DENVER, May 15, 2006- Qwest CommunicationsInternational Inc. (NYSE: Q) announced today that it will acquire privately held OnFiber Communications,Inc., an Austin-based provider of custom-built and managed metropolitan Ethernet and wide-areanetwork solution.

The agreement calls for a $107 million purchase price with Qwest having the option up untilclosing to substitute up to $35 million of Qwest shares for cash. The transaction is anticipatedto close in the third quarter.

OnFiber specializes in high-bandwidth, all-fiber solutions serving primarily large businessand government clients. The company operates an all-optical network in 23 metropolitan areasand features a full offering of access and transport services, including Ethernet, SONET andWavelength.

Qwest currently provides similar solutions to metropolitan areas within its 14-state operatingregion, and this acquisition deepens Qwest's already significant out-of-region metropolitancoverage while meaningfully reducing third-party access costs. Qwest's nationwide MPLS backbonenetwork extends throughout the United States and carries nearly 4 billion voice-over-InternetProtocol minutes per month.

"This is a sound, complementary deal for Qwest, OnFiber and both companies' customers," saidTom Richards, Qwest executive vice president, business markets group. "This union gives businesseschoice in national providers. OnFiber brings a unique approach to delivering and managing customfiber networks that has proven to be efficient and cost-effective.

OnFiber expects to post revenues of nearly $60 million in 2006* - representing year-over-yeargrowth of more than 20 percent. Last year, the company's average revenue-per-employee reachednearly $450,000 and its average monthly customer revenue at more than $17,000, was among thehighest of competitive telecom providers. OnFiber serves leading companies in industry verticals,such as media and entertainment, financial services, software and healthcare.

"We expect the Ethernet market will grow upwards of 50 percent annually; Ethernet has beena high growth product for us in-region, and this increases our participation nationally," saidRichards. "For Qwest, this expands our penetration in key markets throughout the country whilereducing last-mile costs. It absolutely fits our criteria for a return-focused acquisition.

Qwest anticipates run-rate synergies of about $25 million annually - most significantly inthe elimination of overlapping facilities and the reduction of network access costs. The companyalso expects the transaction will be accretive to EBITDA and free cash flow starting next year.

"The overwhelmingly positive customer response we've earned from our unique approach, whichis to design, build and manage purpose-built network solutions, proves our model is effective," saidDanny Bottoms, OnFiber's president and CEO. "By joining Qwest, we'll be able to advance theOnFiber vision while offering customers more product depth. OnFiber's national presence increasesQwest's access density in metro areas outside of its region.

  • 2006 cost of revenues is estimated at $32 million and 2006 selling, general and administrative expenses are estimated at $13 million.

About OnFiber Communications, Inc.
OnFiber provides high-performance fiber networks for the world's most respected companies.Fortune 1000 corporations, global telecom giants and the Internet organizations that definethe Web all rely on OnFiber's infrastructure. The company's unique process, AdaptiveBuild(R),produces individually designed, built and managed metropolitan and wide-area solutions. BecauseOnFiber's networks are created for specific application and service needs, enterprises andtelecommunications providers benefit from security, reliability and performance that is purpose-built.OnFiber owns networks in major cities throughout the US and offers a full suite of transporttechnologies including Wavelength, Ethernet and SONET. For more information please visit orcall 1-866-ONFIBER.

About Qwest
Qwest Communications International Inc. (NYSE: Q), through its operating subsidiaries, is aleading provider of high-speed Internet, data, video and voice services. With nearly 40,000employees, Qwest is committed to the "Spirit of Service" and providing world-class servicesthat exceed customers' expectations for quality, value and reliability. For more information,please visit the Qwest Web site at

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