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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 000-22609
QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1339282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1801 CALIFORNIA STREET, DENVER, COLORADO 80202
TELEPHONE NUMBER (303) 992-1400
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Qwest Common Stock New York Stock Exchange
($0.01 per share, par value)
Qwest Capital Funding, Inc. New York Stock Exchange
($500,000,000 6.125% Notes due July 15, 2002)
Securities registered Pursuant to Section 12(g) of the Act:
NONE
At March 5, 2001, 1,649,490,762 shares of Qwest common stock were
outstanding. At March 5, 2001, the aggregate market value of the Qwest voting
stock held by non-affiliates was approximately $45,900,367,222.
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
This document contains statements about expected future events and financial
results that are forward-looking and subject to risks and uncertainties. Please
refer to page 3 of Form 10-K for a discussion of factors that could cause actual
results to differ from expectations.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT WHERE INCORPORATED
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Annual Report for the year ended December 31, 2000 Part II, Items 5, 6, 7, 7A, and 8
Proxy Statement for Qwest's 2001 Annual Meeting Part III, Items 10, 11, 12 and 13
of Stockholders
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TABLE OF CONTENTS
ITEM DESCRIPTION PAGE
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PART I
1. Business.................................................... 2
2. Properties.................................................. 6
3. Legal Proceedings........................................... 6
4. Submission of Matters to a Vote of Security Holders......... 7
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 8
6. Selected Financial Data..................................... 8
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 8
8. Consolidated Financial Statements and Supplementary Data.... 8
9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.................................... 8
PART III
10. Directors and Executive Officers of the Registrant.......... 8
11. Executive Compensation...................................... 8
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 8
13. Certain Relationships and Related Transactions.............. 8
PART IV
14. Financial Statement Schedules, Reports on Form 8-K and
Exhibits.................................................... 9
Signature Page.............................................. 14
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FORM 10-K
QWEST COMMUNICATIONS INTERNATIONAL INC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about Qwest
Communications International Inc.'s ("Qwest" or "us" or "we" or "our") financial
condition, results of operations and business. These statements include, among
others:
- statements concerning the benefits that we expect will result from our
business activities and certain transactions we have completed, such as
increased revenues, decreased expenses and avoided expenses and
expenditures, and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be
incorporated by reference to other documents we will file with the Securities
and Exchange Commission ("SEC"). You can find many of these statements by
looking for words such as "believes," "expects," "anticipates," "estimates," or
similar expressions used in this report or incorporated by reference in this
report.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements.
The most important factors that could prevent us from achieving our stated
goals include, but are not limited to, the following:
- intense competition in the markets in which we conduct our business;
- changes in demand for our 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;
- rapid and significant changes in technology and markets;
- higher than anticipated employee levels, capital expenditures and
operating expenses;
- adverse changes in the regulatory or legislative environment impacting
the competitive environment and service pricing in the local exchange
market and affecting our business, and delays in the ability to begin
interLATA (local access transport area) long-distance services in our
14-state region;
- failure to maintain the necessary rights-of-way;
- failure to achieve the projected synergies and financial results expected
to result from the merger of U S WEST, Inc. ("U S WEST"), with and into
Qwest on June 30, 2000 (the "Merger"), and difficulties in combining the
operations of Qwest and U S WEST, which could affect our revenues, levels
of expenses and operating results.
Because these statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. We caution you not to place undue reliance on the
statements, which speak only as of the date of this report.
The cautionary statements contained or referred to in this section should
be considered in connection with any subsequent written or oral forward-looking
statements that Qwest or persons acting on its behalf may issue. We do not
undertake any obligation to review or confirm analyst's expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this report or to reflect
the occurrence of unanticipated events.
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PART I
ITEM 1. BUSINESS
We are a leading broadband Internet communications company that provides
advanced communication services, data, multimedia and Internet-based services on
a national and global basis; and wireless services, local telecommunications and
related services and directory services in the 14-state local service area. A
Fortune 100 company, we principally serve large and mid-size business and
government customers on a national and international basis, as well as
residential and small business customers primarily in the 14-state local service
area.
We are incorporated under the laws of the State of Delaware and have our
principal executive offices at 1801 California Street, Denver, Colorado 80202,
telephone number (303) 992-1400.
OPERATIONS
We are organized on the basis of our products and services and operate in
four segments: (1) retail services, (2) wholesale services, (3) network services
and (4) directory services. For further financial information on our segments,
you should refer to Management's Discussion and Analysis of Financial Condition
and Results of Operations and Note 10 to the consolidated financial statements.
Retail Services
The principal types of retail services we offer are: (1) advanced
communication services and data, multimedia and Internet-based services; (2)
wireless services; (3) interLATA (local access transport area) long-distance
services; (4) intraLATA long-distance services within our 14-state local service
area and (5) local exchange telephone services.
Advanced Communication Services and Data, Multimedia and Internet-based
Services. Advanced communication services, data, multimedia and Internet-based
services include Internet Protocol ("IP")-enabled services such as dedicated and
dial-up Internet access, Web hosting, co-location access, voice over IP,
application hosting, mass storage services, and broadband local access,
including digital subscriber line ("DSL"). We also provide high-speed data
communications and network services, including Internet access, hosting, DSL,
virtual private networks, frame relay service, transparent local area network
("LAN") service, asynchronous transfer mode ("ATM") service, network integration
solutions, application services and other data-related services to business
customers.
During 2000, we opened seven more CyberCenters, bringing the total number
of centers to 14 by the end of the year. These centers offer business customers
a variety of Web hosting and application services including our e-solutions, a
suite of Web hosting, application service provider and professional consulting
services. The buildings are directly connected to our network and each is
equipped with a maximum-security environment to safeguard the customers' hosting
operations. We plan to construct and operate another 10 centers within the
United States in 2001.
Wireless Services. We hold 10 MHz licenses to provide digital personal
communications services in most markets in our 14-state local service area.
Wireless services are being offered in 20 of these markets, and enable customers
to use the same telephone number for their wireless phone as for their home or
business phone. We also serve five markets in our 14-state local service area
through a joint venture with Touch America, Inc.
InterLATA Long-Distance Services. We provide interLATA long-distance voice
and data services to business and residential customers outside of our 14-state
local service area. We intend to begin offering interLATA long-distance services
within our 14-state local service area pursuant to the Telecommunications Act of
1996 (the "Telecommunications Act" or the "Act") upon satisfaction of certain
regulatory conditions primarily related to local exchange telephone competition.
IntraLATA Long-Distance Services Within our Region. We provide intraLATA
long-distance services within our 14-state local service area. These services
include intraLATA service beyond the local calling area, wide area
telecommunications service or "800" services for customers with highly
concentrated demand, and special services, such as transport of data, radio and
video.
Local Exchange Telephone Services. Local exchange telephone services
provide lines from telephone exchange offices to customers' premises in order to
originate and terminate voice and data telecommunications.
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These services include basic local exchange services provided through our
switched network, dedicated private line facilities for voice and special
services as well as data transport services. Other local exchange revenue is
derived from directory assistance and public telephone service.
We also provide other products and services, such as customer premises
equipment and enhanced services, (including voice mail) to residents, business
customers and governmental agencies.
For the year ended December 31, 2000, revenue from retail services
accounted for approximately 70% of our total revenue.
Wholesale Services
We provide network transport services nationally, on a wholesale basis,
primarily to telecommunications companies and Internet service providers
("ISPs"). We also provide network transport, switching and billing services to
competitive local exchange carriers ("CLECs"), interexchange carriers ("IXCs")
and wireless carriers in our 14-state local service area. CLECs are
communications companies, certified by a state Public Utility Commission
("PUC"), that provide local exchange service within a Qwest-associated local
calling area. IXCs provide transitional long-distance services to end-users by
handling calls that are made from a phone exchange in one LATA to an exchange in
another LATA. We also provide wholesale products such as optical broadband
capacity, conventional private line services to other communications providers,
as well as to ISPs and other data service companies, and high-volume voice
services. For the year ended December 31, 2000, revenue from wholesale services
accounted for approximately 19% of our total revenue.
Network Services
Our network services segment provides access to our telecommunications
network, including our information technologies supporting the network,
primarily to customers of our retail services and wholesale services segments.
For the year ended December 31, 2000, revenue from network services accounted
for approximately 2% of our total revenue.
Directory Services
Through Qwest Dex, Inc. ("Qwest Dex"), we publish White and Yellow Pages
directories in the 14-state local service area. Qwest Dex's business includes
all facets of directory-related publishing. Qwest Dex's customers include
businesses that purchase advertising in its directories and other related
products. Qwest Dex also provides directory publishing services to other
telephone companies on a contract basis and electronic directory services. Qwest
Dex has expanded its directories business onto the Internet. For the year ended
December 31, 2000, the revenue from directory services accounted for
approximately 9% of our total revenue in 2000.
OUR NETWORK
Our principal asset is our telecommunications network, which uses both
traditional telephone communications technology and Internet communications
technology.
In addition to the traditional telephone network in the 14-state local
service area, we continue to expand our high-capacity fiber optic network. The
network reaches over 25,500 miles in North America, and is designed to allow
customers to seamlessly exchange multimedia content-images, data and voice over
the public circuit-switched telephone network. The technologically advanced
fiber optic network is designed to instantaneously re-route traffic in the event
of a fiber cut to prevent interruption in service to our customers. This is
accomplished by automatically re-routing traffic in the opposite direction
around the SONET ring. The network is equipped with state-of-the-art
transmission electronics. Our network is designed to support IP, traditional
circuit-switched services and alternative information transfer standards used
for data transmission.
Our network connects approximately 150 metropolitan areas coast to coast.
We were the first network service provider to complete a transcontinental fiber
network when we activated our network from Los Angeles to San Francisco to New
York in April 1998. We are expanding our worldwide broadband services portfolio
to
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include end-to-end connectivity for our local Internet services to large and
multi-location enterprises and carriers in key United States metropolitan
markets. We are leveraging the many completed metropolitan area fiber rings and
right-of-ways that were built as part of the nationwide backbone construction.
We completed construction of extensive fiber and DSL networks in 12 major cities
in 2000 and we expect to complete 14 additional major cities by the end of 2001.
We have also built a 1,400 route-mile network in Mexico, and are part of a
consortium of communications companies that is building a 13,125-mile underwater
cable network connecting the United States to Japan.
KPNQwest, N.V. ("KPNQwest"), a European communications company in which we
and KPN, the Dutch telephone company, each own a 44% equity interest, is
building and operating a high-capacity, pan-European fiber optic, Internet-based
network that is currently expected to connect over 50 cities throughout Europe
when it is completed by the end of 2001.
In June 1999, our subsidiary, Qwest Corporation, entered into a series of
definitive agreements to sell local exchange telephone properties serving
approximately 570,000 access lines in nine states for approximately $1.8 billion
in cash, subject to adjustment. The pending sales are subject to regulatory
approvals and other customary closing conditions. The transfer of ownership,
which will occur on a state-by-state basis, is expected to be completed by the
end of the first quarter in 2002. In addition, on February 26, 2001, we
announced that we do not have plans to sell a significant number of additional
access lines at the present time.
STRATEGIC RELATIONSHIPS
We are developing Internet and multimedia services in alignment with
existing and anticipated market demand in partnership with leading information
technology companies, including the following:
- Microsoft Corporation for business applications and service;
- IBM Corporation for the construction and management of CyberCenters;
- SAP America, Inc., Oracle Corporation and Siebel Systems, Inc. for
application hosting services;
- Hewlett-Packard Company for high-end data storage, hosting and systems
management services; and
- BellSouth Corporation for coordinated marketing and product development
in the southeastern United States.
We also continue to evaluate opportunities to enter into other
relationships with leading information technology companies that would allow us
to improve and expand services, compete more effectively and create new
opportunities for growth.
COMPETITION
During 2000, we faced a constantly changing competitive environment. The
early part of the year saw significant consolidation in the telecommunications
industry followed later in the year by a number of companies experiencing
financial difficulties. We expect that rapid restructuring in the
telecommunications industry will continue in the future.
We still face intense competition in almost every area of our business,
primarily from other communications companies. Some of our existing and
potential competitors, particularly in the communications services markets, have
more financial, personnel, marketing resources as well as certain competitive
advantages. As a result of these competitors' efforts, we continue to experience
an erosion of our market share in certain markets, as well as pressure on profit
margins, particularly in the intraLATA long-distance market and business portion
of the local service market.
We have taken several steps to combat the impacts of competition on our
operating results. First, we continue to expand and upgrade our network
facilities and CyberCenters to accommodate the increasing customer demands for
faster and greater amounts of data, as well as Internet based services. Our
national fiber optic network provides us with the ability to meet many of these
demands today and into the immediate future.
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This network also lowers our cost structure, allowing us to maintain profit
margins relative to our competitors. Second, we have successfully deployed
bundled products and service offerings to our customers in response to
competition in the small business and residential sectors. This allows us to
provide a comprehensive package at a competitive price. Third, we are committed
to significantly improving the service provided to our customers. Substantial
amounts of time, effort and financial resources have been, and will continue to
be, focused on this area. Fourth, we are diligently working with various state
PUCs and the Federal Communications Commission ("FCC") to meet the requirements
necessary for us to be able to enter the interLATA long-distance market within
our Region. We continue to work with the appropriate regulatory bodies to
achieve increased pricing flexibility for products and services. We have been
successful in gaining price cap regulation in several jurisdictions. Finally, we
remain focused on providing new and improved products and services in the data,
IP, and wireless arenas where demand continues to accelerate. Based upon these
factors, we believe we are well positioned to compete with other companies in
providing products and services to current and potential customers.
REGULATION
As a general matter, we are subject to substantial regulation, including
requirements and restrictions arising under the Telecommunications Act and state
utility laws, and the rules and policies of the FCC, state PUCs and other
governmental entities. This regulation, among other matters, currently prohibits
us (with certain exceptions) from providing retail or wholesale interLATA
telecommunications services within the Region, and governs the terms and
conditions under which we provide services to our customers (including competing
CLECs and IXCs in our Region).
Interconnection. The FCC is continuing to interpret the obligations of
incumbent local exchange carriers ("ILECs") under the Telecommunications Act to
interconnect their networks with, and make unbundled network elements available
to, CLECs. These decisions establish our obligations in the Region, and our
rights when we compete for certain services outside of our Region. In addition,
the United States Supreme Court is now considering an appeal from a ruling of
the Eighth Circuit Court of Appeals that the FCC's rules for the pricing of
interconnection and unbundled network elements by ILECs unlawfully preclude
ILECs from recovering their actual costs as required by the Act.
Access Pricing. The FCC has initiated a number of proceeding which
directly affect the rates and charges for access services sold or purchased by
Qwest. It is expected that these proceedings and related implementation of
resulting FCC decisions will continue through 2002.
On May 31, 2000, the FCC adopted the access reform and universal service
plan developed by the Coalition for Affordable Local and Long-Distance Service
("CALLS"). The adoption of the CALLS proposal resolved many outstanding issues
before the FCC including: the court remand of the 6.5% productivity factor, the
treatment of implicit universal service support; the treatment of low-volume
long-distance users and the next scheduled price cap review. The CALLS plan has
a five-year life and provides for the following: elimination of the residential
presubscribed interexchange carrier charge ("PICC"); increases in subscriber
line charges; reductions in switched access usage rates; the removal of certain
implicit universal service support from access charges and direct recovery from
end-users; and commitments from participating IXCs to pass through access charge
reductions to end-users. We have opted into the five-year CALLS plan.
Advanced Telecommunications Services. On two separate occasions, the FCC
has ruled that advanced services provided by an ILEC are covered by those
provisions of the Act that govern telephone exchange and exchange access
services. We have challenged this finding, contending that advanced services fit
within neither category and are not properly treated as exchange services. This
case is now before the Court of Appeals.
InterLATA Long-Distance Entry. Several Regional Bell Operating Companies
("RBOC") have filed for entry into the interLATA long-distance business.
Although many of these applications have been supported by state PUCs, the FCC
had rejected all applications until December 1999. As of this date,
long-distance authority has been granted in the states of New York, Kansas,
Oklahoma, and Texas.
We filed applications with all in-region state PUCs for support of our
planned applications to the FCC for authority to enter the interLATA
long-distance business. Workshops and related proceedings are underway at the
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state level to evaluate the Company's satisfaction of requirements under the
Telecommunications Act that must be met in order for an RBOC to obtain
long-distance authority. We have agreed to test operational support systems on a
regional basis in 13 states, and testing of those systems is scheduled to begin
in March 2001. Testing in Arizona is being conducted separately, and began in
February 2001. We expect to file FCC applications in many of our states by the
end of 2001.
Long-Term Number Portability Tariffs. In July 1999, the FCC issued an
order on our local number portability ("LNP") tariff that was originally
effective in February 1999. The FCC's order approved a monthly cost recovery
surcharge of $0.43 per access line. We estimate the surcharge will facilitate
the recovery of approximately $407 million of LNP implementation costs over five
years. We have successfully defended our tariffs against AT&T's objections.
EMPLOYEES
As of December 31, 2000, we employed approximately 67,000 employees.
Approximately 38,000 were represented by collective bargaining agreements. We
believe that our relations with our employees are good.
ITEM 2. PROPERTIES
Our network and its component assets are the principal properties we own.
Our installed fiber optic cable is laid under the various rights of way held by
us. Other fixed assets are located at various locations in geographic areas that
we serve.
Our tangible assets include a significant investment in telecommunications
equipment. We own substantially all of our telecommunications equipment required
for our business. Total investment in plant, property and equipment was
approximately $48.3 billion and $38.1 billion at December 31, 2000 and 1999,
respectively, including the effect of retirements, but before deducting
accumulated depreciation.
We lease sales offices for our communications services business unit in
major metropolitan locations both in the United States and internationally. Our
network management centers are located primarily in owned buildings situated on
land owned in fee at various locations in geographic areas that we serve.
Our local services network is predominately located within the Region,
which includes Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New
Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming. Our
network provides the capabilities to furnish advanced data transmission and
information management services.
ITEM 3. LEGAL PROCEEDINGS
In January 2001, an amended purported class action complaint was filed
against Qwest and certain current and former officers and directors on behalf of
stockholders of U S WEST. The complaint alleges that Qwest has a duty to pay a
quarterly dividend to U S WEST stockholders of record as of June 30, 2000.
Plaintiffs further claim that the defendants' efforts to close the Merger in
advance of the record date and the defendants' failure to pay the dividend
breaches fiduciary duties owed to stockholders of U S WEST. Qwest has filed a
motion to dismiss the complaint, which is pending.
Through December 2000, seven purported class action complaints have been
filed in various state courts against Qwest and U S WEST on behalf of customers
in the states of Arizona, Colorado, Minnesota, New Mexico, Oregon, Utah and
Washington. The complaints allege, among other things, that from 1993 to the
present, U S WEST, in violation of alleged statutory and common law obligations,
willfully delayed the provision of local telephone service to the purported
class members. In addition, the complaints allege that U S WEST misrepresented
the date on which such local telephone service was to be provided to the
purported class members. The complaints seek compensatory damages for purported
class members, disgorgement of profits and punitive damages. As of November 11,
2000, the parties have signed agreements to settle the complaints. The
agreements are subject to a variety of conditions, including court approval.
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In April 1999, CSX Transportation, Inc. filed a complaint in federal
district court in Jacksonville, Florida against Qwest claiming breach of a 1995
contract. Discovery in the case is ongoing and the trial is scheduled to
commence in October 2001.
Through December 2000, several purported class actions have been filed in
various state courts against Qwest on behalf of landowners in Georgia, Indiana,
Kansas, Louisiana, Missouri, Oregon, Tennessee and Texas. The complaints
challenge Qwest's right to install its fiber optic cable network in railroad
rights-of-way. The complaints allege that the railroads own a limited property
right-of-way that did not include the right to permit Qwest to install its fiber
optic cable network on the plaintiffs' property. The Indiana action purports to
be on behalf of a national class of landowners adjacent to railroad
rights-of-way over which the Qwest network passes; the Georgia, Kansas,
Louisiana, Missouri, Oregon, Tennessee and Texas actions purport to be on behalf
of a class of such landowners in Georgia, Kansas, Louisiana, Missouri, Oregon,
Tennessee and Texas, respectively. The complaints seek damages on theories of
trespass and unjust enrichment, as well as punitive damages. The Company
received, and may in the future receive, additional claims and demands that may
be based on similar or different legal theories.
From March 2, 2000 to March 9, 2000, five purported class action complaints
were filed against Qwest in state court in Delaware on behalf of Qwest
stockholders. The complaints allege that Qwest and its directors breached their
fiduciary duty by entering into the Merger and by agreeing not to solicit
alternative transactions. Since the filing of the complaints, there has been no
discovery or other activity in the cases.
On March 17, 2000, and March 20, 2000, two class action complaints were
filed in federal district court in Delaware against Qwest and Joseph Nacchio on
behalf of U S WEST stockholders. The complaints allege, among other things, that
Qwest and Mr. Nacchio made material false statements regarding Qwest's intent to
solicit an alternative transaction to the Merger. Since the filing of the
complaints, there has been no discovery or other activity in the cases.
In 1999, twelve purported class action complaints were filed against U S
WEST and its directors on behalf of U S WEST stockholders. Each of the
complaints allege that the defendants breached their fiduciary duties to the
class members by refusing to seek all bona fide offers for U S WEST and refusing
to consider the Qwest proposal. Since the filing of the complaints, there has
been no discovery or other activity in the cases.
Various other litigation matters have been filed against us. We intend to
vigorously defend these outstanding claims.
We have provided for these matters in our financial statements as of
December 31, 2000. We do not expect any material adverse impacts in excess of
these reserves as a result of the ultimate resolution of these matters.
From time to time, we receive complaints and become subject to
investigations regarding tariffs, "slamming" (the practice of changing
long-distance carriers without the customer's consent) and other matters. In
2000, the California Public Utilities Commission opened an investigation
relating to certain slamming complaints. A purported class action complaint was
filed in federal court in Connecticut containing slamming allegations. The
Attorney General of Connecticut has also filed a similar complaint in state
court in Connecticut. We may receive complaints or become subject to
investigations in the future. Such complaints or investigations could result in
the imposition of certain fines and other penalties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 2000.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information under the caption "Market for the Registrant's Common
Equity and Related Stockholder Matters" on page 68 of Qwest's 2000 Annual Report
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The financial information in the table under the caption "Selected
Financial Data" on page 26 of Qwest's 2000 Annual Report is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 27 of Qwest's 2000 Annual
Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the caption "Quantitative and Qualitative Disclosures
About Market Risk" on page 38 of Qwest's 2000 Annual Report is incorporated
herein by reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Qwest's Consolidated Financial Statements and related Notes thereto and the
Independent Auditors' Report on pages 42-68 of Qwest's 2000 Annual Report, as
well as the unaudited information set forth in Note 11 -- Selected Consolidated
Quarterly Financial Data on page 67 of Qwest's 2000 Annual Report, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
We have nothing to report under this item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Items 10, 11, 12 and 13 of Part III of this
annual report on Form 10-K is incorporated by reference from and will be
contained in Qwest's definitive proxy statement for its annual meeting of
stockholders to be filed with the SEC by April 30, 2001.
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PART IV
ITEM 14. FINANCIAL STATEMENT SCHEDULES, REPORTS ON FORM 8-K AND EXHIBITS
(a) Documents filed as part of the report:
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(1) Report of Independent Auditors.......................... *
Financial Statements covered by Report of Independent
Auditors:
Consolidated Statements of Operations for the years ended
December 31, 2000, 1999 and 1998....................... *
Consolidated Balance Sheets as of December 31, 2000 and
1999................................................... *
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998....................... *
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2000, 1999 and 1998........... *
Notes to the Consolidated Financial Statements............ *
* Incorporated herein by reference to the appropriate portions of the
registrant's annual report to shareowners for the fiscal year ended
December 31, 2000. (See Part II.)
(b) Reports on Form 8-K:
Qwest filed the following reports on Form 8-K during the fourth
quarter of 2000:
(1) On September 8, 2000, Qwest filed a report on Form 8-K
regarding certain expected financial results for 2000 and 2001.
(2) On September 13, 2000, Qwest filed a report on Form 8-K
regarding capital projects provided at an analyst conference on
September 11, 2000.
(3) On October 25, 2000, Qwest filed a report on Form 8-K regarding
its third quarter 2000 results of operations.
(4) On November 3, 2000, Qwest filed a report on Form 8-K regarding
an analyst meeting held October 31, 2000 in New York.
(5) On December 21, 2000, Qwest filed a report on Form 8-K
regarding a conference call with investors.
(c) Exhibits:
Exhibits identified in parentheses below are on file with the Commission
and are incorporated herein by reference. All other exhibits are provided as
part of this electronic submission.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(2.1) -- Separation Agreement, dated June 5, 1998, between U S
WEST, Inc. (renamed "MediaOne Group, Inc.") ("MediaOne
Group") and USW-C, Inc (renamed U S WEST, Inc.) ("U S
WEST"), (incorporated by reference to U S WEST's Current
Report on Form 8-K/A dated June 26, 1998, File No.
1-14087).
(2.2) -- Amendment to the Separation Agreement between MediaOne
Group and U S WEST dated June 12, 1998 (incorporated by
reference to U S WEST's Annual Report on Form 10-K/A for
the year ended December 31, 1998, File No. 1-14087).
(3.1) -- Amended and Restated Certificate of Incorporation of
Qwest (incorporated by reference to Qwest's Registration
Statement on Form S-4/A, File No. 333-81149, filed
September 17, 1999).
9
12
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.2 -- Amended and Restated Bylaws of Qwest.
(4.1)*** -- Indenture, dated as of October 15, 1997, with Bankers
Trust Company (including form of Qwest's 9.47% Senior
Discount Notes due 2007 and 9.47% Series B Senior
Discount Notes due 2007 as an exhibit thereto).
(4.2)**** -- Indenture, dated as of August 28, 1997, with Bankers
Trust Company (including form of Qwest's 10 7/8% Series B
Senior Discount Notes due 2007 as an exhibit thereto).
(4.3)**** -- Indenture dated as of January 29, 1998 with Bankers Trust
Company (including form of Qwest's 8.29% Senior Discount
Notes due 2008 and 8.29% Series B Senior Discount Notes
due 2008 as an exhibit thereto).
(4.4) -- Indenture, dated as of November 4, 1998, with Bankers
Trust Company (including form of Qwest's 7.50% Senior
Discount Notes due 2008 and 7.50% Series B Senior
Discount Notes due 2008 as an exhibit thereto)
(incorporated by reference to Qwest's Registration
Statement on Form S-4 , File No. 333-71603, filed
February 2, 1999).
(4.5) -- Indenture, dated as of November 27, 1998, with Bankers
Trust Company (including form of Qwest's 7.25% Senior
Discount Notes due 2008 and 7.25% Series B Senior
Discount Notes due 2008 as an exhibit thereto)
(incorporated by reference to Qwest's Registration
Statement on Form S-4, File No. 333-71603, filed February
2, 1999).
(4.6) -- Registration Agreement, dated November 27, 1998, with
Salomon Brothers Inc. relating to Qwest's 7.25% Senior
Discount Notes due 2008 (incorporated by reference to
Qwest's Registration Statement on Form S-4, File No.
333-71603, filed February 2, 1999).
(4.7) -- Indenture, dated as of June 23, 1997, between LCI
International, Inc. and First Trust National Association,
as trustee, providing for the issuance of Senior Debt
Securities, including Resolutions of the Pricing
Committee of the Board of Directors establishing the
terms of the 7.25% Senior Notes due June 15, 2007
(incorporated by reference to Exhibit 4(c) in LCI's
Current Report on Form 8-K, dated June 23, 1997).
(4.8) -- Registration Rights Agreement, dated August 20, 1999,
between U S WEST Capital Funding, Inc., U S WEST, Inc.,
J.P. Morgan Securities, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (incorporated by reference to
U S WEST's Form S-4 Registration Statement, File No.
333-92523, filed December 10, 1999).
(4.9) -- Indenture, dated as of June 29, 1998, by and among U S
WEST Capital Funding, Inc., U S WEST, Inc., and The First
National Bank of Chicago (now known as Bank One Trust
Company, National Association), as Trustee (incorporated
by reference to U S WEST's Current Report on Form 8-K,
dated November 18, 1998, File No. 1-14087).
(4.10) -- First Supplemental Indenture, dated as of June 30, 2000,
by and among U S WEST Capital Funding, Inc., U S WEST,
Inc., Qwest Communications International Inc., and Bank
One Trust Company, as Trustee (incorporated by reference
to Qwest's quarterly report on Form 10-Q for the quarter
ended June 30, 2000).
(10.1)** -- Growth Share Plan, as amended, effective October 1,
1996.*
10
13
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(10.2) -- Equity Incentive Plan, as amended (incorporated by
reference from Exhibit A to Qwest's definitive proxy
statement on Schedule 14A, filed March 17, 2000).*
(10.3) -- Qwest Communications International Inc. Employee Stock
Purchase Plan (incorporated by reference to Qwest's
Preliminary Proxy Statement for the Annual Meeting of
Stockholders filed February 26, 1999).*
(10.4) -- Qwest Communications International Inc. Deferred
Compensation Plan (incorporated by reference to Qwest's
Annual Report on Form 10-K for the year ended December
31, 1998).*
(10.5)**** -- Equity Compensation Plan for Non-Employee Directors.*
(10.6) -- Qwest Communications International Inc. 401-K Plan
(incorporated by reference to Qwest's Annual Report on
Form 10-K for the year ended December 31, 1998).*
(10.7)** -- Employment Agreement dated December 21, 1996 with Joseph
P. Nacchio.*
(10.8)**** -- Growth Share Plan Agreement with Joseph P. Nacchio,
effective January 1, 1997, and Amendment thereto.*
(10.9)**** -- Non-Qualified Stock Option Agreement with Joseph P.
Nacchio, effective June 23, 1997.*
10.11 -- Employment Agreement dated October 6, 1998 with Drake S.
Tempest.*
10.12 -- Employment Agreement dated October 18, 2000 with Stephen
M. Jacobsen.*
10.13 -- Employment Agreement dated May 20, 1999 with Afshin
Mohebbi.*
(10.14)**** -- Employment Agreement dated October 8, 1997 with Lewis O.
Wilks.*
(10.15)**# -- IRU Agreement dated as of October 18, 1996 with Frontier
Communications International Inc.
(10.16)**# -- IRU Agreement dated as of February 26, 1996 with WorldCom
Network Services, Inc.
(10.17)**# -- IRU Agreement dated as of May 2, 1997 with GTE.
(10.18) -- Common Stock Purchase Agreement, dated as of December 13,
1998, with Microsoft Corporation (incorporated by
reference to Qwest's Current Report on Form 8-K, filed
December 16, 1998).
(10.19) -- Registration Rights Agreement, dated as of December 14,
1998, with Microsoft Corporation (incorporated by
reference to Qwest's Current Report on Form 8-K, filed
December 16, 1998).
(10.20) -- Registration Rights Agreement, dated as of April 18,
1999, with Anschutz Company and Anschutz Family
Investment Company LLC (incorporated by reference to
Qwest's Current Report on Form 8-K/A, filed April 28,
1999).
(10.21) -- Common Stock Purchase Agreement, dated as of April 19,
1999, with BellSouth Enterprises, Inc. (incorporated by
reference to Qwest's Current Report on Form 8-K/A, filed
April 28, 1999).
(10.22) -- Registration Rights Agreement, dated as of April 19,
1999, with BellSouth Enterprises, Inc. (incorporated by
reference to Qwest's Current Report on Form 8-K/A, filed
April 28, 1999).
10.23 -- Securities Purchase Agreement dated January 16, 2001 with
BellSouth Corporation.
11
14
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(10.24) -- Purchase Agreement by and among Qwest, Slingshot
Networks, LLC and Anschutz Digital Media, Inc., dated
September 26, 1999 (incorporated by reference to Qwest's
quarterly report on Form 10-Q for the quarter ended
September 30, 1999).
(10.25) -- Unit Purchase Agreement, dated June 21, 2000, by and
among U.S. Telesource, Inc. and Anschutz Digital Media,
Inc. (incorporated by reference to Qwest's quarterly
report on form 10-Q for the quarter ended June 30, 2000).
(10.26) -- Second Amended and Restated Operating Agreement of
Slingshot Networks, LLC entered into as of June 21, 2000
between Anschutz Digital Media, Inc. and U.S. Telesource,
Inc. (incorporated by reference to Qwest's quarterly
report on Form 10-Q for the quarter ended June 30, 2000)
(10.27) -- Employee Matters Agreement between MediaOne Group and U S
WEST, dated June 5, 1998 (incorporated by reference to U
S WEST's Current Report on Form 8-K/A, dated June 26,
1998, File No. 1-14087).
(10.28) -- Tax Sharing Agreement between MediaOne Group and U S
WEST, dated June 5, 1998 (incorporated by reference to U
S WEST's Current Report on Form 8-K/A, dated June 26,
1998, File No. 1-14087).
(10.29) -- 360-Day $4.0 billion Credit Agreement, dated as of May 5,
2000, among U S WEST, Inc., U S WEST Capital Funding,
Inc., U S WEST Communications, Inc., the banks listed
therein, and Morgan Guaranty Trust Company of New York,
as administrative agent (incorporated by reference to U S
WEST's quarterly report on Form 10-Q for the quarter
ended March 31, 2000).
(10.30) -- Purchase Agreement, dated July 3, 2000, among Qwest
Capital Funding, Inc., Qwest Communications International
Inc. and Salomon Smith Barney Inc. (incorporated by
reference to Qwest's quarterly report on Form 10-Q for
the quarter ended June 30, 2000).
(10.31) -- Purchase Agreement, dated August 16, 2000, among Qwest
Capital Funding, Inc., Qwest Communications International
Inc., Salomon Smith Barney Inc. and Lehman Brothers Inc.
as Representatives of the several initial purchasers
listed therein (incorporated by reference to Qwest's
quarterly report on Form 10-Q for the quarter ended
September 30, 2000).
(10.32) -- Registration Rights Agreement, dated August 16, 2000,
among Qwest Capital Funding, Inc., Qwest Communications
International Inc., Salomon Smith Barney Inc. and Lehman
Brothers Inc. as Representatives of the several initial
purchasers listed therein (incorporated by reference to
Qwest's quarterly report on Form 10-Q for the quarter
ended September 30, 2000).
10.33 -- Purchase Agreement, dated February 7, 2001, among Qwest
Capital Funding, Inc., Qwest Communications International
Inc., Banc of America Securities LLC and Chase Securities
Inc. as Representatives of the several initial purchasers
listed therein.
10.34 -- Registration Rights Agreement, dated February 14, 2001,
among Qwest Capital Funding, Inc., Qwest Communications
International Inc., Banc of America Securities LLC and
Chase Securities Inc. as Representatives of the several
initial purchasers listed therein.
12
15
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(10.35) -- Form of Agreement for Purchase and Sale of Telephone
Exchanges, dated as of June 16, 1999, between Citizens
Utilities Company and U S WEST Communications, Inc.
(incorporated by reference to U S WEST's Current Report
on Form 8-K, dated June 17, 1999).
10.36 -- Qwest Communications International Inc., Deferred
Compensation Plan for Nonemployee Directors, effective as
of July 1, 2000.*
10.37 -- Amended and Restated Qwest Digital Media, LLC Growth
Share Plan (as of June 1, 2000).*
12 -- Computation of Ratio of Earnings to Fixed Charges.
13 -- Portions of Qwest's Annual Report to shareowners for the
fiscal year ended December 31, 2000. Only the information
incorporated by reference into this Form 10-K is included
in the exhibit.
21 -- Subsidiaries of the Registrant.
23 -- Consent of Arthur Andersen LLP.
(99) -- Annual Report on Form 11-K for the U S WEST Savings
Plan/ESOP for the year ended December 31, 1999
(incorporated by reference to U S WEST's Annual Report on
Form 10-K, File No. 1-14087, Paper Copy (P)).
- ---------------
( ) Previously filed.
* Executive Compensation Plans and Arrangements.
** Incorporated by reference in Form S-1 as declared effective on June 23,
1997 (File No. 333-25391).
*** Incorporated by reference to exhibit 4.1 in Form S-4 as declared effective
on January 5, 1998 (File No. 333-42847).
**** Incorporated by reference in Qwest's Form 10-K for the year ended December
31, 1997.
# Portions have been omitted pursuant to a request for confidential
treatment.
13
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on March 15, 2001.
Qwest Communications International
Inc.,
a Delaware corporation
By: /s/ ROBIN R. SZELIGA
----------------------------------
Robin R. Szeliga
Senior Vice President -- Finance
and
Interim Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
SIGNATURE TITLES DATE
--------- ------ ----
/s/ PHILIP F. ANSCHUTZ Director, Chairman of the Board March 15, 2001
- -----------------------------------------------------
Philip F. Anschutz
/s/ JOSEPH P. NACCHIO Director, Chairman and Chief March 15, 2001
- ----------------------------------------------------- Executive Officer
Joseph P. Nacchio
/s/ LINDA G. ALVARADO Director March 15, 2001
- -----------------------------------------------------
Linda G. Alvarado
/s/ CRAIG R. BARRETT Director March 15, 2001
- -----------------------------------------------------
Craig R. Barrett
/s/ HANK BROWN Director March 15, 2001
- -----------------------------------------------------
Hank Brown
/s/ THOMAS J. DONOHUE Director March 15, 2001
- -----------------------------------------------------
Thomas J. Donohue
/s/ JORDAN L. HAINES Director March 15, 2001
- -----------------------------------------------------
Jordan L. Haines
/s/ CANNON Y. HARVEY Director March 15, 2001
- -----------------------------------------------------
Cannon Y. Harvey
/s/ PETER S. HELLMAN Director March 15, 2001
- -----------------------------------------------------
Peter S. Hellman
/s/ VINOD KHOSLA Director March 15, 2001
- -----------------------------------------------------
Vinod Khosla
14
17
SIGNATURE TITLES DATE
--------- ------ ----
/s/ MARILYN C. NELSON Director March 15, 2001
- -----------------------------------------------------
Marilyn C. Nelson
/s/ FRANK POPOFF Director March 15, 2001
- -----------------------------------------------------
Frank Popoff
/s/ CRAIG D. SLATER Director March 15, 2001
- -----------------------------------------------------
Craig D. Slater
/s/ W. THOMAS STEPHENS Director March 15, 2001
- -----------------------------------------------------
W. Thomas Stephens
15
18
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(2.1) -- Separation Agreement, dated June 5, 1998, between U S
WEST, Inc. (renamed "MediaOne Group, Inc.") ("MediaOne
Group") and USW-C, Inc (renamed U S WEST, Inc.) ("U S
WEST"), (incorporated by reference to U S WEST's Current
Report on Form 8-K/A dated June 26, 1998, File No.
1-14087).
(2.2) -- Amendment to the Separation Agreement between MediaOne
Group and U S WEST dated June 12, 1998 (incorporated by
reference to U S WEST's Annual Report on Form 10-K/A for
the year ended December 31, 1998, File No. 1-14087).
(3.1) -- Amended and Restated Certificate of Incorporation of
Qwest (incorporated by reference to Qwest's Registration
Statement on Form S-4/A, File No. 333-81149, filed
September 17, 1999).
3.2 -- Amended and Restated Bylaws of Qwest.
(4.1)*** -- Indenture, dated as of October 15, 1997, with Bankers
Trust Company (including form of Qwest's 9.47% Senior
Discount Notes due 2007 and 9.47% Series B Senior
Discount Notes due 2007 as an exhibit thereto).
(4.2)**** -- Indenture, dated as of August 28, 1997, with Bankers
Trust Company (including form of Qwest's 10 7/8% Series B
Senior Discount Notes due 2007 as an exhibit thereto).
(4.3)**** -- Indenture dated as of January 29, 1998 with Bankers Trust
Company (including form of Qwest's 8.29% Senior Discount
Notes due 2008 and 8.29% Series B Senior Discount Notes
due 2008 as an exhibit thereto).
(4.4) -- Indenture, dated as of November 4, 1998, with Bankers
Trust Company (including form of Qwest's 7.50% Senior
Discount Notes due 2008 and 7.50% Series B Senior
Discount Notes due 2008 as an exhibit thereto)
(incorporated by reference to Qwest's Registration
Statement on Form S-4 , File No. 333-71603, filed
February 2, 1999).
(4.5) -- Indenture, dated as of November 27, 1998, with Bankers
Trust Company (including form of Qwest's 7.25% Senior
Discount Notes due 2008 and 7.25% Series B Senior
Discount Notes due 2008 as an exhibit thereto)
(incorporated by reference to Qwest's Registration
Statement on Form S-4, File No. 333-71603, filed February
2, 1999).
(4.6) -- Registration Agreement, dated November 27, 1998, with
Salomon Brothers Inc. relating to Qwest's 7.25% Senior
Discount Notes due 2008 (incorporated by reference to
Qwest's Registration Statement on Form S-4, File No.
333-71603, filed February 2, 1999).
(4.7) -- Indenture, dated as of June 23, 1997, between LCI
International, Inc. and First Trust National Association,
as trustee, providing for the issuance of Senior Debt
Securities, including Resolutions of the Pricing
Committee of the Board of Directors establishing the
terms of the 7.25% Senior Notes due June 15, 2007
(incorporated by reference to Exhibit 4(c) in LCI's
Current Report on Form 8-K, dated June 23, 1997).
19
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(4.8) -- Registration Rights Agreement, dated August 20, 1999,
between U S WEST Capital Funding, Inc., U S WEST, Inc.,
J.P. Morgan Securities, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (incorporated by reference to
U S WEST's Form S-4 Registration Statement, File No.
333-92523, filed December 10, 1999).
(4.9) -- Indenture, dated as of June 29, 1998, by and among U S
WEST Capital Funding, Inc., U S WEST, Inc., and The First
National Bank of Chicago (now known as Bank One Trust
Company, National Association), as Trustee (incorporated
by reference to U S WEST's Current Report on Form 8-K,
dated November 18, 1998, File No. 1-14087).
(4.10) -- First Supplemental Indenture, dated as of June 30, 2000,
by and among U S WEST Capital Funding, Inc., U S WEST,
Inc., Qwest Communications International Inc., and Bank
One Trust Company, as Trustee (incorporated by reference
to Qwest's quarterly report on Form 10-Q for the quarter
ended June 30, 2000).
(10.1)** -- Growth Share Plan, as amended, effective October 1,
1996.*
(10.2) -- Equity Incentive Plan, as amended (incorporated by
reference from Exhibit A to Qwest's definitive proxy
statement on Schedule 14A, filed March 17, 2000).*
(10.3) -- Qwest Communications International Inc. Employee Stock
Purchase Plan (incorporated by reference to Qwest's
Preliminary Proxy Statement for the Annual Meeting of
Stockholders filed February 26, 1999).*
(10.4) -- Qwest Communications International Inc. Deferred
Compensation Plan (incorporated by reference to Qwest's
Annual Report on Form 10-K for the year ended December
31, 1998).*
(10.5)**** -- Equity Compensation Plan for Non-Employee Directors.*
(10.6) -- Qwest Communications International Inc. 401-K Plan
(incorporated by reference to Qwest's Annual Report on
Form 10-K for the year ended December 31, 1998).*
(10.7)** -- Employment Agreement dated December 21, 1996 with Joseph
P. Nacchio.*
(10.8)**** -- Growth Share Plan Agreement with Joseph P. Nacchio,
effective January 1, 1997, and Amendment thereto.*
(10.9)**** -- Non-Qualified Stock Option Agreement with Joseph P.
Nacchio, effective June 23, 1997.*
10.11 -- Employment Agreement dated October 6, 1998 with Drake S.
Tempest.*
10.12 -- Employment Agreement dated October 18, 2000 with Stephen
M. Jacobsen.*
10.13 -- Employment Agreement dated May 20, 1999 with Afshin
Mohebbi.*
(10.14)**** -- Employment Agreement dated October 8, 1997 with Lewis O.
Wilks.*
(10.15)**# -- IRU Agreement dated as of October 18, 1996 with Frontier
Communications International Inc.
(10.16)**# -- IRU Agreement dated as of February 26, 1996 with WorldCom
Network Services, Inc.
(10.17)**# -- IRU Agreement dated as of May 2, 1997 with GTE.
(10.18) -- Common Stock Purchase Agreement, dated as of December 13,
1998, with Microsoft Corporation (incorporated by
reference to Qwest's Current Report on Form 8-K, filed
December 16, 1998).
20
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(10.19) -- Registration Rights Agreement, dated as of December 14,
1998, with Microsoft Corporation (incorporated by
reference to Qwest's Current Report on Form 8-K, filed
December 16, 1998).
(10.20) -- Registration Rights Agreement, dated as of April 18,
1999, with Anschutz Company and Anschutz Family
Investment Company LLC (incorporated by reference to
Qwest's Current Report on Form 8-K/A, filed April 28,
1999).
(10.21) -- Common Stock Purchase Agreement, dated as of April 19,
1999, with BellSouth Enterprises, Inc. (incorporated by
reference to Qwest's Current Report on Form 8-K/A, filed
April 28, 1999).
(10.22) -- Registration Rights Agreement, dated as of April 19,
1999, with BellSouth Enterprises, Inc. (incorporated by
reference to Qwest's Current Report on Form 8-K/A, filed
April 28, 1999).
10.23 -- Securities Purchase Agreement dated January 16, 2001 with
BellSouth Corporation.
(10.24) -- Purchase Agreement by and among Qwest, Slingshot
Networks, LLC and Anschutz Digital Media, Inc., dated
September 26, 1999 (incorporated by reference to Qwest's
quarterly report on Form 10-Q for the quarter ended
September 30, 1999).
(10.25) -- Unit Purchase Agreement, dated June 21, 2000, by and
among U.S. Telesource, Inc. and Anschutz Digital Media,
Inc. (incorporated by reference to Qwest's quarterly
report on form 10-Q for the quarter ended June 30, 2000).
(10.26) -- Second Amended and Restated Operating Agreement of
Slingshot Networks, LLC entered into as of June 21, 2000
between Anschutz Digital Media, Inc. and U.S. Telesource,
Inc. (incorporated by reference to Qwest's quarterly
report on Form 10-Q for the quarter ended June 30, 2000)
(10.27) -- Employee Matters Agreement between MediaOne Group and U S
WEST, dated June 5, 1998 (incorporated by reference to U
S WEST's Current Report on Form 8-K/A, dated June 26,
1998, File No. 1-14087).
(10.28) -- Tax Sharing Agreement between MediaOne Group and U S
WEST, dated June 5, 1998 (incorporated by reference to U
S WEST's Current Report on Form 8-K/A, dated June 26,
1998, File No. 1-14087).
(10.29) -- 360-Day $4.0 billion Credit Agreement, dated as of May 5,
2000, among U S WEST, Inc., U S WEST Capital Funding,
Inc., U S WEST Communications, Inc., the banks listed
therein, and Morgan Guaranty Trust Company of New York,
as administrative agent (incorporated by reference to U S
WEST's quarterly report on Form 10-Q for the quarter
ended March 31, 2000).
(10.30) -- Purchase Agreement, dated July 3, 2000, among Qwest
Capital Funding, Inc., Qwest Communications International
Inc. and Salomon Smith Barney Inc. (incorporated by
reference to Qwest's quarterly report on Form 10-Q for
the quarter ended June 30, 2000).
(10.31) -- Purchase Agreement, dated August 16, 2000, among Qwest
Capital Funding, Inc., Qwest Communications International
Inc., Salomon Smith Barney Inc. and Lehman Brothers Inc.
as Representatives of the several initial purchasers
listed therein (incorporated by reference to Qwest's
quarterly report on Form 10-Q for the quarter ended
September 30, 2000).
21
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(10.32) -- Registration Rights Agreement, dated August 16, 2000,
among Qwest Capital Funding, Inc., Qwest Communications
International Inc., Salomon Smith Barney Inc. and Lehman
Brothers Inc. as Representatives of the several initial
purchasers listed therein (incorporated by reference to
Qwest's quarterly report on Form 10-Q for the quarter
ended September 30, 2000).
10.33 -- Purchase Agreement, dated February 7, 2001, among Qwest
Capital Funding, Inc., Qwest Communications International
Inc., Banc of America Securities LLC and Chase Securities
Inc. as Representatives of the several initial purchasers
listed therein.
10.34 -- Registration Rights Agreement, dated February 14, 2001,
among Qwest Capital Funding, Inc., Qwest Communications
International Inc., Banc of America Securities LLC and
Chase Securities Inc. as Representatives of the several
initial purchasers listed therein.
(10.35) -- Form of Agreement for Purchase and Sale of Telephone
Exchanges, dated as of June 16, 1999, between Citizens
Utilities Company and U S WEST Communications, Inc.
(incorporated by reference to U S WEST's Current Report
on Form 8-K, dated June 17, 1999).
10.36 -- Qwest Communications International Inc., Deferred
Compensation Plan for Nonemployee Directors, effective as
of July 1, 2000.*
10.37 -- Amended and Restated Qwest Digital Media, LLC Growth
Share Plan (as of June 1, 2000).*
12 -- Computation of Ratio of Earnings to Fixed Charges.
13 -- Portions of Qwest's Annual Report to shareowners for the
fiscal year ended December 31, 2000. Only the information
incorporated by reference into this Form 10-K is included
in the exhibit.
21 -- Subsidiaries of the Registrant.
23 -- Consent of Arthur Andersen LLP.
(99) -- Annual Report on Form 11-K for the U S WEST Savings
Plan/ESOP for the year ended December 31, 1999
(incorporated by reference to U S WEST's Annual Report on
Form 10-K, File No. 1-14087, Paper Copy (P)).
- ---------------
( ) Previously filed.
* Executive Compensation Plans and Arrangements.
** Incorporated by reference in Form S-1 as declared effective on June 23,
1997 (File No. 333-25391).
*** Incorporated by reference to exhibit 4.1 in Form S-4 as declared effective
on January 5, 1998 (File No. 333-42847).
**** Incorporated by reference in Qwest's Form 10-K for the year ended December
31, 1997.
# Portions have been omitted pursuant to a request for confidential
treatment.