Colorado Regulators First in US WEST Region To Approve Merger Of Qwest and US WEST

DENVER, January 7, 2000 ? The merger between Qwest Communications International Inc. (NYSE: Q), the broadband Internet communications company, and U S WEST, Inc. (NYSE: USW) today passed a major milestone, as the Colorado Public Utilities Commission (PUC) approved the two companies' pending combination. Citing benefits to consumers and the public, the PUC voted to approve the merger without substantial conditions, making Colorado the first state in U S WEST's region to formally approve the transaction.

The Colorado PUC decision joins an increasing number of regulatory and other approvals the Qwest-U S WEST merger has now cleared. Early last fall, the U.S. Department of Justice, Federal Trade Commission and Securities and Exchange Commission reviewed and gave clearance to the merger. On November 2, shareowners of both companies voted to approve the combination. In November, Chairman William Kennard of the Federal Communications Commission said publicly that the Qwest-U S WEST merger is on a "fast track" for approval. The two companies expect to close in mid-2000.

"As the first of the U S WEST territory states needed for final approval, Colorado's review should serve as a blueprint for others to follow in evaluating the merits of the combination," said Joseph P. Nacchio, Chairman and CEO of Qwest. "This approval strengthens Colorado's 'Silicon Mountain' reputation as a preeminent high-tech market. We intend to continue working with Governor Bill Owens, Denver Mayor Wellington Webb and the Colorado Public Utilities Commission to fulfill our vision."

"This is great news for Colorado consumers," said Solomon D. Trujillo, Chairman, President and CEO, U S WEST. "This gets us closer to bringing together the assets of U S WEST and Qwest, enabling us to serve our customers even better, both here and across the nation. It will create an aggressive competitor that will offer more choice, and the combined company will have greater financial flexibility and strength going forward. Headquartered in Colorado, it will be a source of greater economic opportunity and growth for years to come."

"It?s clear this commission saw what other policymakers and legislators are seeing," said Kevin Smith, Vice President ? Colorado, U S WEST. "This merger is good for both consumers and Colorado. The PUC's swift approval speeds the day when we can bring new opportunities to our state ? in jobs and economic growth. The new company will further strengthen Colorado's position as a world leader in advanced communications services."

The newly merged company, to be named Qwest Communications International Inc., will be headquartered in Denver and employ about 64,000 people worldwide. It will bring together the world's most advanced network and provider of broadband Internet communications ? Qwest ? with the most innovative local communications firm in local, wireless and broadband services, as well as the nation's leader in high-speed DSL (Digital Subscriber Line) Internet access ? U S WEST. Qwest and U S WEST will unite one of the world's most advanced fiber-optic networks to 29 million customers and a local network that is 99.2 percent digitally switched. Together, the two firms have more than 3 million miles of deployed fiber in the U.S. and worldwide.

About Qwest
Qwest Communications International Inc. (NYSE: Q) is a leader in reliable, scalable and secure broadband Internet-based data, voice and image communications for businesses and consumers. The Qwest Macro Capacity® Fiber Network, designed with the newest optical networking equipment for speed and efficiency, spans more than 24,500 miles in North America. In addition, KPNQwest (Nasdaq: KQIP), Qwest's European joint venture with KPN, the Dutch telecommunications company, is building and will operate a high-capacity European fiber optic, Internet-based network that will span 9,150 miles when it is completed in 2001. For more information, please visit the Qwest web site at

About U S WEST
U S WEST (NYSE: USW) provides a full range of telecommunications and other services ? including wireline, wireless PCS, data networking, directory and information services ? to more than 25 million customers nationally and in 14 Western and Midwestern states. More information about U S WEST may be found on the Internet at

This release may contain 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 SEC, 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, dependence on new product development, rapid technological and market change, failure to maintain rights of way, financial risk management and future growth subject to risks, Qwest's ability to achieve Year 2000 compliance, adverse changes in the regulatory or legislative environment, and failure to complete the merger with U S WEST and achieve projected synergies and financial results timely or at all. 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 Qwest Communications International Inc. in the U.S. and certain other countries.

Contact Information
Qwest Media Contact
Matt Barkett
Media Contact
Dana Smith
(303) 896-5528
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