DENVER, June 21, 2005 - Qwest Communications International Inc. (NYSE: Q) and its Qwest Corporation (QC) and Qwest Services Corporation (QSC) subsidiaries, collectively the "Companies," announced today that the early participation period for the cash tender offers to purchase any and all of QC's 6 5/8% Notes due 2005 and 6 1/8% Notes due 2005 and QSC's 13.00% Senior Subordinated Secured Notes due 2007 ended yesterday at 5:00 p.m. EDT (the "Early Participation Payment Deadline"). As of the Early Participation Payment Deadline, the Companies had received tenders of notes that were accepted for payment as follows:

  • approximately $210.3 million of the 6 5/8% notes, representing approximately 84% of the outstanding principal amount of such notes;
  • approximately $128.8 million of the 6 1/8% notes, representing approximately 86% of the outstanding principal amount of such notes; and
  • approximately $451.7 million of the 13.00% notes, representing approximately 90% of the outstanding principal amount of such notes.

The following table sets forth a summary of certain information relating to the tender offers:


U.S. Treasury
Reference Security

Yield (%)

Fixed Spread
(Basis points)



Tender Offer

QC 6 5/8% Notes
due 2005
2.0% due
August 31, 2005
3.121% 50 $1,006.80 $25.00 $981.80
QC 6 1/8% Notes
due 2005
5.75% due
November 15, 2005
3.274% 50 $1,009.17 $25.00 $984.17
QSC 13.00% Notes
due 2007
1.875% due
November 30, 2005
3.268% 50 $1,107.62 $25.00 $1,082.62
* Per $1,000 principal amount of notes accepted for purchase.

Holders who validly tendered notes as of the Early Participation Payment Deadline received the Total Consideration indicated in the table above, which includes an Early Participation Payment of $25.00. Holders who validly tender their notes after the Early Participation Payment Deadline, but prior to midnight EDT on Tuesday, July 5, 2005 (the "Expiration Time"), will only receive the Tender Offer Consideration indicated in the table above, which is equal to the Total Consideration minus the Early Participation Payment of $25.00.

The settlement was completed today for notes tendered as of the Early Participation Payment Deadline that were accepted for payment, and interest accrued up to, but not including, today was paid along with the Total Consideration.

The tender offers are scheduled to expire at the Expiration Time. Notes tendered after the Early Participation Payment Deadline may not be withdrawn.

Merrill Lynch and Co. and Deutsche Bank Securities are the Dealer Managers for the tender offers. Questions regarding the tender offers may be directed to Merrill Lynch at (888) ML4-TNDR (US toll-free) and (212) 449-4914 (collect) or Deutsche Bank Securities at (212) 250-4270 (collect).

About Qwest
Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services. With more than 40,000 employees, Qwest is committed to the "Spirit of Service" and providing world-class services that exceed customers' expectations for quality, value and reliability. For more information, please visit the Qwest Web site at

Forward Looking Statement Note
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 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: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors consolidating with other providers or otherwise reorganizing their capital structure to more effectively compete against us; changes in demand for our products and services; 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; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; and our ability to utilize net operating losses in projected amounts.

The information contained in this release is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. 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 and other statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

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

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