Exhibit 99
The following unaudited pro forma condensed combined statements of operations of
MediaOne Group for the six months ended June 30, 1998 and the year ended
December 31, 1997 give effect to (i) the Refinancing, including the refinancing
by New U S WEST of the Dex Indebtedness (the "MediaOne Separation Adjustments")
and (ii) the AirTouch Transaction (the "AirTouch Transaction Adjustments") as if
such transactions had been consummated as of January 1, 1998 and 1997
respectively.
The pro forma adjustments included herein are based on available information and
certain assumptions that management believes are reasonable and are described in
the accompanying notes. The unaudited pro forma financial statements do not
necessarily represent what MediaOne Group's results of operation would have been
had the transactions occurred at such dates or to project MediaOne Group's
results of operations at or for any future date or period. In the opinion of
management, all adjustments necessary to present fairly the unaudited pro forma
financial information have been made. The unaudited pro forma financial
statements should be read in conjunction with the historical financial
statements of MediaOne Group.
Exhibit 99
MEDIAONE GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1998
Dollars in millions, except per share amounts
MediaOne
Group
Pro Forma
MediaOne Excluding
MediaOne Group AirTouch AirTouch MediaOne
Group Separation Transaction Transaction Group
Historical Adjustments Adjustments Adjustments Pro Forma
--------------- -------------- ------------ ------------ -----------
(E)
Sales and other revenues $ 1,613 $ 1,613 $ (359) $ 1,254
(E)
Cost of sales and other revenues 558 558 (72) 486
(E)
Selling, general and administrative 502 502 (139) 363
(E)
Depreciation and amortization 606 606 (55) 551
------------- ------------- -------------- ------------- -------------
Total operating expense $ 1,666 $ 1,666 $ (266) $ 1,400
------------- ------------- --------------- ------------- -------------
Operating loss from (E)
continuing operations (53) (53) (93) (146)
Other income (expense) (A) (E)
Interest expense (293) 118 (175) 26 (149)
Equity losses in unconsolidated (E)
ventures (205) (205) 35 (170)
(B) (E)
Other income (expense) - net 3,939 17 3,956 (3,841) 115
------------- ------------- -------------- ------------- ------------
Income (loss) from continuing
operations before income taxes 3,388 135 3,523 (3,873) (350)
(C) (E)
(Provision) benefit for income taxes (1,436) (41) (1,477) 1,614 137
------------- ------------- -------------- ------------- ------------
Income (loss) from continuing
operations $ 1,952 $ 94 $ 2,046 $ (2,259) $ (213)
------------- ------------- --------------- ------------- -------------
Dividends on preferred stock (26) (26) (26)
Loss on Redemption of Preferred (D)
Securities (53) 53
============= ============= =============== ============= =============
Earnings (loss) available for common
stock $ 1,873 $ 147 $ 2,020 $ (2,259) $ (239)
============= ============= =============== ============= =============
Basic earnings (loss) per share $ 3.08 $ (.39)
============= =============
Basic average shares outstanding
(in thousands) 608,699 608,699
============= =============
Diluted earnings (loss) per share $ 2.91 $ (.39)
============= =============
Diluted average shares outstanding
(in thousands) 652,601 608,699
============= =============
Exhibit 99
MEDIAONE GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
Dollars in millions, except per share amounts
MediaOne
Group
Pro Forma
MediaOne Excluding
MediaOne Group AirTouch AirTouch MediaOne
Group Separation Transaction Transaction Group
Historical Adjustments Adjustments Adjustments Pro Forma
----------- ----------- ----------- ----------- ---------
(E)
Sales and other revenues $ 3,847 $ 3,847 $ (1,428) $ 2,419
(E)
Cost of sales and other revenues 1,255 1,255 (345) 910
(E)
Selling, general and administrative 1,305 1,305 (550) 755
(E)
Depreciation and Amortization 1,257 1,257 (183) 1,074
------------ ------------ ------------ ------------ ----------
Total Operating Expense 3,817 3,817 (1,078) 2,739
------------- ------------- ------------- ------------- ----------
Operating income (loss) from (E)
continuing operations 30 30 (350) (320)
Other income (expense) (A) (E)
Interest expense (678) 231 (447) 98 (349)
Equity losses in unconsolidated (E)
ventures (909) (909) 115 (794)
(B) (E)
Other income (expense) - net 350 37 387 133 520
------------- ------------- ------------- ------------- -------------
Income (loss) from continuing
operations before income taxes (1,207) 268 (939) (4) (943)
(E)
(Provision) benefit for income taxes 380 (99) 281 32 313
------------- ------------- ------------- ------------- -------------
Income (loss) from continuing
operations (827) 169 (658) 28 (630)
------------- ------------- ------------- ------------- -------------
Dividends on preferred stock (52) (52) (52)
------------- ------------- ------------- ------------- -------------
Earnings (loss) available for common
stock $ (879) $ 169 $ (710) $ 28 $ (682)
============= ============= ============= ============= =============
Basic and diluted loss per share $ (1.45) $ (1.12)
============= =============
Basic and diluted average shares
outstanding (in thousands) 606,749 606,749
============= =============
Exhibit 99
(A) Reflects a reduction of historical interest expense of $109 million and $248
million for the six months ended June 30, 1998 and the year ended December 31,
1997, respectively, as a result of the Refinancing, including the refinancing by
New U S WEST of the Dex Indebtedness and an increase in interest expense of $7
million and $17 million, for the same periods, for financing the costs of the
Refinancing and Separation. Also includes a $16 million decrease in interest
expense for the six months ended June 30, 1998 to reverse interest expense
recognized on the early termination of interest rate contracts due to the
Separation.
(B) Reflects a reduction in guaranteed minority interest expense (included in
other income (expense) - net) of $17 million and $37 million for the six months
ended June 30, 1998 and the year ended December 31, 1997 respectively related to
the Exchange Offer for Preferred Securities.
(C) Reflects the estimated income tax effects of the pro forma adjustments and
the Separation.
(D) Reflects the reversal of the $53 million loss incurred due to the Exchange
Offer on Preferred Securities associated with the Separation in the six months
ended June 30, 1998.
(E) Reflects the consumation of the AirTouch Transaction. The pro forma
adjustments reflect the following:
Receipt of 59,314,000 shares of AirTouch common stock accounted for as
marketable equity securities.
Receipt of $1,493 million of AirTouch preferred stock at market value
(liquidation value of $1,650 million).
Receipt of $93 million in dividends per year ($25 million in six months
ended June 30, 1998 due to the April 6, 1988 consumation) from the AirTouch
preferred stock.
Reduction in debt of $1,350 million and a corresponding reduction of annual
interest expense of $98 million ($26 million in six months ended June 30,
1998 due to the April 6, 1998 consumation).
Removal of the consolidated revenues and expenses of MediaOne Group's
domestic cellular operations.
Removal of MediaOne Group's equity losses associated with its investment
in PrimeCo.
Reversal of the $3,869 million pre-tax gain and the associated $1,612
million tax expense recognized on the AirTouch Transaction in the six
months ended June 30, 1998.