Qwest Communications Reports Fourth Quarter, Year-End 2001 Results

 

DENVER, Jan 29, 2002 /PRNewswire-FirstCall via COMTEX/ --

- GAAP loss per share of ($0.31) reflects slowing economy, restructuring charge of ($0.22) - Results affected by continued weakness in the economy and reduced optical capacity asset sales; accordingly, 2002 capital budget further reduced to $4.0 to $4.2 billion Investors: Please see definitions of terms used in the "Note to Investors" below

Qwest Communications International Inc. (NYSE: Q) today announced its financial results for the fourth quarter and the full year of 2001. For the quarter, the company recorded a ($0.07) pro forma normalized loss per diluted share compared with pro forma normalized earnings per diluted share of $0.16 for the same period last year. For the year, it recorded pro forma normalized earnings per diluted share of $0.05 compared with pro forma normalized earnings per diluted share of $0.59 for 2000.

For the quarter, on a reported basis, prepared in accordance with Generally Accepted Accounting Principles (GAAP), the company reported a net loss of ($516) million or ($0.31) per diluted share, compared to a net loss of ($116) million or ($0.07) per diluted share in the fourth quarter of 2000. The loss in the fourth quarter of 2001 reflects an after-tax charge of $367 million or ($0.22) per diluted share due primarily to previously announced restructuring actions that include personnel reductions, real-estate consolidation and other initiatives designed to streamline operations (see note 4 on Attachment B). In addition, reported results include non-operating restructuring charges and other one-time items associated primarily with KPNQwest (see note 5 on Attachment B) and write-downs for certain equity investments. The after-tax impact of these non-operating expenses in the fourth quarter was $26 million or ($0.02) per diluted share.

For the year, on a reported basis, Qwest reported a net loss of ($2.41) per diluted share, compared to a loss of ($0.06) per diluted share in 2000.

DSL, wireless and Internet services continue to be key growth products. Total DSL customers at the end of the year increased nearly 74 percent from the end of 2000 to 448,000. Wireless services revenues for the quarter grew approximately 42 percent to $211 million with 1.11 million customers at year-end. For the quarter, recurring Internet services revenue increased 30 percent to $287 million compared with the same period last year.

"Our overall performance continues to be impacted by economic conditions nationally and in our local service region, but we are encouraged with the progress made in some of our key growth areas, including global enterprise, DSL and wireless," said Joseph P. Nacchio, Qwest chairman and CEO.

Reported revenue for the quarter was down approximately six percent to $4.70 billion, down $314 million from $5.02 billion in the same period last year. The decrease in revenues for the quarter was mainly due to reduced optical capacity asset sales and certain Internet equipment sales. For the full year, reported revenue increased approximately four percent to $19.74 billion compared with pro forma normalized 2000 revenues of $18.95 billion, or approximately 19 percent compared to 2000 reported revenues of $16.61 billion.

Recurring revenue for the quarter of $4.68 billion declined slightly as compared to $4.70 billion in the fourth quarter of 2000. Recurring revenue for Internet services grew 30 percent, or $67 million in the fourth quarter of 2001, compared with the same period last year. Wireless revenues grew 42 percent, or $62 million in the fourth quarter of 2001, compared with the same period last year. These strong growth rates were offset by weakness in local and traditional data services, reflecting continued slowing of the regional economy. Internet and data services recurring revenue of $1.03 billion for the quarter grew three percent over the same period last year and now represents approximately 22 percent of recurring revenue for the company. For the full year, recurring revenue increased five percent to $18.44 billion compared with recurring pro forma normalized 2000 revenues.

For the quarter, pro forma normalized earnings before interest, taxes, depreciation and amortization (EBITDA) was $1.61 billion compared with pro forma normalized EBITDA for the same period last year of $1.99 billion. This decline was mainly due to reduced optical capacity asset sales and certain Internet equipment sales. In addition, EBITDA was also impacted by continued investments in new product platforms and 271 re-entry, changes in product mix and an increase in uncollectible accounts due to continued weakness in the economy. For the year, Qwest recognized pro forma normalized EBITDA of $7.40 billion compared with pro forma normalized EBITDA of $7.37 billion in 2000.

"Our substantial recent investments in service improvements and new product platforms, such as Internet dial and virtual private networks, have positioned us to better meet the needs of our customers and take advantage of the economic recovery when it occurs," said Robin R. Szeliga, Qwest executive vice president of finance and CFO. "We remain focused on reducing costs and becoming free cash-flow positive as we gain scale and streamline operations."

The workforce reduction of 7,000 jobs that was previously announced is expected to be completed by mid-2002. The job reductions come as Qwest continues to streamline its business. Qwest expects to achieve this workforce reduction through attrition and continued business process improvements. The company does not expect the reductions to impact the delivery of service to customers.

For the quarter, capital expenditures were $752 million, down from $2.24 billion in the same period last year. For the year, capital expenditures were $8.54 billion compared with $8.99 billion (on a pro forma normalized basis) for 2000.

As a result of continued economic weakness, Qwest is also modifying its expected capital expenditures for 2002 to a range of $4.0 to $4.2 billion, from previous guidance of $4.2 to $4.3 billion. Qwest's resulting 2002 capital to revenue ratio is expected to be in the same range as other large communications companies. Qwest expects to be free cash flow positive in the second quarter of 2002 and beyond.

LOCAL REVENUES; LONG-DISTANCE VOICE, DATA AND INTERNET REVENUES

For the quarter, local services revenue was down $75 million, or two percent compared with the fourth quarter of 2000. For the year local services revenue grew $345 million or 2.4 percent compared with pro forma normalized 2000.

For the quarter, revenues for long-distance voice, data and Internet services decreased $238 million, or approximately 19 percent compared with the fourth quarter of 2000 as a result of a decline in optical capacity asset sales and certain Internet equipment sales. For the quarter, recurring revenues for these services grew more than six percent, or $57 million, compared with the same period last year. For the year, revenues for long- distance voice, data and Internet services increased nearly 10 percent, or $445 million, as compared to pro forma normalized 2000. For the year, recurring revenue for these services increased approximately 15 percent, or $506 million, versus pro forma normalized 2000.

For the quarter, recurring revenues for long-distance data and Internet services grew 20 percent over the same period last year.

COMMERCIAL MARKETS

Commercial services revenue declined approximately 14 percent, or $396 million, compared with the fourth quarter of 2000, primarily due to a decline in optical capacity asset sales and certain Internet equipment sales. Recurring commercial services revenue declined four percent compared with the fourth quarter of 2000. Strong growth in Internet services, including dedicated Internet access (DIA), virtual private network (VPN) services, and dial-up Internet access was offset by declines in local service revenues and delays in major customer installations and acceptances during the quarter.

Following a realignment of the business market unit to focus on the top 1000 global business and national accounts, Qwest continued to capture new market share among enterprise customers and federal and state government accounts.

CONSUMER MARKETS

Consumer revenues increased more than three percent, or $48 million, compared with the fourth quarter of 2000, with continued growth in DSL and wireless services offset by a decline in access lines of three percent.

At the end of 2001, approximately 35 percent of Qwest consumer customers subscribed to a package or bundle of services that may include Internet access, DSL, wireless, voice messaging, caller identification or additional lines. That is an improvement of 25 percent over 2000.

WIRELESS AND DSL SERVICES

Qwest wireless had approximately 1.11 million customers at the end of 2001. For the quarter, wireless services revenue grew approximately 42 percent to $211 million compared with the fourth quarter of 2000. Average revenue per user decreased approximately one percent to $54.30 compared with the third quarter of 2001.

Qwest continues to leverage its infrastructure by offering broadband services for fast Internet connections. Total DSL customers, which includes in-region and out-of-region DSL customers, increased to 448,000 at the end of 2001, which is a nearly 74 percent increase from the end of 2000. Total DSL revenues increased approximately 85 percent for the quarter and 66 percent for the year.

SERVICE IMPROVEMENT

Qwest made strong customer service improvements in 2001 in key areas of installation and repair for residential and small-business customers across its 14 Western states. The number of customers who had been waiting more than 30 days for the installation of their first telephone line reached the lowest level on record. In 2001, Qwest met nearly 99 percent of the more than 22 million installation commitments on time and nearly 95 percent of total repair commitments. Additionally, 89 percent of service outages were repaired in less than 24 hours, the best annual customer service results since 1995.

The results mark the sixth consecutive quarter that Qwest has improved customer service and follow a report by the Federal Communications Commission (FCC) that found that Qwest leads the industry in service quality. In December 2001, the FCC issued its "Quality of Service of the Local Operating Companies" report, which showed that Qwest was first among the major local service providers in four of the seven critical customer service categories measured by the FCC and that Qwest improved in six of the seven.

RE-ENTERING IN-REGION LONG-DISTANCE SERVICE

The company is continuing to make progress toward receiving federal approval to re-enter the long-distance market. On December 21, 2001, Qwest completed a critical and comprehensive operational support systems (OSS) test in Arizona. Qwest is also nearing completion of an OSS test covering 13 other local service states.

In addition to the OSS tests, 12 states have completed workshops on all 14-point checklist items. Of those 12 states, five (Colorado, Idaho, Iowa, Nebraska and Wyoming) have issued orders completing review of all checklist requirements subject to completion of the multi-state OSS test. The remaining seven states have issued final orders on most checklist items and are expected to complete their reviews in January and February.

Qwest's actual performance in serving wholesale customers is better than Verizon's and SBC's at the time they applied, and successfully received, approval to offer long-distance services in New York, Texas, Missouri and Arkansas.

The company plans to file for long-distance approval with the FCC for all states by mid-2002. The FCC is expected to approve all applications within 90 days.

NOTE TO INVESTORS

"Reported" results are prepared in accordance with generally accepted accounting principles in the United States (GAAP). Recurring and pro forma normalized results are not prepared in accordance with GAAP.

"Recurring" results reflect adjustments made for optical capacity asset revenue, certain Internet equipment sales and other items, such as contractual settlements in the periods presented. The Internet equipment sales for which our results have been adjusted to derive "recurring" results primarily include individually large and infrequent wholesale sales. For the three months ended December 31, 2001 and December 31, 2000, the recurring revenue adjustments were $23 million and $319 million, respectively. For the years ended December 31, 2001 and December 31, 2000, the recurring revenue adjustments were $1.30 billion and $1.37 billion, respectively.

Additionally, "pro forma normalized" information regarding Qwest's results from operations is provided as a complement to reported or GAAP results. 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, pro forma normalized results have been adjusted to eliminate the impact of non-recurring items such as merger-related and one-time charges, restructuring charges, asset write-offs and impairments, a depreciation adjustment on access lines returned to service, gains/losses on the sale of investments and fixed assets, 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 and restructuring charges. For additional detail on these adjustments readers should refer to Attachments C and D. Certain reclassifications have been made to prior periods to conform to the current presentation.

The term "local services" refers to our estimate of the classic U S WEST business (including wireless). The term "long-distance voice, data and Internet services" refers to our estimate of the classic Qwest business. We have worked to integrate the businesses and operations of Qwest and U S WEST since the completion of the merger on June 30, 2000. Because we do not operate the two as separate businesses, we have attempted to approximate the revenues attributable to the major lines of business of each company, as they existed prior to the merger. Our estimates do not necessarily reflect the actual results that would have been generated by the two businesses as standalone entities.

CONFERENCE CALL TODAY

As previously announced, Qwest will host a conference call for investors and the media today at 9 a.m. (EST) with Joseph P Nacchio, Qwest chairman and CEO, Robin R. Szeliga, Qwest executive vice president of finance and CFO, and Afshin Mohebbi, Qwest president and COO. 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 190,000 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 Communications International Inc. (together with its affiliates, "Qwest", "we" or "us") 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 but not limited to: potential fluctuations in quarterly results; volatility of Qwest's stock price; intense competition in the markets in which we compete; changes in demand for our products and services; the duration and extent of the current economic downturn, including its effect on our customers and suppliers; adverse economic conditions in the markets served by us or by companies in which we have substantial investments; 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 our business, delays in our ability to provide interLATA services within our 14-state local service area; 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, and difficulties in combining the operations of the combined company. This release may include analysts' estimates and other information prepared by third parties for which we assume no responsibility. We undertake 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)(3)(4) - PRO FORMA
                                  NORMALIZED
                   (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                 (UNAUDITED)

                      Three Months Ended         Twelve Months Ended
                         December 31,      %         December 31,       %
                        2001     2000    Change     2001      2000   Change

    REVENUES:
    Commercial
     services         $2,406     $2,802   (14.1) $11,166   $10,466      6.7
    Consumer services  1,496      1,448     3.3    5,900     5,674      4.0
    Directory services   543        501     8.4    1,604     1,530      4.8
    Switched access
     services            259        267    (3.0)   1,073     1,284    (16.4)
    Total revenues     4,704      5,018    (6.3)  19,743    18,954      4.2

    OPERATING EXPENSES:
    Cost of services   1,768      1,670     5.9    7,111     6,247     13.8
    Selling, general and
     administrative    1,326      1,362    (2.6)   5,231     5,339     (2.0)
    EBITDA             1,610      1,986   (18.9)   7,401     7,368      0.4

    Depreciation       1,079        793    36.1    3,772     2,795     35.0
    Goodwill and other
     intangible
     amortization        315        319    (1.3)   1,341     1,270      5.6
    Operating income     216        874   (75.3)   2,288     3,303    (30.7)

    OTHER EXPENSE:
    Interest
     expense - net       381        309    23.3    1,442     1,116     29.2
    Other expense - net   39         19   105.3       90        43    109.3
    Total other
     expense - net       420        328    28.0    1,532     1,159     32.2
    (Loss) income before
     income taxes       (204)       546  (137.4)     756     2,144    (64.7)

    Income tax
     (benefit)
     provision           (81)       276  (129.3)     671     1,149    (41.6)
    NET (LOSS) INCOME  $(123)      $270  (145.6)     $85      $995    (91.5)

    Basic (loss)
     earnings per
     share            $(0.07)     $0.16  (143.8)   $0.05     $0.60    (91.7)

    Basic average
     shares
     outstanding       1,665      1,670    (0.3)   1,661     1,650      0.7

    Diluted (loss)
     earnings per
     share            $(0.07)     $0.16  (143.8)   $0.05     $0.59    (91.5)

    Diluted average
     shares
     outstanding       1,665      1,695    (1.8)   1,671     1,688     (1.0)

    Diluted cash
     earnings per
     share             $0.09      $0.32   (71.9)   $0.76     $1.25    (39.2)

    (1)  The consolidated pro forma normalized statements give retroactive
         effect as though the merger of Qwest and U S WEST (the "Merger") 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-related costs and other one-time
         charges, restructuring charges, asset write-offs and impairments, a
         depreciation adjustment for access lines returned to service,
         gains/losses on the sale of investments and fixed assets,
         gains/losses on the sale of rural exchanges, changes 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 and restructuring charges.  The Merger has been
         accounted for as a purchase transaction.  Certain reclassifications
         have been made to prior periods to conform to the current
         presentation.
    (2)  Earnings before interest, income taxes, depreciation and amortization
         ("EBITDA") does not represent cash flow for the periods presented and
         should not be considered as an alternative to net earnings (loss) as
         an indicator of our operating performance or as an alternative to
         cash flows as a source of liquidity, and may not be comparable with
         EBITDA as defined by other companies.
    (3)  Diluted cash earnings per share represent diluted earnings per share
         adjusted to add back the after-tax amortization of goodwill and other
         intangible assets.
    (4)  Small business services revenue is now being reflected on the
         Commercial services line. These amounts were reclassified from the
         Consumer services line, due to Qwest's reorganization of its sales
         organization.  Prior periods have also been restated to conform to
         the current presentation.


                                 ATTACHMENT B
QWEST COMMUNICATIONS INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2)(3)(4)(5) - AS REPORTED

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

                     Three Months Ended         Twelve Months Ended
                        December 31,       %        December 31,        %
                       2001     2000     Change    2001     2000     Change

    REVENUES:
    Commercial
     services       $2,406   $2,802      (14.1)  $11,166   $8,436      32.4
    Consumer
     services        1,496    1,448        3.3     5,900    5,360      10.1
    Directory services 543      501        8.4     1,604    1,530       4.8
    Switched access
     services          259      267       (3.0)    1,073    1,284     (16.4)
    Total revenues   4,704    5,018       (6.3)   19,743   16,610      18.9

    OPERATING EXPENSES:
    Cost of services 1,768    1,670        5.9     7,111    4,923      44.4
    Selling,
     general and
     administrative  1,326    1,362       (2.6)    5,231    4,770       9.7
    EBITDA           1,610    1,986      (18.9)    7,401    6,917       7.0

    Depreciation     1,079      793       36.1     3,772    2,706      39.4
    Depreciation
     adjustment for
     access lines
     returned to
     service            --       --         --       222       --        --
    Goodwill and
     other intangible
     amortization      315      319       (1.3)    1,341      636     110.8
    Restructuring,
     Merger-related
     and other
     one-time charges  600      416       44.2     1,224    1,752     (30.1)
    Operating (loss)
     income           (384)     458     (183.8)      842    1,823     (53.8)

    OTHER EXPENSE
     (INCOME):
    Interest
     expense - net     381      309       23.3     1,442    1,041      38.5
    Loss on changes in
     market value of
     financial
     instruments        --      207     (100.0)        7      917     (99.2)
    (Gain) loss on
     sales of rural
     exchanges and
     fixed assets       (1)     (11)      90.9       (51)      28    (282.1)
    (Gain) loss on
     sales of
     investments and
     FMV adjustments   (26)       4     (750.0)      (26)   (327)      92.0
    Investment
     write-downs        47       --         --     3,294       --        --
    Non-operating
     restructuring
     charges            22       --         --        22       --        --
    Other
     expense - net      39       19      105.3        90       38     136.8
    Total other
     expense - net     462      528      (12.5)    4,778    1,697     181.6

    (Loss) income before
     income taxes and
     extraordinary
     item             (846)     (70)  (1,108.6)   (3,936)     126  (3,223.8)
    Income tax
     (benefit)
     provision        (330)      46     (817.4)        9      207     (95.7)
    (Loss) before
     extraordinary
     item             (516)    (116)    (344.8)   (3,945)    (81)  (4,770.4)
    Extraordinary
     item - early
     retirement of
     debt, net of tax   --       --         --       (65)      --        --
    NET (LOSS)       $(516)   $(116)    (344.8)  $(4,010)   $(81)  (4,850.6)

    Basic (loss)
     per share      $(0.31)  $(0.07)    (342.9)   $(2.41) $(0.06)  (3,916.7)

    Basic average
     shares
     outstanding     1,665    1,670       (0.3)    1,661    1,272      30.6

    Diluted (loss)
     per share      $(0.31)  $(0.07)    (342.9)   $(2.41) $(0.06)  (3,916.7)

    Diluted average
     shares
     outstanding     1,665    1,670       (0.3)    1,661    1,272      30.6

    Dividends
     per share         $--      $--         --     $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
         twelve months ended December 31, 2001. For the twelve months ended
         December 31, 2000, the amounts reflect the combination of the results
         of operations for U S WEST, Inc. only (the accounting acquirer in the
         Merger) for the six months ended June 30, 2000, and the results of
         operations for the merged Qwest entity for the six months ended
         December 31, 2000.
    (2)  Earnings before interest, income taxes, depreciation and amortization
         ("EBITDA") does not include items such as Merger-related costs,
         restructuring charges, asset write-offs and impairments, gains/losses
         on the sale of investments and fixed assets, gains/losses on the sale
         of rural exchanges, changes in the market values of financial
         instruments and one-time legal charges.  EBITDA does not represent
         cash flow for the periods presented and should not be considered as
         an alternative to net earnings (loss) as an indicator of our
         operating performance or as an alternative to cash flows as a source
         of liquidity, and may not be comparable with EBITDA as defined by
         other companies.
    (3)  Small business services revenue is now being reflected on the
         Commercial services line.  These amounts were reclassified from the
         Consumer services line, due to Qwest's reorganization of its sales
         organization.  Prior periods have also been restated to conform to
         the current presentation.
    (4)  For the quarter ended December 31, 2001, the restructuring, Merger-
         related and other one-time charges line consists of the following:
         $764M in pre-tax charges resulting from the Company's restructuring
         plan and other one-time charges ($347M in severance costs, $241M in
         abandoned real estate leases, $176M in asset impairments and other
         one-time charges) offset by reductions to the Company's previously
         established Merger-related reserve of $164M, totaling the $600M net
         charge shown above ($367M on an after-tax basis).  The reversal of
         Merger-related reserves relates primarily to favorable developments
         in underlying matters.  For the year ended December 31, 2001, the
         restructuring, Merger-related and other one-time charges line
         consists of the following: $764M in charges resulting from the
         Company's restructuring plan and other one-time charges and $460M in
         net Merger-related charges, totaling the $1,224M net charge shown
         above ($749M on an after-tax basis).
    (5)  The non-operating restructuring charge of $22M for the quarter ended
         December 31, 2001 and the year then ended, relates to Qwest's equity
         share of a restructuring charge incurred by KPNQwest, N.V.


                                 ATTACHMENT C

                   QWEST COMMUNICATIONS INTERNATIONAL INC.
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2)(3)(4)(5)(6)
                   (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                 (UNAUDITED)

                                                Three Months Ended
                                                 December 31, 2001
                                       As          Pro Forma      Pro Forma
                                    Reported      Normalized     Normalized
                                     Results      Adjustments      Results
    REVENUES:
    Commercial services              $2,406             $--        $2,406
    Consumer services                 1,496              --         1,496
    Directory services                  543              --           543
    Switched access services            259              --           259
    Total revenues                    4,704              --         4,704

    OPERATING EXPENSES:
    Cost of services                  1,768              --         1,768
    Selling, general and
     administrative                   1,326              --         1,326
    EBITDA                            1,610              --         1,610

    Depreciation                      1,079              --         1,079
    Goodwill and other intangible
     amortization                       315              --           315
    Restructuring, Merger-related
     and other one-time charges         600            (600)           --
    Operating (loss)
     income                            (384)            600           216

    OTHER EXPENSE
     (INCOME):
    Interest expense - net              381              --           381
    Loss on changes in market value
     of financial instruments            --              --            --
    (Gain) on sales of rural exchanges   (1)              1            --
    (Gain) loss on sales of investments
     and FMV adjustments                (26)             26            --
    Investment write-downs               47             (47)           --
    Non-operating restructuring charges  22             (22)           --
    Other expense - net                  39              --            39
    Total other expense - net           462             (42)          420

    (Loss) income before income taxes  (846)            642          (204)

    Income tax (benefit) provision     (330)            249           (81)
    NET (LOSS) INCOME                 $(516)           $393         $(123)

    Basic (loss) earnings
     per share                       $(0.31)                       $(0.07)
    Basic average shares outstanding  1,665                         1,665
    Diluted (loss) earnings
     per share                       $(0.31)                       $(0.07)
    Diluted average shares
     outstanding                      1,665                         1,665
    Diluted cash earnings per share                                 $0.09

                                               Three Months Ended
                                                December 31, 2000
                                       As          Pro Forma      Pro Forma
                                    Reported      Normalized     Normalized
                                     Results      Adjustments      Results
    REVENUES:
    Commercial services              $2,802             $--        $2,802
    Consumer services                 1,448              --         1,448
    Directory services                  501              --           501
    Switched access services            267              --           267
    Total revenues                    5,018              --         5,018

    OPERATING EXPENSES:
    Cost of services                  1,670              --         1,670
    Selling, general and
     administrative                   1,362              --         1,362
    EBITDA                            1,986              --         1,986

    Depreciation                        793              --           793
    Goodwill and other intangible
     amortization                       319              --           319
    Restructuring, Merger-related and
     other one-time charges             416            (416)           --
    Operating (loss) income             458             416           874

    OTHER EXPENSE (INCOME):
    Interest expense - net              309              --           309
    Loss on changes in market value
     of financial instruments           207            (207)           --
    (Gain) on sales of rural
     exchanges                          (11)             11            --
    (Gain) loss on sales of investments
     and FMV adjustments                  4              (4)           --
    Investment write-downs               --              --            --
    Non-operating restructuring charges  --              --            --
    Other expense - net                  19              --            19
    Total other expense - net           528            (200)          328

    (Loss) income before income taxes   (70)            616           546

    Income tax (benefit) provision       46             230           276
    NET (LOSS) INCOME                 $(116)           $386          $270

    Basic (loss) earnings
     per share                       $(0.07)                        $0.16
    Basic average shares
     outstanding                      1,670                         1,670
    Diluted (loss) earnings per
     share                           $(0.07)                        $0.16
    Diluted average shares
     outstanding                      1,670                         1,695
    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 (the "Merger") 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-related costs and other one-time
         charges, restructuring charges, asset write-offs and impairments, a
         depreciation adjustment for access lines returned to service,
         gains/losses on the sale of investments and fixed assets,
         gains/losses on the sale of rural exchanges, changes 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 and restructuring charges.  The Merger has been
         accounted for as a purchase transaction.  Certain reclassifications
         have been made to prior periods to conform to the current
         presentation.
    (2)  Earnings before interest, income taxes, depreciation and amortization
         ("EBITDA") does not include items such as Merger-related costs,
         restructuring charges, asset write-offs and impairments, gains/losses
         on the sale of investments and fixed assets, gains/losses on the sale
         of rural exchanges, changes in the market values of financial
         instruments and one-time legal charges.  EBITDA does not represent
         cash flow for the periods presented and should not be considered as
         an alternative to net earnings (loss) as an indicator of our
         operating performance or as an alternative to cash flows as a source
         of liquidity, and may not be comparable with EBITDA as defined by
         other companies.
    (3)  Diluted cash earnings per share represent diluted earnings per share
         adjusted to add back the after-tax amortization of goodwill and other
         intangible assets.
    (4)  Small business services revenue is now being reflected on the
         Commercial services line.  These amounts were reclassified from the
         Consumer services line, due to Qwest's reorganization of its sales
         organization.  Prior periods have also been restated to conform to
         the current presentation.
    (5)  For the quarter ended December 31, 2001, the restructuring, Merger-
         related and other one-time charges line consists of the following:
         $764M in pre-tax charges resulting from the Company's restructuring
         plan and other one-time charges ($347M in severance costs, $241M in
         abandoned real estate leases, $176M in asset impairments and other
         one-time charges) offset by reductions to the Company's previously
         established Merger-related reserve of $164M; totaling the $600M net
         charge shown above ($367M on an after-tax basis).  The reversal of
         Merger-related reserves relates primarily to favorable developments
         in underlying matters.
    (6)  The non-operating restructuring charge of $22M for the quarter ended
         December 31, 2001 relates to Qwest's equity share of a restructuring
         charge incurred by KPNQwest, N.V.


                                 ATTACHMENT D

                   QWEST COMMUNICATIONS INTERNATIONAL INC.
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)(2)(3)(4)(5)(6)
                   (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                 (UNAUDITED)

                                               Twelve Months Ended
                                                December 31, 2001
                                       As          Pro Forma      Pro Forma
                                    Reported      Normalized     Normalized
                                     Results      Adjustments      Results
    REVENUES:
    Commercial services             $11,166             $--       $11,166
    Consumer services                 5,900              --         5,900
    Directory services                1,604              --         1,604
    Switched access services          1,073              --         1,073
    Total revenues                   19,743              --        19,743

    OPERATING EXPENSES:
    Cost of services                  7,111              --         7,111
    Selling, general and
     administrative                   5,231              --         5,231
    EBITDA                            7,401              --         7,401

    Depreciation                      3,772              --         3,772
    Depreciation adjustment for access
     lines returned to service          222            (222)           --
    Goodwill and other intangible
     amortization                     1,341              --         1,341
    Restructuring, Merger-related and
     other one-time charges           1,224          (1,224)           --
    Operating income                    842           1,446         2,288

    OTHER EXPENSE (INCOME):
    Interest expense - net            1,442              --         1,442
    Loss on changes in market value
     of financial instruments             7              (7)           --
    (Gain) loss on sales of rural
     exchanges and fixed assets         (51)             51            --
    (Gain) on sales of investments
     and FMV adjustments                (26)             26            --
    Investment write-downs            3,294          (3,294)           --
    Non-operating restructuring charges  22             (22)           --
    Other expense - net                  90              --            90
    Total other expense - net         4,778          (3,246)        1,532

    (Loss) income before income taxes
     and extraordinary item          (3,936)          4,692           756
    Income tax provision                  9             662           671
    (Loss) income before
     extraordinary item              (3,945)          4,030            85
    Extraordinary item - early
     retirement of debt, net of tax     (65)             65            --

    NET (LOSS) INCOME               $(4,010)         $4,095           $85

    Basic (loss) earnings
     per share                       $(2.41)                        $0.05

    Basic average shares
     outstanding                      1,661                         1,661
    Diluted (loss) earnings
     per share                       $(2.41)                        $0.05

    Diluted average shares
     outstanding                      1,661                         1,671
    Diluted cash earnings per share                                 $0.76

                                               Twelve Months Ended
                                                December 31, 2000
                                       As          Pro Forma      Pro Forma
                                    Reported      Normalized     Normalized
                                     Results      Adjustments      Results
    REVENUES:
    Commercial services              $8,436          $2,030       $10,466
    Consumer services                 5,360             314         5,674
    Directory services                1,530              --         1,530
    Switched access services          1,284              --         1,284
    Total revenues                   16,610           2,344        18,954

    OPERATING EXPENSES:
    Cost of services                  4,923           1,324         6,247
    Selling, general and
     administrative                   4,770             569         5,339
    EBITDA                            6,917             451         7,368

    Depreciation                      2,706              89         2,795
    Depreciation adjustment for access
     lines returned to service           --              --            --
    Goodwill and other intangible
     amortization                       636             634         1,270
    Restructuring, Merger-related and
     other one-time charges           1,752          (1,752)           --
    Operating income                  1,823           1,480         3,303

    OTHER EXPENSE (INCOME):
    Interest expense - net            1,041              75         1,116
    Loss on changes in market value
     of financial instruments           917            (917)           --
    (Gain) loss on sales of rural
     exchanges and fixed assets          28             (28)           --
    (Gain) on sales of investments
     and FMV adjustments               (327)            327            --
    Investment write-downs               --              --            --
    Non-operating restructuring charges  --              --            --
    Other expense - net                  38               5            43
    Total other expense - net         1,697            (538)        1,159

    (Loss) income before income taxes
     and extraordinary item             126           2,018         2,144
    Income tax provision                207             942         1,149
    (Loss) income before
     extraordinary item                 (81)          1,076           995
    Extraordinary item - early
     retirement of debt, net of tax      --              --            --

    NET (LOSS) INCOME                  $(81)         $1,076          $995

    Basic (loss) earnings
     per share                       $(0.06)                        $0.60

    Basic average shares
     outstanding                      1,272                         1,650
    Diluted (loss) earnings
     per share                       $(0.06)                        $0.59

    Diluted average shares
     outstanding                      1,272                         1,688
    Diluted cash earnings per share                                 $1.25

    (1)  The consolidated pro forma normalized statements give retroactive
         effect as though the merger of Qwest and U S WEST (the "Merger") 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-related costs and other one-time
         charges, restructuring charges, asset write-offs and impairments, a
         depreciation adjustment for access lines returned to service,
         gains/losses on the sale of investments and fixed assets,
         gains/losses on the sale of rural exchanges, changes 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 and restructuring charges.  The Merger has been
         accounted for as a purchase transaction.  Certain reclassifications
         have been made to prior periods to conform to the current
         presentation.
    (2)  Earnings before interest, income taxes, depreciation and amortization
         ("EBITDA") does not include items such as Merger-related costs,
         restructuring charges, asset write-offs and impairments, gains/losses
         on the sale of investments and fixed assets, gains/losses on the sale
         of rural exchanges, changes in the market values of financial
         instruments and one-time legal charges. EBITDA does not represent
         cash flow for the periods presented and should not be considered as
         an alternative to net earnings (loss) as an indicator of our
         operating performance or as an alternative to cash flows as a source
         of liquidity, and may not be comparable with EBITDA as defined by
         other companies.
    (3)  Diluted cash earnings per share represent diluted earnings per share
         adjusted to add back the after-tax amortization of goodwill and other
         intangible assets.
    (4)  Small business services revenue is now being reflected on the
         Commercial services line.  These amounts were reclassified from the
         Consumer services line, due to Qwest's reorganization of its sales
         organization.  Prior periods have also been restated to conform to
         the current presentation.
    (5)  For the year ended December 31, 2001, the restructuring, Merger-
         related and other one-time charges line consists of the following:
         $764M in pre-tax charges resulting from the Company's restructuring
         plan and other one-time charges ($347M in severance costs, $241M in
         abandoned real estate leases, $176M in asset impairments and other
         one-time charges) and $460M in net Merger-related charges, totaling
         the $1,224M net charge shown above ($749M on an after-tax basis).
    (6)  The non-operating restructuring charge of $22M for the year ended
         December 31, 2001 relates to Qwest's equity share of a restructuring
         charge incurred by KPNQwest, N.V.


                                   ATTACHMENT E

                     QWEST COMMUNICATIONS INTERNATIONAL INC.
                          SELECTED CONSOLIDATED DATA (1)
                                   (UNAUDITED)

                                       As of and for the
                                      Three Months Ended
                                          December 31,              %
                                       2001         2000          Change

    DSL (in 14-state region):
      Subscribers (in thousands)          432         255         69.4%
      DSL equipped central offices        348         302         15.2%
      Subscribers per equipped central
       office                           1,241         846         46.7%

    Wireless/PCS:
      Revenues (in millions)             $211        $149         41.6%
      Subscribers (in thousands)        1,114         805         38.4%
      ARPU (in dollars)                   $54         $56        (3.6%)
      Penetration                       5.73%       4.89%         17.2%

    Capital expenditures (in millions)   $752      $2,236       (66.4%)

    Access lines (in thousands):
      Business                          6,205       6,141          1.0%
      Consumer                         11,582      11,948        (3.1%)
        Total access lines             17,787      18,089        (1.7%)

    Voice grade equivalent access
     lines (in thousands):
      Business                         46,111      34,956         31.9%
      Consumer                         12,850      12,653          1.6%
        Total voice grade equivalents  58,961      47,609         23.8%

    (1)  Access line and voice grade equivalent data has been adjusted for
         prior periods to conform to the current period presentation.


                                   ATTACHMENT F

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

                                            December 31,   December 31,
                                                2001           2000

    ASSETS
    Current assets:
    Cash and cash equivalents                     $242            $154
    Accounts receivable - net                    4,418           4,235
    Inventories and supplies                       377             275
    Prepaid and other                              621             535
      Total current assets                       5,658           5,199

    Property, plant and equipment - net         29,966          25,760
    Investments                                  1,400           8,186
    Goodwill and intangibles - net              34,523          32,327
    Other assets                                 2,124           2,029

      Total assets                             $73,671         $73,501

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
    Short-term borrowings                       $4,707          $3,645
    Accounts payable                             1,529           2,049
    Accrued expenses                             3,286           3,589
    Advance billings and customer deposits         392             393
      Total current liabilities                  9,914           9,676

    Long-term borrowings                        20,197          15,421
    Post-retirement and other post-employment
     benefit obligations                         2,923           2,952
    Deferred taxes, credits and other            3,969           4,148

    Stockholders' equity                        36,668          41,304

      Total liabilities and
       stockholders' equity                    $73,671         $73,501


                                   ATTACHMENT G

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

                                                     Year Ended
                                                    December 31,
                                                 2001          2000

    Cash provided by operating activities       $4,107          $3,681

    INVESTING ACTIVITIES:
    Expenditures for property, plant and
     equipment                                  (8,543)         (6,597)
    Proceeds from sale of equity securities         --             868
    Proceeds from 1999 sale of Global Crossing
     securities                                     --           1,140
    Cash from acquisition                           --             407
    Investment in equity securities                (89)           (510)
    Proceeds from sale of access lines              94              19
    Other                                          (74)           (121)
    Cash used for investing activities          (8,612)         (4,794)

    FINANCING ACTIVITIES:
    Net proceeds from (repayments of)
     current borrowings                          1,144          (2,200)
    Proceeds from issuance of long-term
     borrowings                                  6,937           4,266
    Repayments of long-term borrowings          (2,553)           (655)
    Costs relating to the early retirement of
     debt                                         (106)             --
    Proceeds from issuances of common stock        286             320
    Repurchase of stock                         (1,000)             --
    Dividends paid on common stock                 (83)           (542)
    Other                                          (32)             --
    Cash provided by financing activities        4,593           1,189

    CASH AND CASH EQUIVALENTS:
    Increase                                        88              76
    Beginning balance                              154              78
    Ending balance                                $242            $154

    (1)  The condensed consolidated statements of cash flows above reflect the
         cash flow activities for the merged Qwest entity for the twelve
         months ended December 31, 2001.  For the twelve months ended
         December 31, 2000, the amounts reflect the cash flow activities for
         (i) U S WEST, Inc. from January 1, 2000 through June 29, 2000 and
         (ii) the merged Qwest entity from June 30, 2000 through December 31,
         2000.

                    
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.