<PAGE>
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 28, 1995
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>
Item 7. Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
27 Financial Data Schedule
99A Press Release issued July 28, 1995 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 and six months ended June 30,
1994 and June 30, 1995, filed in connection with
the Press Release dated July 28, 1995.
99B.2 Unaudited Selected Consolidated Data of the
Company for quarters and six months ended June 30,
1994 and June 30, 1995, filed in connection with
the Press Release dated July 28, 1995.
99B.3 Unaudited Consolidated Balance Sheets of the
Company filed in connection with the Press Release
dated July 28, 1995.
99B.4 Unaudited Consolidated Statements of Cash Flows of
the Company for quarters and six months ended June
30, 1994 and June 30, 1995, filed in connection
with the Press Release dated July 28, 1995.
99B.5 Unaudited Statements of Income of U S WEST
Communications Group for quarters and six months
ended June 30, 1994 and June 30, 1995, filed in
connection with the Press Release dated July 28,
1995.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99B.6 Unaudited Selected Combined Group Data for
U S WEST Communications Group for quarters and six
months ended June 30, 1994 and June 30, 1995,
filed in connection with the Press Release dated
July 28, 1995.
99B.7 Unaudited Combined Statements of Income for
U S WEST Media Group for quarters and six months
ended June 30, 1994 and June 30, 1995, filed in
connection with the Press Release dated July 28,
1995.
99B.8 Unaudited Selected Combined Group Data for
U S WEST Media Group for quarters and six months
ended June 30, 1994 and June 30, 1995, filed in
connection with the Press Release dated July 28,
1995.
99B.9 Selected Proportionate Financial Data filed in
connection with the Press Release dated July 28,
1995.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
U S WEST, Inc.
/s/ STEPHEN E. BRILZ
By __________________________
Stephen E. Brilz
Senior Attorney and
Assistant Secretary
Dated: July 28, 1995
<PAGE>
EXHBIT 99A
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
303 793-6500
News Release U S WEST
Release Date: July 28, 1995
Contact: Bruce Amundson (303) 793-6296
Lois Leach (303) 793-6355
U S WEST RECORDS RECORD REVENUE;
STRONG CUSTOMER GROWTH CONTINUES FOR
COMMUNICATIONS AND MEDIA GROUPS
ENGLEWOOD, Colo. - A strong regional economy and continuing customer
growth worldwide pushed U S WEST second quarter revenues to record
levels.
Revenues for the quarter ending June 30, 1995 were $2.9 billion, a
6.9 percent increase when compared with the second quarter last
year.
"All our businesses produced solid results during the second
quarter," said Richard McCormick, U S WEST chairman and chief
executive officer. "The core telephone business continues producing
steady income growth despite the challenges of restructuring its
business. I'm also encouraged by the customer growth and cash flow
performance of our domestic and international growth investments."
Other operational highlights, excluding gains from asset sales, for
second quarter include:
- - - EBITDA - earnings before interest, taxes, depreciation and
amortization - was $1.2 billion, a 7.3 percent increase
compared with last year.
- - - Income was $308 million, a 3.1 percent decrease from last
year.
- - - Earnings per share (EPS) were $0.65, compared with $0.70 last
year.
"These results demonstrate why we are pursuing our targeted stock
plan," McCormick said. "While investing in growth ventures is an
important part of our business strategy, it dilutes the solid
performance of our core telephone business. A targeted stock allows
the market to better value all our businesses and help investors
realize the full value of our long-term strategy."
<PAGE>
Under the company's current targeted stock proposal, U S WEST
Communications Group (proposed NYSE symbol: USW) will track the
14-state telecommunications business. As a yield stock, it will
continue paying dividends at the current rate. The other stock,
U S WEST Media Group (proposed NYSE symbol: UMG), will track cable,
multimedia, wireless, directory and international businesses.
Because it is viewed as a growth stock, it will not pay a dividend.
Shareholders will vote on the proposal later this fall.
U S WEST COMMUNICATIONS GROUP
Fueled by steady growth in access lines and revenue from new
products, U S WEST Communications Group (Communications Group)
reported increases in revenues, net income and EBITDA.
"I'm pleased with the strength of our second quarter financial
results, particularly our continued revenue growth," said Sol
Trujillo, U S WEST Communications president and CEO. "However,
our commitments to improve customer service and invest for future
growth opportunities require even better performance."
Operational highlights for Communications Group for the second
quarter include:
- - - Revenues of $2.3 billion, a 2.5 percent increase compared
with the same period last year. Excluding regulatory
changes affecting toll revenue and the effects of rural
exchange sales, revenues increased 4 percent.
- - - Income, excluding gains associated with the sale of selected
exchanges, was $283 million, a 3.7 percent increase from last
year.
- - - EBITDA was $1.1 billion, a 5.1 percent increase from second
quarter last year.
- - - Subscriber growth - The number of telephone access lines
served increased by 509,000, or 3.6 percent, compared with
second quarter last year. Excluding the sale of selected
rural exchanges, access lines increased 4.2 percent.
- - - EPS on a pro forma basis was $0.60 for the second quarter,
unchanged from last year. EPS excludes gains associated
with the sale of selected rural exchanges.
- - - Billed minutes of use, an indicator of long distance calling
volume, grew by 9.4 percent when compared with second
quarter last year.
U S WEST Communications Group provides telecommunications and high
speed data services to more than 25 million customers in 14 western
and midwestern states.
U S WEST MEDIA GROUP
U S WEST Media Group (Media Group) continues generating strong
results from its operations worldwide.
<PAGE>
"I'm pleased by the growth and financial performance of our domestic
directory and cellular businesses considering the competitive
pressures of these markets," said Chuck Lillis, U S WEST Media Group
president and CEO. "I also thought our domestic cable operations
performed well, especially Atlanta which continues to exceed the
industry's customer growth rates. Meanwhile, our international
operations continue producing sustained growth rates demonstrating
their long-term potential."
Proportionate financial highlights for second quarter include:
- - - Revenues of $1.3 billion, a 22.6 percent increase compared
with last year.
- - - EBITDA of $286 million, an 18.7 increase from last year.
Revenues and EBITDA growth are not adjusted for the effects of the
sale of paging assets, and the purchase of the Atlanta cable
properties.
In domestic content and directory publishing, U S WEST Direct
reported revenues of $253.9 million, a 6.6 percent increase from
last year. EBITDA was $129.5 million, an 8.8 percent increase from
second quarter last year.
In wireless communications markets, the Media Group continues to
increase its combined domestic and international customer base.
- - - Domestically, U S WEST Cellular added 117,000 customers
during the quarter bringing its subscriber base to 1.16
million customers, a 58 percent increase from second quarter
last year. EBITDA was $71.6 million, a 51.7 percent
increase from last year. EBITDA margin was 34.6 percent.
- - - Subscribers to international wireless joint ventures
increased during the quarter to 508,900, nearly three times
the customer base a year ago. U S WEST operates wireless
joint ventures in the United Kingdom, Hungary, the Czech
Republic, Slovakia and Russia.
In domestic cable-TV markets, U S WEST reaches nearly 10 million
subscribers through its alliance with Time Warner Entertainment
(TWE) and its Atlanta properties.
- - - Subscribers served by the Atlanta operation increased 7.6
percent compared with June, 1994. This is nearly double the
industry growth rate. Earlier this month, U S WEST filed
for regulatory approval to provide telephone service across
this network.
- - - Excluding subscribers added through acquisitions, customers
served by the TWE partnership increased 6 percent compared
to second quarter 1994.
In international cable-TV markets, U S WEST increased its
international customer base for all ventures by nearly 14 percent.
<PAGE>
- - - Since June 1994, TeleWest Communications - a combined
cable-TV and telephone venture in the United Kingdom -
increased cable subscribers 48 percent to 255,000.
In the same period, it increased the number of telephone
lines served by 118 percent to 217,000. All numbers reflect
TeleWest's proportionate ownership in various franchises.
U S WEST Media Group operates cable and wireless networks, directory
publishing, and interactive media services worldwide.
# # #
<PAGE>
EXHIBIT 99B.1
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
Quarter Ended Six Months Ended
In millions, except June 30, % June 30, %
per share amounts 1995 1994 Change 1995 1994 Change
- - ------------------------------ ------- -------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SALES & OTHER REVENUES $2,894 $2,708 6.9 $5,722 $5,349 7.0
EXPENSES
Employee-related 997 943 5.7 1,975 1,854 6.5
Other operating 559 518 7.9 1,069 995 7.4
Taxes other than
income taxes 113 105 7.6 227 213 6.6
Depreciation & amort. 562 507 10.8 1,122 1,010 11.1
Interest expense 139 110 26.4 267 219 21.9
Equity losses in
unconsol. ventures 33 22 50.0 90 57 57.9
Gains on asset sales:
Rural tele. exchanges 15 24 (37.5) 78 48 62.5
Paging assets - 68 - - 68 -
Other income - net 8 14 (42.9) 2 14 (85.7)
---------------- ----------------
Income before income 514 609 (15.6) 1,052 1,131 (7.0)
taxes
Income taxes 196 234 (16.2) 404 432 (6.5)
---------------- ----------------
NET INCOME 318 375 (15.2) 648 699 (7.3)
Preferred dividends 1 - - 2 - -
---------------- ----------------
EARNINGS AVAILABLE FOR $ 317 $ 375 (15.5) $ 646 $ 699 (7.6)
COMMON STOCK ================ ================
Average common shares 470.4 453.6 3.7 469.5 449.0 4.6
outstanding ================ ================
EARNINGS PER COMMON $0.67 $0.83 (19.3) $1.37 $1.56 (12.2)
SHARE ================ ================
<FN>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA U S WEST, Inc.
(UNAUDITED)
<CAPTION>
Dollars in Quarter Ended Six Months Ended
millions, except per June 30, % June 30, %
share amounts 1995 1994 Change 1995 1994 Change
- - ----------------------------- ------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
EBITDA (#1)<F1> $1,225 $1,142 7.3 $2,451 $2,287 7.2
EBITDA margin 42.3% 42.2% - 42.8% 42.8% -
Capital
expenditures $ 744 $ 627 18.7 $1,365 $1,227 11.2
Return on common
equity 16.6% 22.9% - 17.0% 22.1% -
Debt-to-capital
ratio (#2)<F2> 53.9% 51.8%#<F3) - 53.9% 51.8%# -
Dividends per common
share $0.535 $0.535 - $1.07 $1.07 -
Common shares
outstanding
(millions) 470.7 454.3 3.6 470.7 454.3 3.6
Employees (#3)<F4> 61,448 61,320 0.2 61,448 61,320 0.2
<FN>
<F1>
# As of December 31, 1994
<F2>
# 1: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA also excludes gains on sales of assets
and equity losses.
<F3>
# 2: Ratio excludes preferred stock. 1995 and 1994 Ratios,
including the debt included in the net investment in assets
held for sale, are 56.5% and 55.5%, respectively.
<F4>
# 3: 1995 Includes 903 additional employees due to the
December 1994 acquisition of the Atlanta cable properties.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.3
<TABLE>
CONSOLIDATED BALANCE SHEETS U S WEST, Inc.
(UNAUDITED)
<CAPTION>
June 30, December 31,
In millions 1995 1994
- - --------------------------------------- ----------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 87 $ 209
Accounts and notes receivable 1,824 1,693
Inventories and supplies 212 189
Deferred tax asset 348 352
Prepaid and other 341 323
----------------------
Total current assets 2,812 2,766
----------------------
Property, plant and equipment - net 14,089 13,997
Investment in Time Warner Entertainment 2,510 2,522
Intangible assets - net 1,872 1,858
Investment in international ventures 1,131 881
Net investment in assets held for sale 422 302
Other assets 1,357 878
----------------------
Total assets $24,193 $23,204
======================
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt $ 4,364 $ 2,837
Accounts payable 771 944
Employee compensation 335 367
Dividends payable 252 251
Current portion of restructuring charges 354 337
Other 1,455 1,278
----------------------
Total current liabilities 7,531 6,014
----------------------
Long-term debt 4,626 5,101
Postretirement and other postemployment
benefit obligations 2,315 2,502
Deferred taxes, credits and other 1,991 2,154
Preferred stock subject to 51 51
mandatory redemption
Common shareowners' equity:
Common shares 8,123 8,056
Cumulative deficit (282) (458)
LESOP guarantee (157) (187)
Foreign currency translation adjustments (5) (29)
----------------------
Total common shareowners' equity 7,679 7,382
----------------------
Total liabilities and shareowners'
equity $24,193 $23,204
======================
</TABLE>
<PAGE>
EXHBIT 99B.4
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
In millions 1995 1994
- - ---------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 648 $ 699
Adjustments to net income:
Depreciation and amortization 1,122 1,010
Postretirement medical and life costs,
net of cash fundings (144) (48)
Gains on sales of assets:
Rural telephone exchanges (78) (48)
Paging assets - (68)
Equity losses in unconsolidated ventures 90 57
Deferred income taxes and amortization
of investment tax credits 63 90
Changes in operating assets and liabilities:
Restructuring payments (182) (63)
Accounts and notes receivable (127) (53)
Inventories, supplies and other (68) (101)
Accounts payable and accrued liabilities 39 7
Other - net 66 56
- - ---------------------------------------------------------------------
Cash provided by operating activities 1,429 1,538
- - ---------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (1,265) (1,282)
Investment in international ventures (291) (151)
Proceeds from disposals of property, plant
and equipment 112 47
Cash (to) from net investment in assets held
for sale (37) -
Other - net (281) (90)
- - ---------------------------------------------------------------------
Cash (used) for investing activities (1,762) (1,476)
- - ---------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from short-term debt 1,103 212
Proceeds from issuance of long-term debt - 251
Repayments of long-term debt (390) (327)
Dividends paid on common stock (462) (440)
Proceeds from issuance of common stock 23 295
Purchase of treasury stock (63) -
- - ---------------------------------------------------------------------
Cash provided by (used for) financing activities 211 (9)
- - ---------------------------------------------------------------------
Cash (used for) provided by continuing operations (122) 53
- - ---------------------------------------------------------------------
Cash from discontinued operations - 48
- - ---------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
(Decrease) Increase (122) 101
Beginning balance 209 128
- - ---------------------------------------------------------------------
Ending balance $ 87 $ 229
=============================================================================
<FN>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.5
<TABLE>
COMBINED STATEMENTS OF INCOME U S WEST COMMUNICATIONS Group
(UNAUDITED)
<CAPTION>
Quarter Ended Six Months Ended
In millions, except June 30, % June 30, %
per share amounts 1995 1994 Change 1995 1994 Change
- - ------------------------------ ------- -------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Local service $ 1,076 $ 1,016 5.9 $ 2,126 $ 2,001 6.2
Interstate access 591 556 6.3 1,180 1,118 5.5
Intrastate access 184 179 2.8 372 353 5.4
Long-distance network 294 345 (14.8) 593 696 (14.8)
Other services 193 185 4.3 385 366 5.2
---------------- ----------------
Total operating revenue 2,338 2,281 2.5 4,656 4,534 2.7
---------------- ----------------
OPERATING EXPENSES
Employee-related 831 805 3.2 1,644 1,583 3.9
Other operating 346 371 (6.7) 695 734 (5.3)
Taxes other than
income taxes 105 100 5.0 211 199 6.0
Depreciation & amort. 502 474 5.9 1,001 944 6.0
---------------- ----------------
Total operating 1,784 1,750 1.9 3,551 3,460 2.6
expenses ---------------- ----------------
Income from operations 554 531 4.3 1,105 1,074 2.9
Interest expense 106 93 14.0 207 183 13.1
Gain on sales of rural
telephone exchanges 15 24 (37.5) 78 48 62.5
Other expense - net 3 6 (50.0) 16 16 -
---------------- ----------------
Income before income 460 456 0.9 960 923 4.0
taxes
Income taxes 167 167 - 352 339 3.8
---------------- ----------------
NET INCOME $ 293 $ 289 1.4 $ 608 $ 584 4.1
================ ================
Pro forma average 470.4 453.6 3.7 469.5 449.0 4.6
shares outstanding ================ ================
Pro forma earnings $ 0.62 $ 0.64 (3.1) $ 1.29 $ 1.30 (0.8)
per share ================ ================
<FN>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.6
<TABLE>
SELECTED COMBINED GROUP DATA U S WEST COMMUNICATIONS Group
(UNAUDITED)
<CAPTION>
Dollars in Quarter Ended Six Months Ended
millions, except June 30, % June 30, %
per share amounts 1995 1994 Change 1995 1994 Change
- - ---------------------------- ------- ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
EBITDA (#1)<F1> $1,056 $1,005 5.1 $2,106 $2,018 4.4
EBITDA margin 45.2% 44.1% - 45.2% 44.5% -
Capital
expenditures $ 648 $ 564 14.9 $1,193 $1,118 6.7
Return on equity 36.8% 40.2% - 38.2% 40.6% -
Debt-to-capital
ratio 67.6% 65.8%#<F2> 67.6% 65.8%# -
Employees:
Communications Grp 51,169 52,937 (3.3) 51,169 52,937 (3.3)
Telephone
operations only 48,143 49,252 (2.3) 48,143 49,252 (2.3)
Pro forma dividends
per share $ 0.535 $ 0.535 - $1.07 $1.07 -
Access lines
(thousands) (#2)<F3>:
Business 4,176 3,961 5.4 4,176 3,961 5.4
Consumer 10,342 10,048 2.9 10,342 10,048 2.9
Total access lines 14,518 14,009 3.6 14,518 14,009 3.6
Billed access minutes
of use (millions):
Interstate 11,880 10,887 9.1 23,474 21,507 9.1
Intrastate 2,339 2,112 10.7 4,584 4,123 11.2
Total minutes of
use 14,219 12,999 9.4 28,058 25,630 9.5
<FN>
<F1>
# As of December 31, 1994
<F2>
# 1: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA also excludes gains on sales of assets.
<F3>
# 2: Access line growth excluding rural exchange sales was 4.2%.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.7
<TABLE>
COMBINED STATEMENTS OF INCOME U S WEST COMMUNICATIONS Group
(UNAUDITED)
<CAPTION>
Quarter Ended Six Months Ended
In millions, except June 30, % June 30, %
per share amounts 1995 1994 Change 1995 1994 Change
- - ------------------------------ ------- -------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Local service $ 1,076 $ 1,016 5.9 $ 2,126 $ 2,001 6.2
Interstate access 591 556 6.3 1,180 1,118 5.5
Intrastate access 184 179 2.8 372 353 5.4
Long-distance network 294 345 (14.8) 593 696 (14.8)
Other services 193 185 4.3 385 366 5.2
---------------- ----------------
Total operating revenue 2,338 2,281 2.5 4,656 4,534 2.7
---------------- ----------------
OPERATING EXPENSES
Employee-related 831 805 3.2 1,644 1,583 3.9
Other operating 346 371 (6.7) 695 734 (5.3)
Taxes other than
income taxes 105 100 5.0 211 199 6.0
Depreciation & amort. 502 474 5.9 1,001 944 6.0
---------------- ----------------
Total operating 1,784 1,750 1.9 3,551 3,460 2.6
expenses ---------------- ----------------
Income from operations 554 531 4.3 1,105 1,074 2.9
Interest expense 106 93 14.0 207 183 13.1
Gain on sales of rural
telephone exchanges 15 24 (37.5) 78 48 62.5
Other expense - net 3 6 (50.0) 16 16 -
---------------- ----------------
Income before income 460 456 0.9 960 923 4.0
taxes
Income taxes 167 167 - 352 339 3.8
---------------- ----------------
NET INCOME $ 293 $ 289 1.4 $ 608 $ 584 4.1
================ ================
Pro forma average 470.4 453.6 3.7 469.5 449.0 4.6
shares outstanding ================ ================
Pro forma earnings $ 0.62 $ 0.64 (3.1) $ 1.29 $ 1.30 (0.8)
per share ================ ================
<FN>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.8
<TABLE>
SELECTED COMBINED GROUP DATA U S WEST MEDIA Group
(UNAUDITED)
<CAPTION>
Quarter Ended Six Months Ended
Dollars in June 30, % June 30, %
millions 1995 1994 Change 1995 1994 Change
- - ----------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
CABLE AND TELECOMMUNICATIONS (#1)<F1>
(Wholly Owned Subsidiary)
Basic subscribers 509,000 473,000 7.6 509,000 473,000 7.6
served
Homes passed 832,000 798,000 4.3 832,000 798,000 4.3
Basic penetration 61.2% 59.3% - 61.2% 59.3% -
WIRELESS COMMUNICATIONS
(Wholly Owned Subsidiary)
Service revenue $207.2 $151.8 36.5 $392.7 $285.8 37.4
Equipment revenue $ 20.7 $ 29.2 (29.1) $ 37.4 $ 51.0 (26.7)
EBITDA (#2)<F2> $ 71.6 $ 47.2 51.7 $132.6 $ 80.7 64.3
EBITDA margin 34.6% 31.1% - 33.8% 28.2% -
Cellular subscribers
(consolidated) 1,165,000 738,000 57.9 1,165,000 738,000 57.9
Total POPs (managed)
(millions) 18.7 18.0 3.9 18.7 18.0 3.9
MULTIMEDIA CONTENT & SERVICES
(Domestic Directory Publishing)
Revenues $253.9 $238.1 6.6 $503.5 $470.4 7.0
EBITDA $129.5 $119.0 8.8 $256.2 $234.6 9.2
Net income $ 76.0 $ 69.6 9.2 $149.8 $137.4 9.0
<FN>
<F1>
# 1: U S WEST acquired the Atlanta cable properties on
December 6, 1994. The 1994 data is presented for comparative
purposes only.
<F2>
# 2: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA also excludes gains on sales of
assets and equity losses.
Note: Certain reclassifications have been made to conform
to the current year presentation.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99B.9
<TABLE>
U S WEST Media Group -- Selected Proportionate Financial Data(1)<F1>
<CAPTION>
Cable and Media Content
Financial Data Telecomm. Wireless and Services Total
(millions): Dom.(2)<F2> Int'l Dom. Int'l Dom. Int'l
<S> <C> <C> <C> <C> <C> <C> <C>
QTR Ended
June 30, 1995
Revenues $ 670 $32 $193 $ 74 $264 $30 $1,263
Operating exp. (520 (44) (133) (87) (163) (30) (977)
Depr. & amort. (106) (9) (26) (13) (6) (2) (162)
Operating
income/(loss) 44 (21) 34 (26) 95 (2) 124
Net income
(loss) (16) (2) 19 (32) 57 (1) 25
QTR Ended
June 30, 1994(3)<F3>
Revenues $ 528 $25 $181 $ 39 $246 $11 $1,030
Operating exp. (414) (35) (131) (56) (141) (12) (789)
Depr. & amort. (79) (8) (23) (9) (6) (1) (126)
Operating
income/(loss) 35 (18) 27 (26) 99 (2) 115
Net income
(loss) (9) (10) 52 (14) 68 (1) 86
YTD June 30, 1995
Revenues $1,251 $56 $361 $134 $524 $44 $2,370
Operating exp. (973) (79) (249) (159) (313) (48) (1,821)
Depr. & amort. (201) (19) (50) (22) (13) (5) (310)
Operating
income/(loss) 77 (42) 62 (47) 198 (9) 239
Net income (loss) (32) (13) 31 (60) 119 (5) 40
YTD June 30, 1994(3)<F3>
Revenues $1,023 $43 $313 $ 69 $490 $11 $1,949
Operating exp. (803) (63) (236) (92) (280) (13) (1,487)
Depr. & amort. (151) (15) (41) (17) (12) (1) (237)
Operating
income/(loss) 69 (35) 36 (40) 198 (3) 225
Net income
(loss) (14) (18) 54 (35) 130 (2) 115
YTD June 30, 1995
EBITDA (millions)
2nd Qtr $ 150 $(12) $ 60 $ (13) $101 $ - $ 286
Six Months $ 278 $(23) $112 $ (25) $211 $ (4) $ 549
Subscribers/
Customers 2,887 237 988 241 _ _ 4,353
Advertisers
Homes passed 4,550 646 - - - - 5,196
POPs - - 18,900 38,300 57,200
Telephone lines - 93 - - - - 93
YTD June 30, 1994(3)<F3>
EBITDA (millions)
2nd Qtr $ 114 $(10) $ 50 $ (17) $105 $ (1) $241
Six Months $ 220 $(20) $ 77 $ (23) $210 $ (2) $462
Subscribers/
Customers 1,853 225 624 90 - - 2,792
Advertisers - - - - 464 120 584
Homes passed 3,092 588 - - - - 3,680
POPs - - 18,500 38,300 - - 56,800
Telephone lines - 58 - - - - 58
<FN>
<F1>
(1) Proportionate data reflects the Media Group's relative ownership
interest in revenues and EBITDA for both its consolidated and equity
method entities. Proportionate data is not required by GAAP or
intended to replace the Combined Financial Statements prepared in
accordance with GAAP.
<F2>
(2) Includes the Media Group's 25.51 percent pro-rata priority and
residual equity interests in reported TWE results.
<F3>
(3) Results do not include the Atlanta cable properties which
U S WEST Inc. acquired in December 1994. Results include the
paging operation which was sold in the 2nd quarter. Paging
revenue, EBITDA
and net income for the quarter was $14, $5 and $42 and for the six
months was $28, $11 and $44.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000732718
<NAME> U S WEST, INC.
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> JUN-30-1995 JUN-30-1995
<CASH> 87 87
<SECURITIES> 0 0
<RECEIVABLES> 1,824 1,824
<ALLOWANCES> 0 0
<INVENTORY> 212 212
<CURRENT-ASSETS> 2,812 2,812
<PP&E> 31,733 31,733
<DEPRECIATION> 17,644 17,644
<TOTAL-ASSETS> 24,193 24,193
<CURRENT-LIABILITIES> 7,531 7,531
<BONDS> 4,626 4,626
<COMMON> 8,123 8,123
51 51
0 0
<OTHER-SE> (444) (444)
<TOTAL-LIABILITY-AND-EQUITY> 24,193 24,193
<SALES> 2,894 5,722
<TOTAL-REVENUES> 2,894 5,722
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 2,231 4,393
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 139 267
<INCOME-PRETAX> 514 1,052
<INCOME-TAX> 196 404
<INCOME-CONTINUING> 318 648
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 318 648
<EPS-PRIMARY> .67 1.37
<EPS-DILUTED> .67 1.37
</TABLE>
