PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (1)(2)     U S WEST, INC.
(UNAUDITED)





                         Quarter Ended          Year Ended
In millions, except      December 31,     %     December 31,    %
 per share amounts      1999    1998(3) Change 1999   1998(3) Change
- - -------------------     ----    ----    ------ ----   ----    ------
                                            

OPERATING REVENUES
 Local services        $2,000 $1,829     9.3  $7,746   $7,104    9.0
 Access services          691    670     3.1   2,729    2,660    2.6
 Directory services       455    430     5.8   1,436    1,349    6.4
 Long-distance services   113    189   (40.2)    584      795  (26.5)
 Other services           232    166    39.8     687      518   32.6
                        -----  -----          ------   ------
Total operating rev.    3,491  3,284     6.3  13,182   12,426    6.1
                        -----  -----          ------   ------
OPERATING EXPENSES
 Employee-related       1,266  1,141    11.0   4,733    4,315    9.7
 Other operating          774    765     1.2   2,745    2,842   (3.4)
 Depreciation & amort     604    574     5.2   2,367    2,199    7.6
                        -----  -----          ------   ------
Total operating exp.    2,644  2,480     6.6   9,845    9,356    5.2
                        -----  -----          ------   ------

Operating Income          847    804     5.3   3,337    3,070    8.7

OTHER EXPENSE
Interest expense          217    165    31.5     736      660   11.5
Loss on sale of Global
 Crossing investment      423      -       -     423        -      -
Terminated merger -
 related expenses           -      -       -     282        -      -
Other expense
 (income), net            (16)    10  (260.0)     (6)      87 (106.9)
                        -----  -----          ------   ------
Income before income
 taxes                    223    629   (64.5)  1,902    2,323  (18.1)

Income tax provision       57    232   (75.4)    800      875   (8.6)
                        -----  -----          ------   ------

Net Income             $  166 $  397   (58.2) $1,102   $1,448  (23.9)
                        =====  =====          ======   ======

 Basic earnings per
  share                $ 0.33 $ 0.79   (58.2) $ 2.18    $2.89  (24.6)
                        =====  =====          ======   ======

 Basic average shares
 outstanding            505.7  502.7     0.6   504.4    501.8    0.5
                        =====  =====          ======   ======


 Diluted earnings per
  share                $ 0.32 $ 0.78   (59.0) $ 2.16    $2.86  (24.5)
                        =====  =====          ======   ======

 Diluted average shares
 outstanding            511.7  508.0     0.7   509.3    506.2    0.6
                        =====  =====          ======   ======
<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 1999 and 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) Certain reclassifications have been made to the 1998 amounts to conform with
the 1999 presentation.
</FN>