SBC COMMUNICATIONS INC
8-K, 1999-01-21
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  United States
                       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: January 21, 1999

                             SBC COMMUNICATIONS INC.

                             A Delaware Corporation

                           Commission File No. 1-8610

                           IRS Employer No. 43-1301883

                    175 E. Houston, San Antonio, Texas 78205

                         Telephone Number (210) 821-4105



<PAGE>


Item 5.    Other Events

On January 21, 1999, SBC Communications  Inc. issued the following press release
reporting fourth-quarter and annual earnings for 1998.



<PAGE>


      SBC Communications Inc.
                                                                  News Release


For more information, contact:
      Larry L. Solomon
      Tel: 210/351-3990
      Fax: 210/351-2903
      Internet:   [email protected]


                 SBC DELIVERS 19.3 PERCENT EARNINGS GROWTH IN 1998;
                    GROWS FOURTH-QUARTER EARNINGS 20 PERCENT

     SAN ANTONIO,  Jan. 21, 1999 - SBC  Communications  Inc.  (NYSE:  SBC) today
announced  strong 1998  performance,  reporting 20.0 percent earnings growth for
the fourth quarter and 19.3 percent earnings growth for the year on a normalized
basis.  
     Fourth-quarter   earnings per  diluted share  increased  19.6 percent  on a
normalized  basis to $0.55 from $0.46 a share  during the same period last year.
Full-year  earnings  per diluted  share on a  normalized  basis  increased  18.2
percent to $2.08 compared with $1.76 during 1997. The annual and  fourth-quarter
normalized  results are before an extraordinary  loss and one-time items, and an
accounting change in the first quarter of 1998. 
     Solid core  business  performance  and strong  growth in data and  vertical
services drove SBC's  fourth-quarter and 1998 results. 
     Fourth-quarter  revenues  increased  7.9  percent  to $7.7  billion,  while
full-year  1998 revenues also  increased 7.9 percent to $28.8 billion from $26.7
billion last year.
     "We had an exceptional year as we grew our businesses while taking steps to
shape our future as an  integrated,  full-service  global  competitor  that will
continue  to build value for our  shareowners,"  said  Edward E.  Whitacre  Jr.,
chairman and chief executive officer.

                                    - more -


<PAGE>


Page 2/SBC Grows Earnings

      "We   successfully   completed   our  merger  with  Southern  New  England
Telecommunications  (SNET) last fall.  Going  forward,  our planned  merger with
Ameritech  will  allow us to  execute  our  national-local  strategy  to provide
customers  wherever  they are  with  competitive  telecommunications  services,"
Whitacre said. "We also announced the country's  largest rollout of Asymmetrical
Digital  Subscriber  Line (ADSL) - a  high-speed  Internet  access  service - at
affordable  prices to enable us to seize  opportunities  in the rapidly  growing
data market."
      Fourth-quarter 1998 earnings increased 20.0 percent to $1.1 billion before
an extraordinary loss of $60 million,  or $0.03 per diluted share, for the early
retirement of debt and one-time  costs totaling $433 million ($268 million after
tax, or $0.14 per diluted  share)  related to  initiatives  from the merger with
SNET. These results compare with  fourth-quarter  1997 earnings of $903 million,
which  exclude  gains  related  to the sale of  Bellcore  and costs  related  to
strategic initiatives resulting from the merger integration process with Pacific
Telesis Group.
      Full-year 1998 earnings  increased 19.3 percent to $4.1 billion,  before a
directory  accounting change at SNET,  one-time gains resulting from the sale of
certain  non-core  businesses,  and the  fourth-quarter  extraordinary  loss and
one-time  costs related to the SNET merger.  Earnings in 1997 were $3.5 billion,
before the impact of several  regulatory  rulings,  settlement  gains at Pacific
Telesis Group associated with lump-sum pension payments, the Bellcore gains, and
the costs for strategic initiatives resulting from the Pacific Telesis merger.




                                    - more -



<PAGE>


Page 3/SBC Grows Earnings

      On a reported basis,  SBC's 1998 income before the extraordinary  loss and
accounting  change was $4.1 billion,  or $2.05 per diluted share,  compared with
$1.7 billion in 1997. Net income in 1998 was $4.0 billion.  Fourth-quarter  1998
income  before the  extraordinary  loss was $816  million,  or $0.41 per diluted
share,   compared  with  $642  million   during  the  fourth  quarter  of  1997.
Fourth-quarter 1998 net income was $756 million.

Highlights of the year and fourth quarter included:
o  Data Services: Data services revenues in 1998 increased 32 percent, exceeding
   $2.2  billion  for the year.  Data  revenues  for the  quarter  reached  $620
   million,  an  increase  of 27  percent  over the  same  quarter  a year  ago,
   reflecting  strong  customer  demand for  high-speed  dedicated  and switched
   transport services.

o  Vertical  Services:  Vertical services revenues increased nearly 20.0 percent
   in 1998 to $1.9 billion,  largely driven by SBC's success in marketing Caller
   ID.  During  the  year,  SBC's  subsidiaries  added  1.7  million  Caller  ID
   subscribers.  In California,  residential Caller ID penetration  increased to
   13.4 percent from 6.4 percent at the end of 1997.

o  Access Lines:  SBC's wireline  operations  added 308,000 access  lines during
   the quarter and 1.5 million  during the year,  resulting in 1998  access line
   growth  of 4.3   percent   for  SBC's  switched  services.  Line  growth on a
   voice-grade   equivalent  basis,  which includes the impact of both  switched
   services and non-switched  high-speed  data  services such as DS1s, DS3s, was
   9.7 percent during 1998. This growth rate, which  will include   Asymmetrical
   Digital  Subscriber   Line (ADSL)  services in the future,   better  reflects
   total line growth as data  services continue to replace traditional  switched
   access lines. 

                                    - more -


<PAGE>


Page 4/SBC Grows Earnings

o  Wireless  Subscribers:  SBC's wireless  operations added 384,000 net wireless
   subscribers during the quarter, including 169,000 PCS customers in California
   and Nevada,  and 215,000 customers in its other wireless markets.  California
   and Nevada PCS operations  added 469,000  customers  during 1998,  ending the
   year with 809,000  customers,  while other wireless  operations added 431,000
   net  customers  during  1998.  SBC  ended  1998  with a total of 6.9  million
   wireless customers.

o  Directory Revenues:  Directory revenues for the fourth quarter increased 13.5
   percent to $924 million,  largely  driven by changes in directory  publishing
   schedules  that  resulted in a net shift of revenues  and  expenses  from the
   third  quarter to the fourth  quarter.  Revenues for the year  increased  4.7
   percent to $2.4 billion.



      SBC  Communications   Inc.   (www.sbc.com)  is  a  global  leader  in  the
telecommunications  industry,  with more than 37  million  access  lines and 6.9
million wireless  customers across the United States,  as well as investments in
telecommunications  businesses in 11  countries.  Under the  Southwestern  Bell,
Pacific  Bell,  SNET,  Nevada Bell and  Cellular  One brands,  SBC,  through its
subsidiaries,  offers a wide range of innovative services.  SBC offers local and
long-distance telephone service,  wireless communications,  data communications,
paging, Internet access, and messaging, as well as telecommunications equipment,
and directory  advertising and publishing.  SBC has more than 129,000  employees
and its annual revenues rank it in the top 50 among Fortune 500 companies.

For more detailed information on SBC's fourth quarter results, visit our website
at http://www.sbc.com/Investor/earnings.html.




                              - Tables attached -


<PAGE>

<TABLE>
                             SBC Communications Inc.
                        Financial Summary and Comparisons
                  (dollars in millions, except per share amounts)
                                   (unaudited)

                          -- FOURTH-QUARTER RESULTS --

<CAPTION>

EXCLUDING ONE-TIME ITEMS                      1998       1997       CHANGE
- ------------------------                      ----       -----      ------
<S>                                         <C>         <C>          <C> 
Operating revenues                          $7,684      $7,114        8.0%

Operating expenses                          $5,863       5,484        6.9%

Earnings before extraordinary loss          $1,084        $903       20.0%

Diluted earnings per share before           
  extraordinary loss                         $0.55       $0.46       19.6%

ONE-TIME ITEMS                               $(268)1     $(261)2        -
- --------------                                                

AS REPORTED
- ----------- 
Operating revenues                          $7,676      $7,114        7.9%

Operating expenses                          $6,285      $5,963        5.4%

Income before extraordinary loss              $816        $642       27.1%

Extraordinary loss, net of tax                $(60)3        -           -

Net Income                                    $756        $642       17.8%

Diluted earnings per share before            
  extraordinary loss                         $0.41       $0.33       24.2%

Diluted earnings per share                   $0.38       $0.33       15.2%

Weighted average common
  shares outstanding (in millions)           1,957       1,951        0.3%

Weighted average common shares
  outstanding with dilution (in millions)    1,987       1,975        0.6%
<FN>
1 Fourth  quarter 1998  one-time  items totaled $433 million ($268 million after
tax, or $0.14 per share) for costs related to  initiatives  from the merger with
SNET. These costs include  recognition of an impairment of the assets related to
SNET's  hybrid  fiber coax  network,  charges for  required  changes in wireless
equipment  inventories  and  sites,   recognition  of  postemployment  benefits,
primarily related to severance, and costs associated with closing down duplicate
operations,  primarily contract cancellations.  Other charges arising out of the
merger  related to  relocation,  retraining  and other effects of  consolidating
certain operations will be recognized in the periods those charges are incurred.

2 Fourth  quarter  1997  one-time  items  include  gains  related to the sale of
Bellcore and one-time costs related to strategic  initiatives resulting from the
merger integration process with Pacific Telesis Group.

3 Extraordinary loss associated with the early retirement of debt.
</FN>
</TABLE>

                                    - more -




<PAGE>

<TABLE>
                             SBC Communications Inc.
                        Financial Summary and Comparisons
                  (dollars in millions, except per share amounts)
                                   (unaudited)

                              -- ANNUAL RESULTS --
<CAPTION>
EXCLUDING ONE-TIME ITEMS                      1998       1997       CHANGE
- ------------------------                      ----       -----      ------
<S>                                        <C>         <C>           <C> 
Operating revenues                         $28,785     $26,869        7.1%

Operating expenses                         $21,469     $20,553        4.5%

Earnings before extraordinary loss
  and cumulative effect of 
  accounting change                         $4,117      $3,450       19.3%
     
Diluted earnings per share before
  extraordinary loss and accounting change   $2.08       $1.76       18.2%
    
ONE-TIME ITEMS                                $(49)1   $(1,776)2         -
- --------------                                                

AS REPORTED
- -------------- 
Operating revenues                         $28,777     $26,681        7.9%

Operating expenses                         $21,891     $23,103      (5.2)%

Income before extraordinary loss and                            
  cumulative effect of accounting change    $4,068      $1,674           -

Extraordinary loss and cumulative                   
  effect of accounting change, net of tax     $(45)3         -           -
     
Net Income                                  $4,023      $1,674           -

Diluted earnings per share before
  extraordinary loss and cumulative          
  and effect of accounting change            $2.05       $0.85           -

Diluted earnings per share                   $2.03       $0.85           -

Weighted average common
  shares outstanding (in millions)           1,957       1,945        0.6%

Weighted average common shares
  outstanding with dilution (in millions)    1,984       1,962        1.1%
<FN>
1 One-time items in 1998 include:
- - Charges  totaling  $433 million  ($268 million after tax) for costs related to
initiatives  from the merger with SNET.  These costs include  recognition  of an
impairment of the assets  related to SNET's  hybrid fiber coax network,  charges
for required changes in wireless equipment inventories and sites, recognition of
postemployment  benefits,  primarily related to severance,  and costs associated
with closing down duplicate operations, primarily contract cancellations.  Other
charges  arising out of the merger related to  relocation,  retraining and other
effects of  consolidating  certain  operations will be recognized in the periods
those  charges are  incurred.
- - Gains during the third  quarter  totaling  $219 million after tax for sales of
certain non-core businesses.

2 One-time  items in 1997 include gains  related to the sale of Bellcore,  costs
related to strategic  initiatives  resulting from the merger integration process
with Pacific Telesis Group, the impact of several second quarter 1997 regulatory
rulings,  and the first quarter 1997  settlement  gain at Pacific  Telesis Group
associated with lump sum pension payments.

3 Includes an  extraordinary  loss associated with the early  retirement of debt
and impacts of changes in directory accounting at Southern New England Telephone
during the first quarter of 1998.
</FN>
</TABLE>

                                           # # #




<PAGE>




                                   SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                         SBC Communications Inc.


                                        /s/ Randall Stephenson
                                        -------------------------
                                          Randall Stephenson
                                          Vice President and Controller



January 21, 1999



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