U S WEST INC /DE/
8-K, 2000-05-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549




                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




        Date of Report (Date of earliest event reported): April 28, 2000




                                 U S WEST, Inc.
             (Exact name of registrant as specified in its charter)




 A Delaware Corporation        Commission File IRS       Employer Identification
(State of Incorporation)         Number 1-14087                No. 84-0953188




                 1801 California Street, Denver, Colorado 80202
          (Address of principal executive offices, including Zip Code)


                         Telephone Number (303) 672-2700
              (Registrant's telephone number, including area code)


            (The Exhibits index is located on page 2 of this report)

================================================================================


<PAGE>


Item 5.       Other Events

              On April 28,  2000,  U S WEST,  Inc.  released  its first  quarter
earnings  results.  The release and financial  statements are attached hereto as
Exhibits.


Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

         The following exhibits are filed as part of this current report on Form
8-K:

Exhibit Number Exhibit

27             Financial Data Schedule

99.1           Press  Release  issued  April 28, 2000  concerning  the  earnings
               results of U S WEST, Inc. for the first quarter of 2000.

99.2           Unaudited  Pro  Forma  Consolidated  Statements  of Income of U S
               WEST,  Inc.  for the  quarters  ended  March  31,  1999 and 2000,
               respectively,  filed in  connection  with the Press Release dated
               April 28, 2000.

99.3           Unaudited Pro Forma Earnings  Normalization Schedule of U S WEST,
               Inc.   for  the   quarters   ended   March  31,  1999  and  2000,
               respectively,  filed in  connection  with the Press Release dated
               April 28, 2000.

99.4           Unaudited  Consolidated  Balance Sheets of U S WEST, Inc. for the
               quarter  ended March 31,  2000,  and the year ended  December 31,
               1999,  respectively,  filed in connection  with the Press Release
               dated April 28, 2000.

99.5           Unaudited  Consolidated Pro Forma Statements of Cash Flows of U S
               WEST,  Inc.  for the  quarters  ended  March  31,  1999 and 2000,
               respectively,  filed in  connection  with the Press Release dated
               April 28, 2000.

99.6           Unaudited  Selected  Consolidated  Data of U S WEST, Inc. for the
               quarters  ended March 31, 1999 and 2000,  respectively,  filed in
               connection with the Press Release dated April 28, 2000.

99.7           Unaudited  Consolidated  Statements  of  Operations  of U S  WEST
               Communications,  Inc. for the  quarters  ended March 31, 1999 and
               2000,  respectively,  filed in connection  with the Press Release
               dated April 28, 2000.

99.8           Unaudited Consolidated Balance Sheets of U S WEST Communications,
               Inc.  for the quarter  ended March 31,  2000,  and the year ended
               December 31, 1999,  respectively,  filed in  connection  with the
               Press Release dated April 28, 2000.

<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                               U S WEST, Inc.

                                          By:  /s/ Thomas O. McGimpsey
                                               -------------------------
                                               Thomas O. McGimpsey
                                               Assistant Secretary

Dated:        April 28, 2000




April 28, 2000

- --------------------------------------------------------------------------------
Note to investors: Sol Trujillo,  Chairman, President and CEO of U S WEST (NYSE:
USW), will host a live  teleconference call at 9 a.m. MDT (11 a.m. EDT) today to
discuss first quarter 2000 results. U.S. participants call 1-888-569-5033 by the
scheduled start time. International callers dial 719-457-2653.  A replay will be
available  starting at Noon MDT, through 6 p.m. MDT on Friday,  May 5 by calling
1-888-203-1112 and entering  confirmation number 782807.  International  callers
can reach the replay at 719-457-0820.
- --------------------------------------------------------------------------------

             U S WEST Reports Record Revenue Growth in First Quarter
                          as Data, Wireless Sales Climb
                  Revenue Growth at All-time High 6.6 Percent;
  "Growth Subscribers" Surpass 1.2 Million Mark; PCS Subscribers Reach 600,000;
                         Broadband Subscribers Grow to
                                 Nearly 170,000

DENVER - Capitalizing on continued  brisk  expansion in its growth  businesses -
particularly  its PCS Wireless  business - U S WEST (NYSE:  USW) announced today
first quarter normalized, diluted earnings per share growth of 11.5 percent on a
12.9 percent rise in normalized net income.

Propelling  the $0.87  normalized  diluted EPS and $445 million  normalized  net
income was an all-time best 6.6 percent  quarterly  revenue  growth rate.  Local
revenue growth of 9.5 percent was balanced between core (57 percent of the gain)
and growth (43 percent) areas.

During the quarter, subscriptions in the company's data (DSL, VDSL, and Internet
access) and wireless (PCS) growth businesses jumped 230,000,  surpassing the 1.2
million mark and up 167 percent from a year ago. Much of the jump stemmed from a
dramatic rise in  subscribers to U S WEST's  Advanced PCS service,  up almost 30
percent sequentially for the quarter to 600,000, a gain of about 135,000.

Also during the  quarter,  the company  reported  that EBITDA  (Earnings  Before
Interest, Taxes, Depreciation, Amortization and other) grew to $1.49 billion, up
7.4 percent from the year-ago period.

"Our top-line growth figures show that we are hitting on all cylinders - through
our growth  initiatives and in our core business," said Sol Trujillo,  chairman,
president and CEO of U S WEST. "And much of that top-line  success is flowing to
the bottom line,  despite  incurring  higher-than-anticipated  dilution from our
growth  initiatives.  In short,  as we near the finish line in our Qwest merger,
we're continuing the transformation of U S WEST into a growth-oriented vehicle."

                                    - more -



<PAGE>


U S WEST First Quarter Earnings - Page 2

QUARTERTLY Growth Product Highlights
<TABLE>
<S>           <C>                         <C>                 <C>
- ------------- --------------------------- ------------------- ---------------------------------------------------------
Category      Revenues (comparisons are   Key Product         Subscriber/Penetration Levels
              1Q00 over 1Q99)
- ------------- --------------------------- ------------------- ---------------------------------------------------------
- ------------- --------------------------- ------------------- ---------------------------------------------------------
Broadband     o    $508 million, up       o    U S            o    To date, more than 438,000, up 58,000 for the
(Data &            34 percent                  WEST.net            quarter and 121 percent over 1Q99.
Video)
              o    !NTERPRISE data        o    MegaBit        o    Total "Broadband" subscribers now number
                   revenues were $267          Services            167,000, including all DSL, VDSL and Choice OnLine
                   million, up 50              (DSL)               customers.
                   percent.                                   o    Total DSL data subscribers are 136,000.
                                                              o    95 percent of customers self-install.

                                          o    ChoiceTV       o    ChoiceTV (VDSL) subscribers grew to more than
                                               & OnLine                   31,000.
                                                              o    20,000 customers also subscribe to the company's
                                                                   HFC-based video offering in Omaha, Neb.

- ------------- --------------------------- ------------------- ---------------------------------------------------------
- ------------- --------------------------- ------------------- ---------------------------------------------------------
PCS           o    ARPU of $54.           o    Advanced       o    Added almost 135,000 in the quarter for a
                                               PCS                 total of 600,000.
              o    Total quarterly
                   revenue of  $105                           o    Penetration is now 4.0 percent.
                   million, up 176        o
                   percent.                    Integrated     o    62 percent of users subscribe to at least one
                                               Features            of the product's integrated features.

- ------------- --------------------------- ------------------- ---------------------------------------------------------
- ------------- --------------------------- ------------------- ---------------------------------------------------------
Dex           o    1Q00 directory         o    Internet       o    IYP usage up nearly 101 percent.
                   revenues grew by 6.4        Yellow Pages
                   percent.
              o    1Q00 Internet          o    Web Site
                   revenues were up 241        Service        o    More than 17,000 Internet items were sold in
                   percent over 1Q99.                              the quarter, up 127 percent over 1Q99.

- ------------- --------------------------- ------------------- ---------------------------------------------------------
- ------------- --------------------------- ------------------- ---------------------------------------------------------
Bundled       o    Generated $130         o    Custom         o    1.6 million subscribers - almost double over
Services           million from bundled        Choice              1Q99.
                   service offerings in
                   the quarter.           o    Total          o    At $79.95 per month, this offering - a basic
                                               Package             line, custom calling features, Internet access and
                                                                   PCS - grew to 25,000 subscribers in the quarter.


- ------------- --------------------------- ------------------- ---------------------------------------------------------
</TABLE>

                                   - more -



<PAGE>


U S WEST First Quarter Earnings - Page 3

"We continue to reach our growth milestones," said Trujillo.  "And now, not only
are we leading the industry in  penetration  for our DSL  service,  but our VDSL
service is scaling up where we have it available. We also continue to have great
success with vertical  features in our core business - through a combination  of
innovative  product rollouts and unique packaging.  We now have 16 products with
more  than one  million  subscribers,  and  we've  nearly  doubled  the ratio of
features per line over the last four years."

Other first quarter highlights include:

Volumes and Penetration:

o    Remained the most densely penetrated of any DSL provider  nationwide,  with
     more than 14 percent of qualified on-line customers taking the service. U S
     WEST has 257 central  offices DSL  equipped and serves 529  subscribers  in
     each of those COs - far more than any other DSL provider.

o    In the  quarter,  added  almost  21,000  customers  for  several of its new
     privacy-related  custom-calling features,  including Caller ID with Privacy
     Plus and No  Solicitation.  U S WEST  added  105,000  subscribers  during a
     special April promotional campaign, bringing the total to 373,000.

o    Residential  subscriber  levels at the end of the quarter for the company's
     most popular custom  calling  features  were:  Caller ID, 40 percent;  Call
     Waiting, 37 percent; Voice Messaging, 21 percent.

o    The number of primary rate ISDN lines in service  increased 67 percent over
     last year. Total ISDN lines grew 22 percent.

o    Added    345,000    access    lines    over   the   past    year.    On   a
     "voice-grade-equivalent" basis, business access line growth was 28 percent.

o    On the small  business  side,  total access lines  equipped with Centrex 21
     services grew to 573,000, a 28 percent year-over-year increase.

o    During the quarter,  the company saw continuing  impacts from growth in its
     wholesale  business  reflected in both line growth and pricing.  It now has
     re-sold nearly 578,000 lines to  competitors,  up from 444,000 lines at the
     end of first quarter, 1999. Recently,  the company successfully  negotiated
     DSL  line-sharing  agreements with a consortium of CLECs - helping pave the
     way for completion of its Qwest merger.

Sales and Revenues:

o    Generated  $105 million in quarterly  revenue  from PCS  customers,  up 176
     percent  over first  quarter,  1999.  More than 62 percent of Advanced  PCS
     customers  now  subscribe  to at  least  one  of the  company's  integrated
     features,  and these  customers  are less likely to look for a  competitive
     offering.

o    Revenues  from  U  S  WEST.net  and  MegaBit   Services  grew  133  percent
     year-over-year.

o    Frame relay  revenues  increased by almost 28 percent  quarter-over-quarter
     and ISDN revenues jumped by 22 percent quarter-over-quarter.
                                    - more -



<PAGE>


U S WEST First Quarter Earnings - Page 4

o    A 20 percent increase  compared with first quarter 1999 in private line and
     special access  revenues,  which totaled $332 million - a reflection of the
     company's  growing  data  networking  services  business and its ability to
     successfully  compete in one of the most highly competitive segments of the
     telecommunications market.

o    U S WEST Dex grew  EBITDA by 15.4  percent  and net income by 16.9  percent
     year over year.

o    During the quarter,  consumer revenues from vertical services  increased by
     an industry-leading 16.5 percent, compared to first quarter 1999.

o    Toll  revenues  dropped  by  39  percent  during  the  quarter.   IntraLATA
     long-distance  revenues  comprise  just over 3 percent of U S WEST's  total
     revenues.

Costs and Margins:

o    Capital expenditures were $1.2 billion, down $160 million sequentially from
     fourth quarter,  1999. These investments continue to bolster service levels
     for traditional services and aid in deployment of new services.

o    Growth  initiatives  impacted EPS by $0.26 for the quarter versus $0.16 for
     first quarter, 1999.

o    Employee-related expenses increased by 4.0 percent during the quarter. This
     reflects increased headcount of more than 2,500 for the quarter,  offset by
     a $49 million increase in the pension credit, driven by an improvement in U
     S WEST's pension investments.

"We've been very aggressive in both our capital programs and in adding employees
over the last 12  months,  specifically  to  address  growth  opportunities  and
service improvements.  And it's paying off," said Trujillo.  "In most areas, our
service is now the best it's been in more than five years."

Three items affected U S WEST's reported net income and EPS during the quarter:

o    The company  realized an  after-tax  gain of $49 million  ($0.10 per share)
     during the quarter on the sale of certain Internet-related investments.

o    The company  reported an after-tax loss of $81 million ($0.16 per share) to
     recognize  the decline in market  value of a portion of its stake in Global
     Crossing,  Ltd. (NASDAQ: GBLX). In the fourth quarter, U S WEST monetized a
     portion of this  stake,  but  maintained  economic  exposure  to changes in
     Global Crossing's share price. The drop in Global Crossing's share price at
     the end of March led to this first quarter booking.

o    Also during the quarter,  the company  incurred  about $9 million after tax
     ($0.02 per share) in merger-related expenses.

These items  caused U S WEST's  reported net income to be $404  million,  up 2.5
percent, and reported diluted EPS to be $0.79, up 1.3 percent.


                                    - more -



<PAGE>


U S WEST First Quarter Earnings - Page 5

About U S WEST

U S WEST (NYSE: USW) is a leading broadband and communications service provider,
with more than $13 billion in annual  revenues.  U S WEST leads the  industry in
deploying next-generation broadband ADSL and VDSL Internet access and data/video
services;  offers the nation's  first and only  `one-number'  advanced  wireless
service that  integrates  customers' home or business phones with their wireless
PCS; and provides multimedia  advertising  services,  including Internet & print
directories.  The  company has nearly 2 million  miles of deployed  fiber in the
U.S.,  provides local exchange  services to more than 25 million customers in 14
states,  and provides  wireless services to more than 600,000 customers and data
services to more than 800,000 customers nationally.

U  S  WEST  is  merging  with  Qwest   Communications   International  Inc.  The
combination, to be named Qwest Communications  International Inc., will create a
communications powerhouse with a market capitalization of more than $70 billion,
headquartered  in Denver and employing about 64,000 people  worldwide.  U S WEST
and Qwest will unite the nation's most innovative local,  wireless and broadband
communications firm with one of the world's most advanced  fiber-optic  networks
and broadband Internet providers.  Together, the two firms will have more than 3
million miles of deployed fiber in the U.S. and worldwide,  29 million customers
and  a  local  network  that  is  99.2  percent  digitally  switched.  For  more
information about U S WEST, go to http://www.uswest.com.


Safe Harbor Statement:  This document contains  statements about expected future
events and financial results that are  forward-looking  and subject to risks and
uncertainties.   For   these   statements,   we  claim  the  safe   harbor   for
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Factors that could cause actual results to differ
from  expectations  include:  (i) greater than anticipated  competition from new
entrants into the local exchange, intraLATA toll, wireless, data and directories
markets, causing loss of customers and increased price competition; (ii) changes
in demand  for U S WEST's  products  and  services,  including  optional  custom
calling  features;  (iii)  higher  than  anticipated  employee  levels,  capital
expenditures   and   operating   expenses   (such  as  costs   associated   with
interconnection); (iv) the loss of significant customers; (v) pending and future
state and federal regulatory changes affecting the telecommunications  industry,
including  changes that could have an impact on the  competitive  environment in
the local exchange  market;  (vi)  acceleration  of the deployment of additional
services  and/or  advanced new services to  customers,  such as broadband  data,
wireless (including the purchase of spectrum licenses) and video services, which
would require substantial expenditure of financial and other resources;  (vii) a
change  in  economic  conditions  in the  various  markets  served by U S WEST's
operations;  (viii) higher than  anticipated  start-up costs associated with new
business  opportunities;  (ix)  delays in U S WEST's  ability to begin  offering
interLATA long-distance services; (x) consumer acceptance of broadband services,
including telephony,  data and wireless services; (xi) delays in the development
of  anticipated  technologies,  or the failure of such  technologies  to perform
according to  expectations;  and (xii) timing and  completion  of the  announced
merger with Qwest Communications International Inc. and subequent integration of
the businesses of the two  companies.  These  cautionary  statements by U S WEST
should not be construed as exhaustive or as any admission regarding the adequacy
of  disclosures  made by U S WEST. U S WEST cannot  always  predict or determine
after the fact what factors would cause actual results to differ materially from
those  indicated  by the  forward-looking  statements  or other  statements.  In
addition,  readers  are urged to  consider  statements  that  include  the terms
"believes",   "belief",   "expects",   "plans",   "objectives",   "anticipates",
"intends",  "targets",  or the like to be  uncertain  and  forward-looking.  All
cautionary  statements should be read as being applicable to all forward-looking
statements  wherever they appear.  U S WEST does not undertake any obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

                                     - ### -

Further   information:   Larry  Thede,   303-896-3550;   Martha  Daniele  Paine,
                         303-896-5706; Kent Evans, 303-896-3096.

NOTE:This release and the financial statements will be available on the Internet
     after  6:30  a.m.   (MDT)  by   accessing   U  S  WEST's   Internet   site:
     www.uswest.com.



PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (1)(2)     U S WEST, INC.
(UNAUDITED)

<TABLE>
<CAPTION>

                                            Quarter Ended
In millions, except                            March 31,        %
 per share amounts                          2000      1999    Change
- -----------------------------------      -------  --------
<S>                                      <C>      <C>          <C>
OPERATING REVENUES
 Local services                          $ 2,040  $  1,863       9.5
 Access services                             709       671       5.7
 Directory services                          347       326       6.4
 Long-distance services                      107       174     (38.5)
 Other services                              174       134      29.9
                                         -------  --------
Total operating revenues                   3,377     3,168       6.6
                                         -------  --------
OPERATING EXPENSES
 Employee-related                          1,167     1,122       4.0
 Other operating                             717       656       9.3
 Depreciation & amort                        586       602      (2.7)
                                         --------  --------
Total operating expenses                   2,470     2,380       3.8
                                         --------  --------

Operating Income                             907       788      15.1

OTHER INCOME\EXPENSE
Interest expense                             211       153      37.9
Change in market value of Global
 Crossing derivatives                        129         -         -
Gain on sales of investments                 (79)        -         -
Other (income)expense                         (1)        1    (200.0)
                                         --------  --------

Income before income taxes                   647       634       2.1

Income tax provision                         243       240       1.3
                                         --------  --------


NET INCOME                               $   404  $    394       2.5
                                         ========  ========


 Basic earnings per share                $  0.80  $   0.78       2.6
                                         ========  ========


 Basic average shares
 outstanding                               507.2     503.3       0.8
                                         ========  ========


 Diluted earnings per share              $  0.79  $   0.78       1.3
                                         ========  ========


 Diluted average shares
 outstanding                               514.3     508.1       1.2
                                         ========  ========
<FN>
<F1>
(1) Certain reclassifications have been made to 1999 amounts to conform with the
current presentation.
<F2>
(2) The  results  for 1999  include  pro  forma  adjustments  for the  change in
accounting principle to recognize revenues and expenses for directory publishing
under the "point of publication"  method from the  "amortization"  method, as if
the company had always used this method.

                                        6
</FN>
</TABLE>




PRO FORMA EARNINGS NORMALIZATION SCHEDULE              U S WEST, INC.
(UNAUDITED)



<TABLE>
<CAPTION>

                                           Quarter Ended
In millions, except                          March 31,         %
per share amounts                          2000      1999    Change
- -----------------------------------      --------  --------
NORMALIZED INCOME:
<S>                                      <C>       <C>       <C>

Reported net income                   $     404  $    394       2.5
Adjustments:
Merger related costs                          9        -          -
Change in market value of Global
 Crossing derivatives                        81        -          -
Gain on sales of investments                (49)       -          -
                                         --------  --------
Normalized income                     $     445  $    394      12.9
                                         ========  ========
NORMALIZED BASIC
 EARNINGS PER SHARE:

Reported basic earnings
 per share                            $    0.80  $   0.78       2.6
Adjustments:
Merger related costs                       0.02        -          -
Change in market value of Global
 Crossing derivatives                      0.16        -          -
Gain on sales of investments              (0.10)       -          -
                                         --------  --------
Normalized basic
 earnings per share                   $    0.88  $   0.78      12.8
                                         ========  ========


NORMALIZED DILUTED EARNINGS
 PER SHARE:

Reported diluted earnings
 per share                            $    0.79  $   0.78       1.3
Adjustments:
Merger related costs                       0.02        -          -
Change in market value of Global
 Crossing derivatives                      0.16        -          -
Gain on sales of investments              (0.10)       -          -
                                         --------  --------

Normalized diluted earnings
 per share                            $    0.87  $   0.78      11.5
                                         ========  ========



                                       7
</TABLE>

CONSOLIDATED BALANCE SHEETS                            U S WEST, Inc.

<TABLE>
<CAPTION>

                                             (UNAUDITED)
                                              March 31,  December 31,
In millions                                      2000           1999
- ------------------------------------------   ----------  ------------
<S>                                          <C>         <C>
ASSETS
Current assets:
 Cash and cash equivalents                   $     82    $        78
 Accounts receivable, net                       2,355          2,455
 Receivable from Global Crossing Ltd.
  sale of investment                                -          1,140
 Inventories and supplies                         302            272
 Deferred directory costs                          94             85
 Deferred tax asset                                31             46
 Prepaid and other                                185            116
                                             ----------  ------------
   Total current assets                         3,049          4,192

Property, plant and equipment - net            16,932         16,404
Investments                                     1,085          1,290
Other assets - net                              1,635          1,386
                                             ----------  ------------
   Total assets                              $ 22,701    $    23,272
                                             ==========  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Short-term debt                             $  2,353    $     2,882
 Accounts payable                               1,503          1,700
 Accrued expenses                               1,698          1,840
 Advance billings and deposits                    354            344
                                             ----------  ------------
   Total current liabilities                    5,908          6,766


Long-term debt                                 10,247         10,189
Postretirement and other postemployment
 benefit obligations                            2,838          2,890
Deferred taxes, credits and other               2,393          2,172

Stockholders' equity                            1,315          1,255
                                             ----------  ------------
   Total liabilities and
      stockholders' equity                   $ 22,701    $    23,272
                                             ==========  ============

                                        8

</TABLE>



CONSOLIDATED PRO FORMA STATEMENTS OF CASH FLOWS        U S WEST, Inc.
(UNAUDITED)
<TABLE>
<CAPTION>


                                                       Quarter Ended
                                                          March 31,
In millions                                            2000   1999(1)
- -------------------------------------------------   -------- ---------
<S>                                                 <C>      <C>
OPERATING ACTIVITIES
 Net income                                         $   404  $   394
 Adjustments to net income:
  Depreciation and amortization                         586      602
  Loss on market value of derivatives                   129       -
  Gain on sales of investments                          (79)      -
  Deferred income taxes and amortization
   of investment tax credits                             84       12
 Changes in operating assets and liabilities:
  Accounts receivable                                   100       55
  Inventories, supplies and other current assets        (97)    (116)
  Accounts payable, accrued expense
   and advance billings                                (181)      51
  Other                                                (139)     (61)
- -------------------------------------------------   -------- ---------
Cash provided by operating activities                   807      937
- -------------------------------------------------   -------- ---------
INVESTING ACTIVITIES
 Expenditures for property, plant and equipment      (1,277)    (753)
 Payments on disposals of property,
   plant and equipment                                   (9)      (8)
 Proceeds from sale of Global Crossing stock          1,140       -
 Other                                                  136      (11)
- -------------------------------------------------   -------- ---------
Cash used for investing activities                      (10)    (772)
- -------------------------------------------------   -------- ---------
FINANCING ACTIVITIES
 Net(reductions)proceeds from short-term debt          (520)     256
 Repayments of long-term debt                           (32)    (181)
 Proceeds from issuance of common stock                  30       16
 Dividends paid on common stock                        (271)    (269)
- -------------------------------------------------   -------- ---------
Cash used for financing activities                     (793)    (178)
- -------------------------------------------------   -------- ---------
CASH AND CASH EQUIVALENTS
 Increase(Decrease)                                       4      (13)
 Beginning balance                                       78       49
- -------------------------------------------------   -------- ---------
Ending balance                                      $    82  $    36
=================================================   ======== =========
<FN>

(1) The  results  for 1999  include  pro  forma  adjustments  for the  change in
accounting principle to recognize revenues and expenses for directory publishing
under the "point of publication"  method from the  "amortization"  method, as if
the company had always used this method.
</FN>

                                        9
</TABLE>

SELECTED CONSOLIDATED DATA                            U S WEST, INC.
(UNAUDITED)
<TABLE>
<CAPTION>
                                           As of and for the
                                             Quarter Ended
                                               March 31,       %
                                             2000     1999   Change
- ----------------------------------------   --------  ------- -------
<S>                                        <C>       <C>     <C>
Voice Grade Equivalent Lines
 in Service (with OC3/SST)
 (thousands):
 Business                                   23,575   18,416    28.0
 Consumer                                   12,156   11,816     2.9
                                           --------  -------
Total VGE                                   35,731   30,232    18.2
                                           ========  =======
Access lines
 (thousands):
 Business                                    5,048    4,972     1.5
 Consumer                                   12,068   11,799     2.3
                                           --------  -------
Total access lines                          17,116   16,771     2.1
                                           ========  =======
Calendarized access minutes of use (millions):
 Interstate                                 16,156   15,565     3.8
 Intrastate                                  3,457    3,163     9.3
                                           --------  -------
Total minutes of use                        19,613   18,728     4.7
                                           ========  =======
Wireless/PCS:
 Revenues (millions)                      $    105 $     38   176.3
 Subscribers (thousands)                       600      219   174.0
 ARPU (Dollars)                           $     54 $     54     0.0
 Penetration                                   4.0%     1.6%  150.0

Data Revenues (millions):
 Frame Relay                              $   50.1     39.3    27.5
 Private Line
  LAN Interconnect                            38.6     35.0    10.3
 ISDN                                         63.7     52.3    21.8
 USW.Net/Megabit(DSL)                         31.7     13.6   133.1
 Other !NTERPRISE                             82.6     38.1   116.8
                                            --------  -------
Subtotal !NTERPRISE                         266.7    178.3    49.6
 Other Special Access
 & Private Line                              241.4    200.9    20.2
                                           --------  -------
Total Data Revenues                       $  508.1 $  379.2    34.0
                                           ========  =======
Total Special Access
and Private Line (#1)                     $  332.4    276.2    20.3
                                           ========  =======
Additional Data Stats:
 XDSL Equipped
  Central Offices (C.O.)                       257    215      19.5
 Subscribers per XDSL
  Equipped C.O.'s                              529    148     257.4

Employees:
 U S WEST, Inc.                             60,785   55,324     9.9
 Telephone
  operations only                           48,406   47,007     3.0
Telephone empl per
 10,000 access lines                          28.3     28.0     1.1

Dividends per
 common share                             $  0.535 $  0.535    0.0
Common shares
 outstanding (millions)                      507.6    503.5     0.8
Capital expend (millions)                 $  1,241 $    787    57.7
EBITDA (millions) (#2)                       1,493    1,390     7.4
EBITDA margin                                 44.3%    43.9%    0.9
Debt-to-capital
 ratio (#3)                                   63.6%    57.4%   10.8

<FN>
<F1>
# 1: Includes Frame Relay, Private Line LAN Interconnect, ATM and
Other Special Access and Private Line revenues.
<F2>
# 2: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA).
<F3>
# 3: Telephone operations only.
</FN>
</TABLE>


CONSOLIDATED STATEMENTS OF OPERATIONS   U S WEST COMMUNICATIONS, INC.
(UNAUDITED)                             (Telephone Operations Only)

<TABLE>
<CAPTION>


                                               Quarter Ended
                                                 March 31,       %
In millions                                    2000     1999   Change
- -------------------------------------------  -------  ------- --------
<S>                                          <C>      <C>     <C>
OPERATING REVENUES
 Local services                              $2,045   $1,871     9.3
 Access services                                710      672     5.7
 Long-distance services                         106      171   (38.0)
 Other services                                  90       74    21.6
                                             -------  -------
Total operating revenues                      2,951    2,788     5.8
                                             -------  -------
OPERATING EXPENSES
 Employee-related                               802      893   (10.2)
 Other operating                                777      624    24.5
 Depreciation & amort                           564      585    (3.6)
                                             -------  -------
Total operating expenses                      2,143    2,102     2.0
                                             -------  -------

Operating income                                808      686    17.8

Interest expense                                119       89    33.7
Other expense                                     6       12   (50.0)
                                             -------  -------
Income before income
 taxes                                          683      585    16.8
Income tax provision                            258      216    19.4
                                             -------  -------
NET INCOME                                     $425     $369    15.2
                                             =======  =======


</TABLE>


CONSOLIDATED BALANCE SHEETS             U S WEST COMMUNICATIONS, INC.
                                         (Telephone Operations Only)
<TABLE>
<CAPTION>

                                            (UNAUDITED)
                                             March 31,   December 31,
In millions                                     2000         1999
- -----------------------------------------  ------------  -------------
<S>                                        <C>           <C>
ASSETS
Current assets:
 Cash and cash equivalents                     $   66         $    61
 Accounts receivable, net                       1,765           1,811
 Inventories and supplies                         217             211
 Deferred tax asset                               141             154
 Prepaid and other                                147              95
                                           ------------  -------------
   Total current assets                         2,336           2,332

Property, plant and equipment - net            16,546          16,049
Other assets - net                              1,478           1,597
                                           ------------  -------------
   Total assets                               $20,360         $19,978
                                           ============  =============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
 Short-term debt                               $2,393          $1,684
 Accounts payable                               1,576           1,721
 Accrued expenses                               1,541           1,560
 Advance billings and deposits                    352             343
                                           ------------  -------------
   Total current liabilities                    5,862           5,308

Long-term debt                                  5,464           5,408
Postretirement and other postemployment
 benefit obligations                            2,406           2,462
Deferred taxes, credits and other               2,125           2,080

Stockholder's equity                            4,503           4,720
                                           ------------  -------------
   Total liabilities and
    stockholder's equity                      $20,360         $19,978
                                           ============  =============
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                          0001054522
<NAME>                         U S WEST, Inc.
<MULTIPLIER>                   1,000,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-2000
<PERIOD-START>                  JAN-01-2000
<PERIOD-END>                    MAR-31-2000
<CASH>                                   82
<SECURITIES>                              0
<RECEIVABLES>                         2,355
<ALLOWANCES>                              0
<INVENTORY>                             302
<CURRENT-ASSETS>                      3,049
<PP&E>                               38,806
<DEPRECIATION>                       21,874
<TOTAL-ASSETS>                       22,701
<CURRENT-LIABILITIES>                 5,908
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                            1,315
<TOTAL-LIABILITY-AND-EQUITY>         22,701
<SALES>                               3,377
<TOTAL-REVENUES>                      3,377
<CGS>                                     0
<TOTAL-COSTS>                             0
<OTHER-EXPENSES>                      2,470
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                      211
<INCOME-PRETAX>                         647
<INCOME-TAX>                            243
<INCOME-CONTINUING>                       0
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                            404
<EPS-BASIC>                             .80
<EPS-DILUTED>                           .79



</TABLE>


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