<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: April 18, 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 April 18, 1995 concerning
the first-quarter earnings results of U S WEST,
Inc. (the "Company").
99B.1 Unaudited Consolidated Statements of Income of the
Company for quarters ended March 31, 1994 and
March 31, 1995, filed in connection with the
Press Release dated April 18, 1995.
99B.2 Unaudited Selected Consolidated Data of the Company
for quarters ended March 31, 1994 and March 31,
1995, filed in connection with the Press Release
dated April 18, 1995.
99B.3 Unaudited Consolidated Balance Sheets of the Company
filed in connection with the Press Release dated
April 18, 1995.
99B.4 Unaudited Consolidated Statements of Cash Flows of
the Company for quarters ended March 31, 1994
and March 31, 1995, filed in connection with the
Press Release dated April 18, 1995.
99B.5 Unaudited Statements of Income of U S WEST
Communications, Inc. for the quarters ended
March 31, 1994 and March 31, 1995, filed in
connection with the Press Release dated April 18,
1995.
</TABLE>
<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: April 18, 1995
<PAGE> 1
EXHIBIT 99A
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
303 793-6500
[U S WEST Logo]
Release Date: April 18, 1995
Contact: Lois Leach: 303-793-6355
Bruce Amundson: 303-793-6296
U S WEST REPORTS HIGHER FIRST-QUARTER REVENUES,
SOLID BUSINESS GROWTH
ENGLEWOOD, Colo.--U S WEST, Inc. (NYSE: USW) today reported solid
first quarter operating performance fueled by strong volume growth
in all businesses.
Key financial results for the quarter ended March 31, 1995
include:
- Revenues of $2.8 billion, an increase of $187 million,
or 7.1 percent, compared with $2.6 billion the same period
last year.
- EBITDA--earnings before interest, taxes, depreciation and
amortization--increased 7.1 percent.
- Net income of $330 million, including a $39 million gain
from the sale of selected rural exchanges. Excluding the
gain, net income for the quarter was $291 million compared
with $309 million on a similar basis in first quarter 1994.*
- Earnings per share of $0.62, compared with $0.70 for the
same period last year, excluding rural exchange sales for
both years.
- --------------------
*Net income in 1994 includes a gain of $15 million, or $0.03 per
share, from the sale of selected rural telephone exchanges.
"I'm pleased with the improved operating performance in all our
businesses and our progress in restructuring critical parts of our
telecommunications company," said Richard McCormick, U S WEST
chairman and chief executive officer. "In addition, our Media
Vision Group assets continue to produce tremendous growth.
However, the company's bottom-line results were hurt by several
factors, principally increased international losses due to rapid
growth in those ventures and increased shares outstanding
associated with the Atlanta cable-TV acquisition."
<PAGE> 2
Other first quarter results include:
U S WEST Communications (USWC), the company's telecommunications
business, maintained its strong performance when compared with
first quarter 1994.
- Revenue reached $2.3 billion, a 2.7-percent increase from
$2.2 billion in 1994. Adjusting for the sale of selected
rural exchanges and regulatory changes affecting toll
revenue, the revenue increase exceeded 4 percent.
- EBITDA increased $47 million to more than $1 billion, a
4.7-percent increase from the same period last year.
EBITDA margin for the quarter was 46.2 percent compared
with 45.4 percent in 1994.
- Net income was $323 million, up from $297 million last
year. The sale of 50,000 lines in selected rural exchanges
contributed $39 million to 1995 net income. Excluding
this transaction, net income was $284 million, up 0.7
percent to the first quarter last year when adjusted for
1994 exchange sales.
- Access lines--The number of telephone access lines served
by USWC increased by 585,000, or 4.2 percent, compared with
the same period last year, excluding the effects of rural
exchange sales. Minutes of use, an indicator of long-
distance calling volumes, grew by 9.6 percent in the same
period.
U S WEST's worldwide publishing, wireless and cable networks
continued strong customer growth.
In directory publishing, U S WEST Direct reported EBITDA of $127.1
million, up 10 percent from a year ago, on a 7.5-percent increase
in revenues.
In wireless communications markets, U S WEST continued to increase
its combined domestic and international customer base.
- Domestically, U S WEST Cellular added 80,000 subscribers.
The company now serves more than one million customers, a
57.6-percent increase from the same period last year. This
growth, combined with improved efficiencies, resulted in
$62.3 million in cellular service operating cash flow, an
increase of 82.7 percent. Operating cash flow margin for
the quarter was 33.6 percent, up nearly eight percentage
points over March 1994.
- Through its strategic alliance with AirTouch, NYNEX and Bell
Atlantic, U S WEST won personal communications services
(PCS) licenses in 11 major markets with a total population
(POPs) of 57 million. These licenses, combined with
existing cellular markets served by the alliance, extend
U S WEST's wireless reach to an area that includes more than
166 million POPs nationwide.
<PAGE> 3
- Subscribers to U S WEST's international wireless joint
ventures increased during the quarter to 444,000, more than
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.
- Mercury One-2-One, a mobile telephone joint venture with
Cable & Wireless in the U.K., added 55,000 customers, a
26.8-percent increase, during the quarter and now serves
260,000 customers, compared with 51,000 a year ago.
In international cable-television markets, U S WEST increased its
international customer base--for all ventures--by about 14 percent
to more than one million customers.
- Since March 1994, TeleWest Communications--a combined
cable-television and telephone venture in the U.K. with
Tele-Communications Inc. (TCI)--increased cable-TV
subscribers by 51 percent to 239,000. In the same period,
TeleWest increased the number of telephone lines it serves
by more than 123 percent to 214,000.**
In domestic cable-television markets, U S WEST reaches more than 8
million subscribers through its alliance with Time Warner
Entertainment (TWE) and its two Atlanta properties.
- Subscribers served by the TWE partnership increased by 5
percent compared with first quarter 1994--the fastest growth
rate in the last four years.
- U S WEST's Atlanta cable properties increased their
subscriber base 7.5 percent to 501,000 from the same period
last year.
On April 10, U S WEST announced a plan to create two classes of
common stock. One class will track the performance of U S WEST
Communications Group, the company's 14-state telecommunications
business. The other stock will tract the performance of U S WEST
MediaVision Group, which includes the company's multimedia,
wireless, directory, and international businesses. It is expected
that shareowners will vote on the proposal at a special meeting in
the fall.
U S WEST is in the connections business, helping customers share
information, entertainment and communications services in local
markets worldwide.
###
- --------------------
**TeleWest numbers reflect its proportionate ownership in various
franchises.
<PAGE> 1
EXHIBIT 99B.1
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
INCOME (UNAUDITED)
<CAPTION>
Quarter Ended
Dollars in millions, March 31, %
except per share amounts 1995 1994 Change
- --------------------------------------------------------------------
<S> <C> <C> <C>
SALES AND OTHER REVENUES $2,828 $2,641 7.1
EXPENSES
Employee-related expenses 978 911 7.4
Other operating expenses 510 477 6.9
Taxes other than income taxes 114 108 5.6
Depreciation and amortization 560 503 11.3
Interest expense 128 109 17.4
Equity losses in unconsolidated
ventures 57 35 62.9
Gains on sales of rural
telephone exchanges 63 24 -
Other expense - net 6 - -
------------------------------
Income before income taxes 538 522 3.1
Provision for income taxes 208 198 5.1
------------------------------
NET INCOME $330 $324 1.9
==============================
Average common shares outstanding 468,557 444,378 5.4
(thousands) ==============================
EARNINGS PER COMMON SHARE $0.70 $0.73 (4.1)
==============================
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
- 4 -
<PAGE> 1
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, March 31, %
except per share amounts 1995 1994 Change
- ------------------------------------------------------------- -------
<S> <C> <C> <C>
U S WEST, Inc. SELECTED STATISTICS
EBITDA (Note 1) $1,226 $1,145 7.1
EBITDA margin 43.4% 43.4% -
Capital expenditures $621 $600 3.5
Return on common equity 17.6% 21.3% -
Debt-to-capital ratio (Note 2) 53.6% 51.8%# -
Dividends per common share $0.535 $0.535 -
Common shares outstanding (thousands) 469,935 452,826 3.8
Employees (Note 3) 61,302 61,080 0.4
TELEPHONE COMPANY STATISTICS
Access lines (thousands):
Business 4,128 3,932 5.0
Consumer 10,325 10,027 3.0
Total access lines (Note 4) 14,453 13,959 3.5
Billed access minutes of use (millions):
Interstate 11,594 10,620 9.2
Intrastate 2,245 2,011 11.6
Total access minutes of use 13,839 12,631 9.6
EBITDA (Note 1) $1,053 $1,006 4.7
EBITDA margin 46.2% 45.4% -
Debt-to-capital ratio 61.9% 60.9%# -
Capital expenditures $543 $551 (1.5)
Employees 47,215 49,340 (4.3)
<FN>
<F1>
# As of December 31, 1994
<F2>
Note 1: Earnings before interest, taxes, depreciation, amortization,
and other (EBITDA). EBITDA also excludes gains on sales of assets and
equity losses.
<F3>
Note 2: Ratio excludes preferred stock. 1995 and 1994 Ratios
including the debt included in the net investment in assets
held for sale are 56.4% and 55.5%, respectively.
<F4>
Note 3: 1995 Includes 797 additional employees due to the May 1994
acquisition of Thomsom Directories, 903 due to the December 1994
acquisition of the Atlanta cable properties and 360 fewer employees
due to the June 1994 sale of Paging operations.
<F5>
Note 4: Access line growth, excluding 1995 rural exchange
sales of 50,000 lines, and 1994 second and fourth quarter rural
exchange sales of 41,000 lines, was 4.2%.
</FN>
</TABLE>
- 5 -
<PAGE> 2
EXHIBIT 99B.2
<TABLE>
SELECTED CONSOLIDATED DATA (UNAUDITED) U S WEST, Inc.
<CAPTION>
Quarter Ended
Dollars in millions, March 31, %
except per share amounts 1995 1994 Change
- ------------------------------------------------------------- -------
<S> <C> <C> <C>
DOMESTIC CELLULAR DATA
Service revenue $185.5 $131.9 40.6
Equipment revenue $16.7 $21.9 (23.7)
Cellular service operating
cash flow (EBITDA) $62.3 $34.1 82.7
Cellular service operating
cash flow margin 33.6% 25.9% -
Cellular subscribers (consolidated) 1,048,000 665,000 57.6
Cellular subscribers (proportionate) 885,000 563,000 57.2
Total adjusted POPs (millions) 18.7 18.5 1.1
CABLE TELEVISION DATA (Note 5)
(Wholly Owned Subsidiary)
Basic subscribers served 501,000 466,000 7.5
Pay units 270,000 273,000 (1.1)
Homes passed 822,000 790,000 4.1
Basic penetration 60.9% 59.0% -
<FN>
<F1>
Note 5: U S WEST acquired the Atlanta cable TV properties on
December 6, 1994. The 1994 data is presented for comparative
purposes only.
<F2>
Note: Certain reclassifications have been made to conform
to the current year presentation.
</FN>
</TABLE>
- 6 -
<PAGE> 1
EXHIBIT 99B.3
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS U S WEST, Inc.
(UNAUDITED)
March 31, December 31,
In millions 1995 1994
- -------------------------------------------- ----------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $148 $209
Accounts and notes receivable 1,664 1,693
Inventories and supplies 199 189
Deferred tax asset 343 352
Prepaid and other 335 323
----------------------
Total current assets 2,689 2,766
----------------------
Property, plant and equipment - net 13,930 13,997
Investment in Time Warner Entertainment 2,509 2,522
Intangible assets - net 1,887 1,858
Investment in international ventures 994 881
Net investment in assets held for sale 414 302
Other assets 1,176 878
----------------------
Total assets $23,599 $23,204
======================
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt $3,565 $2,837
Accounts payable 729 944
Employee compensation 316 367
Dividends payable 252 251
Current portion of restructuring charges 359 337
Other 1,364 1,278
----------------------
Total current liabilities 6,585 6,014
----------------------
Long-term debt 5,137 5,101
Postretirement and other postemployment
benefit obligations 2,281 2,502
Deferred taxes, credits and other 2,013 2,154
Preferred stock subject to mandatory redemption 51 51
Common shareowners' equity:
Common shares 8,092 8,056
Cumulative deficit (360) (458)
LESOP guarantee (187) (187)
Foreign currency translation adjustments (13) (29)
----------------------
Total common shareowners' equity 7,532 7,382
----------------------
Total liabilities and shareowners'
equity $23,599 $23,204
======================
</TABLE>
- 7 -
<PAGE> 1
EXHIBIT 99B.4
<TABLE>
CONSOLIDATED STATEMENTS OF U S WEST, Inc.
CASH FLOWS (UNAUDITED)
<CAPTION>
Quarter Ended
March 31,
In millions 1995 1994
- --------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $330 $324
Adjustments to net income:
Depreciation and amortization 560 503
Gains on sales of rural
telephone exchanges (63) (24)
Equity losses in unconsolidated ventures 57 35
Deferred income taxes and amortization
of investment tax credits 20 75
Changes in operating assets and liabilities:
Restructuring payments (82) (22)
Accounts and notes receivable 32 26
Inventories, supplies and other (43) (59)
Accounts payable and accrued liabilities (103) (35)
Other - net (167) (66)
- --------------------------------------------------------------------
Cash provided by operating activities 541 757
- --------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (617) (654)
Investment in international ventures (182) (70)
Proceeds from disposals of property, plant
and equipment 92 18
Cash (to) from net investment in assets held
for sale (60) -
Other - net (63) (6)
- --------------------------------------------------------------------
Cash (used) for investing activities (830) (712)
- --------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from short-term debt 678 335
Proceeds from issuance of long-term debt - 182
Repayments of long-term debt (168) (116)
Dividends paid on common stock (230) (223)
Proceeds from issuance of common stock 11 256
Purchase of treasury stock (63) -
- --------------------------------------------------------------------
Cash provided by financing activities 228 434
- --------------------------------------------------------------------
Cash (used for) provided by continuing operations (61) 479
- --------------------------------------------------------------------
Cash (to) from discontinued operations - (161)
- --------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Increase (decrease) (61) 318
Beginning balance 209 128
- --------------------------------------------------------------------
Ending balance $148 $446
====================================================================
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
- 8 -
<PAGE> 1
EXHIBIT 99B.5
<TABLE>
STATEMENTS OF INCOME U S WEST COMMUNICATIONS, Inc.
(UNAUDITED)
<CAPTION>
Quarter Ended
March 31,
Dollars in millions 1995 1994 % Change
- --------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Local service $1,050 $985 6.6
Access charges - interstate 589 562 4.8
Access charges - intrastate 188 174 8.0
Long distance network service 299 351 (14.8)
Other services 151 146 3.4
------------------------------
Total operating revenues 2,277 2,218 2.7
------------------------------
OPERATING EXPENSES
Employee-related expenses 730 717 1.8
Other operating expenses 391 398 (1.8)
Taxes other than income taxes 103 97 6.2
Depreciation and amortization 494 465 6.2
------------------------------
Total operating expenses 1,718 1,677 2.4
------------------------------
Income from operations 559 541 3.3
Interest expense 91 80 13.8
Gain on sales of rural
telephone exchanges 63 24 -
Other expense - net 13 10 30.0
------------------------------
Income before income taxes 518 475 9.1
Provision for income taxes 195 178 9.6
------------------------------
NET INCOME $323 $297 8.8
==============================
<FN>
<F1>
Note: Certain reclassifications within the financial
statements have been made to conform to the current year
presentation.
</FN>
</TABLE>
- 9 -
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000732718
<NAME> U S WEST, Inc.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 148
<SECURITIES> 0
<RECEIVABLES> 1,664
<ALLOWANCES> 0
<INVENTORY> 199
<CURRENT-ASSETS> 2,689
<PP&E> 31,248
<DEPRECIATION> 17,318
<TOTAL-ASSETS> 23,599
<CURRENT-LIABILITIES> 6,585
<BONDS> 0
<COMMON> 8,092
51
0
<OTHER-SE> (560)
<TOTAL-LIABILITY-AND-EQUITY> 23,599
<SALES> 2,828
<TOTAL-REVENUES> 2,828
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,162
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 128
<INCOME-PRETAX> 538
<INCOME-TAX> 208
<INCOME-CONTINUING> 330
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 330
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
</TABLE>
