US WEST INC
8-K, 1994-10-18
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: SANTA FE PACIFIC CORP, DEFA14A, 1994-10-18
Next: BALTIMORE BANCORP, DEFM14A, 1994-10-18



<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.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission