<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: July 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 July 18, 1994 concerning
the second-quarter earnings results of U S WEST,
Inc. (the "Company").
99B.1 Unaudited Consolidated Statements of Income of the
Company for quarters ended June 30, 1993 and
June 30, 1994, filed in connection with the
Press Release dated July 18, 1994.
99B.2 Unaudited Selected Consolidated Data of the Company
for quarters ended June 30, 1993 and June 30,
1994, filed in connection with the Press Release
dated July 18, 1994.
99B.3 Unaudited Consolidated Statements of Income of the
Company for six months ended June 30, 1993 and June
30, 1994, filed in connection with the Press Release
dated July 18, 1994.
99B.4 Unaudited Selected Consolidated Data of the Company
for six months ended June 30, 1993 and June 30,
1994, filed in connection with the Press Release
dated July 18, 1994.
99B.5 Unaudited Consolidated Balance Sheets of the Company
filed in connection with the Press Release dated
July 18, 1994.
99B.6 Unaudited Consolidated Statements of Cash Flows of
the Company for six months ended June 30, 1993
and June 30, 1994, filed in connection with the
Press Released dated July 18, 1994.
99B.7 Unaudited Statements of Income of the Company for
quarters ended June 30, 1993 and June 30, 1994,
filed in connection with the Press Release dated
July 18, 1994.
99B.8 Unaudited Statements of Income of the Company for
six months ended June 30, 1993 and June 30, 1994,
filed in connection with the Press Release dated
July 18, 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
Senior Attorney and
Assistant Secretary
Dated: July 18, 1994
<PAGE> 1
EXHIBIT 99A
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
303 793-6500
NEWS RELEASE
RELEASE DATE: July 18, 1994
CONTACT: Blair Johnson, 303-793-6296
Lois Leach, 303-793-6355
U S WEST REPORTS 8.9 PERCENT INCREASE IN EARNINGS,
RECORD GROWTH IN TELEPHONE LINES AND CELLULAR SUBSCRIBERS
ENGLEWOOD, Colo. -- U S WEST (NYSE: USW) today reported that its
second-quarter income from continuing operations* increased 8.9
percent to $317 million, excluding a total of $58 million in one-
time gains from the sale of its paging unit and certain rural
telephone exchanges. U S WEST also reported record growth in
telephone access lines and cellular subscribers.
U S WEST Communications, the company's telecommunications
subsidiary, reported a normalized second-quarter increase in
income-before-an extraordinary-item of 14.4 percent on revenue
growth of 4.3 percent. (These figures exclude the gain on rural
exchange sales.) The number of telephone access lines the
company serves increased by a record 516,000, or 3.8 percent,
over second-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 8.3 percent in the second quarter -- despite a reduction
in minutes of use resulting from the rural exchange sales.
U S WEST's other businesses also enjoyed strong growth. U S WEST
Cellular added a record 263,000 subscribers, a 55-percent
increase from second-quarter 1993, for a total customer base of
nearly 738,000. Operating cash flow margins at U S WEST Cellular
also improved significantly in the second quarter. In addition,
U S WEST completed the sale of its U S WEST Paging division to
the Westlink Company at an after-tax gain of $41 million.
Overall, U S WEST's strong volume growth, which drove up revenue
6.6 percent to $2.7 billion, resulted in a 7.9-percent increase
in the company's earnings before interest, taxes, depreciation
and amortization, or EBITDA.
"The strong net income growth at our telephone company is
encouraging," said Richard McCormick, U S WEST chairman and chief
executive officer, "particularly as we step up to the complex
<PAGE> 2
challenges of restructuring that critical part of our business.
I'm also pleased by the tremendous growth of our wireless
companies -- at home and abroad -- and our plans to reach new
markets through our Time Warner Entertainment partnership and our
recent agreement to acquire cable-TV companies in Atlanta."
In its international businesses, U S WEST reported solid customer
growth at its TeleWest Communications and Mercury One-2-One joint
ventures in the United Kingdom and its other international
cellular operations.
In the last 12 months, TeleWest, a combined cable-television and
telephone joint venture with Tele-Communications, Inc. (TCI),
increased its cable-TV subscribers by more than 61 percent, to
252,000, and the number of telephone lines it serves by more than
80 percent, to 182,000.
Meanwhile, after introducing its Mercury One-2-One mobile phones
only 10 months ago, the U S WEST-Cable & Wireless joint venture
reached the 100,000-subscriber milestone in late June.
Subscribers to U S WEST's other international cellular joint
ventures increased to nearly 100,000 -- more than twice the total
at the end of the second quarter last year.
Also in the second quarter, U S WEST announced that it purchased
Thomson Directories, which publishes 155 directories and delivers
19 million copies annually in the United Kingdom. Thomson
Directories reach 80 percent of the households in Great Britain.
On a per-share basis, U S WEST's second-quarter earnings from
continuing operations were $0.83, including $0.09 for the sale of
paging operations and $0.04 for the sale of certain rural
exchanges. Excluding these non-recurring items, earnings per
share from continuing operations were $0.70, the same as the
second quarter last year.
Despite solid earnings growth, normalized earnings per share from
continuing operations were unchanged, primarily due to the
issuance of additional equity to fund significant long-term
strategic investments, including the Time Warner Entertainment
alliance. (Earnings per share reflect an increase of about 37
million additional shares outstanding in the last nine months.)**
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.
# # #
<PAGE> 3
Footnotes
[FN]
* 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 37 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; and U S WEST contributed 4.6 million shares
to fund an employee benefit trust in March 1994.
<PAGE>
EXHIBIT 99B.1
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
Dollars in millions, June 30, %
except per share amounts 1994 1993 Change
- - ---------------------------------------- ---------------------------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $2,708 $2,541 6.6
EXPENSES
Employee-related costs 943 883 6.8
Other operating expenses 518 495 4.6
Taxes other than income taxes 105 105 -
----------------------------
Earnings before interest, taxes,
depreciation, amortization and
other (EBITDA) 1,142 1,058 7.9
----------------------------
Depreciation and amortization 507 498 1.8
Interest expense 110 107 2.8
Other income (expense) - net 84 (17) -
----------------------------
Income from continuing operations
before income taxes and
extraordinary item 609 436 39.7
Provision for income taxes 234 145 61.4
----------------------------
Income from continuing operations
before extraordinary item 375 291 28.9
Discontinued operations:
Income to June 1, 1993,
net of tax - 18 -
Estimated loss from June 1,
1993 through disposal,
net of tax - (100) -
Extraordinary item - early
extinguishment of debt, net of tax - (50) -
----------------------------
NET INCOME $375 $159 -
============================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
June 30, %
1994 1993 Change
- - ---------------------------------------- ---------------------------
<S> <C> <C> <C>
Earnings (loss) per share:
Continuing operations $0.83 $0.70 18.6
Discontinued operations:
Income to June 1, 1993 - 0.04 -
Estimated loss from June 1, 1993
through disposal - (0.24) -
Extraordinary item - (0.12) -
----------------------------
EARNINGS PER SHARE $0.83 $0.38 -
============================
</TABLE>
<PAGE>
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, June 30, %
except per share amounts 1994 1993 Change
------------------------------------------------------------- --------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA $1,142 $1,058 7.9
EBITDA margin 42.2% 41.6% -
Capital expenditures $627 $554 13.2
Return on shareowners' equity (Note 1) 22.9% 13.7% -
Debt-to-capital ratio (Note 2) 52.3% 55.1%# -
Dividends per share $0.535 $0.535 -
Average shares outstanding (thousands) 453,618 415,971 9.1
Shares outstanding (thousands) 454,299 416,416 9.1
Employees 61,320 61,876 (0.9)
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 3,961 3,812 3.9
Consumer 10,048 9,719 3.4
Total access lines (Note 3) 14,009 13,531 3.5
Billed access minutes of use (millions):
Interstate 10,887 10,149 7.3
Intrastate 2,112 1,858 13.7
Total access minutes of use 12,999 12,007 8.3
EBITDA $1,006 $936 7.5
EBITDA margin 44.9% 43.5% -
Debt-to-capital ratio 61.3% 63.0%# -
Capital expenditures $559 $494 13.2
Employees 49,252 50,783 (3.0)
CELLULAR REVENUE AND
SELECTED STATISTICS
Cellular service revenue $153.5 $107.3 43.1
Cellular equipment revenue $29.2 $13.6 -
Cellular operating cash flow (EBITDA) $47.2 $28.8 63.9
Cellular operating cash flow margin 30.7% 26.8% -
Cellular subscribers 738,000 475,000 55.4
Total adjusted POPs (millions) 18.0 17.4 3.4
</TABLE>
[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 56.7% and 59.7%.
Note 3: Access line growth, excluding 1994 rural
exchange sales of 38,000 lines, was 3.8%.
<PAGE>
EXHIBIT 99B.3
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Six Months Ended
Dollars in millions, June 30, %
except per share amounts 1994 1993 Change
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $5,349 $5,051 5.9
EXPENSES
Employee-related costs 1,854 1,753 5.8
Other operating expenses 995 967 2.9
Taxes other than income taxes 213 210 1.4
----------------------------
Earnings before interest, taxes,
depreciation, amortization and
other (EBITDA) 2,287 2,121 7.8
----------------------------
Depreciation and amortization 1,010 988 2.2
Interest expense 219 213 2.8
Other income (expense) - net 73 (35) -
----------------------------
Income from continuing operations
before income taxes and
extraordinary item 1,131 885 27.8
Provision for income taxes 432 298 45.0
----------------------------
Income from continuing operations
before extraordinary item 699 587 19.1
Discontinued operations:
Income to June 1, 1993,
net of tax - 38 -
Estimated loss from June 1,
1993 through disposal,
net of tax - (100) -
Extraordinary item - early
extinguishment of debt, net of tax - (50) -
----------------------------
NET INCOME $699 $475 47.2
============================
</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>
Six Months Ended
June 30, %
1994 1993 Change
- - ---------------------------------------- ----------------------------
<S> <C> <C> <C>
Earnings (loss) per share:
Continuing operations $1.56 $1.41 10.6
Discontinued operations:
Income to June 1, 1993 - 0.09 -
Estimated loss from June 1, 1993
through disposal - (0.24) -
Extraordinary item - (0.12) -
----------------------------
EARNINGS PER SHARE $1.56 $1.14 36.8
============================
</TABLE>
<PAGE>
EXHIBIT 99B.4
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Six Months Ended
Dollars in millions, June 30,
except per share amounts 1994 1993 % Change
- - -------------------------------------------------------------- --------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA $2,287 $2,121 7.8
EBITDA margin 42.8% 42.0% -
Capital expenditures $1,227 $1,006 22.0
Return on shareowners' equity (Note 1) 22.1% 13.9% -
Debt-to-capital ratio (Note 2) 52.3% 55.1%# -
Dividends per share $1.07 $1.07 -
Average shares outstanding (thousands) 449,024 415,529 8.1
Shares outstanding (thousands) 454,299 416,416 9.1
Employees 61,320 61,876 (0.9)
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 3,961 3,812 3.9
Consumer 10,048 9,719 3.4
Total access lines (Note 3) 14,009 13,531 3.5
Billed access minutes of use (millions):
Interstate 21,507 19,931 7.9
Intrastate 4,123 3,657 12.7
Total access minutes of use 25,630 23,588 8.7
EBITDA $2,012 $1,877 7.2
EBITDA margin 45.1% 43.7% -
Debt-to-capital ratio 61.3% 63.0%# -
Capital expenditures $1,110 $900 23.3
Employees 49,252 50,783 (3.0)
CELLULAR REVENUE AND
SELECTED STATISTICS
Cellular service revenue $285.8 $201.9 41.6
Cellular equipment revenue $51.0 $23.3 -
Cellular operating cash flow (EBITDA) $80.7 $49.4 63.4
Cellular operating cash flow margin 28.2% 24.5% -
Cellular subscribers 738,000 475,000 55.4
Total adjusted POPs (millions) 18.0 17.4 3.4
</TABLE>
[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 56.7% and 59.7%.
Note 3: Access line growth, excluding 1994 rural
exchange sales of 38,000 lines, was 3.8 %.
<PAGE>
EXHIBIT 99B.5
<TABLE>
CONSOLIDATED BALANCE SHEETS U S WEST, Inc.
(UNAUDITED)
<CAPTION>
June 30, December 31,
In millions 1994 1993
- - -------------------------------------------- ------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $229 $128
Accounts and notes receivable 1,768 1,570
Inventories and supplies 224 193
Prepaid and other 671 609
------------------------
Total current assets 2,892 2,500
------------------------
Property, plant and equipment - net 13,216 13,232
Investment in Time Warner Entertainment 2,535 2,552
Net assets of discontinued operations * 336 554
Other assets 2,214 1,842
------------------------
Total assets $21,193 $20,680
========================
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt $1,981 $1,776
Accounts payable 700 977
Current portion of restructuring charges 428 456
Other 1,933 1,772
------------------------
Total current liabilities 5,042 4,981
------------------------
Long-term debt 5,250 5,423
Postretirement and other postemployment
benefit obligations 2,464 2,699
Deferred taxes, credits and other 1,840 1,716
Shareowners' equity:
Common shares 7,514 6,996
Retained earnings (deficit) ** (701) (892)
LESOP guarantee (216) (243)
------------------------
Total shareowners' equity 6,597 5,861
------------------------
Total liabilities and
shareowners' equity $21,193 $20,680
========================
</TABLE>
[FN]
* All assets and liabilities associated with
discontinued operations are presented in the line item
"Net assets of discontinued operations".
** Includes the effects of an extraordinary, $3.1 billion
(after-tax) charge to discontinue accounting for U S WEST
Communications in accordance with regulatory accounting
methods as of September 30, 1993.
<PAGE>
EXHIBIT 99B.6
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
In millions 1994 1993
- - ----------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $699 $475
Adjustments to net income:
Depreciation and amortization 1,010 988
Discontinued operations - 62
Deferred income taxes and amortization
of investment tax credits 90 6
Changes in operating assets and liabilities:
Accounts and notes receivable (53) (38)
Inventories, supplies and other (101) (87)
Accounts payable and accrued liabilities (20) 39
Other - net (87) (124)
- - ----------------------------------------------------------------------
Cash provided by operating activities 1,538 1,321
- - ----------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (1,282) (1,185)
Proceeds from disposals of property, plant and
equipment 47 17
Other - net (241) (93)
- - ----------------------------------------------------------------------
Cash (used) for investing activities (1,476) (1,261)
- - ----------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from short-term debt 212 201
Proceeds from issuance of long-term debt 251 587
Repayments of long-term debt (327) (232)
Dividends paid (440) (404)
Proceeds from issuance of common stock 295 42
- - ----------------------------------------------------------------------
Cash provided by financing activities (9) 194
- - ----------------------------------------------------------------------
Cash provided by continuing operations 53 254
- - ----------------------------------------------------------------------
Cash provided by (used for) discontinued
operations 48 (134)
- - ----------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Increase 101 120
Beginning balance 128 159
- - ----------------------------------------------------------------------
Ending balance $229 $279
======================================================================
</TABLE>
[FN]
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
June 30, %
Dollars in millions 1994 1993 Change
- - ------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Local service $1,016 $963 5.5
Access charges - interstate 556 527 5.5
Access charges - intrastate 179 170 5.3
Long distance network service 345 355 (2.8)
Other services 147 136 8.1
----------------------------
Total operating revenues 2,243 2,151 4.3
EXPENSES
Employee-related costs 738 706 4.5
Other operating expenses 401 413 (2.9)
Taxes other than income taxes 98 96 2.1
----------------------------
Earnings before interest, taxes,
depreciation, amortization and
other (EBITDA) 1,006 936 7.5
----------------------------
Depreciation and amortization 470 459 2.4
Interest expense 81 100 (19.0)
Other income (expense) - net 17 (13) -
----------------------------
Income before income taxes and
extraordinary item 472 364 29.7
Provision for income taxes 177 121 46.3
----------------------------
Income before extraordinary item 295 243 21.4
Extraordinary item - early
extinguishment of debt,
net of tax - (50) -
----------------------------
NET INCOME $295 $193 52.8
============================
</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>
Six Months Ended
June 30, %
Dollars in millions 1994 1993 Change
- - -----------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Local service $2,001 $1,900 5.3
Access charges - interstate 1,118 1,065 5.0
Access charges - intrastate 353 340 3.8
Long distance network service 696 711 (2.1)
Other services 293 276 6.2
------------------------------
Total operating revenues 4,461 4,292 3.9
EXPENSES
Employee-related costs 1,455 1,402 3.8
Other operating expenses 799 821 (2.7)
Taxes other than income taxes 195 192 1.6
------------------------------
Earnings before interest, taxes,
depreciation, amortization and
other (EBITDA) 2,012 1,877 7.2
------------------------------
Depreciation and amortization 935 901 3.8
Interest expense 161 199 (19.1)
Other income (expense) - net 31 (13) -
------------------------------
Income before income taxes and
extraordinary item 947 764 24.0
Provision for income taxes 355 254 39.8
------------------------------
Income before extraordinary item 592 510 16.1
Extraordinary item - early
extinguishment of debt,
net of tax - (50) -
------------------------------
NET INCOME $592 $460 28.7
==============================
</TABLE>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
