<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 13, 1997
AMERITECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of other jurisdiction of incorporation)
1-8612 36-3251481
Commission File Number IRS Employer ID No.
30 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices)
Registrant's telephone number, including area code: 1-800-257-0902
<PAGE>2
Item 7. Financial Statements and Exhibits.
Ameritech extended its record of double-digit growth in the
fourth quarter of 1996, reporting its 13th consecutive quarter of
double-digit profit growth before one-time items and its 5th
consecutive quarter of double-digit revenue growth.
Fourth-quarter earnings increased 10.2% to $552 million, up
from $501 million in the fourth quarter of 1995, before one-time
items. Earnings per share grew 11.1% to $1.00, up from 90 cents
a year ago, before one-time items. Revenues climbed 10.0% to
$3.9 billion in the quarter, up from $3.5 billion in the fourth
quarter of 1995.
Ameritech's 1996 earnings increased 12.1% to a record $2.12
billion, up from $1.89 billion in 1995, before one-time items.
Earnings per share grew 12.3% to $3.83, up from $3.41, before one-
time items. Revenues advanced a record 11.1% in 1996 to $14.9
billion, up from $13.4 billion in 1995.
Ameritech's growth was fueled by strong volume and customer
increases:
o 33% annual growth in cellular customers to 2.5 million.
o 53% annual increase in paging customers to 1.14 million.
o 9.5% growth in network access minutes of use for the
year.
o 3.4% annual increase in access lines to 19.7 million.
o 23.5% annual growth in sales of call management services
such as Caller ID, call waiting and voice messaging.
During the past year, Ameritech made significant progress
furthering its growth strategy. Major milestones included:
o Launch of americast[TM] enhanced cable television
service. At year end, Ameritech had 30 franchise
agreements with communities covering more than 1.5
million people and offered service in 19 communities in
Illinois, Michigan and Ohio.
o Opening a European headquarters in Brussels, Belgium, to
further expand international activities. International
activities contributed more than one-third of Ameritech's
earnings growth in 1996, fueled by investments in
Belgacom of Belgium, MATAV of Hungary and Telecom New
Zealand.
o First to file with the FCC to request authority under the
Telecom Act of 1996 to provide long distance, with our
filing to serve customers in Michigan. Ameritech is
currently providing long distance to more than 900,000
cellular customers over its state-of-the-art long
distance network and is ready to provide service to its
$9 billion regional market upon approval.
o Expanding its North American security monitoring business
to 367,000 customers becoming the largest provider in
Canada and second largest in the $13 billion U.S. market.
After one-time items, reported net income for the fourth
quarter of 1996 was $570 million, up from $413 million in the year-
earlier quarter. Reported earnings per share were $1.04, up from
74 cents. For the year, 1996 reported net income was $2.13
billion, up from $2.01 billion in 1995, and earnings per share
were $3.87 compared with $3.63 in 1995.
Comparisons for the fourth quarter and the year are affected
by one-time events. Results for 1995 included a $135 million
pretax restructuring credit ($79 million after-tax or 14 cents a
share). Results for 1995 also included a $41 million after-tax
gain of 8 cents a share from an exchange of minority interests in
cellular partnerships. Fourth quarter 1995 results included a
$132 million pre-tax restructuring charge ($88 million after tax
or 16 cents a share).
<PAGE>3
Fourth quarter 1996 results included a one-
time after-tax gain of $18 million or 4 cents a share resulting
from Ameritech's previously announced sale of its interest in
Centertel, a cellular company serving Poland.
<PAGE>4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts)
Three Months Ended
December 31 %
1996 (1) 1995 (1) Change
(Unaudited) (Unaudited)
Revenues $3,884 $ 3,532 10.0%
Operating expenses (3) 3,020 2,880 4.9%
Operating income 864 652 32.5%
Other income, net (2) 128 79 62.0%
Interest expense 132 113 16.8%
Income before income taxes 860 618 39.2%
Income taxes 290 205 41.5%
Net income $ 570 $ 413 38.0%
Average common shares
outstanding (000) 549,707 553,957 (0.8)%
Earnings per common share $1.04 $0.74 40.5%
Dividends declared per
common share $0.565 $0.530 6.6%
(1) Income before one-time adjustments rose 10.2 percent to $552
million from $501 million in the fourth quarter of 1995.
Earnings per share before one-time adjustments grew 11.1 percent
to $1.00, up from 90 cents in the fourth quarter of 1995. See
notes (2) and (3) for details of one-time adjustments.
(2) Results for the fourth quarter of 1996 included an $18 million
after-tax gain or $0.04 per share related to the sale of
Ameritech's interest in Centertel, a cellular telephone company
in Poland.
(3) Results for the fourth quarter of 1995 included a $132 million
pretax restructuring charge ($88 million after-tax or $0.16 per
share) reflecting a charge for planned work force reductions due
to data center consolidations, as well as increased force costs
related to the work force restructuring started in 1994 and a
charge to write down certain data processing equipment to net
realizable value.
<PAGE>5
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts)
Twelve Months Ended
December 31 %
1996 (1) 1995 (1) Change
Revenues $14,917 $13,428 11.1%
Operating expenses (3) 11,412 10,125 12.7%
Operating income 3,505 3,303 6.1%
Other income, net (2) (3) 326 260 25.4%
Interest expense 514 469 9.6%
Income before income taxes 3,317 3,094 7.2%
Income taxes 1,183 1,086 8.9%
Net income $ 2,134 $ 2,008 6.3%
Average common shares
outstanding (000) 551,854 553,622 (0.3)%
Earnings per common share $3.87 $3.63 6.6%
Dividends declared per
common share $2.155 $2.030 6.2%
(1) Income before one-time adjustments rose 12.1 percent to $2,116
million in 1996 from $1,888 million in 1995. Earnings per share
before one-time adjustments grew 12.3 percent to $3.83, up from
$3.41 in 1995. See notes (2) and (3) for details of the
one-time adjustments.
(2) Results for 1996 included an $18 million after-tax gain or $0.04
per share related to the sale of Ameritech's interest in
Centertel, a cellular telephone company in Poland.
(3) Results for 1995 included a $135 million pretax restructuring
credit ($79 million after-tax or $0.14 per share) related to net
settlement gains primarily associated with lump-sum pension
payments from the nonmanagement pension plan to former
employees, partially offset by increased force costs related to
the restructuring and a charge to write down data processing
equipment to net realizable value. Results for 1995 also
included a $66 million pretax gain ($41 million after-tax or
$0.08 per share) resulting from the exchange of minority
interests in certain cellular partnerships.
<PAGE>6
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
Change from
Dec. 31 Dec. 31 Dec. 31
1996 1995 1995
ASSETS
Current assets $ 3,799 $ 3,452 $ 347
Property, plant and equipment, net 13,507 13,457 50
Investments, primarily international 2,323 1,497 826
Other assets and deferred charges 4,078 3,536 542
Total assets $23,707 $21,942 $1,765
LIABILITIES AND SHAREOWNERS' EQUITY
Debt maturing within one year $ 3,155 $ 2,138 $1,017
Other current liabilities 3,688 3,623 65
Long-term debt 4,437 4,513 (76)
Deferred credits and
other long-term liabilities 4,740 4,653 87
Shareowners' equity 7,687 7,015 672
Total liabilities and
shareowners' equity $23,707 $21,942 $1,765
SELECTED FINANCIAL AND OPERATING DATA
(Unaudited)
(Dollars in millions)
Dec. 31 Dec.31 %
1996 1995 Change
Debt ratio 49.7% 48.7% 2.1%
Customer lines (000's) 19,704 19,057 3.4%
Employees 66,128 65,345 1.2%
Telephone company employees 50,210 51,093 (1.7)%
Customer lines per telephone
company employee 392 373 5.1%
Return to average
equity - annualized Qtr. 29.9% 23.3% --
YTD 28.7% 29.5% --
Return to average total
capital - annualized Qtr. 17.7% 14.8% --
YTD 17.1% 18.1% --
Construction activity Qtr. $ 797 $ 807 (1.2)%
YTD $2,476 $2,176 13.8%
<PAGE>7
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: January 13, 1997
AMERITECH CORPORATION
By /s/ Bruce B. Howat
Bruce B. Howat
Secretary
