SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K10-K/A
Amendment No. 2 to
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission File
December 27, 1997 Number 0-15658
PETER KIEWIT SONS'LEVEL 3 COMMUNICATIONS, INC.
(formerly known as Peter Kiewit Sons', INC.Inc.)
(Exact name of registrant as specified in its charter)
Delaware 47-0210602
(State of Incorporation) (I.R.S. Employer)
Identification No.)
1000 Kiewit Plaza, Omaha, Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 342-2052536-3677
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Class C Common Stock, par value $.0625
Class D Common Stock, par value $.0625$.01
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 registrant's 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. [X]
The registrant's Class C stock is not publicly traded, and
therefore there is no ascertainable aggregate market value of
voting stock held by nonaffiliates. The registrant's Class D
stock has been trading on the Nasdaq OTC Bulletin Board. The
aggregate market value of the Class Dregistrant's stock ("Common
Stock") held by nonaffiliates as of March 14,15, 1998 was $7.3
billion.billion, based on the closing price of the registrant's common
stock on the NASDAQ OTC Bulletin Board on that date.
As of March 15, 1998, the number of outstanding146,943,752 shares of each class of the Company's common stock was:
Class C - 7,681,020
Class D - 146,943,752
Portions ofCommon Stock
were outstanding.
INTRODUCTION
This Form 10-K/A amends the Company's definitive Proxy Statement for the 1998
Annual Meeting of Stockholders are incorporatedForm 10-K filed by reference into
Part III of this Form 10-K.
TABLE OF CONTENTS
Page
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Index to Financial Statements and Financial Statement Schedules of Registrant
PART I
ITEM 1. BUSINESS Peter Kiewit
Sons', Inc. ("PKS" or(the "Company") on March 31, 1998, as amended by a
Form 10-K/A Amendment No. 1 to Form 10-K filed by the "Company")Company on
April 23, 1998. This Form 10-K/A is onebeing filed solely to set
forth the information required by Part III (Items 10, 11, 12 and
13) of Form 10-K, because a definitive proxy statement containing
such information will not be filed within 120 days after the end
of the largest construction contractorsfiscal year covered by the Company's original Form 10-K
filing. This Form 10-K/A amends Part III of the Company's
original Form 10-K filing only, and all other portions of the
Company's original 10-K filing remain in North America and also
owns information services, telecommunications and coal mining
businesses. Theeffect.
On March 31, 1998, the Company pursues these activities through two
subsidiaries,exchanged for all of its then
outstanding Class C Stock for all of the capital stock of a
subsidiary (the "Construction Subsidiary") holding the stock of
Kiewit Construction Group Inc. ("KCG") and Level 3
Communications, Inc., formerly known as Kiewit Diversified Group
Inc. ("Level 3"). The organizational structure is shown by the following chart.
Class C Stock
Peter Kiewit Sons', Inc.
Kiewit Construction Group Inc.
Materials Operations
Construction Operations
Class D Stock
Level 3 Communications, Inc.
PKS Information Services, Inc.
Level 3 Communications, LLC
Kiewit Energy Group Inc.
Kiewit Coal Properties Inc.
Cable Michigan, Inc. 48.5%
Commonwealth Telephone Enterprises, Inc. 48.4%
RCN Corporation 46.1%
The Company has two principal classes of common stock, Class
C Construction & Mining Group Restricted Redeemable Convertible
Exchangeable Common Stock, par value $.0625 per share (the "Class
C stock") and Class D Diversified Group Convertible Exchangeable
Common Stock par value $.0625 per share (the Class D stock").
The value of Class C stock is linked to the Company's
construction
and materials operations (the "Construction Group").
The value of Class D stock is linked to the operations of Level 3
(the "Diversified Group"), under the terms of the Company's
charter (see Item 5 below). All Class C shares and historically
most Class D shares have been owned by current and former
employeessubsidiary of the Company and their family members. The Company
was incorporated in Delaware in 1941 to continue a construction
business founded in Omaha, Nebraska in 1884. The Company entered
the coal mining business in 1943 and the telecommunications
business in 1988. In 1995, the Company distributed to its Class
D stockholders all of its shares of MFS Communications Company,
Inc. ("MFS") (which was later acquired by WorldCom, Inc.).
Through subsidiaries, the Company owns 48.5% of the common stock
of Cable Michigan, Inc., 48.4% of Commonwealth Telephone
Enterprises, Inc., formerly known as C-TEC Corporation ("C-TEC")
and 46.1% of RCN Corporation (collectively, the "C-TEC
Companies"), the three companies that resulted from the
restructuring of C-TEC, which was completed in September 1997.
RCN Corporation, Cable Michigan, Inc. and Commonwealth Telephone
Enterprises, Inc. are publicly traded companies and more detailed
information about each of them is contained in their separate
Annual Reports on Form 10-K. Prior to January 2, 1998, the
Company was also engaged in the alternative energy business
through its ownership of 24% of the voting stock of CalEnergy
Company, Inc. ("CalEnergy") and certain international development
projects in conjunction with CalEnergy.
On December 8, 1997, the Company's stockholders ratified the
decision of the Company's Board of Directors (the "PKS Board") to
separate the business conducted by the Construction Group and the
business conducted by the Diversified Group (collectively, the
"Business Groups") into two independent companies. In connection
with the consummation of this transaction, the PKS Board declared
a dividend of eight-tenths of one share of the Company's newly
created Class R Convertible Common Stock, par value $.01 per
share ("Class R stock") with respect to each outstanding share of
Class C stock. The Class R stock is convertible in shares of
Class D stock pursuant to a defined formula. In addition, the
Company has announced that effective March 31, 1998, the Company,
through a resolution of the PKS Board, shall cause each
outstanding share of Class C stock to be mandatorily exchanged
(the "Share Exchange") pursuant to provisions of the PKS Restated
Certificate of Incorporation (the "PKS Certificate") for one
outstanding share of Common Stock, par value $.01 per share, of
PKS Holdings, Inc. ("PKS Holdings"), a recently formed, direct,
wholly owned subsidiary of PKS, to which the eight-tenths of one
share of Class R Stock would attach (collectively, the
"Transaction""Split-Off"). In connection
with the consummation of the
Transaction,Split-Off, the Company will change its name to Levelwas renamed "Level 3
Communications, Inc." and PKS Holdings, Inc. will change its name
to Peterthe Construction Subsidiary was
renamed "Peter Kiewit Sons', Inc. The Company has announced that the
PKS Board has approved in principle a plan to force conversion of
all 6,538,231 shares of Class R Stock outstanding. Due to
certain provisions of the Class R stock, conversion will not be
forced prior to May 1998, and the final decision to force
conversion would be made at that time. The decision may be made
not to force conversion if it were decided that conversion is not
in the best interest of the then stockholders of the Company.
The Transaction is intended to separate the Business Groups
into two independent companies. The PKS Board believes that
separation of the Business Groups will (i) permit Level 3 to
attract and retain the senior management and employees needed to
implement and develop Level 3's expansion plan (which is
discussed below), (ii) enable Level 3 to access the capital
markets in order to fund its expansion plan on more advantageous
terms than would be available to Level 3 as part of the Company,
(iii) enable Level 3 to pursue strategic investments and
acquisitions, as part of the expansion plan, which could be
foreclosed to Level 3 as part of the Company and (iv) allow the
directors and management of each Business Group to focus their
attention and financial resources on that Business Group's
business. Except for the anticipated effect of the Transaction
on the management of the construction business, the PKS Board
does not believe that the Transaction will have any other
significant effect on the construction business.
For purposes of this filing, the Company has filed as
exhibits to" (In this Form 10-K, Financial Statements and Other
Information for each of10-K/A, the
Construction Group (Exhibit 99.A)Subsidiary is referred to as "New PKS").
ITEM 10. MANAGEMENT
Directors and the Diversified Group or Level 3 (Exhibit 99.B). These exhibits
generally follow the format of Form 10-K and consist of separate
financial statements for each Group and excerpts of other
information from this Form 10-K pertaining to each Business
Group.
For 1997 results, the Company reports financial information
for four business segments: construction; information services;
telecommunications; and coal mining. Additional financial
information about these segments, including revenue, operating
earnings, equity earnings, identifiable assets, capital
expenditures, and depreciation, depletion and amortization, as
well as foreign operations information,Executive Officers
Set forth below is contained in Note 13
to the Company's consolidated financial statements.
KIEWIT CONSTRUCTION GROUP
CONSTRUCTION OPERATIONS
The construction business is conducted by operating
subsidiaries of Kiewit Construction Group Inc. (collectively,
"KCG"). KCG and its joint ventures perform construction services
for a broad range of public and private customers primarily in
the United States and Canada. New contract awards during 1997
were distributed among the following construction markets:
transportation (including highways, bridges, airports, railroads,
and mass transit) -- 62%, power, heat, cooling -- 18%, commercial
buildings -- 8%, water supply -- 2%, mining -- 2%, sewage and
waste disposal -- 1% and other markets -- 7%.
KCG primarily performs its services as a general contractor.
As a general contractor, KCG is responsible for the overall
direction and management of construction projects and for
completion of each contract in accordance with terms, plans, and
specifications. KCG plans and schedules the projects, procures
materials, hires workers as needed, and awards subcontracts. KCG
generally requires performance and payment bonds or other
assurances of operational capability and financial capacity from
its subcontractors.
Contract Types. KCG performs its construction work under
various types of contracts, including fixed unit or lump-sum
price, guaranteed maximum price, and cost-reimbursable contracts.
Contracts are either competitively bid and awarded or negotiated.
KCG's public contracts generally provide for the payment of a
fixed price for the work performed. Profit on a fixed-price
contract is realized on the difference between the contract price
and the actual cost of construction, and the contractor bears the
risk that it may not be able to perform all the work for the
specified amount. Construction contracts generally provide for
progress payments as work is completed, with a retainage to be
paid when performance is substantially complete. Construction
contracts frequently contain penalties or liquidated damages for
late completion and infrequently provide bonuses for early
completion.
Government Contracts. Public contracts accounted for 74% of
the combined prices of contracts awarded to KCG during 1997.
Most of these contracts were awarded by government and
quasi-government units under fixed price contracts after
competitive bidding. Most public contracts are subject to
termination at the election of the government. In the event of
termination, the contractor is entitled to receive the contract
price on completed work and payment of termination related costs.
Backlog. At the end of 1997, KCG had backlog (anticipated
revenue from uncompleted contracts) of $3.9 billion, an increase
from $2.3 billion at the end of 1996. Of current backlog,
approximately $1.0 billion is not expected to be completed during
1998. In 1997 KCG was low bidder on 226 jobs with total contract
prices of $3.5 billion, an average price of $15.3 million per
job. There were 19 new projects with contract prices over $25
million, accounting for 76% of the successful bid volume.
Competition. A contractor's competitive position is based
primarily on its prices for construction services and its
reputation for quality, timeliness, experience, and financial
strength. The construction industry is highly competitive and
lacks firms with dominant market power. In 1997 Engineering News
Record, a construction trade publication, ranked KCG as the 9th
largest U.S. contractor in terms of 1996 revenue and 12th largest
in terms of 1996 new contract awards. It ranked KCG 1st in the
transportation market in terms of 1996 revenue.
Joint Ventures. KCG frequently enters into joint ventures
to efficiently allocate expertise and resources among the
venturers and to spread risks associated with particular
projects. In most joint ventures, if one venturer is financially
unable to bear its share of expenses, the other venturers may be
required to pay those costs. KCG prefers to act as the sponsor
of its joint ventures. The sponsor generally provides the
project manager, the majority of venturer-provided personnel, and
accounting and other administrative support services. The joint
venture generally reimburses the sponsor for such personnel and
services on a negotiated basis. The sponsor is generally
allocated a majority of the venture's profits and losses and
usually has a controlling vote in joint venture decision making.
In 1997 KCG derived 70% of its joint venture revenue from
sponsored joint ventures and 30% from non-sponsored joint
ventures. KCG's share of joint venture revenue accounted for 28%
of its 1997 total revenue.
Demand. The volume and profitability of KCG's construction
work depends to a significant extent upon the general state of
the economies of the United States and Canada, and the volume of
work available to contractors. Fluctuating demand cycles are
typical of the industry, and such cycles determine to a large
extent the degree of competition for available projects. KCG's
construction operations could be adversely affected by labor
stoppages or shortages, adverse weather conditions, shortages of
supplies, or governmental action. The volume of available
government work is affected by budgetary and political
considerations. A significant decrease in the amount of new
government contracts, for whatever reasons, would have a material
adverse effect on KCG.
Locations. KCG structures its construction operations
around 20 principal operating offices located throughout the U.S.
and Canada, with headquarters in Omaha, Nebraska. Through its
decentralized system of management, KCG has been able to quickly
respond to changes in the local markets. At the end of 1997, KCG
had current projects in 33 states and 6 Canadian provinces. KCG
also participates in the construction of geothermal power plants
in the Philippines and Indonesia.
Properties. KCG has 20 district offices, of which 16 are in
owned facilities and 4 are leased. KCG owns or leases numerous
shops, equipment yards, storage facilities, warehouses, and
construction material quarries. Since construction projects are
inherently temporary and location-specific, KCG owns
approximately 950 portable offices, shops, and transport
trailers. KCG has a large equipment fleet, including
approximately 4,500 trucks, pickups, and automobiles, and 2,000
heavy construction vehicles, such as graders, scrapers, backhoes,
and cranes.
MATERIALS OPERATIONS
Several KCG subsidiaries, primarily in Arizona and Oregon,
produce construction materials, including ready-mix concrete,
asphalt, sand and gravel. KCG also has quarrying operations in
New Mexico and Wyoming, which produce landscaping materials and
railroad ballast. Kiewit Mining Group Inc. ("KMG"), a subsidiary
of KCG, provides mine management services to Kiewit Coal
Properties Inc., a subsidiary of PKS. KMG also owns a 48%
interest in an underground coal mine near Pelham, Alabama.
LEVEL 3 COMMUNICATIONS, INC.
Level 3 engages in the information services,
telecommunications, coal mining and energy businesses, through
ownership of operating subsidiaries, joint venture investments
and ownership of substantial positions in public companies.
Level 3 also holds smaller positions in a number of development
stage or startup ventures.
INFORMATION SERVICES
PKS Information Services, Inc. ("PKSIS") is a full service
information technology company that provides computer operations
outsourcing and systems integration services to customers located
throughout the United States as well as abroad. Utilizing all
computing environments from mainframes to client/server
platforms, PKSIS offers custom-tailored computer outsourcing
services. PKSIS also provides network and systems integration
and network management services for various computer platforms.
In addition, PKSIS develops, implements and supports applications
software. Through its subsidiary NET Twenty-One, Inc., PKSIS'
strategy is to focus on assisting its customers in "Web-enabling"
legacy software applications, that is, migrating computer
applications from closed computing and networking environments to
network platforms using Transmission Control Protocol/Internet
Protocol ("TCP/IP") technology that are then accessed using Web
browsers.
The computer outsourcing services offered by PKSIS through
its subsidiary PKS Computer Services, Inc. include networking and
computing services necessary both for older mainframe-based
systems and newer client/server-based systems. PKSIS provides
its outsourcing services to clients that desire to focus their
resources on core businesses, rather than expending capital and
incurring overhead costs to operate their own computing
environment. PKSIS believes that it is able to utilize its
expertise and experience, as well as operating efficiencies, to
provide its outsourcing customers with levels of service equal to
or better than those achievable by the customer itself, while at
the same time reducing the customer's cost for such services.
This service is particularly useful for those customers moving
from older computing platforms to more modern client/server
networks.
PKSIS' systems integration services help customers define,
develop and implement cost-effective information services. In
addition, through PKS Systems Integration, Inc., PKSIS offers
reengineering services that allow companies to convert older
legacy software systems to modern networked computing systems,
with a focus on reengineering software to enable older software
application and data repositories to be accessed by Hypertext
Markup Language (HTML)-based browsers ("Web browsers") over the
Internet or over private or limited access TCP/IP networks.
PKSIS, through its Suite 2000-SM line of services, provides
customers with a multi-phased service for converting programs and
application so that date-related information is accurately
processed and stored before and after the year 2000. Through the
process of converting a customer's legacy software for year 2000
compliance, PKSIS is able to provide additional insight and
advice to further stream-line and improve the customer's
information systems.
PKSIS has established a software engineering facility at the
National Technology Park in Limerick, Ireland, to undertake:
large scale development projects; system conversions; and code
restructuring and software re-engineering. PKSIS has also
established relationships with domestic and international
partners to provide such activities as well as establishing
recently a joint venture in India.
PKSIS' subsidiary, LexiBridge Corporation of Shelton,
Connecticut, provides customers with a combination of workbench
tools and methodology that provide a complete strategy for
converting mainframe-based application systems to client/server
architecture, while at the same time ensuring year 2000
compliance.
In 1997, 93% of PKSIS' revenue was from external customers
and the remainder was from affiliates.
Level 3 recently has determined to increase substantially
the emphasis it places on and the resources devoted to its
information services business, with a view to becoming a
facilities-based provider (that is, a provider of information
services that owns or leases a substantial portion of the plant,
property and equipment necessary to provide those services) of a
broad range of integrated information services to business (the
"Expansion Plan"). Pursuant to the Expansion Plan, Level 3
intends to expand substantially its current information services
business, through both the expansion of the business of PKSIS and
the creation, through a combination of construction, purchase and
leasing of facilities and other assets, of a substantial,
facilities-based communications network that utilizes Internet
Protocol or IP technology.
In order to grow and expand substantially the information
services it provides, Level 3 has developed a comprehensive plan
to construct, purchase and lease local and backbone facilities
necessary to provide a wide range of communications services over
a network that uses Internet Protocol based technology. These
services include:
A number of business-oriented communications services using
a combination of network facilities Level 3 would
construct, purchase and lease from third parties, which
services may include fax services that are transmitted in
part over an Internet Protocol network and are
offered at a lower price than public circuit-switched telephone
network- based fax service and voice message storing and
forwarding that are transmitted in part over the same
Internet Protocol technology based network; and
After construction, purchase and lease of local and
backbone facilities, a range of Internet access services at
varying capacity levels and, as technology development
allows, at specified levels of quality of service and
security.
Level 3 believes that, over time, a substantial number of
businesses will convert existing computer application systems
(which run on standalone or networked computing platforms
utilizing a wide variety of operating systems, applications and
data repositories) to computer systems that communicate using
Internet Protocol and are accessed by users employing Web
browsers. Level 3 believes that such a conversion will occur for
the following reasons:
Internet Protocol has become a de facto networking standard
supported by numerous hardware and software vendors and, as
such, provides a common protocol for connecting computers
utilizing a wide variety of operating systems;
Web browsers can provide a standardized interface to data
and applications and thus help to minimize costs
of training personnel to access and use these resources;
and
As a packet-switched technology, in many instances,
Internet Protocol utilizes network capacity more
efficiently than the circuit-switched public telephone
network. Consequently, certain services provided over an
Internet Protocol network may be less costly than the same
services provided over public switched telephone network.
Level 3 further believes that businesses will prefer to
contract for assistance in making this conversion with those
vendors able to provide a full range of services from initial
consulting to Internet access with requisite quality and security
levels.
Pursuant to the Expansion Plan, Level 3's strategy will be
to attempt to meet this customer need by: (i) growing and
expanding its existing capabilities in computer network systems,
consulting, outsourcing, and software reengineering, with
particular emphasis on conversion of legacy software systems to
systems that are compatible with Internet Protocol networks and
Web browsers access; and (ii) creating a national end-to-end
Internet Protocol based network through a combination of
construction, purchase and leasing of assets. Level 3 intends to
optimize its international network to provide Internet based
communications services to businesses at low cost and high
quality, and to design its network, to the extent possible, to
more readily include future technological upgrades than older,
less flexible networks owned by competitors.
To implement its strategy, Level 3 has formulated a long
term business plan that provides for the development of an end-to-
end network optimized for the Internet Protocol. Initially,
Level 3 will offer its services over facilities, both local and
national, that are in part leased from third parties to allow for
the offering of services during the construction of its own
facilities. Over time, it is anticipated that the portion of
Level 3's network that includes leased facilities will decrease
and the portion of facilities that have been constructed, and are
owned, by Level 3 will increase. Over the next 4 to 6 years, it
is anticipated that the Level 3 network will encompass local
facilities in approximately 40 North American markets, leased
backbone facilities in approximately 10 additional North American
markets, a national or inter-city network covering approximately
15,000 miles, the establishment of local facilities in
approximately 10 European and 4 Asian markets and an inter-city
network covering approximately 2,000 miles across Europe. Level
3 intends to design and construct its inter-city network using
multiple conduits. Level 3 believes that the spare conduits will
allow it to deploy future technological innovations and expand
capacity without incurring significant overbuild costs. The
foregoing description of the Level 3 network and the Expansion
Plan constitutes a forward-looking statement. The actual
configuration of the network, including the number of markets
served and the expanse of the inter-city networks will depend on
a variety of factors including Level 3's ability to: access
markets; design fiber optic network backbone routes; attract and
retain qualified personnel; design, develop and deploy enterprise
support systems that will allow Level 3 to build and operate a
packet switched network that interconnects with the public
switched network, install fiber optic cable and facilities;
obtain rights-of-way, building access rights, unbundled loops and
required government authorizations, franchises and permits; and
to negotiate interconnection and peering agreements.
The operations to be conducted as a result of the Expansion
Plan will be subject to extensive federal and state regulation.
Federal laws and Federal Communications Commission regulations
apply to interstate telecommunications while state regulatory
authorities exercise jurisdiction over telecommunications both
originating and terminating within a state. Generally,
implementation of the Expansion Plan will require obtaining and
maintaining certificates of authority from regulatory bodies in
most states where services are to be offered.
With respect to the Expansion Plan, Level 3 is devoting
substantially more management time and capital resources to its
information services business with a view to making the
information services business, over time, the principal business
of Level 3. In that respect, the management of Level 3 has been
conducting a comprehensive review of the existing Level 3
businesses to determine how those businesses will complement
Level 3's focus on information services businesses as a result of
the Expansion Plan. For example, the management of Level 3
negotiated the sale of its energy interests (see "- CalEnergy"
below) because it believed that the ongoing ownership by Level 3
of an interest in an energy businesses was not compatible with
its focus on the information services business, and because sale
of those assets provided a substantial portion of the money
necessary to fund the early stages of the Expansion Plan.
In addition, the Construction Group and Level 3 are
currently discussing a restructuring of the current mine
management arrangement between the two Business Groups. Level 3
also is reviewing its involvement in a number of start-up and
development stage businesses and recently completed the sale of
its interest in United Infrastructure Company ("UIC"). Level 3
is also currently discussing with the Construction Group the sale
of Kiewit Investment Management Corp. to the Construction Group.
Level 3 has no current intention, however, to sell, dispose or
otherwise alter its ownership interest in the C-TEC Companies.
C-TEC COMPANIES
On September 30, 1997, C-TEC completed a tax-free
restructuring, which divided C-TEC into three public companies: C-
TEC, which changed its name to Commonwealth Telephone
Enterprises, Inc. ("Commonwealth Telephone"), RCN Corporation
("RCN") and Cable Michigan, Inc. ("Cable Michigan").
Businesses of the C-TEC Companies. Commonwealth Telephone
owns the following businesses: Commonwealth Telephone Company
(the rural local exchange carrier business); Commonwealth
Communications (the communications engineering business); the
Pennsylvania competitive local exchange carrier business; and
long distance operations in certain areas of Pennsylvania. RCN
owns the following businesses: its competitive
telecommunications services operations in New York City and
Boston; its cable television operations in New York, New Jersey
and Pennsylvania; its 40% interest in Megacable S.A. de C.V.,
Mexico's second largest cable operator; and its long distance
operations (other than the operations in certain areas of
Pennsylvania). Cable Michigan owns and operates cable television
systems in the State of Michigan and owns a 62% interest in
Mercom, Inc., a publicly held Michigan cable television operator.
Ownership of the C-TEC Companies. In connection with the
restructuring and as a result of the conversion of certain shares
of C-TEC held by Level 3, Level 3 now holds 13,320,485 shares of
RCN common stock, 3,330,119 shares of Cable Michigan common
stock, and 8,880,322 shares of Commonwealth Telephone common
stock. Such ownership represents 48.5% of the outstanding common
stock of Cable Michigan, 48.4% of the outstanding common stock of
Commonwealth Telephone and 46.1% of the outstanding common stock
of RCN.
Each of the shares of RCN common stock, Cable Michigan
common stock and Commonwealth Telephone Common Stock is traded on
the National Association of Securities Dealers, Inc.'s National
Market (the "Nasdaq National Market").
In its filings with the Securities and Exchange Commission,
the board of directors of C-TEC concluded that the distributions
were in the best interests of the shareholders because the
distributions will, among other things, (i) permit C-TEC to raise
financing to fund the development of the RCN business on more
advantageous economic terms than the other alternatives
available, (ii) facilitate possible future acquisitions and joint
venture investments by RCN and Cable Michigan and possible future
offerings by RCN, (iii) allow the management of each company to
focus attention and financial resources on its respective
business and permit each company to offer employees incentives
that are more directly linked to the performance of its
respective business, (iv) facilitate the ability of each company
to grow in both size and profitability, and (v) permit investors
and the financial markets to better understand and evaluate C-
TEC's various businesses.
Accounting Method. Since the ownership by Level 3 of the
equity and voting rights of each of RCN, Cable Michigan and
Commonwealth Telephone at the end of 1997 was less than 50%,
under generally accepted accounting principles, Level 3 uses the
equity method to account for its investments in each of these
companies. Under the equity method, Level 3 reports its
proportionate share of each of Commonwealth Telephone's, RCN's
and Cable Michigan's earnings, even though it has received no
dividends from those companies. Level 3 keeps track of the
carrying value of its investment in each of the C-TEC Companies.
"Carrying value" is the purchase price of the investment, plus
the investor's proportionate share of the investee's earnings,
less the amortized portion of goodwill, less any dividends paid.
Level 3 purchased its C-TEC Companies shares at a premium over
the book value of the underlying net assets. This premium is
being amortized over a period of between 30 to 40 years. At
December 27, 1997 the carrying value of Level 3's Commonwealth
Telephone shares was $75 million, RCN shares was $214 million and
Cable Michigan shares was $46 million.
Description of the C-TEC Companies. RCN is developing
advanced fiber optic networks to provide a wide range of
telecommunications services including local and long distance
telephone, video programming and data services (including high
speed Internet access), primarily to residential customers in
selected markets in the Boston to Washington, D.C. corridor.
Cable Michigan is a cable television operator in the State of
Michigan which, as of December 31, 1997, served approximately
204,000 subscribers. These figures include the approximately
42,000 subscribers served by Mercom, a 62% owned subsidiary of
Cable Michigan. Clustered primarily around the Michigan
communities of Grand Rapids, Traverse City, Lapeer and Monroe
(Mercom), Cable Michigan's systems serve a total of approximately
400 municipalities in suburban markets and small towns.
Commonwealth Telephone Company is a Pennsylvania public utility
providing local telephone service to a 19 county, 5,067 square
mile service territory in Pennsylvania. The telephone company
services approximately 259,000 main access lines. The company
also provides network access, long distance, and billing and
collection services to interexchange carriers. The telephone
company's business customer base is diverse in size as well as
industry, with very little concentration. Commonwealth Long
Distance operates principally in Pennsylvania, providing switched
services and resale of several types of services, using the
networks of several long distance providers on a wholesale basis.
Commonwealth Communications Inc. provides telecommunications
engineering and facilities management services to large corporate
clients, hospitals and universities throughout the Northeastern
United States and sells, installs and maintains PBX systems in
Pennsylvania and New Jersey. In January 1995, C-TEC purchased a
40% equity position in Megacable, Mexico's second largest cable
television operator, serving approximately 174,000 subscribers in
12 cities.
For more information on the business of each of RCN, Cable
Michigan and Commonwealth Telephone, please see the individual
filings of Annual Reports on Form 10-K for each of such companies
as filed with the Securities and Exchange Commission.
COAL MINING
Level 3 is engaged in coal mining through its subsidiary,
Kiewit Coal Properties Inc. ("KCP"). KCP has a 50% interest in
three mines, which are operated by KCP. Decker Coal Company
("Decker") is a joint venture with Western Minerals, Inc., a
subsidiary of The RTZ Corporation PLC. Black Butte Coal Company
("Black Butte") is a joint venture with Bitter Creek Coal
Company, a subsidiary of Union Pacific Resources Group Inc.
Walnut Creek Mining Company ("Walnut Creek") is a general
partnership with Phillips Coal Company, a subsidiary of Phillips
Petroleum Company. The Decker mine is located in southeastern
Montana, the Black Butte mine is in southwestern Wyoming, and the
Walnut Creek mine is in east-central Texas.
Production and Distribution. The coal mines use the surface
mining method. During surface mining operations, topsoil is
removed and stored for later use in land reclamation. After
removal of topsoil, overburden in varying thicknesses is stripped
from above coal seams. Stripping operations are usually conducted
by means of large, earth-moving machines called draglines, or by
fleets of trucks, scrapers and power shovels. The exposed coal
is fractured by blasting and is loaded into haul trucks or onto
overland conveyors for transportation to processing and loading
facilities. Coal delivered by rail from Decker originates on the
Burlington Northern Railroad. Coal delivered by rail from Black
Butte originates on the Union Pacific Railroad. Coal is also
hauled by trucks from Black Butte to the nearby Jim Bridger Power
Plant. Coal is delivered by trucks from Walnut Creek to the
adjacent facilities of the Texas-New Mexico Power Company.
Customers. The coal produced from the KCP mines is sold
primarily to electric utilities, which burn coal in order to
produce steam to generate electricity. Approximately 89% of
sales are made under long-term contracts, and the remainder are
made on the spot market. Approximately 79%, 80% and 80% of KCP's
revenues in 1997, 1996 and 1995, respectively, were derived from
long-term contracts with Commonwealth Edison Company (with Decker
and Black Butte) and The Detroit Edison Company (with Decker).
The primary customer of Walnut Creek is the Texas-New Mexico
Power Company.
Contracts. Customers enter into long-term contracts for
coal primarily to secure a reliable source of supply at a
predictable price. KCP's major long-term contracts have
remaining terms ranging from 1 to 30 years. A majority of KCP's
long-term contracts provide for periodic price adjustments. The
price is typically adjusted through the use of various indices
for items such as materials, supplies, and labor. Other portions
of the price are adjusted for changes in production taxes,
royalties, and changes in cost due to new legislation or
regulation. In most cases, these cost items are directly passed
through to the customer as incurred. In most cases the price is
also adjusted based on the heating content of the coal.
Decker has a sales contract with Detroit Edison Company that
provides for the delivery of a minimum of 36 million tons of low
sulphur coal during the period 1998 through 2005, with annual
shipments ranging from 5.2 million tons in 1998 to 1.7 million
tons in 2005.
KCP and its mining ventures have entered into various
agreements with Commonwealth Edison Company ("Commonwealth"),
which stipulate delivery and payment terms for the sale of coal.
The agreements as amended provide for delivery of 88 million tons
during the period 1998 through 2014, with annual shipments
ranging from 1.8 million tons to 13.1 million tons. These
deliveries include 15 million tons of coal reserves previously
sold to Commonwealth. Since 1993, the amended contract between
Commonwealth and Black Butte provides that Commonwealth's
delivery commitments will be satisfied, not with coal produced
from the Black Butte mine, but with coal purchased from three
unaffiliated mines in the Powder River Basin of Wyoming. The
contract amendment allows Black Butte to purchase alternate
source coal at a price below its production costs, and to pass
the cost savings through to Commonwealth while maintaining the
profit margins available under the original contract.
The contract between Walnut Creek and Texas-New Mexico Power
Company provides for delivery of between 42 and 90 million tons
of coal during the period 1989 through 2027. The actual tons
provided will depend on the number of power units constructed and
operated by TNP. The maximum amount KCP is expecting to ship in
any one year is between 1.6 and 3.2 million tons.
KCP also has other sales commitments, including those with
Sierra Pacific, Idaho Power, Solvay Minerals, Pacific Power &
Light, Minnesota Power, and Mississippi Power, that provide for
the delivery of approximately 13 million tons through 2005.
Coal Production. Coal production began at the Decker, Black
Butte, and Walnut Creek mines in 1972, 1979, and 1989,
respectively. KCP's share of coal mined in 1997 at the Decker,
Black Butte, and Walnut Creek mines was 5.9, 1.0, and .9 million
tons, respectively.
Revenue. KCP's total revenue in 1997 was $222 million.
Revenue attributable to the Decker, Black Butte, and Walnut Creek
entities was $114 million, $89 million, and $17 million,
respectively.
Under a 1992 mine management agreement, KCP pays a KCG
subsidiary an annual fee equal to 30% of KCP's adjusted operating
income. The fee in 1997 was $32 million.
Backlog. At the end of 1997, the backlog of coal to be sold
under KCP's long-term contracts was approximately $1.4 billion,
based on December 1997 market prices. Of this amount, $213
million is expected to be sold in 1998.
Reserves. At the end of 1997, KCP's share of assigned coal
reserves at Decker, Black Butte, and Walnut Creek was 111, 39,
and 31 million tons, respectively. Of these amounts, KCP's share
of the committed reserves of Decker, Black Butte, and Walnut
Creek was 46, 2, and 23 million tons, respectively. Assigned
reserves represent coal that can be mined using KCP's current
mining practices. Committed reserves (excluding alternate source
coal) represent KCP's maximum contractual amounts. These coal
reserve estimates represent total proved and probable reserves.
Leases. The coal reserves and deposits of the mines are
held pursuant to leases with the federal government through the
Bureau of Land Management, with two state governments (Montana
and Wyoming), and with numerous private parties.
Competition. The coal industry is highly competitive. KCP
competes not only with other domestic and foreign coal suppliers,
some of whom are larger and have greater capital resources than
KCP, but also with alternative methods of generating electricity
and alternative energy sources. In 1996, KCP's production
represented 1.5% of total U.S. coal production. Demand for KCP's
coal is affected by economic, political and regulatory factors.
For example, recent "clean air" laws may stimulate demand for low
sulphur coal. KCP's western coal reserves generally have a low
sulphur content (less than one percent) and are currently useful
principally as fuel for coal-fired steam-electric generating
units.
KCP's sales of its western coal, like sales by other western
coal producers, typically provide for delivery to customers at
the mine. A significant portion of the customer's delivered cost
of coal is attributable to transportation costs. Most of the
coal sold from KCP's western mines is currently shipped by rail
to utilities outside Montana and Wyoming. The Decker and Black
Butte mines are each served by a single railroad. Many of their
western coal competitors are served by two railroads and such
competitors' customers often benefit from lower transportation
costs because of competition between railroads for coal hauling
business. Other western coal producers, particularly those in
the Powder River Basin of Wyoming, have lower stripping ratios
(that is, the amount of overburden that must be removed in
proportion to the amount of minable coal) than the Black Butte
and Decker mines, often resulting in lower comparative costs of
production. As a result, KCP's production costs per ton of coal
at the Black Butte and Decker mines can be as much as four and
five times greater than production costs of certain competitors.
KCP's production cost disadvantage has contributed to its
agreement to amend its long-term contract with Commonwealth
Edison Company to provide for delivery of coal from alternate
source mines rather than from Black Butte. Because of these cost
disadvantages, KCP does not expect that it will be able to enter
into long-term coal purchase contracts for Black Butte and Decker
production as the current long-term contracts expire. In
addition, these cost disadvantages may adversely affect KCP's
ability to compete for spot sales in the future.
Environmental Regulation. The Company is required to comply
with various federal, state and local laws and regulations
concerning protection of the environment. KCP's share of land
reclamation expenses in 1997 was $3.6 million. KCP's share of
accrued estimated reclamation costs was $100 million at the end
of 1997. The Company does not expect to make significant capital
expenditures for environmental compliance in 1998. The Company
believes its compliance with environmental protection and land
restoration laws will not affect its competitive position since
its competitors in the mining industry are similarly affected by
such laws.
CALENERGY COMPANY, INC.
CalEnergy develops, owns, and operates electric power
production facilities, particularly those using geothermal
resources, in the United States, the Philippines, and Indonesia.
In December 1996, CalEnergy and Level 3 acquired Northern
Electric plc, an English electric utility company. CalEnergy is
a Delaware corporation formed in 1971 and has its headquarters in
Omaha, Nebraska. CalEnergy common stock is traded on the New
York, Pacific, and London Stock Exchanges. In 1997, CalEnergy
had revenue of $2.3 billion and a net loss of $84 million. At the
end of 1997, CalEnergy had total assets of $7.5 billion, debt of
$3.5 billion, and stockholders' equity of $1.4 billion.
At the end of 1997, Level 3 owned approximately 24% of the
common stock of CalEnergy. Under generally accepted accounting
principles, an investor owning between 20% and 50% of a company's
equity, generally uses the equity method. Under the equity
method, Level 3 reports its proportionate share of CalEnergy's
earnings, even though it has received no dividends from
CalEnergy. Level 3 keeps track of the carrying value of its
CalEnergy investment. "Carrying value" is the purchase price of
the investment, plus the investor's proportionate share of the
investee's earnings, less the amortized portion of goodwill, less
any dividends paid. At December 27, 1997 the carrying value of
Level 3's CalEnergy shares was $337 million. On January 2, 1998,
Level 3 sold its entire interest in CalEnergy along with its
interests in several development projects and Northern Electric
plc. to CalEnergy for approximately $1.16 billion.
OTHER BUSINESSES
SR91 Tollroad. Level 3 has invested $12 million for a 65%
equity interest and $4.3 million loan to California Private
Transportation Company, L.P. which developed, financed, and
currently operates the 91 Express Lanes, a ten mile, four lane
tollroad in Orange County, California. The fully automated
highway uses an electronic toll collection system and variable
pricing to adjust tolls to demand. Capital costs at completion
were $130 million, $110 million of which was funded with limited
recourse debt. Revenue collected over the 35-year franchise
period is used for operating expenses, debt repayment, and profit
distributions. The tollroad opened in December 1995 and achieved
operating break-even in 1996. Approximately 100,000 customers
have registered to use the tollroad and weekday volumes typically
exceed 29,000 vehicles per day.
United Infrastructure Company. UIC was an equal partnership
between Kiewit Infrastructure Corp., a wholly owned subsidiary of
Level 3, and Bechtel Infrastructure Enterprises, Inc.
("Bechtel"). UIC was formed in 1993 to develop North American
infrastructure projects. During 1996, UIC began to focus
primarily on water infrastructure projects, principally through
U.S. Water, a partnership formed with United Utilities PLC, a
U.K. company. As part of the strategic decision to concentrate
on its information services business and the Expansion Plan, on
December 31, 1997 Level 3 sold its entire interest in UIC to
Bechtel for $10 million.
Kiewit Mutual Fund. Kiewit Mutual Fund, a Delaware business
trust and a registered investment company, was formed in 1994.
Initially formed to manage the Company's internal investments,
shares in Kiewit Mutual Fund are now available for purchase by
the general public. The Fund's investors currently include
individuals and unrelated companies, as well as
Company-affiliated joint ventures, pension plans, and
subsidiaries. Kiewit Mutual Fund has six series: Money Market
Portfolio, Government Money Market Portfolio, Short-Term
Government Portfolio, Intermediate-Term Bond Portfolio,
Tax-Exempt Portfolio, and the Equity Portfolio. In February
1997, the Fund adopted a master- feeder structure. Each of the
Portfolios invests in a corresponding series of the Kiewit
Investment Trust, which now manages the underlying securities
holdings. The structure will allow smaller mutual funds and
institutional investors to pool their assets with Kiewit
Investment Trust, providing lower expense ratios for all
participants. The registered investment adviser of Kiewit
Investment Trust is Kiewit Investment Management Corp., a
subsidiary of Level 3 (60%) and KCG (40%). At the end of 1997,
Kiewit Mutual Fund had net assets of $1.3 billion. As part of
the strategic decision to concentrate on its information services
business and the Expansion Plan, it is anticipated that Level 3
will sell its interest in Kiewit Investment Management Corp. to
the Construction Group.
Other. In February 1997, Level 3 purchased an office
building in Aurora, Colorado for $21 million. By investing in
real estate, Level 3 defers taxes on a portion of the $40 million
of taxable gain otherwise recognizable with respect to the
Whitney Benefits litigation settlement in 1995. Level 3 may make
additional real estate investments in 1998 with a view toward
deferring the balance of that taxable gain. Level 3 has also
made investments in several development-stage companies, but does
not expect earnings from these companies in 1998.
GENERAL INFORMATION
Year 2000. The Company. The Company has conducted a review
of its computer systems to identify those systems that could be
affected by the "Year 2000" computer issue, and has developed and
is implementing a plan to resolve the issue. The Year 2000 issue
results from computer programs written with date fields of two
digits, rather than four digits, thus resulting in the inability
of the computer programs to distinguish between the year 1900 and
2000.
The Company expects that its Year 2000 compliance project
will be completed before the Year 2000 date change. During the
execution of this project, the Company has and will continue to
incur internal staff costs as well as consulting and other
expenses. These costs will be expensed, as incurred, in
compliance with GAAP. The expenses associated with this project,
as well as the related potential effect on the Company's earnings
is not expected to have a material effect on its future operating
results or financial condition. There can be no assurance,
however, that the Year 2000 problem will not adversely affect the
Company and its business.
PKSIS. PKS Computer Services, Inc., the computer
outsourcing subsidiary of PKSIS, has developed a comprehensive
approach to address the potential operational risks associated
with the Year 2000, and began to implement remediation plans in
1997. As part of its plans PKS Computer Services is: working
with its key suppliers to verify their operational viability
through the Year 2000; reviewing building infrastructure
components that may be affected by the Year 2000 issue, which
components include fire alarms systems, security systems, and
automated building controls; identifying hardware inventories
that are affected by date logic that is not Year 2000 compliant,
which hardware includes mainframe computers, mid-range computers,
micro-computers, and network hardware. To the extent that
vendors identify items that are not Year 2000 compliant, PKS
Computer Services will work with the hardware vendor to develop a
plan that will enable continuous operations through the Year
2000.
PKS Computer Services is responsible for providing an
operating environment in which its customers applications are
run. As a result, PKS Computer Services will confirm the system
software inventories that it is responsible for managing. PKS
Computer Services will then develop a plan with each of its
customers that indicate that they intend to be customers in the
year 2000 to provide for Year 2000 compliance.
PKS Computer Services believes that many of the required
changes for hardware and operating environments will be included
in the costs that are incurred for annual maintenance.
PKS Systems Integration LLC provides a wide variety of
information technology services to its customers. In fiscal year
1997 approximately 80% of the revenue generated by PKSIS related
to projects involving Year 2000 assessment and renovation
services performed by PKS Systems Integration for its customers.
These contracts generally require PKS Systems Integration to
identify date affected fields in certain application software of
its customers and, in many cases, PKS Systems Integration
undertakes efforts to remediate those date-affected fields so
that the applicable applications are able to process date-related
information occurring on or before the Year 2000. Thus, Year
2000 issues affect many of the services PKS Systems Integration
provides to its customers. This exposes PKS Systems Integration
to potential risks that may include problems with services
provided by PKS Systems Integration to its customers and the
potential for claims arising under PKS Systems Integration
customer contracts. PKS Systems Integration attempts to
contractually limit its exposure to liability for Year 2000
compliance issues. However, there can be no assurance as to the
effectiveness of such contractual limitations.
The expenses associated with this project by PKSIS, as well
as the related potential effect on PKSIS's earnings is not
expected to have a material effect on its future operating
results or financial condition. There can be no assurance,
however, that the Year 2000 problem, and any loss incurred by any
customers of PKSIS as a result of the Year 2000 problem will not
materially and adversely affect PKSIS and its business.
Environmental Protection. Compliance with federal, state,
and local provisions regulating the discharge of materials into
the environment, or otherwise relating to the protection of the
environment, has not and is not expected to have a material
effect upon the capital expenditures, earnings, or competitive
position of the Company and its subsidiaries.
Employees. At the end of 1997, the Company and its
majority-owned subsidiaries employed approximately 17,700 people
- - 16,200 in construction and materials operations, 500 by coal
mining companies, 800 at PKSIS, and 200 in corporate and Level 3
positions. This does not include the employees of the C-TEC
Companies.
ITEM 2. PROPERTIES.
The properties used in the construction segment are
described under a separate heading in Item 1 above. Properties
relating to the Company's coal mining segment are described as
part of the general business description of the coal mining
business. Level 3 has announced that it has acquired 46 acres in
the Northwest corner of the Interlocken office park and will
build a campus facility that is expected to eventually encompass
over 500,000 square feet of office space. Interlocken is located
within the City of Broomfield, Colorado, and within Boulder
County, Colorado. It is anticipated that the first phase of this
facility will be constructed by the end of June 1999. In
addition, Level 3 has leased approximately 50,000 square feet of
temporary office space in Louisville, Colorado to allow for the
relocation of the majority of its employees (other than those of
PKSIS) while its permanent facilities are under construction.
The Company considers its properties to be adequate for its
present and foreseeable requirements.
ITEM 3. LEGAL PROCEEDINGS.
General. The Company and its subsidiaries are parties to
many pending legal proceedings. Management believes that any
resulting liabilities for legal proceedings, beyond amounts
reserved, will not materially affect the Company's financial
condition, future results of operations, or future cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
At a special meeting of stockholders held on December 8,
1997, the following matters were submitted to a vote.
1. Ratification of the decision of the PKS Board to
separate the construction business of PKS and the diversified
business of PKS into two independent companies through the
declaration of a dividend of eight-tenths of one share of newly
created Class R Convertible Common Stock, par value $.01 per
share ("Class R stock"), of PKS with respect to each outstanding
share of Class C Construction & Mining Group Restricted
Redeemable Convertible Exchangeable Common Stock, par value
$.0625 per share ("Class C stock"), of PKS, and mandatory
exchange of each outstanding share of Class C stock for one
outstanding share of Common Stock, par value $.01 per share, of
PKS Holdings, Inc. (collectively, the "Transaction").
Class C stock Class D stock
Affirmative votes: 9,031,714 21,673,495
Negative votes: 30,926 185,412
Abstentions: 11,020 64,227
2. Approval of amendments to the PKS Certificate (the
"Initial Certificate Amendments"), to: (i) create the Class R
Stock to be distributed in the Transaction; (ii) increase from
50,000,000 to 500,000,000 the number of shares of Class D
Diversified Group Convertible Exchangeable Common Stock, par
value $.0625 per share ("Class D stock"), which PKS is authorized
to issue; (iii) designate 10 shares of Class D stock as "Class D
Stock, Non-Redeemable Series"; and (iv) eliminate the requirement
that the Certificate of Incorporation of PKS Holdings as in
effect at the time of the Share Exchange be substantially similar
to the PKS Certificate.
Class C stock Class D stock
Affirmative votes: 9,030,927 21,735,628
Negative votes: 28,676 147,676
Abstentions: 14,057 39,830
3. Approval of amendments to the PKS Certificate to be
effected only if the Transaction is consummated, to: (i)
redesignate Class D stock as "Common Stock, par value $.01 per
share", and Class D Stock, Non-Redeemable Series as "Common
Stock, Non-Redeemable Series"; (ii) authorize the issuance of
series of preferred stock, the terms of which are to be
determined by the board of directors; (iii) modify the repurchase
rights to which the holders of Class D stock are entitled; (iv)
delete the provisions regarding Class C stock; (v) classify the
board of directors; (vi) prohibit stockholder action by written
consent; (vii) empower the board of directors, exclusively, to
call special meetings of the stockholders; (viii) require a
supermajority vote of stockholders to amend the by-laws; and (ix)
make certain other non-substantive changes consistent with the
implementation of the foregoing.
Class C stock Class D stock
Affirmative votes: 9,011,554 21,472,115
Negative votes: 30,696 381,726
Abstentions: 31,410 69,293
4. Approval of the amendment and restatement of the Peter
Kiewit Sons', Inc. 1995 Class D stock Plan.
Class C stock Class D stock
Affirmative votes: 8,958,084 21,268,757
Negative votes: 70,566 536,914
Abstentions: 45,010 117,463
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The table below shows information as of March 15,April 27, 1998 about
each director and executive officer of the Company, including his
business experience during the past five years.
The Company's
directors and officers are elected annually and each was elected
on June 7, 1997 to serve until his successor is elected and
qualified or until his death, resignation or removal.
Name Business Experience Age PKS Director SincePosition
Walter Scott, Jr.* 66 Chairman of the Board
James Q. Crowe 48 President, Chief Executive Officer and 66 09/27/79-Director
R. Douglas Bradbury 47 Executive Vice President, Chief Financial Officer
and Director
Kevin J. O'Hara 37 Executive Vice President and Chief Operating Officer
Terrence J. Ferguson 55 Senior Vice President, General Counsel and Secretary
Robert B. Daugherty 75 Director
William L. Grewcock 72 Director
Charles M. Harper 70 Director
Richard R. Jaros 46 Director
Robert E. Julian 58 Director
David C. McCourt 40 Director
Kenneth E. Stinson 55 Director
Michael B. Yanney 63 Director
Walter Scott, Jr. has been the Chairman President,of the Board of the
Company since September 1979, and a director of the Company since
April 1964. Mr. Scott has been Chairman Emeritus of New PKS
(for more 04/22/64- Director
thansince the past five years);Split-Off. Mr. Scott is also a director of Berkshire
Hathaway Inc., Burlington Resources Inc., CalEnergy Company, Inc.
("CalEnergy"), ConAgra, Inc., Commonwealth Telephone
Enterprises Inc. ("Commonwealth Telephone"), RCN Corporation
("RCN"), U.S. Bancorp and Valmont Industries, Inc.
Peter Kiewit, Jr. Attorney,James Q. Crowe has been the President and Chief Executive
Officer of counselthe Company since August 1997, and a director of the
Company since June 1993. Mr. Crowe was President and Chief
Executive Officer of MFS Communications Company, Inc. ("MFS")
from June 1993 to June 1997. Mr. Crowe also served as Chairman
of the 71 01/13/66
law firmBoard of Gallagher &
KennedyWorldCom, Inc. ("WorldCom") from January 1997
until July 1997, and as Chairman of Phoenix, Arizona
(forthe Board of MFS from 1992
through 1996. Mr. Crowe is presently a director of Commonwealth
Telephone, RCN and InaCom Communications, Inc.
R. Douglas Bradbury has been Executive Vice President and
Chief Financial Officer of the Company since August 1997 and a
director of the Company since March 1998. Mr. Bradbury served as
Chief Financial Officer of MFS from 1992 to 1996, Senior Vice
President of MFS from 1992 to 1995, and Executive Vice President
of MFS from 1995 to 1996.
Kevin J. O'Hara has been Executive Vice President of the
Company since August 1997, and Chief Operating Officer of the
Company since March 1998. Prior to that, Mr. O'Hara served as
President and Chief Executive Officer of MFS Global Network
Services, Inc. from 1995 to 1997, and as Senior Vice President of
MFS and President of MFS Development, Inc. from October 1992 to
August 1995. From 1990 to 1992, he was a Vice President of MFS
Telecom, Inc. ("MFS Telecom").
Terrence J. Ferguson has been Senior Vice President, General
Counsel and Secretary of the Company since August 1997. Prior to
that he was a Senior Vice President of MFS from September 1992 to
February 1997, General Counsel from January 1992 to February 1997
and Secretary from November 1991 to February 1997.
Robert B. Daugherty has been a director of the Company since
January 1986. Mr. Daugherty has been a Director of Valmont
Industries, Inc. for more than the past five years)
William L. Grewcock* Vice Chairman, PKS (for more 72 01/11/68
than the past five years)
Robert B. Daugherty Director (andyears, and formerly
75 01/08/86was Chairman of the Board and Chief Executive Officer)Officer of Valmont
Industries, Inc.
(forWilliam L. Grewcock has been a director of the Company since
January 1968. Prior to the Split-Off, Mr. Grewcock was Vice
Chairman of the Company for more than the past
five years)years.
Charles M. Harper Formerhas been a director of the Company since
January 1986. Mr. Harper was Chairman of the 69 01/08/86
Board of RJR
Nabisco Holdings Corp. ("RJR Nabisco") from May 1993 to May
1996 and Chief Executive Officer of RJR Nabisco Holdings Corp. Currently
a director (and formerlyfrom May 1993 to
December 1995. Prior to that, Mr. Harper was Chairman of the
Board and Chief Executive Officer)Officer of ConAgra, Inc. and alsoMr. Harper is
currently a director of ConAgra, Inc., E.I. DuPont de Nemours and
Company, Norwest Corp.Corporation and Valmont Industries, Inc.
Kenneth E. Stinson*Richard R. Jaros has been a director of the Company since
June 1993 and served as President of the Company from 1996 to
1997. Mr. Jaros served as Executive Vice President 55 01/07/87of the
Company from 1993 to 1997 and Chief Financial Officer of the
Company from 1995 to 1997. He also served as President and Chief
Operating Officer of CalEnergy from 1992 to 1993, and is
presently a director of CalEnergy, Commonwealth Telephone and
RCN.
Robert E. Julian has been a director of the Company since
March 31, 1998. Mr. Julian has also been Chairman of the Board
of PKSIS since 1995. From 1992 to 1995 Mr. Julian served as
Executive Vice President and Chief Financial Officer of the
Company.
David C. McCourt has been a director of the Company since
March 31, 1998. Mr. McCourt has also served as Chairman and
Chief Executive Officer of Commonwealth Telephone, Cable
Michigan, Inc. and RCN since October 1997. From 1993 to 1997 Mr.
McCourt served as Chairman of the Board and Chief Executive
Officer of C-TEC Corporation. Mr. McCourt is also a director of
Mercom, Inc.
Kenneth E. Stinson has been a director of the Company since
January 1987. Mr. Stinson has been Chairman of the Board and
Chief Executive Officer of New PKS (forsince the Split-Off. Prior to
the Split-Off, Mr. Stinson was Executive Vice President of the
Company for more than the pastlast five years); Chairman
since 1993) and CEO (since
1992), KCG;years. Mr. Stinson is also a
director of ConAgra, Inc. and Valmont Industries, Inc.
Richard Geary*Michael B. Yanney has been a director of the Company since
March 31, 1998. He has served as Chairman of the Board,
President and Chief Executive Officer of America First Companies
L.L.C. for more than the last five years. Mr. Yanney is also a
director of Burlington Northern Santa Fe Corporation, RCN, Forest
Oil Corporation and Mid-America Apartment Communities, Inc.
ITEM 11. COMPENSATION
1997 Executive Officer and Director Compensation
The table below shows the annual compensation of the chief
executive officer and the next four most highly compensated
executive officers of the Company for the 1997 fiscal year (the
"Named Executive Officers").
Annual Compensation
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
Walter Scott, Jr.
Chief Executive Officer 1997 872,551 2,000,000 191,109(1)
1996 715,000 2,000,000 276,400
1995 630,000 1,250,000 157,800
Kenneth E. Stinson
Executive Vice
President 62 04/29/88
KCG;1997 476,669 1,500,000
1996 402,500 900,000
1995 351,300 600,000
Richard Geary
Executive Vice
President of KCG 1997 285,919 770,000
1996 270,750 600,000
1995 252,800 525,000
George B. Toll, Jr.
Executive Vice
President of KCG 1997 257,705 650,000
1996 231,250 500,000
1995 201,250 400,000
Allan K. Kirkwood
Senior Vice President of
Kiewit Pacific Co., a
KCG construction subsidiary (for more1997 221,250 360,000
1996 192,350 310,000
1995 166,150 240,000
(1) Other Annual Compensation means perquisites and other
personal benefits received by each of the Named
Executive Officers, if over $50,000. The only
reportable amounts are the non-business use of Company
aircraft attributable to Mr. Scott. Aircraft usage
values are calculated under federal income tax
regulations and are reported as taxable income by Mr.
Scott.
Each of the Named Executive Officers other than Mr. Scott
set forth above is now employed by New PKS and is no longer an
officer of the past five years)
George B. Toll, Jr.* Executive Vice President, 61 06/05/93
KCG (since 1994); Vice
President, Kiewit
Pacific Co., a KCG
construction subsidiary
(1992-1994)
James Q. Crowe* President and Chief 48 06/05/93
Executive Officer,
Level 3 (since August 1,
1997);Company. Mr. Scott continues as Chairman of the
Board WorldCom, Inc., an
International
telecommunications company
(January 1997-July 1997);
Chairman of the Board, MFS
Communications Company, Inc.,
an international
telecommunications company
(1992-1996) (MFS was a
Diversified Group subsidiary
until 1995); also a directorbut is no longer the Chief Executive
Officer of Commonwealth Telephone
Enterprises, Inc., RCN
Corporation, and InaCom
Communications, Inc.the Company. Richard R. Jaros, who resigned as an
Executive Vice President 46 06/05/93
(1993-1997)of the Company effective July 31, 1997,
received a salary of $458,574 and Chief
Financial Officer (1995-1997),
PKS; Presidenta bonus of Level 3
(1996-1997); President$262,350 for fiscal
year 1997. Messrs. Crowe, Bradbury, O'Hara and COO of CalEnergy (1992-1993);
also a director of CalEnergy,
Commonwealth Telephone
Enterprises, Inc., RCN
Corporation and WorldCom, Inc.
Richard W. Colf* Vice President, Kiewit 54 06/03/95
Pacific Co., a KCG
construction subsidiary
(for more thanFerguson, the
past
five years)
Bruce E. Grewcock* Executive Vice President, 44 06/04/94
KCG (since 1996); Chairman
(since 1996), President
(1992-1996) and Sr. Vice
President (1992) of Kiewit
Mining Group Inc.; also a
director of Kinross Gold
Corporation
Tait P. Johnson* President, Gilbert 48 06/03/95
Industrial Corporation, a
KCG construction subsidiary
(for more than the past five
years); President (1992-1996),
Gilbert Southern Corp., a KCG
construction subsidiary
Allan K. Kirkwood* Senior Vice President, 54 06/07/97
Kiewit Pacific Co., a KCG
construction subsidiary
(for more than the past
five years)
Identified by asterisks are the ten persons currently
serving asfour current executive officers of PKS. Executive officers are
those directorsthe Company who arewere employed
by PKS or its subsidiaries.
Bruce E. Grewcock is the sonCompany during 1997, were paid salaries for 1997 of
William L. Grewcock.
The PKS Board has$144,129, $102,564, $82,051 and $52,019 respectively, and no
other reportable compensation, during 1997. Each such executive
officer was employed by the Company for only part of fiscal year
1997.
During 1997, each of the directors of the Company who were
not employed by the Company during 1997 received directors fees
consisting of an Audit Committee, aannual retainer of $30,000 (pro-rated in the
case of Mr. Crowe, who was employed by the Company for part of
1997) and fees of $1,200 per board meeting and $1,500 for the
annual shareholder's meeting.
Compensation Committee Interlocks and an Executive Committee.
The AuditInsider Participation
Prior to the Split-Off, the Compensation Committee members are Messrs. Johnson, Kirkwood
and Kiewit. The functions of the
Audit Committee are to
recommend the selectionCompany consisted of the independent auditors; review the
resultsMessrs. Daugherty and Harper and Mr. Peter
Kiewit, Jr., none of the annual audit; inquire into important internal
control, accounting and financial matters; and report and make
recommendations to the full PKS Board. The Audit Committee had
four meetings in 1997.
The Compensation Committee members arewhom is an officer or employee of PKS. Each
of Messrs. Daugherty, Harper and Kiewit purchased Common Stock
from PKS in 1997. See "Certain Relationships and Related
Transactions."
After the Split-Off, the Compensation Committee of the
Company consists of Messrs. Yanney, McCourt and Jaros, none of
whom are employees of PKS. This
committee reviews the compensationis an officer or employee of the executive officersCompany. Each of PKS. This committee has also assumedMessrs.
Yanney and McCourt purchased Common Stock from the functions of the former
Management Compensation Committee, the purpose of which was to
review the compensation, securities ownership, and benefits of
the employees of PKS other than its executive officers. The
Compensation Committee had one formal meetingCompany in
1997. Mr. Jaros has entered into a separation agreement with the
Company, pursuant to which, among other things, he has received
certain severance payments. See "Certain Relationships and
Related Transactions."
Change in Control Arrangements
The Executive Committee members are Messrs. Scott
(Chairman), William Grewcock, Stinson, and Crowe. This committee
exercises the powers of the PKS Board between meetings of the PKS
Board, except powers assigned to other committees. During 1997,
the Executive Committee had no formal meetings, acted by written
consent action in lieu of a meeting on two occasions, and had
several informal meetings.
PKS does not have a nominating committee. The PKS
CertificateCompany's 1995 Stock Plan (the "Plan") provides that
the incumbent directors elected by
holders of Class C Stock may nominateupon a slate of Class C
directors to be elected by holders of Class C Stock and the
incumbent directors elected by holders of Class D Stock may
nominate a slate of directors to be elected by holders of Class D
Stock, for election at the annual meeting of stockholders.
The PKS Board had six formal meetingschange in 1997 and acted by
written consent action on six occasions. In 1997, no director
attended less than 75% of the meetings of the PKS Board and the
committees of which he was a member.
Directors who are employees of PKS or its subsidiaries do
not receive directors' fees. Non-employee directors are paid
annual directors' fees of $30,000, plus $1,200 for attending each
meeting of the PKS Board, and $1,200 for attending each meeting
of a committee of the PKS Board.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information. As of December 27, 1997, the Company's
common stock is not listed on any national securities exchange or
the Nasdaq National Market. However, the Class D stock is
currently quoted on the National Association of Securities
Dealers, Inc.'s OTC Bulletin Board. During the fourth quarter of
1997, the only quarter during which this trading occurred, the
range of the high and low bid information for the Class D stock
was $24.60 to $29.00. The Company has announced that the common
stock of Level 3 Communications, Inc. (renamed from Peter Kiewit
Sons', Inc. in connection with the Transaction) will begin
trading on the Nasdaq National Market on April 1, 1998.
Company Repurchase Duty. Pursuant to the current terms of
the PKS Certificate, the Company is generally required to
repurchase shares at a formula price upon demand. Under the PKS
Certificate effective January 1992, the Company has three classes
of common stock: Class B Construction & Mining Group Nonvoting
Restricted Redeemable Convertible Exchangeable Common Stock
("Class B"), Class C stock, and Class D stock. There are no
outstanding Class B stock; the last Class B stock were converted
into Class D stock on January 1, 1997. Class C stock can be
issued only to Company employees and can be resold only to the
Company at a formula price based on the year-end book value of
the Construction Group. The Company is generally required to
repurchase Class C stock for cash upon stockholder demand. Class
D stock has a formula price based on the year-end book value of
the Diversified Group. The Company must generally repurchase
Class D stock for cash upon stockholder demand at the formula
price, unless the Class D stock become publicly traded.
Formula values. The formula price of the Class D stock is
based on the book value of Level 3 and its subsidiaries, plus
one-half of the book value, on a stand-alone basis, of the parent
company, PKS. The formula price of the Class C stock is based on
the book value of the Construction Group and its subsidiaries,
plus one-half of the book value of the unconsolidated parent
company. A significant element of the Class C formula price is
the subtraction of the book value of property, plant, and
equipment used in construction activities ($122 million in 1997).
Conversion. Under the PKS Certificate, Class C stock is
convertible into Class D stock at the end of each year. Between
October 15 and December 15 of each year a Class C stockholder may
elect to convert some or all of his or her shares. Conversion
occurs on the following January 1. The conversion ratio is the
relative formula prices of Class C and Class D stock determined
as of the last Saturday in December, that is, the last day in the
Company's fiscal year. Class D stock may be converted into Class
C stock only as part of an annual offering of Class C stock to
employees. Instead of purchasing the offered shares for cash, an
employee owning Class D stock may convert such shares into Class
C stock at the applicable conversion ratio.
Restrictions. Ownership of Class C stock is generally
restricted to active Company employees. Upon retirement,
termination of employment, or death, Class C stock must be resold
to the Company at the applicable formula price, but may be
converted into Class D stock if the terminating event occurs
during the annual conversion period. Class D stock is not
subject to ownership or transfer restrictions.
Dividends and Prices. During 1996 and 1997 the Company
declared or paid the following dividends on its common stock.
The table also shows the stock price after each dividend payment
or other valuation event.
Dividend Dividend
Declared Dividend Paid Per Share Class Price Adjusted Stock Price
Oct. 27, 1995 Jan. 5, 1996 $0.60 C Dec. 30, 1995 $32.40
Apr. 26, 1996 May 1, 1996 0.60 C May 1, 1996 31.80
Oct. 25, 1996 Jan. 4, 1997 0.70 C Dec. 28, 1996 40.70
Apr. 23, 1997 May 1, 1997 0.70 C May 1, 1997 40.00
Oct. 22, 1997 Jan. 5, 1998 0.80 C Dec. 27, 1997 51.20
Oct. 27, 1995 Jan. 5, 1996 0.50 D Dec. 30, 1995 9.90*
Oct. 25, 1996 Jan. 4, 1997 0.50 D Dec. 28, 1996 10.85*
D Dec. 27, 1997 11.65*
* All stock prices for the Class D stock reflect a dividend of
four shares of Class D stock for each outstanding share of Class
D stock that was effective on December 26, 1997.
The Company's current dividend policy is to pay a regular
dividend on Class C stock of about 15% to 20% of the prior year's
ordinary earnings of the Construction Group, with any special
dividends to be based on extraordinary earnings. Although the
PKS Board announced in August 1993 that the Company did not
intend to pay regular dividends on Class D stock for the
foreseeable future, the PKS Board declared a special dividend of
$0.50 per share of Class D stock in both October 1995 and 1996.
A dividend of 4 shares of Class D Stock for each share of
Class D Stock was effected on December 26, 1997.
Stockholders. On March 15, 1998, and after giving effect to
a dividend of 4 shares of Class D Stock for each outstanding
share of Class D stock effected on December 26, 1997, the Company
had the following numbers of stockholders and outstanding shares
for each class of its common stock:
Class of Stock Stockholders Shares Outstanding
B - -
C 996 7,681,020
D 2,121 146,943,752
Recent Sales of Unregistered Securities. On April 1, 1997,
the Company sold 10,000 shares of Class D stock to Charles Harper
and Robert Daugherty and 8,000 shares of Class D stock to Peter
Kiewit Jr. at a sale price of $49.50 per share. Each of Messrs
Harper, Daugherty and Kiewit are members of the PKS Board of
Directors. The sale was effected pursuant to an exemption from
registration under the Securities Act of 1933 contained in
Section 4(2) of such Act.
ITEM 6. SELECTED FINANCIAL DATA.
PETER KIEWIT SONS', INC.
SELECTED CONSOLIDATED FINANCIAL DATA
The Selected Financial Data of Peter Kiewit Sons', Inc., the
Kiewit Construction & Mining Group ("C Stock") and the
Diversified Group ("D Stock") appear below and on the next two
pages. The consolidated data of PKS are presented below with the
exception of per common share data which is presented in the
Selected Financial Data of the respective Groups.
(dollars in millions, Fiscal Year Ended
except per share amounts) 1997 1996 1995 1994 1993
Results of Operations:
Revenue (1) $ 332 $ 652 $ 580 $ 537 $ 267
Earnings from continuing
operations 83 104 126 28 174
Net earnings (2) 248 221 244 110 261
Financial Position:
Total assets (1) 2,779 3,066 2,945 4,048 3,236
Current portion of
long-term debt (1) 3 57 40 30 11
Long-term debt, less
current portion (1) 137 320 361 899 452
Stockholders' equity (3) 2,230 1,819 1,607 1,736 1,671
(1) In October 1993, the Company acquired 35% of the outstanding
shares of C-TEC Corporation that had 57% of the available
voting rights. On December 28, 1996 the Company owned 48%
of the outstanding shares and 62% of the voting rights.
As a result of the C-TEC restructuring, the Company owns less
than 50% of the outstanding shares and voting rights of the
three entities, and therefore accounted for each entity using
the equity method in 1997. The Company consolidated C-TEC
from 1993 through 1996.
The financial position and results of operations of Kiewit
Construction & Mining Group have been classified as
discontinued operations due to the pending spin-off from
Peter Kiewit Sons', Inc.
In September 1995, the Company dividended its investment in
MFS to Class D shareholders. MFS' results of operations have
been classified as a single line item on the statements of
earnings. MFS is consolidated in the 1993 and 1994 balance
sheets.
In January 1994, MFS, issued $500 million of 9.375% Senior
Discount Notes.
In September 1997, Level 3 agreed to sell its energy segment to
CalEnergy Company, Inc. The transaction closed on January 2,
1998.
(2) In 1993, through two public offerings, the Company sold 29%
of its subsidiary, MFS, resulting in a $137 million after-tax
gain. In 1995 and 1994, additional MFS stock transactions
resulted in $2 million and $35 million after-tax gains to the
Company and reduced its ownership in MFS to 66% and 67%.
(3) The aggregate redemption value of common stock at December
27, 1997 was $2.1 billion.
KIEWIT CONSTRUCTION & MINING GROUP
SELECTED FINANCIAL DATA
The following selected financial data for each of the years in
the period 1993 to 1997 have been derived from audited financial
statements. The historical financial information for the Kiewit
Construction & Mining and Diversified Groups supplements the
consolidated financial information of PKS and, taken together,
includes all accounts which comprise the corresponding
consolidated financial information of PKS.
(dollars in millions, Fiscal Year Ended
except per share amounts) 1997 1996 1995 1994 1993
Results of Operations:
Revenue $ 2,764 $ 2,303 $ 2,330 $ 2,175 $ 1,783
Net earnings 155 108 104 77 80
Per Common Share:
Net earnings
Basic 15.99 10.13 7.78 4.92 4.63
Diluted 15.35 9.76 7.62 4.86 4.59
Dividends (1) 1.50 1.30 1.05 0.90 0.70
Stock price (2) 51.20 40.70 32.40 25.55 22.35
Book value 64.38 51.02 42.90 31.39 27.43
Financial Position:
Total assets 1,341 1,038 976 967 889
Current portion of
long-term debt 5 - 2 3 4
Long-term debt, less
current portion 22 12 9 9 10
Stockholders' equity (3) 652 562 467 505 480
(1) The 1997, 1996, 1995, 1994 and 1993 dividends include $.80,
$.70, $.60, $.45 and $.40 for dividends declared in 1997,
1996, 1995, 1994 and 1993, respectively, but paid in
January of the subsequent year.
(2) Pursuant to the Certificate of Incorporation, the stock
price calculation is computed annually at the end of the
fiscal year.
(3) Ownership of the Class C Stock is restricted to certain
employees conditioned upon the execution of repurchase
agreements which restrict the employees from transferring
the stock. PKS is generally committed to purchase all
Class C Stock at the amount computed, when put to PKS by a
stockholder, pursuant to the Certificate of Incorporation.
The aggregate redemption value of the Class C Stock at
December 27, 1997 was $527 million.
DIVERSIFIED GROUP
SELECTED FINANCIAL DATA
The following selected financial data for each of the years in
the period 1993 to 1997 have been derived from audited financial
statements. The historical financial information for the
Diversified Group and Kiewit Construction & Mining Group
supplements the consolidated financial information of PKS and,
taken together, includes all accounts which comprise the
corresponding consolidated financial information of PKS.
(dollars in millions, Fiscal Year Ended
except per share amounts) 1997 1996 1995 1994 1993
Results of Operations:
Revenue (1) $ 332 $ 652 $ 580 $ 537 $ 267
Earnings from continuing operations 83 104 126 28 174
Net earnings (2) 93 113 140 33 181
Per Common Share:
Earnings from continuing operations
Basic .66 .90 1.17 .27 1.74
Diluted .66 .90 1.17 .27 1.74
Net earnings
Basic .74 .97 1.29 1.32 1.82
Diluted .74 .97 1.29 1.32 1.81
Dividends (3) - .10 .10 - .10
Stock price (4) 11.65 10.85 9.90 12.05 11.88
Book value 11.65 10.85 9.90 12.07 11.90
Financial Position:
Total assets (1) 2,127 2,504 2,478 3,543 2,756
Current portion of long-term debt (1) 3 57 40 30 11
Long-term debt,less current portion (1) 137 320 361 899 452
Stockholders' equity (5) 1,578 1,257 1,140 1,231 1,191
(1) In October 1993, the Group acquired 35% of the outstanding
shares of C-TEC Corporation that had 57% of the available
voting rights. At December 28, 1996, the Group owned 48% of
the outstanding shares and 62% of the voting rights.
As a result of the C-TEC restructuring, the Group owns less
than 50% of the outstanding shares and voting rights of each
of the three entities, and therefore accounted for each
entity using the equity method in 1997. The Company
consolidated C-TEC from 1993 to 1996.
In September 1995, the Group dividended its investment in MFS to
Class D shareholders. MFS' results of operations have been
classified as a single line item on the statements of
earnings. MFS is consolidated in the 1993 and 1994 balance
sheets.
In January 1994, MFS issued $500 million of 9.375% Senior
Discount Notes.
In September 1997, the Group agreed to sell its energy segment
to CalEnergy Company, Inc. The transaction closed on January
2, 1998.
(2) In 1993, through two public offerings, the Group sold 29% of
MFS, resulting in a $137 million after-tax gain. In 1995 and
1994, additional MFS stock transactions resulted in $2
million and $35 million after-tax gains to the Group and
reduced its ownership in MFS to 66% and 67%.
(3) The 1996, 1995 and 1993 dividends include $.10 for
dividends declared in 1996, 1995 and 1993 but paid in
January of the subsequent year.
(4) Pursuant to the Certificate of Incorporation, the stock price
calculation is computed annually at the end of the fiscal
year.
(5) Unless Class D Stock becomes publicly traded, PKS is
generally committed to purchase all Class D Stock at the
amount computed, in accordance with the Certificate of
Incorporation, when put to PKS by a stockholder. The
aggregate redemption value of the Class D Stock at December
27, 1997 was $1,578 million.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALLYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This item contains information about Peter Kiewit Sons', Inc.
(the "Company") as a whole. Separate reports containing
management's discussion and analysis of financial condition and
results of operations for the Kiewit Construction & Mining Group
and Diversified Group have been filed as Exhibits 99.A
and 99.B to this Form 10-K. A copy of Exhibit 99.A will be
furnished without charge upon the written request of a
stockholder addressed to: Stock Registrar, Peter Kiewit Sons',
Inc., 1000 Kiewit Plaza, Omaha, Nebraska 68131. Exhibit 99.B
can be obtained by contacting Investor Relations, Level 3 Communications,
Inc., 3555 Farnam Street, Omaha, Nebraska 68131.
The following discussion of Results of Operations should be
read in conjunction with the segment information contained in
Note 13 of the Consolidated Financial Statements.
This document contains forward looking statements and
information that are based on the beliefs of management as well
as assumptions made by and information currently available to the
Company. When used in this document, the words "anticipate",
"believe", "estimate" and "expect" and similar expressions, as
they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the
current viewscontrol of the Company with respect to future events and
are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this document.
Results of Operations 1997 vs. 1996
Coal Mining. Revenue from the Group's coal mines declined 5%
in 1997 compared to 1996. Alternate source coal revenue declined
by $16 million in 1997. The mine's primary customer,
Commonwealth Edison, accelerated its contractual commitments in
1996 for alternate source, thus reducing its obligations in 1997.
In addition to the decline in tonnage shipped, the price of coal
sold to Commonwealth declined 1%. Revenue attributable to other
contracts increased by approximately $4 million. The actual
amount of coal shipped to these customers increased 5% in 1997,
but the price at which it was sold was 4% lower than 1996.
Margin, as a percentage of revenue, declined 11% from 1996 to
1997. Margins in 1996 were higher than normal due to the
additional high margin alternate source coal sold to Commonwealth
in 1996 and the refund of premiums from a captive insurance
company that insured against black lung disease. The decline in
Commonwealth shipments and an overall decline in average selling
price, adversely affected the results for 1997. If current
market conditions continue, the Group expects a decline in coal
revenue and earnings after 1998 as certain long-term contracts
begin to expire.
Information Services. Revenue increased by 126% to $94
million in 1997 from $42 million in 1996. Revenue from computer
outsourcing services increased 20% to $49 million in 1997 from
$41 million in 1996. The increase was due to new computer
outsourcing contracts signed in 1997. Revenue for systems
integration grew to $45 million in 1997 from less than $1 million
in 1996. Strong demand for Year 2000 renovation services fueled
the growth for systems integration's revenues.
Margin, as a percent of revenue, decreased to 28% in 1997 from
41% in 1996 for the computer outsourcing business. The reduction
of the gross margin was due to up-front migration costs
associated with new contracts and significant increases in
personnel costs due to the tightening supply of computer
professionals. Gross margin for the systems integration business
was approximately 40% in 1997. A comparison to 1996 gross margin
is not meaningful due to the start-up nature of the business.
General and Administrative Expenses. Excluding C-TEC,
general and administrative expenses increased 20% to $114 million
in 1997. The increase was primarily attributable to a $41
million increase(as defined in the information services business' generalPlan),
(i) all awards under the Plan shall become immediately vested and
administrative expenses. The majority of(ii) the increase is
attributable to additional compensation expense that was incurred
due toCommittee may cancel any outstanding awards under the
conversion of a subsidiary's optionPlan upon ten days' advance written notice, and SAR plans to the
Class D Stock option plan. The remainder of the increase relates to
the increased expenses for new sales offices established in 1997 for the
systems integration business and the additional personnel hired in 1997
to implement the expansion plan.
Exclusive of the information services business, general and
administrative expenses decreased 26% to $62 million in 1997. A
decrease in professional services and the mine management fees
were partially offset by increased compensation expense. Due to
the favorable resolution of certain environmental and legal
matters, costs that were previously accrued for these issues were
reversed in 1997. Partially offsetting this reduction were
legal, tax and consulting expenses associated with the CalEnergy
transaction and the separation of the Construction and Mining
Group and Diversified Group.
Equity Losses. The losses for the Group's equity investments
increased from $9 million in 1996 to $43 million in 1997. Had
the C-TEC entities been accounted for using the equity method in
1996, the losses would have increased to $13 million. The
expenses associated with the deployment and marketing of the
advanced fiber networks in New York, Boston and Washington D.C.,
and the costs incurred in connection with the buyout of a
marketing contract with minority shareholders are primarily
responsible for the increase in equity losses attributable to RCN
from $6 million in 1996 to $26 million in 1997. The Group's
share of Cable Michigan's losses decreased to $6 million in 1997
from $8 million in 1996. This improvement is attributable to the
gains recognized on the sale of Cable Michigan's Florida cable
systems. Commonwealth Telephone's earnings were consistent with
that of 1996. The Group recorded equity earnings of $9 million
in each year attributable to Commonwealth Telephone. The Group
also recorded equity losses attributable to several developing
businesses.
Investment Income. Investment income increased 7% in 1997
after excluding C-TEC's $14 million of investment income in 1996.
Gains recognized on the sale of marketable securities, primarily
within the Kiewit Mutual Fund ("KMF"), increased from $3 million
in 1996 to $9 million in 1997. In 1997, KMF repositioned the
securities within its portfolios to more closely track the
overall market. Partially offsetting these additional gains was
a decline in interest income due to an overall reduction of yield
earned by the KMF portfolios.
Interest Expense. Interest expense increased significantly in
1997 after excluding $28 million of interest attributable to C-
TEC in 1996. CPTC, the owner-operator of a privatized tollroad
in California, incurred interest costs of approximately $9
million and $11 million in 1996 and 1997. In 1996, interest of
$5 million was capitalized due to the construction of the
tollroad. Construction was completed in August 1996, and all
interest incurred subsequent to that date was charged against
earnings. Interest associated with the financing of the Aurora,
Colorado property of $1 million, also contributed to the increase
in interest expense.
Other Income. Other income in 1996 includes $2 million of
other expenses attributable to C-TEC. Excluding these losses,
other income declined from $8 million in 1996 to $1 million in
1997. The absence of gains on the sale of timberland properties
and other assets, which accounted for $6 million of income in
1996, is responsible for the decline.
Income Tax (Provision) Benefit. The effective income tax rate
for 1997 is less than the expected statutory rate of 35% due
primarily to prior year tax adjustments, partially offset by the
effect of nondeductible compensation expense associated with the
conversion of the information services option and SAR plans to
the Class D Stock plan. In 1996, the effective rate was also
lower than the statutory rate due to prior year tax adjustments.
These adjustments were partially offset by nondeductible costs
associated with goodwill amortization and taxes on foreign
operations. In 1997 and 1996, the Group settled a number of
disputed tax issues related to prior years that have been
included in prior year tax adjustments.
Discontinued Operations - Construction. The Construction and
Mining Group's operations can be separated into two components;
construction and materials. Construction revenues increased $414
million during 1997 compared to 1996. The consolidation of ME
Holding Inc. (due to the increase in ownership from 49% to 80%)
("ME Holding") contributed $261 million, almost two-thirds of the
increase. In addition to ME Holding several large projects and
joint ventures became fully mobilized during the latter part of
the year and were well into the "peak" construction phase.
Material revenues increased 19% to $290 million in 1997 from
$243 million in 1996. The acquisition of additional plant sites
accounts for 22% of the increase in sales. The remaining
increase was a result of the strong market for material products
in Arizona. This raised sales volume from existing plant sites
and allowed for slightly higher selling prices. The inclusion of
$10 million of revenues from the Oak Mountain facility in Alabama
also contributed to the increase.
Construction margins increased to 13% of revenue in 1997 as
compared to 10% in 1996. The favorable resolution of project
uncertainties, several change order settlements, and cost savings
or early completion bonuses received during the year contributed
to this increase.
Material margins decreased from 10% of revenue in 1996 to 4% in
1997. Losses at the Oak Mountain facility in Alabama were the
source of the decrease. The materials margins from sources other
than Oak Mountain remained stable as higher unit sales and
selling prices were offset by increases in raw materials costs.
General and administrative expenses of the Construction Group
increased 11% in 1997 after deducting $17 million of expenses
attributable to ME Holding. Compensation and profit sharing
expenses increased $9 million and $2 million, respectively, from
1996. The increase in these costs is a direct result of higher
construction earnings.
The effective income tax rates in 1997 and 1996 for the
Construction Group differ from the expected statutory rate of 35%
primarily due to state income taxes and prior year tax
adjustments.
Discontinued Operations - Energy. Income from discontinued
operations increased to $29 million in 1997 from $9 million in
1996. The acquisition of Northern Electric, plc. in late 1996 and the
commencement of operations at the Mahanagdong geothermal facility
in July, 1997 were the primary factors that resulted in the
increase.
In October 1997, CalEnergy sold approximately 19.1 million
shares of its common stock. This sale reduced the Group's
ownership in CalEnergy to approximately 24% but increased its
proportionate share of CalEnergy's equity. It is the Group's
policy to recognize gains or losses on the sale of stock by its
investees. The Group recognized an after-tax gain of
approximately $44 million from transactions in CalEnergy stock in
the fourth quarter of 1997.
On July 2, 1997, the Labour Party in the United Kingdom
announced the details of its proposed "Windfall Tax" to be levied
against privatized British utilities. This one-time tax is 23%
of the difference betweenpay the value of
Northern Electric, plc. atsuch awards to the time of privatizationholders thereof in cash or stock. Messrs.
Crowe, Bradbury, O'Hara and the utility's current value based
on profits over a period of up to four years. CE Electric
recorded an extraordinary charge of approximately $194 million
when the tax was enacted in July, 1997. The total after-tax
impact to Level 3, directly through its investment in CE Electric
and indirectly through its interest in CalEnergy, was $63
million.
Results of Operations 1996 vs. 1995
Coal Mining. Revenue and net earnings improved primarily due
to increased alternate source tons sold to Commonwealth Edison
Company in 1996 and the liquidation of a captive insurance
company which insured against black lung disease. Upon
liquidation, the Group received a refund of premiums paid plus
interest in excess of reserves established by the Group for this
liability. Since 1993, the amended contract with Commonwealth
provided that delivery commitments would be satisfied with coal
produced by unaffiliated minesFerguson are all participants in the
Powder River Basin in
Wyoming. Coal produced at the Group's mines did not change
significantly from 1995 levels
Information Services. Revenue increased 17% to $42 million in
1996 from $36 million in 1995. The increase was primarily due to
new computer outsourcing contracts signed in 1996. Less than $1
million of revenue was generated by the operations of the new
systems integration business, started in February, 1996.
Margin, as a percent of revenue, for the outsourcing business
decreased to 41% in 1996 from 45% in 1995. The reduction of the
margin was primarily due to up-front migration costs for new
customers which were recognized as an expense when incurred.
Telecommunications. Revenue for the telecommunications segment
increased 13% to $367 million for fiscal 1996. C-TEC's telephone
group's $10 million, or 8%, increase in sales and C-TEC's cable
group's $33 million or 26% increase in revenue were the primary
contributors to the improved results. The increase in telephone
group revenue is due to higher intrastate access revenue from the
growth in access minutes, an increase of 13,000 access lines, and
higher internet access and video conferencing sales. Cable group
revenue increased primarily due to higher average subscribers and
the effects of rate increases in April 1995 and February 1996.
Subscriber counts increased primarily due to the acquisition of
Pennsylvania Cable Systems, formerly Twin County Trans Video,
Inc., in September 1995, and the consolidation of Mercom, Inc.
since August 1995. Pennsylvania Cable Systems and Mercom account
for $23 million of the increase in cable revenue in 1996.
The 1996 operating expenses for the telecommunications business
increased $38 million or 18% compared to 1995. The telephone
group experienced a 9% increase in expenses and the cable group's
costs increased 31%. The increase for the telephone group was
primarily attributable to higher payroll expenses resulting from
additional personnel, wage increases and higher overtime. Also
contributing to the increase, were fees associated with the
internet access services and consulting services for a variety of
regulatory and operational matters. The cable group's increase
was due to increased depreciation, amortization and compensation
expenses associated with the acquisition of Pennsylvania Cable
Systems and the consolidation of Mercom's operations. Also
contributing to the higher costs were rate increases for existing
programming and the costs for additional programming.
General and Administrative Expenses. General and
administrative expenses declined 5% to $181 million in 1996.
Decreases in expenses associated with legal and environmental
matters were partially offset by higher mine management fees paid
to the Construction & Mining Group, the costs attributable to C-
TEC and the opening of the SR91 toll road. C-TEC's corporate
overhead and other costs increased approximately 13% in 1996.
This increase is attributable to costs associated with the
development of the RCN business in New York and Boston, the
acquisition of Pennsylvania Cable Systems, the consolidation of
Mercom and the investigation of the feasibility of various
restructuring alternatives.
Equity Earnings, net. Losses attributable to the Group's
equity investments increased to $9 million in 1996 from $5
million in 1995. The additional losses were attributable to an
enterprise engaged in the renewable fuels business and to C-TEC's
investment in MegaCable S.A. de C.F., Mexico's second largest
cable television operator.
Investment Income, net. Investment income increased 24% in
1996 compared to 1995. Increased gains on the sale of marketable
and equity securities and interest income were partially offset
by a slight decline in dividend income.
Interest Expense, net. Interest expense in 1996 increased 43%
compared to 1995. The increase was primarily due to interest on
the CPTC debt that was capitalized through July 1996, and C-TEC's
redeemable preferred stock, issued in the Pennsylvania Cable
Systems acquisition, that began accruing interest in 1996.
Gain on Subsidiary's Stock Transactions, net. The issuance of
MFS stock for acquisitions by MFS and the exercise of MFS
employee stock options resulted in a $3 million net gain to the
Group in 1995.
Other, net. The decline of other income in 1996 was primarily
attributable to the 1995 settlement of the Whitney Benefits
litigation.
Income Tax Benefit (Provision). The effective income tax rate
for 1996 differs from the statutory rate of 35% primarily because
of adjustments to prior year tax provisions, partially offset by
state taxes and nondeductible amounts associated with goodwill
amortization. In 1995, the rate was lower than 35% due primarily
to $93 million of income tax benefits from the reversal of
certain deferred tax liabilities originally recognized on gains
from MFS stock transactions that were no longer required due to
the tax-free spin-off of MFS, and adjustments to prior year tax
provisions.
Discontinued Operations - Construction. Revenue from
construction decreased 1% to $2,303 million in 1996. This
resulted from the completion of several major projects during the
year, while many new contracts were still in the start-up phase.
KCG's share of joint venture revenue remained at 30% of total
revenues in 1996. Revenue from materials increased by less than
1% in 1996. Increased demand for aggregates in the Arizona
market was offset by a decline in precious metal sales. KCG sold
its gold and silver operations in Nevada to Kinross Gold
Corporation ("Kinross") and essentially liquidated its metals
inventory in 1995.
Opportunities in the construction and materials industry
continued to expand along with the economy. Because of the
increased opportunities, KCG was able to be selective in the
construction projects it pursued. Gross margins for construction
increased from 8% in 1995 to 10% in 1996. This resulted from the
completion of several large projects and increased efficiencies
in all aspects of the construction process. Gross margins for
materials declined from 13% in 1995 to 10% in 1996. The lack of
higher margin precious metals sales in 1996 combined with
slightly lower construction materials margins produced the
reduction in operating margin.
In 1995, the exchange of KCG's gold and silver operations in
Nevada for 4,000,000 shares of common stock of Kinross led to a
$21 million gain for KCG. The gain was the difference between
KCG's book value in the gold and silver operations and the market
value of the Kinross shares at the time of the exchange. Other
income was also primarily comprised of mining management fees
from the Diversified Group, of $37 million and $30 million in
1996 and 1995, and gains on the disposition of property, plant
and equipment and other assets of $17 million and $ 12 million in
1996 and 1995.
The effective income tax rate for 1996 differs from the
statutory rate of 35% primarily because of adjustments to prior
year tax provisions and state taxes. In 1995, the rate was
higher than 35% due primarily to state income taxes.
Discontinued Operations - Energy. Income from discontinued
operations declined in 1996 by 36% to $9 million. Losses
attributable to the Group's interest in the Casecnan project,
additional development expenses for international activities, and
the costs associated with the Northern Electric transaction were
partially offset by increased equity earnings from CalEnergy.
Financial Condition - December 27, 1997
The Group's working capital, excluding C-TEC and discontinued
operations, increased $392 million or 106% during 1997. This is
due to the $182 million of cash generated by operations,
primarily coal operations, and the significant financing
activities described below.
Investing activities include $452 million to purchase
marketable securities, $42 million of investments and $26 million
of capital expenditures, including $14 million for the existing
information services business and $6 million for a corporate jet.
The investments primarily include the Group's $22 million
investment in the Pavilion Towers office complex, located in
Aurora, Colorado, and $15 million of investments in developing
businesses. Funding a portion of these activities was the sale
of marketable securities of $167 million.
Sources of financing include $138 million for the issuance of
Class D Stock, $72 million for the exchange of Class C stock for
Class D stock and $16 million for the financing for Pavilion
Towers. Uses consist primarily of $12 million for the payment
of dividends, and $2 million of payments on long-term debt.
Prior to the execution of an agreement with CalEnergy in
September, 1997, the Group invested $31 million in the Dieng,
Patuha and Bali power projects in Indonesia.
In October 1996, the PKS Board of Directors directed PKS
management to pursue a listing of Class D Stock as a way to
address certain issues created by PKS' two-class capital stock
structure and the need to attract and retain the best management
for PKS' businesses. During the course of its examination of the
consequences of a listing of Class D Stock, management concluded
that a listing of Class D Stock would not adequately address
these issues, and instead began to study a separation of the
Construction and Mining Group and the Diversified Group. At the
regular meeting of the Board on July 23, 1997, management
submitted to the Board for consideration a proposal for
separation of the Construction and Mining Group and Diversified
Group through a spin-off of the Construction and Mining Group
("the Transaction"). At a special meeting on August 14, 1997,
the Board approved the Transaction.
In connection with the sale of approximately 10 million Class D shares
to employees in 1997, the Company has retained the right to purchase
the relevant Class D shares at the then current Class D Stock price
if the Transaction is definitely abandoned by formal action of the
PKS Board or the employees voluntarily terminate their employment
on various dates prior to January 1, 1999.
The separation of the Construction and Mining Group and the
Diversified Group was contingent upon a number of conditions,
including the favorable ratification by a majority of both Class
C and Class D shareholders and the receipt by the Company of an
Internal Revenue Service ruling or other assurance acceptable to
the Board that the separation would be tax-free to U.S.
shareholders. On December 8, 1997, PKS' Class C and Class D
shareholders approved the transaction and on March 5, 1998 PKS
received a favorable ruling from the Internal Revenue Service.
The Transaction is anticipated to be effective on March 31, 1998.
Level 3 has recently decided to substantially increase its
emphasis on and resources to its information services to
business. Pursuant to the plan, Level 3 intends to expand
substantially its current information services business, through
the expansion of its existing business and the creation, through
a combination of construction, leasing and purchase of facilities
and other assets, of a substantial facilities-based internet
communications network.
Using this network Level 3 intends to provide (a) a range of
internet access services at varying capacity levels and, as
technology development allows, at specified levels of quality of
service and security and (b) a number of business oriented
communications services which may include fax service, which are
transmitted in part over private or limited access Transmission
Control Protocol/Internet Protocol ("TCP/IP") networks and are
offered at lower prices than public telephone network-based fax
service, and voice message storing and forwarding over the same
TCP/IP-based networks.
Level 3 believes that over time, a substantial number of
businesses will convert existing computer application systems to
computer systems which communicate using TCP/IP and are accessed
by users employing Web browsers. Level 3 further believes that
businesses will prefer to contract for assistance in making this
conversion with those vendors able to provide a full range of
services from initial consulting to internet access with
requisite quality and security levels.
Level 3 anticipates that the capital expenditures required to
implement this expansion plan will be substantial. Level 3
estimates that these costs may be in excess of $500 million in
1998 and could exceed $1.5 billion in 1999. Level 3's current
financial condition, borrowing capacity and proceeds from the
CalEnergy transaction described below should be sufficient for
immediate operating, implemention and investing activities.
However, Level 3 expects to raise capital from both the equity
and debt markets due to the significant capital requirements of
the information services expansion plan.
In connection with the Expansion Plan, Level 3 expects to
devote substantially more management time and capital resources
to its information services business with a view to making the
information services business, over time, the principal business
of Level 3. In that respect, management is conducting a
comprehensive review of the existing Level 3 businesses to
determine how those businesses will complement Level 3's focus on
information services. If it is decided that an existing business
is not compatible with the information services business and if a
suitable buyer can be found, Level 3 may dispose of that
business.
In January 1998, Level 3 and CalEnergy closed the sale of Level
3's energy assets to CalEnergy. Level 3 received proceeds of
$1,159 million and expects to recognize an after-tax gain of
approximately $324 million in 1998. The after-tax proceeds from
this transaction of approximately $967 million will be used to
fund the expansion plan of the information services business.
In January 1998, Class C shareholders converted 2.3 million
shares, with a redemption value of $122 million, into 10.5
million shares of Class D Stock.
In February 1998, Level 3 announced that it was moving its
corporate headquarters to Broomfield, Colorado, a northwest
suburb of Denver. The campus facility is expected to encompass
over 500,000 square feet of office space at a construction cost
of over $70 million. Level 3 is leasing space in the Denver area
while the campus is under construction. The first phase of the
complex is scheduled for completion in the summer of 1999.
In March 1998, PKS announced that its Class D Stock will begin
trading on April 1 on the Nasdaq National Market under the symbol
"LVLT". The Nasdaq listing will follow the separation of Level 3
and the Construction Group of PKS, which is expected to be
completed on March 31, 1998. In connection with the separation,
PKS' construction subsidiary will be renamed "Peter Kiewit Sons',
Inc." and PKS Class D Stock will become the common stock of Level
3 Communications, Inc.
PKS' certificate of incorporation gives stockholders the
right to exchange their Class C Stock for Class D Stock under a
set conversion formula. That right will be eliminated as a
result of the separation of Level 3 and the Construction Group.
To replace that conversion right, Class C stockholders received
6.5 million shares of a new Class R stock in January, 1998, which
is convertible into Class D Stock in accordance with terms
ratified by stockholders in December 1997.
The PKS Board of Directors has approved in principle a plan
to force conversion of all shares of Class R stock outstanding.
Due to certain provisions of the Class R stock, conversion will
not be forced prior to May 1998, and the final decision to force
conversion would be made by Level 3's Board of Directors at that
time. Level 3's Board may choose not to force conversion if it
were to decide that conversion is not in the best interests of
the stockholders of Level 3. If, as currently anticipated, Level
3's Board determines to force conversion of the Class R stock on
or before June 30, 1998, certain adjustments will be made to the
cost sharing and risk allocation provisions of the separation
agreement between Level 3 and the Construction business.
If Level 3's Board of Directors determines to force
conversion of the Class R stock, each share of Class R stock will
be convertible into $25 worth of Level 3 (Class D) common stock,
based upon the average trading price of the Level 3 common stock
on the Nasdaq National Market for the last fifteen trading days
of the month prior to the determination by the Board of Directors
to force conversion. When the spin-off occurs, Level 3 will
increase paid in capital and reduce retained earnings by the fair
value of the Class R shares.
Immediately prior to the spin-off of the Kiewit Construction
and Mining Group, the Company will recognize a gain equal to the
difference between the carrying value of the Construction and
Mining Group and its fair value. The Company will then reflect
the fair value of Kiewit Construction and Mining Group as a
dividend to shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Financial statements and supplementary financial information
for Peter Kiewit Sons', Inc. and Subsidiaries begin on page P1.
Separate financial statements and other information pertaining to
the Kiewit Construction & Mining Group and the Kiewit Diversified
Group have been filed as Exhibits 99.A and 99.B to this report.
The Company will furnish a copy of such exhibits without charge
upon the written request of a stockholder addressed to Stock
Registrar, Peter Kiewit Sons', Inc., 1000 Kiewit Plaza, Omaha,
Nebraska 68131.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
ITEM 11. EXECUTIVE COMPENSATION.Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.MANAGEMENT
The following table sets forth certain information with
respect to the beneficial ownership of Common Stock as of March
31, 1998 by the Company's directors, certain executive officers
and directors and executive officers as a group, and each person
known by the Company to beneficially own more than 5% of the
outstanding Common Stock.
Number of Shares of Percent of
Name(1) Common Stock Common Stock
Walter Scott, Jr.(2) 17,686,247 12.1%
James Q. Crowe 5,666,360 3.9%
R. Douglas Bradbury 1,277,595 *
Kevin J. O'Hara(3) 878,080 *
Robert B. Daugherty - *
William L. Grewcock(4) 5,762,070 3.9%
Charles M. Harper 95,000 *
Richard R. Jaros(5) 1,748,749 1.2%
Robert E. Julian 1,996,790 1.4%
David C. McCourt 57,500 *
Kenneth E. Stinson 150,280 *
Michael B. Yanney 50,000 *
Directors and Executive
Officers as a Group 35,886,556 24.2%
Donald L. Sturm(6) 9,111,875 6.2%
_______________
*Less than 1%
(1) The address of each person set forth above other than Mr.
Sturm is c/o the Company, 3555 Farnam Street, Omaha,
Nebraska 68131.
(2) Includes 49,850 shares of Common Stock held by the Suzanne
Scott Irrevocable Trust as to which Mr. Scott shares voting
and investment powers, and 30,769 shares of Common Stock to
be owned by Mr. Scott as a result of the conversion of the
80,000 shares of Class R Stock owned currently by Mr. Scott,
assuming a Conversion Value (as defined in the Level 3
Certificate of Incorporation) of $25 and a stock price of
$65 per share.
(3) Includes 23,000 shares of Common Stock held by Kevin J.
O'Hara Family LTD Partnership.
(4) Includes 577,320 shares of Common Stock held by Grewcock
Family Limited Partnership. Includes 175,615 shares of
Common Stock held by the Bill & Berniece Grewcock Foundation
as to which Mr. Grewcock shares voting and investment
powers, and 630 shares of Common Stock to be owned by Mr.
Grewcock as a result of the conversion of the 1,638 shares
of Class R Stock owned currently by Mr. Grewcock, assuming a
Conversion Value of $25 and a stock price of $65 per share.
(5) Includes 185,000 shares of Common Stock held by the Jaros
Family Limited Partnership. Includes 1,000,000 shares of
Common Stock subject to options granted to Mr. Jaros. See
"Certain Relationships and Related Transactions."
(6) Mr. Sturm's business address is 3033 East First Avenue,
Denver, Colorado 80206. Based on the Company's records as
of February 28, 1998, Mr. Sturm owns 7,805,155 shares of
Common Stock, and has voting and investment power with
respect to 1,306,720 shares held by trusts and partnerships
established for family members.
ITEM 13. CERTAIN TRANSACTIONS AND RELATIONSHIPS
AND RELATED TRANSACTIONS.
The information required by Part III is incorporated by
referenceIn connection with his retention as Chief Executive Officer
of the Company, Mr. Crowe entered into an engagement agreement
(the "Engagement Agreement") with the Company. Under the
Engagement Agreement, the Company acquired from Mr. Crowe, Mr.
Bradbury and Mr. Ferguson, Broadband Capital Group, L.L.C., a
company formed to develop investment opportunities, for a
purchase price of $68,523, the owners' cash investment in that
company. Pursuant to the Company's definitive proxy statementEngagement Agreement, the Company sold
5,000,000 shares of Common Stock to Mr. Crowe and 1,250,000
shares of Common Stock to Mr. Bradbury, in each case at $10.85
per share. The Engagement Agreement also provided that the
Company would make available for sale, from time to time prior to
the consummation of the Split-Off, to certain employees of the
Company designated by Mr. Crowe, including Mr. O'Hara and Mr.
Ferguson, in connection with the implementation of the current
business plan of the Company ("Employees"), up to an aggregate
of 5,250,000 shares of Common Stock at $10.85 per share.
The Company entered into agreements with each Business Plan
Employee that provided that the Company may repurchase any Common
Stock sold to the Business Plan Employee if the Business Plan
Employee resigns at any time before January 1, 1999.
On August 5, 1997, the Company purchased a jet aircraft from
a company controlled by Mr. Crowe for $5.7 million, the price
paid by the company for the 1998 Annual Meetingaircraft in June 1997. The Company
and Mr. Crowe have entered into an aircraft operating lease,
under which Mr. Crowe may lease the aircraft for personal use at
rates specified by certain Federal Aviation Administration
regulations. The Company anticipates that Mr. Crowe will lease
approximately 15% of Stockholders to be filedthe aircraft's annual flight time, and will
pay the Company approximately $70,000 per year at the current
lease rate.
The Company entered into a separation agreement with Mr.
Jaros, a director of the Company, in connection with the
Securities and Exchange Commission. However, certain information
is set forth under the caption "Directors and Executive Officersresignation of the Registrant" following Item 4 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial statements and financial statement schedules
required to be filed for the registrant under Items 8 or 14 are
set forth following the index page at page P1.
Exhibits filedMr. Jaros as a partPresident of this report are listed below.
Exhibits incorporated by reference are indicated in parentheses.
Exhibit Number Description
3.1 Restated Certificate of Incorporation,
effective January 8, 1992 (Exhibit 3.1 to
Company's Form 10-K for 1991).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of Peter Kiewit Sons', Inc., effective
December 8, 1997.
3.4 By-laws, composite copy, including all amendments, as of
March 19, 1993 (Exhibit 3.4 to Company's Form 10-K for
1992).
10.1 Separation Agreement, dated December 8, 1997, by and among
PKS, Kiewit Diversified Group
Inc., PKS Holdings, Inc. and
Kiewit Construction Group Inc.
10.2 Amendment No. 1 to Separation Agreement, dated March 18,
1997, by and among PKS, Kiewit Diversified Group Inc., PKS
Holdings, Inc. and Kiewit Construction Group Inc.
21 List of subsidiariesa subsidiary of the Company.
23 Consent of Coopers & Lybrand LLP
27 Financial data schedules.
99.A Kiewit Construction & Mining Group Financial Statements and
Other Information.
99.B Diversified Group Financial Statements and Other
Information.
(b) No reports on Form 8-K were filed byCompany, effective July 31, 1997.
Under the separation agreement, the Company paid Mr. Jaros $1.8
million on July 31, and agreed to pay Mr. Jaros the balance of
his 1997 salary ($187,500) between August 1 and December 31, 1997
and a bonus payment of $262,350 when the Company made its
customary executive bonus payments in 1998. The Company also
agreed to amend the option agreements with Mr. Jaros with respect
to the options to purchase 750,000 shares of Common Stock at
$8.08 per share granted to Mr. Jaros in 1995, and the options to
purchase 250,000 shares of Common Stock at $9.90 per share
granted to Mr. Jaros in 1996, to provide that those options would
be fully vested on July 31, 1997, and would be exercisable at any
time during the fourth quarterten-year term of the original option agreements.
In December 1996, the Company agreed to sell 50,000 shares
of Common Stock to Mr. Harper, 50,000 shares of Common Stock to
Mr. Daugherty and 40,000 shares of Common Stock to Mr. Kiewit, in
each case at $9.90 per share. Those stock purchase transactions
were consummated in March 1997.
In October 1997, the Company sold 50,000 shares of Common
Stock to Mr. Yanney and 50,000 shares of Common Stock to Mr.
McCourt, in each case at $10.85 per share.
The Company loaned George B. Toll, Jr. $800,000 during 1994
in connection with the purchase of a residence and relocation
expenses. The full principal amount of his demand note payable
to the Company is currently outstanding. Mr. Toll was a director
and executive officer of the Company prior to the Split-Off, but
is no longer either a director or executive officer of the
Company.
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, on the 30th27th day of March,April, 1998.
PETER KIEWIT SONS',LEVEL 3 COMMUNICATIONS, INC.
By: /s/ Walter Scott, Jr.
Name: Walter Scott, Jr.
Title: Chairman of the BoardJames Q. Crowe
James Q. Crowe
President
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 indicated on the
30th27th day of March,April, 1998.
/s/ Walter Scott, Jr.James Q. Crowe Chairman of the Board and President
Walter Scott, Jr. (principal executive officer)James Q. Crowe (Director and Principal Executive Officer)
/s/ R. Douglas Bradbury Executive Vice President of Level 3Chief Financial Officer
R. Douglas Bradbury Communications, Inc.
(principal financial officer)(Director and Principal Financial Officer)
/s/ Eric J. Mortensen Controller
Eric J. Mortensen (principal accounting officer)(Principal Accounting Officer)
/s/ Richard W. ColfWalter Scott, Jr. /s/ Robert B. Daugherty
Walter Scott, Jr., Director Robert B. Daugherty, Director
/s/ William L. Grewcock /s/ Charles M. Harper
William L. Grewcock, Director Charles M. Harper, Director
/s/ Richard R. Jaros Richard W. Colf, Director/s/ Robert E. Julian
Richard R. Jaros, Director /s/ James Q. Crowe /s/ Tait P. Johnson
James Q. Crowe, Director Tait P. Johnson,Robert E. Julian, Director
/s/ Robert B. Daugherty /s/ Allan K. Kirkwood
Robert B. Daugherty, Director Allan K. Kirkwood,
Director
/s/ Richard Geary /s/ Peter Kiewit, Jr.
Richard Geary, Director Peter Kiewit, Jr.,
Director
/s/ Bruce E. GrewcockDavid C. McCourt /s/ Kenneth E. Stinson
Bruce E. Grewcock,David C. McCourt, Director Kenneth E. Stinson, Director
/s/ William L. Grewcock /s/ GeorgeMichael B. Toll, Jr.
William L. Grewcock,Yanney
Michael B. Yanney, Director
George B. Toll, Jr.,
Director
/s/ Charles M. Harper
Charles M. Harper, Director
PETER KIEWIT SONS', INC. AND SUBSIDIARIES
Index to Financial Statements
Report of Independent Accountants
Financial Statements as of December 27, 1997 and December 28, 1996
and for the three years ended December 27, 1997:
Consolidated Statements of Earnings
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
Schedules not indicated above have been omitted because of the
absence of the conditions under which they are required or because
the information called for is shown in the consolidated financial
statements or in the notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
Peter Kiewit Sons', Inc.
We have audited the consolidated financial statements of Peter
Kiewit Sons', Inc. and Subsidiaries as listed in the index on the
preceding page of this Form 10-K. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements 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 Peter Kiewit Sons', Inc. and Subsidiaries as of
December 27, 1997 and December 28, 1996, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended December 27, 1997 in conformity
with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Omaha, Nebraska
March 30, 1998
PETER KIEWIT SONS', INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the three years ended December 27, 1997
(dollars in millions, except per share data) 1997 1996 1995
Revenue $ 332 $ 652 $ 580
Cost of Revenue (175) (384) (345)
------ ------ -----
157 268 235
General and Administrative Expenses (114) (181) (190)
------ ------ -----
Operating Earnings 43 87 45
Other (Expense) Income:
Equity losses, net (43) (9) (5)
Investment income, net 45 56 45
Interest expense, net (15) (33) (23)
Gain on subsidiary's stock transactions, net - - 3
Other, net 1 6 125
------ ------ -----
(12) 20 145
Equity Loss in MFS - - (131)
------ ------ -----
Earnings Before Income Taxes, Minority Interest
and Discontinued Operations 31 107 59
Income Tax Benefit (Provision) 48 (3) 79
Minority Interest in Net Loss (Income)
of Subsidiaries 4 - (12)
------ ------ -----
Income from Continuing Operations 83 104 126
Discontinued Operations:
Construction, net of income tax
(expense) of ($107), ($72) and ($60) 155 108 104
Energy, net of income tax benefit (expense)
of $1, ($9) and ($8) 10 9 14
------ ------ -----
Income from Discontinued Operations 165 117 118
------ ------ -----
Net Earnings $ 248 $ 221 $ 244
====== ====== =====
Earnings Per Share:
Continuing Operations:
Class D Stock
Basic $ .66 $ .90 $1.17
====== ====== =====
Diluted $ .66 $ .90 $1.17
====== ====== =====
Net Income:
Class C Stock
Basic $15.99 $10.13 $7.78
====== ====== =====
Diluted $15.35 $ 9.76 $7.62
====== ====== =====
Class D Stock
Basic $ .74 $ .97 $1.29
====== ====== =====
Diluted $ .74 $ .97 $1.29
====== ====== =====
See accompanying notes to consolidated financial statements.
PETER KIEWIT SONS', INC AND SUBSIDIARIES
Consolidated Balance Sheets
December 27, 1997 and December 28, 1996
(dollars in millions) 1997 1996
Assets
Current Assets:
Cash and cash equivalents $ 87 $ 147
Marketable securities 678 372
Restricted securities 22 17
Receivables, less allowance of $-, and $3 42 76
Investment in discontinued operations - energy 643 608
Other 22 26
------- ------
Total Current Assets 1,494 1,246
Property, Plant and Equipment, at cost:
Land 15 18
Buildings and leasehold improvements 122 159
Equipment 275 810
------- ------
412 987
Less accumulated depreciation and amortization (228) (345)
------- ------
Net Property, Plant and Equipment 184 642
Investments 383 189
Investments in Discontinued Operations-Construction 652 562
Intangible Assets, net 21 353
Other Assets 45 74
------- ------
$ 2,779 $3,066
======= ======
See Note 17 for 1997 pro forma balance sheet information.
See accompanying notes to consolidated financial statements.
PETER KIEWIT SONS', INC. AND SUBSIDAIRIES
Consolidated Balance Sheets
December 27, 1997 and December 28, 1996
(continued)
(dollars in millions) 1997 1996
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 31 $ 79
Current portion of long-term debt:
Telecommunications - 55
Other 3 2
Accrued reclamation and other mining costs 19 19
Deferred income taxes 15 5
Other 21 87
------ ------
Total Current Liabilities 89 247
Long-Term Debt, less current portion:
Telecommunications - 207
Other 137 113
Deferred Income Taxes 83 148
Accrued Reclamation Costs 100 98
Other Liabilities 139 216
Minority Interest 1 218
Stockholders' Equity:
Preferred stock, no par value, authorized
250,000 shares:
no shares outstanding in 1997 and 1996 - -
Common stock, $.0625 par value, $2.1
billion aggregate redemption value:
Class B, authorized 8,000,000 shares:
- outstanding in 1997 and 263,468
outstanding in 1996 - -
Class C, authorized 125,000,000 shares:
10,132,343 outstanding in 1997 and 10,743,173
outstanding in 1996 1 1
Class D, authorized 500,000,000 shares:
135,517,140 outstanding in 1997 and 115,901,215
outstanding in 1996 8 1
Class R, authorized 8,500,000 shares:
- outstanding in 1997 and 1996 - -
Additional paid-in capital 427 235
Foreign currency adjustment (7) (7)
Net unrealized holding gain 2 23
Retained earnings 1,799 1,566
------ ------
Total Stockholders' Equity 2,230 1,819
------ ------
$2,779 $3,066
====== ======
See Note 17 for 1997 pro forma balance sheet information.
See accompanying notes to consolidated financial statements.
PETER KIEWIT SONS', INC. AND SUBSIDAIRIES
Consolidated Statements of Cash Flows
For the three years ended December 27, 1997
(dollars in millions) 1997 1996 1995
Cash flows from continuing operations:
Income from continuing operations $ 83 $ 104 $ 126
Adjustments to reconcile income from
continuing operations to net
cash provided by continuing operations:
Depreciation, depletion and amortization 24 132 96
Gain on sale of property, plant and
equipment, and other investments (9) (3) (7)
Gain on subsidiary's stock transactions, net - - (3)
Compensation expense attributable
to stock options 21 - -
Equity losses, net 43 10 130
Minority interest in subsidiaries (4) - 12
Retirement benefits paid (7) (6) (2)
Federal income tax refunds 146 - 35
Deferred income taxes (103) (68) (152)
Change in working capital items:
Receivables (9) (1) 11
Other current assets (1) 6 -
Payables (3) 9 (3)
Other liabilities (5) 13 34
Other 6 - (4)
------ ------ ------
Net cash provided by continuing operations 182 196 273
Cash flows from investing activities:
Proceeds from sales and maturities of
marketable securities 167 378 383
Purchases of marketable securities (452) (311) (440)
Increase in restricted securities (2) (2) (2)
Investments and acquisitions, net of
cash acquired (42) (59) (136)
Proceeds from sale of property, plant
and equipment, and other investments 1 7 14
Capital expenditures (26) (117) (118)
Other 3 (8) (2)
------ ------ ------
Net cash used in investing activities $ (351) $ (112) $ (301)
See accompanying notes to consolidated financial statements.
PETER KIEWIT SONS', INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the three years ended December 27, 1997
(continued)
(dollars in millions) 1997 1996 1995
Cash flows from financing activities:
Long-term debt borrowings $ 17 $ 38 $ 49
Payments on long-term debt, including
current portion (2) (60) (49)
Issuances of common stock 138 - 2
Issuances of subsidiaries' stock - 1 -
Repurchases of common stock - (11) (3)
Dividends paid (12) (11) -
Exchange of Class C Stock for Class
D Stock, net 72 20 155
------ ------ ------
Net cash provided by (used in)
financing activities 213 (23) 154
Cash flows from discontinued operations:
Discontinued energy operations 3 5 8
Investments in discontinued energy operations (31) (282) (101)
Proceeds from sales of discontinued
packaging operations - - 29
------ ------ ------
Net cash used in discontinued operations (28) (277) (64)
Cash and cash equivalents of C-TEC in 1997
and MFS in 1995 at beginning of year (76) - (22)
Effect of exchange rates on cash - - 2
------ ------ ------
Net change in cash and cash equivalents (60) (216) 42
Cash and cash equivalents at beginning of year 147 363 321
------ ------ ------
Cash and cash equivalents at end of year $ 87 $ 147 $ 363
====== ====== ======
Supplemental disclosure of cash
flow information:
Taxes paid $ 62 $ 55 $ 132
Interest paid 13 38 33
Noncash investing and financing activities:
Conversion of CalEnergy convertible
debentures to common stock $ - $ 66 $ -
Dividend of investment in MFS - - 399
Issuance of C-TEC redeemable preferred stock
for acquisition - - 39
See accompanying notes to consolidated financial statements.
PETER KIEWIT SONS', INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the three years ended December 27, 1997
Net
Class Class Unrealized
B&C D Additional Foreign Holding
(dollars in Common Common Paid-in Currency Gain Retained
millions) Stock Stock Capital Adjustment (Loss) Earnings Total
Balance at
December 31, 1994 $ 1 $ 1 $ 182 $ (7) $ (8) $ 1,567 $1,736
Issuances of stock - - 29 - - - 29
Repurchases of stock - - (1) - - (5) (6)
Foreign currency
adjustment - - - 1 - - 1
Net unrealized
holding gain - - - - 25 - 25
Net earnings - - - - - 244 244
Dividends:(a)
Class C ($1.05
per common share) - - - - - (12) (12)
Class D ($.10 per
common share) - - - - - (11) (11)
MFS Dividend - - - - - (399) (399)
----- ----- ----- ----- ----- ----- -----
Balance at
December 30, 1995 $ 1 1 210 (6) 17 1,384 1,607
Issuances of stock - - 27 - - - 27
Repurchases of stock - - (2) - - (14) (16)
Foreign currency
adjustment - - - (1) - - (1)
Net unrealized
holding gain - - - - 6 - 6
Net earnings - - - - - 221 221
Dividends: (b)
Class C ($1.30
per common share) - - - - - (13) (13)
Class D ($.10 per
common share) - - - - - (12) (12)
----- ----- ----- ----- ----- ----- -----
Balance at
December 28, 1996 $ 1 $ 1 $ 235 $ (7) $ 23 $1,566 $1,819
See accompanying notes to consolidated financial statements
PETER KIEWIT SONS', INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the three years ended December 27,1997
(continued)
Net
Class Class Unrealized
Class Class Foreign Holding
(dollars in B&C D Additional Currency Gain Retained
millions) Stock Stock Capital Adjustment (Loss) Earnings Total
Balance at
December 28, 1996 $ 1 $ 1 $ 235 $ (7) $ 23 $1,566 $1,819
Issuances of stock - - 172 - - - 172
Repurchases of stock - - - - - (2) (2)
Option Activity - - 27 - - - 27
Class D Stock Split - 7 (7) - - - -
Foreign currency
adjustment - - - - - - -
Net unrealized
holding loss - - - - (21) - (21)
Net earnings - - - - - 248 248
Dividends: (c)
Class C ($1.50 per
common share) - - - - - (13) (13)
---- ---- ----- ----- ---- ------ ------
Balance at
December 27, 1997 $ 1 $ 8 $ 427 $ (7) $ 2 $1,799 $2,230
==== ==== ===== ===== ==== ====== ======
(a) Includes $.60 and $.10 per share for dividends on Class C and
Class D Stock, respectively, declared in 1995 but paid in
January 1996.
(b) Includes $.70 and $.10 per share for dividends on Class C and
Class D Stock, respectively, declared in 1996 but paid in
January 1997.
(c) Includes $.80 per share for dividends on Class C declared in
1997 put paid in January 1998.
See accompanying notes to consolidated financial statements.
PETER KIEWIT SONS', INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
Peter Kiewit Sons', Inc. and subsidiaries in which it has
control ("PKS" or "the Company"), which are engaged in
enterprises primarily related to construction, coal mining,
energy generation, information services, and telecommunications.
Fifty-percent-owned mining joint ventures are consolidated on a
pro rata basis. Investments in other companies in which the
Company exercises significant influence over operating and
financial policies, including construction joint ventures and
energy projects, are accounted for by the equity method. The
Company accounts for its share of the operations of the construction
joint ventures on a pro rata basis in the consolidated statements
of earnings. All significant intercompany accounts and
transactions have been eliminated.
In 1997, the Company agreed to sell its energy assets to
CalEnergy Company, Inc. ("CalEnergy") and to spin-off the
construction business. Therefore, the assets and
liabilities, and results of operations, of both businesses
have been classified as discontinued operations on the
consolidated balance sheet, statements of earnings and cash
flows. (See notes 2 and 3)
On September 5, 1997, C-TEC Corporation ("C-TEC") announced that
its board of directors had approved the planned restructuring
of C-TEC into three publicly traded companies. The
transaction was effective September 30, 1997. As a result of
the restructuring plan, the Company owns less than 50% of the
outstanding shares and voting rights of each entity, and
therefore has accounted for each entity using the equity
method as of the beginning of 1997. In accordance with
Generally Accepted Accounting Principles, C-TEC's financial
position, results of operations and cash flows are
consolidated in the 1996 and 1995 financial statements.
The results of operations of MFS Communications Company, Inc.
("MFS"), (which later merged into WorldCom Inc.) prior to its
spin-off on September 30, 1995, have been classified as a
single line item on the statements of earnings
The Company invests in the portfolios of the Kiewit Mutual Fund,
("KMF"), a registered investment company. KMF is not
consolidated in the Company's financial statements.
Description of Business Groups
Holders of Class C Stock ("Construction & Mining Group") and
Class D Stock ("Diversified Group") are stockholders of PKS.
The Construction & Mining Group ("KCG") contains the
Company's traditional construction and materials operations
performed by Kiewit Construction Group Inc. The Diversified
Group through Level 3 Communications, Inc. (formerly Kiewit
Diversified Group Inc.) ("Level 3") contains coal mining
properties owned by Kiewit Coal Properties Inc., energy
investments, including a 24% interest in CalEnergy and a 30%
interest in CE Electric UK plc ("CE Electric"), investments
in international energy projects, information services
businesses, telecommunications companies owned by C-TEC, as
well as other assets. Corporate assets and liabilities which
are not separately identified with the ongoing operations of
the Construction & Mining Group or the Diversified Group are
allocated equally between the groups.
Construction Contracts
KCG operates generally within the United States and Canada as a
general contractor and engages in various types of
construction projects for both public and private owners.
Credit risk is minimal with public (government) owners since
KCG ascertains that funds have been appropriated by the
governmental project owner prior to commencing work on public
projects. Most public contracts are subject to termination
at the election of the government. In the event of
termination, KCG is entitled to receive the contract price on
completed work and reimbursement of termination related
costs. Credit risk with private owners is minimized because
of statutory mechanics liens, which give KCG high priority in
the event of lien foreclosures following financial
difficulties of private owners.
The construction industry is highly competitive and lacks firms
with dominant market power. A substantial portion of KCG's
business involves construction contracts obtained through
competitive bidding. The volume and profitability of KCG's
construction work depends to a significant extent upon the
general state of the economies in which it operates and the
volume of work available to contractors. KCG's construction
operations could be adversely affected by labor stoppages or
shortages, adverse weather conditions, shortages of supplies,
or other governmental action.
KCG recognizes revenue on long-term construction contracts and
joint ventures on the percentage-of-completion method based
upon engineering estimates of the work performed on
individual contracts. Provisions for losses are recognized on
uncompleted contracts when they become known. Claims for
additional revenue are recognized in the period when allowed.
It is at least reasonably possible that engineering estimates
of the work performed on individual contracts will be revised
in the near term.
Coal Sales Contracts
Level 3's coal is sold primarily under long-term contracts with
electric utilities, which burn coal in order to generate
steam to produce electricity. A substantial portion of Level
3's coal sales were made under long-term contracts during
1997, 1996 and 1995. The remainder of Level 3's sales are
made on the spot market where prices are substantially lower
than those in the long-term contracts. As the long-term
contracts expire, a higher proportion of Level 3's sales
will occur on the spot market.
The coal industry is highly competitive. Level 3 competes not
only with other domestic and foreign coal suppliers, some of
whom are larger and have greater capital resources than Level
3, but also with alternative methods of generating
electricity and alternative energy sources. Many of Level
3's competitors are served by two railroads and, due to the
competition, often benefit from lower transportation costs
than Level 3 which is served by a single railroad.
Additionally, many competitors have lower stripping ratios
than Level 3, often resulting in lower comparative costs of
production.
Level 3 is also required to comply with various federal, state
and local laws concerning protection of the environment.
Level 3 believes its compliance with environmental protection
and land restoration laws will not affect its competitive
position since its competitors are similarly affected by such
laws.
Level 3 and its mining ventures have entered into various
agreements with its customers which stipulate delivery and
payment terms for the sale of coal. Prior to 1993, one of
the primary customers deferred receipt of certain commitments
by purchasing undivided fractional interests in coal reserves
of Level 3 and the mining ventures. Under the agreements,
revenue was recognized when cash was received. The
agreements with this customer were renegotiated in 1992. In
accordance with the renegotiated agreements, there were no
sales of interests in coal reserves subsequent to January 1,
1993. Level 3 has the obligation to deliver the coal
reserves to the customer in the future if the customer
exercises its option. If the option is exercised, Level 3
presently intends to deliver coal from unaffiliated mines.
In the opinion of the management, Level 3 has sufficient coal
reserves to cover the above sales commitments.
Level 3's coal sales contracts are with several electric utility
and industrial companies. In the event that these customers
do not fulfill contractual responsibilities, Level 3 would
pursue the available legal remedies.
Information Services Revenue
Information services revenue is primarily derived from the
computer outsourcing business and the systems integration
business. Level 3 provides outsourcing service, typically
through contracts ranging from 3-5 years, to firms that
desire to focus their resources on their core businesses.
Under these contracts, Level 3 recognizes revenue in the
month the service is provided. The systems integration
business helps customers define, develop and implement cost-
effective information systems. Revenue from these services
is billed on a time and materials basis or percentage of
completion basis depending on the extent of the services
provided.
Telecommunications Revenue
In 1996 and 1995 C-TEC's most significant operating groups are
its local telephone service and cable system operations.
C-TEC's telephone network access revenues are derived from
net access charges, toll rates and settlement arrangements
for traffic that originates or terminates within C-TEC's
local telephone company. Revenues from telephone services
and basic and premium cable programming services are recorded
in the month the service is provided.
The telecommunications industry is subject to local, state and
federal regulation. Consequently, the ability of the
telephone and cable groups to generate increased volume and
profits is largely dependent upon regulatory approval to
expand customer bases and increase prices.
Competition for the cable group's services traditionally has come
from broadcast television, video rentals and direct broadcast
satellite received on home dishes. Future competition is
expected from telephone companies.
Concentration of credit risk with respect to accounts receivable
are limited due to the dispersion of customer base among
geographic areas and remedies provided by terms of contracts
and statutes.
As noted previously, the investment in C-TEC has been
accounted for using the equity method in 1997.
Depreciation and Amortization.
Property, plant and equipment are recorded at cost. Depreciation
and amortization for the majority of the Company's property,
plant and equipment are computed on accelerated and
straight-line methods. Depletion of mineral properties is
provided primarily on an units-of-extraction basis determined
in relation to estimated reserves.
Intangible Assets
Intangible assets primarily include amounts allocated upon
purchase of existing operations, franchises and subscriber
lists. These assets are amortized on a straight-line basis
over the expected period of benefit, which does not exceed 40
years.
Long Lived Assets
The Company reviews the carrying amount of long lived assets for
impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
Measurement of any impairment would include a comparison of
estimated future operating cash flows anticipated to be
generated during the remaining life of the asset to the net
carrying value of the asset.
Reserves for Reclamation
Level 3 follows the policy of providing an accrual for
reclamation of mined properties, based on the estimated cost
of restoration of such properties, in compliance with laws
governing strip mining. It is at least reasonably possible
that the estimated cost of restoration will be revised in the
near-term.
Foreign Currencies
Generally, local currencies of foreign subsidiaries are the
functional currencies for financial reporting purposes.
Assets and liabilities are translated into U.S. dollars at
year-end exchange rates. Revenue and expenses are translated
using average exchange rates prevailing during the year.
Gains or losses resulting from currency translation are
recorded as adjustments to stockholders' equity.
Subsidiary and Investee Stock Activity
The Company recognizes gains and losses from the sale, issuance
and repurchase of stock by its subsidiaries.
Earnings Per Share
In 1997, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share". The
Statement establishes standards for computing and presenting
earnings per share and requires the restatement of prior per
share data presented. Basic earnings per share have been
computed using the weighted average number of shares during
each period. Diluted earnings per share is computed by
including stock options and convertible debentures considered
to be dilutive common stock equivalents.
Potentially dilutive stock options are calculated in accordance
with the treasury stock method which assumes that proceeds
from the exercise of all options are used to repurchase
common stock at the average market value. The number of
shares remaining after the proceeds are exhausted represent
the potentially dilutive effect of the options. The
potentially dilutive convertible debentures are calculated in
accordance with the "if converted" method. This method
assumes that the after-tax interest expense associated with
the debentures is an addition to income and the debentures
are converted into equity with the resulting common shares
being aggregated with the weighted average shares
outstanding.
The following details the earnings per share calculations for
Class D Stock and Class C Stock:
Class D Stock 1997 1996 1995
Income from continuing operations
available to common shareholders
(in millions) $ 83 $ 104 $ 126
Add: Interest expense, net of tax
effect associated with convertible
debentures - - -*
-------- -------- --------
Income from continuing operations
for fully diluted shares 83 104 126
Income from discontinued operations 10 9 14
--------- -------- --------
Net Income $ 93 $ 113 $ 140
========= ======== ========
Total number of weighted average shares
outstanding used to compute basic
earnings per share (in thousands) 124,647 116,006 108,594
Additional dilutive stock options 539 311 -
Additional dilutive shares assuming
conversion of convertible debentures - - 257
--------- ------- -------
Total number of shares used to
compute diluted earnings per share 125,186 116,317 108,851
========= ======= =======
Continuing Operations:
Basic earnings per share $ .66 $ .90 $ 1.17
========= ======= =======
Diluted earnings per share $ .66 $ .90 $ 1.17
========= ======= =======
Discontinued Operations:
Basic earnings per share $ .08 $ .07 $ .12
========= ======= =======
Diluted earnings per share $ .08 $ .07 $ .12
========= ======= =======
Net Income:
Basic earnings per share $ .74 $ .97 $ 1.29
========= ======= =======
Diluted earnings per share $ .74 $ .97 $ 1.29
========= ======= =======
*Interest expense attributable to convertible debentures was
less than $1 million in 1995.
Class C Stock 1997 1996 1995
Net income available to common
shareholders (in millions) $ 155 $ 108 $ 104
Add: Interest expense, net of tax effect
associated with convertible debentures 1 -* -*
-------- ------- --------
Net income for diluted shares $ 156 $ 108 $ 104
======== ======= ========
Total number of weighted average
shares outstanding used to compute
basic earnings per share (in thousands) 9,728 10,656 13,384
Additional dilutive shares assuming
conversion of convertible debentures 441 437 312
-------- -------- --------
Total number of shares used to
compute diluted earnings per share 10,169 11,093 13,696
======== ======== ========
Net Income
Basic earnings per share $ 15.99 $ 10.13 $ 7.78
======== ======== ========
Diluted earnings per share $ 15.35 $ 9.76 $ 7.62
======== ======== ========
*Interest expense attributable to convertible debentures was
less than $1 million in 1996 and 1995.
Stock Dividend
Effective December 26, 1997, the PKS Board of Directors
approved a dividend of four shares of Class D Stock for every
one share of Class D Stock held. All share information and
per share data have been restated to reflect this dividend.
Income Taxes
Deferred income taxes are provided for the temporary
differences between the financial reporting basis and tax
basis of the Company's assets and liabilities using enacted
tax rates in effect for the year in which the differences are
expected to reverse.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
Recently Issued Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, "Reporting Comprehensive
Income", which requires that changes in comprehensive income
be shown in a financial statement that is displayed with the
same prominence as other financial statements.
Also in 1997, the FASB issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information",
which changes the way public companies report information
about segments. SFAS No. 131, which is based on the
management approach to segment reporting includes
requirements to report selected segment information
quarterly, and entity wide disclosures about products and
services, major customers, and geographic data.
These statements are effective for financial statements for
periods beginning after December 15, 1997. Management does
not expect adoption of these statements to materially affect
the Company's financial statements.
Reclassifications
Where appropriate, items within the consolidated financial
statements and notes thereto have been reclassified from
previous years to conform to current year presentation.
Fiscal Year
The Company's fiscal year ends on the last Saturday in December.
There were 52 weeks in fiscal years 1997, 1996 and 1995.
(2) Reorganization
In October 1996, the PKS Board of Directors directed PKS
management to pursue a listing of Class D Stock as a way to
address certain issues created by PKS' two-class capital
stock structure and the need to attract and retain the best
management for PKS' businesses. During the course of its
examination of the consequences of a listing of Class D
Stock, management concluded that a listing of Class D Stock
would not adequately address these issues, and instead began
to study a separation of the Construction and Mining Group
and the Diversified Group. At the regular meeting of the
Board on July 23, 1997, management submitted to the Board for
consideration a proposal for separation of the Construction
and Mining Group and Diversified Group through a spin-off of
the Construction and Mining Group ("the Transaction"). At a
special meeting on August 14, 1997, the Board approved the
Transaction.
The separation of the Construction and Mining Group and the
Diversified Group was contingent upon a number of conditions,
including the favorable ratification by a majority of both
Class C and Class D shareholders and the receipt by the
company of an Internal Revenue Service ruling or other
assurance acceptable to the Board that the separation would
be tax-free to U.S. shareholders. On December 8, 1997, PKS'
Class C and Class D shareholders approved the transaction
and on March 5, 1998 PKS received a favorable ruling from the
Internal Revenue Service. The Transaction is anticipated to
be effective on March 31, 1998. As a result of these events
the Company has reflected the financial position and results of
operations of the Kiewit Construction and Mining Group as discontinued
operations on the consolidated balance sheets and consolidated
statements of earnings for all periods presented. The activities
of the Construction and Mining Group have been removed from the
statements of cash flows. The financial statements of Kiewit
Construction and Mining Group can be found in Exhibit 99.A of
this document.
The following is summarized financial information of the
Kiewit Construction and Mining Group:
Operations (dollars in millions) 1997 1996 1995
Revenue $ 2,764 $ 2,303 $ 2,330
Net income 155 108 104
Financial Position (dollars in millions) 1997 1996
Current assets $ 1,057 $ 764
Other assets 284 274
-------- -------
Total assets $ 1,341 $ 1,038
======== =======
Current liabilities 579 397
Other liabilities 99 79
Minority interest 11 -
------- -------
Total liabilities 689 476
------- -------
Net assets $ 652 $ 562
======= =======
Immediately prior to the spin-off of the Kiewit Construction and
Mining Group, the Company will recognize a gain equal to the
difference between the carrying value of the Construction and
Mining Group and its fair value. The Company will then reflect
the fair value of Kiewit Construction and Mining Group as a dividend
to shareholders.
Level 3 has recently decided to substantially increase its
emphasis on and resources to its information services business.
Pursuant to the plan, Level 3 intends to expand substantially
its current information services business, through the
expansion of its existing business and the creation, through a
combination of construction, leasing and purchase of facilities
and other assets, of a substantial facilities-based internet
communications network (the "Expansion Plan").
Using the network Level 3 intends to provide (a) a range of
internet access services at varying capacity levels and, as
technology development allows, at specified levels of quality
of service and security and (b) a number of business oriented
communications services which may include fax service, which
are transmitted in part over private or limited access
Transmission Control Protocol/Internet Protocol ("TCP/IP")
networks and are offered at lower prices than public telephone
network-based fax service, and voice message storing and
forwarding over the same TCP/IP-based networks.
(3) Discontinued Energy Operations:
In connection with the Expansion Plan, Level 3 expects to devote
substantially more management time and capital resources to its
information services business with a view to making the
information services business, over time, the principal
business of Level 3. In that respect, the management is
conducting a comprehensive review of the existing Level 3
businesses to determine how those businesses will complement
Level 3's focus on information services. If it is decided that
an existing business is not compatible with the information
services business and if a suitable buyer can be found, Level 3
may dispose of that business.
On September 10, 1997, Level 3 and CalEnergy entered into an
agreement whereby CalEnergy contracted to purchase Level 3's
energy investments for $1,155 million, subject to adjustments.
These energy investments include approximately 20.2 million
shares of CalEnergy common stock (assuming the exercise of 1
million options held by Level 3), Level 3's 30% ownership
interest in CE Electric and Level 3's investments, made jointly
with CalEnergy, in international power projects in Indonesia
and the Philippines. The transaction was subject to the
satisfactory completion of certain provisions of the agreement
and closed on January 2, 1998. These assets comprised the
energy segment of Level 3. Therefore, the Company has
reflected these assets, the earnings and losses attributable to
these assets, and the related cash flow items as discontinued
operations on the balance sheets, statements of earnings and
cash flows for all periods presented.
In order to fund the purchase of these assets, CalEnergy sold,
in October 1997, approximately 19.1 million shares of its
common stock at a price of $37.875 per share. This sale
reduced Level 3's ownership in CalEnergy to approximately 24%
but increased its proportionate share of CalEnergy's equity.
It is the Company's policy to recognize gains or losses on the
sale of stock by its investees. Level 3 recognized an after-
tax gain of approximately $44 million from transactions in
CalEnergy stock in the fourth quarter of 1997.
The Agreement with CalEnergy included a provision whereby
CalEnergy and Level 3 shared equally any proceeds from the
offering above or below a specified amount. The offering was
conducted at a price above that provided in the agreement and
therefore, Level 3 received additional proceeds of $16 million
at the time of closing.
Level 3 expects to recognize an after-tax gain on the
disposition of its energy assets in 1998 of approximately $324
million. The after-tax proceeds from the transaction of
approximately $967 million will be used to fund the expansion
plan of the information services business.
The following is summarized financial information for
discontinued energy operations:
Income from Discontinued Operations 1997 1996 1995
Operations
Equity in:
CalEnergy earnings, net $ 16 $ 20 $ 10
CE Electric earnings, net 17 (2) -
International energy projects earnings, net 5 (5) 6
Investment income from CalEnergy - 5 6
Income tax expense (9) (9) (8)
----- ----- ------
Income from operations $ 29 $ 9 $ 14
===== ===== ======
CalEnergy Stock Transactions
Gain on investee stock activity $ 68 $ - $ -
Income tax expense (24) - -
----- ----- ------
$ 44 $ - $ -
===== ===== ======
Extraordinary Loss - Windfall Tax
Level 3's share from CalEnergy $ (39) $ - $ -
Level 3's share from CE Electric (58) - -
Income tax benefit 34 - -
----- ----- ------
Extraordinary loss $ (63) $ - $ -
===== ===== ======
Investments in Discontinued Operations 1997 1996
Investment in CalEnergy $ 337 $ 292
Investment in CE Electric 135 176
Investment in international energy projects 186 149
Restricted securities 2 8
Deferred income tax liability (17) (17)
------- -------
Total $ 643 $ 608
======= =======
At December 27, 1997, Level 3 owned 19.2 million shares or 24%
of CalEnergy's outstanding common stock and had a cumulative
investment in CalEnergy common stock of $337 million. CalEnergy
common stock is traded on the New York Stock Exchange. On
December 27, 1997, the market value of Level 3's
investment in CalEnergy common stock was $548 million.
The following is summarized financial information of CalEnergy
Company, Inc.:
Operations (dollars in millions) 1997 1996 1995
Revenue $ 2,271 $ 576 $ 399
Income before extraordinary item 52 92 62
Extraordinary item - Windfall tax (136) - -
Level 3's share:
Income before extraordinary item 18 22 13
Goodwill amortization (2) (2) (3)
------- ------ -----
Equity in income of CalEnergy before
extraordinary item $ 16 $ 20 $ 10
======= ====== =====
Extraordinary item - Windfall tax $ (39) $ - $ -
======= ====== =====
Financial Position (dollars in millions) 1997 1996
Current assets $ 2,053 $ 945
Other assets 5,435 4,768
--------- --------
Total assets 7,488 5,713
Current liabilities 1,440 1,232
Other liabilities 4,494 3,301
Minority interest 134 299
--------- --------
Total liabilities 6,068 4,832
--------- --------
Net assets $ 1,420 $ 881
========= ========
Level 3's share:
Equity in net assets $ 337 $ 267
Goodwill - 25
--------- --------
Investment in CalEnergy $ 337 $ 292
========= ========
In December 1996, CE Electric, which is 70% owned by CalEnergy
and 30% owned by Level 3, acquired majority ownership of the
outstanding ordinary share capital of Northern Electric, plc.
pursuant to a tender offer (the "Tender Offer") commenced in
the United Kingdom by CE Electric in November 1996. As of
March 1997, CE Electric effectively owned 100% of Northern's
ordinary shares.
As of December 27, 1997, CalEnergy and Level 3 had contributed to
CE Electric approximately $410 million and $176 million,
respectively, of the approximately $1.3 billion required to
acquire all of Northern's ordinary and preference shares in
connection with the Tender Offer. The remaining funds
necessary to consummate the Tender Offer were provided by a
term loan and a revolving facility agreement obtained by CE
Electric. Level 3 has not guaranteed, and is not otherwise
subject to recourse for, amounts borrowed under these
facilities.
On July 2, 1997, the Labour Party in the United Kingdom
announced the details of its proposed "Windfall Tax" to be
levied against privatized British utilities. This one-time tax
is 23% of the difference between the value of Northern
Electric, plc. at the time of privatization and the utility's
current value based on profits over a period of up to four
years. CE Electric recorded an extraordinary charge of
approximately $194 million when the tax was enacted in July
1997. The total after-tax impact to Level 3 directly through
its investment in CE Electric and indirectly through its
interest in CalEnergy, was $63 million.
The following is summarized financial information of CE
Electric as of December 31, 1997 and December 31, 1996:
Operations (dollars in millions) 1997 1996
Revenue $ 1,564 $ 37
Income before extraordinary item 58 -
Extraordinary item - Windfall tax (194) -
Level 3's share:
Income before extraordinary item $ 17 $ -
Management fee paid to CalEnergy - (2)
-------- ------
17 (2)
======== ======
Extraordinary item - Windfall tax $ (58) $ -
======== ======
Financial Position (dollars in millions) 1997 1996
Current assets $ 419 $ 583
Other assets 2,519 1,772
------- -------
Total assets 2,938 2,355
Current liabilities 1,166 785
Other liabilities 1,265 718
Preferred stock 56 153
Minority interest - 112
------- ------
Total liabilities 2,487 1,768
------- ------
Net assets $ 451 $ 587
======= ======
Level 3's Share:
Equity in net assets $ 135 $ 176
======= ======
CE Electric's 1995 and 1996 operating results prior to the
acquisition were not significant relative to Level 3's results
after giving effect to certain pro forma adjustments related to
the acquisitions, primarily increased amortization and interest
expense.
In 1993, Level 3 and CalEnergy formed a venture to develop power
projects outside of the United States. Since 1993,
construction has begun on the Mahanagdong, Casecnan and Dieng
power projects. The Mahanagdong project is a 165 MW geothermal
power facility located on the Philippine island of Leyte. The
Casecnan project is a combined irrigation and 150 MW
hydroelectric power generation facility located on the island
of Luzon in the Philippines. Dieng Unit I is a 55 MW
geothermal facility on the Indonesian island of Java. An
additional five units are expected to be constructed on a
modular basis at the Dieng site, as geothermal resources are
developed. In June 1997, Level 3 and CalEnergy closed a $400
million revolving credit facility to finance the development
and construction of the remaining Indonesian projects. The
credit facility is collateralized by the Indonesian assets and
is nonrecourse to Level 3.
Generally, costs associated with the development, financing and
construction of the international energy projects have been
capitalized by each of the projects and will be amortized over
the life of each project.
The following is summarized financial information for the
international energy projects:
Financial Position
(dollars in millions) Mahanagdong Casecnan Dieng Other Total
1997
Current assets $ 42 $ 334 $ 87 $ 67 $ 530
Other assets 252 148 240 171 811
------ ------ ----- ------ -----
Total assets 294 482 327 238 1,341
Current liabilities 11 12 88 61 172
Other liabilities 186 372 123 56 737
------- ------ ----- ------ -----
Total liabilities
(with recourse only
to the projects) 197 384 211 117 909
------- ------ ----- ------ -----
Net assets $ 97 $ 98 $ 116 $ 121 $ 432
======= ====== ===== ====== =====
Group's share:
Equity in net assets $ 48 $ 49 $ 46 $ 43 $ 186
======= ====== ===== ====== =====
1996
Current assets $ 1 $ 441 $ 15 $ 10 $ 467
Other assets 239 51 118 36 444
------- ------ ----- ----- -----
Total assets 240 492 133 46 911
Current liabilities 15 9 24 11 59
Other liabilities 153 372 35 - 560
------- ------ ----- ----- -----
Total liabilities
(with recourse only
to the projects) 168 381 59 11 619
------- ------- ------ ----- -----
Net assets $ 72 $ 111 $ 74 $ 35 $ 292
======= ======= ====== ===== =====
Group's share:
Equity in net assets $ 36 $ 55 $ 36 $ 17 $ 144
Loan to Project - - 5 - 5
------- ------- ------ ----- -----
$ 36 $ 55 $ 41 $ 17 $ 149
======= ======= ====== ===== =====
In late 1995, the Casecnan joint venture closed financing for
the construction of the project with bonds issued by the
project company. The difference between the interest expense
on the debt and the interest earned on the unused funds prior
to payment of construction costs resulted in a loss to the
venture of $12 million in 1997 and 1996. Level 3's share of
these losses were $6 million in each year. The Mahanagdong
facility commenced operation in July, 1997. Level 3's
proportionate share of the earnings attributable to Mahanagdong
was $7 million 1997. No income or losses were incurred by the
international projects in 1995. In addition to the equity
earnings and losses, Level 3 has project development and
insurance expenses, and received management fee income related
to the international projects in all years.
In late 1995, a Level 3 and CalEnergy venture, CE Casecnan
Water and Energy Company, Inc. ("CE Casecnan") closed financing
and commenced construction of a $495 million irrigation and
hydroelectric power project located on the Philippine island of
Luzon. Level 3 and CalEnergy each made $62 million of equity
contributions to the project.
The CE Casecnan project was being constructed on a joint and
several basis by Hanbo Corporation and Hanbo Engineering &
Construction Co. Ltd. On May 7, 1997, CE Casecnan announced
that it had terminated the Hanbo Contract. In connection with
the contract termination, CE Casecnan made a $79 million draw
request under the letter of credit issued by Korea First Bank
("KFB") to pay for certain transition costs and other damages
under the Hanbo Contract. KFB failed to honor the draw
request; the matter is being litigated. If KFB would not be
required to honor its obligations under the letter of credit,
such action may have a material adverse effect on the CE
Casecnan project. Level 3 does not expect the outcome of the
litigation to affect its financial position due to the
transaction with CalEnergy.
(4) MFS Spin-off
In September 1995, the PKS Board of Directors approved a plan to
make a tax-free distribution of its entire ownership interest
in MFS to the Class D stockholders (the "Spin-off") effective
on September 30, 1995. Shares were distributed on the basis of
approximately .348 shares of MFS Common Stock and approximately
.130 shares of MFS Preferred Stock for each share of
outstanding Class D Stock.
The net investment in MFS distributed on September 30, 1995 was
approximately $399 million.
Operating results of MFS through September 30, 1995 are
summarized as follows:
(dollars in millions) 1995
Revenue $ 412
Loss from operations (176)
Net loss (196)
Level 3's share of loss in MFS (131)
Included in the income tax benefit on the statement of earnings
for the year ended December 30, 1995, is $93 million of tax
benefits from the reversal of certain deferred tax liabilities
recognized on gains from previous MFS stock transactions that
were not taxed due to the Spin-off.
(5) Gain on Subsidiary's Stock Transactions, net
Stock issuances by MFS for acquisitions and employee stock
options, reduced Level 3's ownership in MFS prior to the Spin-
off in 1995 to 66% from 67% in 1994. As a result, Level 3
recognized a gain of $3 million in 1995 representing the
increase in Level 3's proportionate share of MFS' equity.
Deferred income taxes had been established on this gain prior
to the Spin-off.
(6) Disclosures about Fair Value of Financial Instruments
The following methods and assumptions were used to determine
classification and fair values of financial instruments:
Cash and Cash Equivalents
Cash equivalents generally consist of funds invested in the
Kiewit Mutual Fund-Money Market Portfolio and highly liquid
instruments purchased with an original maturity of three months
or less. The securities are stated at cost, which approximates
fair value.
Marketable Securities, Restricted Securities and Non-current
Investments
Level 3 has classified all marketable securities, restricted
securities and marketable non-current investments not accounted
for under the equity method as available-for-sale. Restricted
securities primarily include investments in various portfolios
of the Kiewit Mutual Fund that are restricted to fund certain
reclamation liabilities of its coal mining ventures. Due to
the anticipated increase in capital expenditures, Level 3 has
reclassified its investments in marketable equity securities
from non-current to current in 1997. The amortized cost of the
securities used in computing unrealized and realized gains and
losses is determined by specific identification. Fair values
are estimated based on quoted market prices for the securities
on hand or for similar investments. Net unrealized holding
gains and losses are reported as a separate component of
stockholders' equity, net of tax.
At December 27, 1997 and December 28, 1996 the amortized cost,
unrealized holding gains and losses, and estimated fair values
of marketable securities, restricted securities and marketable
non-current investments were as follows:
Unrealized Unrealized
Amortized Holding Holding Fair
(dollars in millions) Cost Gains Losses Value
1997:
Marketable Securities:
Kiewit Mutual Fund:
Short-term government $ 234 $ - $ - $ 234
Intermediate term bond 195 3 - 198
Tax exempt 154 3 - 157
Equity 7 4 - 11
Collateralized mortgage
obligations - 1 - 1
Equity securities 48 9 - 57
Other securities 20 - - 20
------ ----- ----- ------
$ 658 $ 20 $ - $ 678
Restricted Securities:
Kiewit Mutual Fund:
Intermediate term bond $ 10 $ - $ - $ 10
Equity 12 - - 12
------ ----- ----- ------
$ 22 $ - $ - $ 22
====== ===== ===== ======
1996:
Marketable Securities:
Kiewit Mutual Fund:
Short-term government $ 100 $ - $ - $ 100
Intermediate term bond 65 2 - 67
Tax exempt 126 2 - 128
Equity 5 2 - 7
Corporate debt securities
(held by C-TEC) 47 - - 47
Collateralized mortgage
obligations - 1 - 1
Other securities 20 2 - 22
------ ----- ----- -----
$ 363 $ 9 $ - $ 372
====== ===== ===== =====
Restricted Securities:
Kiewit Mutual Fund:
Intermediate term bond $ 8 $ - $ - $ 8
Equity 7 2 - 9
------ ----- ----- ----
$ 15 $ 2 $ - $ 17
====== ===== ===== ====
Non-current investments:
Equity securities $ 49 $ 26 $ - $ 75
====== ===== ===== ====
Other securities consist of bonds issued by the Casecnan
project and purchased by Level 3.
For debt securities, amortized costs do not vary significantly
from principal amounts. Realized gains and losses on sales of
marketable and equity securities were $9 million and $- million
in 1997, $3 million and $- million in 1996, and $1 million and
$2 million in 1995.
At December 27, 1997, the contractual maturities of the debt
securities are as follows:
(dollars in millions) Amortized Cost Fair Value
Other securities:
10+ years $ 20 $ 20
====== ======
Maturities for the mutual fund, equity securities and
collateralized mortgage obligations have not been presented as
they do not have a single maturity date.
Long-term Debt
The fair value of debt was estimated using the incremental
borrowing rates of Level 3 for debt of the same remaining
maturities. The fair value of the debt approximates the
carrying amount.
(7) Investments
Investments consist of the following at December 27, 1997 and
December 28, 1996:
(dollars in millions) 1997 1996
Commonwealth Telephone Enterprises Inc. $ 75 $ -
RCN Corporation 214 -
Cable Michigan 46 -
Pavilion Towers 22 -
Equity securities (Note 6) - 75
C-TEC investments:
Megacable S.A. de C.V. - 74
Other - 12
Other 26 28
------ ------
$ 383 $ 189
====== ======
On September 5, 1997, C-TEC announced that its board of
directors had approved the planned restructuring of C-TEC into
three publicly traded companies effective September 30, 1997.
Under the terms of the restructuring C-TEC shareholders
received stock in the following companies:
- Commonwealth Telephone Enterprises, Inc., containing the local
telephone group and related engineering business;
- Cable Michigan, Inc., containing the cable television
operations in Michigan; and
- RCN Corporation, Inc., which consists of RCN Telecom Services;
C-TEC's existing cable systems in the Boston-Washington D.C.
corridor; and the investment in Megacable S.A. de C.V., a cable
operator in Mexico. RCN Telecom Services is a provider of
packaged local and long distance telephone, video, and internet
access services provided over fiber optic networks to residential
customers in Boston, New York City and Washington D.C.
As a result of the restructuring, Level 3 owns less than 50% of
the outstanding shares and voting rights of each entity, and
therefore accounts for each entity using the equity method as
of the beginning of 1997. C-TEC's financial position, results
of operations and cash flows are consolidated in the 1996 and
1995 consolidated financial statements.
The following is summarized financial information of the three
entities created as result of the C-TEC restructuring:
Operations (dollars in millions) 1997 1996 1995
Commonwealth Telephone Enterprises
Revenue $ 197 $ 186 $ 174
Net income available to common stockholders 20 20 31
Level 3's share:
Net income 10 10 15
Goodwill amortization (1) (1) 1
------ ------ ------
Equity in net income $ 9 $ 9 $ 16
====== ====== ======
Cable Michigan
Revenue $ 81 $ 76 $ 60
Net loss available to common stockholders (4) (8) (10)
Level 3's share:
Net loss (2) (4) (5)
Goodwill amortization (4) (4) (4)
------ ------ -----
Equity in net loss $ (6) $ (8) $ (9)
====== ====== =====
RCN Corporation
Revenue $ 127 $ 105 $ 91
Net income (loss) available to
common stockholders (52) (6) 2
Level 3's share:
Net income (loss) (26) (3) 1
Goodwill amortization - (3) 1
------ ------ -----
Equity in net (loss) income $ (26) $ (6) $ 2
====== ====== =====
Commonwealth
Telephone Cable RCN
Enterprises Michigan Corporation
Financial Position (in millions) 1997 1996 1997 1996 1997 1996
Current assets $ 71 $ 51 $ 23 $ 10 $ 698 $ 143
Other assets 303 266 120 139 453 485
----- ----- ----- ----- ------ -----
Total assets 374 317 143 149 1,151 628
Current liabilities 76 59 16 24 70 57
Other liabilities 260 189 166 190 708 175
Minority interest - - 15 15 16 5
----- ----- ----- ----- ------ -----
Total liabilities 336 248 197 229 794 237
----- ----- ----- ----- ------ -----
Net assets (liabilities) $ 38 $ 69 $ (54) $ (80) $ 357 $ 391
===== ===== ===== ===== ====== =====
Level 3's Share:
Equity in net assets $ 18 $ 33 $ (26) $ (38) $ 173 $ 189
Goodwill 57 72 72 75 41 41
----- ----- ----- ----- ------ -----
$ 75 $ 91 $ 46 $ 37 $ 214 $ 230
===== ===== ===== ===== ====== ======
On December 27, 1997 the market value of Level 3's investments
in Commonwealth Telephone, Cable Michigan and RCN was $215
million, $76 million and $485 million, respectively.
In February 1997, Level 3 purchased the Pavillion Towers office
buildings in Aurora, Colorado for $22 million.
Investments in 1996 also include C-TEC's 40% ownership of
Megacable S.A. de C.V., Mexico's second largest cable operator,
accounted for using the equity method.
(8) Intangible Assets
Intangible assets consist of the following at December 27, 1997
and December 28, 1996:
(dollars in millions) 1997 1996
CPTC intangibles and other $ 23 $ 23
C-TEC:
Goodwill - 198
Franchise and subscriber lists - 229
Other - 34
------ ------
23 484
Less accumulated amortization (2) (131)
------ ------
$ 21 $ 353
====== ======
(9) Long-Term Debt
At December 27, 1997 and December 28, 1996, long-term debt was
as follows:
(dollars in millions) 1997 1996
CPTC Long-term Debt (with recourse only to CPTC):
Bank Note
(7.7% due 2008) $ 65 $ 65
Institutional Note
(9.45% due 2017) 35 35
OCTA Debt
(9.0% due 2006) 8 6
Subordinated Debt
(9.5% No Maturity) 6 2
------ ------
114 108
Other:
Pavilion Towers Debt (8.4% due 2007) 15 -
Capitalized Leases 6 1
Other 5 6
------- ------
26 7
C-TEC Long-term Debt (with recourse only to C-TEC):
Credit Agreement - National Bank for Cooperatives
(7.51% due 2009) - 110
Senior Secured Notes
( 9.65% due 1999) - 134
Term Credit Agreement - Morgan Guaranty
Trust Company (7% due 2002) - 18
-------- ------
- 262
-------- ------
140 377
Less current portion (3) (57)
-------- ------
$ 137 $ 320
======== ======
CPTC:
In August 1996, CPTC converted its construction financing note
into a term note with a consortium of banks ("Bank Debt"). The
interest rate on the Bank Debt is based on LIBOR plus a varying
rate with interest payable quarterly. Upon completion of the
SR91 toll road, CPTC entered into an interest rate swap
arrangement with the same parties. The swap expires in January
2004 and fixes the interest rate on the Bank Debt from 9.21% to
9.71% during the term of the swap agreement.
The institutional note is with Connecticut General Life
Insurance Company, a subsidiary of CIGNA Corporation. The note
converted into a term loan upon completion of the SR91 toll
road.
Substantially all the assets of CPTC and the partners' equity
interest in CPTC secure the term debt.
Orange County Transportation Authority holds $8 million of
subordinated debt which is due in varying amounts over 10
years. Interest accrues at 9% and is payable quarterly
beginning in 2000.
In July 1996, CPTC borrowed from the partners $2 million to
facilitate the completion of the project. In 1997, CPTC
borrowed an additional $4 million from the partners in order to
comply with equity maintenance provisions of the contracts with
the State of California and its lenders. The debt is generally
subordinated to all other debt of CPTC. Interest on the
subordinated debt compounds annually at 9.5% and is payable
only as CPTC generates excess cash flows.
CPTC capitalized interest of $- million, $5 million and $7
million in 1997, 1996 and 1995.
Other:
In June 1997, a mortgage with Metropolitan Life was
established. The Pavilion Towers building in Aurora, CO
collateralizes this debt.
Scheduled maturities of long-term debt through 2002 are as
follows (in millions): 1998 - $3; 1999 -$6; 2000 - $5; 2001 -
$6 and $8 in 2002.
(10) Income Taxes
An analysis of the income tax (provision) benefit attributable
to earnings from continuing operations before income taxes and
minority interest for the three years ended December 27, 1997
follows:
(dollars in millions) 1997 1996 1995
Current:
U.S. federal $ (54) $ (61) $ (66)
Foreign - (4) (4)
State (1) (6) (3)
------ ------ ------
(55) (71) (73)
Deferred:
U.S. federal 103 67 145
Foreign - - 3
State - 1 4
------- ------ ------
103 68 152
------- ------ ------
$ 48 $ (3) $ 79
======= ====== ======
The United States and foreign components of earnings from
continuing operations for tax reporting purposes, before equity
loss in MFS (recorded net of tax), minority interest and income
taxes follows:
(dollars in millions) 1997 1996 1995
United States $ 31 $ 106 $ 187
Foreign - 1 3
------ ------ ------
$ 31 $ 107 $ 190
====== ====== ======
A reconciliation of the actual income tax (provision) benefit
and the tax computed by applying the U.S. federal rate (35%) to
the earnings from continuing operations before equity loss in
MFS (recorded net of tax), minority interest and income taxes
for the three years ended December 27, 1997 follows:
(dollars in millions) 1997 1996 1995
Computed tax at statutory rate $ (11) $ (37) $ (67)
State income taxes (1) (3) -
Depletion 3 3 2
Goodwill amortization - (3) (2)
Tax exempt interest 2 2 2
Prior year tax adjustments 62 44 51
Compensation expense attributable
to options (7) - -
MFS deferred tax - - 93
Taxes on foreign operations - (2) 1
Other - (7) (1)
------ ------ ------
$ 48 $ (3) $ 79
====== ====== ======
During the three years ended December 27, 1997, the Company
settled a number of disputed tax issues related to prior years
that have been included in prior year tax adjustments.
Possible taxes, beyond those provided on remittances of
undistributed earnings of foreign subsidiaries, are not
expected to be material.
The components of the net deferred tax liabilities for the
years ended December 27, 1997 and December 28, 1996 were as
follows:
(dollars in millions) 1997 1996
Deferred tax liabilities:
Investments in securities $ 7 $ 11
Investments in joint ventures 33 45
Asset bases - accumulated depreciation 53 225
Coal sales 41 15
Other 16 16
----- ------
Total deferred tax liabilities 150 312
Deferred tax assets:
Compensation - retirement benefits 25 29
Investment in subsidiaries 8 2
Provision for estimated expenses 7 26
Net operating losses of subsidiaries - 6
Foreign and general business tax credits 3 67
Alternative minimum tax credits - 16
Other 9 19
Valuation allowances - (6)
----- ------
Total deferred tax assets 52 159
----- ------
Net deferred tax liabilities $ 98 $ 153
===== ======
(11) Stockholders' Equity
PKS is generally committed to purchase all common stock in
accordance with the Certificate of Incorporation. Issuances and
repurchases of common shares, including conversions, for the
three years ended December 27, 1997 were as follows:
Class Class
B&C Stock D Stock
Shares issued in 1995 1,021,875 530,610
Shares repurchased in 1995 136,057 210,735
Class B&C shares converted
to Class D shares 6,092,877 12,847,155
Shares issued in 1996 896,640 -
Shares repurchased in 1996 146,893 1,276,080
Class B&C shares converted
to Class D shares 623,475 2,052,425
Shares issued in 1997 893,924 13,113,015
Shares repurchased in 1997 44,256 14,805
Class B&C shares converted
to Class D shares 1,723,966 6,517,715
The 1996 activity includes 150,995 Class D shares converting to 47,007 Class
C shares. The 1997 activity includes 1,880 Class D shares converting to 510
Class C shares.
(12) Class D Stock Plan
In December 1997, stockholders approved amendments to the 1995
Class D Stock Plan ("the Plan"). The amended plan, among other
things, increases the number of shares reserved for issuance
upon the exercise of stock based awards to 35,000,000,
increases the maximum number of options granted to any one
participant to 5,000,000, provides for the acceleration of
vesting in the event of a change in control, allows for the
grant of stock based awards to directors of Level 3 and other
persons providing services to Level 3, and allows for the grant
of nonqualified stock options with an exercise price less than
the fair market value of Class D Stock.
In December 1997, Level 3 converted both option and stock
appreciation rights plans of a subsidiary, to the Class D Stock
plan. This conversion resulted in the issuance of 3.7 million
options to purchase Class D Stock at $9 per share. Level 3
recognized an expense, and a corresponding increase in equity,
as a result of the transaction. This increase in equity and
the conversion of the stock appreciation rights liability to equity
are reflected as option activity in the statement of Changes in
Stockholders' Equity. The options vest over three years and expire
in December 2002.
Level 3 has elected to adopt only the required disclosure
provisions and not the optional expense recognition provisions
under SFAS No. 123 "Accounting for Stock Based Compensation",
which established a fair value based method of accounting for
stock options and other equity instruments. The fair value of
the options outstanding was calculated using the Black-Scholes
method using risk-free interest rates ranging from 5.5% to
6.77% and expected lives of 75% of the total life of the option.
Level 3 used an expected volatility rate of 0%, which is
allowed for private entities under SFAS No. 123. Once Level 3's
stock is listed, volatility factors will be incorporated in
determining fair value. Level 3's net income and earnings per
share for 1997 and 1996 would have been reduced to the pro forma
amounts shown below had SFAS No. 123 been applied.
1997 1996
Net Income of Level 3
As Reported $ 93 $ 113
Pro Forma 93 112
Basic Earnings per Share
As Reported $ .74 $ .97
Pro Forma .74 .97
Diluted Earning per Share
As Reported $ .74 $ .97
Pro Forma .74 .96
The 1995 historical and pro forma and as reported amounts did not vary as
the options granted in 1995 had not vested.
Transactions involving stock options granted under the Plan are
summarized as follows:
Option Price Weighted Avg.
Shares Per Share Option Price
Balance December 31, 1994 - $ - $ -
Options granted 1,340,000 8.08 8.08
Options cancelled - - -
Options exercised - - -
---------
Balance December 30, 1995 1,340,000 $ 8.08 $ 8.08
======== ========
Options granted 895,000 $ 9.90 $ 9.90
Options cancelled (15,000) 8.08 8.08
Options exercised - - -
---------
Balance December 28, 1996 2,220,000 $8.08 - $9.90 $ 8.81
============= ========
Options granted 7,495,465 $9.00 - $10.85 $ 9.93
Options cancelled (53,000) $9.90 $ 9.90
Options exercised (2,318,465) $8.08 - $9.90 $ 8.93
----------
Balance December 27, 1997 7,344,000 $8.08 - $10.85 $ 9.91
========== ============== ========
Options exercisable
December 30, 1995 - $ - $ -
December 28, 1996 265,000 8.08 8.08
December 27, 1997 1,295,269 $8.08 - $9.90 8.70
The weighted average remaining life for the 7,344,000 options
outstanding on December 27, 1997 is 8.3 years.
(13) Industry and Geographic Data
The Company conducts in continuing operations primarily in
three reportable segments: information services, telecommunications
and coal mining. Other primarily includes CPTC and corporate overhead
not attributable to a specific segment and marketable securities.
Equity earnings is included due to the significant equity
investments in the telecommunications business.
In 1997, 1996 and 1995 Commonwealth Edison Company accounted
for 43%, 23% and 23% of Level 3's revenues.
Industry and geographic data for the construction and energy
businesses have been recorded under discontinued operations.
A summary of the Company's operations by industry and
geographic region is as follows:
Telecom-
Industry Data munications
(dollars in Information C-TEC Coal Discontinued
millions) Services Entities) Mining Other Operations Consolidated
1997
Revenue $ 94 $ - $ 222 $ 16 $ - $ 332
Operating
Earnings (16) - 82 (23) - 43
Equity Losses,
net - (23) - (20) - (43)
Identifiable
Assets 61 336 449 588 1,295 2,779
Capital
Expenditures 14 - 3 9 - 26
Depreciation,
Depletion &
Amortization 8 - 8 8 - 24
1996
Revenue $ 42 $ 367 $ 234 $ 9 $ - $ 652
Operating
Earnings (3) 31 94 (35) - 87
Equity Losses,
net (1) (1) - (7) - (9)
Identifiable
Assets 29 1,100 387 380 1,170 3,066
Capital
Expenditures 11 87 2 17 - 117
Depreciation,
Depletion &
Amortization 10 106 12 4 - 132
1995
Revenue $ 36 $ 325 $ 216 $ 3 $ - $ 580
Operating
Earnings 4 37 77 (73) - 45
Equity
Losses, net - (3) - (2) - (5)
Identifiable
Assets 34 1,143 368 614 786 2,945
Capital
Expenditures 6 72 4 36 - 118
Depreciation,
Depletion &
Amortization 5 81 7 3 - 96
Telecom-
Geographic Data munications
(dollars in Information C-TEC Coal Discontinued
millions) Services Entities) Mining Other Operations Consolidated
1997
Revenue:
United States $ 94 $ - $ 222 $ 16 $ - $ 332
Other - - - - - -
------ ------- ------ ----- ------ --------
$ 94 $ - $ 222 $ 16 $ - $ 332
====== ======= ====== ===== ====== =======
Operating Earnings:
United States $ (16) $ - $ 82 $ (23) $ - $ 43
Other - - - - - -
----- ------- ------ ----- ------ -------
$ (16) $ - $ 82 $ (23) $ - $ 43
===== ======= ====== ===== ====== =======
Identifiable Assets:
United States $ 59 $ 336 $ 499 $ 588 $ 870 $ 2,352
Other 2 - - - 425 427
----- ------- ------ ----- ------ -------
$ 61 $ 336 $ 499 $ 588 $1,295 $ 2,779
===== ======= ====== ===== ====== =======
1996
Revenue:
United States $ 42 $ 367 $ 234 $ 9 $ - $ 652
Other - - - - - -
----- ------- ------ ----- ------ -------
$ 42 $ 367 $ 234 $ 9 $ - $ 652
===== ======= ====== ===== ====== =======
Operating Earnings:
United States $ (3) $ 31 $ 94 $ (35) $ - $ 87
Other - - - - - -
----- ------- ------ ----- ------- -------
$ (3) $ 31 $ 94 $ (35) $ - $ 87
===== ======= ====== ===== ======= =======
Identifiable Assets:
United States $ 29 $ 1,100 $ 387 $ 380 $ 761 $ 2,657
Other - - - - 409 409
----- ------- ------ ----- ------- -------
$ 29 $ 1,100 $ 387 $ 380 $ 1,170 $ 3,066
===== ======= ====== ===== ======= =======
1995
Revenue:
United States $ 36 $ 325 $ 216 $ 3 $ - $ 580
Other - - - - - -
----- ------- ------ ---- ------- -------
$ 36 $ 325 $ 216 $ 3 $ - $ 580
===== ======= ====== ==== ======= =======
Operating Earnings:
United States $ 4 $ 37 $ 77 $(73) $ - $ 45
Other - - - - - -
----- ------- ------ ---- ------- -------
$ 4 $ 37 $ 77 $(73) $ - $ 45
===== ======= ====== ==== ======= =======
Identifiable Assets:
United States $ 34 $ 1,143 $ 368 $614 $ 614 $ 2,773
Other - - - - 172 172
----- ------- ----- ---- ------- -------
$ 34 $ 1,143 $ 368 $614 $ 786 $ 2,945
===== ======= ===== ==== ======= =======
(14) Related Party Transactions
Level 3 receives certain mine management services from the
Construction & Mining Group. The expense for these services
was $32 million for 1997, $37 million for 1996 and $30 million
for 1995, and is recorded in general and administrative
expenses. The revenue earned by the Construction and Mining
Group is included in discontinued operations.
(15) Fair Value of Financial Instruments
The carrying and estimated fair values of Level 3's financial
instruments are as follows:
1997 1996
Carrying Fair Carrying Fair
(dollars in millions) Amount Value Amount Value
Cash and cash equivalents (Note 6) $ 87 $ 87 $ 147 $ 147
Marketable securities (Note 6) 678 678 372 372
Restricted securities (Note 6) 22 22 17 17
Investment in equity securities
(Notes 6 & 7) - - 75 75
Investment in C-TEC entities (Note 7) 335 776 355 315
Investments in discontinued
operations (Note 4) 643 854 608 960
Long-term debt (Notes 6 & 9) 140 140 377 384
(16) C-TEC Restructuring
The following is financial information of the Company had C-TEC
been accounted for utilizing the equity method as of December
27, 1997 and December 28, 1996 and for each of the three years
ended December 27, 1997. The 1997 financial statements include
C-TEC accounted for utilizing the equity method and are
presented here for comparative purposes only.
Operations (dollars in millions) 1997 1996 1995
Revenue $ 332 $ 285 $ 255
Cost of Revenue (175) (134) (133)
------ ------ ------
157 151 122
General and Administrative Expenses (114) (95) (114)
------ ------ ------
Operating Earnings 43 56 8
Other (Expense) Income:
Equity earnings (losses), net (43) (13) 7
Investment income, net 45 42 30
Interest expense, net (15) (5) (1)
Gain on subsidiary's stock transactions, net - - 3
Other, net 1 11 120
----- ----- ------
(12) 35 159
Equity Loss in MFS - - (131)
Earnings from Continuing Operations
before Income Taxes and Minority Interest 31 91 36
Income Tax Benefit 48 11 90
Minority Interest in Net Loss of Subsidiaries 4 2 -
----- ----- ------
Income from Continuing Operations 83 104 126
Income from Discontinued Operations 165 117 118
----- ----- ------
Net Earnings $ 248 $ 221 $ 244
===== ===== ======
Financial Position (dollars in millions) 1997 1996
Assets
Current Assets:
Cash and cash equivalents $ 87 $ 71
Marketable securities 678 325
Restricted securities 22 17
Receivables 42 34
Investment in Discontinued operations - Energy 643 608
Other 22 12
------- -------
Total Current Assets 1,494 1,067
Net Property, Plant and Equipment 184 174
Investments 383 458
Investments in Discontinued Operations-Construction 652 562
Intangible Assets, net 21 23
Other Assets 45 49
------- -------
$ 2,779 $ 2,333
======= =======
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 31 $ 41
Current portion of long-term debt 3 2
Accrued reclamation and other mining costs 19 19
Other 36 27
------- --------
Total Current Liabilities 89 89
Long-term Debt, less current portion 137 113
Deferred Income Taxes 83 47
Accrued Reclamation Costs 100 98
Other Liabilities 139 163
Minority Interest 1 4
Stockholders' Equity 2,230 1,819
-------- --------
$ 2,779 $ 2,333
======== ========
(17) Pro Forma Information (unaudited).
The following information represents the pro forma financial
position of Level 3 after reflecting the impact of the
transactions with CalEnergy (Note 3), the conversion of Class C
shares to Class D shares (Note 19) and transactions related to
the spin-off of the Construction and Mining Group (Note 2), all
of which took place or are expected to happen in the first
quarter of 1998.
1997 1997
(dollars in millions) Historical Adjustments Pro Forma
Current Assets
Cash & marketable securities $ 765 $ 122 (a) $ 2,046
1,159 (b)
Investment in discontinued
operations - energy 643 (643)(b) -
Other current assets 86 86
------- ------ -------
Total Current Assets 1,494 638 2,132
Property, Plant & Equipment, net 184 184
Investment in Discontinued Operations -
Construction 652 (122)(a) -
350 (c)
(880)(d)
Other Non-current assets 449 449
------- ------ -------
$ 2,779 $ (14) $ 2,765
======= ====== =======
Current Liabilities $ 89 $ 192 (b) $ 281
Non-current Liabilities 459 459
Minority Interest 1 1
Stockholders' Equity 2,230 324 (b) 2,024
350 (c)
(880)(d)
------- ------- -------
$ 2,779 $ (14) $ 2,765
======= ======= =======
(a) Reflect conversion of 2.3 million Class C shares to 10.5
million Class D shares
(b) Reflect sale of energy assets to CalEnergy and related income
tax liability.
(c) Reflect fair value gain on the distribution of the
Construction and Mining Group.
(d) Reflect spin-off of the Construction and Mining Group.
(18) Other Matters
In connection with the sale of approximately 10 million Class D
shares to employees in 1997, the Company has retained the right
to purchase the relevant Class D shares at the then current Class
D Stock price if the Transaction is definitely abandoned by formal
action of the PKS Board or the employees voluntarily terminate their
employment on various dates prior to January 1, 1999.
In May 1995, the lawsuit titled Whitney Benefits, Inc. and
Peter Kiewit Sons' Co. v. The United States was settled. In
1983, plaintiffs alleged that the enactment of the Surface
Mining Control and Reclamation Act of 1977 had prevented the
mining of their Wyoming coal deposit and constituted a
government taking without just compensation. In settlement of
all claims, plaintiffs agreed to deed the coal deposits to the
government and the government agreed to pay plaintiffs $200
million, of which Peter Kiewit Sons' Co., a Level 3 subsidiary,
received approximately $135 million in June 1995 and recorded
it in other income on the statements of earnings.
The Company is involved in various other lawsuits, claims and
regulatory proceedings incidental to its business. Management
believes that any resulting liability, beyond that provided,
should not materially affect the Company's financial position,
future results of operations or future cash flows.
Level 3 leases various buildings and equipment under both
operating and capital leases. Minimum rental payments on
buildings and equipment subject to noncancelable operating
leases during the next 7 years aggregate $29 million.
It is customary in Level 3's industries to use various
financial instruments in the normal course of business. These
instruments include items such as letters of credit. Letters
of credit are conditional commitments issued on behalf of Level
3 in accordance with specified terms and conditions. As of
December 27, 1997, Level 3 had outstanding letters of credit of
approximately $22 million.
(19) Subsequent Events
In January 1998, approximately 2.3 million shares of Class C
Stock, with a redemption value of $122 million, were converted
into 10.5 million shares of Class D Stock.
In March 1998, PKS announced that its Class D Stock will begin
trading on April 1 on the Nasdaq National Market under the
symbol "LVLT". The Nasdaq listing will follow the separation
of the Level 3 and the Construction Group of PKS, which is
expected to be completed on March 31, 1998. In connection with
the separation, PKS' construction subsidiary will be renamed
"Peter Kiewit Sons', Inc." and PKS Class D stock will become
the common stock of Level 3 Communications, Inc.
PKS' certificate of incorporation gives stockholders the right to
exchange their Class C Stock for Class D Stock under a set
conversion formula. That right will be eliminated as a result
of the separation of Level 3 and the Construction Group. To
replace that conversion right, Class C stockholders received
6.5 million shares of a new Class R stock in January, 1998,
which is convertible into Class D Stock in accordance with
terms ratified by stockholders in December 1997.
The PKS Board of Directors has approved in principle a plan to
force conversion of all shares of Class R stock outstanding.
Due to certain provisions of the Class R stock, conversion will
not be forced prior to May 1998, and the final decision to
force conversion would be made by Level 3's Board of Directors
at that time. Level 3's Board may choose not to force
conversion if it were to decide that conversion is not in the
best interests of Level 3 stockholders. If, as currently
anticipated, Level 3's Board determines to force conversion of
the Class R stock on or before June 30, 1998, certain
adjustments will be made to the cost sharing and risk
allocation provisions of the separation agreement between Level
3 and the Construction business.
If Level 3's Board of Directors determines to force conversion of
the Class R stock, each share of Class R stock will be
convertible into $25 worth of Level 3 (Class D) common stock,
based upon the average trading price of the Level 3 common
stock on the Nasdaq National Market for the last fifteen
trading days of the month prior to the determination by the
Board of Directors to force conversion. When the spin-off occurs,
Level 3 will increase paid in capital and reduce retained earnings
by the fair value of the Class R shares.