-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NpQdjJ0wHqrKUvfPX4bKg8NWc0P6yzYbp6tpo5VNfGtr17XtJQZYyES9CXXmN6iM JQPuSOSxJRJKO/Bq3vuQtA== 0000732718-96-000020.txt : 19960213 0000732718-96-000020.hdr.sgml : 19960213 ACCESSION NUMBER: 0000732718-96-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US WEST INC CENTRAL INDEX KEY: 0000732718 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840926774 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611 FILM NUMBER: 96515737 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936629 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 FORM 8-K 2-12-96 3 8K.DOC 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: February 12, 1996 U S WEST, Inc.
A Delaware Commission File IRS Employer Identification Corporation Number 1-8611 No. 84-0926774
7800 East Orchard Road, Englewood, Colorado 80111 Telephone Number (303) 793_6500 Item 7. Exhibits Exhibit Description 27 Financial Data Schedule. 99A Press Release issued February 12, 1996 concerning the earnings results of U S WEST Communications Group for the year ending December 31, 1995. 99A.1 Unaudited Combined Statements of Income of U S WEST Communications Group for the quarters and years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.2 Unaudited Selected Combined Group Data of Company for the quarters and years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.3 Unaudited Combined Balance Sheets of U S WEST Communications Group for years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.4 Unaudited Combined Statements of Cash Flows of U S WEST Communications Group for the years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.5 Unaudited Statements of Income of U S WEST Communications Group for the quarters and years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.6 Unaudited Consolidated Statements of Income of U S WEST, Inc. for the quarters and years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.7 Unaudited Consolidated Balance Sheets of U S WEST, Inc. for the years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99A.8 Unaudited Consolidated Statements of Cash Flows of U S WEST, Inc. for the years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99B Press Release issued February 12, 1996 concerning the earnings results of U S WEST Media Group for the year ending December 31, 1995. 99B.1 Unaudited Combined Statements of Income of U S WEST Media Group for the quarters and years ended December 31, 1994 and 1995, filed in connection with the Press Release dated February 12, 1996. 99B.2 Unaudited Selected Combined Group Data of U S WEST Media Group for the quarters and years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99B.3 Unaudited Combined Balance Sheets of U S WEST Media Group for the years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99B.4 Unaudited Combined Statements of Cash Flows of U S WEST Media Group for the years ended December 31, 1994 and December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 99B.5 Unaudited Selected Proportionate Data of U S WEST Media Group for the quarter ended December 31, 1995, filed in connection with the Press Release dated February 12, 1996. 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 Assistant Secretary Dated: February 12, 1996 EX-99 2 USWCG PRESS RELEASE U S WEST COMMUNICATIONS GROUP 1995 EARNINGS 3 1 EXHIBIT 99A Release Date: February 12, 1996 Contact: Becky Winning (303) 793-6367 Lois Leach (303) 793-6355 U S WEST COMMUNICATIONS GROUP REPORTS STRONG REVENUE GROWTH AND RECORD TELEPHONE ACCESS LINE GROWTH ENGLEWOOD, Colo. - U S WEST Communications Group (NYSE:USW) today reported strong growth in revenue and record growth in telephone access lines for the year ending Dec. 31, 1995. However, as expected, aggressive investments in improving customer service limited growth in earnings for the year. Operational highlights for the year include: - - REVENUES of $9.5 billion, an increase of 3.4 percent compared with 1994. Revenue growth was driven by strong sales of new products, improved market penetration of value-added services and record growth in access lines. - - EBITDA -- earnings before interest, taxes, depreciation and amortization -- of $4.2 billion, an increase of 4.8 percent compared with the prior year. - - REPORTED NET INCOME of $1.2 billion, up 2.3 percent compared with the same period a year ago. Income includes gains associated with the sale of selected rural telephone exchanges, expenses associated with the creation of targeted stock and extraordinary charges related to the early retirement of debt. Adjusted to exclude these one-time items, net income was $1.1 billion, an increase of 0.7 percent compared with 1994 net income (adjusted for the sale of rural exchanges.) - - REPORTED EARNINGS PER SHARE (EPS) of $2.50 for the year, down 1.2 percent from $2.53 for the same period a year earlier. EPS includes a gain of 18 cents per share associated with the sale of selected rural exchanges and expenses of 3 cents per share related to the creation of targeted stock and extraordinary after-tax charges related to the early retirement of debt. Adjusted to exclude these one-time items, EPS was $2.35, down 2.9 percent from 1994 EPS (adjusted for the sale of rural exchanges) of $2.42. The decline in EPS is primarily the result of the issuance of approximately 13 million additional shares during December, 1994. - - SUBSCRIBER GROWTH - The number of telephone access lines served in U S WEST Communications Group's 14-state region increased to 14.8 million. Excluding the sale of selected rural telephone exchanges, the number of access lines increased 4.2 percent compared with 1994. This is the highest annual access line growth rate in the history of the company. - - MINUTES OF USE, an indicator of long-distance calling volume, grew by 9.6 percent compared with the prior year. This is the fourth consecutive year that the growth rate for minutes of use has increased. "Our 1995 results demonstrate our ability to drive strong top-line growth," said Sol Trujillo, president and CEO of U S WEST Communications Group. "They also reflect our intense commitment to meeting the changing needs of our customers. "Net income was affected by higher expenses related to contract labor and overtime as we worked to enhance customer service and accommodate strong growth in our region," Trujillo noted. "However, thanks to these concerted efforts, service is improving, and we intend to reduce contract and overtime expenses in 1996. "These results also underscore the unique geographic and demographic attributes of our region," Trujillo said. "Our growth is spread throughout our 14-state territory and the majority of our access line growth came from outside our top-five metro areas. "We continue to see accelerating demand for additional lines, vertical services and high-speed data-services throughout our territory, and we intend to capitalize on continued growth in 1996," he added. Other U S WEST Communications Group highlights for the year include: - Revenues from !NTERPRISE, the company's high-speed data networking services, nearly doubled in 1995 to more than $100 million. - - Revenues from CLASS services, such as Caller ID and Call Waiting, more than doubled in 1995 and revenues from Voice Messaging Services increased nearly 30 percent. Combined revenue for these services totaled nearly $200 million for the year. At year-end, penetration rates for Caller ID, Call Waiting and Voice Messaging Services were 12.3 percent, 33.2 percent and 12.7 percent, respectively. - - TeleChoice (Registered Trademark), an interactive cable TV platform currently being tested in Omaha, captured a 30-percent share of cable homes in the test area in only four months. This demonstrates the strength of the U S WEST brand in competitive situations in new markets. U S WEST Communications Group provides telecommunications and high-speed data services to more than 25 million customers in 14 western and midwestern states. The company is one of two major groups that make up U S WEST. U S WEST is in the connections business, helping customers share information, entertainment and communications services in local markets worldwide. U S WEST's other major group, U S WEST Media Group (NYSE:UMG), is involved in domestic and international cable and wireless networks, directory publishing and interactive multimedia services. U S WEST Media Group also released year-end results today. # # # EX-99 3 USWCG COMBINED SOI 1 EXHIBIT 99A.1 COMBINED STATEMENTS OF INCOME U S WEST COMMUNICATIONS GROUP (UNAUDITED)
Quarter Ended Year Ended December 31, % December 31, % In millions 1995 1994 Change 1995 1994 Change - ------------------------------ ------- -------------- ------- ------- OPERATING REVENUES Local service $1,113 $1,032 7.8 $4,344 $4,067 6.8 Interstate access 604 578 4.5 2,378 2,269 4.8 Intrastate access 189 188 0.5 747 729 2.5 Long-distance network 298 310 (3.9) 1,189 1,329 (10.5) Other services 235 218 7.8 826 782 5.6 ---------------- ---------------- Total operating revenue 2,439 2,326 4.9 9,484 9,176 3.4 ---------------- ---------------- OPERATING EXPENSES Employee-related 862 804 7.2 3,341 3,215 3.9 Other operating 444 424 4.7 1,543 1,547 (0.3) Taxes other than income taxes 74 87 (14.9) 380 388 (2.1) Depreciation & amort. 528 488 8.2 2,042 1,908 7.0 ---------------- ---------------- Total operating expenses 1,908 1,803 5.8 7,306 7,058 3.5 ---------------- ---------------- Income from operations 531 523 1.5 2,178 2,118 2.8 Interest expense 112 99 13.1 427 376 13.6 Gain on sales of rural telephone exchanges 24 34 (29.4) 136 82 65.9 Other expense - net 11 - - 41 21 95.2 ---------------- ---------------- Income before income taxes and extraordinary item 432 458 (5.7) 1,846 1,803 2.4 Income taxes 148 159 (6.9) 662 653 1.4 ---------------- ---------------- Income before extra- ordinary item 284 299 (5.0) 1,184 1,150 3.0 Extraordinary item: Early extinguishment of debt, net of tax (3) - - (8) - - ---------------- ---------------- NET INCOME $281 $299 (6.0) $1,176 $1,150 2.3 ================ ================
2 EXHIBIT 99A.1 (cont'd.) COMBINED STATEMENTS OF INCOME U S WEST COMMUNICATIONS GROUP (UNAUDITED)
Quarter Ended Year Ended In millions, except December 31, % December 31, % per share amounts 1995 1994 Change 1995 1994 Change - ------------------------------ ------- -------------- ------- ------- Pro forma average common shares outstanding (#1) 472.6 460.1 2.7 470.7 453.3 3.8 ================ ================ Pro forma earnings per common share: (#1) Income before $0.60 0.65 (7.7) $2.52 2.53 (0.4) extraordinary item Extraordinary item (0.01) - - (0.02) - - ---------------- ---------------- Pro forma earnings per common share $0.59 $0.65 (9.2) $2.50 $2.53 (1.2) ================ ================ #1: Effective November 1, 1995, each share of U S WEST, Inc. common stock was converted into one share each of U S WEST Communi- cations Group common stock and U S WEST Media Group common stock. Earnings per common share have been presented on a pro forma basis to reflect the two classes of stock as if they were outstanding since January 1, 1994. For periods prior to the recapitalization the average common shares outstanding used in the earnings per average common share for the two classes of stock are assumed to be equal to the average common shares outstanding for U S WEST,Inc.
EX-99 4 USWCG SELECTED COMBINED GROUP DATA EXHIBIT 99A.2 SELECTED COMBINED GROUP DATA U S WEST COMMUNICATIONS GROUP (UNAUDITED)
Dollars in Quarter Ended Year Ended millions, except December 31, % December 31, % per share amounts 1995 1994 Change 1995 1994 Change - ---------------------------- ------- ------ ------- ------- ------ EBITDA (#1) $1,059 $1,011 4.7 $4,220 $4,026 4.8 EBITDA margin 43.4% 43.5% - 44.5% 43.9% - Capital expenditures $816 $721 13.2 $2,739 $2,477 10.6 Return on equity (#2) 34.2% 40.6% - 35.6% 39.0% - Debt-to-capital ratio: Communications Grp 66.0% 65.8% - 66.0% 65.8% - Telephone operations only 63.1% 60.9% - 63.1% 60.9% - Employees: Communications Grp 50,825 51,402 (1.1) 50,825 51,402 (1.1) Telephone operations only 47,934 47,493 0.9 47,934 47,493 0.9 Common shares outstanding (#3) 473.6 469.3 0.9 473.6 469.3 0.9 Pro forma dividends per share $0.535 $0.535 - $2.14 $2.14 - Access lines (thousands) (#4): Business 4,299 4,079 5.4 4,299 4,079 5.4 Consumer 10,548 10,257 2.8 10,548 10,257 2.8 Total access lines 14,847 14,336 3.6 14,847 14,336 3.6 Billed access minutes of use (millions): Interstate 12,300 11,331 8.6 47,801 43,768 9.2 Intrastate 2,516 2,225 13.1 9,504 8,507 11.7 Total minutes of use 14,816 13,556 9.3 57,305 52,275 9.6 # 1: Earnings before interest, taxes, depreciation, amortization, and other (EBITDA). EBITDA also excludes gain on asset sales. # 2: Based on income before extraordinary item. # 3: Effective November 1, 1995, each share of U S WEST, Inc. common stock was converted into one share each of U S WEST Communi- cations Group common stock and U S WEST Media Group common stock. The common shares outstanding at December 31, 1994 are presented on a pro forma basis and assumed to be equal to the common shares outstanding for U S WEST, Inc. # 4: Access line growth excluding rural exchange sales was 4.2%.
EX-99 5 USWCG COMBINED BAL. SHEETS EXHIBIT 99A.3 COMBINED BALANCE SHEETS U S WEST COMMUNICATIONS GROUP (UNAUDITED)
Year Ended December 31, In millions 1995 1994 - ---------------------------------------- ------------------------- ASSETS Current assets: Cash and cash equivalents $172 $116 Accounts and notes receivable 1,617 1,500 Inventories and supplies 193 166 Deferred tax asset 259 300 Other 51 56 ------------------------- Total current assets 2,292 2,138 ------------------------- Property, plant and equipment - net 13,529 13,041 Other assets 764 765 ------------------------- Total assets $16,585 $15,944 ========================= LIABILITIES AND EQUITY Current liabilities: Short-term debt $1,065 $1,608 Accounts payable 851 888 Dividends payable 254 250 Other 1,437 1,462 ------------------------- Total current liabilities 3,607 4,208 ------------------------- Long-term debt 5,689 4,516 Postretirement and other postemployment benefit obligations 2,351 2,427 Deferred taxes, credits and other 1,462 1,614 Communications Group equity 3,476 3,179 ------------------------- Total liabilities and equity $16,585 $15,944 =========================
EX-99 6 USWCG COMBINED SOCF EXHIBIT 99A.4 COMBINED STATEMENTS OF U S WEST COMMUNICATIONS GROUP CASH FLOWS (UNAUDITED)
Year Ended December 31, In millions 1995 1994 - -------------------------------------------------------------------- OPERATING ACTIVITIES Net income $1,176 $1,150 Adjustments to net income: Depreciation and amortization 2,042 1,908 Deferred income taxes and amortization of investment tax credits 172 226 Gain on sales of rural telephone exchanges (136) (82) Postretirement medical and life costs, net of cash fundings (90) (197) Changes in operating assets and liabilities: Restructuring payments (315) (279) Accounts and notes receivable (117) (64) Inventories, supplies and other (51) (29) Accounts payable and accrued liabilities 7 (147) Other - net 31 23 - -------------------------------------------------------------------- Cash provided by operating activities 2,719 2,509 - -------------------------------------------------------------------- INVESTING ACTIVITIES Expenditures for property, plant and equipment (2,462) (2,254) Proceeds from sales of rural telephone exchanges 214 93 Proceeds from (payments on) disposals of property, plant and equipment (18) 3 Other - net (2) 2 - -------------------------------------------------------------------- Cash (used for) investing activities (2,268) (2,156) - -------------------------------------------------------------------- FINANCING ACTIVITIES Net (repayments of) proceeds from short-term debt (832) 344 Proceeds from issuance of long-term debt 1,647 326 Repayments of long-term debt (334) (285) Dividends paid on common stock (926) (886) Proceeds from issuance of equity 50 208 - -------------------------------------------------------------------- Cash (used for) financing activities (395) (293) - -------------------------------------------------------------------- CASH AND CASH EQUIVALENTS Increase 56 60 Beginning balance 116 56 - -------------------------------------------------------------------- Ending balance $172 $116 ====================================================================
EX-99 7 USWCG SOI EXHIBIT 99A.5 STATEMENTS OF INCOME U S WEST COMMUNICATIONS, Inc. (UNAUDITED)
Quarter Ended Year Ended December 31, % December 31, % In millions 1995 1994 Change 1995 1994 Change - ------------------------------ ------- -------------- ------- ------- OPERATING REVENUES Local service $1,113 $1,032 7.8 $4,344 $4,067 6.8 Interstate access 604 578 4.5 2,378 2,269 4.8 Intrastate access 189 188 0.5 747 729 2.5 Long-distance network 298 310 (3.9) 1,189 1,329 (10.5) Other services 171 162 5.6 626 604 3.6 ---------------- ---------------- Total operating revenue 2,375 2,270 4.6 9,284 8,998 3.2 ---------------- ---------------- OPERATING EXPENSES Employee-related 802 723 10.9 3,079 2,930 5.1 Other operating 428 454 (5.7) 1,587 1,653 (4.0) Taxes other than income taxes 72 84 (14.3) 371 378 (1.9) Depreciation & amort. 523 481 8.7 2,022 1,887 7.2 ---------------- ---------------- Total operating expenses 1,825 1,742 4.8 7,059 6,848 3.1 ---------------- ---------------- Income from operations 550 528 4.2 2,225 2,150 3.5 Interest expense 102 88 15.9 386 331 16.6 Gain on sales of rural telephone exchanges 24 34 (29.4) 136 82 65.9 Other income (expense) - net (15) 3 - (58) (20) - ---------------- ---------------- Income before income taxes and extraordinary item 457 477 (4.2) 1,917 1,881 1.9 Income taxes 155 179 (13.4) 698 706 (1.1) ---------------- ---------------- Income before extra- ordinary item 302 298 1.3 1,219 1,175 3.7 Extraordinary item: Early extinguishment of debt, net of tax (3) - - (8) - - ---------------- ---------------- NET INCOME $299 $298 0.3 $1,211 $1,175 3.1 ================ ================
EX-99 8 USW CONSOL. SOI 1 EXHIBIT 99A.6 CONSOLIDATED STATEMENTS OF U S WEST, Inc. INCOME (UNAUDITED)
Quarter Ended Year Ended December 31, % December 31, % In millions 1995 1994 Change 1995 1994 Change - ------------------------------ ------- -------------- ------- ------ SALES & OTHER REVENUES $3,060 $2,839 7.8 $11,746 $10,953 7.2 OPERATING EXPENSES Employee-related 1,089 957 13.8 4,071 3,779 7.7 Other operating 662 676 (2.1) 2,323 2,203 5.4 Taxes other than income taxes 86 90 (4.4) 416 412 1.0 Depreciation & amort. 596 533 11.8 2,291 2,052 11.6 ---------------- --------------- Total operating expense 2,433 2,256 7.8 9,101 8,446 7.8 ---------------- --------------- Income from operations 627 583 7.5 2,645 2,507 5.5 Interest expense 123 119 3.4 527 442 19.2 Equity losses in unconsol. ventures 79 38 - 207 121 71.1 Gain on merger of joint ven. interest 157 - - 157 - - Gains on asset sales: Partial sale of joint venture interest - 164 - - 164 - Rural tele. exchanges 24 34 (29.4) 136 82 65.9 Paging assets - - - - 68 - Guaranteed minority interest expense 12 - - 14 - - Other income (expense) - net (30) 14 - (36) 25 - ---------------- --------------- Income before income taxes and extra- ordinary item 564 638 (11.6) 2,154 2,283 (5.7) Income taxes 208 229 (9.2) 825 857 (3.7) ---------------- --------------- Income before extra- ordinary item 356 409 (13.0) 1,329 1,426 (6.8) Extraordinary item: Early extinguishment of debt, net of tax (3) - - (12) - - ---------------- --------------- NET INCOME 353 409 (13.7) 1,317 1,426 (7.6) Preferred dividends - - - 3 - - ---------------- --------------- EARNINGS AVAILABLE FOR COMMON STOCK $353 $409 (13.7) $1,314 $1,426 (7.9) ================ ===============
2 EXHIBIT 99A.6 (cont'd.) CONSOLIDATED STATEMENTS OF U S WEST, Inc. INCOME (UNAUDITED)
Quarter Ended Year Ended In millions, except December 31, % December 31, % per share amounts 1995 1994 Change 1995 1994 Change - ------------------------------ ------- -------------- ------ ------ COMMUNICATIONS GROUP: Pro forma average common shares outstanding (#1) 472.6 460.1 2.7 470.7 453.3 3.8 ================ =============== Pro forma earnings per common share: (#1) Income before extraordinary item $0.60 $0.65 (7.7) $2.52 $2.53 (0.4) Extraordinary item (0.01) - - (0.02) - - ---------------- --------------- Pro forma earnings per common share $0.59 $0.65 (9.2) $2.50 $2.53 (1.2) ================ =============== MEDIA GROUP: Pro forma average common shares outstanding (#1) 472.0 460.1 2.6 470.5 453.3 3.8 ================ =============== Pro forma earnings per common share: (#1) Income available for common stock before extraordinary item $0.15 $0.24 (37.5) $0.30 $0.61 (50.8) Extraordinary item - - - (0.01) - - ---------------- --------------- Pro forma earnings per common share $0.15 $0.24 (37.5) $0.29 $0.61 (52.5) ================ =============== #1 Effective November 1, 1995, each share of U S WEST, Inc. common stock was converted into one share each of U S WEST Communi- cations Group common stock and U S WEST Media Group common stock. Earnings per common share have been presented on a pro forma basis to reflect the two classes of stock as if they were outstanding since January 1, 1994. For periods prior to the recapitalization the average common shares outstanding used in the earnings per average common share for the two classes of stock are assumed to be equal to the average common shares outstanding for U S WEST, Inc.
3 EXHIBIT 99A.6 (cont'd.) CONSOLIDATED STATEMENTS OF U S WEST, Inc. INCOME (UNAUDITED)
Dollars in millions, Quarter Ended Year Ended except per share December 31, % December 31, % amounts 1995 1994 Change 1995 1994 Change - ------------------------------ ------- -------------- ------- ------ U S WEST, Inc. Average common shares outstanding (#1) - 460.1 - - 453.3 - ================ ================ Earnings per common share (#1) - $0.89 - - $3.14 - ================ ================ SELECTED CONSOLIDATED DATA U S WEST, Inc. Capital $957 $862 11.0 $3,140 $2,820 11.3 expenditures Debt-to-capital 50.7% 51.8% - 50.7% 51.8% - ratio (#2) Employees 61,047 61,505 (0.7) 61,047 61,505 (0.7) #1 Effective November 1, 1995, each share of U S WEST, Inc. common stock was converted into one share each of U S WEST Communi- cations Group common stock and U S WEST Media Group common stock. Average common shares and per common share data for 1995 are presented on a Group basis only. #2 Ratio includes preferred securities as a component of total capital. Including debt related to the net investment in assets held for sale, the 1995 and 1994 ratios are 52.9% and 55.5%, respectively.
EX-99 9 USW CONSOL. BAL. SHEETS EXHIBIT A.7 CONSOLIDATED BALANCE SHEETS U S WEST, Inc. (UNAUDITED)
Year Ended December 31, In millions 1995 1994 - --------------------------------------- ------------------------- ASSETS Current assets: Cash and cash equivalents $192 $209 Accounts and notes receivable 1,886 1,693 Inventories and supplies 227 189 Deferred tax asset 282 352 Other 322 323 ------------------------- Total current assets 2,909 2,766 ------------------------- Property, plant and equipment - net 14,677 13,997 Investment in Time Warner Entertainment 2,483 2,522 Intangible assets - net 1,798 1,858 Investment in international ventures 1,511 881 Net investment in assets held for sale 429 302 Other assets 1,264 878 ------------------------- Total assets $25,071 $23,204 ========================= LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Short-term debt $1,901 $2,837 Accounts payable 975 944 Dividends payable 254 251 Other payables 1,922 1,982 ------------------------- Total current liabilities 5,052 6,014 ------------------------- Long-term debt 6,954 5,101 Postretirement and other postemployment benefit obligations 2,433 2,502 Deferred taxes, credits and other 2,033 2,154 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely Company- guaranteed debentures 600 - Preferred stock subject to mandatory redemption 51 51 Common shareowners' equity: Common shares 8,228 8,056 Cumulative deficit (115) (458) LESOP guarantee (127) (187) Foreign currency translation adjustments (38) (29) ------------------------- Total common shareowners' equity 7,948 7,382 ------------------------- Total liabilities & shareowners' equity $25,071 $23,204 =========================
EX-99 10 USW CONSOL. SOCF EXHIBIT 99A.8
CONSOLIDATED STATEMENTS OF U S WEST, Inc. CASH FLOWS (UNAUDITED) Year Ended December 31, In millions 1995 1994 - --------------------------------------------------------------------- OPERATING ACTIVITIES Net income $1,317 $1,426 Adjustments to net income: Depreciation and amortization 2,291 2,052 Deferred income taxes and amortization of investment tax credits 274 373 Equity losses in unconsolidated ventures 207 121 Gain on merger of joint venture interest (157) - Gain on partial sale of joint ven. interest - (164) Gain on sales of rural telephone exchanges (136) (82) Gain on sale of paging assets - (68) Postretire. med. & life costs, net of cash fundings (24) (5) Changes in operating assets and liabilities: Restructuring payments (334) (289) Accounts and notes receivable (169) (104) Inventories, supplies and other (79) (81) Accounts payable and accrued liabilities 54 (4) Other - net 185 72 - --------------------------------------------------------------------- Cash provided by operating activities 3,429 3,247 - --------------------------------------------------------------------- INVESTING ACTIVITIES Expenditures for property, plant and equipment (2,834) (2,603) Investment in international ventures (681) (350) Investment in Atlanta Cable Properties - (745) Proceeds from disposals of property, plant & equip. 201 96 Proceeds from sale of paging assets - 143 Other - net (201) (119) - --------------------------------------------------------------------- Cash (used) for investing activities (3,515) (3,578) - --------------------------------------------------------------------- FINANCING ACTIVITIES Net(repayments of) proceeds from short-term debt (1,281) 1,280 Proceeds from issuance of long-term debt 2,732 251 Repayments of long-term debt (1,058) (526) Proceeds from issuance of trust originated preferred securities 581 - Dividends paid (929) (886) Proceeds from issuance of common stock 87 364 Proceeds from issuance of preferred stock - 50 Purchase of treasury stock (63) (20) - --------------------------------------------------------------------- Cash provided by financing activities 69 513 - --------------------------------------------------------------------- Cash (used for) provided by continuing operations (17) 182 - --------------------------------------------------------------------- Cash (to) discontinued operations - (101) - --------------------------------------------------------------------- CASH AND CASH EQUIVALENTS (Decrease) Increase (17) 81 Beginning balance 209 128 - --------------------------------------------------------------------- Ending balance $192 $209 ===================================================================== Note: Certain reclassifications within the financial statements have been made to comform to the current year presentation.
EX-99 11 MEDIA PRESS RELEASE 3 END OF YEAR RESULTS (MORE) Release Date: February 12, 1996 Contact: Bruce Amundson (303) 793-6296 Lois Leach (303) 793-6355 U S WEST MEDIA GROUP REPORTS DOUBLE-DIGIT REVENUE, EBITDA GROWTH ENGLEWOOD, Co. - U S WEST Media Group (NYSE:UMG) today reported double_digit revenue and EBITDA growth for the year ending December 31, 1995, as its domestic cable, wireless and directory publishing operations all produced solid results. Adjusting for the purchase of MediaOne properties in Atlanta and the sale of paging assets, Media Group reported: - - Proportionate revenues of $5.1 billion, a 17 percent increase when compared with 1994 results. - - Proportionate EBITDA - earnings before interest, taxes, depreciation and amortization - of $1.15 billion, a 17 percent increase when compared with $986 million last year. "I'm extremely pleased by the results produced by each of our lines of business," said Chuck Lillis, U S WEST Media Group president and chief executive officer. "The fact that so many of our businesses lead their industry in key measurements demonstrates we have developed the right strategies and are successfully executing them." Lillis highlighted the performances of U S WEST Cellular, the company's domestic cellular operation, and U S WEST Direct. U S WEST Cellular outpaced industry growth rates for subscribers, EBITDA and net income. U S WEST Direct, the directory publishing operation, led its industry in revenue growth for the fifth consecutive year. Media Group also reported solid subscriber growth from its domestic cable properties and international ventures. MediaOne in Atlanta increased its customer base by 6.7 percent, nearly twice the industry average. The number of customers served by international ventures grew by more than 100 percent. Net income for 1995 was $141 million. Excluding a gain on the TeleWest_SBC CableComms merger, an extraordinary charge and expenses associated with the targeted stock transaction, net income was $59 million. For the year, Media Group reported pro forma earnings per share of 29 cents. Results for individual lines of business during 1995 include the following highlights. WIRELESS On a proportionate basis, U S WEST Cellular, Media Group's DOMESTIC WIRELESS operation, finished the year with: - - 1.34 million subscribers, a 64 percent increase when compared with 1994 results. The company's continued push into the consumer retail market contributed to this strong growth. - - Revenue from cellular service and equipment of $824 million compared with $634 million last year for a 30 percent increase. - - EBITDA of $231 million, a 55 percent increase when compared with last year's $149 million. - - EBITDA margin of 32 percent compared with 28 percent last year. Media Group's INTERNATIONAL wireless joint ventures serve 308,000 subscribers on a proportionate basis. This represents an 82 percent increase when compared with last year. - - The company's Eastern European wireless operations contributed significantly to this increase, ending the year with 110,000 subscribers on a proportionate basis. This represents a 67 percent increase when compared with last year. Media Group also operates, or has licenses to provide, wireless service in the United Kingdom, India, Poland and Russia. DIRECTORY AND INFORMATION SERVICES Consolidated highlights for U S WEST Direct, Media Group's DIRECTORY PUBLISHING BUSINESS, include: - - Revenues of $1.03 billion, a six percent increase when compared with $965 million in 1994. - - EBITDA of $519 million, a nine percent increase from last year. - - Net income of $307 million, a 10 percent increase when compared with $279 million last year. CABLE AND TELEPHONY In DOMESTIC CABLE TV markets, Media Group served nearly three million proportionate subscribers at year end. In addition to strong customer growth, other highlights include: - - MediaOne generated $215 million in revenue and $100 million in EBITDA. - - Media Group's investment in the Time Warner Entertainment (TWE) partnership generated $2.45 billion in proportionate revenue and $489 million in proportionate EBITDA. In INTERNATIONAL CABLE TV markets, Media Group increased its proportionate subscriber base to 696,000 customers compared with 226,000 last year. Excluding the TeleWest_SBC merger, and purchase of the Czech and KTA cable systems, this represents a 15 percent increase when compared with last year. U S WEST Communications Group also released year end results today. U S WEST Media Group is involved in domestic and international cable and wireless networks, directory publishing and interactive multimedia services. U S WEST Media Group is one of two major groups that make up U S WEST. ### EX-99 12 MEDIA COMBINED SOI 1 EXHIBIT 99B.1 COMBINED STATEMENTS OF INCOME U S WEST MEDIA GROUP (UNAUDITED)
Quarter Ended Year Ended December 31, % December 31, % In millions 1995 1994 Change 1995 1994 Change - ------------------------------ ------- ------ ------- ------ ------ SALES AND OTHER REVENUES Multimedia content & services $324 $301 7.6 $1,180 $1,075 9.8 Wireless communications 265 218 21.6 941 781 20.5 Cable & telecomm. 50 18 - 215 18 - Other 10 12 (16.7) 38 34 11.8 ------- ------- ------ ------- Total revenues 649 549 18.2 2,374 1,908 24.4 ------- ------- ------ ------- OPERATING EXPENSES Costs of sales 233 179 30.2 772 612 26.1 Selling, general and administrative 252 265 (4.9) 886 763 16.1 Depreciation & amort. 68 45 51.1 249 144 72.9 ------- ------- ------ ------- Total oper. expenses 553 489 13.1 1,907 1,519 25.5 ------- ------- ------ ------- Income from operations 96 60 60.0 467 389 20.1 Interest expense 11 20 (45.0) 100 66 51.5 Equity losses in unconsol. ventures 79 38 - 207 121 71.1 Gain on merger of joint ven. interest 157 - - 157 - - Gains on asset sales: Partial sale of joint ven. interest - 164 - - 164 - Paging assets - - - - 68 - Guaranteed minority interest expense 12 - - 14 - - Other income (expense) - net (19) 14 - 5 46 (89.1) ------- ------ ------- ------ Income before income taxes and extra- ordinary item 132 180 (26.7) 308 480 (35.8) Income taxes 60 70 (14.3) 163 204 (20.1) ------- ------ ------- ------ Income before extra- ordinary item 72 110 (34.5) 145 276 (47.5) Extraordinary item: Early extinguishment of debt, net of tax - - - (4) - - -------- ------ ------- ------ NET INCOME 72 110 (34.5) 141 276 (48.9) Preferred dividends - - - 3 - - -------- ------ ------- ------ EARNINGS AVAILABLE FOR COMMON STOCK $72 $110 (34.5) $138 $276 (50.0) ======== ====== ======= ======
2 EXHIBIT 99A.9 COMBINED STATEMENTS OF INCOME U S WEST MEDIA GROUP (UNAUDITED)
Quarter Ended Year Ended In millions, except December 31, % December 31, % per share amounts 1995 1994 Change 1995 1994 Change - --------------------- ------- ------- ------ ------ ------- ------- Pro forma average common shares outstanding (#1) 472.0 460.1 2.6 470.5 453.3 3.8 ======= ======= ====== ======= Pro forma earnings per common share: (#1) Income available for common stock before extraordinary $0.15 $0.24 (37.5) $0.30 $0.61 (50.8) item Extraordinary item - - - (0.01) - - ------- ------- ------ ------- Pro forma earnings per common share $0.15 $0.24 (37.5) $0.29 $0.61 (52.5) ======== ======= ======= ======= #1: Effective November 1, 1995, each share of U S WEST, Inc. common stock was converted into one share each of U S WEST Communi- cations Group common stock and U S WEST Media Group common stock. Earnings per common share have been presented on a pro forma basis to reflect the two classes of stock as if they were outstanding since January 1, 1994. For periods prior to the recapitalization the average common shares outstanding used in the earnings per average common share for the two classes of stock are assumed to be equal to the average common shares outstanding for U S WEST, Inc.
- 4 - EX-99 13 MEDIA SELECTED COMBINED GRP DATA EXHIBIT 99B.2 SELECTED COMBINED GROUP DATA (UNAUDITED) U S WEST MEDIA GROUP
Dollars in Quarter Ended Year Ended millions, statistics December 31, % December 31, % in thousands 1995 1994 Change 1995 1994 Change - --------------------------- ------- ------- ------- ------- ------- REVENUES U S WEST Direct $266 $255 4.3 $1,026 $965 6.3 Other directories 58 46 26.1 154 110 40.0 MediaOne 50 18 - 215 18 - NewVector: Service 230 179 28.5 845 633 33.5 Equipment 35 39 (10.3) 96 120 (20.0) Paging - - - - 28 - ---------------- ----------------- Total NewVector 265 218 21.6 941 781 20.5 Other 10 12 (16.7) 38 34 11.8 ---------------- ----------------- Total revenues $649 $549 18.2 $2,374 $1,908 24.4 EBITDA (#1) U S WEST Direct $135 $123 9.8 $519 $477 8.8 Other directories (19) (20) 5.0 (85) (51) (66.7) MediaOne 26 5 - 100 5 - NewVector: Cellular 51 42 21.4 268 180 48.9 Paging - - - - 12 - Other (29) (45) 35.6 (86) (90) 4.4 ---------------- ----------------- Total EBITDA $164 $105 56.2 $716 $533 34.3 OTHER DATA: U S WEST Direct (Yellow Pages) Net Income $82 $72 13.9 $307 $279 10.0 Advertisers 479 468 2.4 479 468 2.4 MediaOne (Atlanta Cable) Basic subscribers served 527 494 6.7 527 494 6.7 Homes passed 848 814 4.2 848 814 4.2 Basic penetration 62.1% 60.7% - 62.1% 60.7% - U S WEST NewVector (Wireless) Subscribers (consolidated) 1,463 968 51.1 1,463 968 51.1 Proportionate POPs managed (millions) 20.0 18.5 8.1 20.0 18.5 8.1 # 1: Earnings before interest, taxes, depreciation, amortization and other (EBITDA). EBITDA also excludes gains on asset sales, equity losses and guaranteed minority interest expense. Note: Certain reclassifications have been made to conform to the current year presentation.
EX-99 14 MEDIA COMBINED BAL. SHEETS EXHIBIT 99B.3 COMBINED BALANCE SHEETS U S WEST MEDIA GROUP (UNAUDITED)
Year Ended December 31, In millions 1995 1994 - ---------------------------------------- ------------------------- ASSETS Current assets: Cash and cash equivalents $20 $93 Accounts and notes receivable 287 212 Deferred directory costs 247 234 Receivable from Communications Group 106 109 Other assets 81 108 ------------------------- Total current assets 741 756 ------------------------- Property, plant and equipment - net 1,148 956 Investment in Time Warner Entertainment 2,483 2,522 Intangible assets - net 1,798 1,858 Investment in international ventures 1,511 881 Net investment in assets held for sale 429 302 Other assets 505 119 ------------------------- Total assets $8,615 $7,394 ========================= LIABILITIES AND EQUITY Current liabilities: Short-term debt $836 $1,229 Accounts payable 235 170 Deferred revenue and customer deposits 87 76 Other payables 411 458 ------------------------- Total current liabilities 1,569 1,933 ------------------------- Long-term debt 1,265 585 Deferred taxes, credits and other 576 547 Postretirement and other postemployment benefit obligations 82 75 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely Company- guaranteed debentures 600 - Preferred stock subject to mandatory redemption 51 51 Media Group equity 4,599 4,390 Company LESOP guarantee (127) (187) ------------------------- Total equity 4,472 4,203 ------------------------- Total liabilities and equity $8,615 $7,394 =========================
EX-99 15 MEDIA COMBINED SOCF EXHIBIT 99B.4 COMBINED STATEMENTS OF U S WEST MEDIA GROUP CASH FLOWS (UNAUDITED)
Year Ended December 31, In millions 1995 1994 - -------------------------------------------------------------------- OPERATING ACTIVITIES Net income $141 $276 Adjustments to net income: Depreciation and amortization 249 144 Equity losses in unconsolidated ventures 207 121 Gain on merger of joint venture interest (157) - Gain on partial sale of joint ven. interest - (164) Gain on sale of paging assets - (68) Deferred income taxes and amortization of investment tax credits 102 147 Changes in operating assets and liabilities: Restructuring payments (19) (10) Accounts and notes receivable (48) (40) Deferred directory cost, prepaid and other (28) (52) Accounts payable and accrued liabilities 45 143 Other - net 157 54 - -------------------------------------------------------------------- Cash provided by operating activities 649 551 - -------------------------------------------------------------------- INVESTING ACTIVITIES Expenditures for property, plant and equipment (372) (349) Investment in international ventures (681) (350) Investment in PCS licenses (286) - Investment in Atlanta Cable Properties - (745) Proceeds from sale of paging assets - 143 Other - net 92 (121) - -------------------------------------------------------------------- Cash (used for) investing activities (1,247) (1,422) - -------------------------------------------------------------------- FINANCING ACTIVITIES Net (repayments of) proceeds from short-term debt (449) 936 Repayments of long-term debt (724) (316) Proceeds from issuance of long-term debt 1,085 - Proceeds from issuance of trust originated preferred securities - net 581 - Proceeds from issuance of common stock 120 323 Proceeds from issuance of preferred stock - 50 Purchase of treasury stock (63) - Dividends paid on preferred stock (3) - Other - net (22) - - -------------------------------------------------------------------- Cash provided by financing activities 525 993 - -------------------------------------------------------------------- Cash (used for) provided by continuing operations (73) 122 - -------------------------------------------------------------------- Cash (to) discontinued operations - (101) - -------------------------------------------------------------------- CASH AND CASH EQUIVALENTS (Decrease) Increase (73) 21 Beginning balance 93 72 - -------------------------------------------------------------------- Ending balance $20 $93 ==================================================================== Note: Certain reclassifications within the financial statements have been made to conform to the current year presentation.
EX-99 16 MEDIA SELECTED PROPOR. DATA EXHIBIT 99B.5 SELECTED PROPORTIONATE DATA (UNAUDITED) (1) U S WEST MEDIA GROUP
Cable and Media Content Dollars in Telecomm. Wireless and Services millions Dom. (2) Int'l Dom. Int'l Dom. Int'l Total - ------------- --------------- ------------- --------------- ------ QTR Ended December 31, 1995 Revenues $755 $46 $240 $95 $274 $70 $1,480 EBITDA 149 (21) 37 (15) 104 10 264 Net income (loss) (26) 54 (4) (4) 54 (2) 72 Subscribers/advertisers (thousands) 2,945 696 1,339 308 479 165 5,932 QTR Ended December 31, 1994 (3) Revenues $607 $21 $183 $65 $267 $37 $1,180 EBITDA 93 (9) 36 (30) 95 (3) 182 Net income (loss) (27) 97 5 (21) 58 (2) 110 Subscribers/advertisers (thousands) 2,407 226 817 169 468 147 4,234 YTD December 31, 1995 Revenues $2,661 $128 $824 $295 $1,065 $142 $5,115 EBITDA 589 (55) 226 (40) 426 3 1,149 Net income (loss) (72) 18 50 (80) 238 (13) 141 YTD December 31, 1994 (3) Revenues $2,196 $85 $662 $186 $1,005 $79 $4,213 EBITDA 436 (42) 161 (68) 413 2 902 Net income (loss) (42) 65 74 (68) 251 (4) 276 (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. (2) Includes the Media Group's 25.51 percent pro-rata priority and residual equity interests in reported TWE results. (3) Results include the Atlanta cable properties which U S WEST, Inc. acquired in December 1994. 1994 results include the paging operation which was sold in the second quarter. Paging revenue, EBITDA and net income for the year was $28, $12 and $44.
EX-27 17 FINANCIAL DATA SCHEDULE
5 0000732718 U S WEST, INC. 1,000,000 3-MOS 12-MOS DEC-31-1995 DEC-31-1995 DEC-31-1995 DEC-31-1995 192 192 0 0 1,886 1,886 0 0 227 227 2,909 2,909 32,884 32,884 18,207 18,207 25,071 25,071 5,052 5,052 6,954 6,954 8,228 8,228 651 651 0 0 (280) (280) 25,071 25,071 3,060 11,746 3,060 11,746 0 0 0 0 2,433 9,101 0 0 123 527 564 2,154 208 825 356 1,329 0 0 (3) (12) 0 0 353 1,317 .59 2.50 .59 2.50
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