Qwest And LCI International Announce $4.4 Billion Merger

Denver, CO/McLean, VA -- March 9, 1998 (Nasdaq: QWST) Qwest Communications International Inc. and LCI International, Inc. today announced the signing of a definitive merger agreement. The merger will create the fourth-largest U.S. long distance company and one of the fastest growing companies in the communications industry. The all-stock transaction is valued at approximately $4.4 billion. The merger enables the LCI nationwide customer base to fully leverage the capabilities and efficiencies of the Qwest Macro CapacitySM fiber network and allows Qwest to take full advantage of LCI's sales and marketing expertise, distribution channels, intelligent network platform, as well as the company's customer care and billing system. The combined companies had 1997 revenues of $2.3 billion, serve over two million business and residential customers and have a total current equity market capitalization of over $11 billion. (See attached fact sheet for further detail.)

The board of directors of each company have approved the merger. The terms of the merger agreement call for each LCI share to be converted into $42.00 of Qwest common stock, under current market conditions. Based on the closing prices of Qwest and LCI on March 6, 1998, LCI shareholders would receive approximately 122.4 million newly issued shares of Qwest stock, or 36.4 percent of the combined company's shares. The merger is intended to qualify as a tax-free reorganization and will be accounted for as a purchase.

"Brian Thompson and the LCI team have built a world class communications company. Combining their customer base and their highly competitive people with those at Qwest, and their state of the art billing and customer care platforms with the Qwest network creates a powerful new company," said Joseph P. Nacchio, president and CEO of Qwest. "Qwest's ability to sell next generation data services is greatly enhanced by the LCI sales, marketing and distribution strengths. This merger accelerates both Qwest's and LCI's business plans by several years."

The combination of Qwest and LCI will result in significant operating and financial benefits. The merger will deliver greater network efficiencies, eliminate duplicate efforts to build sales and systems infrastructure, avoid duplication of capital spending programs and accelerate the companies' data and international strategies.

"LCI has achieved a 40 percent average annual revenue growth rate over the last 5 years and is one of the most successful and fastest growing telecommunications carriers in the U.S.," said H. Brian Thompson, chairman and CEO of LCI. "We anticipate that Qwest's technologically advanced network will enable us to further accelerate our performance."

An integration team composed of four senior executives from each company has been formed to oversee the combination process to ensure that operational benefits are fully realized. LCI will receive two seats on Qwest's board of directors, one of which will be filled by H. Brian Thompson, who will become vice chairman of the board. Completion of the transaction is anticipated to occur during the third quarter of 1998. The transaction is subject to the majority vote of the shareholders of Qwest and LCI and to other customary conditions such as receipt of regulatory approvals. The majority shareholder of Qwest has agreed to vote in favor of the transaction.

The actual number of shares of Qwest common stock to be exchanged for each LCI share will be determined by dividing $42 by a 15-day volume weighted average of trading prices for Qwest common stock prior to the closing, but will not be less than 1.0625 shares (if Qwest's average stock price exceeds $39.53) or more than 1.5583 shares (if Qwest's average stock price is less than $26.95). If Qwest's average stock price is less than $26.95, LCI may terminate the merger unless Qwest then agrees to exchange for each share of LCI the number of Qwest shares determined by dividing $42 by such average price.

The Qwest MacrNetwork
Qwest's planned domestic 16,285 mile network will serve over 125 cities, which represent approximately 80 percent of the data and voice traffic originating in the United States, upon its scheduled completion in the second quarter of 1999. Currently, nearly 3,750 miles are activated from Los Angeles to Cleveland; and from Dallas to Houston. Qwest is also extending its network 1,400 miles into Mexico with completion slated for late third quarter 1998.

The Qwest Macro Capacity Fiber network is designed with a highly reliable and secure bi-directional, line switching OC-192 SONET ring architecture. Upon completion, the network will offer a self-healing system that provides the ultimate security and reliability by allowing instantaneousut.

About LCI International
LCI International, Inc. (NYSE:LCI), one of the nation's fastest-growing long-distance telecommunications carriers, provides a full array of worldwide voice and data transmission services to businesses, residential customers and other carriers through its 4,500 mile fiber-optic network which is planned to be 8,500 miles by the end of the year. LCI International, Inc. is headquartered in McLean, VA, with offices in more than 60 locations, including national network control and customer service centers, and regional operations in various locations throughout the United States.

About Qwest
Qwest Communications International Inc. (NASDAQ:QWST) is a multimedia communications company building a high-capacity, fiber optic network for the 21st century. With its cutting-edge technology, Qwest will deliver high-quality data, video and voice connectivity securely and reliably to businesses, consumers and other communications service providers.

Lehman Brothers Inc. acted as financial advisor to LCI and Salomon Smith Barney acted as financial advisor to Qwest.

This release, including the attached merger fact sheet, 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 its most recent reports on Form 10-Q, 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, delays in closing the transaction, inability to achieve combination efficiencies, rapid technological and market change, failure to complete the network on schedule, volatility of stock price, financial risk management and future growth subject to risks.

This announcement is not an offer to sell or a solicitation to buy any securities of Qwest. The offering with respect to the proposed merger with LCI will be made only by the proxy statement/prospectus that will be distributed to stockholders of LCI in connection with their consideration of the transaction.

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

Contact Information
Outside Contacts:
Qwest Media Contact
Erin McKelvey
(303) 615-5070
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