Qwest To Acquire OnFiber Communications, Inc.

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 www.onfiber.com 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 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 us 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 but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC's current investigation into our accounting policies, practices and procedures and certain transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; 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; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

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