PACIFIC TELESIS GROUP
DEFA14A, 1994-03-25
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                    <PAGE>

Cash Used For Financing Activities
- ----------------------------------

($ millions)                     1993    Change    1992    Change    1991
- ---------------------------------------------------------------------------
Cash used for financing
  activities ..................  $593     -$15     $608     -$79     $687
                                                   -2.5%            -11.5%
- ---------------------------------------------------------------------------

The slight decrease  in 1993  cash used  for financing  activities reflects  a
$624 million decrease in cash derived from net short-term borrowings which was
more than offset by increased proceeds from treasury stock issuances and other
activity.  Treasury stock issuances increased to $728 million (at cost) during
1993 from  $173 million in  1992.  The  increased issuances were  primarily to
meet the greater  requirements of the Corporation's dividend  reinvestment and
stock  purchase  plan due  to features  introduced  in December  1992 offering
discounted  stock   purchases.     During  September  1993,   the  Corporation
discontinued this offer.   For  1993, the Board  maintained the  Corporation's
dividend at $2.18 per share, the same level as in 1992.  Management intends to
recommend to the Board that this level be maintained in 1994.

Long-term  borrowing activity,  excluding  spin-off  operations, included  the
following issuances and redemptions:

                           Interest            Maturity        Principal
($ millions)                  Rate               Date            Amount
- --------------------------------------------------------------------------
Issuances:
   1993 ............   6.25% to  7.50%       2005 to 2043       $2,650
   1992 ............   7.00% to  7.75%       2002 to 2032       $  929

Retirements:
   1993 ............  6.125% to 9.625%       1993 to 2030       $2,624
   1992 ............  5.125% to 9.875%       1993 to 2019       $  973
- ------------------------------------------------------------------------

Pre-tax interest  coverage was  negative for  1993 compared  to 4.6  times for
1992.   This decrease  was primarily  due to  the Corporation's  1993 reported
loss.   The Corporation's debt ratio  of 41.0 percent as of  December 31, 1993
decreased from 43.5 percent  as of December 31, 1992,  reflecting reduced debt
balances.    The  Corporation's  debt ratio,  excluding  spin-off  operations,
increased  to 53.8 percent  from 45.9 percent  as of December 31,  1992.  This
increase  reflects the effect of excluding the Corporation's equity in PacTel,
which increased  during 1993 and more  than offset the impact  of reduced debt
balances.

   In 1992,  cash used for  financing activities decreased  reflecting reduced
purchases of  treasury shares.  Dividends  per share increased 1.9  percent to
$2.18.    

The  Corporation's adoption  of SFAS  106 and SFAS  112, effective  January 1,
1993, increased other noncurrent liabilities by $2.9 billion.  Deferred income
tax liabilities were reduced by $1.2  billion due to the related tax benefits,
resulting in a net increase to liabilities of $1.7 billion upon adopting these
two new standards.

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