Qwest Communications Announces Results to Date of Cash Tender Offer and Increases Offer to ``Any and All'' Notes

Qwest Communications International Inc. (NYSE:Q) and itsQwest Services Corporation (QSC) subsidiary, collectively the"Companies," announced that, as of 5:00 p.m., New York City time,yesterday, which was the early participation payment deadline (the"Early Participation Payment Deadline") for the cash tender offer topurchase QSC's 13.50% Senior Subordinated Secured Notes due 2010,14.00% Senior Subordinated Secured Notes due 2014 and 13.00% SeniorSubordinated Secured Notes due 2007, a total of approximately $2,904million in aggregate principal amount of Notes (representingapproximately 99.2% of the outstanding principal amount), had beentendered.

"The success of this tender combined with our recent convertiblenote offering marks a defining step in the company's transformation,"said Oren G. Shaffer, Qwest vice chairman and CFO. "This acceleratesoperating momentum underway while unlocking value through a meaningfulincrease in cash from operations and advancing our timeframe toprofitability."

The Companies said that, as of the Early Participation PaymentDeadline, they had received tenders of notes as follows:

-- approximately $2,210.9 million of the 13.50% notes, representing approximately 99.0% of the outstanding principal amount of such notes;

-- approximately $640.6 million of the 14.00% notes, representing approximately 100.0% of the outstanding principal amount of such notes; and

-- approximately $52.1 million of the 13.00% notes, representing approximately 99.3% of the outstanding principal amount of such notes.

The Companies also announced that, due to strong participation,the size of the offer has been increased from the previously-announced$3.0 billion maximum purchase price to an offer for any and alloutstanding notes. Accordingly, all validly tendered notes, includingall notes previously tendered will be accepted without proration.

"This tender enables us to significantly reduce interest expenseby over $300 million annually," said Janet K. Cooper, Qwest seniorvice president and treasurer. "This improves the company's leverageand advances our progress toward investment grade."

The pricing information for the offer is set forth in the tablebelow. The initial settlement date for notes of all series tendered bythe Early Participation Payment Deadline is expected to be today,Wednesday, November 16, 2005, with a Total Consideration of $3,398million.
U.S. Treasury Fixed Spread Tender
Reference Reference (Basis Offer
Notes Security Yield (%) points) Yield (%)
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13.50% Notes 2.875% due
due 2010 November 30, 2006 4.493% 50 4.993%
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14.00% Notes 3.000% due
due 2014 November 15, 2007 4.463% 50 4.963%
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13.00% Notes 1.875% due
due 2007 November 30, 2005 4.293% 50 4.793%


Early
Total Participation Tender Offer
Notes Consideration(a) Payment(a) Consideration(a)
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13.50% Notes
due 2010 $1,152.30 $50.00 $1,102.30
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14.00% Notes
due 2014 $1,239.66 $50.00 $1,189.66
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13.00% Notes
due 2007 $1,071.13 $50.00 $1,021.13

(a) Per $1,000 principal amount of notes accepted for purchase.

Holders who validly tendered notes by the Early ParticipationPayment Deadline will receive the Total Consideration indicated in thetable above, which includes an Early Participation Payment of $50.00per $1,000 principal amount of Notes. Holders who validly tender theirnotes after the Early Participation Payment Deadline, but prior tomidnight New York City time, on Wednesday, November 30, 2005 (the"Expiration Time"), will only receive the Tender Offer Considerationindicated in the table above, which is equal to the TotalConsideration minus the Early Participation Payment of $50.00 per$1,000 principal amount of notes. Holders will also be paid accruedinterest to, but not including, the applicable settlement date. Thesettlement dates for notes that are tendered after the EarlyParticipation Payment Deadline and prior to the Expiration Time isexpected to be promptly after the Expiration Time.

The Companies also announced that requisite consents to adopt theproposed amendments and release the collateral under the indenturesrelating to the notes have been received and that a supplementalindenture containing such amendments and releases will be executedtoday, Wednesday, November 16, 2005, by the Companies and theindenture trustee.

The tender offer is scheduled to expire at the Expiration Time.Notes tendered pursuant to the offer may no longer be withdrawn.

Banc of America Securities LLC, Goldman Sachs & Co., LehmanBrothers Inc. and UBS Securities LLC are the Dealer Managers andSolicitation Agents for the offer. Questions regarding the offer maybe directed to Banc of America Securities at 704-388-4813 (collect)or 888-292-0070 (toll-free), Goldman Sachs & Co. at 212-357-8664or 800-828-3182, Lehman Brothers at 212-528-7581 or 800-438-3242and UBS Securities at 203-719-4210 or 888-722-9555 x 4210.

About Qwest

Qwest Communications International Inc. (NYSE:Q) is a leadingprovider of high-speed Internet, data, video and voice services. Withapproximately 40,000 employees, Qwest is committed to the "Spirit ofService" and providing world-class services that exceed customers'expectations for quality, value and reliability. For more information,please visit the Qwest Web site at www.qwest.com.

Forward Looking Statement Note

This release may contain projections and other forward-lookingstatements that involve risks and uncertainties. These statements maydiffer materially from actual future events or results. Readers arereferred to the documents filed by us with the Securities and ExchangeCommission, specifically the most recent reports which identifyimportant risk factors that could cause actual results to differ fromthose contained in the forward-looking statements, including but notlimited to: access line losses due to increased competition, includingfrom technology substitution of our access lines with wireless andcable alternatives; our substantial indebtedness, and our inability tocomplete any efforts to de-lever our balance sheet through asset salesor other transactions; any adverse outcome of the currentinvestigation by the U.S. Attorney's office in Denver into certainmatters relating to us; adverse results of increased review andscrutiny by regulatory authorities, media and others (including anyinternal analyses) of financial reporting issues and practices orotherwise; 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 proceedingsrelated to matters that are the subject of governmentalinvestigations, and, to the extent not covered by insurance, if any,our inability to satisfy any resulting obligations from fundsavailable to us, if any; potential fluctuations in quarterly results;volatility of our stock price; intense competition in the markets inwhich we compete including the likelihood of certain of ourcompetitors consolidating with other providers or otherwisereorganizing their capital structure to more effectively competeagainst us; changes in demand for our products and services;acceleration of the deployment of advanced new services, such asbroadband data, wireless and video services, which could requiresubstantial expenditure of financial and other resources in excess ofcontemplated levels; higher than anticipated employee levels, capitalexpenditures and operating expenses; adverse changes in the regulatoryor legislative environment affecting our business; changes in theoutcome of future events from the assumed outcome included in oursignificant accounting policies; and our ability to utilize netoperating losses in projected amounts.

The information contained in this release is a statement ofQwest's present intention, belief or expectation and is based upon,among other things, the existing regulatory environment, industryconditions, market conditions and prices, the economy in general andQwest's assumptions. Qwest may change its intention, belief orexpectation, at any time and without notice, based upon any changes insuch factors, in Qwest's assumptions or otherwise. The cautionarystatements contained or referred to in this release should beconsidered in connection with any subsequent written or oralforward-looking statements that Qwest or persons acting on its behalfmay issue. This release may include analysts' estimates and otherinformation prepared by third parties for which Qwest assumes noresponsibility.

Qwest undertakes no obligation to review or confirm analysts'expectations or estimates or to release publicly any revisions to anyforward-looking statements and other statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events.

By including any information in this release, Qwest does notnecessarily acknowledge that disclosure of such information isrequired by applicable law or that the information is material.

The Qwest logo is a registered trademark of Qwest CommunicationsInternational Inc. in the U.S. and certain other countries.