Qwest Communications Announces Cash Tender for Certain Outstanding Debt

DENVER, February 5, 2001? Qwest Communications International Inc. (NYSE:Q), the broadband Internet communications company, today announced that it is beginning a cash tender offer for all of the $162,500,000 current aggregate principal amount outstanding of 10 7/8 percent Series B Senior Notes Due 2007, the $555,890,000 current aggregate principal amount at maturity of 9.47 percent Series B Senior Discount Notes due 2007, and $382,951,775.25 current aggregate principal amount at maturity of 8.29 percent Series B Senior Discount Notes due 2008 issued by Qwest as well as related consent solicitations to amend the indentures governing each series of notes.

The tender offers are being conducted to retire the bonds because of their high coupon rates and to reduce interest cost to Qwest.

The total consideration to be paid for each validly tendered note and properly delivered consent will be based upon a fixed spread over the yield to maturity on the 4 3/4 percent U.S. Treasury Note due January 31, 2003, and will include a consent payment of $25.00 per $1,000 original principal amount at maturity. The fixed spread will be 37.5, 45, and 50 basis points for the 10 7/8% Notes, 9.47% Notes, and the 8.29% Notes respectively. The consent payment will be paid only for securities tendered on or prior to the consent date. The yield to maturity of the reference U.S. Treasury Note used in the fixed spread formula will be set at 11 a.m. (EST), on Thursday, March 1, 2001, unless the offer is extended.

The Company previously elected to commence the accrual of cash interest on the 8.29% Notes on February 1, 2001 and the 9.47% Notes on April 15, 2001. On February 1, 2001 the principal amount at maturity for the 8.29% Notes was fixed at $850.05 per $1,000 original amount payable at maturity for these notes. On April 15, 2001 the principal amount at maturity for the 9.47%Notes will be fixed at $870.41 per $1,000 original amount payable at maturity for these notes.

The consent solicitation will expire with respect to a series on the consent date, February 16, 2001 or as extended if Qwest has not received sufficient consents for a series on such date. The tender offer will expire with respect to a series at 5 p.m. (EST) on Monday, March 5, 2001, unless extended or earlier terminated with respect to that series. Holders who tender their notes on or before the consent date will be required to consent to the proposed amendments. Holders who consent to the proposed amendments will be required to tender their notes. Holders who tender their notes after the consent date will not be entitled to receive the consent payment. The offer for each series of notes is subject to the satisfaction of certain conditions, including the valid tender of at least a majority in aggregate principal amount at maturity of the outstanding notes of that series and the receipt of consents from the holders thereof. The offer for each series is not conditioned on completion of the offer for the other series. The purpose of the consent solicitation is to amend, eliminate or modify certain covenants and other provisions in the applicable indenture governing the notes and enhance Qwest?s operating and financial flexibility.

The tender offer documents are being distributed to bondholders beginning today. JP Morgan is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation and can be contacted at (800) 831-2035. D.F. King & Co., Inc. is the Information Agent and can be contacted at (212) 269-5550 (collect) or (800) 659-5550 (toll-free).

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 104,000 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 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 potential fluctuations in quarterly results, volatility of Qwest's stock price, intense competition in the communications services market, changes in demand for Qwest's products and services, 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 Qwest's business and delays in Qwest's ability to provide interLATA services within its 14-state local service territory, 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 timely or at all and difficulties in combining the operations of Qwest and U S WEST. 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, and CyberCenter is a service mark of, Qwest Communications International Inc. in the U.S. and certain other countries.

Contact Information
Media Contact
Tyler Gronbach
(303) 992-2155
Investor Contact
Lee Wolfe
(800) 567-7296
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