS IN MILLIONS) 1993 1992 1991
________________________________________________________________________________
<S> <C> <C> <C>
OPERATING REVENUES
Local service $3,829.1 $3,674.3 $3,500.6
Interstate access service 2,146.9 2,046.9 2,023.4
Intrastate access service 682.0 672.8 649.7
Long distance network service 1,441.5 1,419.7 1,462.7
Other services 556.4 510.0 528.0
-------- ---------- ----------
Total operating revenues 8,655.9 8,323.7 8,164.4
-------- ---------- ----------
OPERATING EXPENSES
Employee-related costs 2,916.6 2,862.6 2,728.6
Other operating expenses 1,599.4 1,556.2 1,504.9
Taxes other than income taxes 379.8 348.1 393.4
Depreciation and amortization 1,806.5 1,735.4 1,690.6
Restructuring charges 880.0 - 240.0
-------- ---------- ----------
Total operating expenses 7,582.3 6,502.3 6,557.5
-------- ---------- ----------
Income from operations 1,073.6 1,821.4 1,606.9
Interest expense 373.8 401.5 433.7
Other expense 13.0 34.9 19.5
-------- ---------- ----------
Income before income taxes,
extraordinary items and cumulative
effect of change in accounting
principles 686.8 1,385.0 1,153.7
Provision for income taxes 251.5 435.0 355.2
-------- ---------- ----------
Income before extraordinary items and
cumulative effect of change in accounting
principles 435.3 950.0 798.5
Extraordinary items
Discontinuance of SFAS No. 71, net of tax (3,040.9) - -
Early extinguishment of debt, net of tax (77.2) - -
Cumulative effect of change in accounting
principles (accounting for postemployment
and postretirement benefits), net of tax - (1,724.4) -
--------- ---------- ---------
NET INCOME (LOSS) ($2,682.8) ($774.4) $798.5
========== ========== =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
16
<PAGE>
U S WEST COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
________________________________________________________________________________
DECEMBER 31, DECEMBER 31,
(DOLLARS IN MILLIONS) 1993 1992
________________________________________________________________________________
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $67.3 $52.9
Accounts receivable, net of allowance for
credit losses of $27.2 and $26.8
in 1993 and 1992, respectively 1,390.9 1,324.1
Materials and supplies 108.0 112.8
Deferred tax asset 292.3 -
Other 59.1 145.1
---------- ----------
Total current assets 1,917.6 1,634.9
---------- ----------
Property, plant and equipment, at cost
In service 27,463.8 25,921.2
Under construction 520.5 602.7
Held for future use 27.4 30.0
---------- ----------
28,011.7 26,553.9
Less accumulated depreciation 15,464.6 9,234.1
---------- ----------
Net property, plant and equipment 12,547.1 17,319.8
---------- ----------
Other 697.7 1,513.5
---------- ----------
Total assets $15,162.4 $20,468.2
========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
17
<PAGE>
U S WEST COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
_______________________________________________________________________________
DECEMBER 31, DECEMBER 31,
(DOLLARS IN MILLIONS) 1993 1992
_______________________________________________________________________________
<S> <C> <C>
LIABILITIES AND SHAREOWNER'S EQUITY
Current liabilities
Short-term debt $1,260.0 $549.6
Accounts payable 935.4 991.3
Employee compensation 302.9 315.6
Current portion of restructuring charges 421.3 80.0
Property taxes payable 199.9 184.6
Advance billings and customer deposits 197.6 188.7
Other accrued liabilities 495.5 285.6
---------- ----------
Total current liabilities 3,812.6 2,595.4
---------- ----------
Long-term debt 4,091.8 4,449.9
Postretirement benefit obligation 2,592.5 2,723.3
Deferred taxes and credits 1,525.5 4,242.7
Shareowner's equity
Common shares - one share
without par value, owned by
parent 6,741.5 6,456.9
Retained earnings (deficit) (3,601.5) -
---------- ----------
Total shareowner's equity 3,140.0 6,456.9
---------- ----------
Total liabilities and shareowner's
equity $15,162.4 $20,468.2
========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
18
<PAGE>
U S WEST COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
________________________________________________________________________________
YEAR ENDED DECEMBER 31,
(DOLLARS IN MILLIONS) 1993 1992 1991
________________________________________________________________________________
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) ($2,682.8) ($774.4) $798.5
Adjustments
Depreciation and amortization 1,806.5 1,735.4 1,690.6
Deferred income taxes and amortization
of investment tax credit (204.3) (31.4) (112.7)
Discontinuance of SFAS No. 71 3,040.9 - -
Restructuring charges 880.0 - 240.0
Cumulative effect of change in accounting
principles - 1,724.4 -
Changes in operating assets and liabilities
Accounts receivable (66.8) 30.4 19.1
Materials, supplies and other (76.3) 19.6 (66.7)
Accounts payable and accrued liabilities 130.4 157.9 (99.4)
Funding of postretirement benefit
obligation (246.1) - -
Other - net 236.7 (7.1) (89.6)
---------- --------- ----------
Cash provided by operating activities 2,818.2 2,854.8 2,379.8
---------- ---------- ----------
INVESTING ACTIVITIES
Expenditures for property, plant
and equipment (2,189.8) (2,086.7) (2,103.9)
Other - net 42.4 52.0 36.7
---------- ---------- ----------
Cash used for investing activities (2,147.4) (2,034.7) (2,067.2)
---------- ---------- ----------
FINANCING ACTIVITIES
Net proceeds from short-term debt 708.1 3.1 (123.6)
Proceeds from long-term debt 2,281.7 344.1 310.0
Repayments of long-term debt (3,064.0) (669.9) -
Dividends paid (851.7) (864.1) (968.0)
Equity infusions from parent 269.5 369.7 476.6
---------- ---------- ----------
Cash used for financing activities (656.4) (817.1) (305.0)
---------- ---------- ----------
CASH AND CASH EQUIVALENTS
Increase 14.4 3.0 7.6
Beginning balance 52.9 49.9 42.3
---------- ---------- ----------
Ending balance $67.3 $52.9 $49.9
========== ========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
19
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The Consolidated Financial Statements include the
accounts of U S WEST Communications, Inc. and its wholly-owned subsidiaries
(the "Company"). The Company is an indirect, wholly-owned subsidiary of U S
WEST, Inc. The Company was formed as a result of the January 1, 1991, merger of
The Mountain States Telephone and Telegraph Company, Northwestern Bell
Telephone Company and Pacific Northwest Bell Telephone Company. The merger was
accounted for as a transfer of assets among entities under common control
similar to that of a pooling-of-interests.
In the third quarter of 1993, the Company discontinued accounting for its
operations under Statement of Financial Accounting Standards ("SFAS") No. 71,
"Accounting for the Effects of Certain Types of Regulation." Refer to Note 5 on
page 23 of the Notes to Consolidated Financial Statements.
Certain reclassifications within the Consolidated Financial Statements have
been made to conform to the current year presentation.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents include highly liquid
investments with original maturities of three months or less which are readily
convertible into cash and which are not subject to significant risk resulting
from changes in interest rates.
MATERIALS AND SUPPLIES: New and reusable materials are carried principally at
average cost, except for significant individual items which are valued based on
specific costs. Non-reusable material is carried at its estimated salvage value.
PROPERTY, PLANT AND EQUIPMENT: The investment in property, plant and equipment
is carried at cost less accumulated depreciation. Additions, replacements and
substantial betterments are capitalized. Capitalized costs include applicable
salaries and employee benefits, materials, taxes and certain other items. The
cost of repairs and maintenance for property, plant and equipment is charged to
expense as incurred.
The Company's provision for depreciation of property, plant and equipment is
based on various straight-line group methods using remaining useful (economic)
lives based on industry-wide studies. Prior to discontinuing SFAS No. 71,
depreciation was based on lives specified by regulatory commissions. When
depreciable property, plant and equipment is retired or sold, the original cost
less the net salvage value is generally charged to accumulated depreciation.
The Company capitalized the cost of debt and equity funds as a component of
plant construction. This cost was amortized over the remaining service lives of
the plant, resulting in higher depreciation expense. Total amounts capitalized
by the Company were $19.1, $23.4 and $30.5 in 1993, 1992 and 1991,
respectively, and were included as an element of other expense, prior to the
discontinuance of SFAS No. 71. Subsequent to the discontinuance of SFAS No.
71, amounts capitalized will be offset against interest expense.
REVENUE RECOGNITION: Local telephone service revenues are generally billed
monthly in advance. These revenues are recognized when services are
provided. Nonrecurring and usage sensitive revenues derived from installation,
exchange access and long distance services are billed and recognized monthly
as services are provided.
20
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 2: MAJOR CUSTOMER
The Company provides network access services to interexchange carriers, the
largest volume of which is provided to AT&T. During 1993, 1992 and 1991,
billings for all services to AT&T approximated $1,159, $1,191 and $1,243,
respectively. The decreases are primarily due to price decreases prescribed by
the Federal Communications Commission ("FCC"). Related accounts receivable at
December 31, 1993 and 1992, totaled $97 and $106, respectively.
NOTE 3: RELATED PARTY TRANSACTIONS
The Company purchases various services, as noted below, from affiliated
companies. The amount paid by the Company for these services is determined in
accordance with FCC and state cost allocation rules, which prescribe various
cost allocation methodologies that are dependent upon the service provided.
Management believes that such cost allocation methods are reasonable. The
costs of those services are billed to the regulated company.
It is not practicable to provide a detailed estimate of the expenses which
would be recognized on a stand-alone basis. However, the Company believes that
corporate services, including those related to shareholder relations,
procurement, tax, legal and human resources, are obtained more economically
through affiliates than they would be on a stand-alone basis, since the Company
absorbs only a portion of the total costs. Additionally, through its 1/7
ownership interest in Bellcore (see footnote 1 below), the Company obtains
benefits associated with research and development activities which exceed the
Company's share of the total costs.
The Company's operations include the following charges for these services:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Year Ended December 31,
1993 1992 1991
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Research and development (1) $177.0 $198.5 $196.7
Procurement 106.8 96.0 107.5
Corporate services 101.1 89.0 99.9
Marketing services 66.2 48.7 37.3
Telecommunications 15.5 18.3 27.2
Leased office space 10.9 10.2 30.8
Other 34.0 36.2 33.0
- -------------------------------------------------------------------------------
Total $511.5 $496.9 $532.4
===============================================================================
<FN>
(1) Includes charges related to research, development and maintenance of
existing technologies performed by Bellcore, a telecommunications research
entity in which the Company has 1/7 ownership interest.
</TABLE>
21
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 4: RESTRUCTURING CHARGES
The Company's 1993 results reflect a pretax restructuring charge of $880
million. The restructuring charge includes specific incremental and direct costs
which can be estimated with reasonable accuracy and are clearly identifiable
with the related plan.
The restructuring plan is designed to provide faster, more responsive
customer services while reducing the costs of providing these services. As part
of the plan, the Company will develop new systems that will enable it to monitor
networks to reduce the risk of service interruptions, activate telephone service
on demand, provide automated inventory systems and centralize its service
centers so that customers can have their telecommunications needs resolved with
one phone call. The Company will also reduce its work force by approximately
8,000 employees by the end of 1996 (in addition to a remaining reduction of
1,000 employees pursuant to the restructuring plan announced in 1991) and
consolidate the operations of its existing 560 customer centers into 26
customer centers in ten cities.
Following is a schedule of costs included in the restructuring charge:
<TABLE>
<S> <C>
Employee separation $235
Real estate 120
Relocation 105
Retraining 60
Systems development 360
------
$880
======
</TABLE>
Employee separation costs include severance payments, healthcare coverage
and postemployment education benefits. Real estate costs include preparation
costs for the new service centers. The relocation and retraining costs are
related to moving employees to the sites of the new service centers and
retraining employees on the new methods and systems required in the new,
restructured mode of operation. Systems development includes the replacement
of existing, single-purpose systems with new systems designed to provide
integrated, end-to-end customer service. There are no costs for asset
write-downs included in the restructuring charge. The work-force reductions
would not be possible without the development and installation of the new
systems which will eliminate the current, labor-intensive interfaces
between existing systems.
The Company's 1991 restructuring plan was established to partially offset
the effects of future wage, salary and benefit increases. The plan will result
in a work-force reduction of approximately 6,000 employees, of which
approximately 5,000 employees have left the Company as of December 31, 1993.
The 1991 restructuring charge was $240, of which approximately $56 is unused
at December 31, 1993.
22
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 5: DISCONTINUANCE OF SFAS NO. 71
The Company incurred a non-cash, extraordinary charge of $3.0 billion, net
of an income tax benefit of $2.3 billion, in conjunction with its decision to
discontinue accounting for its operations in accordance with SFAS No. 71,
"Accounting for the Effects of Certain Types of Regulation," as of September 30,
1993. SFAS No. 71 generally applies to regulated companies that meet certain
requirements, including a requirement that a company be able to recover its
costs, competition notwithstanding, by charging its customers at prices
established by its regulators. The Company's decision to discontinue the
application of SFAS No. 71 was based on the belief that competition, market
conditions and the development of broadband technology, more than prices
established by regulators, will determine the future revenues of the Company.
As a result of this change, the remaining asset lives of the Company's telephone
plant have been shortened to more closely reflect the useful (economic) lives of
such plant.
Following is a list of the major categories of property, plant and equipment
and the manner in which lives were affected by the discontinuance of
SFAS No. 71:
<TABLE>
<CAPTION>
Average Life (years)
------------------------------
Before After
Category Discontinuance Discontinuance
- --------------------------------------------------------------------------------
<S> <C> <C>
Digital switch 17-18 10
Digital circuit 11-13 10
Aerial copper cable 18-28 15
Underground copper cable 25-30 15
Buried copper cable 25-28 20
Fiber cable 30 20
</TABLE>
Following is a schedule of the nature and amounts of the after-tax charge
recognized as a result of the Company's discontinuance of SFAS No. 71:
<TABLE>
<S> <C>
Plant-related $3,124
Tax-related regulatory assets and liabilities (208)
Other regulatory assets and liabilities 125
------
Total after-tax charge $3,041
======
</TABLE>
NOTE 6: FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash, short-term investments and other current amounts
receivable and payable approximate fair value because of their short maturity.
The fair value of the Company's long-term debt is estimated based on quoted
market prices where available. If not available, fair value is based on
discounting future cash flows using current interest rates. As of December 31,
1993 and 1992, the carrying amount of the Company's debt was $5,352 and $5,000,
respectively, and the fair value was $5,500 and $5,100, respectively. The fair
value of debt includes the effect of variable-to-fixed interest rate swaps on
notional principal amounts of $200 at December 31, 1993.
23
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 7: DEBT
The components of short-term debt follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
December 31,
----------------------
1993 1992
- -------------------------------------------------------------------------------
<S> <C> <C>
Notes payable:
Commercial paper $978.2 $270.1
Other 0.5 0.5
Current portion of long-term debt 281.3 279.0
- -------------------------------------------------------------------------------
Short-term debt $1,260.0 $549.6
===============================================================================
</TABLE>
Under formal lines of credit with major banks, the Company is permitted to
borrow up to $300, all of which were available at December 31, 1993.
Interest rates and maturities on long-term debt follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
December 31,
----------------------
1993 1992
- -------------------------------------------------------------------------------
<S> <C> <C>
Maturing within 5 years:
3 3/4 % to 6 1/8 % due 1994 $ - $256.5
6 % to 6 5/8 % due 1995 91.5 91.5
7 1/2 % to 7 5/8 % due 1996 370.0 370.0
6 1/4 % to 7 1/8 % due 1997 16.9 17.2
4 1/2 % to 5 5/8 % due 1998 335.4 35.4
Maturing thereafter:
Up to 6% with various maturities through 2013 501.0 401.0
Above 6% to 9% with various maturities through 2043 2,435.2 3,047.5
Above 9% to 12% with various maturities through 2031 320.0 320.0
- -------------------------------------------------------------------------------
4,070.0 4,539.1
Unamortized discount (net) and debt issuance costs (123.5) (209.3)
Other 145.3 120.1
- -------------------------------------------------------------------------------
Long-term debt $4,091.8 $4,449.9
===============================================================================
</TABLE>
Interest payments (net of amounts capitalized) were $386.4, $406.3 and
$392.6, respectively, for 1993, 1992 and 1991.
During 1993, the Company refinanced debt issues aggregating $2.7 billion in
principal amount to take advantage of favorable interest rates. The refinancing
resulted in an extraordinary charge to income of $77.2, net of a tax benefit of
$47.8.
24
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 8: LEASE COMMITMENTS
The Company has entered into operating leases for office facilities,
equipment and real estate. Total commitments under non-cancellable operating
leases at December 31, 1993, follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
OPERATING
LEASES
- -------------------------------------------------------------------------------
<S> <C>
1994 $92.1
1995 83.4
1996 74.0
1997 72.0
1998 thereafter 69.5
468.9
- -------------------------------------------------------------------------------
Total minimum lease payments $859.9
===============================================================================
</TABLE>
Rent expense under operating leases was $184.3 in 1993, $184.6 in 1992 and
$144.5 in 1991.
NOTE 9: CONTINGENCIES
There are pending regulatory actions in local regulatory jurisdictions
which call for price decreases, refunds or both. In one such instance, the
Utah Supreme Court has remanded a Utah Public Service Commission ("PSC") order
to the PSC for reconsideration, thereby establishing two exceptions to
the rule against retroactive ratemaking: 1) unforeseen and extraordinary events
and 2) misconduct. The Commission's initial order denied a refund request from
interexchange carriers and other parties related to the Tax Reform Act of 1986.
If the Commission finds that either of the exceptions apply, the Company could
be liable for refunds, although at this time any such amount is not reasonably
estimable since the case is still in the discovery process.
25
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 10: EMPLOYEE BENEFITS
PENSION PLANS
The Company is a participant in a defined benefit pension plan administered
by U S WEST, which covers substantially all management and occupational
employees. Prior to 1993, the Company was a participant in two defined benefit
pension plans administered by U S WEST, which were merged into one plan
effective January 1, 1993. Benefits for management employees are based upon a
final pay formula while occupational benefits are based upon a flat benefit
formula. The projected unit credit method is used for financial reporting
purposes and the aggregate cost method for funding purposes. No funding was
required in 1993, 1992 or 1991. Net pension credits for 1993, 1992 and 1991
were $66.0, $101.8 and $100.6, respectively.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company provides certain health care and life insurance benefits for
retired employees. Effective January 1, 1992, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS No. 106 mandates that
employers reflect in their current expenses an accrual for the cost of providing
retirement medical and life insurance benefits to current and future retirees.
Prior to 1992, the Company recognized these costs as they were paid. Adoption of
SFAS No. 106 resulted in a one-time, non-cash charge against 1992 earnings of
$1,675.3, net of a deferred tax benefit of $1,022.1, for the prior service of
active and retired employees. The Company used the projected unit credit method
for the determination of postretirement medical costs for financial reporting
purposes.
In conjunction with the adoption of SFAS No. 106, for financial reporting
purposes, the Company elected to immediately recognize the accumulated
postretirement benefit obligation for current and future retirees, net of the
fair value of plan assets. In 1992, pursuant to SFAS No. 71, "Accounting for the
Effects of Certain Types of Regulation," a regulatory asset associated with the
recognition of the transition benefit obligation was not recorded because of
uncertainties as to the timing and extent of recovery given the Company's
assessment of its long-term competitive environment. However, the FCC and
certain state jurisdictions permit amortization of the transition obligation
over the average remaining service period of active employees for regulatory
accounting purposes.
Net postretirement benefit costs for 1993 and 1992 were $247.5 and $258.3,
respectively. The amount funded by the Company will generally follow the amount
of expense allowed in regulatory jurisdictions.
OTHER POSTEMPLOYMENT BENEFITS
The Company also adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits," effective January 1, 1992. SFAS No. 112 requires that
employers accrue for the estimated costs of benefits, such as workers'
compensation and disability, provided to former or inactive employees who are
not eligible for retirement. Adoption of SFAS No. 112 resulted in a one-time,
non-cash charge against 1992 earnings of $49.1, net of a deferred tax benefit of
$29.9. No adjustment to the postemployment benefit liability was necessary at
December 31, 1993.
26
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 11: INCOME TAXES
The provision for income taxes consists of an amount for taxes currently
payable and a provision for tax consequences deferred to future periods in
accordance with SFAS No. 109, "Accounting for Income Taxes," adopted by the
Company effective January 1, 1993. SFAS No. 109 uses a balance sheet approach
that generally allows consideration of expected future income. Prior to 1993,
the Company used the SFAS No. 96 approach that gave no recognition to future
events other than the recovery of assets and settlement of liabilities at their
carrying amounts. The cumulative effect of adopting SFAS No. 109 was not
material to the results of operations.
The Company is included in the consolidated tax return of U S WEST. Under
an agreement with U S WEST, the Company recognizes income taxes on a separate
return basis. At December 31, 1993 and 1992, the Company had an outstanding tax
payable to U S WEST of $96.3 and $22.9, respectively.
For financial statement purposes, investment tax credits are being
amortized over the economic lives of the related property, plant and equipment
in accordance with the deferred method of accounting for such credits.
The components of the provision for income taxes follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------
1993 1992 1991
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income taxes
Current $393.9 $393.2 $396.0
Deferred (122.3) 31.3 (48.1)
Investment tax credits - net (56.1) (63.2) (74.9)
- -------------------------------------------------------------------------------
215.5 361.3 273.0
- -------------------------------------------------------------------------------
State and local
Current 61.9 58.8 72.0
Deferred (25.9) 14.9 10.2
- -------------------------------------------------------------------------------
36.0 73.7 82.2
- -------------------------------------------------------------------------------
Provision for income taxes $251.5 $435.0 $355.2
===============================================================================
</TABLE>
The unamortized balance of investment tax credits were $280.0 and $520.8 at
December 31, 1993 and 1992, respectively. During 1993, the unamortized balance
of investment tax credits was reduced by $185.6 in conjunction with the
Company's decision to discontinue accounting in accordance with SFAS No. 71
(refer to Note 5 on page 23 of the Notes to Consolidated Financial Statements).
Amounts paid for income taxes were $337.8, $464.7, and $454.8 respectively,
for 1993, 1992 and 1991.
27
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 11: INCOME TAXES (Continued)
The effective tax rate differs from the statutory tax rate as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------
1993 1992 1991
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory tax rate * 35.0 % 34.0 % 34.0 %
Investment tax credit amortization (3.3) (4.7) (6.5)
State income taxes - net of federal effect 3.9 3.5 4.7
Rate differential on reversing temporary
differences (2.4) (4.2) (4.8)
Depreciation on capitalized overheads 1.5 2.0 3.1
Other (0.1) 0.8 0.3
Tax law change - catch-up adjustment 3.5 - -
Restructuring charge (1.5) - -
- -------------------------------------------------------------------------------
Effective tax rate 36.6 % 31.4 % 30.8 %
===============================================================================
<FN>
* Federal statutory tax rate increase effective January 1, 1993
</TABLE>
The components of the net deferred tax liability follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DECEMBER 31, JANUARY 1,
1993 1993
- -------------------------------------------------------------------------------
<S> <C> <C>
Property, plant and equipment temporary differences $1,342.6 $2,913.8
State deferred taxes - net of federal effect 176.7 393.6
Revenue requirement adjustment to regulatory asset - 356.4
Other 78.6 113.1
- -----------------------------------------------------------------------------------
Deferred tax liabilities $1,597.9 $3,776.9
- -----------------------------------------------------------------------------------
Pension, postretirement and postemployment benefits 747.2 773.2
Revenue requirement adjustment to regulatory liability - 463.6
Unamortized investment tax credit 98.0 177.0
State deferred taxes - net of federal effect 171.5 143.5
Restructuring 327.6 -
Other 205.9 153.3
- -------------------------------------------------------------------------------
Deferred tax assets 1,550.2 1,710.6
- -------------------------------------------------------------------------------
Net deferred tax liability $47.7 $2,066.3
===============================================================================
</TABLE>
The current portion of the net deferred tax liability is an asset of $292.3
resulting primarily from restructuring charges and compensation-related items.
28
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS)
NOTE 11: INCOME TAXES (Continued)
Prior to the discontinuance of SFAS No. 71, the Company recorded
additional deferred taxes and established a corresponding regulatory asset,
primarily related to the cumulative amount of tax benefits previously flowed
through to ratepayers. In addition, the Company recorded a regulatory
liability coincidental with the reduction of the deferred tax reserves from
higher historical to lower current tax rates. The regulatory asset and
liability were grossed up, in accordance with SFAS No. 109, for the tax
effect of future revenue requirements. In connection with the discontinuance
of SFAS No. 71, the remaining balance of the regulatory asset and liability
at December 31, 1992, and the related deferred tax asset and liability, were
written off as described in Note 5 on page 23 of the Notes to Consolidated
Financial Statements.
On August 10, 1993, federal legislation was enacted which increased
the corporate tax rate from 34 percent to 35 percent effective January 1,
1993. The cumulative effect on deferred taxes of the 1993 increase in income
tax rates was $54.
NOTE 12: COMMON SHAREOWNER'S EQUITY
Transactions affecting shareowner's equity follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
COMMON RETAINED
SHARES EARNINGS TOTAL
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1990 $5,589.5 $1,768.6 $7,358.1
- -------------------------------------------------------------------------------
Net income - 798.5 798.5
Dividends declared - (798.5) (798.5)
Equity infusions 476.6 - 476.6
Other - net 6.8 (4.3) 2.5
- -------------------------------------------------------------------------------
Balance at December 31, 1991 6,072.9 1,764.3 7,837.2
- -------------------------------------------------------------------------------
Net loss - (774.4) (774.4)
Dividends declared - (989.2) (989.2)
Equity infusions 383.7 - 383.7
Other - net 0.3 (0.7) (0.4)
- -------------------------------------------------------------------------------
Balance at December 31, 1992 6,456.9 (0.0) 6,456.9
- -------------------------------------------------------------------------------
Net loss - (2,682.8) (2,682.8)
Dividends declared - (918.7) (918.7)
Equity infusions 284.3 - 284.3
Other - net 0.3 - 0.3
- -------------------------------------------------------------------------------
Balance at December 31, 1993 $6,741.5 ($3,601.5) $3,140.0
===============================================================================
</TABLE>
29
<PAGE>
U S WEST COMMUNICATIONS, INC.
SUPPLEMENTARY FINANCIAL DATA
(DOLLARS IN MILLIONS)
QUARTERLY FINANCIAL DATA (Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Quarter 1st 2nd 3rd 4th YTD
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
Operating revenues $2,141.2 $2,151.0 $2,148.0 $2,215.7 8,655.9
Operating income (loss) 498.8 477.4 (406.9) 504.3 1,073.6
Income (loss) before extraordinary
items and cumulative effect of
change in accounting principle 267.3 242.7 (348.9) 274.2 435.3
Net income (loss) 267.3 192.5 (3,416.8) 274.2 (2,682.8)
- --------------------------------------------------------------------------------------------------
1992
Operating revenues $2,067.8 $2,078.2 $2,072.1 $2,105.6
Operating income 481.8 487.0 393.9 458.7
Income before cumulative effect
of change in accounting
principles 264.7 244.1 196.7 244.5
Net income (loss) (1,459.7) 244.1 196.7 244.5
- ---------------------------------------------------------------------------------------
</TABLE>
Second quarter 1993 net income reflects the costs associated with the
refinancing of debt.
Third quarter 1993 operating income reflects the restructuring charge
described in Note 4 on page 22 of the Notes to Consolidated Financial
Statements.
Third quarter 1993 net loss includes the impacts of discontinuing SFAS
No. 71, the cumulative effect of a federally mandated increase in income taxes
and the early extinguishment of debt.
First quarter 1992 net loss reflects the impacts of adopting SFAS No. 106
and SFAS No. 112.
30
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of this report: Page
(1) Report of Independent Accountants . . . . . . . . . . . . 15
(2) Consolidated Financial Statements and Supplementary Data:
Consolidated Statements of Income -
for the years ended December 31, 1993, 1992 and 1991. . . . 16
Consolidated Balance Sheets -
as of December 31, 1993 and 1992 . . . . . . . . . . 17
Consolidated Statements of Cash Flows -
for the years ended December 31, 1993, 1992 and 1991 . . . 19
Notes to Consolidated Financial Statements . . . . . . . . 20
Supplementary Financial Data (Unaudited) . . . . . . . . 30
(3) Consolidated Financial Statement Schedules:
V - Property, Plant and Equipment . . . . . . . . . . 35
VI - Accumulated Depreciation and Amortization . . . . . . 36
VIII - Valuation and Qualifying Accounts . . . . . . . . . 38
IX - Short-Term Debt . . . . . . . . . . . . . . . 39
X - Supplementary Income Statement Information . . . . . . 40
Financial statement schedules other than those listed above have been
omitted because the required information is contained in the Consolidated
Financial Statements and notes thereto, or because such schedules are not
required or applicable.
31
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(b) Reports on Form 8-K:
The Company filed the following reports on Form 8-K during the fourth
quarter of 1993:
(i) report dated October 28, 1993, filing a form of Note in
connection with the Company's 5.65% notes due November 1, 2004
(ii) report dated November 15, 1993, filing a form of Note in
connection with the Company's 6 1/8% notes due November 15,
2005, and a form of Debenture with respect to the Company's
7 1/8% debentures due November 15, 2043
(iii) report dated December 17, 1993, filing a First Amendment, dated
December 17, 1993, to Distribution Agreement, dated April 20,
1992, among the Company and Solomon Brothers, Inc., Goldman,
Sachs & Co., and Morgan Stanley & Co. Incorporated, and a form
of Medium-term (Floating Rate) Note with respect thereto.
(c) Exhibits
Exhibits identified in parentheses below, on file with the Securities
and Exchange Commission ("SEC"), are incorporated herein by reference
as exhibits hereto.
Exhibit
Number
(2a) Articles of Merger including the Plan of Merger between The Mountain
States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) and Northwestern Bell Telephone Company.
(Incorporated herein by this reference to Exhibit 2a to Form SE
filed on January 8, 1991, File No. 1-3040).
(2b) Articles of Merger including the Plan of Merger between The Mountain
States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) and Pacific Northwest Bell Telephone Company.
(Incorporated herein by this reference to Exhibit 2b to Form SE filed
on January 8, 1991, File No. 1-3040).
(3a.1) Articles of Incorporation of the Registrant as amended December 22,
1980 (Exhibit 3a to Form 10-K for the period ended December 31, 1983,
File No. 1-3040).
(3a.2) Articles of Amendment to the Articles of Incorporation of The Mountain
States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) as filed with the Colorado Secretary of State.
(Incorporated herein by this reference to Exhibit 3 to Form SE filed
on January 8, 1991, File No. 1-3040).
(3b) Bylaws of the Registrant as amended February 16, 1993.
(4) No instrument which defines the rights of holders of long and
intermediate term debt of the Registrant is filed herewith pursuant to
Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation,
the Registrant hereby agrees to furnish a copy of any such instrument
to the SEC upon request.
(10a) Reorganization and Divestiture Agreement dated as of November 1, 1983,
between American Telephone and Telegraph Company, U S WEST, Inc., and
certain of their affiliated companies, including The Mountain States
Telephone and Telegraph Company, Northwestern Bell Telephone Company,
Pacific Northwest Bell Telephone Company and NewVector Communications,
Inc. (Exhibit 10a to Form 10-K for the period ended December 31, 1983,
File No. 1-3040).
(10b) Shared Network Facilities Agreement dated as of January 1, 1984,
between American Telephone and Telegraph Company, AT&T Communications
of the Midwest, Inc. and The Mountain States Telephone and Telegraph
Company (Exhibit 10b to Form 10-K for the period ended December 31,
1983, File No. 1-3040).
32
<PAGE>
U S WEST COMMUNICATIONS, INC.
FORM 10-K
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(c) Exhibits - continued
(10c) Agreement Concerning Termination of the Standard Supply Contract
effective December 31, 1983, between American Telephone and Telegraph
Company, Western Electric Company, Incorporated, The Mountain States
Telephone and Telegraph Company and Central Services Organization
(Exhibit 10d to Form 10-K for the period ended December 31, 1983, File
No. 1-3040).
(10d) Agreement Concerning Certain Centrally Developed Computer Systems
effective December 31, 1983, between American Telephone and Telegraph
Company, Western Electric Company, Incorporated, The Mountain States
Telephone and Telegraph and Central Services Organization (Exhibit
10e to Form 10-K for the period ended December 31, 1983, File No.
1-3040).
(10e) Agreement Concerning Patents, Technical Information and Copyrights
effective December 31, 1983, between American Telephone and Telegraph
Company and U S WEST, Inc. (Exhibit 10f to Form 10-K for the period
ended December 31, 1983, File No. 1-3040).
(10f) Agreement Concerning Contingent Liabilities, Tax Matters and
Termination of Certain Agreements dated as of November 1, 1983,
between American Telephone and Telegraph Company, U S WEST, Inc.,
The Mountain States Telephone and Telegraph Company and certain of
their affiliates (Exhibit 10g to Form 10-K for the period ended
December 31, 1983, File No. 1-3040).
(10g) Agreement Concerning Trademarks, Trade Names and Service Marks
effective December 31, 1983, between American Telephone and Telegraph
Company, American Information Technologies Corporation, Bell Atlantic
Corporation, BellSouth Corporation, Cincinnati Bell, Inc., NYNEX
Corporation, Pacific Telesis Group, The Southern New England Telephone
Company, Southwestern Bell Corporation and U S WEST, Inc.
(Exhibit 10i to Form 10-K for the period ended December 31, 1984,
File No. 1-3040).
(10h) Shareholders' Agreement dated as of January 1, 1988, between Ameritech
Services, Inc., Bell Atlantic Management Services, Inc., BellSouth
Services, Incorporated, NYNEX Service Company, Pacific Bell,
Southwestern Bell Telephone Company, The Mountain States Telephone and
Telegraph Company, Northwestern Bell Telephone Company and Pacific
Northwest Bell Telephone Company (Exhibit 10h to Form SE dated
March 5, 1992, File No. 1-3040).
12 Computation of Ratio of Earnings to Fixed Charges.
23 Consent of Independent Accountants.
24 Powers of Attorney.
33
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Denver,
State of Colorado, on March 30, 1994.
U S WEST COMMUNICATIONS, INC.
/s/ DAVID R. LAUBE
By ________________________________
David R. Laube
Vice President, Controller
and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Principal Executive Officer:
A. Gary Ames, President and Chief Executive Officer
Principal Financial Officer:
James T. Helwig, Vice President and Chief Financial Officer
Principal Accounting Officer:
David R. Laube, Vice President, Controller and Treasurer
Directors:
/s/ A. GARY AMES
/s/ JAMES T. HELWIG
/s/ JAMES M. OSTERHOFF
/s/ DAVID R. LAUBE
By________________________________
David R. Laube
(for himself and as Attorney-in-Fact)
Dated: March 30, 1994
34
<PAGE>
U S WEST COMMUNICATIONS, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
BALANCE AT BALANCE
BEGINNING ADDITIONS RETIRE- OTHER AT END
CLASSIFICATION OF PERIOD AT COST(A) MENTS(B) CHANGES(C) OF PERIOD
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR 1993
Land and buildings $2,335.6 $76.8 $23.1 $3.3 $2,392.6
Central office equipment 10,143.7 933.5 540.8 215.5 10,751.9
Station equipment 305.6 41.5 14.8 8.9 341.2
Outside plant 10,793.5 665.4 87.6 14.7 11,386.0
Furniture and office equipment 1,837.7 314.2 124.6 11.2 2,038.5
Other communication equipment 11.0 11.1 0.7 19.0 40.4
Vehicles and work equipment 494.1 49.6 30.6 0.1 513.2
---------- ----------- ------------ --------- ----------
Plant in service 25,921.2 2,092.1 822.2 272.7 27,463.8
Plant under construction 602.7 84.2 - (166.4) 520.5
Property held for future use 30.0 - - (2.6) 27.4
---------- ----------- ------------ --------- ----------
Total $26,553.9 $2,176.3 $822.2 $103.7 $28,011.7
========== =========== ============ ========= ==========
YEAR 1992
Land and buildings $2,238.8 $115.7 $15.1 ($3.8) $2,335.6
Central office equipment 9,538.7 953.8 492.4 143.6 10,143.7
Station equipment 326.0 38.4 72.5 13.7 305.6
Outside plant 10,175.3 725.8 73.4 (34.2) 10,793.5
Furniture and office equipment 2,010.2 290.8 566.3 103.0 1,837.7
Other communication equipment 10.7 0.7 0.4 - 11.0
Vehicles and work equipment 511.9 59.0 77.4 0.6 494.1
---------- ----------- ------------ --------- ----------
Plant in service 24,811.6 2,184.2 1,297.5 222.9 25,921.2
Plant under construction 593.5 172.4 - (163.2) 602.7
Property held for future use 34.7 - - (4.7) 30.0
---------- ----------- ------------ --------- ----------
Total $25,439.8 $2,356.6 $1,297.5 $55.0 $26,553.9
========== =========== ============ ========= ==========
YEAR 1991
Land and buildings $2,182.9 $85.7 $28.9 ($0.9) $2,238.8
Central office equipment 9,007.8 1,032.2 539.7 38.4 9,538.7
Station equipment 604.7 29.8 310.6 2.1 326.0
Outside plant 9,697.6 562.4 92.3 7.6 10,175.3
Furniture and office equipment 1,949.0 298.2 295.6 58.6 2,010.2
Other communication equipment 47.9 4.6 2.0 (39.8) 10.7
Vehicles and work equipment 482.8 56.0 25.5 (1.4) 511.9
---------- ----------- ------------ --------- ----------
Plant in service 23,972.7 2,068.9 1,294.6 64.6 24,811.6
Plant under construction 511.5 91.0 - (9.0) 593.5
Property held for future use 25.4 8.3 - 1.0 34.7
---------- ----------- ------------ --------- ----------
Total $24,509.6 $2,168.2 $1,294.6 $56.6 $25,439.8
========== =========== ============ ========= ==========
</TABLE>
The notes on page 37 are an integral part of this Schedule.
35
<PAGE>
U S WEST COMMUNICATIONS, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO RETIRE- OTHER AT END
DESCRIPTION OF PERIOD EXPENSES MENTS(B) CHANGES(D) OF PERIOD
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR 1993
Buildings $503.9 $72.0 $21.7 $68.9 $623.1
Central office equipment 3,649.5 868.8 532.7 2,136.9 6,122.5
Station equipment 189.2 11.7 17.4 19.1 202.6
Outside plant 3,983.2 528.4 79.3 2,631.6 7,063.9
Furniture and office equipment 715.8 283.8 124.6 339.1 1,214.1
Other communication equipment 6.8 2.5 0.6 10.3 19.0
Vehicles and work equipment 185.4 39.4 30.6 24.9 219.1
---------- ----------- ------------ --------- ----------
Plant in service 9,233.8 1,806.6 806.9 5,230.8 15,464.3
Property held for future use 0.3 - - - 0.3
---------- ----------- ------------ --------- ----------
Total $9,234.1 $1,806.6 $806.9 $5,230.8 $15,464.6
========== =========== ============ ========= ==========
YEAR 1992
Buildings $444.5 $63.7 $14.9 $10.6 $503.9
Central office equipment 3,280.9 844.8 491.3 15.1 3,649.5
Station equipment 233.6 17.3 72.4 10.7 189.2
Outside plant 3,564.4 497.9 72.2 (6.9) 3,983.2
Furniture and office equipment 988.1 267.4 566.1 26.4 715.8
Other communication equipment 12.4 2.8 2.2 (6.2) 6.8
Vehicles and work equipment 215.9 41.5 77.4 5.4 185.4
---------- ----------- ------------ --------- ----------
Plant in service 8,739.8 1,735.4 1,296.5 55.1 9,233.8
Property held for future use 0.4 - - (0.1) 0.3
---------- ----------- ------------ --------- ----------
Total $8,740.2 $1,735.4 $1,296.5 $55.0 $9,234.1
========== =========== ============ ========= ==========
YEAR 1991
Buildings $418.7 $75.0 $28.3 ($20.9) $444.5
Central office equipment 3,019.7 786.0 552.2 27.4 3,280.9
Station equipment 496.6 44.6 310.6 3.0 233.6
Outside plant 3,167.9 488.5 91.9 (0.1) 3,564.4
Furniture and office equipment 993.9 258.3 280.7 16.6 988.1
Other communication equipment 9.2 (1.1) (0.5) 3.8 12.4
Vehicles and work equipment 194.4 41.5 25.3 5.3 215.9
---------- ----------- ------------ --------- ----------
Plant in service 8,300.4 1,692.8 1,288.5 35.1 8,739.8
Property held for future use 2.6 (2.2) - - 0.4
---------- ----------- ------------ --------- ----------
Total $8,303.0 $1,690.6 $1,288.5 $35.1 $8,740.2
========== =========== ============ ========= ==========
</TABLE>
The notes on page 37 are an integral part of this Schedule.
36
<PAGE>
U S WEST COMMUNICATIONS, INC.
NOTES TO SCHEDULES V AND VI
(DOLLARS IN MILLIONS)
(a) Additions include allowance for funds used during construction and
transfers from telephone plant under construction to telephone plant in
service.
(b) Items of telephone plant, when retired or sold, are deducted from the
property account at the amount at which they are included therein.
(c) Other changes include (1) prior year reclassifications, (2) adjustments
resulting from periodic physical inventories and (3) transfers from
construction in progress.
(d) Comprised principally of removal costs and salvage received from
disposals. 1993 includes the increase in accumulated depreciation
recorded in conjunction with the Company's decision to discontinue the
application of SFAS No. 71. Following is a schedule of the impacts on
the 1993 accumulated depreciation by class of plant:
<TABLE>
<S> <C>
Buildings $80.2
Central office equipment 2,071.2
Station equipment 8.0
Outside plant 2,643.6
Furniture and office equipment 117.2
Other communication equipment 211.6
Vehicles and work equipment 19.7
---------
Total adjustment to plant in service $5,151.5
=========
</TABLE>
37
<PAGE>
U S WEST COMMUNICATIONS, INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
BALANCE AT CHARGED TO BALANCE
BEGINNING CHARGED OTHER AT END
DESCRIPTION OF PERIOD TO EXPENSE ACCOUNTS DEDUCTIONS OF PERIOD
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR CREDIT LOSSES
Year 1993 $26.8 55.4 - 55.0 $27.2
Year 1992 $32.0 55.0 0.7 60.9 $26.8
Year 1991 $29.0 73.7 (0.8) 69.9 $32.0
RESERVES RELATED TO 1993 BUSINESS
RESTRUCTURING, INCLUDING FORCE AND
FACILITY CONSOLIDATION
Year 1993 - $880.0 - - $880.0
RESERVES RELATED TO 1991 BUSINESS
RESTRUCTURING, INCLUDING FORCE
REDUCTIONS
Year 1993 $160.2 - - $104.2 $56.0
Year 1992 $240.0 - - $79.8 $160.2
Year 1991 - $240.0 - - $240.0
<FN>
(a) Allowance for credit losses does not include those amounts charged directly to
expense in the charged to expense category. These amounts were $9.5, $8.9 and
$7.2, respectively for 1993, 1992 and 1991.
(b) Allowance for credit losses deductions represent customer accounts written off during
the period, net of recoveries.
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
U S WEST COMMUNICATIONS, INC.
SCHEDULE IX - SHORT-TERM DEBT
(Dollars in millions)
-------------------------------------------------------------------------------------------------
Weighted
Weighted Maximum Average average
average amount amount interest
Balance interest outstanding outstanding rate
at end of rate at end during during during
Description period of period period (a) period (b) period (c)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR 1993
Bank loans $0.5 6.00% $0.8 $0.4 6.82%
Commercial paper 978.2 2.73% 1,466.6 834.6 3.20%
Other - - - -
Current portion of long-term
debt 281.3 N/A N/A N/A N/A
---------- ---------
Total $1,260.0 $835.0
========== =========
YEAR 1992
Bank loans $0.3 6.33% $0.3 $0.3 6.67%
Commercial paper 270.1 3.48% 441.3 224.7 4.12%
Other 0.2 9.17% 0.3 0.2 9.05%
Current portion of long-term
debt 279.0 N/A N/A N/A N/A
---------- ---------
Total $549.6 $225.2
========== =========
YEAR 1991
Bank loans $1.4 7.00% $1.4 $0.9 8.20%
Commercial paper 267.0 5.00% 638.8 420.9 6.34%
Other - - - -
Current portion of long-term
debt 26.6 N/A N/A N/A N/A
---------- ---------
Total $295.0 $421.8
========== =========
<FN>
(a) Computed based on the amount outstanding at month end.
(b) Computed as the year-to-date cumulative monthly average (which is based on the daily
balances outstanding) divided by 12 months.
(c) Computed as the interest accrued year-to-date divided by the weighted average amount
outstanding.
</TABLE>
39
<PAGE>
U S WEST COMMUNICATIONS, INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
CHARGED TO COSTS AND EXPENSES
-------------------------------------
ITEM 1993 1992 1991
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross Receipts Taxes $73.1 $71.3 $91.3
Property Taxes 281.4 253.5 280.1
Maintenance and Repairs 1,567.9 1,495.8 1,399.8
</TABLE>
40
<PAGE>
EXHIBIT 12
U S WEST COMMUNICATIONS, Inc.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Quarter Quarter
Ended Ended
(Dollars in millions) 12/31/93 12/31/92
----------- -----------
<S> <C> <C>
Income before income taxes and
extraordinary items $414.5 $344.9
Interest expense 87.7 97.9
Interest factor on rentals (1/3) 19.0 17.2
----------- -----------
Earnings (loss) $521.2 $460.0
----------- -----------
Interest expense $87.7 $97.9
Interest factor on rentals (1/3) 19.0 17.2
----------- -----------
Fixed charges $106.7 $115.1
----------- -----------
Ratio of earnings (loss) to fixed charges 4.88 4.00
----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Year Year
Ended Ended
(Dollars in millions) 12/31/93 12/31/92
----------- -----------
<S> <C> <C>
Income before income taxes, extraordinary
items and cumulative effect of change in
accounting principles $686.8 $1,385.0
Interest expense 373.8 401.5
Interest factor on rentals (1/3) 67.3 64.6
----------- -----------
Earnings $1,127.9 $1,851.1
----------- -----------
Interest expense $373.8 $401.5
Interest factor on rentals (1/3) 67.3 64.6
----------- -----------
Fixed charges $441.1 $466.1
----------- -----------
Ratio of earnings to fixed charges 2.56 3.97
----------- -----------
</TABLE>
The year ended 1993 ratio is based on income before extraordinary
charges associated with the decision to discontinue accounting for
the operations of the Company in accordance with SFAS No. 71 of
$3,040.9 and the early extinguishment of debt of $77.2. The year
ended 1993 ratio includes a one-time restructuring charge of $880.0.
Excluding the restructuring charge the ratio of earnings to fixed
charges would have been 4.55.
The year ended 1992 ratio is based on income before the cummulative
effect of change in accounting principles which reduced net income
by $1,724.4.
<PAGE>
PAGE 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registra-
tion Statements of U S WEST Communications, Inc. on Forms S-3 (File
No. 33-49647) and on Forms S-2 (File No. 33-44440) of our report,
which includes an explanatory paragraph regarding the discontinu-
ance of accounting for operations of U S WEST Communications, Inc.
in accordance with Statement of Financial Accounting Standard No.
71, "Accounting for the Effects of Certain Types of Regulation," in
1993, and a change in the method of accounting for post-retirement
benefits other than pensions and other post-employment benefits in
1992, dated January 20, 1994, on our audits of the consolidated
financial statements of U S WEST Communications, Inc. (the
"Company"), as of December 31, 1993 and 1992, and for the three
years ended December 31, 1993, 1992 and 1991, which is included in
this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND
Denver, Colorado
March 30, 1994
<PAGE>
PAGE 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Communications, Inc., a Colorado
corporation (hereinafter referred to as the "Company"), proposes
to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Exchange Act of 1934, as
amended an annual report on Form 10-K for the fiscal year ended
December 31, 1993; and
WHEREAS, the undersigned is an officer or Director, or both
of the Company and holds the office, or offices, in the Company
as indicated below his name;
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints A. GARY AMES, DAVID R. LAUBE, BARBARA M. JAPHA, and
STEPHEN E. BRILZ, and each of them, as attorneys for him and in
his name, place, and stead, and in each of his offices and
capacities in the Company, to execute and file such annual
report, and thereafter to execute and file any amendment or
amendments thereto on Form 10-K/A, hereby giving and granting to
said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done
in and about the premises as fully, to all intents and purposes,
as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 30th day of March, 1994.
/s/ JAMES T. HELWIG
___________________________________
James T. Helwig
Vice President and Chief Financial
Officer and Director
<PAGE>
PAGE 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Communications, Inc., a Colorado
corporation (hereinafter referred to as the "Company"), proposes
to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Exchange Act of 1934, as
amended an annual report on Form 10-K for the fiscal year ended
December 31, 1993; and
WHEREAS, the undersigned is an officer or Director, or both
of the Company and holds the office, or offices, in the Company
as indicated below his name;
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints A. GARY AMES, DAVID R. LAUBE, BARBARA M. JAPHA, and
STEPHEN E. BRILZ, and each of them, as attorneys for him and in
his name, place, and stead, and in each of his offices and
capacities in the Company, to execute and file such annual
report, and thereafter to execute and file any amendment or
amendments thereto on Form 10-K/A, hereby giving and granting to
said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done
in and about the premises as fully, to all intents and purposes,
as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 30th day of March, 1994.
/s/ JAMES M. OSTERHOFF
___________________________________
James M. Osterhoff
Director
<PAGE>
PAGE 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Communications, Inc., a Colorado
corporation (hereinafter referred to as the "Company"), proposes
to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Exchange Act of 1934, as
amended an annual report on Form 10-K for the fiscal year ended
December 31, 1993; and
WHEREAS, the undersigned is an officer or Director, or both
of the Company and holds the office, or offices, in the Company
as indicated below his name;
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints A. GARY AMES, DAVID R. LAUBE, BARBARA M. JAPHA, and
STEPHEN E. BRILZ, and each of them, as attorneys for him and in
his name, place, and stead, and in each of his offices and
capacities in the Company, to execute and file such annual
report, and thereafter to execute and file any amendment or
amendments thereto on Form 10-K/A, hereby giving and granting to
said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done
in and about the premises as fully, to all intents and purposes,
as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 30th day of March, 1994.
/s/ A. GARY AMES
___________________________________
A. Gary Ames
President and Chief Executive
Officer and Director
<PAGE>
PAGE 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Communications, Inc., a Colorado
corporation (hereinafter referred to as the "Company"), proposes
to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Exchange Act of 1934, as
amended an annual report on Form 10-K for the fiscal year ended
December 31, 1993; and
WHEREAS, the undersigned is an officer or Director, or both
of the Company and holds the office, or offices, in the Company
as indicated below his name;
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints A. GARY AMES, DAVID R. LAUBE, BARBARA M. JAPHA, and
STEPHEN E. BRILZ, and each of them, as attorneys for him and in
his name, place, and stead, and in each of his offices and
capacities in the Company, to execute and file such annual
report, and thereafter to execute and file any amendment or
amendments thereto on Form 10-K/A, hereby giving and granting to
said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done
in and about the premises as fully, to all intents and purposes,
as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 30th day of March, 1994.
/s/ DAVID R. LAUBE
___________________________________
David R. Laube
Vice President, Controller and
Treasurer
