- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------
FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

/ / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 1-8611

U S WEST, INC.

A COLORADO I.R.S. EMPLOYER IDENTIFICATION
CORPORATION NO. 84-0926774

7800 EAST ORCHARD ROAD, ENGLEWOOD, COLORADO 80111
TELEPHONE NUMBER (303) 793-6500

---------------------
Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE IN
TITLE OF EACH CLASS WHICH REGISTERED
- ----------------------------------------------------------------------------------------

Common Stock (without par value) New York Stock Exchange
Pacific Stock Exchange

Liquid Yield Option Notes, due 2011 New York Stock Exchange
(convertible to common stock under
certain circumstances)

---------------------
Securities registered pursuant to Section 12(g) of the Act:
None

At January 31, 1995, 468,435,778 shares of common stock were outstanding.

At January 31, 1995, the aggregate market value of the voting stock held by
non-affiliates was approximately $18,250,730,316.

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO .
--- ---

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Registrant's 1994 Annual Report to Shareowners are
incorporated by reference into Parts I, II and IV.

Portions of the Registrant's definitive Proxy Statement dated March 16,
1995, to be issued in connection with the 1995 Annual Meeting of Shareowners are
incorporated by reference into Parts II and III.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

TABLE OF CONTENTS

PART I

ITEM PAGE
---- ----

1. Business...................................................................... 1
2. Properties.................................................................... 6
3. Legal Proceedings............................................................. 6
4. Submission of Matters to a Vote of Security Holders........................... 7

PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters..... 8
6. Selected Financial Data....................................................... 8
7. Management's Discussion and Analysis of Financial Condition and
8Results of Operations...................................................... 8
8. Consolidated Financial Statements and Supplementary Data...................... 8
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................ 8

PART III
10. Directors and Executive Officers of the Registrant............................ 8
11. Executive Compensation........................................................ 8
12. Security Ownership of Certain Beneficial Owners and Management................ 8
13. Certain Relationships and Related Transactions................................ 8

PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............. 9
Independent Accountants' Report............................................... 14

i
3

PART I

ITEM 1. BUSINESS.

GENERAL

U S WEST, Inc. ("U S WEST") was incorporated under the laws of the State of
Colorado and has its principal executive offices at 7800 East Orchard Road,
Englewood, Colorado 80111, telephone number (303) 793-6500. U S WEST is a
diversified global communications company engaged in the telecommunications,
directory publishing, marketing and, most recently, entertainment services
businesses. Telecommunications services are provided by U S WEST's principal
subsidiary, U S WEST Communications, Inc., to more than 25 million residential
and business customers in the states of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota,
Utah, Washington and Wyoming (collectively, the "U S WEST Region"). Directory
publishing, marketing and entertainment services as well as cellular mobile
communications services are provided by other U S WEST subsidiaries to customers
both inside and outside the U S WEST Region. (Financial information concerning
U S WEST's operations is set forth in the Consolidated Financial Statements and
Notes thereto in the U S WEST 1994 Annual Report to Shareowners (the "1994
Annual Report"), which is incorporated herein by reference.) U S WEST and its
subsidiaries had 61,505 employees at December 31, 1994.

RECENT DEVELOPMENTS

U S WEST COMMUNICATIONS

Development of Multimedia Network. In 1993, U S WEST announced its
intention to build a multimedia telecommunications network (the "Multimedia
Network") capable of providing voice, data and video services to customers
within the U S WEST Region. U S WEST expects that it will ultimately deliver a
variety of integrated communications, entertainment and information services and
other high speed digital services, including data applications, through the
Multimedia Network in selected areas of the U S WEST Region. These integrated
services, including video-on-demand, targeted advertising, home shopping,
interactive games, high-definition broadcast television and two-way, video
telephony are expected to become available over time as the Multimedia Network
develops. U S WEST began limited testing of its Multimedia Network in Omaha,
Nebraska in December, 1994. A market trial will begin in 1995 in an area that
will cover up to 50,000 homes. U S WEST is seeking approval from the Federal
Communications Commission (the "FCC") to install Multimedia Network architecture
in several other cities within the U S WEST Region. The results of the technical
and market trials will be incorporated into the network configuration and future
service offerings.

Re-engineering. U S WEST also announced in 1993 that U S WEST
Communications would implement a plan (the "Re-engineering Plan") designed to
provide faster, more responsive customer service and improved repair
capabilities while reducing the costs of providing these services. Pursuant to
the Re-engineering Plan, U S WEST Communications is developing new systems that
will enable it to monitor networks to reduce the risk of service interruptions,
activate telephone service on demand, provide automated inventory systems and
centralize its service centers so that customers can have their
telecommunications needs resolved with one phone call. U S WEST Communications
is also gradually reducing its work force by approximately 9,000 employees and
consolidating the operations of its existing 560 customer centers into 26
customer centers in ten cities. Implementation of the Re-engineering Plan is
expected to extend into 1997, rather than being completed in 1996 as originally
scheduled. In the third quarter of 1993, U S WEST accrued a one-time, after-tax
charge of $610 million for costs associated with the Re-engineering Plan,
including employee training costs, severance benefits, employee relocations
costs and building preparation and system installation costs. While U S WEST
estimates that total employee and related costs will be reduced upon completion
of the Re-engineering Plan, these savings are expected to be offset by the
effects of inflation. (See "Restructuring Charges" under Management's Discussion
and Analysis of Financial Condition and Results of Operations on p. 14 of the
1994 Annual Report, which is incorporated by reference herein.)

1
4

Discontinuance of SFAS 71 Accounting. In 1993, U S WEST incurred a $3.1
billion non-cash, extraordinary charge, net of an income tax benefit of $2.3
billion, against its earnings in conjunction with its decision to discontinue
accounting for the operations of U S WEST Communications in accordance with
Statement of Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation" ("SFAS 71"). SFAS 71 generally applies to
regulated companies that meet certain requirements, including a requirement that
a company be able to recover its costs, notwithstanding competition, by charging
its customers at prices established by a regulator. U S WEST's decision to
discontinue accounting for the operations of U S WEST Communications in
accordance with SFAS 71 is based on the belief that the development of
multimedia technology, competition and market conditions, more than prices
established by regulators, will determine the future cost recovery by U S WEST
Communications. As a result of this accounting change, the remaining asset lives
of U S WEST Communications' telephone plant were shortened to more closely
reflect the useful life of such plant. U S WEST Communications' financial
reporting for regulatory purposes was not affected by the change. U S WEST
Communications expects that it will continue to work with regulators to set
appropriate prices that reflect changing market conditions, including shorter
asset lives.

CABLE INVESTMENTS

On December 6, 1994, U S WEST purchased Wometco Cable Corp. and Georgia
Cable Holdings (the "Atlanta Cable Properties") for $1.2 billion, consisting of
$745 million in cash and $459 million in common stock. Together, the Atlanta
Cable Properties serve about 65 percent of the cable customers in the
metropolitan Atlanta area. U S WEST expects that it will eventually offer local
exchange services as well as multimedia services in the Atlanta area as a result
of this acquisition.

In 1993, U S WEST acquired 25.51% pro rata priority capital and residual
equity interests in Time Warner Entertainment Company, L.P. ("TWE") for an
aggregate purchase price of approximately $2.55 billion, consisting of
approximately $1.53 billion in cash and approximately $1.02 billion in the form
of a four-year promissory note bearing interest at a rate of 4.391% per annum
(the "TWE Investment"). TWE owns and operates substantially all of the filmed
entertainment (including Warner Bros.), programming (including HBO and Cinemax)
and cable operations previously owned and operated by Time Warner Inc. TWE is
the second-largest domestic multiple system cable operator, owning or operating
22 of the top 100 cable systems in the United States.

U S WEST has an option to increase its equity interests in TWE from 25.51%
to 31.84%. The option is exercisable, in whole or in part, between January 1,
1999 and May 31, 2005 upon the attainment of certain earnings thresholds for an
aggregate cash exercise price of $1.25 billion to $1.8 billion (depending on the
year of exercise). At the election of U S WEST or TWE, the exercise price will
be payable by surrendering a portion of the equity interests receivable upon
exercise of such option. In connection with the TWE Investment, U S WEST
acquired 12.75% of the common stock of Time Warner Entertainment Japan Inc., a
joint venture company established to expand and develop the market for
entertainment services in Japan.

DOMESTIC WIRELESS SERVICES

On July 25, 1994, AirTouch Communications ("AirTouch") and U S WEST
announced an agreement to combine their domestic wireless operations. AirTouch's
initial equity ownership of the wireless joint venture will be approximately 70
percent and U S WEST's will be 30 percent. This joint venture will provide
U S WEST with an expanded wireless presence and economies of scale. The joint
venture will have a presence in 9 of the top 20 cellular markets in the country.
The transaction is expected to close in the second quarter of 1995 upon
obtaining certain federal and state regulatory approvals. Each company's
cellular operations initially will continue to operate as separate entities
owned by the individual partners, but upon closing will report to a joint
Wireless Management Company, which will provide support services.

A merger of the two companies' operations will take place upon the earlier
of four years from July 25, 1994, the lifting of certain MFJ restrictions, or at
AirTouch's option. The agreement gives U S WEST strategic flexibility, including
the right to exchange its interest in the joint venture for up to 19.9 percent
of

2
5

AirTouch common stock, with any excess amounts to be received in the form of
AirTouch non-voting preferred stock. A Partnership Committee, led by the
president and chief operating officer of AirTouch and three other AirTouch
representatives, three U S WEST representatives and one mutually agreed upon
independent representative will oversee the companies' domestic cellular
operations.

On December 5, 1994, a partnership formed by the AirTouch/U S WEST joint
venture and the Bell Atlantic/NYNEX partnership began bidding on personal
communications services ("PCS") licenses that are being auctioned by the FCC.
The combined companies own cellular licenses in 15 of the top 20 cities and
serve over five million customers. The partnership, known as PCS PrimeCo, is
eligible to bid for PCS licenses in 26 markets, representing more than 100
million POPS. This entity will be governed by a board made up of three members
from the Bell Atlantic/NYNEX partnership and three members from the
AirTouch/U S WEST joint venture. A second partnership will develop a national
branding and marketing strategy and a common "look and feel" for both cellular
and PCS customers. The cellular properties of Bell Atlantic/NYNEX will not be
merged with those of AirTouch/U S WEST.

PERSONAL COMMUNICATIONS SERVICES

In 1993, Mercury One-2-One, a 50-50 joint venture between U S WEST and
Cable & Wireless PLC, launched the world's first commercial PCS in the United
Kingdom. Mercury One-2-One's PCS is a digital cellular communications service
designed to offer consumers higher quality service, increased privacy and more
features at lower prices than existing cellular communications systems. To meet
growing customer demand, Mercury One-2-One has expanded its coverage to reach 30
percent of the U.K. population.

TELEWEST INITIAL PUBLIC OFFERING

In 1994, TeleWest Communications PLC ("TeleWest"), a venture with
Tele-Communications, Inc., completed an initial public offering of its common
stock. U S WEST's interest in TeleWest was reduced from 50 percent to 37.8
percent as a result of the offering, but based on the offering price, its
interest is valued at U.S. $1.1 billion. TeleWest is the largest provider of
combined cable television and telephone service in the world. The combined
services are provided over a multimedia network which has been designed to
provide a wide range of interactive and integrated entertainment,
telecommunication and information services as they become available in the
future. TeleWest owns all or part of 23 franchises that encompass 3.6 million
homes. Through TeleWest, U S WEST has gained experience in packaging video and
telephone service that it utilizes in other parts of the world.

DISCONTINUANCE OF CAPITAL ASSETS SEGMENT

In 1993, in connection with its decision to concentrate its resources and
efforts on developing its telecommunications business, U S WEST determined to
treat its capital assets business segment (the "Capital Assets segment") as a
discontinued operation and announced its intention to dispose of the businesses
comprising that segment. U S WEST's remaining business segment, "Communications
and Related Services," comprises the continuing operations of U S WEST. U S WEST
continues to make progress in disposing of its Capital Assets segment in
accordance with its plan of disposition.

In May, 1994, U S WEST sold 7.5 million shares of Financial Security
Assurance Holdings Ltd. ("FSA"), including 2 million shares to Fund American
Enterprises Holdings, Inc. ("FFC"), in an initial public offering of FSA common
stock. In June, 1994, an additional 600,000 shares were issued in connection
with an over-allotment option. U S WEST received $154 million in net proceeds
from the offering. In conjunction with the sale of FSA shares to FFC, U S WEST
issued 50,000 shares of a class of newly created cumulative redeemable preferred
stock. FFC's voting rights in FSA increased to 21.0 percent through a
combination of direct share ownership of common and preferred FSA shares and a
voting trust agreement with U S WEST. U S WEST's voting rights are 49.8 percent.

3
6

During 1994, U S WEST Real Estate, Inc. continued the liquidation of its
real estate portfolio, selling 12 buildings, six parcels of land and other
assets for approximately $327 million U S WEST expects that the liquidation of
this portfolio will be substantially completed by 1998.

U S WEST'S CONTINUING OPERATIONS

U S WEST Communications. U S WEST Communications was formed January 1,
1991, when Northwestern Bell Telephone Company ("Northwestern Bell") and Pacific
Northwest Bell Telephone Company ("Pacific Northwest Bell") were merged into The
Mountain States Telephone and Telegraph Company ("Mountain States"), which
simultaneously changed its name to U S WEST Communications, Inc. U S WEST
acquired ownership of Mountain Bell, Northwestern Bell and Pacific Northwest
Bell on January 1, 1984, when American Telephone and Telegraph Company ("AT&T")
transferred its ownership interests in these three wholly owned operating
telephone companies to U S WEST. This divestiture was made pursuant to a
court-approved consent decree entitled the "Modification of Final Judgment"
("MFJ") which arose out of an antitrust action brought by the United States
Department of Justice against AT&T.

Operations of U S WEST Communications. U S WEST Communications serves
approximately 80% of the population in the U S WEST Region and approximately 40%
of the land area. At December 31, 1994, U S WEST Communications had
approximately 14,336,000 telephone network access lines in service, a 3.6%
increase over year end 1993.

Under the terms of the MFJ, the U S WEST Region was divided into 29
geographical areas called "Local Access and Transport Areas" ("LATAs") with each
LATA generally centered on a metropolitan area or other identifiable community
of interest. The principal types of telecommunications services offered by
U S WEST Communications are (i) local service, (ii) exchange access service
(which connects customers to the facilities of interLATA service providers), and
(iii) intraLATA long distance network service. For the year ended December 31,
1994, local service, exchange access service and intraLATA long distance network
service accounted for 37%, 27% and 12%, respectively, of the sales and other
revenues of U S WEST's continuing operations. In 1994, revenues from a single
customer, AT&T, accounted for approximately 10% of the sales and other revenues
of U S WEST's continuing operations.

U S WEST Communications incurred capital expenditures of approximately
$2.45 billion in 1994 and expects to incur approximately $2.1 billion in 1995.
The 1994 capital expenditures of U S WEST Communications were substantially
devoted to the continued modernization of telephone plant, including investments
in fiber optic cable, in order to improve customer services and network
productivity.

Central to U S WEST Communications' competitive strategy in 1994 were its
efforts respecting the Multimedia Network and the Re-engineering Plan. See
"Recent Developments -- U S WEST Communications."

Regulation of U S WEST Communications. U S WEST Communications is subject
to varying degrees of regulation by state commissions with respect to intrastate
rates and service, and access charge tariffs. Under traditional rate of return
regulation, intrastate rates are generally set on the basis of the amount of
revenues needed to produce an authorized rate of return.

U S WEST Communications has sought alternative forms of regulations
("AFOR") plans which provide for competitive parity, enhanced pricing
flexibility and improved capability in bringing to market new products and
services. In a number of states where AFOR plans have been adopted, such actions
have been accompanied by requirements to refund revenues, reduce existing rates
or upgrade service, any of which could have adverse short-term effects on
earnings. Similar agreements may have resulted under traditional rate of return
regulation. (See "State Regulatory Issues" under Management's Discussion and
Analysis of Financial Condition and Results of Operations on p. 22 of the 1994
Annual Report, which is incorporated by reference herein.)

U S WEST Communications is also subject to the jurisdiction of the FCC with
respect to interstate access tariffs (that specify the charges for the
origination and termination of interstate communications) and

4
7

other matters. U S WEST's interstate services have been subject to price cap
regulation since January 1991. Price caps are a form of incentive regulation
and, ostensibly, limit prices rather than profits. However, the FCC's price cap
plan includes sharing of earnings in excess of authorized levels. The Company
believes that competition will ultimately be the determining factor in pricing
telecommunications services. (See "Federal Regulatory Issues" under Management's
Discussion and Analysis of Financial Condition and Results of Operations on p.
21 of the 1994 Annual Report, which is incorporated by reference herein.)

Congress failed to pass telecommunications reform legislation in 1994. It
is expected that new telecommunications legislation will be introduced in 1995.
However, there is uncertainty concerning the scope and the direction of that
legislation. U S WEST believes that it is in the public interest to lift all
competitive restrictions, placing all competitors under the same rules. Such
action would lead to wider consumer choices, and ensure the industry's
technological development and long-term financial health.

Competition. U S WEST believes that the convergence of the communications,
entertainment and information services businesses will lead to increased
competition for U S WEST from companies in industries with which U S WEST did
not historically compete. U S WEST Communications' principal competitors are
competitive access providers ("CAPs") and interexchange carriers. In recent
years, potential competitors have expanded to include cable television
companies, combined cable television/telecommunications companies and cellular
companies. Cable television companies are expected to increase competition by
offering telecommunications and other information services. Combined cable
television and telecommunications companies are expected to increase competition
for local telephone and alternative exchange access services as well as those
services expected to be available through the Multimedia Network. AT&T's
entrance into the cellular communications market through its acquisition of
McCaw Cellular Communications, Inc. may create increased competition in local
exchange as well as cellular services.

Currently, competition from long distance companies is eroding U S WEST
Communications' market share of intraLATA long distance services such as Wide
Area Telephone Service and "800." These revenues have steadily declined over the
last several years as customers have migrated to interexchange carriers who have
the ability to offer these services on both an intraLATA and interLATA basis.
U S WEST and its affiliates are prohibited from providing interLATA long
distance services.

The impact of increased competition on the operations of U S WEST
Communications will be influenced by the future actions of regulators and
legislators who increasingly are advocating competition. The loss of local
exchange customers to competitors would affect multiple revenue streams of
U S WEST and could have a material adverse effect on its operations.

Other U S WEST Subsidiaries and Investments. Other continuing operations
include subsidiaries engaged in (i) publishing services, primarily "Yellow
Pages" and other directories, (ii) designing, engineering and operating mobile
telecommunications systems, (iii) cellular and land-line telecommunications,
network infrastructure and cable television businesses in certain foreign
countries, and (iv) entertainment services.

U S WEST Marketing Resources Group, Inc. ("Marketing Resources"), which
accounted for about 9% of U S WEST's 1994 revenues from continuing operations,
publishes about 300 white and yellow page directories in the U S WEST Region.
Marketing Resources competes with local and national publishers of directories,
as well as other advertising media such as newspapers, magazines, broadcast
media and direct mail. Marketing Resources intends to focus on enhancing core
products, developing and packaging new information products through new and
existing databases.

U S WEST NewVector Group, Inc. ("NewVector"), which accounted for
approximately 7% of U S WEST's 1994 revenues from continuing operations,
provides communications and information products and services, including
cellular services, over wireless networks in 31 Metropolitan Service Areas and
34 Rural Service Areas, primarily located in the U S WEST Region. Competition
for full service cellular customers is currently limited to holders of the two
cellular licenses granted in a given cellular market. Despite its rapid growth,
the cellular industry is faced with many challenges including the introduction
of new technologies, increased competition and an uncertain regulatory
environment. In 1994, NewVector agreed to combine its domestic wireless services
with those of AirTouch, and to be part of a partnership including AirTouch, Bell

5
8

Atlantic and NYNEX that would bid on PCS licenses that are being auctioned by
the FCC. See "Recent Developments -- Domestic Wireless Services."

U S WEST Multimedia Communications, Inc. ("Multimedia Communications") was
formed to manage U S WEST's cable investments, and has primary responsibility
for aiding U S WEST in achieving its strategic goal of becoming a leading
provider of interactive, integrated communications, entertainment and
information services outside the U S WEST Region.

Multimedia Communications is also responsible for identifying and pursuing
alliances, acquisitions and/or investments that complement U S WEST's strategy.
U S WEST is seeking to strengthen its national out-of-region presence by
acquiring or forming alliances with other communications, entertainment and
information services companies throughout the United States. The first major
step toward that goal was the TWE Investment made in 1993. More recently,
U S WEST acquired the Atlanta Cable Properties. See "Recent
Developments -- Cable Investments."

U S WEST will continue to employ strategic alliances and will also make
direct investments in assets or businesses that are consistent with its business
strategies. Financing for new investments will primarily come from a combination
of new debt and equity. In the event of a new investment of substantial
magnitude, the Company may also re-evaluate its use of internally generated
cash, the feasibility of further acquisitions, the possibility of sales of
assets and the capital structure.

During 1994, U S WEST continued expanding its international ventures, which
include investments in cable television and telecommunications, wireless
communications including PCS, directory publishing, and international networks.
The Company completed its purchase of Thomson Directories, a publisher of 155
telephone directories that reach 80 percent of the households in Great Britain.
The Company also purchased 49 percent of Listel, a Brazilian company that
produces telephone directories, and acquired a minority interest in Binariang
Sdn Bhd, a Malaysian telecommunications company that holds four licenses that
enable it to become a second network operator in Malaysia.

U S WEST's net investment in international ventures approximated $988
million (inclusive of consolidated entities) at December 31, 1994, approximately
68% of which is in the United Kingdom. Of the total international investment,
approximately 53% is invested in cable television joint ventures, mostly in the
United Kingdom and Western Europe.

Because U S WEST's international investments are in new, developing
businesses, they typically are in a high growth, reinvestment phase for several
years and do not show net income or positive cash flow until they become more
mature. Consequently, start-up losses from these investments, in total, are
expected to increase in 1995 and possibly beyond. The Company's future
commitment to international ventures is currently planned at about $400 million
in 1995, but could increase as new opportunities become available.

ITEM 2. PROPERTIES.

The properties of U S WEST do not lend themselves to description by
character and location of principal units. At December 31, 1994, the majority of
U S WEST property was utilized in providing telecommunications services by
U S WEST Communications. Substantially all of U S WEST Communications' central
office equipment is located in owned buildings situated on land owned in fee,
while many garages and administrative and business offices are in leased
quarters.

ITEM 3. LEGAL PROCEEDINGS.

U S WEST and its subsidiaries are subject to claims and proceedings arising
in the ordinary course of business. While complete assurance cannot be given as
to the outcome of any contingent liabilities, in the opinion of U S WEST, any
financial impact to which U S WEST and its subsidiaries are subject is not
expected to be material in amount to U S WEST's operating results or its
financial position.

6
9

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF U S WEST

Pursuant to General Instructions G(3), the following information is
included as an additional item in Part I:

DATE ASSUMED
PRESENT
POSITION AGE POSITION
---------------------------------- --- ------------

A. Gary Ames(1).......... President & Chief Executive 50 1990
Officer
of U S WEST Communications
James T. Anderson........ Vice President & Treasurer 55 1984
Richard J. Callahan...... Executive Vice President, 53 1988
U S WEST,
& President, U S WEST
International and Business
Development Group
Charles M. Lillis........ Executive Vice President & 53 1987
President and Chief Executive
Officer,
U S WEST Diversified Group
C. Scott McClellan(2).... Acting Executive Vice President 46 1994
Richard D. McCormick..... Chairman of the Board, 54 1986(3)
Chief Executive Officer &
President
James M. Osterhoff(4).... Executive Vice President & 58 1991
Chief Financial Officer
Lorne G. Rubis........... Vice President 44 1992
Charles P. Russ, III..... Executive Vice President, 50 1992
General Counsel & Secretary
Judith A. Servoss........ Vice President 49 1987
James H. Stever.......... Executive Vice President 51 1993

- ---------------
(1) Mr. Ames, while not an officer of U S WEST, performs significant policy
making functions equivalent to those typically performed by an officer.

(2) Mr. McClellan was appointed Acting Executive Vice President effective
October 10, 1994.

(3) Mr. McCormick was appointed Chief Executive Officer on January 1, 1991, and
was elected Chairman of the Board effective May 1, 1992.

(4) Mr. Osterhoff has announced his retirement from U S WEST but will remain in
his present position until a successor is named.

Executive Officers are not elected for a fixed term of office, but serve at
the discretion of the Board of Directors.

Each of the above executive officers has held a managerial position with
U S WEST or an affiliate of U S WEST since 1990, except for Messrs. Osterhoff,
Rubis and Russ. Mr. Osterhoff was Vice President -- Finance and Chief Financial
Officer of Digital Equipment Corporation from 1985 to 1991. Mr. Rubis was Vice
President -- Quality for U S WEST International and Business Development Group,
a division of U S WEST, from 1991 to 1992; Director -- Quality and Service
Improvement for U S WEST NewVector Group, Inc., a subsidiary of U S WEST, from
1990 to 1991. Prior to joining the U S WEST family, Mr. Rubis worked as an
independent labor relations consultant and as co-founder and principal of
Workplace One, Ltd., a Canadian-based consulting firm, from 1979 to 1988. In
1988, he merged his firm with Deltapoint Corp., a Seattle-based Quality
Improvement consulting firm. Mr. Russ was Vice President, Secretary and General
Counsel of NCR Corporation from February, 1984 to June, 1992.

7
10

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The information required by this item is included on page 54 of the 1994
Annual Report under the heading "Note 18: Quarterly Financial Data (Unaudited)"
and is incorporated herein by reference. The U.S. markets for trading in
U S WEST common stock are the New York Stock Exchange and the Pacific Stock
Exchange. As of December 31, 1994, U S WEST common stock was held by
approximately 816,099 shareholders of record.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this item is included on page 1 of the 1994
Annual Report under the heading "Financial Highlights" and is incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information required by this item is included on pages 7 through 31 of
the 1994 Annual Report and is incorporated herein by reference.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is included on pages 33 through 54 of
the 1994 Annual Report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this item with respect to executive officers is
set forth in Part I, page 10, under the caption "Executive Officers of
U S WEST."

The information required by this item with respect to Directors is included
in the U S WEST definitive Proxy Statement dated March 16, 1995 ("Proxy
Statement") under "Election of Directors" on pages 4 and 5 and is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is included in the Proxy Statement
under "Executive Compensation" on pages 10 through 16 and "Compensation of
Directors" on pages 2 and 3 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item is included in the Proxy Statement
under "Securities Owned by Management" on page 3 and is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

8
11

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following independent accountants' report and consolidated financial
statements are incorporated by reference in Part II of this report on Form
10-K:

PAGE NUMBER
OF ANNUAL REPORT
----------------

(1) Report of Independent Accountants.................................... 32
(2) Consolidated Financial Statements:
Consolidated Statements of Operations -- for the years ended December
31, 1994, 1993 and 1992.............................................. 33
Consolidated Balance Sheets as of December 31, 1994 and 1993......... 34
Consolidated Statements of Cash Flows -- for the years ended December
31, 1994, 1993 and 1992.............................................. 35
Consolidated Statements of Shareowners' Equity for years ended
December 31, 1994, 1993 and 1992..................................... 36
Notes to Consolidated Financial Statements........................... 37 through 54

PAGE NUMBER
----------------

(3) Consolidated Financial Statement Schedule:
Report of Independent Accountants.................................... 14
II -- Valuation and Qualifying Accounts.............................. S-1

Financial statement schedules other than those listed above have been omitted
because the required information is contained in the financial statements and
notes thereto, or because such schedules are not required or applicable.

(b) Reports on Form 8-K:

U S WEST filed the following reports on Form 8-K during the fourth quarter
of 1994:

(i) report dated October 17, 1994 relating to a release of earnings
for the period ended September 30, 1994;

(ii) report dated December 8, 1994 announcing its plan to buy back
stock, and the completion of the Atlanta Cable properties acquisition.

9
12

Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission ("SEC"), are incorporated herein by reference as exhibits
hereto.

EXHIBIT
NUMBER
- ---------------------

10
13

EXHIBIT
NUMBER
- ---------------------

(10f) -- AMPS Software Agreement effective December 31, 1983, between American
Telephone and Telegraph Company and NewVector Communications, Inc.
(Exhibit 10h to Form 10-K, date of report March 28, 1984, File No.
1-8611).
(10g) -- Agreement Concerning Contingent Liabilities, Tax Matters and
Termination of Certain Agreements dated as of November 1, 1983,
between American Telephone and Telegraph Company, U S WEST, Inc., The
Mountain States Telephone and Telegraph Company, Northwestern Bell
Telephone Company, Pacific Northwest Bell Telephone Company and
NewVector Communications, Inc. (Exhibit 10h to Form 10-K, date of
report March 8, 1984, File No. 1-3501).
(10h) -- Agreement Concerning Trademarks, Trade Names and Service Marks
effective December 31, 1983, between American Telephone and Telegraph
Company, American Information Technologies Corporation, Bell Atlantic
Corporation, BellSouth Corporation, Cincinnati Bell, Inc., NYNEX
Corporation, Pacific Telesis Group, The Southern New England
Telephone Company, Southwestern Bell Corporation and U S WEST, Inc.
(Exhibit 10i to Form 10-K, date of report March 8, 1984, File No.
1-3501).
(10i) -- U S WEST, Inc. Short-Term Incentive Plan (Exhibit 10i to Form 10-K
filed March 19, 1993, File No. 1-8611).
(10j) -- Financial Counseling Program for Officers of U S WEST (Exhibit 10-ee
to Registration Statement No. 2-87861).
(10k) -- U S WEST Deferred Compensation Plan for Non-Employee Directors
(Exhibit 10-ff to Registration Statement No. 2-87861).
(10l) -- Description of U S WEST Insurance Plan of Non-Employee Directors'
Travel and Accident Insurance (Exhibit 10-gg to Registration
Statement No. 2-87861).
(10m) -- Extract from the U S WEST Management Pension Plan regarding
limitations on and payments of pension amounts which exceed the
limitations contained in the Employee Retirement Income Security Act
(Exhibit 10-hh to Registration Statement No. 2-87861).
(10n) -- U S WEST Executive Non-Qualified Pension Plan (Exhibit 10o to Form
10-K, date of report March 29, 1989, File No. 1-8611).
(10o) -- U S WEST Deferred Compensation Plan (Exhibit 10o to Form SE filed
March 5, 1992, File No. 1-8611).
(10p) -- Description of U S WEST Directors' Retirement Benefit Plan (Exhibit
10p to Form SE filed March 5, 1992, File No. 1-8611).
10q -- U S WEST, Inc. 1994 Stock Plan.
(10r) -- Shareholders' Agreement dated as of January 1, 1988 among Ameritech
Services, Inc., Bell Atlantic Management Services, Inc., BellSouth
Services Incorporated, NYNEX Service Company, Pacific Bell,
Southwestern Bell Telephone Company, The Mountain States Telephone
and Telegraph Company, Northwestern Bell Telephone Company and
Pacific Northwest Bell Telephone Company (Exhibit 10r to Form SE
filed March 5, 1992, File No. 1-8611).
(10s) -- U S WEST Senior Management Long Term Disability and Survivor
Protection Plan (Exhibit 10-dd to Registration Statement No.
2-87861).
(10t) -- U S WEST Mid-Career Pension Plan (Exhibit 10u to Form 10-K, date of
report March 29, 1989, File No. 1-8611).
10u -- Form of U S WEST, Inc. Non-Qualified Stock Option Agreement.
10v -- Form of U S WEST, Inc. Restricted Stock Agreement.

11
14

EXHIBIT
NUMBER
- ---------------------

10w -- Employment letter from Richard D. McCormick to Charles P. Russ, III
dated May 11, 1992.
(10y) -- Assignment Agreement, dated July 13, 1993, between U S WEST Overseas
Operations, Inc. and Richard J. Callahan (Exhibit (10a) to Form 10-Q
filed November 5, 1993).
(10z) -- Agreement for Services, dated July 13, 1993, between U S WEST, Inc.
and Richard J. Callahan (Exhibit (10b) to Form 10-Q filed November 5,
1993).
(10aa) -- Admission Agreement dated as of May 16, 1993 between Time Warner
Entertainment Company, L.P. and U S WEST, Inc. (Exhibit 10 to Form
8-K filed May 24, 1993).
10ab -- Form of Executive Change of Control Agreement.
10ac -- Form of Change of Control Agreement for Chief Executive Officer.
10ad -- U S WEST, Inc. Executive Long-Term Incentive Plan.
10ae -- U S WEST, Inc. Executive Short-Term Incentive Plan.
11 -- Statement Re Computation of Per Share Earnings.
12 -- Computation of Ratio of Earnings to Fixed Charges of U S WEST, Inc.
and U S WEST Financial Services, Inc.
13 -- 1994 Annual Report to Shareowners.
21 -- Subsidiaries of U S WEST, Inc.
23 -- Consent of Independent Accountants.
24 -- Powers of Attorney.
27 -- Financial Data Schedule.
99a -- Annual Report on Form 11-K for the U S WEST Savings Plan/ESOP for
Salaried Employees for the year ended December 31, 1994, to be filed
by amendment.
99b -- Annual Report on Form 11-K for the U S WEST Savings and Security
Plan/ESOP for the year ended December 31, 1994, to be filed by
amendment.

12
15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Englewood, State of Colorado, on March 7, 1995.

U S WEST, Inc.

By: /s/ JAMES M. OSTERHOFF
James M. Osterhoff
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Principal Executive Officer
/s/ RICHARD D. MCCORMICK* Chairman of the Board, President
and Chief Executive Officer

Principal Financial Officer:
/s/ JAMES M. OSTERHOFF* Executive Vice President and
Chief Financial Officer
Directors:

/s/ RICHARD B. CHENEY*

/s/ REMEDIOS DIAZ-OLIVER*

/s/ GRANT A. DOVE*

/s/ ALLAN D. GILMOUR*

/s/ PIERSON M. GRIEVE*

/s/ SHIRLEY M. HUFSTEDLER*

/s/ ALLEN F. JACOBSON*

/s/ RICHARD D. MCCORMICK*

/s/ MARILYN C. NELSON*

/s/ FRANK P. POPOFF*

/s/ GLEN L. RYLAND*

/s/ JERRY O. WILLIAMS*

/s/ DANIEL YANKELOVICH*

*By: /s/ JAMES M. OSTERHOFF
James M. Osterhoff
(for himself and as Attorney-in-Fact)

Dated March 7, 1995

13
16

INDEPENDENT ACCOUNTANTS' REPORT

Our report on the consolidated financial statements of U S WEST, Inc.,
which includes an explanatory paragraph regarding the discontinuance of
accounting for the operations of U S WEST Communications, Inc. in accordance
with Statement of Financial Accounting Standard No. 71, "Accounting for the
Effects of Certain Types of Regulation," in 1993, and a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, has been incorporated by reference in this Form
10-K from page 32 of the 1994 Annual Report to Shareowners of U S WEST, Inc. In
connection with our audits or such consolidated financial statements, we have
also audited the related consolidated financial statement schedules listed in
the index on page 12 of this Form 10-K for the years ended December 31, 1994,
1993 and 1992.

In our opinion, the consolidated financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information required to be
included therein.

/s/ COOPERS & LYBRAND

COOPERS & LYBRAND L.L.P.
Denver, Colorado
January 18, 1995

14
17

U S WEST, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN MILLIONS)

BALANCE AT CHARGED BALANCE AT
BEGINNING CHARGED TO TO OTHER END OF
OF PERIOD EXPENSE ACCOUNTS DEDUCTIONS PERIOD
---------- ---------- -------- ---------- ----------

CONTINUING OPERATIONS:
ALLOWANCE FOR CREDIT LOSSES
Year 1994........................................... $ 54 $ 91(a) $ 3 $ 86(b) $ 62
Year 1993........................................... 59 83(a) 1 89(b) 54
Year 1992........................................... 59 89(a) 11 100(b) 59
RESERVES RELATED TO 1993 BUSINESS RESTRUCTURING,
INCLUDING FORCE AND FACILITY CONSOLIDATION
Year 1993........................................... $935 $ 0 $ 0 $229 $706
Year 1993........................................... 0 1,000 0 65 935
RESERVES RELATED TO 1991 BUSINESS RESTRUCTURING,
INCLUDING FORCE REDUCTIONS AND THE WRITE OFF OF
CERTAIN INTANGIBLE ASSETS
Year 1994........................................... $ 95 $ 0 $ 0 $ 95 $ 0
Year 1993........................................... 215 0 0 120 95
Year 1992........................................... 314 0 0 99 215
DISCONTINUED OPERATIONS:
ALLOWANCE FOR CREDIT LOSSES
Year 1994........................................... $ 64 $ 13 $ 0 $ 22(b) $ 55
Year 1993........................................... 63 149 (52)(c) 96(b) 64
Year 1992........................................... 62 20 7 26(b) 63
LOSS RESERVE ON FINANCIAL GUARANTEES(d)
Year 1994........................................... $ 36 $ 40 $(36)(e) $ 0 $ 40
Year 1993........................................... 72 103 0 139 36
Year 1992........................................... 12 68 0 8 72
OTHER(f)
Year 1994........................................... $ 0 $ 0 $ 0 $ 0 $ 0
Year 1993........................................... 86 0 3 89(c) 0
Year 1992........................................... 84 0 8 6 86
RESERVES RELATED TO 1991 BUSINESS RESTRUCTURING,
INCLUDING REAL ESTATE VALUATION ALLOWANCE AND 1993
PROVISION FOR LOSS ON DISPOSAL OF THE CAPITAL ASSETS
SEGMENT
Year 1994........................................... $336 $ 0 $ 0 $217 $119
Year 1993........................................... 402 120(g) 0 186 336
Year 1992........................................... 500 0 0 98 402

- ---------------

NOTE: Certain reclassifications within the schedule have been made to conform to
the current year presentation.

(a) Does not include amounts charged directly to expense. These amounts were
$10, $10 and $9 for 1994, 1993 and 1992, respectively.

(b) Represents credit losses written off during the period, less collection of
amounts previously written off.

(d) The company adopted SFAS No. 113, "Accounting and Reporting for Reinsurance
of Short-Duration and Long-Duration Contracts" in 1993. SFAS No. 113
requires reinsurance receivables to be reflected as assets rather than
netted against the loss reserve. Prior years have been restated for
comparability.

(e) This amount relates to loss reserves of Financial Security Assurance at the
beginning of 1994. Financial Security Assurance is now accounted for under
the equity method.

(f) Primarily valuation allowance related to the 1990 purchase of a $294 face
amount mobile home loan portfolio for $197.

(g) Provision for estimated loss on disposal of the Capital Assets segment of
$100 and an additional provision of $20 to reflect the cumulative effect on
deferred taxes of the 1993 federally mandated increase in income tax rates.

S-1
18

(U S WEST LOGO)

(RECYCLED PAPER LOGO)
RECYCLED PAPER
19
INDEX TO EXHIBITS

EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------

(3a) -- Articles of Incorporation of U S WEST, Inc. dated September 22, 1983
(Exhibit 3a to Registration Statement No. 2-87861).
(3a.1) -- Articles of Amendment to the Articles of Incorporation of U S WEST,
Inc. dated June 6, 1988 (Exhibit 3b to Form 10-K, date of report
March 29, 1989, File No. 1-8611).
(3a.2) -- Articles of Amendment to the Articles of Incorporation of U S WEST,
Inc. dated May 3, 1991 (Exhibit 3c to Form SE filed on March 5, 1992,
File No. 1-8611).
3a.3 -- Articles of Amendment to the Articles of Incorporation of U S WEST,
Inc. dated September 1, 1994.
(3b) -- Bylaws of the Registrant as amended August 5, 1994 (Exhibit 3-D to
Form S-4 Registration Statement No. 33-55289 filed August 30, 1994).
4 -- No instrument which defines the rights of holders of long and
intermediate term debt of U S WEST, Inc. and all of its subsidiaries
is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).
Pursuant to this regulation, the Registrant hereby agrees to furnish
a copy of any such instrument to the SEC upon request.
(10a) -- Reorganization and Divestiture Agreement dated as of November 1,
1983, between American Telephone and Telegraph Company and its
affiliates, U S WEST, Inc., The Mountain States Telephone and
Telegraph Company, Northwestern Bell Telephone Company, Pacific
Northwest Bell Telephone Company and NewVector Communications, Inc.
(Exhibit 10a to Form 10-K, date of report March 8, 1984, File No.
1-3501).
(10b) -- Shared Network Facilities Agreement dated as of January 1, 1984,
between American Telephone and Telegraph Company, AT&T Communications
of the Midwest, Inc., The Mountain States Telephone and Telegraph
Company, Northwestern Bell Telephone Company and Pacific Northwest
Bell Telephone Company (Exhibit 10b to Form 10-K, date of report
March 8, 1984, File No. 1-3501).
(10c) -- Agreement Concerning Termination of the Standard Supply Contract
effective December 31, 1983, between American Telephone and Telegraph
Company, Western Electric Company, Incorporated, The Mountain States
Telephone and Telegraph Company, Northwestern Bell Telephone Company,
Pacific Northwest Bell Telephone Company and Central Services
Organization (Exhibit 10d to Form 10-K, date of report March 8, 1984,
File No, 1-3501).
(10d) -- Agreement Concerning Certain Centrally Developed Computer Systems
effective December 31, 1983, between American Telephone and Telegraph
Company, Western Electric Company, Incorporated, The Mountain States
Telephone and Telegraph Company, Northwestern Bell Telephone Company,
Pacific Northwest Bell Telephone Company and Central Services
Organization (Exhibit 10e to Form 10-K, date of report March 8, 1984,
File No. 1-3501).
(10e) -- Agreement Concerning Patents, Technical Information and Copyrights
effective December 31, 1983, between American Telephone and Telegraph
Company and U S WEST, Inc. (Exhibit 10f to Form 10-K, date of report
March 8, 1984, File No. 1-3501).
(10f) -- AMPS Software Agreement effective December 31, 1983, between American
Telephone and Telegraph Company and NewVector Communications, Inc.
(Exhibit 10h to Form 10-K, date of report March 28, 1984, File No.
1-8611).
(10g) -- Agreement Concerning Contingent Liabilities, Tax Matters and
Termination of Certain Agreements dated as of November 1, 1983,
between American Telephone and Telegraph Company, U S WEST, Inc., The
Mountain States Telephone and Telegraph Company, Northwestern Bell
Telephone Company, Pacific Northwest Bell Telephone Company and
NewVector Communications, Inc. (Exhibit 10h to Form 10-K, date of
report March 8, 1984, File No. 1-3501).
(10h) -- Agreement Concerning Trademarks, Trade Names and Service Marks
effective December 31, 1983, between American Telephone and Telegraph
Company, American Information Technologies Corporation, Bell Atlantic
Corporation, BellSouth Corporation, Cincinnati Bell, Inc., NYNEX
Corporation, Pacific Telesis Group, The Southern New England
Telephone Company, Southwestern Bell Corporation and U S WEST, Inc.
(Exhibit 10i to Form 10-K, date of report March 8, 1984, File No.
1-3501).
(10i) -- U S WEST, Inc. Short-Term Incentive Plan (Exhibit 10i to Form 10-K
filed March 19, 1993, File No. 1-8611).
(10j) -- Financial Counseling Program for Officers of U S WEST (Exhibit 10-ee
to Registration Statement No. 2-87861).
(10k) -- U S WEST Deferred Compensation Plan for Non-Employee Directors
(Exhibit 10-ff to Registration Statement No. 2-87861).
(10l) -- Description of U S WEST Insurance Plan of Non-Employee Directors'
Travel and Accident Insurance (Exhibit 10-gg to Registration
Statement No. 2-87861).
(10m) -- Extract from the U S WEST Management Pension Plan regarding
limitations on and payments of pension amounts which exceed the
limitations contained in the Employee Retirement Income Security Act
(Exhibit 10-hh to Registration Statement No. 2-87861).
(10n) -- U S WEST Executive Non-Qualified Pension Plan (Exhibit 10o to Form
10-K, date of report March 29, 1989, File No. 1-8611).
(10o) -- U S WEST Deferred Compensation Plan (Exhibit 10o to Form SE filed
March 5, 1992, File No. 1-8611).
(10p) -- Description of U S WEST Directors' Retirement Benefit Plan (Exhibit
10p to Form SE filed March 5, 1992, File No. 1-8611).
10q -- U S WEST, Inc. 1994 Stock Plan.
(10r) -- Shareholders' Agreement dated as of January 1, 1988 among Ameritech
Services, Inc., Bell Atlantic Management Services, Inc., BellSouth
Services Incorporated, NYNEX Service Company, Pacific Bell,
Southwestern Bell Telephone Company, The Mountain States Telephone
and Telegraph Company, Northwestern Bell Telephone Company and
Pacific Northwest Bell Telephone Company (Exhibit 10r to Form SE
filed March 5, 1992, File No. 1-8611).
(10s) -- U S WEST Senior Management Long Term Disability and Survivor
Protection Plan (Exhibit 10-dd to Registration Statement No.
2-87861).
(10t) -- U S WEST Mid-Career Pension Plan (Exhibit 10u to Form 10-K, date of
report March 29, 1989, File No. 1-8611).
10u -- Form of U S WEST, Inc. Non-Qualified Stock Option Agreement.
10v -- Form of U S WEST, Inc. Restricted Stock Agreement.
10w -- Employment letter from Richard D. McCormick to Charles P. Russ, III
dated May 11, 1992.
(10y) -- Assignment Agreement, dated July 13, 1993, between U S WEST Overseas
Operations, Inc. and Richard J. Callahan (Exhibit (10a) to Form 10-Q
filed November 5, 1993).
(10z) -- Agreement for Services, dated July 13, 1993, between U S WEST, Inc.
and Richard J. Callahan (Exhibit (10b) to Form 10-Q filed November 5,
1993).
(10aa) -- Admission Agreement dated as of May 16, 1993 between Time Warner
Entertainment Company, L.P. and U S WEST, Inc. (Exhibit 10 to Form
8-K filed May 24, 1993).
10ab -- Form of Executive Change of Control Agreement.
10ac -- Form of Change of Control Agreement for Chief Executive Officer.
10ad -- U S WEST, Inc. Executive Long-Term Incentive Plan.
10ae -- U S WEST, Inc. Executive Short-Term Incentive Plan.
11 -- Statement Re Computation of Per Share Earnings.
12 -- Computation of Ratio of Earnings to Fixed Charges of U S WEST, Inc.
and U S WEST Financial Services, Inc.
13 -- 1994 Annual Report to Shareowners.
21 -- Subsidiaries of U S WEST, Inc.
23 -- Consent of Independent Accountants.
24 -- Powers of Attorney.
27 -- Financial Data Schedule.
99a -- Annual Report on Form 11-K for the U S WEST Savings Plan/ESOP for
Salaried Employees for the year ended December 31, 1994, to be filed
by amendment.
99b -- Annual Report on Form 11-K for the U S WEST Savings and Security
Plan/ESOP for the year ended December 31, 1994, to be filed by
amendment.