<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: October 17, 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
27 Financial Data Schedule.
99A Press Release issued October 17, 1994 concerning
the third-quarter earnings results of U S WEST,
Inc. (the "Company").
99B.1 Unaudited Consolidated Statements of Income of the
Company for quarters ended September 30, 1993 and
September 30, 1994, filed in connection with the
Press Release dated October 17, 1994.
99B.2 Unaudited Selected Consolidated Data of the Company
for quarters ended September 30, 1993 and
September 30, 1994, filed in connection with the
Press Release dated October 17, 1994.
99B.3 Unaudited Consolidated Statements of Income of the
Company for nine months ended September 30, 1993 and
September 30, 1994, filed in connection with the
Press Release dated October 17, 1994.
99B.4 Unaudited Selected Consolidated Data of the Company
for nine months ended September 30, 1993 and
September 30, 1994, filed in connection with the
Press Release dated October 17, 1994.
99B.5 Unaudited Consolidated Balance Sheets of the Company
filed in connection with the Press Release dated
October 17, 1994.
99B.6 Unaudited Consolidated Statements of Cash Flows of
the Company for nine months ended September 30, 1993
and September 30, 1994, filed in connection with the
Press Released dated October 17, 1994.
99B.7 Unaudited Statements of Income of the Company for
quarters ended September 30, 1993 and September 30,
1994, filed in connection with the Press Release
dated October 17, 1994.
99B.8 Unaudited Statements of Income of the Company for
nine months ended September 30, 1993 and September
30, 1994, filed in connection with the Press Release
dated October 17, 1994.
<PAGE> 3
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
Counsel - Securities and
Assistant Secretary
Dated: October 17, 1994
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> MAR-31-1994 SEP-30-1994
<CASH> 298 298
<SECURITIES> 0 0
<RECEIVABLES> 1,755 1,755
<ALLOWANCES> 0 0
<INVENTORY> 242 242
<CURRENT-ASSETS> 2,884 2,884
<PP&E> 30,198 30,198
<DEPRECIATION> 16,703 16,703
<TOTAL-ASSETS> 21,388 21,388
<CURRENT-LIABILITIES> 5,151 5,151
<BONDS> 0 0
<COMMON> 7,568 7,568
51 51
0 0
<OTHER-SE> (844) (844)
<TOTAL-LIABILITY-AND-EQUITY> 21,388 21,388
<SALES> 2,765 8,114
<TOTAL-REVENUES> 2,765 8,114
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 2,118 6,190
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 104 323
<INCOME-PRETAX> 514 1,645
<INCOME-TAX> 196 628
<INCOME-CONTINUING> 318 1,017
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 318 1,017
<EPS-PRIMARY> .70 2.25
<EPS-DILUTED> .70 2.25
</TABLE>
<PAGE> 1
EXHIBIT 99A
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
303 793-6500
NEWS RELEASE
RELEASE DATE: October 17, 1994
CONTACT: Blair Johnson, 303-793-6296
Lois Leach, 303-793-6355
U S WEST REPORTS INCREASED EARNINGS,
RECORD GROWTH IN TELEPHONE LINES AND CELLULAR SUBSCRIBERS
ENGLEWOOD, Colo. -- U S WEST, Inc. (NYSE: USW) today reported an
8.2 percent increase in third-quarter net income -- compared with
normalized net income a year ago -- and another quarter of record
growth in telephone access lines and cellular subscribers.
Results for the quarter, which ended September 30, 1994, included
the following:
- Net income was $318 million. That represents an 8.2
percent increase over the normalized $294 million in income from
continuing operations the company reported for the same period
last year.* (Normalized 1993 third-quarter earnings from
continuing operations exclude the effects of a restructuring
charge and an income tax rate change. Including those and other
charges, U S WEST reported a 1993 third-quarter net loss of
$3.545.)**
- Third-quarter earnings per share were $0.70, the same
as the normalized earnings per share from continuing operations
reported a year ago -- despite the issuance of 38 million
additional shares.***
- Revenues for the quarter increased 7.3 percent to
$2.765 billion, compared with $2.577 billion a year ago.
- Strong volume growth resulted in a 10.7 percent
increase in the company's earnings before interest, taxes,
depreciation and amortization, or EBITDA. (The increase in
EBITDA excludes U S WEST's $1 billion restructuring charge in
1993.)
U S WEST Communications (USWC), the company's telecommunications
subsidiary, reported strong earnings growth.
<PAGE> 2
- USWC reported third-quarter net income of $285 million,
up 14.5 percent from the normalized income of $249 million a year
ago. The telephone company's revenue grew 5.5 percent to $2.267
billion, from $2.148 billion in the same period a year ago.
- The number of telephone access lines the company serves
increased by a record 518,000, or 3.8 percent, over third-quarter
last year -- excluding the effects of the sale of 38,000 lines in
rural telephone exchanges. In addition, minutes of use, an
indicator of long-distance calling volumes, grew by 8.5 percent
in the same period.
"I'm extremely pleased with our continued strong operating
performance," said Richard McCormick, U S WEST chairman and chief
executive officer. "However, greater-than-forecasted demand is
causing delays in providing telephone service in some areas. To
respond to this extraordinary growth and improve service, we
decided to stretch out our timetable for restructuring this
critical part of our business. This will delay the timing -- but
not the magnitude -- of the ultimate cost reductions and service
improvements we expect from our re-engineering program."
U S WEST's worldwide wireless communications businesses also
enjoyed strong third-quarter growth. Including all customers in
the company's domestic and international ventures, U S WEST's
total wireless customer based increased to almost 1.1 million,
nearly 520,000 more than a year ago. U S WEST also took a major
step in the third quarter to better position its domestic
cellular business.
- Domestically, U S WEST Cellular added a record 304,000
subscribers, a 59-percent increase from nearly 517,000 a year
ago, for a total customer base of almost 821,000. In the same
period, operating cash flow margin at U S WEST Cellular increased
more than three percentage points.
- In July, U S WEST and AirTouch Communications announced
that they would merge their domestic cellular assets. U S WEST
will own 30 percent of the combined operation, which already
serves 1.9 million customers on a proportionate basis. Together,
the companies have licenses in 16 of the top 30 markets and more
than 53 million potential cellular customers.
Subscribers to U S WEST's international wireless joint ventures
increased to 267,700 -- more than five times the customer base of
a year ago. U S WEST operates wireless joint ventures in the
United Kingdom, Hungary, the Czech Republic, Slovakia and Russia.
<PAGE> 3
- Mercury One-2-One, a mobile telephone joint venture
with Cable & Wireless in the U.K., continues to exceed customer
growth expectations. To meet the strong demand, One-2-One is
accelerating its expansion plans and has doubled its distribution
outlets.
In cable television, U S WEST took a major step in the third
quarter to expand its base of customers outside the company's 14-
state service territory.
- In July, the company announced plans to acquire two
premier cable-TV systems in metropolitan Atlanta with a combined
subscriber base of roughly 466,000. The transaction is expected
to close in the fourth quarter. Combined with U S WEST's
partnership with Time Warner Entertainment, the Atlanta
properties will expand U S WEST's cable-TV reach to almost 8
million subscribers.
- In the last 12 months, Telewest Communications, a
combined cable-television and telephone joint venture in the U.K.
with Telecommunications Inc. (TCI), increased its base of cable-
TV subscriber by nearly 59 percent, to 273,000, and the number of
telephone lines it serves by more than 84 percent, to 219,000.
For the first nine months of 1994, U S WEST's net income was
$1.017 billion, including a $41 million gain on the sale of the
company's paging operations and a $32 million gain on the sale of
certain rural exchanges. Excluding those gains, net income was
$944 million, compared to normalized income from continuing
operations of $871 million -- an increase of 8.4 percent.
Normalized earnings per share excluding both gains was $2.09,
compared to normalized earnings per share from continuing
operations of $2.09 a year ago.
U S WEST is in the connections business, helping customers share
information, entertainment and communications services in local
markets worldwide.
# # #
[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.
** One-time charges reflected during the third-quarter 1993, in
after-tax dollars, include:
<PAGE> 4
1) A restructuring charge of $610 million, or $1.46 per
share, for re-engineering and streamlining U S WEST
Communications' customer-support operations and other
corporate initiatives;
2) Adjustments of $79 million, or $0.19 per share, to
reflect federally mandated income tax increases. (This
includes $20 million, or $0.05 per share, in
discontinued operations.);
3) An extraordinary charge totaling $3,123 million, or
$7.49 per share, for a technical accounting change --
from rules designed for regulated utilities to those
designed for competitive companies; and
4) An extraordinary change of $27 million, or $0.06 per
share, for the early extinguishment of debt at U S WEST
Communications.
*** Of the 38 million additional shares outstanding, 22 million
shares were sold in a fourth-quarter 1993 equity offering; about
5.5 million shares were issued in February 1994, as part of a
lawsuit settlement; U S WEST contributed 4.6 million shares to
fund an employee benefit trust in March 1994; and 5.9 million
shares were issued for dividend reinvestment and employee
compensation programs.
<PAGE>
EXHIBIT 99B.1
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
Dollars in millions, September 30, %
except per share amounts 1994 1993 Change
- - ---------------------------------------- --------------------------------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $2,765 $2,577 7.3
EXPENSES
Employee-related costs 968 912 6.1
Other operating expenses 532 514 3.5
Taxes other than income taxes 109 107 1.9
Restructuring charge - 1,000 -
Depreciation and amortization 509 477 6.7
Interest expense 104 101 3.0
Other income (expense) - net (29) - -
--------------------------------
Income (loss) from continuing operations
before income taxes and
extraordinary items 514 (534) -
Provision (benefit) for income taxes 196 (159) -
--------------------------------
Income (loss) from continuing operations
before extraordinary items 318 (375) -
Discontinued operations - (20) -
Extraordinary items:
Discontinuance of SFAS No. 71, net of tax - (3,123) -
Early extinguishment of debt, net of tax - (27) -
--------------------------------
NET INCOME (LOSS) $318 ($3,545) -
===============================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
<PAGE>
EXHIBIT 99B.1 (CONTINUED)
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
September 30, %
1994 1993 Change
- - ---------------------------------------- --------------------------------
<S> <C> <C> <C>
Earnings (loss) per common share:
Continuing operations $0.70 ($0.90) -
Discontinued operations - (0.05) -
Extraordinary items:
Discontinuance of SFAS No. 71 - (7.49) -
Early extinguishment of debt - (0.06) -
--------------------------------
EARNINGS (LOSS) PER COMMON SHARE $0.70 ($8.50) -
================================
</TABLE>
<PAGE>
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, September 30, %
except per share amounts 1994 1993 Change
- - ----------------------------------------------------------------- -------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA (Note 1) $1,156 $1,044 10.7
EBITDA margin 41.8% 40.5% -
Capital expenditures $731 $555 31.7
Return on common equity (Note 2) 18.9% - -
Debt-to-capital ratio (Note 3) 51.9% 55.1%# -
Dividends per common share $0.535 $0.535 -
Average common shares outstanding (thousands) 454,997 417,081 9.1
Common shares outstanding (thousands) 455,622 417,634 9.1
Employees (Note 4) 61,167 61,704 (0.9)
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 4,019 3,857 4.2
Consumer 10,156 9,838 3.2
Total access lines (Note 5) 14,175 13,695 3.5
Billed access minutes of use (millions):
Interstate 10,930 10,171 7.5
Intrastate 2,159 1,894 14.0
Total access minutes of use 13,089 12,065 8.5
EBITDA (Note 1) $1,016 $927 9.6
EBITDA margin 44.8% 43.2% -
Debt-to-capital ratio 61.2% 63.0%# -
Capital expenditures $632 $502 25.9
Employees 48,315 50,339 (4.0)
CELLULAR DATA
Service revenue $168.2 $116.7 44.1
Equipment revenue $29.8 $16.2 84.0
Cellular service operating cash flow (EBITDA) $57.6 $35.6 61.8
Cellular service operating cash flow margin 34.2% 30.5% -
Subscribers 821,000 517,000 58.8
Proportionate Subscribers (Note 6) 694,000 440,000 57.7
Total adjusted POPs (millions) 18.0 17.6 2.3
</TABLE>
[FN]
# As of December 31, 1993.
Note 1: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA excludes restructuring charges of $1,000
and $880 for U S WEST, Inc. and the telephone company, respectively.
Note 2: 1993 ratio excluding one-time items is 14.9%.
Note 3: 1994 ratio excludes preferred stock. 1994 and 1993 ratios
including discontinued operations are 56.1% and 59.7%, respectively.
Note 4: 1994 includes 797 additional employees due to the U.K. Thomson
Directories acquisition and 360 fewer employees due to Paging sale.
Note 5: Access line growth, excluding 1994 rural
exchange sales of 38,000 lines, was 3.8%.
Note 6: Proportionate subscribers represent the Company's proportionate
ownership interest in its cellular operations.
<PAGE>
EXHIBIT 99B.3
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Nine Months Ended
Dollars in millions, September 30, %
except per share amounts 1994 1993 Change
- - ---------------------------------------------------------------------------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $8,114 $7,628 6.4
EXPENSES
Employee-related costs 2,822 2,665 5.9
Other operating expenses 1,527 1,481 3.1
Taxes other than income taxes 322 317 1.6
Restructuring charge - 1,000 -
Depreciation and amortization 1,519 1,465 3.7
Interest expense 323 314 2.9
Other income (expense) - net 44 (35) -
------------------------------
Income from continuing operations
before income taxes and
extraordinary items 1,645 351 -
Provision for income taxes 628 139 -
------------------------------
Income from continuing operations
before extraordinary items 1,017 212 -
Discontinued operations - (82) -
Extraordinary items:
Discontinuance of SFAS No. 71, net of tax - (3,123) -
Early extinguishment of debt, net of tax - (77) -
------------------------------
NET INCOME (LOSS) $1,017 ($3,070) -
==============================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
<PAGE>
EXHIBIT 99B.3 (CONTINUED)
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Nine Months Ended
September 30, %
1994 1993 Change
- - ---------------------------------------- ------------------------------
<S> <C> <C> <C>
Earnings (loss) per common share:
Continuing operations $2.25 $0.51 -
Discontinued operations - net - (0.20) -
Extraordinary items:
Discontinuance of SFAS No. 71 - (7.51) -
Early extinguishment of debt - (0.18) -
------------------------------
EARNINGS (LOSS) PER COMMON SHARE $2.25 ($7.38) -
==============================
</TABLE>
<PAGE>
EXHIBIT 99B.4
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Nine Months Ended
Dollars in millions, September 30, %
except per share amounts 1994 1993 Change
- - ----------------------------------------------------------------- --------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA (Note 1) $3,443 $3,165 8.8
EBITDA margin 42.4% 41.5% -
Capital expenditures $1,958 $1,561 25.4
Return on common equity (Note 2) 21.0% - -
Debt-to-capital ratio (Note 3) 51.9% 55.1%# -
Dividends per common share $1.605 $1.605 -
Average common shares outstanding (thousands) 451,037 416,052 8.4
Common shares outstanding (thousands) 455,622 417,634 9.1
Employees (Note 4) 61,167 61,704 (0.9)
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 4,019 3,857 4.2
Consumer 10,156 9,838 3.2
Total access lines (Note 5) 14,175 13,695 3.5
Billed access minutes of use (millions):
Interstate 32,437 30,102 7.8
Intrastate 6,282 5,551 13.2
Total access minutes of use 38,719 35,653 8.6
EBITDA (Note 1) $3,028 $2,804 8.0
EBITDA margin 45.0% 43.5% -
Debt-to-capital ratio 61.2% 63.0%# -
Capital expenditures $1,742 $1,402 24.3
Employees 48,315 50,339 (4.0)
CELLULAR DATA
Service revenue $454.0 $318.6 42.5
Equipment revenue $80.8 $39.5 -
Cellular service operating cash flow (EBITDA) $138.9 $84.8 63.8
Cellular service operating cash flow margin 30.6% 26.6% -
Subscribers 821,000 517,000 58.8
Proportionate Subscribers (Note 6) 694,000 440,000 57.7
Total adjusted POPs (millions) 18.0 17.6 2.3
</TABLE>
[FN]
# As of December 31, 1993.
Note 1: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA excludes restructuring charges of $1,000
and $880 for U S WEST, Inc. and the telephone company, respectively.
Note 2: 1993 ratio excluding one-time items is 14.0%.
Note 3: 1994 ratio excludes preferred stock. 1994 and 1993 ratios
including discontinued operations are 56.1% and 59.7%, respectively.
Note 4: 1994 includes 797 additional employees due to the U.K. Thomson
Directories acquisition and 360 fewer employees due to Paging sale.
Note 5: Access line growth, excluding 1994 rural
exchange sales of 38,000 lines, was 3.8%.
Note 6: Proportionate subscribers represent the Company's proportionate
ownership interest in its cellular operations.
<PAGE>
EXHIBIT 99B.5
<TABLE>
CONSOLIDATED BALANCE SHEETS U S WEST, Inc.
(UNAUDITED)
<CAPTION>
September 30, December 31,
In millions 1994 1993
- - -------------------------------------------- ----------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $298 $128
Accounts and notes receivable 1,755 1,570
Inventories and supplies 242 193
Prepaid and other 589 609
----------------------------
Total current assets 2,884 2,500
----------------------------
Property, plant and equipment - net 13,495 13,232
Investment in Time Warner Entertainment 2,536 2,552
Net assets of discontinued operations * 328 554
Other assets 2,145 1,842
----------------------------
Total assets $21,388 $20,680
============================
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt $2,026 $1,776
Accounts payable 791 977
Current portion of restructuring charges 389 456
Other 1,945 1,772
----------------------------
Total current liabilities 5,151 4,981
----------------------------
Long-term debt 5,225 5,423
Postretirement and other postemployment
benefit obligations 2,472 2,699
Deferred taxes, credits and other 1,765 1,716
Preferred stock subject to mandatory
redemption 51 -
Common shareowners' equity:
Common shares 7,568 6,996
Retained earnings (deficit) (628) (892)
LESOP guarantee (216) (243)
----------------------------
Total common shareowners' equity 6,724 5,861
----------------------------
Total liabilities and shareowners' equity $21,388 $20,680
============================
</TABLE>
[FN]
* All assets and liabilities associated with discontinued
operations are presented in the line item "Net assets of
discontinued operations".
<PAGE>
EXHIBIT 99B.6
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Nine Months Ended
September 30,
In millions 1994 1993
- - --------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $1,017 ($3,070)
Adjustments to net income:
Discontinuance of SFAS No. 71 - 3,123
Restructuring charge - 1,000
Depreciation and amortization 1,519 1,465
Discontinued operations - 82
Deferred income taxes and amortization
of investment tax credits 181 (270)
Changes in operating assets and liabilities:
Accounts and notes receivable (173) (153)
Inventories, supplies and other (42) (79)
Accounts payable and accrued liabilities 111 186
Restructuring payments (167) (77)
Other - net (112) 80
- - --------------------------------------------------------------------------
Cash provided by operating activities 2,334 2,287
- - --------------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (1,948) (1,714)
Investment in Time Warner Entertainment - (1,531)
Proceeds from disposals of property, plant and
equipment 49 29
Proceeds from the sale of assets 143 -
Other - net (311) (179)
- - --------------------------------------------------------------------------
Cash (used) for investing activities (2,067) (3,395)
- - --------------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from short-term debt 403 2,535
Proceeds from issuance of long-term debt 251 1,794
Repayments of long-term debt (408) (1,878)
Dividends paid on common stock (663) (608)
Proceeds from issuance of common stock 329 80
Proceeds from issuance of preferred stock 50 -
- - --------------------------------------------------------------------------
Cash provided by financing activities (38) 1,923
- - --------------------------------------------------------------------------
Cash provided by continuing operations 229 815
- - --------------------------------------------------------------------------
Cash provided by (used for) discontinued
operations (59) (152)
- - --------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Increase 170 663
Beginning balance 128 159
- - --------------------------------------------------------------------------
Ending balance $298 $822
=============================================================================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
<PAGE>
EXHIBIT 99B.7
<TABLE>
STATEMENTS OF INCOME U S WEST COMMUNICATIONS, Inc.
(UNAUDITED)
<CAPTION>
Quarter Ended
September 30, %
Dollars in millions 1994 1993 Change
- - -------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Local service $1,034 $942 9.8
Access charges - interstate 573 528 8.5
Access charges - intrastate 188 173 8.7
Long distance network service 323 371 (12.9)
Other services 149 134 11.2
----------------------------
Total operating revenues 2,267 2,148 5.5
----------------------------
OPERATING EXPENSES
Employee-related costs 752 732 2.7
Other operating expenses 400 391 2.3
Taxes other than income taxes 99 98 1.0
Restructuring charge - 880 -
Depreciation and amortization 471 454 3.7
----------------------------
Total operating expenses 1,722 2,555 (32.6)
----------------------------
Income (loss) from operations 545 (407) -
Interest expense 82 87 (5.7)
Other income (expense) - net (6) 2 -
----------------------------
Income (loss) before income taxes
and extraordinary items 457 (492) -
Provision (benefit) for income taxes 172 (143) -
----------------------------
Income (loss) before extraordinary items 285 (349) -
Extraordinary items:
Discontinuance of SFAS No. 71, net of tax - (3,041) -
Early extinguishment of debt, net of tax - (27) -
----------------------------
NET INCOME (LOSS) $285 ($3,417) -
============================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
<PAGE>
EXHIBIT 99B.8
<TABLE>
STATEMENTS OF INCOME U S WEST COMMUNICATIONS, Inc.
(UNAUDITED)
<CAPTION>
Nine Months Ended
September 30,
Dollars in millions 1994 1993 % Change
- - -------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Local service $3,035 $2,842 6.8
Access charges - interstate 1,691 1,593 6.2
Access charges - intrastate 541 513 5.5
Long distance network service 1,019 1,082 (5.8)
Other services 442 410 7.8
----------------------------
Total operating revenues 6,728 6,440 4.5
----------------------------
OPERATING EXPENSES
Employee-related costs 2,207 2,134 3.4
Other operating expenses 1,199 1,212 (1.1)
Taxes other than income taxes 294 290 1.4
Restructuring charge - 880 -
Depreciation and amortization 1,406 1,355 3.8
----------------------------
Total operating expenses 5,106 5,871 (13.0)
----------------------------
Income from operations 1,622 569 -
Interest expense 243 286 (15.0)
Other income (expense) - net 25 (11) -
----------------------------
Income before income taxes
and extraordinary items 1,404 272 -
Provision for income taxes 527 111 -
----------------------------
Income before extraordinary items 877 161 -
Extraordinary items:
Discontinuance of SFAS No. 71, net of tax - (3,041) -
Early extinguishment of debt, net of tax - (77) -
----------------------------
NET INCOME (LOSS) $877 ($2,957) -
============================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.