EX-99.a
Form 10-K for 1993
File No. 1-8610
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 11-K
ANNUAL REPORT
_____________
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission File Number 1-8610
_____________
SOUTHWESTERN BELL CORPORATION
SAVINGS PLAN FOR SALARIED EMPLOYEES
_____________
SOUTHWESTERN BELL CORPORATION
175 E. Houston, San Antonio, Texas 78205
Financial Statements and Exhibits.
(a) Financial Statements of the Plan included herein:
Page
Report of Independent Auditors . . . . . . . . . . . . . 3
Statement of Net Assets Available for Plan Benefits at
December 31, 1993 . . . . . . . . . . . . . . . . . . . 4
Statement of Net Assets Available for Plan Benefits at
December 31, 1992 . . . . . . . . . . . . . . . . . . . 6
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1993 . . . . . 8
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1992 . . . . 10
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1991 . . . . 12
Notes to Financial Statements . . . . . . . . . . . . 14
Schedule of Investments . . . . . . . . . . . . . . . 18
(b) Exhibits:
Exhibit
Number
23.a Consent of Ernst & Young
REPORT OF INDEPENDENT AUDITORS
Benefit Plan Committee of the
Southwestern Bell Corporation
Savings Plan for Salaried Employees
We have audited the accompanying statements of net assets
available for plan benefits of the Southwestern Bell Corporation
Savings Plan for Salaried Employees (the Plan) as of December 31,
1993 and 1992, and the related statements of changes in net
assets available for plan benefits for each of the three years in
the period ended December 31, 1993. Our audit also included the
schedule of investments listed in the Index. These financial
statements and schedule are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedule 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 net assets
available for plan benefits of the Plan at December 31, 1993 and
1992, and the changes in its net assets available for plan
benefits for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted
accounting principles. Also, in our opinion, the related
schedule of investments, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
ERNST & YOUNG
San Antonio, Texas
May 25, 1994
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
ASSETS
Investments at value
(cost $908,852):
SBC common shares:
allocated $ 159,603 $ - $ - $ - $ - $ - $ 159,603
unallocated 280,338 - - - - - 280,338
other - 364,298 - - - 31,580 395,878
Wells Fargo Bank Bond
Index Fund - - 33,475 - - - 33,475
Contracts with insurance
companies and financial
institutions - - - - 200,668 - 200,668
Wells Fargo Commingled
Index Fund - - - 138,864 - - 138,864
Temporary cash investments 7,634 10,829 2,463 2,345 48,047 2,364 73,682
Total Investments 447,575 375,127 35,938 141,209 248,715 33,944 1,282,508
Shares distributable at value:
SBC common shares - 4,435 - - - 14 4,449
SBC allocated common shares 1,476 - - - - - 1,476
Total Shares Distributable 1,476 4,435 - - - 14 5,925
Contributions receivable:
Participant - 484 59 277 230 - 1,050
Total Contributions Receivable - 484 59 277 230 - 1,050
(Continued)
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
(Continued)
Dividends and interest receivable 20 323 226 137 169 18 893
Loans receivable from participants - 21,782 2,047 10,958 12,394 - 47,181
Transfers receivable from other
funds and plans - 35,658 11 2,150 - - 37,819
Other 1,935 1,040 99 526 593 - 4,193
Total Assets 451,006 438,849 38,380 155,257 262,101 33,976 1,379,569
LIABILITIES
Distributions payable 4,625 10,936 948 3,689 6,764 767 27,729
Transfers payable to other
funds and plans - - 468 - 4,104 33,208 37,780
Payable for investments purchased - 873 192 - 16 - 1,081
Administrative expenses 21 5 2 4 7 1 40
Interest payable 8,779 - - - - - 8,779
Current portion of long-term debt 27,375 - - - - - 27,375
Long-term debt 181,323 - - - - - 181,323
Total Liabilities 222,123 11,814 1,610 3,693 10,891 33,976 284,107
Net Assets Available for Plan
Benefits $ 228,883 $ 427,035 $ 36,770 $ 151,564 $ 251,210 $ - $1,095,462
<FN>
See Notes to Financial Statements.
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
ASSETS
Investments at value
(cost $844,105):
SBC common shares:
allocated $ 118,838 $ - $ - $ - $ - $ - $ 118,838
unallocated 280,255 - - - - - 280,255
other - 288,608 - - - 4,864 293,472
Wells Fargo Bank Bond
Index Fund - - 32,556 - - - 32,556
Other marketable equity - - - - - 36,336 36,336
securities
Contracts with insurance
companies and financial
institutions - - - - 259,667 - 259,667
Wells Fargo Commingled
Index Fund - - - 118,810 - - 118,810
Temporary cash investments 7,529 2,824 1,224 2,571 573 1,124 15,845
Total Investments 406,622 291,432 33,780 121,381 260,240 42,324 1,155,779
Shares distributable at value:
SBC common shares - 1,017 - - - 12 1,029
SBC allocated common shares 277 - - - - - 277
Other marketable equity securities - - - - - 91 91
Total Shares Distributable 277 1,017 - - - 103 1,397
(Continued)
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
(Continued)
Contributions receivable:
Participant - 425 64 321 381 - 1,191
Total Contributions Receivable - 425 64 321 381 - 1,191
Dividends and interest receivable 21 126 217 372 110 236 1,082
Loans receivable from participants - 16,894 2,223 9,781 15,561 - 44,459
Transfers receivable from other
funds and plans - 260 - - 3,110 - 3,370
Total Assets 406,920 310,154 36,284 131,855 279,402 42,663 1,207,278
LIABILITIES
Distributions payable 919 2,990 709 2,653 6,632 554 14,457
Transfers payable to other
funds and plans - 2,059 416 261 - 528 3,264
Payable for investments purchased - - 198 251 - - 449
Interest payable 9,970 - - - - - 9,970
Current portion of long-term debt 25,962 - - - - - 25,962
Long-term debt 208,698 - - - - - 208,698
Total Liabilities 245,549 5,049 1,323 3,165 6,632 1,082 262,800
Net Assets Available for Plan
Benefits $ 161,371 $ 305,105 $ 34,961 $ 128,690 $ 272,770 $ 41,581 $ 944,478
<FN>
See Notes to Financial Statements.
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
Net Assets Available for Plan
Benefits, December 31, 1992 $ 161,371 $ 305,105 $ 34,961 $ 128,690 $ 272,770 $ 41,581 $ 944,478
Additions to Net Assets:
Contributions and transfers:
Participant contributions - 22,705 2,892 14,203 15,710 - 55,510
Employer contributions 30,314 - - - - - 30,314
Transfers of participants'
balances - net - 72,023 (1,559) 5,588 (37,537) (39,903) (1,388)
Loan transfer 25,962 - - - - - 25,962
56,276 94,728 1,333 19,791 (21,827) (39,903) 110,398
Investment income:
Dividends on SBC common shares 16,115 12,360 - - - 140 28,615
Other dividends - - - 3,628 - 1,363 4,991
Interest 137 283 2,322 2 18,628 41 21,413
Transfer of interest and dividends - 1,537 - - - (1,537) -
16,252 14,180 2,322 3,630 18,628 7 55,019
Interest income on participant loans - 1,626 172 789 1,143 - 3,730
Net appreciation (depreciation) in
fair value of investments 48,607 37,679 1,149 8,709 - 4,205 100,349
Total Additions 121,135 148,213 4,976 32,919 (2,056) (35,691) 269,496
(Continued)
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
(Continued)
Deductions from Net Assets:
Administrative Expenses 74 37 14 29 45 8 207
Interest expense 18,108 - - - - - 18,108
Loan payment - principal 25,962 - - - - - 25,962
Distributions to participants 9,479 26,246 3,153 10,016 19,459 5,882 74,235
Total Deductions 53,623 26,283 3,167 10,045 19,504 5,890 118,512
Net Assets Available for Plan
Benefits, December 31, 1993 $ 228,883 $ 427,035 $ 36,770 $ 151,564 $ 251,210 $ - $1,095,462
<FN>
See Notes to Financial Statements.
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
Net Assets Available for Plan
Benefits, December 31, 1991 $ 91,905 $ 269,929 $ 35,597 $ 114,163 $ 286,598 $ 46,985 $ 845,177
Additions to Net Assets:
Contributions and transfers:
Participant contributions - 17,342 2,540 11,967 17,574 - 49,423
Employer contributions 29,998 - - - - - 29,998
Transfers of participants'
balances - net - (2,941) (1,019) 9,705 (8,763) (2,234) (5,252)
Loan transfer 24,462 - - - - - 24,462
54,460 14,401 1,521 21,672 8,811 (2,234) 98,631
Investment income:
Dividends on SBC common shares 15,908 12,336 - - - 215 28,459
Other dividends - - - 3,436 - 1,930 5,366
Interest 193 187 2,566 3 21,958 58 24,965
Transfer of interest and dividends - 2,168 - - - (2,168) -
16,101 14,691 2,566 3,439 21,958 35 58,790
Interest income on participant loans - 1,374 164 706 1,372 - 3,616
Net appreciation (depreciation) in
fair value of investments 50,478 35,357 (231) 5,001 - 4,156 94,761
Total Additions 121,039 65,823 4,020 30,818 32,141 1,957 255,798
(Continued)
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
(Continued)
Deductions from Net Assets:
Interest expense 20,448 - - - - - 20,448
Loan payment - principal 24,462 - - - - - 24,462
Distributions to participants 6,663 30,647 4,656 16,291 45,969 7,361 111,587
Total Deductions 51,573 30,647 4,656 16,291 45,969 7,361 156,497
Net Assets Available for Plan
Benefits, December 31, 1992 $ 161,371 $ 305,105 $ 34,961 $ 128,690 $ 272,770 $ 41,581 $ 944,478
<FN>
See Notes to Financial Statements.
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1991
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
Net Assets Available for Plan
Benefits, December 31, 1990 $ 29,547 $ 298,618 $ 43,563 $ 102,409 $ 323,608 $ 73,517 $ 871,262
Additions to Net Assets:
Contributions and transfers:
Participant contributions - 21,062 2,820 9,099 25,004 - 57,985
Employer contributions 36,735 - - - - - 36,735
Transfers of participants'
balances - net - (13,457) (1,525) 9,007 11,051 (3,754) 1,322
Loan transfer 22,767 - - - - - 22,767
59,502 7,605 1,295 18,106 36,055 (3,754) 118,809
Investment income:
Dividends on SBC common shares 15,888 14,507 - - - 343 30,738
Other dividends - - - 3,780 - 2,987 6,767
Interest 392 211 3,494 1 27,697 75 31,870
Transfer of interest and dividends - 3,381 - - - (3,381) -
16,280 18,099 3,494 3,781 27,697 24 69,375
Interest income on participant loans - 1,563 172 538 1,776 - 4,049
Net appreciation (depreciation) in
fair value of investments 48,204 44,644 2,855 25,802 - 3,235 124,740
Total Additions 123,986 71,911 7,816 48,227 65,528 (495) 316,973
(Continued)
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1991
(Dollars in Thousands)
Employee Stock Diversified Interest Diversified
Ownership Corporation Bond Equity Income Telephone
Plan Shares Fund Portfolio Fund Portfolio Total
(Continued)
Deductions from Net Assets:
Interest expense 22,491 - - - - - 22,491
Loan payment - principal 22,767 - - - - - 22,767
Distributions to participants 16,370 100,600 15,782 36,473 102,538 26,037 297,800
Total Deductions 61,628 100,600 15,782 36,473 102,538 26,037 343,058
Net Assets Available for Plan
Benefits, December 31, 1991 $ 91,905 $ 269,929 $ 35,597 $ 114,163 $ 286,598 $ 46,985 $ 845,177
<FN>
See Notes to Financial Statements.
SOUTHWESTERN BELL CORPORATION
SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands, Except per Unit Amounts)
1. Plan Description - Southwestern Bell Corporation
(Corporation or SBC) established the Southwestern Bell
Corporation Savings Plan for Salaried Employees (Plan)
effective January 1, 1984, as a result of the disaggregation
of the Bell System Savings Plan for Salaried Employees
(Predecessor Plan). A participant's investment in the
American Telephone and Telegraph Company Shares Fund of the
Predecessor Plan automatically became an investment in the
Diversified Telephone Portfolio Fund (DTP).
In 1989, the Corporation's Board of Directors authorized the
establishment of a leveraged Employee Stock Ownership Plan
(ESOP), which became a part of the existing Plan effective
September 1, 1989. Concurrent with the establishment of the
ESOP, the company matching contribution was raised to
80 percent from 66 2/3 percent and is made solely in the
form of shares of the Corporation's common stock in the
ESOP. The Plan prefunded the ESOP by borrowing
$290.0 million through the issuance of 8.49 percent
Guaranteed Salaried Employees' ESOP Notes due 2000, the
repayment of which is guaranteed by the Corporation. Funds
borrowed by the Plan were used to purchase shares of the
Corporation's common stock held in the open market (Financed
Shares), which act as collateral for reimbursement to the
Corporation for any payments it makes under its guarantee of
the notes. Dividends on Financed Shares and employer cash
contributions are used by the Plan to make the required
principal and interest payments on the loan. As the loan is
paid down, the Financed Shares are released from the
collateral. The Financed Shares are allocated to
participants' accounts over a period of up to ten years in
the form of the company matching contribution. In lieu of
dividends on Financed Shares previously allocated to
participants, additional Financed Shares are allocated to
participants' accounts. To the extent insufficient shares
have been released through payments on the loan, additional
employer contributions are made to the ESOP as are necessary
to meet any shortfall in the company match or in the shares
issued in lieu of dividends. Should the amounts released
through loan payments exceed the required company matching
contribution, the excess is considered an additional
employer contribution and is allocated to participants'
accounts based on each participant's proportionate share of
actual plan year ESOP contributions. Dividends on non-
Financed Shares in the ESOP are used to acquire additional
shares which are allocated to participants' accounts in the
ESOP.
As of January 1, 1984, no contributions could be invested in
the DTP and all earnings of the DTP were invested in SBC
common shares and transferred to the Corporation Shares
fund. Effective December 31, 1993, the DTP was eliminated.
Participants had the option to transfer their DTP account
balance to one or more funds within the Plan or receive a
distribution. Balances not designated for transfer or
distribution by participants were transferred to the
Corporation Shares fund.
Participants may invest their contributions in Corporation
Shares, the Bond Fund, the Diversified Equity Portfolio, the
Interest Income Fund or equally among selected funds.
Participants may also borrow funds from their vested account
balances, excluding ESOP balances and earnings attributable
thereto.
2. Plan Provisions - The Plan has detailed provisions covering
participant eligibility, participant allotments from pay,
participant withdrawals, participant loans, employer
contributions and related vesting, Plan expenses and Plan
termination. The Plan text and Prospectus include complete
descriptions of these and other Plan provisions. Certain
amendments were made to the Plan effective in 1993 relating
to new requirements of federal and state laws and
regulations and certain business acquisitions and
dispositions entered into by the Corporation. These
amendments did not significantly affect net assets of the
Plan.
3. Accounting Policies - The values of investments are
determined as follows: SBC common shares and other
marketable equity securities comprising the DTP on the basis
of the last published sales prices as reported on the
composite tape of the New York Stock Exchange and other
exchanges; over-the-counter securities, United States
Government Treasury notes and bills and other marketable
debt securities on the basis of the bid prices from
published sources where available and, if not available,
from other sources considered reliable; contracts with
insurance companies and financial institutions at principal
plus reinvested interest; Wells Fargo Commingled Index Fund
and Wells Fargo Bank Bond Index Fund at net asset values per
share obtained from published sources; and temporary cash
investments at cost which approximates fair value.
Purchases and sales of securities are reflected as of the
trade date. Dividend income is recognized on the ex-dividend
date. Interest earned on investments is recognized on the
accrual basis.
Certain reclassifications were made to the 1992 and 1991
financial statements to conform with the 1993 presentation.
4. Units of Participation - The interest of a participant in
each type of investment in the Plan is represented by units
(as described in Section 8 of the Plan), except for the ESOP
which is represented by shares. The number and value of
units for investments in the Plan (other than shares in the
ESOP) were:
December 31, 1993 December 31, 1992
Number of Value of Number Value of
Units Units of Units Units
Corporation
Shares 61,030,013 $ 7.00 50,605,610 $ 6.03
Bond Fund 4,168,249 $ 8.82 4,388,531 $ 7.97
Diversified
Equity
Portfolio 15,783,895 $ 9.60 14,749,082 $ 8.73
Interest Income
Fund 61,033,585 $ 4.12 71,395,316 $ 3.82
Diversified
Telephone
Portfolio - - 3,927,034 $ 10.59
5. Participants - The number of active and inactive
participants in the Plan by investment direction described
in Section 7 of the Plan was (included in inactive
participants for 1992 are employees who accepted an early
retirement offer at the end of 1991):
December 31,
1993 1992
Entirely in Corporation Shares 4,346 4,053
Entirely in Bond Fund 217 345
Entirely in Diversified Equity
Portfolio 1,421 1,600
Entirely in Interest Income Fund 2,782 5,010
Equally in Corporation Shares and
Bond Fund 370 423
Equally in Corporation Shares and
Diversified Equity Portfolio 2,231 2,091
Equally in Corporation Shares and
Interest Income Fund 1,648 2,286
Equally in Bond Fund and Diversified
Equity Portfolio 525 546
Equally in Diversified Equity
Portfolio and Interest Income Fund 853 1,215
Equally in Corporation Shares, Bond
Fund and Diversified Equity
Portfolio 491 445
Equally in Corporation Shares,
Diversified Equity Portfolio and
Interest Income Fund 736 896
Total 15,620 18,910
6. Income Taxes - The Internal Revenue Service has previously
determined that the Plan, as amended, is qualified under
Section 401(a) of the Internal Revenue Code (Code) and is
exempt from federal income taxes under Section 501(a) of the
Code. Participating employee (participant) contributions
may be made on either an after tax or, within limits set
under Section 401(k) of the Code, a deferred tax basis or a
combination of both. Employer matching contributions and
earnings on participant accounts are not taxed until
distributed.
Withdrawals and distributions from participant accounts are
subject to the provisions and restrictions of the Code.
These provisions include, but are not limited to: a
restriction on the distribution of deferred tax allotments
until the participant's separation from service, disability,
death, attaining age 59 1/2 or on account of hardship; the
taxable amount of any distribution or withdrawal prior to
attaining age 59 1/2 may be subject to a 10 percent penalty
tax; also certain large distributions, in excess of dollar
limitations specified in the Code, may be subject to a
15 percent penalty tax; a participant's tax upon
distribution may be reduced by special tax treatment or
rollover to an Individual Retirement Account; and, Plan
loans are available to participants without tax consequences
so long as the loans are repaid in accordance with Code
provisions.
7. Investments - The fair values of investments representing
5 percent or more of Plan net assets at either December 31,
1993 or 1992 were:
1993 1992
Employee Stock Ownership Plan
SBC common shares:
unallocated $ 280,338 $ 280,255
allocated $ 159,603 $ 118,838
Corporation Shares
SBC common shares $ 364,298 $ 288,608
Diversified Equity Portfolio
Wells Fargo Commingled Index
Fund $ 138,864 $ 118,810
Interest Income Fund
Contracts with insurance
companies and
financial institutions:
John Hancock $ 57,494 -
Metropolitan Life Insurance
Company $ 54,388 $ 117,575
Provident National Life
Insurance Company $ 67,719 $ 80,029
8. Long-Term Debt - Long-term debt consists of the Guaranteed
Salaried Employees' ESOP Notes due 2000 issued in connection
with the ESOP. Effective January 1, 1993, the interest rate
on the notes was reduced from 8.49 percent to 8.41 percent
as a result of a change in the federal tax rate. The notes
are guaranteed by the Corporation. Dividends on the
Financed Shares and cash contributions from the Corporation
are used to repay the notes.
The aggregate principal amount of long-term debt scheduled
for repayment in each of the five years subsequent to 1993
is $27,375 in 1994, $28,897 in 1995, $30,537 in 1996,
$32,306 in 1997 and $34,217 in 1998.
SOUTHWESTERN BELL CORPORATION (SBC) SAVINGS PLAN FOR SALARIED EMPLOYEES
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1993
(Dollars in Thousands)
Number of Shares or Fair
Name of Issuer or Title of Issue (a) Principal Amount (b) Cost Value
Employee Stock Ownership Plan
SBC common shares:
unallocated 122.5% 6,755,139 shares $ 186,107 $ 280,338
allocated 69.7% 3,847,922 shares 107,025 159,603
Temporary cash investments 3.3% 7,634 7,634 7,634
Total Employee Stock
Ownership Plan 195.5% 300,766 447,575
Corporation Shares
SBC common shares 85.3% 8,781,874 shares 180,186 364,298
Temporary cash investments 2.5% 10,829 10,829 10,829
Total Corporation Shares 87.8% 191,015 375,127
Bond Fund
Wells Fargo Bank Bond Index Fund 91.0% 311,470 units 30,780 33,475
Temporary cash investments 6.7% 2,463 2,463 2,463
Total Bond Fund 97.7% 33,243 35,938
Diversified Equity Portfolio
Wells Fargo Commingled Index Fund 91.6% 1,348,710 units 100,838 138,864
Temporary cash investments 1.6% 2,345 2,345 2,345
Total Diversified Equity
Portfolio 93.2% 103,183 141,209
Interest Income Fund
Contracts with insurance companies and
financial institutions: (c)
Connecticut General Life Insurance
Company 932 932 932
John Hancock 57,494 57,494 57,494
Metropolitan Life Insurance Company 54,388 54,388 54,388
Provident National Life Insurance
Company 67,719 67,719 67,719
The Prudential Insurance Company
of America 20,135 20,135 20,135
79.9% 200,668 200,668
Temporary cash investments 19.1% 48,047 48,047 48,047
Total Interest Income Fund 99.0% 248,715 248,715
Diversified Telephone Portfolio
SBC common shares NA 760,958 shares 29,566 31,580
Temporary cash investments NA 2,364 2,364 2,364
Total Diversified Telephone
Portfolio NA 31,930 33,944
TOTAL $ 908,852 $ 1,282,508
(a) Percentages represent the percentage of net assets available
for plan benefits for each applicable fund.
(b) SBC common shares reflect two-for-one stock split effective
May 25, 1993.
(c) The contracts with these insurance companies and financial
institutions provide for the repayment of principal and the
crediting of interest at a composite effective semi-annual
interest rate for the first and second six-month periods of
1993 of approximately 7.65 percent and 7.10 percent,
respectively. This composite interest rate is subject to
semi-annual adjustment. The timing of the remittance of
participating employee contributions and other participating
employee-directed transactions may cause the actual yield to
vary from this rate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Benefit Plan Committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
SOUTHWESTERN BELL CORPORATION
SAVINGS PLAN FOR SALARIED EMPLOYEES
By Benefit Plan Committee
By /s/ Cassandra Carr
Cassandra Carr, Chairman
Date: May 26, 1994