PRO FORMA STATEMENTS OF INCOME (1) (2) U S WEST, INC. (UNAUDITED) Quarter Ended Year ended In millions, except Mar 31, Jun 30,Sept 30,Dec 31, Dec 31, per share amounts 1998 1998 1998 1998 1998 - - ----------------------------- ------- ----- ------- ------ --------- OPERATING REVENUES Local services $ 1,726 $1,751 $1,798 $1,829 $ 7,104 Access services 664 669 657 670 2,660 Directory services 305 300 314 430 1,349 Long-distance services 204 200 202 189 795 Other services 104 116 132 166 518 ------- ----- ------- ------ --------- Total operating rev. 3,003 3,036 3,103 3,284 12,426 ------- ----- ------- ------ --------- OPERATING EXPENSES Employee-related 1,004 1,070 1,100 1,141 4,315 Other operating 660 770 647 765 2,842 Depreciation & amort 532 535 558 574 2,199 ------- ----- ------- ------ --------- Total operating exp. 2,196 2,375 2,305 2,480 9,356 ------- ----- ------- ------ --------- Operating Income 807 661 798 804 3,070 OTHER EXPENSE Interest expense 163 160 172 165 660 Other expense 25 33 19 10 87 ------- ----- ------- ------ --------- Income before income taxes 619 468 607 629 2,323 Income tax provision 230 184 229 232 875 ------- ----- ------- ------ --------- NET INCOME $ 389 $ 284 $ 378 $ 397 $ 1,448 ======= ===== ======= ====== ========= Basic earnings per share $ 0.78 $0.57 $ 0.75 $ 0.79 $ 2.89 ======= ===== ======= ====== ========= Basic average shares outstanding 501.3 501.5 501.8 502.7 501.8 ======= ===== ======= ====== ========= Diluted earnings per share $ 0.77 $0.56 $ 0.75 $ 0.78 $ 2.86 ======= ===== ======= ====== ========= Diluted average shares outstanding 505.5 505.6 506.0 508.0 506.2 ======= ===== ======= ====== ========= Normalized diluted earnings per share (3) $ 0.77 $0.74 $ 0.75 $ 0.78 $ 3.04 ======= ===== ======= ====== ========= <FN> <F1> (1) The separation of U S WEST, Inc. into two independent companies, U S WEST, Inc. ("New U S WEST") and MediaOne Group, Inc., (the "Separation") occurred on June 12, 1998. The results for the year ended December 31, 1998 give effect to the Separation as if the business that comprised New U S WEST operated as a separate entity for the entire period presented. Additionally, the results of operations include pro forma adjustments for the assumption of indebtedness and the issuance of shares in connection with the alignment of the directory business with New U S WEST, as if the Separation had been consummated as of the beginning of the year. <F2> (2) The results of operations for 1998 include pro forma adjustments for the change in accounting principle to recognize revenues and expenses for directory publishing under the "point of publication" method from the "amortization" method as if the change in accounting principle had been adopted as of the beginning of each period presented. Under the "point of publication" method, revenues and expenses are recognized when the directories are delivered whereas under the "amortization" method, revenues and expenses were recognized over the lives of the directories, generally one year. <F3> (3) Second quarter 1998 income was normalized for $89 ($0.17 per share) for costs associated with the Separation and an asset impairment. </FN>