1 UNITED STATES 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 (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________________ to _______________ Commission file number 0-21602 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: LCI International 401(k) Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: LCI International, Inc. 8180 Greensboro Drive Suite 800 McLean, Virginia 22102 703-442-0220 2 REQUIRED INFORMATION The following financial statements and schedules for the LCI International 401(k) Savings Plan are being filed herewith: Description Page No. - ----------- ---------------- Report of Independent Public Accountants 3 Statements of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1995 and 1994 4 - 5 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended 6 December 31, 1995 Notes to Financial Statements and Schedules 7 - 11 Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 12 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 13 Signature 14 The following exhibit is being filed herewith: Exhibit No. Description Page No. ------------- -------------------------------- -------- 1 Consent of Independent Public 16 Accountants 2 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the LCI International 401(k) Savings Plan: We have audited the accompanying statements of net assets available for plan benefits with fund information of the LCI INTERNATIONAL 401(k) SAVINGS PLAN (the Plan) as of December 31, 1995 and 1994 and the related statement of changes in net assets available for plan benefits with fund information for the year ended December 31, 1995. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules 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, net assets available for plan benefits with fund information of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits with fund information for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions 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 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 audits 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. ARTHUR ANDERSEN LLP Columbus, Ohio, June 26, 1996 3 4 LCI INTERNATIONAL 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995 CIGNA CIGNA Warburg Warburg LCI Guaranteed Guaranteed Capital Emerging Common Short-Term Long-Term Appreciation Growth Stock Account Account Account Account Account ------------ ------------ ------------ ----------- ------------- ASSETS: Investments - Investments, at market value $ - $ - $1,953,232 $1,592,475 $ 1,517,020 Investments, at contract value 445,900 3,453,093 - - - Participant loans - - - - - ------------ ------------ ------------- ----------- ------------- Total investments 445,900 3,453,093 1,953,232 1,592,475 1,517,020 ------------ ------------ ------------- ----------- ------------- Receivables - Employer contributions 1,398 7,468 4,523 7,253 7,445 Employee contributions 3,758 25,975 15,979 29,150 22,632 Loan interest 15 406 127 157 70 ------------ ------------ ------------- ----------- ------------- Total receivables 5,171 33,849 20,629 36,560 30,147 ------------ ------------ ------------- ----------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 451,071 $ 3,486,942 $1,973,861 $1,629,035 $ 1,547,167 ============ ============ ============= ============ ============= Loan Fund Total ---------- ----------- ASSETS: Investments - Investments, at market value $ - $5,062,727 Investments, at contract value 3,898,993 Participant loans 256,127 256,127 ---------- ----------- Total investments 256,127 9,217,847 ---------- ----------- Receivables - Employer contributions - 28,087 Employee contributions - 97,494 Loan interest - 775 ---------- ----------- Total receivables - 126,356 ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 256,127 $9,344,203 ========== =========== The accompanying notes and schedules are an integral part of this financial statement. 4 5 LCI INTERNATIONAL 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994 Principal CIGNA CIGNA Warburg Guaranteed Guaranteed Guaranteed Capital Interest Short-Term Long-Term Appreciation Accounts Account Account Account ----------- ------------- ------------- ------------- ASSETS: Investments - Investments, at market value $ - $ - $ - $ 1,249,955 Investments, at contract value 542,487 320,129 2,427,649 Participant loans - - - - ----------- ------------- ------------- ------------- Total investments 542,487 320,129 2,427,649 1,249,955 ----------- ------------- ------------- ------------- Receivables - Employer contributions - 1,777 11,515 5,480 Employee contributions - 5,524 43,376 17,076 ----------- ------------- ------------- ------------- Total receivables - 7,301 54,891 22,556 ----------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 542,487 $ 327,430 $ 2,482,540 $ 1,272,511 =========== ============= ============= ============= Warburg LCI Emerging Common Growth Stock Account Account Loan Fund Total ------------ ----------- ----------- ------------ ASSETS: Investments - Investments, at market value $ 686,979 $ 476,241 $ - $ 2,413,175 Investments, at contract value 3,290,265 Participant loans - - 232,205 232,205 ------------ ----------- ----------- ------------ Total investments 686,979 476,241 232,205 5,935,645 ------------ ----------- ----------- ------------ Receivables - Employer contributions 7,333 4,031 - 30,136 Employee contributions 21,686 10,208 - 97,870 ------------ ----------- ----------- ------------ Total receivables 29,019 14,239 - 128,006 ------------ ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 715,998 $ 490,480 $ 232,205 $ 6,063,651 ============ =========== =========== ============ The accompanying notes and schedules are an integral part of this financial statement. 5 6 LCI INTERNATIONAL 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Principal CIGNA CIGNA Warburg Guaranteed Guaranteed Guaranteed Capital Interest Short-Term Long-Term Appreciation Accounts Account Account Account ----------- ----------- ---------------- --------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income - Interest $ 36,247 $ 17,219 $ 156,902 $ - Net appreciation in fair value of investments - - - 496,245 ----------- ----------- ---------------- --------------- 36,247 17,219 156,902 496,245 ----------- ----------- ---------------- --------------- Contributions - Employer - 30,427 177,317 92,443 Employee - 98,839 770,807 324,194 ----------- ----------- ---------------- --------------- - 129,266 948,124 416,637 ----------- ----------- ---------------- --------------- Total additions 36,247 146,485 1,105,026 912,882 ----------- ----------- ---------------- --------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants (including loans) (122,409) (66,911) (453,332) (196,882) Loan repayments (including interest) - 4,876 56,157 24,552 ----------- ----------- ---------------- --------------- Total deductions (122,409) (62,035) (397,175) (172,330) INTERFUND TRANSFERS (456,325) 39,191 296,551 (39,202) ----------- ----------- ---------------- --------------- Net increase (decrease) (542,487) 123,641 1,004,402 701,350 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 542,487 327,430 2,482,540 1,272,511 ----------- ----------- ---------------- --------------- End of year $ - $ 451,071 $ 3,486,942 $ 1,973,861 =========== =========== ================ =============== Warburg LCI Emerging Common Growth Stock Account Account Loan Fund Total ----------- ----------- ---------------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income - Interest $ - $ - $ 19,148 $ 229,516 Net appreciation in fair value of investments 420,923 441,288 - 1,358,456 ----------- ----------- ---------------- ----------- 420,923 441,288 19,148 1,587,972 ----------- ----------- ---------------- ----------- Contributions - Employer 140,777 111,273 - 552,237 Employee 483,275 385,903 - 2,063,018 ----------- ----------- ---------------- ----------- 624,052 497,176 - 2,615,255 ----------- ----------- ---------------- ----------- Total additions 1,044,975 938,464 19,148 4,203,227 ----------- ----------- ---------------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants (including loans) (162,440) (47,538) 126,837 (922,675) Loan repayments (including interest) 30,774 5,704 (122,063) - ----------- ----------- ---------------- ----------- Total deductions (131,666) (41,834) 4,774 (922,675) INTERFUND TRANSFERS (272) 160,057 - - ----------- ----------- ---------------- ----------- Net increase (decrease) 913,037 1,056,687 23,922 3,280,552 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 715,998 490,480 232,205 6,063,651 ----------- ----------- ---------------- ----------- End of year $1,629,035 $1,547,167 $256,127 $9,344,203 =========== =========== ================ =========== The accompanying notes and schedules are an integral part of this financial statement. 6 7 LCI INTERNATIONAL 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 (1) DESCRIPTION OF THE PLAN The following description of the LCI International 401(k) Savings Plan (the Plan) is provided for general information purposes only. More complete information regarding the Plan's provisions can be found in the Plan document. The Plan is a defined contribution plan available to all eligible employees of LCI International, Inc. and subsidiaries (the Company). The Plan was established effective September 1, 1984, and amended effective October 1, 1992, to incorporate changes in the Plan name, custodian, investments, eligibility and vesting. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Certain employees of the Company have been appointed to the Administrative Committee of the Plan. The Plan has a group annuity contract with Connecticut General Life Insurance Company (CIGNA or the Custodian). The Custodian pools the Company's funds with those of other pension plans and executes investment transactions. Effective April 1, 1994, the Plan was amended to include LCI Common Stock as an investment option. At December 31, 1995, participants have invested or may invest in one or more of the following accounts. o Principal Guaranteed Interest Accounts - Invests in group annuity insurance contracts which provide a guaranteed rate of return based upon the amount, timing and interest rate of each participant's contributions. No further contributions are permitted in this account. As guaranteed interest accounts mature, the balance is transferred to other accounts maintained by the Custodian as directed by the participants. The final balances in these accounts matured on December 31, 1995 and were transferred in full to other investment options. o CIGNA Guaranteed Short-Term Account - Invests in short term, money-market securities which provide a guaranteed rate of return based on current investment conditions. o CIGNA Guaranteed Long-Term Account - Invests primarily in commercial mortgages and private bond placements which provide a guaranteed rate of return based on current investment conditions. o Warburg Capital Appreciation Account - Invests in shares of the Warburg Pincus Counsellors Capital Appreciation Fund, a no-load mutual fund. This fund is 7 8 invested primarily in common stocks of U.S. based companies. Its investment objective is to generate long-term capital appreciation. o Warburg Emerging Growth Account - Invests in shares of Warburg, Pincus Counsellors Emerging Growth Fund, Inc., a no-load mutual fund. This fund is primarily invested in small or medium-sized companies that have passed their start-up phase and show positive earnings and prospects of achieving significant profit in a relatively short period of time. Its investment objective is to maximize capital appreciation. o LCI Common Stock Account - Invests in shares of LCI International, Inc. Common Stock. The purpose of this fund is to allow employees to invest in the Company's common stock. The employees choose the percentage of their salary to be contributed to the Plan and how it is to be allocated among the five accounts. As limited by the Internal Revenue Code of 1986, as amended (IRC), a participant's pretax deferrals cannot exceed $9,240 in 1995. All income is allocated to the members of each fund in the same proportion that the value of their account in the fund bears to the total value of all accounts in such fund. The Company provides matching contributions to be allocated to the accounts as directed by the employees. During fiscal year 1994, the Company matched $.25 for each $1.00 contributed up to a maximum of 4% of an employee's salary. Beginning April 1, 1994, the Company changed its matching contributions to $.50 for each $1.00 contributed up to a maximum of 4% of an employee's salary. Effective January 1, 1995, the Company began matching $.50 for each $1.00 contributed up to 6% of an employee's salary. Participants are immediately vested in their salary deferrals plus actual earnings thereon. Vesting in Company matching contributions and earnings thereon, is as follows: Years of Service Vesting Percent ---------------- --------------- 5 or less 0% more than 5 100% Employees become eligible as participants in the Plan upon completion of at least one-thousand (1,000) hours credited in a consecutive twelve-month period. All administrative expenses are paid by the Company. As permitted by the Plan agreement, forfeitures may be used as an offset to adminstrative expenses or the employer contributions. For the years ended December 31, 1995 and 1994, forfeitures reduced administrative expenses. The optional forms of benefit distribution are a single lump-sum payment, installments, or a combination of both. In addition, the Plan includes a provision for employees to make withdrawals from their accounts under certain "hardship" circumstances, if 8 9 approved by the Trustees. Participants are permitted to borrow against their accounts in accordance with the regulations of the IRC and the Plan provisions. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its matching contributions at any time and to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, participants will become fully vested in their account balances. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared on an accrual basis. Investments The Principal Guaranteed Interest Contracts, CIGNA Guaranteed Short-Term Account and CIGNA Guaranteed Long-Term Account are stated at contract value, which approximates fair value, as reported to the Plan by the Principal and CIGNA. Contract value represents contributions made under the contracts, plus earnings, less Plan withdrawals. The remaining investments are stated at market value as determined by the Custodian based on the established market prices of the underlying investments. Purchases and sales of securities are recorded on a trade-date basis. Participant Loans Subject to the provisions of the IRC and the Plan, a participant may borrow against the balance in their account. The participant executes a promissory note with an interest rate based on prevailing commercial lending rates. Loan principal and interest are paid over periods ranging from two, but not more than five years. Participant loans are valued at cost which approximates fair value. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Reclassifications Certain reclassifications have been made to the fiscal year 1994 balances to conform with the 1995 presentation. 9 10 (3) TAX STATUS The Plan obtained its latest determination letter on January 8, 1996, in which the Internal Revenue Service stated that the Plan as then designed, was in compliance with the applicable requirements of the IRC. The Plan has no amendments that were not included in the above mentioned determination letter. The Company believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and is qualified and that the related trust is tax exempt. (4) INVESTMENTS The Custodian of the Plan held the Plan's investments and executed the transactions therein. The fair market values of individual assets that represent 5% or more of the Plan's net assets as of December 31, 1995 and 1994 are as follows: 1995 1994 ---- ---- Principal Guaranteed Investment Account $ - $ 542,487 CIGNA Guaranteed Short-Term Account 445,900 320,129 CIGNA Guaranteed Long-Term Account 3,453,093 2,427,649 Warburg Capital Appreciation Account 1,953,232 1,249,955 Warburg Emerging Growth Account 1,592,475 686,979 LCI Common Stock Account 1,517,020 476,241 (5) RELATED PARTY The Warburg Capital Appreciation Account and the Warburg Emerging Growth Account invest in mutual funds managed by Warburg, Pincus Counsellors, Inc., a wholly-owned subsidiary of E.M. Warburg, Pincus & Co., Inc. E.M. Warburg Pincus & Co., Inc. through affiliates, is a significant shareholder of the Company. (6) REQUIRED SCHEDULE INFORMATION There is no information to be reported for the following schedules as of and for the year ended December 31, 1995: a. Loans or Fixed Income Obligations. b. Leases in Default or Classified as Uncollectible. c. Nonexempt Transactions. d. Assets Held for Investment Purposes Which Were Both Acquired and Disposed of within the Plan Year. 10 11 (7) RECONCILIATION TO FORM 5500 As of December 31, 1995 and 1994, the Plan had $131,506 and $164,604, respectively, of pending distributions to participants who elected to withdraw from the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of net assets available for benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for benefits per the financial statements to Form 5500 as filed by the Company for the years ended December 31, 1995 and 1994: Benefits Net Assets Available Payable to Benefits for Plan Benefits Participant Paid December 31 ------------ ------------- -------------------------------- 1995 1994 ------------- ------------- Financial statement balance $ - $922,675 $9,344,203 $6,063,651 Accrued benefit payments 131,506 131,506 (131,506) (164,604) Less: 1994 accrual for benefit payment - (164,604) - - ------------ ------------- ------------- ------------- Form 5500 balance $131,506 $899,577 $9,212,697 $5,899,047 ============ ============= ============= ============= 11 12 SCHEDULE I LCI INTERNATIONAL 401(k) SAVINGS PLAN EMPLOYER IDENTIFICATION NUMBER 31-1115867 PLAN NUMBER 001 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Market Identity of Party or Fund Description Cost Value - ---------------------------------- ---------------------------------------------- ----------- ----------- Connecticut General Life Insurance Guaranteed Short-Term Account $ 445,900 $ 445,900 Connecticut General Life Insurance Guaranteed Long-Term Account 3,453,093 3,453,093 Chase Manhattan Bank LCI Common Stock Account 1,062,042 1,517,020 Connecticut General Life Insurance Warburg Capital Appreciation Account 1,484,567 1,953,232 Connecticut General Life Insurance Warburg Emerging Growth Account 1,172,568 1,592,475 Various Participants Participant Loans (Interest rates 256,127 256,127 ranging from 6.5% to 10.0%) 12 13 SCHEDULE II LCI INTERNATIONAL 401(k) SAVINGS PLAN EMPLOYER IDENTIFICATION NUMBER 31-1115867 PLAN NUMBER 001 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 Number of Purchase Selling Identity of Party Involved Description of Asset Transactions Price Price - ---------------------------- ------------------------------ ------------ ------------ ------------ Connecticut General Life Guaranteed Short-Term Account Various $ 238,592 N/A Insurance Connecticut General Life Guaranteed Short-Term Account Various N/A 115,745 Insurance Connecticut General Life Guaranteed Long-Term Account Various 1,736,794 N/A Insurance Connecticut General Life Guaranteed Long-Term Account Various N/A 659,365 Insurance Chase Manhattan Bank LCI Common Stock Account 68 656,509 N/A Chase Manhattan Bank LCI Common Stock Account 31 N/A 60,751 Connecticut General Life Warburg Capital Appreciation 77 545,690 N/A Insurance Account Connecticut General Life Warburg Capital Appreciation 63 N/A 295,128 Insurance Account Connecticut General Life Warburg Emerging Growth Account 80 773,463 N/A Insurance Connecticut General Life Warburg Emerging Growth Account 63 N/A 282,875 Insurance The Principal Guaranteed Interest Contract 1 N/A 434,661 Current Value Net Cost of at Transaction Realized Identity of Party Involved Description of Asset Asset Date Gain(Loss) - ---------------------------- ---------------------------------- ------------- --------------- ----------- Connecticut General Life Guaranteed Short-Term Account $ 238,592 $ 238,592 N/A Insurance Connecticut General Life Guaranteed Short-Term Account 115,745 115,745 - Insurance Connecticut General Life Guaranteed Long-Term Account 1,736,794 1,736,794 N/A Insurance Connecticut General Life Guaranteed Long-Term Account 659,365 659,365 - Insurance Chase Manhattan Bank LCI Common Stock Account 656,509 656,509 N/A Chase Manhattan Bank LCI Common Stock Account 56,057 60,751 4,694 Connecticut General Life Warburg Capital Appreciation 545,690 545,690 N/A Insurance Account Connecticut General Life Warburg Capital Appreciation 250,129 295,128 44,999 Insurance Account Connecticut General Life Warburg Emerging Growth Account 773,463 773,463 N/A Insurance Connecticut General Life Warburg Emerging Growth Account 226,972 282,875 55,903 Insurance The Principal Guaranteed Interest Contract 434,661 434,661 - 13 14 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. LCI INTERNATIONAL 401(k) SAVINGS PLAN (Name of Plan) Date: June 27, 1996 By: /s/ JOSEPH A. LAWRENCE ---------------------------------------------- Joseph A. Lawrence Senior Vice President Finance and Development and Chief Financial Officer LCI International, Inc. 14 15 LCI INTERNATIONAL 401(k) SAVINGS PLAN ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 1995 INDEX TO EXHIBITS Exhibit No. Description Page No. ------------ ---------------------------------------------- -------- 1 Consent of Independent Public Page 16 Accountants 2 LCI International 401(k) Savings Plan * *Incorporated By Reference to Exhibit 99(c) and 99 to the LCI International, Inc.'s Form S-8 Registration Statements filed on January 19, 1994 and March 20, 1996, respectively. 15 16 EXHIBIT 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 26, 1996, included in this Form 11-K, into the Company's previously filed Form S-8 Registration Statements File No. 33-74246 and No. 333-2580 of LCI International, Inc. dated January 19, 1994 and March 20, 1996, respectively. ARTHUR ANDERSEN LLP Columbus, Ohio, June 26, 1996. 16