MEDIA ONE GROUP INC
8-K, 1998-07-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                              UNITED STATES
                                    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 (Date of earliest event reported): July 29, 1998




                                           MediaOne Group, Inc.
                         (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                             <C>                         <C>    


        A Delaware Corporation                  Commission File             IRS Employer Identification
       (State of incorporation)                  Number 1-8611                     No. 84-0926774


</TABLE>

                                         188 Inverness Drive West
                                           Englewood, CO 80112
                                 (Address of principal executive offices)


                                     Telephone Number (303) 858-3000
                           (Registrant's telephone number, including area code)

Item 5.  Other Events

On July 29, 1998,  MediaOne Group,  Inc.  released its second quarter earnings  
results.  The releases and financial statements are attached hereto as Exhibits.
<TABLE>

Item 7.  Exhibits
<CAPTION>
<S>           <C>    

Exhibit       Description

27            Financial Data Schedule.

99            Press Release dated July 29, 1998 concerning the earnings results of MediaOne Group,
              Inc. for the second quarter of 1998.

99.1          Consolidated Statements of Operations of MediaOne Group, Inc. for the quarter ended June
              30, 1998, filing in connection with the Press Release dated July 29, 1998.

99.2          Unaudited Consolidated Balance Sheets of MediaOne Group, Inc. for the quarter ended June
              30, 1998, filed in connection with the Press Release dated July 29, 1998.

99.3          Unaudited Selected Financial Data of MediaOne Group for the quarter ended June 30, 1998,
              filed in connection with the Press Release dated July 29, 1998.

99.4          Unaudited Selected Financial and Operating Highlights - Domestic Cable and Broadbad of
              MediaOne Group, Inc. for the quarter ended June 30, 1998, filed in connection with the
              Press Release dated July 29, 1998.

99.5          Unaudited Selected Proportionate Financial Data of MediaOne Group, Inc. for the quarter
              ended June 30, 1998, filing in connection with the press Release dated July 29, 1998.
</TABLE>

                                                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.

                                      MediaOne Group, Inc.

                                      /s/ STEPHEN E. BRILZ
                                      By:
                                      -----------------------------------------
Dated July 30, 1998                   Stephen E. Brilz
                                      Assistant Secretary








                                    July 29, 1998


                                    Cathy Fowler, 303-858-3405
                                    Steve Lang, 303-858-3406

                        MediaOne Group Operating Cash Flow Increases 24 Percent

   -- MediaOne Group Completes Major Strategic Moves, Becomes a Standalone 
      Company, Transfers Directory Business, Sells Domestic Wireless Interests 
      and Refinances Debt - All in the Second Quarter --

 -- Company continues to roll out new services over cable networks in the U.S. 
    and abroad; International wireless continues strong growth --

ENGLEWOOD, Colo. -- MediaOne Group (NYSE: UMG) today reported its eleventh 
straight quarter of double-digit growth in proportionate operating cash flow.  
During the  quarter,  the  company  completed  several  major  strategic  moves,
including the split of U S WEST,  the transfer of its directory  business to the
new U S WEST, the sale of its domestic wireless interests and the refinancing of
debt. In the midst of these  significant  changes,  operating  results  remained
solid.
For the second quarter, MediaOne Group reported - on a proportionate basis:

A 24 percent increase in operating cash flow from continuing operations, to $479
million.  The company's  operating cash flow for the same operations in 1997 was
$386 million. (Numbers are normalized to exclude domestic directory and wireless
operations  that are no longer  part of MediaOne  Group.  Numbers  also  reflect
normalization for acquisitions and dispositions.)

A 12 percent  increase in revenue from continuing  operations,  to $1.7 billion.
MediaOne  Group's  equivalent  revenue for 1997 was $1.5  billion.  (Numbers are
normalized to exclude  domestic  directory and wireless  operations  that are no
longer  part  of  MediaOne  Group.   Numbers  also  reflect   normalization  for
acquisitions and dispositions.)

Because  MediaOne  Group  operates  numerous  joint  ventures,  the company uses
proportionate accounting to reflect its share of operating revenues and expenses
associated with these operations.

"This quarter we completed our most  significant  strategic  moves to date.  Our
vision is coming to life. We are an independent  company focused squarely on two
lines of  business:  domestic and  international  broadband,  and  international
wireless,"  Chairman and CEO Chuck Lillis said.  "We've  completed our financing
and  achieved  our goal of  investment  grade credit with all three major credit
rating  agencies,"  Lillis said.  "All this as we continue to roll out broadband
services to customers around the world and add international  wireless customers
at a phenomenal rate." Since the end of the first quarter, the company completed
the following strategic moves:

MediaOne Group and U S WEST  Communications  Group completed the separation into
two separate companies June 12. The split included the $4.75 billion transfer of
U S WEST Dex to U S WEST.  The transfer  included $3.9 billion in debt reduction
for MediaOne Group, and $850 million in a tax-free  distribution of new U S WEST
stock to MediaOne  shareholders,  adding $1.38 of value to each  MediaOne  Group
share upon the separation. The split resulted in a one-time, $24.5-billion gain,
which was offset by the distribution of shares in the new U S WEST to holders of
USW and UMG at fair market value.

MediaOne  Group  completed  the merger of its domestic  wireless  business  into
AirTouch  Communications  April 6. MediaOne  Group received more than 59 million
shares of AirTouch common stock, about $1.6 billion of AirTouch dividend-bearing
preferred  stock,  and about $1.4 billion in debt  reduction in exchange for its
domestic wireless interests. The deal was valued at $5.9 billion at closing, but
was worth more than $6.6 billion, as of July 28.

The company  finalized  its  high-speed  data joint venture with Time Warner and
Advance/Newhouse,  including an investment by Microsoft and Compaq totaling $425
million.  MediaOne  owns a nearly 35 percent  interest  in the  venture  through
direct ownership and its ownership in Time Warner Entertainment.

MediaOne Group also completed its $6 billion  financing efforts and achieved the
goal of investment-grade  credit with all three major credit rating agencies. On
July 13,  the  company  announced  its plan to  monetize  up to $1.5  billion of
AirTouch common stock through  convertible  notes.  Proceeds will be used to pay
down short-term debt and for other general corporate purposes.

All this while achieving solid operating performance in the U.S. and abroad:


MediaOne

In the U.S.,  total broadband cable revenue was up 9 percent for the quarter and
nearly 10 percent  for the year.  MediaOne,  the  company's  domestic  broadband
business, now has nearly 5 million customers while passing more than 8.4 million
homes.  The company  continues  to deploy  advanced  video  services  across the
country.

In May, MediaOne announced the rollout of digital cable in Detroit.  Some 52,000
homes have access to 23 new  multiplex  premium  channels  and 40 digital  Music
Choice  channels for an additional  $9.95 a month.  This means customers who add
digital  service to their  existing  cable  service have access to more than 170
channels.

MediaOne  launched  telephone  service over  broadband  hybrid-fiber  coax (HFC)
networks in Los Angeles, following an introduction earlier this year in Atlanta.
The company has plans to introduce the service in the Northeast later this year.
The number of high-speed  data customers grew from 31,000 last quarter to nearly
41,000 in the second quarter.

       MediaOne Multimedia Ventures

For  the  quarter,  Time  Warner  Entertainment's   normalized  earnings  before
interest,  taxes,  depreciation and amortization  increased almost 13 percent to
$811 million.  MediaOne  Group's  proportionate  share of that was $207 million.
TWE's total revenue increased nearly 8 percent to nearly $2.9 billion.  MediaOne
Group's proportionate share of the revenue was $728 million.

Time Warner  Entertainment's  cable  operations,  which are  equally  managed by
MediaOne  Group and Time  Warner,  reported  core cable  revenue of more than $1
billion for the quarter,  an increase of nearly 8 percent on a normalized basis.
That's  consistent with the strong  performance of MediaOne's core cable revenue
which grew by 8 percent.

High-speed data customers at TWE totaled 50,000. Combined with MediaOne's nearly
41,000 customers, the nation's largest high-speed Internet service,  Roadrunner,
ended the second quarter with more than 90,000 customers.

 MediaOne International
      (numbers are normalized for 1997 dispositions)

MediaOne International grew proportionate  operating cash flow by $44 million to
$56 million, a 367 percent increase over last year's $12 million.  Proportionate
revenues totaled $361 million,  a 36 percent increase over the second quarter of
last year. At the venture level, our  international  businesses serve nearly 5.4
million  customers.  Those  customers  have  signed  up for more  than 6 million
services, including

nearly 2 million cable accounts,  more than 1 million phone lines, and more than
3  million  wireless  accounts.  This is an  increase  of more  than 43  percent
compared to the same quarter last year.

At a venture level, the Central European  wireless ventures  increased  customer
counts by 79  percent  from  905,000 at the end of second  quarter  1997 to 1.62
million at the end of June 1998.  Revenue  was up more than 29 percent  over the
same  quarter  last year,  to $106  million for the  quarter.  And in July,  the
company's wireless venture in Poland, Era GSM, reached the half-million customer
mark less  than two years  after the  company's  launch,  making it the  largest
wireless company in Central Europe.

One 2 One continues to be one of the fastest growing  wireless  companies in the
United Kingdom,  nearly doubling the number of subscribers  since second quarter
1997. The company, which was operating cash flow positive in the second quarter,
now has 1.36 million  customers at the venture level.  Revenue was $139 million,
up almost 60 percent over second quarter 1997.

International   cable  operations  are  also  producing  solid  results.   Those
operations are now providing  cable TV services to nearly two million  customers
in Europe and Asia.

Telewest in the UK serves about a million telephone customers over its networks.
And,  through its joint ventures in The  Netherlands,  Belgium,  Japan and Czech
Republic,  MediaOne  International is providing  broadband  HFC-based  telephone
service to nearly 20,000 customers.

NOTE: "Continuing operations" include those businesses (other than U S WEST Dex)
historically  aligned with UMG stock,  including  domestic  cable and broadband,
international wireless and consolidated  international cable and broadband. Also
included in continuing operations is a $3.9 billion pre-tax gain from completion
of the AirTouch merger.  Discontinued operations include results from the former
U S WEST  Communications and U S WEST Dex until the June 12 separation,  and the
gain of $24.5 billion recognized on the separation transaction.

MediaOne   Group  (NYSE:   UMG)  is  one  of  the  world's   largest   broadband
communications  companies,  bringing the power of broadband  and the Internet to
more than seven million  customers in the United  States,  Europe and Asia.  The
company   also  has   interests   in  some  of  the   fastest-growing   wireless
communications  businesses  outside the U.S.,  serving  more than three  million
customers.  For 1997,  the  businesses  now part of MediaOne Group produced $6.6
billion in proportionate revenue.

[Safe Harbor statement:  This document contains statements about expected future
events and financial  results that are  forward-looking  and subject to risk and
uncertainties.  For those statements, we claim the protection of the safe harbor
for forward-looking  statements  contained in the Private Securities  Litigation
Reform Act of 1995.  Discussion  of factors  that may affect  future  results is
contained in our recent filings with the Securities and Exchange Commission.]

- -------------------------------------------------------------------------------
NOTE: This release and the financial statements will be available on our website
after 7:30 a.m. (MDT): www.mediaonegroup.com
- -------------------------------------------------------------------------------

<TABLE>

CONSOLIDATED STATEMENTS OF OPERATIONS        MediaOne Group, Inc. (1)
(UNAUDITED)
<CAPTION>
<S>                   <C>    <C>      <C>    <C>     <C>      <C>

                       Quarter Ended           Six Months Ended
                          June 30,      %         June 30,      %
Dollars in millions    1998     1997  Change   1998     1997  Change
- --------------------- -------  -------------- -------  --------------
SALES AND OTHER REVENUES
 Cable & broadband   $    613 $   589    4.1 $  1,237 $ 1,145    8.0
 Wireless comm.            20     363  (94.5)     361     698  (48.3)
 Other                      8      29  (72.4)      15      58  (74.1)
                      -------- --------       -------- --------
Total sales &
 other revenues      $    641 $   981  (34.7)$  1,613 $ 1,901  (15.1)
OPERATING EXPENSES
Costs of sales &
 other revenues           241     326  (26.1)     558     631  (11.6)
Selling, general &
 administrative           195     313  (37.7)     502     590  (14.9)
Depreciation              127     158  (19.6)     331     318    4.1
Amortization              131     132   (0.8)     275     266    3.4
                      -------- --------       -------- --------
Total oper. expenses      694     929  (25.3)   1,666   1,805   (7.7)
                      -------- --------       -------- --------
Inc.(loss) from oper.     (53)     52   -         (53)     96   -
Interest expense         (143)   (166) (13.9)    (293)   (340) (13.8)
Equity losses in
 unconsol. ventures       (69)   (153) (54.9)    (205)   (318) (35.5)
Gains on sale of
 investments               22      44  (50.0)      39      95  (58.9)
Gain on sale of invest.
 in domestic wireless   3,869      -    -       3,869      -    -
Guaranteed minority
 interest expense         (20)    (22)  (9.1)     (42)    (44)  (4.5)
Other income(expense)     110      (7)  -          73     (11)  -
                      -------- --------       -------- --------
Inc.(loss) from cont.
 oper. before inc. tax
 benefit (exp.)         3,716    (252)  -       3,388    (522)  -
Inc. tax benefit(exp.) (1,542)     71   -      (1,436)    151   -
                      -------- --------       -------- --------
INCOME(LOSS) FROM
CONTINUING OPERATIONS   2,174    (181)  -       1,952    (371)  -
Income from  discont.
 oper.-net of tax:
Results of oper.(2)       313     416  (24.8)     747     836  (10.6)
Gain on separation(3)# 24,461      -    -      24,461      -    -
                      -------- --------       -------- --------
Income before
 extraordinary item    26,948     235   -      27,160     465   -
Extraord. item-net
  of tax                 (333)      3   -        (333)      3   -
                      -------- --------       -------- --------
NET INCOME             26,615     238   -      26,827     468   -
Preferred dividends       (13)    (12)   8.3      (26)    (25)   4.0
Loss on redemption of
 preferred securities     (53)     -    -         (53)     -    -
                      -------- --------       -------- --------
EARNINGS AVAILABLE
 FOR COMMON STOCK    $ 26,549 $   226   -    $ 26,748 $   443   -
                      ======== ========       ======== ========
</TABLE>

# Offset by dividend of New U S WEST at fair market value.
See footnotes on page ___.
<TABLE>
<CAPTION>
<S>                   <C>      <C>    <C>     <C>       <C>   <C>

                                 
                      Quarter Ended           Six Months Ended
In millions, except       June 30,      %         June 30,      %
per share amounts      1998     1997  Change   1998     1997  Change
- --------------------- -------  -------------- -------  --------------
MediaOne Group Stock:
Basic Earnings per Common Share:

Basic average common
 shares outstanding     609.1   606.4    0.4    608.7   606.5    0.4
                      ======== ========       ======== ========
Basic earnings (loss)
 from continuing
 operations *        $   3.46 $ (0.31)  -    $   3.08 $ (0.65)  -

Income from discontinued
 operations              0.12    0.14  (14.3)    0.26    0.27   (3.7)

Gain on separation      40.16    -      -       40.19    -      -
Extraordinary item-
 early extinguishment
 of debt                (0.55)   -      -       (0.55)   -      -
                      -------- --------       -------- --------

Basic earnings (loss)
 per common share    $  43.19 $ (0.17)  -    $  42.98 $ (0.38)  -
                      ======== ========       ======== ========
Diluted Earnings per Common Share:

Diluted average common
shares outstanding      653.6   606.4    7.8    652.6   606.5    7.6
                      ======== ========       ======== ========
Diluted earnings (loss)
 from continuing
 operations          $   3.24 $ (0.31)  -    $   2.91 $ (0.65)  -

Income from discontinued
 operations              0.11    0.14  (21.4)    0.24    0.27  (11.1)

Gain on separation      37.42    -      -       37.48    -      -
Extraordinary item-
 early extinguishment
 of debt                (0.51)   -      -       (0.51)   -      -
                      -------- --------       -------- --------

Diluted earnings (loss)
 per common share #  $  40.27  $(0.17)  -    $  40.12  $(0.38)  -
                      ======== ========       ======== ========
</TABLE>

* Pro forma basic and diluted loss per share adjusted to eliminate
  the impact of the operations of domestic wireless, the gain from
  disposition of the domestic wireless businesses and the second
  quarter 1998 redemption of preferred securities, would be ($0.17)
  and ($0.36) for the second quarter 1998 and 1997, respectively.
  The pro forma loss per share would be ($0.58) and ($0.74) for
  the six months ended June 30, 1998 and 1997, respectively.

# Quarter ended June 30, 1998 amount does not foot due to rounding
  of the individual components.

See footnotes on page ___.

<TABLE>
<CAPTION>
<S>                                      <C>           <C>    
                              

CONSOLIDATED BALANCE SHEETS               MediaOne Group, Inc. (1)
(UNAUDITED)                                 June 30,    December 31,
Dollars in millions                          1998          1997
- ---------------------------------------   ------------  ------------
ASSETS
Current assets:
 Cash and cash equivalents               $        384  $        184
 Accounts and notes receivable                    376           604
 Net investment in assets of
  discontinued operations (2)                       -         4,367
 Other assets                                     120           179
                                          ------------  ------------
   Total current assets                           880         5,334
                                          ------------  ------------

Property, plant and equipment - net             3,379         4,272
Investment in Time Warner Entertainment         2,491         2,486
Investment in AirTouch Communications           5,015             -
Net investment in international ventures          728           742
Net investment in assets held for sale            445           419
Intangible assets - net                        11,886        12,597
Other assets                                      565           933
                                          ------------  ------------
   Total assets                          $     25,389  $     26,783
                                          ============  ============
LIABILITIES AND EQUITY
Current liabilities:
 Short-term debt                         $      2,075  $        735
 Accounts payable                                 125           395
 Deferred revenue and customer deposits            79           108
 Other payables                                   805           950
                                          ------------  ------------
   Total current liabilities                    3,084         2,188
                                          ------------  ------------
Long-term debt                                  3,040         8,228
Deferred income taxes                           4,996         3,276
Deferred credits and other                        604           587

Company-obligated mandatorily redeemable
 preferred securities of subsidiary
 trust holding solely Company-guaranteed
 debentures                                       561         1,080
Preferred stock subject to
 mandatory redemption                             100           100

Shareowners' equity:
 Preferred shares                                 924           923
 Common shares                                 10,515        10,876
 Retained earnings (deficit)                    1,218          (359)
 LESOP guarantee                                    -           (46)
 Accumulated other comprehensive
  income (loss)                                   347           (70)
                                          ------------  ------------
  Total equity                                 13,004        11,324
                                          ------------  ------------
   Total liabilities and equity          $     25,389  $     26,783
                                          ============  ============
</TABLE>

See footnotes on page ___.



<TABLE>
                                       
SELECTED FINANCIAL DATA                    MediaOne Group, Inc. (1)
(UNAUDITED)
<CAPTION> 
<S>                     <C>     <C>     <C>     <C>    <C>    <C>

                         Quarter Ended  Six Months Ended  Normalized
                            June 30,        June 30,     % Change(5)
Dollars in millions      1998    1997    1998    1997    Qtr    Ytd
- ------------------------------------------------------------- ------
Consolidated Revenues -
 Continuing Operations
  Cable & broadband
    Domestic           $   607 $   585 $ 1,226 $ 1,137    9.0    9.9
    International            6       4      11       8   50.0   37.5
  Corporate                  7       6      14      13   16.7    7.7
  Other                      1      23       1      45    -      -
                       --------------------------------
    Current oper.          621     618   1,252   1,203    9.5   10.2

  Domestic wireless         20     363     361     698    -      -
                       --------------------------------
      Total            $   641 $   981 $ 1,613 $ 1,901    9.5   10.2
                       ================================

Consolidated Operating
 Cash Flow - Continuing
 Operations (4)
  Cable & broadband
    Domestic           $   239 $   238 $   479 $   463    1.7    3.7
    International            1      (1)      1      (3)   -      -
  Int'l wireless            (2)     (6)     (4)     (8) (66.7) (50.0)
  Corporate                (40)    (31)    (65)    (44)  29.0   47.7
  Other                     (3)     (3)     (6)    (10) (40.0) (25.0)
                       --------------------------------
    Current oper.          195     197     405     398    1.0    1.3

  Domestic wireless         10     145     148     282    -      -
                       --------------------------------
      Total            $   205 $   342 $   553 $   680    1.0    1.3
                       ================================
</TABLE>


The actual percent change for revenues from current operations of
0.5% and 4.1% for the quarter and six months ended June 30, 1998
include the one time effects of acquisitions and dispositions.

The actual percent change for operating cash flow from current
operations of (1.0)% and 1.8% for the quarter and six months ended
June 30, 1998 include the one time effects of acquisitions and
dispositions.


See footnotes on page ___.



<TABLE>
                                       
SELECTED FINANCIAL AND                DOMESTIC CABLE AND BROADBAND
OPERATING HIGHLIGHTS
(UNAUDITED)
<CAPTION>
<S>                               <C>       <C>      <C>      <C>    

                                      Quarter Ended
                                        June 30,        %     % Chg
Dollars in millions                   1998     1997  Change   Norm
- ----------------------              -------- ------------------------
Domestic Cable &
 Broadband Results
Revenues
 Basic cable                       $    428 $    382   12.0
 Premium                                 80       81   (1.2)
 Pay-per-view                            11       19  (42.1)
 Advertising                             40       33   21.2
 Equip. & Install.                       44       38   15.8
 Other                                   (7)       1    -
                                   -------------------
  Total core cable (5)                  596      554    7.6    8.0

 New products                            11        5    -
 Primestar                               -        26    -
                                   -------------------
  Total Revenue (5)                $    607 $    585    3.8    9.0
                                   -------------------
Operating Cash Flow (4)
 Core cable (5)                    $    276 $    256    7.8    6.3
 Primestar                               -         4    -
 Other                                  (37)     (22)  68.2
                                   -------------------
  Total Oper. Cash Flow (5)        $    239 $    238    0.4    1.7
                                   -------------------
Operating Cash Flow Margins
 Core cable                            46.3%    46.2%
 Total                                 39.4%    40.7%

Operating & Financial
 Highlights
Homes passed
 (thousands) (5)                      8,430    8,395    0.4    2.1
Subscribers
 (thousands):
 Basic cable (5)                      4,933    4,937   (0.1)   1.5
 Primestar                               -       158    -
Basic pen.                             58.5%    58.8%
Premium units
 (thousands)                          4,034    3,887    3.8
Premium/Basic                          81.8%    78.7%
High speed data
 cust. (actual)                      40,600    6,400    -
Core cbl. mnly.
 rev./avg. sub (actual) (5)        $  40.28 $  38.20    5.4    8.0
</TABLE>


See footnotes on page ___.

<TABLE>
                                    

SELECTED FINANCIAL AND                DOMESTIC CABLE AND BROADBAND
OPERATING HIGHLIGHTS
(UNAUDITED)
<CAPTION>
<S>                               <C>      <C>      <C>      <C>    

                                    Six Months Ended
                                        June 30,        %     % Chg
Dollars in millions                   1998     1997  Change   Norm
- ----------------------              -------- ------------------------
Domestic Cable &
 Broadband Results
Revenues
 Basic cable                       $    847 $    752   12.6
 Premium                                159      163   (2.5)
 Pay-per-view                            24       30  (20.0)
 Advertising                             71       58   22.4
 Equip. & Install.                       84       73   15.1
 Other                                  (14)       2    -
                                   -------------------
  Total core cable (5)                1,171    1,078    8.6    8.9

 New products                            21       10    -
 Primestar                               34       49  (30.6)
                                   -------------------
  Total Revenue (5)                $  1,226 $  1,137    7.8    9.9
                                   -------------------
Operating Cash Flow (4)
 Core cable (5)                    $    537 $    492    9.1    8.3
 Primestar                                4        8  (50.0)
 Other                                  (62)     (37)  67.6
                                   -------------------
  Total Oper. Cash Flow (5)        $    479 $    463    3.5    3.7
                                   -------------------
Operating Cash Flow Margins
 Core cable                            45.9%    45.6%
 Total                                 39.1%    40.7%

Operating & Financial
 Highlights
Homes passed
 (thousands) (5)                      8,430    8,395    0.4    2.1
Subscribers
 (thousands):
 Basic cable (5)                      4,933    4,937   (0.1)   1.5
 Primestar                               -       158    -
Basic pen.                             58.5%    58.8%
Premium units
 (thousands)                          4,034    3,887    3.8
Premium/Basic                          81.8%    78.7%
High speed data
 cust. (actual)                      40,600    6,400    -
Core cbl. mnly.
 rev./avg. sub (actual) (5)        $  39.73 $  37.34    6.4    8.9
</TABLE>


See footnotes on page ___.



<TABLE>

                                     
SELECTED PROPORTIONATE                      MediaOne Group, Inc. (1)
FINANCIAL DATA
(UNAUDITED)
<CAPTION>
<S>                   <C>    <C>     <C>     <C>       <C>    <C>

                         Quarter Ended Six Months Ended  Normalized
                            June 30,       June 30,     % Change(5)
Dollars in millions      1998    1997    1998    1997    Qtr    Ytd
- ------------------------------------------------------------- ------
Proportionate Revenues -
 Continuing Operations
  Cable & broadband
    Domestic           $ 1,335 $ 1,281 $ 2,696 $ 2,496    6.5    9.0
    International           78     118     150     226   25.8   25.0
  Int'l wireless           263     180     509     324   46.1   57.1
  Corporate                  5       2      10       7    -     42.9
  Other                     21      48      32      77  (16.0)   -
                       --------------------------------
    Current oper.        1,702   1,629   3,397   3,130   11.8   14.9

  Domestic wireless         19     343     354     652    -      -
                       --------------------------------
      Total            $ 1,721 $ 1,972 $ 3,751 $ 3,782   11.8   14.9
                       ================================
Proportionate Operating
 Cash Flow - Continuing
 Operations (4)
  Cable & broadband
    Domestic           $   445 $   402 $   873 $   792   11.3   10.3
    International           -       11       3      20    -      -
  Int'l wireless            51       7      65      (3)   -      -
  Corporate                (20)    (18)    (30)    (22)  11.1   36.4
  Other                      3      -       -       (9)   -      -
                       --------------------------------
    Current oper.          479     402     911     778   24.1   20.8

  Domestic wireless          6     111     114     212    -      -
                       --------------------------------
      Total            $   485 $   513 $ 1,025 $   990   24.1   20.8
                       ================================
</TABLE>

The actual percent change for revenues from current operations of
4.5% and 8.5% for the quarter and six months ended June 30, 1998
include the one time effects of acquisitions and dispositions.

The actual percent change for operating cash flow from current
operations of 19.2% and 17.1% for the quarter and six months ended
June 30, 1998 include the one time effects of acquisitions and
dispositions.

See footnotes on page ___.


                                       
                                          MediaOne Group, Inc. (1)

NOTES
- -----
(1)  Prior to June 12, 1998, MediaOne Group, Inc. was known as
U S WEST, Inc. ("Old USW"), and conducted its businesses through
two groups:  the U S WEST Media Group and the U S WEST
Communications Group.  On June 12, 1998, Old USW separated its
businesses into two independent companies.  It contributed the
businesses of U S WEST Communications Group and the domestic
directories business of U S West Media Group to a wholly owned
subsidiary and distributed the stock to its shareholders.  Old
USW was renamed "MediaOne Group, Inc." and continues to operate
the businesses previously attributed to U S WEST Media Group,
other than the domestic directories business.

(2)  Represents the operations previously attributed to U S WEST
Communications Group and the domestic directories business of
U S West Media Group.

(3)  Represents the difference between the fair market value and
book value of New U S WEST, net of separation costs.  The
distribution of the New U S WEST shares was recorded as a
dividend at fair market value on June 12, 1998.

(4)  Operating cash flow represents earnings before interest,
taxes, depreciation and amortization.

(5)  Normalized percent change excludes the one time effects
of acquisitions and dispositions.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     MediaOne Group, Inc.
     Financial Data Schedule
</LEGEND>
<CIK>                         0000732718                    
<NAME>                        MediaOne Group, Inc.
       
<S>                             <C>               <C>
<PERIOD-TYPE>                   3-MOS             6-MOS                
<FISCAL-YEAR-END>               DEC-31-1998       DEC-31-1998          
<PERIOD-START>                  JAN-01-1998       JAN-01-1998            
<PERIOD-END>                    MAR-31-1998       JUN-30-1998
<CASH>                                  384               384
<SECURITIES>                              0                 0
<RECEIVABLES>                           376               376
<ALLOWANCES>                              0                 0
<INVENTORY>                               8                 8
<CURRENT-ASSETS>                        880               880
<PP&E>                                4,161             4,161
<DEPRECIATION>                          782               782
<TOTAL-ASSETS>                       25,389            25,389
<CURRENT-LIABILITIES>                 3,084             3,084
<BONDS>                               3,040             3,040
                   661               661
                             924               924
<COMMON>                             10,515            10,515
<OTHER-SE>                            1,565             1,565
<TOTAL-LIABILITY-AND-EQUITY>         25,389            25,389
<SALES>                                 641             1,613
<TOTAL-REVENUES>                        641             1,613
<CGS>                                     0                 0
<TOTAL-COSTS>                             0                 0
<OTHER-EXPENSES>                        694               694
<LOSS-PROVISION>                          0                 0
<INTEREST-EXPENSE>                      143               143
<INCOME-PRETAX>                       3,716             3,388
<INCOME-TAX>                          1,542             1,436
<INCOME-CONTINUING>                   2,174             1,952
<DISCONTINUED>                       24,774            25,208
<EXTRAORDINARY>                        (333)             (333)
<CHANGES>                                 0                 0     
<NET-INCOME>                         26,615            26,827
<EPS-PRIMARY>                         43.19             42.98
<EPS-DILUTED>                         40.27             40.12
        


</TABLE>


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