<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: January 19, 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> 2
<TABLE>
<CAPTION>
Item 7. Exhibits
<S> <C>
27 Financial Data Schedule
99A Press Release issued January 18, 1995 concerning
the fourth-quarter earnings results of U S WEST,
Inc. (the "Company").
99B.1 Unaudited Consolidated Statements of Income of the
Company for quarters ended December 31, 1993 and
December 31, 1994, filed in connection with the
Press Release dated January 18, 1995.
99B.2 Unaudited Selected Consolidated Data of the Company
for quarters ended December 31, 1993 and
December 31, 1994, filed in connection with the
Press Release dated January 18, 1995.
99B.3 Unaudited Consolidated Statements of Income of the
Company for years ended December 31, 1993 and
December 31, 1994, filed in connection with the
Press Release dated January 18, 1995.
99B.4 Unaudited Selected Consolidated Data of the Company
for years ended December 31, 1993 and
December 31, 1994, filed in connection with the
Press Release dated January 18, 1995.
99B.5 Unaudited Consolidated Balance Sheets of the Company
filed in connection with the Press Release dated
January 18, 1995.
99B.6 Unaudited Consolidated Statements of Cash Flows of
the Company for years ended December 31, 1993
and December 31, 1994, filed in connection with the
Press Released dated January 18, 1995.
<PAGE> 3
99B.7 Unaudited Statements of Income of the Company for
quarters ended December 31, 1993 and December 31,
1994, filed in connection with the Press Release
dated January 18, 1995.
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 January 18, 1995.
</TABLE>
<PAGE> 4
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: January 19, 1995
<PAGE> 1
EXHIBIT 99A
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
303 793-6500
Contact: Blair Johnson, 303-793-6296
Release Date: January 18, 1995
U S WEST REPORTS INCREASED 1994 EARNINGS AND REVENUE,
RECORD GROWTH IN TELEPHONE LINES, CELLULAR SUBSCRIBERS
ENGLEWOOD, Colo. -- U S WEST (NYSE: USW) today reported increased
1994 revenue and earnings and record growth in telephone access
lines and cellular subscribers.
1994 results include the following:
- Revenue of $10.95 billion, an increase of
$659 million, or 6.4 percent, compared with $10.29 billion
in 1993.
- Net income of $1.43 billion, or $3.14 per share.
These figures include one-time gains of $197 million from the sale
of certain assets. Excluding one-time items, 1994 net income was
$1.23 billion, up 7.8 percent from $1.14 billion in 1993 on a
comparable basis.*
- Earnings per share of $2.71, excluding one-time items,
compared with earnings per share of $2.72 in 1993 on the same
basis.* The 1994 earnings per share reflects an increase in
average outstanding shares of 34 million.
- EBITDA - Strong volume growth resulted in a 7.8 percent
increase in the company's earnings before interest, taxes,
depreciation and amortization, or EBITDA.
"I'm pleased with our 1994 financial results, especially the solid
revenue and earnings growth in our 14-state telecommunications
business," said Richard McCormick, U S WEST chairman and CEO.
"And I'm encouraged that our concerted efforts to correct last
summer's service-installation delays are paying off," McCormick
said. "We're continuing to streamline that critical part of our
business so customers can get what they want, when they want it --
with a single phone call.
- more -
<PAGE> 2
"We're also seeing strong customer and sales growth in our
developing operations around the world," McCormick said. "These
new businesses are creating shareowner value too. The successful
equity offering at TeleWest, our cable-telephone business in the
U.K., valued our share of the venture at $1.1 billion -- almost
three times our investment."
1994 was a successful year strategically as well.
"We took several steps to continue preparing U S WEST to compete in
a new environment," McCormick said. "To reach more customers, we
formed a partnership with AirTouch and alliances with Bell Atlantic
and NYNEX to offer new wireless phone services; bought major
cable-TV systems in Atlanta; and began testing two-way, multimedia
services in Omaha."
Core Telecommunications Business
U S WEST Communications (USWC), the company's core telecommuni-
cations business, reported strong 1994 earnings growth:
- Net income for USWC in 1994 was $1.12 billion, up
9.9 percent from the $1.02 billion last year -- excluding one-time
items.**
- Revenue reached $9.0 billion, a 4.0-percent increase from
$8.66 billion in 1993.
- Access lines - The number of telephone access lines USWC
served in 1994 increased by a record 553,000, or 4.0 percent, from
1993 -- excluding the effects of the sale of 60,000 lines in rural
telephone exchanges. Minutes of use, an indicator of long-distance
calling volumes, grew by 8.6 percent in the same period.
Developing Businesses
U S WEST's developing businesses, including its investments in
domestic and international wired and wireless networks, and its
other international ventures, also showed progress.
In wireless communications markets, U S WEST increased its combined
domestic and international customer base -- for all ventures -- by
about 600,000 to more than 1.3 million customers.
- Domestically, U S WEST Cellular added a record 367,000
subscribers, a 61-percent increase from the 601,000 at the end of
1993, for a total customer base of 968,000.
- more -
<PAGE> 3
- By merging its domestic cellular assets with AirTouch
Communications and forming operating alliances with Bell Atlantic
and NYNEX, U S WEST will participate in a business serving an area
with a population of 100 million.
- Subscribers to U S WEST's international wireless joint
ventures increased in 1994 to 367,000 -- almost three 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 and plans to offer digital cellular service
in Malaysia in 1995.
- Mercury One-2-One, a mobile telephone joint venture with
Cable & Wireless in the U.K., continues to exceed customer growth
expectations. Since expanding coverage to the West Midlands region
in October, One-2-One service reaches 30 percent of the U.K.
population, including Birmingham, the country's second largest city.
In cable television markets, U S WEST increased its combined
domestic and international customer base -- for all ventures --
by about 830,000 to roughly 9 million customers.
- Domestically, U S WEST added 486,000 customers by
acquiring two Atlanta-area cable-TV systems in 1994. Including
U S WEST's alliance with Time Warner Entertainment, the Atlanta
properties expanded the reach of U S WEST and its partners to about
8 million domestic subscribers.
- In 1994, TeleWest Communications, a combined
cable-television and telephone venture in the U.K. with
Tele-Communications Inc. (TCI), increased its base of cable-TV
subscribers -- for all ventures -- by nearly 42 percent, to 320,000.
In the same period, TeleWest increased the number of telephone
lines it serves by almost 94 percent, to 271,000.
Fourth-quarter 1994 results:
- Revenue was $2.84 billion -- up 6.5 percent from the same
period in 1993.
- Net income was $409 million, or $0.89 per share.
Excluding one-time items, 1994 fourth-quarter net income was
$284 million, up 7.6 percent compared with $264 million in 1993.
Fourth-quarter 1994 earnings per share, excluding one-time items,
were $0.62, the same as in 1993.***
- more -
<PAGE> 4
U S WEST is in the connections business, helping customers share
information, entertainment and communications services in local
markets worldwide.
# # #
Footnotes
* One-time items in 1994 include the following gains:
$41 million, or $.09 per share, from the sale of U S WEST's paging
operations; $51 million, or $.11 per share, from the sale of certain
rural telephone exchanges; and $105 million, or $.23 per share, from
an initial public offering by TeleWest Communications, a cable-TV
and telephone joint venture with Tele-Communications, Inc., in the
United Kingdom.
One-time items in 1993 include:
1) An extraordinary charge totaling $3.12 billion, or $7.45
per share, for a technical accounting change -- from rules designed
for regulated utilities to those designed for competitive companies;
2) An extraordinary charge of $77 million, or $.18 per
share, for the early extinguishment of debt at U S WEST
Communications;
3) A charge of $82 million, or $.19 per share, related to
discontinued operations;
4) A restructuring charge of $610 million, or $1.46 per
share; and
5) An income tax rate change of $54 million, or $.13 per
share.
These one-time charges resulted in a 1993 reported net loss of
$2.81 billion, or $6.69 per share.
** In addition to charges related to the technical accounting change
(for $3.04 billion at USWC), early extinguishment of debt and the
income tax rate change, USWC recorded an after-tax restructuring
charge in 1993 of $534 million.
*** One-time items in fourth-quarter 1994 include gains of:
$105 million, or $.23 per share, from the partial sale of TeleWest;
and $20 million, or $.04 per share, for the sale of certain rural
telephone exchanges.
# # #
<PAGE> 1
EXHIBIT 99B.1
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
Dollars in millions, December 31, %
except per share amounts 1994 1993 Change
- - ---------------------------------- -------- -------- ------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $2,839 $2,666 6.5
EXPENSES
Employee-related costs 957 919 4.1
Other operating expenses 676 584 15.8
Taxes other than income taxes 90 100 (10.0)
Depreciation and amortization 533 490 8.8
Interest expense 119 125 (4.8)
Equity losses in unconsolidated
ventures 38 51 (25.5)
Gains on sales of assets:
Partial sale of joint venture
interest (TeleWest
Communications) 164 - -
Rural telephone exchanges 34 - -
Other income (expense) - net 14 (3) -
--------- --------- ------
Income before income taxes 638 394 61.9
Provision for income taxes 229 130 76.2
--------- --------- ------
NET INCOME $409 $264 54.9
========= ========= ======
Average common shares
outstanding 460,079 429,196 7.2
(thousands) ========= ========= ======
EARNINGS PER COMMON SHARE $0.89 $0.62 43.5
========= ========= ======
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, December 31, %
except per share amounts 1994 1993 Change
- - ---------------------------------------------------------- ----------
<S>
U S WEST, Inc. SELECTED STATISTICS <C> <C> <C>
EBITDA (Note 1) $1,116 $1,063 5.0
EBITDA margin 39.3% 39.9% -
Capital expenditures $862 $880 (2.0)
Return on common equity 23.4% 19.9% -
Debt-to-capital ratio (Note 2) 51.8% 55.1% -
Dividends per common share $0.535 $0.535 -
Common shares outstanding (thousands) 469,343 441,140 6.4
Employees (Note 3) 61,505 60,778 1.2
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 4,079 3,899 4.6
Consumer 10,257 9,944 3.1
Total access lines (Note 4) 14,336 13,843 3.6
Billed access minutes of use
(millions):
Interstate 11,331 10,492 8.0
Intrastate 2,225 1,978 12.5
Total access minutes of use 13,556 12,470 8.7
EBITDA (Note 1) $1,009 $956 5.5
EBITDA margin 44.4% 43.1% -
Debt-to-capital ratio 60.9% 63.0% -
Capital expenditures $712 $780 (8.7)
Employees 47,493 49,668 (4.4)
<FN>
<F1>
Note 1: Earnings before interest, taxes, depreciation, amortization,
and other. EBITDA also excludes gains on sales of assets and equity
losses.
<F2>
Note 2: 1994 Ratio excludes preferred stock. 1994 and 1993 Ratios
including discontinued operations are 55.5% and 59.7%, respectively.
<F3>
Note 3: 1994 Includes 797 additional employees due to the U.K. Thomson
Directories acquisition, 903 due to the December 1994 acquisition of
the Atlanta cable properties and 360 fewer employees due to the sale of
Paging operations.
<F4>
Note 4: Access line growth, excluding 1994 rural exchange
sales of 60,000 lines, was 4.0%.
</FN>
</TABLE>
<PAGE> 2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, December 31, %
except per share amounts 1994 1993 Change
- - ---------------------------------------------------------- ----------
<S> <C> <C> <C>
DOMESTIC CELLULAR DATA
Service revenue $178.7 $124.3 43.8
Equipment revenue $38.8 $24.0 61.7
Cellular service operating
cash flow (EBITDA) $43.4 $39.8 9.0
Cellular service operating
cash flow margin 24.3% 32.0% -
Cellular subscribers (consolidated) 968,000 601,000 61.1
Cellular subscribers (proportionate) 817,000 509,000 60.5
Total adjusted POPs (millions) 18.0 17.6 2.3
CABLE TELEVISION DATA (Note 5)
(Wholly Owned Subsidiary)
Basic subscribers served 486,000 448,000 8.5
Pay units 275,000 268,000 2.6
Homes passed 814,000 783,000 4.0
Basic penetration 59.7% 57.2% -
<FN>
<F1>
Note 5: U S WEST acquired the Atlanta cable TV properties on
December 6, 1994. The 1993 data is presented for comparative
purposes only.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 99B.3
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Year Ended
Dollars in millions, December 31, %
except per share amounts 1994 1993 Change
- - -------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $10,953 $10,294 6.4
EXPENSES
Employee-related costs 3,779 3,584 5.4
Other operating expenses 2,203 2,065 6.7
Taxes other than income taxes 412 417 (1.2)
Restructuring charge - 1,000 -
Depreciation and amortization 2,052 1,955 5.0
Interest expense 442 439 0.7
Equity losses in unconsolidated
ventures 121 74 63.5
Gains on sales of assets:
Partial sale of joint venture
interest (TeleWest
Communications) 164 - -
Paging assets 68 - -
Rural telephone exchanges 82 - -
Other income (expense) - net 25 (15) -
---------- ---------- ----------
Income from continuing operations
before income taxes 2,283 745 -
Provision for income taxes 857 269 -
---------- ---------- ----------
Income from continuing
operations 1,426 476 -
Discontinued operations - net - (82) -
Extraordinary items:
Discontinuance of SFAS No. 71,
net of tax - (3,123) -
Early extinguishment of debt,
net of tax - (77) -
---------- ---------- ----------
NET INCOME (LOSS) $1,426 ($2,806) -
========== ========== ==========
Average common shares
outstanding (thousands) 453,316 419,365 8.1
========== ========== ==========
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE> 2
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Year Ended
December 31, %
1994 1993 Change
- - -------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Earnings (loss) per common share:
Continuing operations $3.14 $1.13 -
Discontinued operations - net - (0.19) -
Extraordinary items:
Discontinuance of SFAS No. 71 - (7.45) -
Early extinguishment of debt - (0.18) -
---------- ---------- ----------
EARNINGS (LOSS) PER COMMON SHARE $3.14 ($6.69) -
========== ========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 99B.4
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Year Ended
Dollars in millions, December 31, %
except per share amounts 1994 1993 Change
- - --------------------------------------------------------- ----------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA (Note 1) $4,559 $4,228 7.8
EBITDA margin 41.6% 41.1% -
Capital expenditures $2,820 $2,441 15.5
Return on common equity 21.6% * -
Debt-to-capital ratio (Note 2) 51.8% 55.1% -
Dividends per common share $2.14 $2.14 -
Common shares outstanding
(thousands) 469,343 441,140 6.4
Employees (Note 3) 61,505 60,778 1.2
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 4,079 3,899 4.6
Consumer 10,257 9,944 3.1
Total access lines (Note 4) 14,336 13,843 3.6
Billed access minutes of use
(millions):
Interstate 43,768 40,594 7.8
Intrastate 8,507 7,529 13.0
Total access minutes of use 52,275 48,123 8.6
EBITDA (Note 1) $4,037 $3,760 7.4
EBITDA margin 44.9% 43.4% -
Debt-to-capital ratio 60.9% 63.0% -
Capital expenditures $2,454 $2,182 12.5
Employees 47,493 49,668 (4.4)
<FN>
<F1>
* See fourth quarter
<F2>
Note 1: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA also excludes gains on sales of assets and
equity losses. EBITDA for 1993 excludes restructuring charges of $1,000
and $880 for U S WEST, Inc. and the telephone company, respectively.
<F3>
Note 2: 1994 Ratio excludes preferred stock. 1994 and 1993 Ratios
including discontinued operations are 55.5% and 59.7%, respectively.
<F4>
Note 3: 1994 Includes 797 additional employees due to the U.K. Thomson
Directories acquisition, 903 due to the December 1994 acquisition of
the Atlanta cable properties and 360 fewer employees due to the sale of
Paging operations.
<F5>
Note 4: Access line growth, excluding 1994 rural exchange
sales of 60,000 lines, was 4.0%.
</FN>
</TABLE>
<PAGE> 2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Year Ended
Dollars in millions, December 31, %
except per share amounts 1994 1993 Change
- - --------------------------------------------------------- ----------
<S> <C> <C> <C>
DOMESTIC CELLULAR DATA
Service revenue $632.7 $442.9 42.9
Equipment revenue $119.6 $63.5 88.3
Cellular service operating
cash flow (EBITDA) $182.3 $124.8 46.1
Cellular service operating
cash flow margin 28.8% 28.2% -
Cellular subscribers
(consolidated) 968,000 601,000 61.1
Cellular subscribers
(proportionate) 817,000 509,000 60.5
Total adjusted POPs (millions) 18.0 17.6 2.3
CABLE TELEVISION DATA (Note 5)
(Wholly Owned Subsidiary)
Basic subscribers served 486,000 448,000 8.5
Pay units 275,000 268,000 2.6
Homes passed 814,000 783,000 4.0
Basic penetration 59.7% 57.2% -
<FN>
<F1>
Note 5: U S WEST acquired the Atlanta cable TV properties on
December 6, 1994. The 1993 data is presented for comparative
purposes only.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 99B.5
<TABLE>
CONSOLIDATED BALANCE SHEETS (UNAUDITED) U S WEST, Inc.
<CAPTION>
December 31,
In millions 1994 1993
- - --------------------------------------- --------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $209 $128
Accounts and notes receivable 1,693 1,570
Inventories and supplies 189 193
Deferred tax asset 352 336
Prepaid and other 323 273
--------------------------
Total current assets 2,766 2,500
--------------------------
Property, plant and equipment - net 13,997 13,232
Investment in Time Warner Entertainment 2,522 2,552
Intangible assets - net 1,858 514
Net investment in international ventures 881 477
Net assets of discontinued operations 302 554
Other assets 878 851
--------------------------
Total assets $23,204 $20,680
==========================
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt $2,837 $1,776
Accounts payable 944 977
Employee compensation 367 386
Dividends payable 251 236
Current portion of restructuring charges 337 456
Other 1,278 1,150
--------------------------
Total current liabilities 6,014 4,981
--------------------------
Long-term debt 5,101 5,423
Postretirement and other postemployment
benefit obligations 2,502 2,699
Deferred taxes, credits and other 2,154 1,716
Preferred stock subject to mandatory
redemption 51 -
Common shareowners' equity:
Common shares 8,056 6,996
Accumulated deficit (458) (857)
LESOP guarantee (187) (243)
Foreign currency translation adjustments (29) (35)
--------------------------
Total common shareowners' equity 7,382 5,861
--------------------------
Total liabilities and $23,204 $20,680
shareowners' equity ==========================
</TABLE>
<PAGE> 1
EXHIBIT 99B.6
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Year Ended
December 31,
In millions 1994 1993
- - --------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $1,426 ($2,806)
Adjustments to net income:
Discontinuance of SFAS No. 71 - 3,123
Restructuring charge - 1,000
Depreciation and amortization 2,052 1,955
Gains on sales of assets:
Partial sale of joint venture interest (164) -
Paging assets (68) -
Rural exchange sales (82) -
Equity losses of unconsolidated ventures 121 74
Discontinued operations - 82
Deferred income taxes and amortization
of investment tax credits 373 (225)
Changes in operating assets and liabilities:
Restructuring payments (289) (120)
Funding of postretirement benefit obligation (110) (255)
Accounts and notes receivable (104) (90)
Inventories, supplies and other (81) (56)
Accounts payable and accrued liabilities (10) 238
Other - net 177 302
- - --------------------------------------------------------------------
Cash provided by operating activities 3,241 3,222
- - --------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (2,597) (2,449)
Investment in Time Warner Entertainment - (1,557)
Investment in Southern Multimedia Communications (745) -
Investment in international ventures (350) (230)
Proceeds from disposals of property, plant and
equipment 96 45
Proceeds from the sale of paging assets 143 -
Other - net (119) (10)
- - --------------------------------------------------------------------
Cash (used) for investing activities (3,572) (4,201)
- - --------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from short-term debt 1,280 687
Proceeds from issuance of long-term debt 251 2,282
Repayments of long-term debt (526) (2,969)
Dividends paid on common stock (886) (812)
Proceeds from issuance of common stock 364 1,150
Proceeds from issuance of preferred stock 50 -
Purchase of treasury stock (20) -
- - --------------------------------------------------------------------
Cash provided by financing activities 513 338
- - --------------------------------------------------------------------
Cash provided by (used for) continuing operations 182 (641)
- - --------------------------------------------------------------------
</TABLE>
<PAGE> 2
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Year Ended
December 31,
In millions 1994 1993
- - ---------------------------------------------------------------------
<S> <C> <C>
Cash provided by (used for) discontinued
operations (101) 610
- - ---------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Increase 81 (31)
Beginning balance 128 159
- - ---------------------------------------------------------------------
Ending balance $209 $128
=====================================================================
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 99B.7
<TABLE>
STATEMENTS OF INCOME U S WEST COMMUNICATIONS, Inc.
(UNAUDITED)
<CAPTION>
Quarter Ended
December 31,
Dollars in millions 1994 1993 % Change
- - --------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Local service $1,032 $987 4.6
Access charges - interstate 579 554 4.5
Access charges - intrastate 188 170 10.6
Long distance network service 309 359 (13.9)
Other services 162 146 11.0
--------------------------------
Total operating revenues 2,270 2,216 2.4
--------------------------------
OPERATING EXPENSES
Employee-related costs 723 736 (1.8)
Other operating expenses 454 434 4.6
Taxes other than income taxes 84 90 (6.7)
Depreciation and amortization 481 451 6.7
--------------------------------
Total operating expenses 1,742 1,711 1.8
--------------------------------
Income from operations 528 505 4.6
Interest expense 88 88 -
Gain on sales of rural telephone
exchanges 34 - -
Other income (expense) - net 3 (2) -
--------------------------------
Income before income taxes 477 415 14.9
Provision for income taxes 179 141 27.0
--------------------------------
NET INCOME $298 $274 8.8
================================
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 99B.8
<TABLE>
STATEMENTS OF INCOME U S WEST COMMUNICATIONS, Inc.
(UNAUDITED)
<CAPTION>
Year Ended
December 31,
Dollars in millions 1994 1993 % Change
- - --------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Local service $4,067 $3,829 6.2
Access charges - interstate 2,269 2,147 5.7
Access charges - intrastate 729 682 6.9
Long distance network service 1,329 1,442 (7.8)
Other services 604 556 8.6
------------------------------
Total operating revenues 8,998 8,656 4.0
------------------------------
OPERATING EXPENSES
Employee-related costs 2,930 2,870 2.1
Other operating expenses 1,653 1,646 0.4
Taxes other than income taxes 378 380 (0.5)
Restructuring charge - 880 -
Depreciation and amortization 1,887 1,806 4.5
------------------------------
Total operating expenses 6,848 7,582 (9.7)
------------------------------
Income from operations 2,150 1,074 -
Interest expense 331 374 (11.5)
Gain on sales of rural telephone
exchanges 82 - -
Other income (expense) - net (20) (13) 53.8
------------------------------
Income before income taxes
and extraordinary items 1,881 687 -
Provision for income taxes 706 252 -
------------------------------
Income before extraordinary items 1,175 435 -
Extraordinary items:
Discontinuance of SFAS No. 71,
net of tax - (3,041) -
Early extinguishment of debt,
net of tax - (77) -
------------------------------
NET INCOME (LOSS) $1,175 ($2,683) -
==============================
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000732718
<NAME> U S WEST, INC.
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<CASH> 209 209
<SECURITIES> 0 0
<RECEIVABLES> 1,693 1,693
<ALLOWANCES> 0 0
<INVENTORY> 189 189
<CURRENT-ASSETS> 2,766 2,766
<PP&E> 31,014 31,014
<DEPRECIATION> 17,017 17,017
<TOTAL-ASSETS> 23,204 23,204
<CURRENT-LIABILITIES> 6,014 6,014
<BONDS> 0 0
<COMMON> 8,056 8,056
51 51
0 0
<OTHER-SE> (674) (674)
<TOTAL-LIABILITY-AND-EQUITY> 23,204 23,204
<SALES> 10,953 2,839
<TOTAL-REVENUES> 10,953 2,839
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 8,446 2,256
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 442 119
<INCOME-PRETAX> 2,283 638
<INCOME-TAX> 857 229
<INCOME-CONTINUING> 1,426 409
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,426 409
<EPS-PRIMARY> 3.14 .89
<EPS-DILUTED> 3.12 .88
</TABLE>
