EXHIBIT 99A.1
CONSOLIDATED STATEMENTS OF INCOME (1) (2)             U S WEST, INC.
(UNAUDITED)



                         Quarter Ended          Nine Months Ended
In millions, except       September 30,      %     September 30,    %
 per share amounts        1999   1998   Change   1999   1998(3)   Change
- ------------------------ -----  -----   -------  -----  --------  ------
                                                

OPERATING REVENUES
 Local services          $1,979 $1,805   9.6     $5,779 $5,291      9.2
 Access services            688    660   4.2      2,057  1,996      3.1
 Directory services         336    313   7.3        995    929      7.1
 Long-distance services     141    202 (30.2)       471    606    (22.3)
 Other services             173    132  31.1        455    352     29.3
                          -----  -----          ------- ------
Total operating rev.      3,317  3,112   6.6      9,757  9,174      6.4
                          -----  -----          ------- ------
OPERATING EXPENSES
 Employee-related         1,195  1,104   8.2      3,473  3,179      9.2
 Other operating            657    651   0.9      1,996  2,072     (3.7)
 Depreciation & amort       588    558   5.4      1,763  1,625      8.5
                          -----  -----          ------- ------
Total operating exp.      2,440  2,313   5.5      7,232  6,876      5.2
                          -----  -----          ------- ------

OPERATING INCOME            877    799   9.8      2,525  2,298      9.9

Interest expense            203    172  18.0        519    495      4.8
Terminated merger-
 related expenses           282      -     -        282      -        -
Other (income)expense        (4)    19     -         10     77    (87.0)
                          -----  -----          ------- ------
Income before
 income taxes               396    608 (34.9)     1,714  1,726     (0.7)

Income tax provision(4)     257    229  12.2        757    658     15.0
                          -----  -----          ------- ------

 NET INCOME              $  139 $  379 (63.3)    $  957 $1,068    (10.4)
                          =====  =====          ======= ======

 Basic earnings
 per share               $ 0.28 $ 0.76 (63.2)    $ 1.90 $ 2.13    (10.8)
                          =====  =====          ======= ======


 Basic average shares
 outstanding              504.8  501.8   0.6      504.0  501.5      0.5
                          =====  =====          ======= ======

 Diluted earnings
 per share               $ 0.27 $ 0.75 (64.0)    $ 1.88 $ 2.11    (10.9)
                          =====  =====          ======= ======


 Diluted average shares
 outstanding              509.0  506.0   0.6      508.5  505.7      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 nine months ended  September 30, 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 period indicated.
<F2>
(2) Net income for the three and nine months ended  September  30, 1999 includes
$282 of after tax  charges  associated  with  terminating  the  Global  Crossing
merger.
<F3>
(3) Net income for the nine months  ended  September  30, 1998  includes  $89 of
after  tax  charges  associated  with the  Separation  and an asset  impairment,
consisting of $129 of other operating expense, net of $40 of income tax expense.
<F4>
(4) The  disproportionate tax rate for the three and nine months ended September
30,  1999,  results  from the  deductibility  of the  terminated  merger-related
expenses being subject to review.
</FN>