Qwest Communications Reports Strong Second Quarter 2001 Results Driven By Growth in Commercial, Internet and Data Revenues

Quarterly Revenue Grew Over 12 Percent Versus Pro Forma 2000

Second quarter results compared with pro forma second quarter 2000:

- Total revenue grew 12.2 percent to $5.22 billion - Pro forma normalized net income was $128 million, or $0.08 per diluted share - Internet and data services revenue grew about 41 percent and represents more than 27 percent of total revenue - Commercial revenue increased 26.7 percent with market share gains in global business services and wholesale markets - Total EBITDA grew 13.1 percent to $2.03 billion compared with pro forma normalized EBITDA in second quarter 2000

Reported second quarter results compared with second quarter 2000: 

- Total revenue of $5.22 billion grew 51.4 percent, while EBITDA of $2.03 billion increased 30.1 percent - One-time and merger-related charges of $3.72 billion, pre-tax, primarily comprised of non-cash, non-operating write-downs in equity holdings of other companies - Net loss of ($3.31) billion or ($1.99) per share compared to a net loss of ($121) million or ($0.14) per share in the second quarter of 2000

Operational results:

- DSL customers grew 105 percent to 360,000 customers over second quarter 2000 - Leadership changes in consumer, small business and wireless units drove record sales for those units in June - Strong quarter for wholesale services led by Internet services and optical network services

Note to investors: Pro forma normalized information regarding Qwest's results from operations is provided as a complement to reported results provided in accordance with accounting principles generally accepted in the United States (GAAP). The condensed consolidated pro forma normalized statements give retroactive effect as though the merger of Qwest and U S WEST, Inc. had occurred as of the beginning of the periods presented. Shares outstanding and earnings per share have been restated to give retroactive effect to the exchange ratio resulting from the Merger. In addition, results have been adjusted to eliminate the impact of non-recurring items, such as merger costs, a depreciation adjustment on access lines returned to service, gains/losses on the sale of investments, change in the market value of investments, the write-down of investments, elimination of in-region long- distance activity, and a tax true-up on merger-related expenses. Certain re-classifications have been made to prior periods to conform to the current presentation.

DENVER, July 24 /PRNewswire/ -- Qwest Communications International Inc. (NYSE: Q), the broadband communications company, today announced strong revenue and earnings before interest, taxes, depreciation and amortization (EBITDA) for the second quarter of 2001. Total second quarter revenue increased to $5.22 billion, a 12.2 percent increase versus pro forma second quarter 2000 revenue. Second quarter EBITDA grew 13.1 percent on a pro forma normalized basis to $2.03 billion. In addition, Qwest recorded pro forma normalized net income of $128 million, or $0.08 per diluted share. Qwest has met or exceeded the consensus of analysts' estimates for the 17th consecutive quarter.

"We are pleased with our overall results achieved during the quarter. The Qwest team demonstrated its ability to continue strong revenue and EBITDA growth by leveraging our unique and diverse market position in challenging economic conditions," said Joseph P. Nacchio, Qwest chairman and CEO. "We are encouraged by strong growth in our commercial unit and by recent operational improvements, driven by new business leadership. These factors are key to our growth through the remainder of the year."

Reported in accordance with generally accepted accounting principles (GAAP), Qwest's revenue increased 51.4 percent; EBITDA grew 30.1 percent over reported second quarter 2000 results; and Qwest recorded a net loss of ($3.31) billion or ($1.99) per share for the second quarter 2001. The GAAP-based results include $3.72 billion in pre-tax one-time charges. The one-time items include $3.11 billion in non-cash investment write-downs principally comprised of the company's holdings in KPNQwest; $415 million in merger-related charges; a non-cash charge of $222 million for additional depreciation on access lines previously held for sale; and $27 million in other one-time gains (net). These one-time items are excluded from the pro forma normalized results presented in Attachment A to this news release.

On July 20, 2001, Qwest terminated its agreement with Citizens Communications Company to sell access lines and related properties and ceased actively marketing all access lines held for sale. As a result, a cumulative depreciation catch-up of $222 million was recorded in the second quarter.

Commercial services revenues increased 26.7 percent to $2.90 billion, driven by a robust demand for Qwest's broadband Internet, data and Internet Protocol (IP) services. Internet, data and IP services grew about 41 percent in the quarter as compared with the second quarter of the previous year. Strong demand for Qwest's domestic and international wholesale and global business services led to continued market share gain, which offset the impact of the slowing economy on local service revenues.

The company's small business and consumer units reported services revenue growth of 4.4 percent, or two percent including out-of-region long-distance service results.

Second quarter EBITDA, on a pro forma normalized basis grew 13.1 percent to $2.03 billion as EBITDA margins expanded 40 basis points from 38.5 percent in second quarter 2000 to 38.9 percent in second quarter 2001. This increase in EBITDA margin resulted from tight cost controls and productivity improvements.

"We are pleased with the continued execution of our financial and operational plans. Qwest's ability to adjust to market conditions and deliver revenue growth demonstrates the value of our brand and our diverse asset portfolio," said Robin R. Szeliga, Qwest executive vice president of finance and CFO. "We achieved strong revenue and EBITDA growth for the quarter as we continued our focused execution of the company's growth strategies. Additionally, we will continue to streamline the company's cost structure and achieve operational efficiencies."

On a pro forma normalized basis, the company recorded second quarter net earnings of $128 million, or $0.08 per diluted share, compared to net earnings of $255 million, or $0.15 per diluted share, a year ago. The decrease reflects increases in both interest expense and depreciation driven by Qwest's growth-stimulated capital program and the amortization impact from merger- related purchase accounting. Pro forma normalized cash earnings per diluted share, which excludes amortization, were $0.29 for the second quarter of 2001 versus $0.32 in the second quarter of 2000.

For the full year 2001, Qwest expects to achieve total revenues of $21.3 billion to $21.5 billion and EBITDA of $8.5 billion to $8.6 billion. Qwest also expects to spend between $8.8 billion and $9.0 billion of capital in 2001.

Yesterday, Qwest proposed commencing a private placement of approximately $3.0 billion in notes to refinance commercial paper and other debt.

COMMERCIAL, SMALL BUSINESS AND CONSUMER MARKETS

Commercial revenues grew 26.7 percent compared to the second quarter 2000. Global business markets sales were strong, led by demand for IP-access services, including dedicated Internet access (DIA), virtual private network (VPN) services, and Internet dial ports. Data and IP sales comprised 70 percent of the total global business markets contracted sales in the second quarter 2001, compared with more than 60 percent in the first quarter.

In the second quarter, Qwest continued to grow its share in large, national market accounts with new contracts from such companies as Microsoft's MSN, Kaiser Permanente and Fifth Third Bank. Qwest also won new business in the government and education sectors during the quarter, including the U.S. Mint, State of Maryland, State of Louisiana, the University of Missouri System and California State University.

Commercial wholesale revenues were sparked by strong demand for Internet and optical network capacity worldwide. Contributing to this demand was a "flight to safety" spurred by reported and perceived difficulties of many new carriers. Wholesale revenue from Qwest's 14-state local service territory benefited from strong demand for private line and access services stimulated in part by local competition.

Small business sales generated a 5.3 percent sequential growth and hit an all-time monthly high in June, reflecting the initial success of a newly formed business unit focused on the small business market.

More than 30 percent of Qwest consumer customers subscribe to bundled services including Internet access, voice messaging, caller identification, voice messaging and additional lines -- a 12 percent increase over the second quarter of 2000. There is significant opportunity for further bundling of DSL and wireless services as only two percent of customers have bought fully integrated communications services bundles. The addition of long-distance service to the bundle, following Federal Communications Commission's approval for Qwest to re-enter the long-distance business in the 14-state local service area, represents an additional, significant revenue growth opportunity.

Wireless services revenues grew 20 percent sequentially or 51 percent year-over-year to more than $181 million in the second quarter of 2001. Qwest wireless customers totaled over one million at the end of the quarter. Average revenue per user increased to $52 from $50 in the first quarter of 2001 as Qwest focused on high-value customers and exited the low-usage, pre- paid business. In June, the wireless business unit, under new leadership, benefited from promotional and marketing activities by winning nearly 95,000 new (gross) customers -- a record monthly number. This puts Qwest Wireless on track to achieve between 70 percent to 80 percent annual revenue growth.

INTERNET, DATA and IP SERVICES

Second quarter Internet, data and IP services revenues grew about 41 percent over the second quarter 2000. Internet and data revenues represent more than 27 percent of total revenue. Strong growth was realized in the following areas: Web hosting and related services, dedicated Internet access (DIA), DSL, virtual private network (VPN), and Internet professional services.

Digital Subscriber Line (DSL) growth remained strong with an increase of more than 105 percent annually to approximately 360,000 customers. The number of DSL customers is expected to hit 500,000 by the end of 2001.

Qwest and Microsoft during the quarter formed a five-year strategic alliance to combine premium MSN Internet Access, content and services with Qwest's broadband Internet network and telecommunications services for 10 million consumer homes in Qwest's local service area. Qwest will exclusively market MSN Internet Access and services alone or in bundles of services to new and existing customers starting later this summer. In addition, MSN will purchase from Qwest; broadband capacity, digital subscriber lines (DSL), dial ports, and billing and collections services to support the delivery of its content solutions and services to consumers.

NETWORK EXPANSION

The company extended its global network to more than 113,000 route miles (4.5 million fiber miles) through 7,000-miles of fiber-optic routes in Asia and the Middle East that provide customers with seamless global connectivity on Qwest facilities. Qwest acquired these new routes through transactions with other carriers, taking advantage of favorable pricing for existing assets. In addition, Qwest beat its goal of operating local broadband networks in 25 major markets outside its 14-state local service territory seven months ahead of schedule.

SERVICE IMPROVEMENT

J.D. Power and Associates has named Qwest number one in customer satisfaction among residential long-distance customers nationwide who spend more than $50 monthly. The survey measured customer satisfaction across a number of key attributes including service, product quality and value. The study also cited Qwest for significant improvement in the past year in resolving customer questions with one call.

During the quarter, Qwest continued to see the best customer service results in seven years in key areas for residential and small business customers, including installations, repairs and out-of-service response intervals. Total customer complaints in the second quarter were down 18 percent as compared with the same period a year ago. This is the fourth consecutive quarter of service improvements.

Conference Call Today

As previously announced, Qwest will host a conference call for investors and the media today at 9 a.m. (EDT), featuring Joseph P. Nacchio, Qwest chairman and CEO, and Robin R. Szeliga, Qwest executive vice president of finance and CFO. The call may be heard on the Web at www.qwest/com/about/investor/meetings.

About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leader in reliable, scalable and secure broadband data, voice and image communications for businesses and consumers. The Qwest Macro Capacity(R) Fiber Network, designed with the newest optical networking equipment for speed and efficiency, spans more than 113,000 miles globally. For more information, please visit the Qwest web site at www.qwest.com.

This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Qwest with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, volatility of Qwest's stock price, intense competition in the communications services market, changes in demand for Qwest's products and services, dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels, higher than anticipated employee levels, capital expenditures and operating expenses, rapid and significant changes in technology and markets, adverse changes in the regulatory or legislative environment affecting Qwest's business and delays in Qwest's ability to provide interLATA services within its 14-state local service territory, failure to maintain rights of way, and failure to achieve the projected synergies and financial results expected to result from the acquisition of U S WEST timely or at all and difficulties in combining the operations of Qwest and U S WEST. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility. Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward- looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The Qwest logo is a registered trademark of, and CyberCenter is a service mark of, Qwest Communications International Inc. in the U.S. and certain other countries.

                                 ATTACHMENT A

                    QWEST COMMUNICATIONS INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2) - PRO FORMA NORMALIZED

                    (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

                        Three Months Ended          Six Months Ended
                             June 30,        %          June 30,        %
                          2001     2000    Change   2001     2000    Change

     OPERATING REVENUES
     Commercial
      services          $2,898    $2,287    26.7   $5,647   $4,460     26.6
     Consumer and
      small business
      services           1,708     1,675     2.0    3,392    3,315      2.3
     Directory services    348       331     5.1      690      678      1.8
     Switched access
      services             268       361   (25.8)     544      718    (24.2)
     Total operating
      revenues           5,222     4,654    12.2   10,273    9,171     12.0

     OPERATING EXPENSES
     Cost of services    1,850     1,516    22.0    3,646    3,019     20.8
     Selling,
      general and
      administrative     1,343     1,344    (0.1)   2,601    2,634     (1.3)
     EBITDA              2,029     1,794    13.1    4,026    3,518     14.4

     Depreciation          865       650    33.1    1,697    1,275     33.1
     Goodwill and
      other intangible
      amortization         392       317    23.7      711      634     12.1
     Operating income      772       827    (6.7)   1,618    1,609      0.6

     OTHER EXPENSE
     Interest expense      343       244    40.6      681      493     38.1
     Other expense - net    14        15    (6.7)      34       19     78.9
     Total other
      expense - net        357       259    37.8      715      512     39.6
     Income before
      income taxes         415       568   (26.9)     903    1,097    (17.7)

     Income tax
      provision            287       313    (8.3)     557      603     (7.6)
     NET INCOME           $128      $255   (49.8)    $346     $494    (30.0)


     Basic earnings
      per share          $0.08     $0.16   (50.0)   $0.21    $0.30    (30.0)

     Basic average
      shares
      outstanding        1,661     1,641     1.2    1,659    1,635      1.5

     Diluted earnings
      per share          $0.08     $0.15   (46.7)   $0.21    $0.29    (27.6)

     Diluted average
      shares
      outstanding        1,674     1,684    (0.6)   1,674    1,681     (0.4)

     Diluted cash
      earnings per
      share              $0.29     $0.32    (9.4)   $0.59    $0.63     (6.3)

(1) The consolidated pro forma normalized statements give retroactive
effect as though the merger of Qwest and U S WEST had occurred as of the
beginning of the periods presented. Shares outstanding and earnings per
share have been restated to give retroactive effect to the exchange
ratio resulting from the Merger. In addition, results have been
adjusted to eliminate the impacts of non-recurring items, such as merger
costs, a depreciation adjustment for access lines returned to service,
gains/losses on the sale of investments, change in the market value of
financial instruments, the write-down of investments, elimination of in-
region long-distance activity, and a tax true-up on Merger-related
expenses. The Merger has been accounted for as a purchase transaction.
Certain reclassifications have been made to prior periods to conform to
current presentation.

(2) Diluted cash earnings per share represent diluted earnings per share
adjusted to add back the after-tax amortization of goodwill and other
intangible assets resulting from the Merger.

                                   ATTACHMENT B

                      QWEST COMMUNICATIONS INTERNATIONAL INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2)
                      (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                    (UNAUDITED)

                        Three Months Ended          Six Months Ended
                             June 30,       %           June 30,        %
                          2001     2000   Change    2001     2000    Change

     OPERATING REVENUES
     Commercial
      services       $2,898    $1,252    131.5     $5,647   $2,459    129.6
     Consumer and
      small business
      services        1,708     1,506     13.4      3,392    2,972     14.1
     Directory
      services          348       331      5.1        690      678      1.8
     Switched access
      services          268       361    (25.8)       544      718    (24.2)
     Total operating
      revenues        5,222     3,450     51.4     10,273    6,827     50.5

     OPERATING EXPENSES
     Cost of
      services        1,850       830    122.9      3,646    1,695    115.1
     Selling,
      general and
      administrative  1,343     1,061     26.6      2,601    2,066     25.9
     EBITDA           2,029     1,559     30.1      4,026    3,066     31.3

     Depreciation       865       600     44.2      1,697    1,186     43.1
     Depreciation
      adjustment for
      access lines
      returned to
      service           222        --       --        222       --       --
     Goodwill and
      other intangible
      amortization      392        --       --        711       --       --
     Merger-related
      and other
      one-time charges  415       291     42.6        624      306    103.9
     Operating income   135       668    (79.8)       772    1,574    (51.0)

     OTHER EXPENSE/(INCOME)
     Interest expense   343       207     65.7        681      418     62.9
     Change in market
      value of
      financial
      instruments        23       639    (96.4)        --      768   (100.0)
     Gain on sales
      of rural
      exchanges         (50)       --       --        (50)      --       --
     Gain on sales
      of investments     --        --       --         --      (79)  (100.0)
     Investment
      write-downs     3,108        --       --      3,247       --       --
     Other expense
      - net              14        15     (6.7)        34       14    142.9
     Total other
      expense - net   3,438       861    299.3      3,912    1,121    249.0

     (Loss) income
      before income
      taxes and
      extraordinary
      item           (3,303)     (193) 1,611.4     (3,140)     453   (793.2)
     Income tax
      provision
      (benefit)           3       (72)  (104.2)       147      170    (13.5)
     Net (loss)
      income before
      extraordinary
      item          $(3,306)    $(121) 2,632.2    $(3,287)    $283 (1,261.5)
     Extraordinary
      item - early
      retirement of
      debt, net of tax   --        --       --        (65)      --       --

     NET (LOSS)
      INCOME        $(3,306)    $(121) 2,632.2    $(3,352)    $283 (1,284.5)

     Basic (loss)
      earnings per
      share          $(1.99)   $(0.14) 1,321.4     $(2.02)   $0.32   (731.3)

     Basic average
      shares
      outstanding     1,661       887     87.3      1,659      882     88.1

     Diluted (loss)
      earnings per
      share          $(1.99)   $(0.14) 1,321.4     $(2.02)   $0.32   (731.3)

     Diluted average
      shares
      outstanding     1,661       887     87.3      1,659      895     85.4

     Dividends
      per share       $0.05       $--       --      $0.05    $0.31   (83.9)

(1) The condensed consolidated statements of operations reflect the
results of operations for the merged Qwest entity for the three and six
months ended June 30, 2001.For the three and six months ended June 30,
2000, the amounts reflect the results of operations for U S WEST, Inc.
only (the accounting acquirer in the Merger).

(2) Earnings (loss) per share gives effect to the 1.72932 exchange ratio.

                                   ATTACHMENT C

                      QWEST COMMUNICATIONS INTERNATIONAL INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2)
                              - PRO FORMA NORMALIZED
                      (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                    (UNAUDITED)

                                             Three Months Ended
                                               June 30, 2001

                                       As        Pro Forma      Pro Forma
                                    Reported     Normalized     Normalized
                                    Results     Adjustments      Results

     OPERATING REVENUES
     Commercial services             $2,898          $--          $2,898
     Consumer and small
      business services               1,708           --           1,708
     Directory services                 348           --             348
     Switched access services           268           --             268
     Total operating revenues         5,222           --           5,222

     OPERATING EXPENSES
     Cost of services                 1,850           --           1,850
     Selling, general and
      administrative                  1,343           --           1,343
     EBITDA                           2,029           --           2,029

     Depreciation                       865           --             865
     Depreciation adjustment for
      access lines returned to
      service                           222         (222)             --
     Goodwill and other intangible
      amortization                      392           --             392
     Merger-related and other
      one-time charges                  415         (415)             --
     Operating income                   135          637             772

     OTHER EXPENSE/(INCOME)
     Interest expense                   343           --             343
     Change in market value of
      financial instruments              23          (23)             --
     Gain on sales of rural
      exchanges                        (50)           50              --
     Investment write-downs           3,108       (3,108)             --
     Other expense - net                 14           --              14
     Total other expense - net        3,438       (3,081)            357

     (Loss) income before
      income taxes                   (3,303)       3,718             415

     Income tax provision
      (benefit)                           3          284             287
     NET (LOSS) INCOME              $(3,306)      $3,434            $128

     Basic (loss) earnings
      per share                      $(1.99)                       $0.08

     Basic average shares
      outstanding                     1,661                        1,661
     Diluted (loss) earnings
      per share                     $(1.99)                        $0.08

     Diluted average shares
      outstanding                     1,661                        1,674
     Diluted cash earnings
      per share                                                    $0.29


                                            Three Months Ended
                                              June 30, 2000

                                       As        Pro Forma       Pro Forma
                                    Reported     Normalized      Normalized
                                    Results     Adjustments       Results

     OPERATING REVENUES
     Commercial services             $1,252          $1,035        $2,287
     Consumer and small
      business services               1,506             169         1,675
     Directory services                 331              --           331
     Switched access services           361              --           361
     Total operating revenues         3,450           1,204         4,654

     OPERATING EXPENSES
     Cost of services                   830             686         1,516
     Selling, general
      and administrative              1,061             283         1,344
     EBITDA                           1,559             235         1,794

     Depreciation                       600              50           650
     Depreciation adjustment for
      access lines returned to
      service                            --              --            --
     Goodwill and other intangible
      amortization                       --             317           317
     Merger-related and other
      one-time charges                  291            (291)           --
     Operating income                   668             159           827

     OTHER EXPENSE/(INCOME)
     Interest expense                   207              37           244
     Change in market value of
      financial instruments             639            (639)           --
     Gain on sales of rural
      exchanges                          --              --            --
     Investment write-downs              --              --            --
     Other expense - net                 15              --            15
     Total other expense - net          861            (602)          259

     (Loss) income before
      income taxes                     (193)            761           568

     Income tax provision (benefit)     (72)            385           313
     NET (LOSS) INCOME                $(121)           $376          $255

     Basic (loss) earnings
      per share                      $(0.14)                        $0.16

     Basic average shares
      outstanding                       887                         1,641
     Diluted (loss) earnings
      per share                      $(0.14)                        $0.15

     Diluted average shares
      outstanding                       887                         1,684
     Diluted cash earnings
      per share                                                     $0.32

(1) The consolidated pro forma normalized statements give retroactive
effect as though the merger of Qwest and U S WEST had occurred as
of the beginning of the periods presented.Shares outstanding and
earnings per share have been restated to give retroactive effect to the
exchange ratio resulting from the Merger. In addition, results have been
adjusted to eliminate the impacts of non-recurring items, such as
merger costs, a depreciation adjustment for access lines returned to
service, gains/losses on the sale of investments, change in the market
value of financial instruments, the write-down of investments,
elimination of in-region long-distance activity, and a tax true-up on
Merger-related expenses. The Merger has been accounted for as a
purchase transaction. Certain reclassifications have been made to prior
periods to conform to current presentation.

(2)Diluted cash earnings per share represent diluted earnings per share
adjusted to add back the after-tax amortization of goodwill and
other intangible assets resulting from the Merger.

                                 ATTACHMENT D

                    QWEST COMMUNICATIONS INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2) - PRO FORMA NORMALIZED

                    (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

                                               Six Months Ended
                                                June 30, 2001

                                       As        Pro Forma       Pro Forma
                                    Reported     Normalized      Normalized
                                     Results    Adjustments       Results

     OPERATING REVENUES
     Commercial services             $5,647             $--        $5,647
     Consumer and small
      business services               3,392              --         3,392
     Directory services                 690              --           690
     Switched access services           544              --           544
     Total operating revenues        10,273              --        10,273

     OPERATING EXPENSES
     Cost of services                 3,646              --         3,646
     Selling, general
      and administrative              2,601              --         2,601
     EBITDA                           4,026              --         4,026

     Depreciation                     1,697              --         1,697
     Depreciation adjustment
      for access lines returned
      to service                        222            (222)           --
     Goodwill and other intangible
      amortization                      711              --           711
     Merger-related and other
      one-time charges                  624            (624)           --
     Operating income                   772             846         1,618

     OTHER EXPENSE/(INCOME)
     Interest expense                   681              --           681
     Change in market value of
      financial instruments              --              --            --
     Gain on sales of
      rural exchanges                   (50)             50            --
     Gain on sales of investments        --              --            --
     Investment write-downs           3,247          (3,247)           --
     Other expense - net                 34               -            34
     Total other expense - net        3,912          (3,197)          715

     (Loss) income before income
      taxes and extraordinary item   (3,140)          4,043           903

     Income tax provision               147             410           557
     Net (loss) income before
      extraordinary item            $(3,287)         $3,633          $346
     Extraordinary item -
      early retirement of debt,
      net of tax                        (65)             65            --

     NET (LOSS) INCOME              $(3,352)         $3,698          $346

     Basic (loss) earnings
      per share                      $(2.02)                        $0.21

     Basic average shares
      outstanding                     1,659                         1,659
     Diluted (loss) earnings
      per share                      $(2.02)                        $0.21

     Diluted average shares
      outstanding                     1,659                         1,674
     Diluted cash earnings
      per share                                                     $0.59


                                                Six Months Ended
                                                  June 30, 2000

                                       As           Pro Forma     Pro Forma
                                    Reported       Normalized     Normalized
                                    Results        Adjustments     Results

     OPERATING REVENUES
     Commercial services             $2,459          $2,001        $4,460
     Consumer and small
      business services               2,972             343         3,315
     Directory services                 678              --           678
     Switched access services           718              --           718
     Total operating revenues         6,827           2,344         9,171

     OPERATING EXPENSES
     Cost of services                 1,695           1,324         3,019
     Selling, general
      and administrative              2,066             568         2,634
     EBITDA                           3,066             452         3,518

     Depreciation                     1,186              89         1,275
     Depreciation adjustment
      for access lines returned
      to service                         --              --            --
     Goodwill and other intangible
      amortization                       --             634           634
     Merger-related and other
      one-time charges                  306            (306)           --
     Operating income                 1,574              35         1,609

     OTHER EXPENSE/(INCOME)
     Interest expense                   418              75           493
     Change in market value
      of financial instruments          768            (768)           --
     Gain on sales
      of rural exchanges                 --              --            --
     Gain on sales of investments       (79)             79            --
     Investment write-downs              --              --            --
     Other expense - net                 14               5            19
     Total other expense - net        1,121            (609)          512

     (Loss) income before income
      taxes and extraordinary item      453             644         1,097

     Income tax provision               170             433           603
     Net (loss) income before
      extraordinary item               $283            $211          $494
     Extraordinary item - early
      retirement of debt,
      net of tax                         --              --            --

     NET (LOSS) INCOME                 $283            $211          $494

     Basic (loss) earnings
      per share                       $0.32                         $0.30

     Basic average shares
      outstanding                       882                         1,635
     Diluted (loss) earnings
      per share                       $0.32                         $0.29

     Diluted average shares
      outstanding                       895                         1,681
     Diluted cash earnings per share                                $0.63

(1) The consolidated pro forma normalized statements give retroactive
effect as though the merger of Qwest and U S WEST had occurred as of the
beginning of the periods presented. Shares outstanding and earnings per
share have been restated to give retroactive effect to the exchange ratio
resulting from the Merger. In addition, results have been adjusted to
eliminate the impacts of non-recurring items, such as merger costs, a
depreciation adjustment for access lines returned to service,
gains/losses on the sale of investments, change in the market value of
financial instruments, the write-down of investments, elimination of in-
region long-distance activity, and a tax true-up on Merger-related
expenses. The Merger has been accounted for as a purchase transaction.
Certain reclassifications have been made to prior periods to conform to|
current presentation.

(2) Diluted cash earnings per share represent diluted earnings per share
adjusted to add back the after-tax amortization of goodwill and other
intangible assets resulting from the Merger.

                                   ATTACHMENT E

                      QWEST COMMUNICATIONS INTERNATIONAL INC.
                            SELECTED CONSOLIDATED DATA
                                     2000-2001

                                               As of and for the
                                              Three Months Ended
                                                   June 30,            %
                                              2001        2000       Change

     DSL (in 14-state region):
      Subscribers (thousands)                  360         175      105.7
      DSL equipped central offices             303         277        9.4
      Subscribers per equipped
       central office                        1,187         633       87.5

     Wireless/PCS:
      Revenues (millions)                     $181        $120       50.8
      Subscribers (thousands)                1,002         653       53.4
      ARPU (dollars)                           $52         $55        (5.5)
      Penetration                            5.26%       4.33%       21.5

     Capital expenditures (millions)        $2,616      $2,521        3.8

     Access lines (thousands):
      Business                               6,252       5,973        4.7
      Consumer                              11,788      11,980        (1.6)
        Total access lines                  18,040      17,953        0.5

     Voice grade equivalent
      access lines (thousands):
      Business                              39,261      27,648       42.0
      Consumer                              12,786      12,424        2.9
        Total voice grade equivalents       52,047      40,072       29.9


                                   ATTACHMENT F
                      QWEST COMMUNICATIONS INTERNATIONAL INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                               (DOLLARS IN MILLIONS)
                                    (UNAUDITED)

                                                   June 30,    December 31,
                                                     2001          2000

                           ASSETS
     Current assets:
     Cash and cash equivalents                      $516            $154
     Accounts receivable - net                     4,842           4,235
     Inventories and supplies                        352             275
     Prepaid and other                               707             535
        Total current assets                       6,417           5,199

     Property, plant and equipment - net          29,050          25,760
     Investments                                   1,571           8,186
     Goodwill and intangibles - net               34,688          32,327
     Other assets - net                            2,180           2,029

        Total assets                             $73,906         $73,501

           LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
     Short-term borrowings                        $5,859          $3,645
     Accounts payable                              2,426           2,049
     Accrued expenses                              3,272           3,806
     Advance billings and customer deposits          383             393
        Total current liabilities                 11,940           9,893


     Long-term borrowings                         17,575          15,421
     Post-retirement and other post-employment
      benefit obligations                          2,927           2,735
     Deferred taxes, credits and other             4,178           4,148

     Stockholders' equity                         37,286          41,304

        Total liabilities and
         stockholders' equity                    $73,906         $73,501



                                   ATTACHMENT G

                      QWEST COMMUNICATIONS INTERNATIONAL INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (1)
                               (DOLLARS IN MILLIONS)
                                    (UNAUDITED)

                                                    Six Months Ended
                                                        June 30,
                                                   2001            2000

     Cash provided by
      operating activities                        $2,307          $1,799

     INVESTING ACTIVITIES
     Expenditures for property,
      plant and equipment                         (5,559)         (2,702)
     Proceeds from sale of
      Global Crossing Ltd. common stock               --           1,140
     Cash from acquisition                            --             407
     Other                                            91            (206)
     Cash used for investing activities           (5,468)         (1,361)

     FINANCING ACTIVITIES
     Net proceeds from current borrowings          2,296              89
     Proceeds from issuance of
      long-term borrowings - net                   3,238             992
     Repayments of long-term borrowings           (1,102)           (270)
     Costs relating to the early
      retirement of debt                            (106)             --
     Proceeds from issuances of common stock         280             115
     Repurchase of stock                          (1,000)             --
     Dividends paid on common stock                  (83)           (542)
     Cash provided by financing activities         3,523             384


     CASH AND CASH EQUIVALENTS
     Increase                                        362             822
     Beginning balance                               154              78
     Ending balance                                 $516            $900

(1) The condensed consolidated statements of cash flows reflect the cash
flow activities for the merged Qwest entity for the six months ended
June 30, 2001.For the six months ended June 30 ,2000, the amounts
reflect the cash flow activities for U S WEST, Inc. only (the accounting
acquirer in the Merger).

                    
SOURCE Qwest Communications International Inc.

CONTACT: Media, Tyler Gronbach, +1-303-992-2155, tyler.gronbach@qwest.com, or Investors, Lee Wolfe, +1-800-567-7296, IR@qwest.com, both of Qwest Communications International Inc./