THIS DOCUMENT IS A COPY OF THE FORM 11-K ANNUAL REPORT CONCERNING THE
U S WEST SAVINGS AND SECURITY PLAN/ESOP FILED ON JULY 1, 1994
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
Exhibit 99c 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 and Security Plan/ESOP
________________________________
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 14-16
Item 27d - Schedule of Reportable Transactions 17
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 and Security Plan/ESOP 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 and Security Plan/ESOP 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 purposes 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 AND SECURITY PLAN/ESOP
NOTES TO FINANCIAL STATEMENTS
_________
1. Plan Description:
The U S WEST Savings and Security Plan/ESOP (the "Plan") was
established by U S WEST, Inc. (the "Company" or "U S WEST") to
provide a convenient way for nonsalaried 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 66-2/3% 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, 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 23.35% and 24.49%, respectively.
The Plan was amended effective January 1, 1988 to include an
Employee Stock Ownership Plan (ESOP) and renamed the U S WEST
Savings and Security Plan/ESOP. As discussed in Note 7, during
1989 the Plan borrowed $190 million which funded the purchase of
5.4 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 Plan/ESOP for Salaried Employees. 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:
Valuation USW Interest U.S. Asset Global International
Date Shares Income Allocation U.S. Stock Assets Stock
12-31-92 3.2635 3.9499 1.9032 - - -
01-15-93 3.3256 3.9605 1.9159 1.0000 1.0000 1.0000
01-31-93 3.2835 3.9712 1.9422 1.0065 1.0108 0.9928
02-15-93 3.4620 3.9819 1.9597 1.0211 1.0206 1.0122
02-28-93 3.7037 3.9911 1.9959 1.0194 1.0262 1.0124
03-15-93 3.5336 4.0009 2.0050 1.0380 1.0345 1.0213
03-31-93 3.7029 4.0131 2.0099 1.0395 1.0424 1.0677
04-15-93 3.6495 4.0238 2.0457 1.0331 1.0494 1.1079
04-30-93 3.5862 4.0341 2.0052 1.0169 1.0451 1.1212
05-15-93 3.4797 4.0440 2.0107 1.0178 1.0483 1.1215
05-31-93 3.6488 4.0556 2.0308 1.0427 1.0572 1.1473
06-15-93 3.7334 4.0666 2.0518 1.0350 1.0577 1.1331
06-30-93 3.8921 4.0779 2.0847 1.0456 1.0658 1.1239
07-15-93 3.9233 4.0890 2.1049 1.0433 1.0684 1.1339
07-31-93 3.9754 4.1004 2.1046 1.0409 1.0699 1.1538
08-15-93 3.8910 4.1114 2.1306 1.0474 1.0802 1.1915
08-31-93 3.9540 4.1228 2.1876 1.0801 1.0933 1.2126
09-15-93 3.9645 4.1345 2.1886 1.0768 1.0935 1.2064
09-30-93 4.1756 4.1451 2.1789 1.0713 1.0922 1.2029
10-15-93 4.2279 4.1568 2.2381 1.0957 1.1011 1.2474
10-31-93 4.2488 4.1679 2.2112 1.0925 1.0992 1.2487
11-15-93 3.9669 4.1787 2.1876 1.0853 1.0929 1.2261
11-30-93 3.9668 4.1896 2.1785 1.0821 1.0873 1.1823
12-15-93 3.9775 4.2013 2.1813 1.0830 1.0905 1.2290
12-31-93 3.8922 4.2125 2.1975 1.0953 1.0999 1.2681
The number of employees participating in each fund was as
follows:
December 31,
1993 1992
U S WEST Shares 35,181 36,501
Interest Income Fund 24,706 12,236
U. S. Asset Allocation Fund 12,581 26,575
U. S. Stock Fund 2,019 -
Global Assets Fund 1,684 -
International Stock Fund 2,736 -
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.
Participants employed by U S WEST Direct receive Company
matching contributions, however the limit of Company
contributions with respect to a participating employee shall not
exceed $1,717 per Plan Year. Participants employed by U S WEST
Communications Telemarketing Center receive matching Company
contributions of 33 1/3% of the matched allotments.
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 $190 million in notes for the
purpose of purchasing Company stock, $60 million of which was
borrowed by U S WEST, and loaned to the Plan and $130 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 $ 23.4
1995 25.3
1996 15.3
1997 16.6
1998 18.1
Thereafter 4.8
-----
$103.5
=====
U S WEST SAVINGS AND SECURITY PLAN/ESOP
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* 14,043,178 $429,911 $644,229
Temporary Investments 3,885 3,885
------- -------
Total U S WEST Shares Fund $433,796 $648,114
------- -------
INTEREST INCOME FUND
Corporate Obligations
GMAC 1993-B Grantor Tr $612,368; 4.00%; 09/15/98 $ 611 $ 611
Premier Auto Tr 970,196; 3.48%; 10/31/99 970 970
------- -------
Total Corporate Obligations $ 1,581 $ 1,581
------- -------
Contracts with Insurance Companies and Banks
State Mutual Life Association $31,746,586; 7.80%; 06/30/95 $ 31,747 $ 31,746
New York Life Insurance Company 17,771,863; 7.83%; 06/30/96 17,772 17,772
Provident National 12,204,604; 8.30%; 09/30/95 12,205 12,205
7,038,820; 5.74%; 06/30/97 7,039 7,039
Protective Life 11,421,014; 6.10%; 09/01/97 11,421 11,421
10,645,938; 8.63%; 03/31/96 10,646 10,646
4,000,602; 5.65%; 12/31/97 4,001 4,001
Principal Mutual Life 8,298,295; 7.49%; 03/31/97 8,298 8,298
8,001,561; 7.40%; 12/31/96 8,002 8,001
Confederation Life 8,148,975; 7.51%; 09/30/96 8,149 8,149
Business Men's Assurance 3,086,966; 5.80%; 06/01/97 3,087 3,087
------- -------
Total Contracts with
Insurance Companies & Banks $122,367 $122,365
------- -------
Other Investment Contracts
NISA Guarantee $ 6,958,112; 5.96%; open $ 6,958 $ 6,958
Prudential 33,654,175; 6.16%; open 33,654 33,654
Wells Fargo/Bankers Trust
Guarantee 15,706,240; 5.73%; open 15,706 15,706
------- -------
Total Other Investment
Contracts $ 56,318 $ 56,318
------- -------
U S WEST SAVINGS AND SECURITY PLAN/ESOP
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)
U. S. Treasury Notes $2,350,000; 3.875% to $ 2,362 $ 2,357
4.645%; 11/30/94 to 07/31/95
Other Governmental
Obligations $6,324,103; various; 6,288 6,317
1/04/94 to 2/25/2001
------- -------
Total Government Obligations $ 8,650 $ 8,674
------- -------
Temporary Investments $ 9,431 $ 9,432
------- -------
Total Interest Income Fund $198,347 $198,370
U. S. ASSET ALLOCATION FUND
Wells Fargo Tactical Asset
Allocation Fund* 2,310,379 $ 67,738 $ 82,336
Temporary Investments 1,319 1,319
------- -------
Total U. S. Asset Allocation Fund $ 69,057 $ 83,655
------- -------
U. S. STOCK FUND
Wells Fargo Equity
Index Fund 62,570 $ 6,130 $ 6,443
Temporary Investments 83 83
------- -------
Total U. S. Stock Fund $ 6,213 $ 6,526
------- -------
U S WEST SAVINGS AND SECURITY PLAN/ESOP
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
U S WEST Non-Salaried
Loan Fund $30,603,625; 7.5% to 12.0% $ 30,603 $ 30,603
Temporary Investments 9 9
------- -------
Total Loan Fund $ 30,612 $ 30,612
------- -------
ESOP
U S WEST Common Shares* 2,507,652 $ 86,904 $ 115,039
Temporary Investments 7 7
------- ---------
Total ESOP $ 86,911 $ 115,046
------- ---------
Total $824,936 $1,082,323
======= =========
[FN]
* Investment value represents 5% or more of the total plan net assets
available for plan benefits.
U S WEST SAVINGS AND SECURITY PLAN/ESOP
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 20,407,679 20,408 -
12,912,438 - 12,912
Security Pacific 15,974,501 - 15,975
646,091 646 -
Protective Life Ins. 11,821,494 11,821 -
6,502,796 - 6,503
4,074,569 4,075 -
863,000 863 -
863,000 - 863
400,480 - 400
253,013 253 -
73,967 - 74
Principal Mutual 8,753,869 - 8,754
8,604,756 8,605 -
591,995 592 -
591,991 - 592
Provident National 6,503,401 - 6,503
503,400 503 -
Business Men's Assurance 3,148,762 3,149 -
61,797 - 62
State Mutual 2,340,000 2,340 -
2,340,000 - 2,340
Wells Fargo Bank TAA Cash Fund 2,111,888 2,112 -
1,233,156 - 1,233
Confederation Life 600,800 601 -
600,800 - 601
WFB Money Market 2,471 2 -
2,417 - 2
U S WEST SAVINGS AND SECURITY PLAN/ESOP
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 3 $ 25,597 $ -
Bankers Trust Directed
Cash Fund 408 223,668 -
U S WEST Common Shares 58 28,519 9,244
ACQUISITIONS
Bankers Trust Discretionary
Cash Fund 50 $ 31,570 -
Bankers Trust Directed
Cash Fund 393 232,837 -
U S WEST Common Shares 19 43,640 -