<PAGE> 1
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: April 18, 1994
U S WEST, INC.
A Colorado Commission File IRS Employer Identification
Corporation Number 1-8611 No. 84-0926774
7800 East Orchard Road, Englewood, Colorado 80111
Telephone Number (303) 793-6500
<PAGE> 2
Item 7. Exhibits
99A Press Release issued April 18, 1994 concerning
the first-quarter earnings results of U S WEST,
Inc. (the "Company").
99B.1 Unaudited Consolidated Statements of Income of the
Company for quarters ended March 31, 1993 and
March 31, 1994, filed in connection with the
Press Release dated April 18, 1994.
99B.2 Unaudited Selected Consolidated Data of the Company
for quarters ended March 31, 1993 and March 31,
1994, filed in connection with the Press Release
dated April 18, 1994.
99B.3 Unaudited Consolidated Balance Sheets of the Company
filed in connection with the Press Release dated
April 18, 1994.
99B.4 Unaudited Consolidated Statements of Cash Flows of
the Company for quarter ended March 31, 1993
and March 31, 1994, filed in connection with the
Press Released dated April 18, 1994.
99B.5 Unaudited Statements of Income of the Company for
quarters ended March 31, 1993 and March 31, 1994,
filed in connection with the Press Release dated
April 18, 1994.
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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.
/s/ STEPHEN E. BRILZ
By __________________________
Stephen E. Brilz
Senior Attorney and
Assistant Secretary
Dated: April 18, 1994
<PAGE> 1
EXHIBIT 99A
U S WEST, Inc.
7800 East Orchard Road
Englewood, CO 80111
303 793-6500
NEWS RELEASE
Release Date: April 18, 1994
Contact: Blair Johnson, 303-793-6296
Lois Leach, 303-793-6355
U S WEST REPORTS 9.5 PERCENT INCREASE IN EARNINGS,
RECORD GROWTH IN TELEPHONE LINES AND CELLULAR SUBSCRIBERS
ENGLEWOOD, COLO. -- U S WEST (NYSE: USW) today reported that its
first-quarter income from continuing operations increased 9.5
percent to $324 million. The company also reported record growth
in telephone access lines and cellular subscribers.
U S WEST Communications, the company's telecommunications
subsidiary, reported a first-quarter increase in net income of
11.2 percent, reflecting strong volume growth and continued cost
controls. The number of telephone access lines the company
serves increased by 510,000, or a record 3.8 percent, over first-
quarter last year -- excluding the effects of the sale of 20,000
lines in rural telephone exchanges. In addition, minutes of use,
an indicator of long-distance calling volumes, grew by 9.1
percent.
U S WEST's other business also enjoyed robust growth. U S WEST
Cellular set a first-quarter record by adding 64,000 subscribers,
a 53-percent increase form first-quarter 1993, for a total
customer base of 665,000.
In its international businesses, U S WEST reported solid growth,
especially at its TeleWest Communications and Mercury One-2-One
joint ventures in the United Kingdom. TeleWest, a joint venture
with Tele-Communications Inc. (TCI) that provides combined cable-
television and telephone service, increased its cable-TV
subscribers by more than 50 percent, and the number of telephone
lines it serves by more than 70 percent in the last 12 months.
Excellent response to its new wireless telephones in the U.K.
prompted Mercury One-2-One, a U S WEST-Cable & Wireless joint
venture, to accelerate its construction program to have a
presence in most major metropolitan areas in the U.K. by the end
of 1994.
<PAGE> 2
Also in the first quarter, U S WEST announced the formation of
the Russian Telecommunications Development Corporation (RTDC), an
innovative organization that is managing and funding improvements
in Russia's telecommunications infrastructure. Recognizing the
value of U S WEST's Russian businesses, several outside investors
and the Overseas Private Investment Corporation (OPIC) are
providing significant funding for these projects.
Overall, U S WEST's strong volume growth, which drove up revenue
5.2 percent to $2.6 billion, and continued cost controls resulted
in a 7.7 percent increase in the company's earnings before
interest, taxes, depreciation and amortization, or EBITDA.
On a per-share basis, U S WEST's first-quarter earnings from
continuing operations increased to $0.73, compared with $0.71 at
this time last year.* The earnings-per-share results reflect an
increase of about 35 million additional shares outstanding in the
last six months.**
"Besides its double-digit earnings growth, our telephone company
made good progress in restructuring its business and preparing to
test interactive television services in Omaha later this year,"
said Richard McCormick, U S WEST chairman and chief executive
officer. "I'm also pleased with the great strides we're making
outside our region -- in our partnership with Time Warner
Entertainment and internationally."
U S WEST is in the connections business, helping customers share
information, entertainment and communications services in local
markets worldwide. U S WEST's major subsidiary, U S WEST
Communications, provides services to 25 million customers in 14
western and midwestern states.
# # #
[FN]
Footnotes
* Continuing operations represent company results minus the
contributions of U S WEST's financial services businesses, which
the company is exiting. These businesses are being treated as
discontinued operations for accounting purposes.
** Of the 35 million additional shares outstanding, 22 million
shares were sold in a fourth-quarter 1993 equity offering. In
first-quarter 1994, about 5.5 million shares were sold as part of
a lawsuit settlement and U S WEST contributed 4.6 million shares
to an employee benefit trust.
# # #
<PAGE>
EXHIBIT 99B.1
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
Dollars in millions, March 31, %
except per share amounts 1994 1993 Change
- -------------------------------------------------- ----------- -----------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $2,641 $2,510 5.2
EXPENSES
Employee-related costs 911 870 4.7
Other operating expenses 477 472 1.1
Taxes other than income taxes 108 105 2.9
----------- ----------- -----------
Earnings before interest, taxes,
depreciation, amortization and
other (EBITDA) 1,145 1,063 7.7
----------- ----------- -----------
Depreciation and amortization 503 490 2.7
Interest expense 109 106 2.8
Other expense - net 11 18 (38.9)
----------- ----------- -----------
Income from continuing operations
before income taxes 522 449 16.3
Provision for income taxes 198 153 29.4
----------- ----------- -----------
Income from continuing operations 324 296 9.5
Discontinued operations, - 20 -
net of tax
----------- ----------- ------------
NET INCOME $324 $316 2.5
======================= ============
Earnings per share:
Continuing operations $0.73 $0.71 2.8
Discontinued operations - 0.05 -
----------- ----------- ------------
EARNINGS PER SHARE $0.73 $0.76 (3.9)
======================= ============
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</TABLE>
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<PAGE>
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, March 31, %
except per share amounts 1994 1993 Change
- ---------------------------------------------------------------- --------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA $1,145 $1,063 7.7
EBITDA margin 43.4% 42.4% -
Capital expenditures $600 $452 32.7
Return on shareowners' equity (Note 1) 21.3% 14.1% -
Debt-to-capital ratio (Note 2) 53.9% 55.1%# -
Dividends per share $0.535 $0.535 -
Average shares outstanding (thousands) 444,378 415,082 7.1
Shares outstanding (thousands) 452,826 415,429 9.0
Employees 61,080 62,396 (2.1)
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 3,932 3,759 4.6
Consumer 10,027 9,710 3.3
Total access lines (Note 3) 13,959 13,469 3.6
Billed access minutes of use (millions):
Interstate 10,620 9,782 8.6
Intrastate 2,011 1,799 11.8
Total access minutes of use 12,631 11,581 9.1
EBITDA $1,006 $941 6.9
EBITDA margin 45.4% 44.0% -
Debt-to-capital ratio 61.9% 63.0%# -
Capital expenditures $551 $406 35.7
Employees 49,340 50,947 (3.2)
CELLULAR REVENUE AND
SELECTED STATISTICS
Cellular service revenue $132.3 $94.6 39.9
Cellular equipment revenue $21.9 $9.6 -
Cellular operating cash flow (EBITDA) $33.6 $21.2 58.5
Cellular operating cash flow margin 25.4% 22.4% -
Cellular subscribers 665,000 435,000 52.9
Total adjusted POPs (millions) 18.5 17.4 6.3
<FN>
# As of December 31, 1993.
Note 1: Based on income from continuing operations.
Note 2: 1994 and 1993 debt-to-capital ratio including
discontinued operations is 58.3% and 59.7%.
Note 3: First quarter 1994 access line growth, excluding 1994
rural exchange sales of 20,000 lines, was 3.8%.
</TABLE>
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<PAGE>
EXHIBIT 99B.3
<TABLE>
CONSOLIDATED BALANCE SHEETS U S WEST, Inc.
(UNAUDITED)
<CAPTION>
March 31, December 31,
In millions 1994 1993
- ------------------------------------------ ------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $446 $128
Accounts and notes receivable 1,544 1,570
Inventories and supplies 203 193
Prepaid and other 648 609
------------------------
Total current assets 2,841 2,500
------------------------
Property, plant and equipment - net 13,216 13,232
Investment in Time Warner Entertainment 2,529 2,552
Net assets of discontinued operations * 515 554
Other assets 2,078 1,842
------------------------
Total assets $21,179 $20,680
========================
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt $2,093 $1,776
Accounts payable 708 977
Current portion of restructuring charges 443 456
Other 1,911 1,772
------------------------
Total current liabilities 5,155 4,981
------------------------
Long-term debt 5,349 5,423
Postretirement and other postemployment
benefit obligations 2,432 2,699
Deferred taxes, credits and other 1,868 1,716
Shareowners' equity:
Common shares 7,457 6,996
Retained earnings (deficit) ** (839) (892)
LESOP guarantee (243) (243)
------------------------
Total shareowners' equity 6,375 5,861
------------------------
Total liabilities and
shareowners' equity $21,179 $20,680
========================
<FN>
* All assets and liabilities associated with
discontinued operations are presented in the line item
"Net assets of discontinued operations".
** Includes an extraordinary $3.1 billion (after-tax) charge to
discontinue accounting for U S WEST Communications in accordance
with SFAS No. 71 as of September 30, 1993.
</TABLE>
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<PAGE>
EXHIBIT 99B.4
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Quarter Ended
March 31,
In millions 1994 1993
- -----------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $324 $316
Adjustments to net income:
Depreciation and amortization 503 490
Discontinued operations - (20)
Deferred income taxes and amortization
of investment tax credits 75 17
Changes in operating assets and liabilities:
Accounts and notes receivable 26 (23)
Inventories, supplies and other (59) (71)
Accounts payable and accrued liabilities (44) 136
Other - net (68) (189)
- -----------------------------------------------------------------------
Cash provided by operating activities 757 656
- -----------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (654) (640)
Proceeds from disposals of property, plant and
equipment, net 18 22
Other - net (76) (73)
- -----------------------------------------------------------------------
Cash (used) for investing activities (712) (691)
- -----------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from short-term debt 335 422
Proceeds from issuance of long-term debt 182 112
Repayments of long-term debt (116) (229)
Dividends paid (223) (201)
Proceeds from issuance of common stock 256 19
- -----------------------------------------------------------------------
Cash provided by financing activities 434 123
- -----------------------------------------------------------------------
Cash provided by continuing operations 479 88
- -----------------------------------------------------------------------
Cash provided by (used for) discontinued
operations (161) 25
- -----------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Increase 318 113
Beginning balance 128 159
- -----------------------------------------------------------------------
Ending balance $446 $272
=======================================================================
</TABLE>
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<PAGE>
EXHIBIT 99B.5
<TABLE>
STATEMENTS OF INCOME U S WEST COMMUNICATONS, Inc.
(UNAUDITED)
<CAPTION>
Quarter Ended
March 31,
Dollars in millions 1994 1993 % Change
- ---------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Local service $985 $937 5.1
Access charges - interstate 562 538 4.5
Access charges - intrastate 174 170 2.4
Long distance network service 351 356 (1.4)
Other services 146 140 4.3
------------------------------------
Total operating revenues 2,218 2,141 3.6
EXPENSES
Employee-related costs 717 696 3.0
Other operating expenses 398 408 (2.5)
Taxes other than income taxes 97 96 1.0
------------------------------------
Earnings before interest, taxes,
depreciation, amortization and
other (EBITDA) 1,006 941 6.9
------------------------------------
Depreciation and amortization 465 442 5.2
Interest expense 80 99 (19.2)
Other income - net 14 - -
------------------------------------
Income before income taxes 475 400 18.8
Provision for income taxes 178 133 33.8
------------------------------------
NET INCOME $297 $267 11.2
====================================
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</TABLE>
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