Qwest Shareowners Approve Merger With U S West

Denver, November 2, 1999 ? Shareowners of Qwest Communications International Inc. (Nasdaq: QWST), the broadband Internet communications company, today approved the company's merger with U S WEST, Inc. (NYSE: USW) during a shareowner meeting in Denver.

"I want to thank our shareowners for supporting our strategy of building Qwest into a worldwide leader of broadband Internet communications services," said Joseph P. Nacchio, Qwest chairman and CEO. "Today's vote puts another piece of our strategy in place. The new Qwest will be a growth company with unmatched scope and scale in the communications marketplace -- delivering significant value and choice to our customers, our shareowners and our employees."

Of the votes cast at the meeting, more than 97 percent of Qwest shareowners approved the merger. The transaction already has been approved by the Department of Justice and cleared by the Securities and Exchange Commission. The Federal Communications Commission and nine states in the U S WEST territory still must approve the combination.

The two companies said that they would work a series of initiatives that are expected to generate approximately $18.5 billion of pro forma year-2000 revenue and approximately $7.4 billion of pro forma year-2000 EBITDA (earnings before taxes, interest, depreciation and amortization). Nacchio and Solomon D. Trujillo, chairman, president and CEO of U S WEST, said they would assign people and resources to implement the initiatives.

Earlier today in New York U S WEST's shareowners gave their approval to the company's merger, casting better than 90 percent of their ballots in favor of the combination.

Qwest and U S WEST together will have a $65 billion market capitalization. The transaction will be accounted for as a purchase and is structured to be tax-free to U S WEST shareowners to the extent of the Qwest stock delivered in the transaction.

The strategic merger creates an aggressive competitor that will offer customers in the United States and worldwide more choice and greater access to next-generation broadband Internet and telecommunications services. The new company, to be named Qwest Communications International Inc., will employ about 64,000 people and be headquartered in Denver.

About Qwest
Qwest Communications International Inc. (Nasdaq: QWST) 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, spans more than 18,500 miles in the United States, with an additional 315-mile network to be completed by the end of the year. In addition, Qwest and KPN, the Dutch telecommunications company, are 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. Qwest also has completed a 1,400-mile network in Mexico.

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 and U S WEST 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 the rights of way, financial risk management and future growth subject to risks, Qwest's ability to achieve Year 2000 compliance, and adverse changes in the regulatory or legislative environment, and failure to complete the merger and achieve projected synergies timely or at all. This release may include analysts' estimates and other information prepared by third parties, for which neither Qwest nor U S WEST assumes any responsibility. Qwest and U SWEST undertake 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

Tyler Gronbach

(303) 992-2155

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