THIS DOCUMENT IS A COPY OF THE FORM 11-K ANNUAL REPORT CONCERNING THE
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES FILED ON JULY 1, 1994
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
Exhibit 99b to
Form 10-K for 1993
File No. 1-8611
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 year ended December 31, 1993
Commission File Number 1-8611
________________________________
U S WEST
Savings Plan/ESOP for Salaried Employees
________________________________
U S WEST, Inc.
7800 East Orchard Road, Englewood, Colorado 80111
TABLE OF CONTENTS
Page
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits
with Fund Information 3-4
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information 5
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULES
Item 27a - Schedule of Assets Held for
Investment Purposes 10-12
Item 27a - Schedule of Assets Held for
Investment Purposes: Schedule of
Acquisitions/Dispositions 13
Item 27b - Schedule of Loans or Fixed
Income Obligations 14-17
Item 27d - Schedule of Reportable Transactions 18
REPORT OF INDEPENDENT ACCOUNTANTS
Defined Contribution Plans Committee of
U S WEST, Inc.:
We have audited the accompanying statements of net assets available
for plan benefits of the U S WEST Savings Plan/ESOP for Salaried
Employees as of December 31, 1993 and 1992, and the related statement
of changes in net assets available for plan benefits for the year
ended December 31, 1993. These financial statements are the
responsibility of the Plan'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 net assets available for plan
benefits of the U S WEST Savings Plan/ESOP for Salaried Employees as
of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules listed on page 1 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
The Fund Information in the statements of net assets available for
plan benefits and the statement of changes in net assets available
for plan benefits is presented for the purpose of additional analysis
rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/S/ COOPERS & LYBRAND
Denver, Colorado
June 21, 1994
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
________
1. Plan Description:
The U S WEST Savings Plan/ESOP for Salaried Employees (the
"Plan") was established by U S WEST, Inc. (the "Company" or "U S
WEST") to provide a convenient way for salaried employees to
save on a regular and long-term basis. Employees may designate
up to 16% of their salary as allotments to the Plan. The
Company provides a matching contribution in Company stock of 83-
1/3% on the participants' allotments from 1% to 6% of salary.
The Plan participant becomes 100% vested in Company
contributions after completion of three years of service with
the Company. Allotments from 7% to 16% of salary are unmatched.
Employee allotments may be either before or after tax.
Participants are able to invest in various combinations of six
funds: U S WEST Shares, Interest Income (formerly Guaranteed
Interest), U. S. Asset Allocation (formerly Balanced Fund), U.
S. Stock (formerly Diversified Equity Portfolio), Global Assets
and International Stock. A complete description of the Plan is
contained in the summary plan description and amendments
distributed to all participants.
The U S WEST Savings and Security Plan/ESOP and the U S WEST
Savings Plan/ESOP for Salaried Employees (the "Plans")
participate in a master trust. The master trust serves as the
investment vehicle for the assets of the Global Assets Fund and
the International Stock Fund. Master trust investment income,
realized and unrealized gains and losses and expenses are
allocated to the Plans based upon each Plan's relative ownership
in the master trust at the beginning of every semi-monthly
valuation period. The Plan's proportionate interest in the net
assets available for plan benefits and changes in net assets
available for plan benefits has been presented in the financial
statements. As of December 31, 1993, the Plan's interest in
assets of the Global Assets Fund and the International Stock
Fund in the master trust was 76.65% and 75.51%, respectively.
The Plan was amended effective January 1, 1988 to include an
Employee Stock Ownership Plan (ESOP) and renamed the U S WEST
Savings Plan/ESOP for Salaried Employees. As discussed in Note
7, during 1989 the Plan borrowed $260 million which funded the
purchase of 7.6 million shares of U S WEST, Inc. stock. The
Plan will repay the debt with cash contributions to the ESOP and
certain dividends on Company stock. Shares in the ESOP are
released as principal and interest are paid on the debt. These
shares, as well as shares purchased in the open market with cash
contributions to the U S WEST Shares Fund, are allocated to
participant accounts to satisfy the Company match obligation.
Pursuant to the Plan, loans are made available to participating
employees based upon a participant's before-tax allotments and
earnings and losses thereon, up to a maximum of $50,000. Except
under certain provisions, the loans provide for periodic
repayments over a period not to exceed four years (fourteen
years for residential loans) at an interest rate as determined
by the Defined Contribution Plans Committee. Participants also
may make lump-sum repayments at any time after the six month
period following the date of the issuance of the loan.
Bankers Trust Company is the Trustee and Record Keeper for the
Plan.
The Internal Revenue Service has determined that the Plan meets
the requirements of Section 401(a) of the Internal Revenue Code
and is exempt from federal income taxes under Section 501(a) of
the Code.
Effective January 1, 1994, the Plan was merged with the U S WEST
Savings and Security Plan/ESOP. The name of the merged plan is
the U S WEST Savings Plan/ESOP. The merger did not have any
significant impacts on the provisions of either plan.
2. Accounting Policies:
The value of investments are determined as follows: U S WEST
Shares and other securities listed on recognized United States
and international stock exchanges on the basis of the last
published sales price on December 31 as reported on the
composite tape or, if no sales were made on that date, at the
last published sales price on the immediately preceding day on
which sales were made; over-the-counter securities and
government obligations based on the bid prices on December 31,
from published sources where available and, if not available,
from other sources considered reliable; and contracts with banks
and insurance companies and other investment contracts at
principal plus reinvested interest.
Purchases and sales of securities are reflected as of the trade
date.
The Plan presents in the statement of changes in net assets the
net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
Dividend income is recorded on the ex-dividend date. Interest
earned on investments is recorded on the accrual basis.
3. Unit Value and Participating Employees:
The interest of an employee in each type of investment of the
Plan is represented by units as described in the Plan. The
value per unit was as follows:
U.S.
Valuation USW Interest Asset Interna-
Date Shares Income Allo- U. S. Global tional
Income cation Stock Assets Stock
12-31-92 3.1060 3.5670 1.8006 9.3983 - -
01-15-93 3.1656 3.5771 1.8127 9.4365 1.0000 1.0000
01-31-93 3.1255 3.5881 1.8375 9.4745 1.0108 0.9928
02-15-93 3.2962 3.5985 1.8543 9.6188 1.0206 1.0122
02-28-93 3.5272 3.6077 1.8888 9.6010 1.0262 1.0124
03-15-93 3.3654 3.6174 1.8978 9.7860 1.0345 1.0213
03-31-93 3.5270 3.6290 1.9024 9.7999 1.0424 1.0677
04-15-93 3.4762 3.6393 1.9364 9.7360 1.0494 1.1079
04-30-93 3.4162 3.6492 1.8981 9.5632 1.0451 1.1212
05-15-93 3.3150 3.6588 1.9035 9.5744 1.0483 1.1215
05-31-93 3.4763 3.6700 1.9226 9.8164 1.0572 1.1473
06-15-93 3.5568 3.6803 1.9427 9.7431 1.0577 1.1331
06-30-93 3.7078 3.6911 1.9739 9.8436 1.0658 1.1239
07-15-93 3.7377 3.7021 1.9932 9.8224 1.0684 1.1339
07-31-93 3.7876 3.7130 1.9930 9.8024 1.0699 1.1538
08-15-93 3.7075 3.7237 2.0180 9.8647 1.0802 1.1915
08-31-93 3.7675 3.7348 2.0719 10.1721 1.0933 1.2126
09-15-93 3.7775 3.7454 2.0729 10.1404 1.0935 1.2064
09-30-93 3.9781 3.7555 2.0637 10.0901 1.0922 1.2029
10-15-93 4.0283 3.7663 2.1197 10.3293 1.1011 1.2474
10-31-93 4.0482 3.7768 2.0944 10.2978 1.0992 1.2487
11-15-93 3.7793 3.7872 2.0720 10.2301 1.0929 1.2261
11-30-93 3.7794 3.7979 2.0636 10.1988 1.0873 1.1823
12-15-93 3.7893 3.8087 2.0660 10.2098 1.0905 1.2290
12-31-93 3.7086 3.8200 2.0817 10.3200 1.0999 1.2681
The number of employees participating in each fund was as
follows:
December 31,
1993 1992
U S WEST Shares 19,390 19,651
Interest Income Fund 11,755 12,505
U. S. Asset Allocation Fund 7,730 7,083
U. S. Stock Fund 12,101 12,287
Global Assets Fund 1,790 -
International Stock Fund 3,024 -
The total number of participants in the Plan was less than the
sum of the number of participants shown above because many
participants were in more than one fund.
4. Employee Allotments and Employing Company Contributions:
Allotments and contributions receivable at December 31, 1993 and
1992, and Company contributions for the year ended December 31,
1993, reflect reductions for forfeited contributions as
described in the summary plan description distributed to all
participants.
Beginning in 1990, all dividends paid with allocation of Company
shares are credited to the participant's account as additional
units and are excludable for participant tax purposes. Certain
other dividends are paid annually to participants in December
and are taxable to the participant.
5. Plan Termination:
In the event that the Plan is terminated, subject to conditions
set forth by the Employee Retirement Income Security Act
(ERISA), the Plan provides that the net assets be distributed to
participating employees in an amount equal to their respective
interests in such assets.
6. Plan Expenses:
Plan expenses are paid from the Plan, except certain expenses
incurred by U S WEST related to Plan administration.
7. Debt:
During 1989, the Plan issued $260 million in notes for the
purpose of purchasing Company stock, $90 million of which was
borrowed by U S WEST, and loaned to the Plan and $170 million of
which was borrowed by the Plan directly from outside lenders.
These borrowings from outside lenders are guaranteed by
U S WEST. The borrowings bear interest at 8.4% and have
maturities through December 1995 and March 1999, respectively.
Annual maturities for the next five years are as follows:
Year ended December 31 $ in Millions
1994 $ 32.5
1995 35.3
1996 20.0
1997 21.8
1998 23.6
Thereafter 6.3
------
$139.5
======
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
_______
Description of Investment
(Number of Shares or
Name of Issuer and Principal Amount;
Title of Issue Interest Rate; Maturity) Cost Value
(Thousands of Dollars)
U S WEST SHARES
U S WEST Common Shares * 15,558,656 $454,019 $713,753
Temporary Investments 3,426 3,426
------- -------
Total U S WEST Shares Fund $457,445 $717,179
------- -------
INTEREST INCOME FUND
Corporate Obligations
Premier Auto Tr $970,196; 3.48%; 10/31/99 $ 970 $ 970
General Motors
Acceptance Corp. 612,368; 4.00%; 09/15/98 611 611
------- -------
Total Corporate Obligations $ 1,581 $ 1,581
------- -------
Contracts with Insurance Companies and Banks
Prudential Asset $26,466,582; 7.86%; 06/30/95 $ 26,467 $ 26,467
10,206,678; 8.36%; 09/30/95 10,207 10,207
Pacific Mutual 13,929,319; 8.62%; 03/31/94 13,929 13,929
Allstate 11,638,788; 7.78%; 04/01/97 11,639 11,639
9,020,762; 8.83%; 01/01/96 9,021 9,021
Principal Mutual 11,386,998; 7.60%; 06/30/95 11,387 11,387
6,001,170; 7.40%; 12/31/96 6,001 6,001
Protective Life 10,645,938; 8.63%; 03/31/96 10,646 10,646
8,883,011; 6.10%; 09/01/97 8,883 8,883
6,000,904; 5.65%; 12/31/97 6,001 6,001
Security Pacific 10,230,079; 9.03%; 09/30/94 10,230 10,230
Provident Life 8,603,002; 5.74%; 06/30/97 8,603 8,603
Canada Life 7,295,234; 8.54%; 12/31/94 7,295 7,295
Confederation Life 6,111,007; 7.46%; 09/30/96 6,111 6,111
New York Life 5,936,319; 7.93%; 06/30/96 5,936 5,936
Business Men's
Assurance 2,057,977; 5.80%; 06/01/97 2,058 2,058
------- -------
Total Contracts with Insurance Companies
& Banks $154,414 $154,414
------- -------
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Continued)
December 31, 1993
_______
Description of Investment
(Number of Shares or
Name of Issuer and Principal Amount;
Title of Issue Interest Rate; Maturity) Cost Value
(Thousands of Dollars)
INTEREST INCOME FUND, Continued
Other Investment Contracts
NISA Guarantee $15,521,793; 5.96%; open $ 15,522 $ 15,522
Prudential 23,697,098; 6.16%; open 23,697 23,697
Wells Fargo/Bankers
Trust Guarantee 12,635,183; 5.67%; open 12,635 12,635
------- -------
Total Other Investment Contracts $ 51,854 $ 51,854
------- -------
U.S. Treasury Notes $1,500,000; 3.875% to 4.625%; $ 1,508 $ 1,505
11/30/94 to 11/30/95
Other Governmental
Obligations $4,115,670; various; 4,097 4,108
01/07/94 to 02/25/2001 ------- -------
Total Government Obligations $ 5,605 $ 5,613
------- -------
Temporary Investments $ 8,917 $ 8,917
------- -------
Total Interest Income Fund $222,371 $222,379
------- -------
U. S. ASSET ALLOCATION FUND
Wells Fargo Tactical
Asset Allocation Fund* 3,536,559 $101,375 $126,035
Temporary Investments 1,464 1,464
------- -------
Total U. S. Asset Allocation Fund $102,839 $127,499
------- -------
U. S. STOCK FUND
Wells Fargo Equity
Index Fund* 2,345,795 $144,518 $241,534
Temporary Investments 1,436 1,436
------- -------
Total U. S. Stock Fund $145,954 $242,970
------- -------
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Continued)
December 31, 1993
_______
Description of Investment
(Number of Shares or
Name of Issuer and Principal Amount;
Title of Issue Interest Rate; Maturity) Cost Value
(Thousands of Dollars)
LOAN FUND
Outstanding Loans to
Participants $39,268,205; 7.5% to 12.0% $ 39,268 $ 39,268
Temporary Investments 5 5
--------- ---------
Total Loan Fund $ 39,273 $ 39,273
--------- ---------
ESOP
U S WEST Common Shares* 3,379,251 $ 117,110 $ 155,023
Temporary Investments 15 15
--------- ---------
Total ESOP $ 117,125 $ 155,038
--------- ---------
Total all Funds $1,085,007 $1,504,338
========= =========
<FN>
* Investment value represents 5% or more of the total plan net assets
available for plan benefits.
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SCHEDULE OF ACQUISITIONS/DISPOSITIONS
For the year ended December 31, 1993
_________
Number of
Name of Seller Shares or Acquired Disposition
or Purchaser Principal Amount Cost Proceeds
(Thousands of Dollars)
U S WEST Savings Plan
Loans $22,676,138 $22,676 $ -
18,127,640 - 18,128
Protective Life 13,143,361 - 13,143
9,187,454 9,187 -
6,083,686 6,084 -
3,719,709 3,720 -
863,000 863 -
863,000 - 863
304,443 - 304
82,782 - 83
Pacific Merchant 11,799,808 - 11,800
1,575,920 1,576 -
Pacific Mutual 11,105,421 11,105 -
10,000,000 - 10,000
Sunlife of America 5,467,500 - 5,468
466,275 466 -
Manufacturers Hanover 5,441,372 - 5,441
108,141 108 -
Business Men's Assurance 2,099,175 2,099 -
41,198 - 41
Prudential Asset 1,965,000 1,965 -
1,965,000 - 1,965
Principal Mutual 976,554 - 977
783,392 783 -
443,996 444 -
443,993 - 444
Allstate Life 855,800 856 -
855,800 - 856
Prudential Asset Management 836,000 836 -
836,000 - 836
Canada Life 597,800 598 -
597,800 - 598
Confederation Life 447,600 448 -
447,600 - 448
WFB Money Market 4,527 - 5
4,663 5 -
U S WEST SAVINGS PLAN/ESOP FOR SALARIED EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1993
_________
DISPOSITIONS
Number of Proceeds Gain or
Security Description Transactions or Cost (Loss)
(Thousands of Dollars)
Bankers Trust Discretionary
Cash Fund 7 $ 43,607 $ -
Bankers Trust Directed
Cash Fund 409 277,790 -
U S WEST Common Shares 46 26,099 8,888
ACQUISITIONS
Bankers Trust Discretionary
Cash Fund 56 $ 43,607 -
Bankers Trust Directed
Cash Fund 412 273,793 -
U S WEST Common Shares 19 37,991 -