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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 NUMBER 1-3040
QWEST CORPORATION
(formerly U S WEST Communications, Inc.)
COLORADO 84-0273800
-------- ----------
State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation of organization)
1801 CALIFORNIA STREET, DENVER, COLORADO 80202
----------------------------------------------
(Address of principal executive offices and zip code)
TELEPHONE NUMBER (303) 992-1400
-------------------------------
(Registrant's telephone number, including area code)
-----------
THE REGISTRANT, A WHOLLY-OWNED SUBSIDIARY OF QWEST COMMUNICATIONS
INTERNATIONAL INC., MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)
(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED
DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).
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 __
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Qwest Corporation
Form 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Page
---- ----
PART I - FINANCIAL INFORMATION
<S> <C> <C>
1. Financial Statements
Condensed Consolidated Statements of Operations -
Three and nine months ended September 30, 2000 and 1999........................ 1
Condensed Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999...................................... 2
Condensed Consolidated Statements of Cash Flows -
Nine months ended September 30, 2000 and 1999................................. 3
Notes to Condensed Consolidated Financial Statements.................................. 4
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................................... 8
PART II - OTHER INFORMATION
1. Legal Proceedings............................................................................. 17
6. Exhibits and Reports on Form 8-K.............................................................. 17
Signature Page................................................................................ 21
</TABLE>
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QWEST CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Commercial services ........................ $ 1,383 $ 1,150 $ 3,746 $ 3,321
Consumer and small business services ....... 1,486 1,392 4,378 4,089
Switched access services ................... 299 365 1,017 1,127
------------ ------------ ------------ ------------
Total revenues .......................... 3,168 2,907 9,141 8,537
Operating expenses:
Employee-related expenses .................. 774 934 2,375 2,719
Other operating expenses ................... 762 629 2,275 1,903
Depreciation and amortization .............. 622 571 1,763 1,713
Merger-related and other one-time charges .. 899 -- 1,019 --
------------ ------------ ------------ ------------
Total operating expenses ................ 3,057 2,134 7,432 6,335
------------ ------------ ------------ ------------
Operating income ................................. 111 773 1,709 2,202
Other expense (income):
Interest expense ........................... 154 102 398 289
Loss on sale of fixed assets ............... 39 -- 39 --
Other expense (income) -net ................ (6) 9 13 33
------------ ------------ ------------ ------------
Total other expense-net ................. 187 111 450 322
------------ ------------ ------------ ------------
Earnings (loss) before income taxes .............. (76) 662 1,259 1,880
Provision (benefit) for income taxes ............. (34) 251 471 713
------------ ------------ ------------ ------------
Net earnings (loss) .............................. $ (42) $ 411 $ 788 $ 1,167
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
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QWEST CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 170 $ 61
Accounts receivable-net ..................................... 1,930 1,811
Inventories and supplies .................................... 141 211
Prepaid and other ........................................... 261 249
------------ ------------
Total current assets .............................................. 2,502 2,332
Property, plant and equipment-net ................................. 17,572 16,049
Other assets-net .................................................. 1,753 1,597
------------ ------------
Total assets ...................................................... $ 21,827 $ 19,978
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Short-term debt ............................................. $ 2,628 $ 1,684
Accounts payable ............................................ 1,602 1,721
Accrued expenses and other current liabilities .............. 1,594 1,560
Advance billings and customer deposits ...................... 375 343
------------ ------------
Total current liabilities ......................................... 6,199 5,308
Long-term debt .................................................... 6,405 5,408
Postretirement and other postemployment benefit obligations ....... 2,272 2,462
Deferred income taxes ............................................. 1,474 1,331
Deferred credits and other ........................................ 620 749
Contingencies
Stockholder's equity:
Common stock-one share without par value, owned by parent ... 8,126 8,140
Cumulative deficit .......................................... (3,269) (3,617)
Accumulated other comprehensive income ...................... -- 197
------------ ------------
Total stockholder's equity ........................................ 4,857 4,720
------------ ------------
Total liabilities and stockholder's equity ........................ $ 21,827 $ 19,978
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
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QWEST CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash provided by operating activities.................... $ 2,976 $ 3,006
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INVESTING ACTIVITIES
Expenditures for property, plant and equipment .......... (3,705) (2,590)
Payments on disposals of property, plant and equipment .. (65) (30)
------------ ------------
Cash used for investing activities ...................... (3,770) (2,620)
------------ ------------
FINANCING ACTIVITIES
Net proceeds from short-term debt ....................... 1,036 986
Proceeds from issuance of long-term debt ................ 997 17
Repayments of long-term debt ............................ (316) (307)
Dividends paid on common stock .......................... (821) (1,084)
Other ................................................... 7 --
------------ ------------
Cash provided by (used for) financing activities ........ 903 (388)
------------ ------------
CASH AND CASH EQUIVALENTS
Increase (decrease) ..................................... 109 (2)
Beginning balance ....................................... 61 68
------------ ------------
Ending balance .......................................... $ 170 $ 66
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
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QWEST CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
(DOLLARS IN MILLIONS)
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Qwest Corporation ("the Company," formerly U S WEST Communications, Inc.) and
its wholly owned subsidiaries. On June 30, 2000, Qwest Communications
International Inc. ("Qwest") completed its acquisition (the "Merger") of our
parent company, U S WEST, Inc. ("U S WEST"). Each outstanding share of U S WEST
common stock was converted into the right to receive 1.72932 shares of Qwest
common stock (and cash in lieu of fractional shares), resulting in the issuance
of approximately 882 million Qwest shares. In addition, all outstanding U S WEST
stock options were converted into options to acquire Qwest common stock. The
total value of the consideration was approximately $40 billion. We are a wholly
owned indirect subsidiary of Qwest.
The condensed consolidated interim financial statements are unaudited. We
prepared the financial statements in accordance with the instructions for Form
10-Q and, therefore, did not include all information and footnotes required by
accounting principles generally accepted in the United States. In our opinion,
we made all the adjustments (consisting only of normal recurring adjustments)
necessary to present fairly our consolidated results of operations, financial
position and cash flows as of September 30, 2000 and for all periods presented.
A description of our accounting policies and other financial information is
included in the audited consolidated financial statements filed with the
Securities and Exchange Commission in the U S WEST Communications, Inc. Form
10-K for the year ended December 31, 1999. The condensed consolidated results of
operations for the three and nine months ended September 30, 2000 are not
necessarily indicative of the results expected for the full year.
NOTE 2: MERGER WITH U S WEST
For the quarter ended September 30, 2000, we incurred merger-related and
other one-time charges totaling $0.9 billion. The charge includes $118 million
of severance, $324 million of property, plant and equipment abandonments and
impairments, $377 million of other merger-related charges and $80 million of
litigation charges. The severance charge covers a workforce reduction of 2,319
employees, primarily affecting staff functions of the organization, of which 519
employees had been terminated as of September 30, 2000.
For the nine months ended September 30, 2000, we incurred merger-related
and other one-time charges totaling $1.0 billion. The charge includes $127
million of severance,
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$324 million of property, plant and equipment asset abandonments and
impairments, $488 million of other merger-related charges and $80 million of
litigation charges. The severance charge covers a workforce reduction of 2,323
employees, primarily affecting staff functions of the organization, of which 523
employees had been terminated as of September 30, 2000.
For the three and nine months ended September 30, 2000, the property, plant
and equipment charge includes $107 million of internal software projects that
were in progress that management has determined to no longer pursue. In
addition, management has evaluated its network and identified certain network
assets that are impaired based upon the criteria specified in Statements of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of," resulting in an
impairment charge of $217 million. The other merger-related charges of $377
million and $488 million for the three and nine months ended September 30, 2000,
respectively, include employee retention payments, contracts to be terminated,
penalties for contract terminations, relocation costs, and merger integration
costs, offset by post-retirement benefit curtailment gains.
The amounts accrued and charged against the established provisions
described above were as follows (in millions):
<TABLE>
<CAPTION>
BEGINNING CURRENT CURRENT ENDING
BALANCE PROVISION UTILIZATION BALANCE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
For the three months ended September 30, 2000
Employee termination ................................................. $ -- $ 118 $ 3 $ 115
Other merger-related costs and other one-time charges ................ -- 781 388 393
------------ ------------ ------------ ------------
$ -- $ 899 $ 391 $ 508
============ ============ ============ ============
For the nine months ended September 30, 2000
Employee termination ................................................. $ -- $ 127 $ 12 $ 115
Other merger-related costs and other one-time charges ................ -- 892 499 393
------------ ------------ ------------ ------------
$ -- $ 1,019 $ 511 $ 508
============ ============ ============ ============
</TABLE>
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NOTE 3: SEGMENT INFORMATION
We operate in three segments: retail services, wholesale services and
network services. The retail services segment provides local telephone services,
including wireless services, data services and long-distance services. The
wholesale services segment provides exchange access services that connect
customers to the facilities of interexchange carriers and interconnection to our
telecommunications network to competitive local exchange carriers. Our network
services segment provides access to our telecommunications network, including
our information technologies, primarily to our retail services and wholesale
services segments. We provide our services to more than 25 million residential
and business customers in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana,
Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming.
Following is a breakout of our segments, which has been extracted from the
financial statements of Qwest. Separate segment data is not provided to our
chief operating decision-maker for the Company. Certain revenues and expenses of
Qwest are included in the segment data, which have been eliminated in the
reconciling items column. Additionally, because significant operating expenses
of the retail and wholesale services segments are not allocated to the segments
for decision-making purposes, management does not believe the segment margins
are representative of the actual operating results of the segments. The margin
for the retail and wholesale services segments excludes network and corporate
expenses. The margin for the network services segment excludes corporate
expense. The "other" category includes our corporate expenses, intersegment
eliminations and other amounts associated with our parent company. Asset
information by segment is not provided to our chief operating decision-maker.
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<TABLE>
<CAPTION>
TOTAL
COMMUNICATIONS
AND
RETAIL WHOLESALE NETWORK RELATED RECONCILING CONSOLIDATED
(in millions) SERVICES SERVICES SERVICES SERVICES OTHER ITEMS TOTAL
-------- --------- -------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED
SEPTEMBER 30,
2000
----
Revenues ............. $ 3,488 $ 849 $ 144 $ 4,481 $(1,313) $ -- $ 3,168
Earnings (loss) ...... 2,108 716 (753) 2,071 (294) (1,853)(1) (76)
1999
----
Revenues ............. $ 2,270 $ 725 $ 63 $ 3,058 $ (151) $ -- $ 2,907
Earnings (loss) ...... 1,560 549 (699) 1,410 (34) (714)(1) 662
</TABLE>
-------------
(1) Adjustments made to arrive at consolidated income before income taxes
include the following:
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Taxes other than income taxes .................... $ 107 $ 99
Depreciation and amortization .................... 622 571
Merger-related and other one-time charges ........ 899 --
Other amounts applicable to Qwest ................ 38 (67)
Other expense-net ................................ 187 111
------------ ------------
$ 1,853 $ 714
============ ============
</TABLE>
<TABLE>
<CAPTION>
TOTAL
COMMUNICATIONS
AND
RETAIL WHOLESALE NETWORK RELATED RECONCILING CONSOLIDATED
(in millions) SERVICES SERVICES SERVICES SERVICES OTHER ITEMS TOTAL
---------- ---------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
NINE MONTHS ENDED
SEPTEMBER 30,
2000
----
Revenues ............ $ 8,222 $ 2,414 $ 286 $ 10,922 $ (1,781) $ -- $ 9,141
Earnings (loss) ..... 5,087 1,875 (2,086) 4,876 (176) (3,441)(1) 1,259
1999
----
Revenues ............ $ 6,661 $ 2,135 $ 178 $ 8,974 $ (437) $ -- $ 8,537
Earnings (loss) ..... 4,608 1,605 (2,083) 4,130 (72) (2,178)(1) 1,880
</TABLE>
-------------
(1) Adjustments made to arrive at consolidated income before income taxes
include the following:
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<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
2000 1999
---------- ----------
<S> <C> <C>
Taxes other than income taxes ............... $ 308 $ 290
Depreciation and amortization ............... 1,763 1,713
Merger-related and other one-time charges ... 1,019 --
Other amounts applicable to Qwest ........... (99) (147)
Other expense-net ........................... 450 322
---------- ----------
$ 3,441 $ 2,178
========== ==========
</TABLE>
NOTE 4: CONTINGENCIES
Through November 11, 2000, Qwest and the Company have been served with
seven class action complaints purportedly on behalf of customers in the states
of Colorado, Arizona, Oregon, Utah, Minnesota, Washington and New Mexico. The
complaints allege, inter alia, 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
complaints have been settled, subject to court approval. We have provided for
these matters in our financial statements as of September 30, 2000. We do not
expect any additional material adverse impacts as a result of these matters.
We and our parent, Qwest, have been named as a defendant in various other
litigation matters. Management intends to vigorously defend against these
outstanding claims. Management believes it has adequate accrued loss
contingencies and that, although the ultimate outcome of these claims cannot be
ascertained at this time, current pending or threatened litigation matters are
not expected to have a material adverse impact on our condensed consolidated
results of operations or financial position.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (DOLLARS IN MILLIONS)
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements," as that term is used
in federal securities laws, about Qwest Corporation's (the "Company") financial
condition, results of operations and business. These statements include, among
others:
o 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
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o 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 Form 10-Q. You can find many
of these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates," or similar expressions used in this Form 10-Q.
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 facts that could prevent us from achieving our stated
goals include, but are not limited to, the following:
o intense competition in the local exchange, intraLATA (Local Access and
Transport Areas) toll, wireless and data markets;
o changes in demand for our products and services;
o 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;
o rapid and significant changes in technology and markets;
o higher than anticipated employee levels, capital expenditures and
operating expenses;
o adverse changes in the regulatory and legislative environment
impacting the competitive environment, adverse changes in pricing in
the local exchange market affecting our business and delays in the
ability to begin interLATA long-distance services in our 14 state
region;
o failure to achieve the projected synergies and financial results
expected to result from the merger of U S WEST, our former parent
corporation ("U S WEST"), with and into Qwest on June 30, 2000 (the
"Merger"), on a timely basis or at all, and difficulties in combining
the operations of Qwest and U S WEST, which could affect our revenues,
levels of expenses and operating results.
Because the 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 Form 10-Q.
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 we or persons
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acting on our behalf may issue. We do not undertake any obligation to release
publicly any revisions to any forward-looking statements to reflect events or
circumstances after the date of this Form 10-Q or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
Three and Nine Months Ended September 30, 2000 Compared with 1999
REVENUES (IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- INCREASE/ ----------------------- INCREASE/
2000 1999 (DECREASE) 2000 1999 (DECREASE)
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial services ....... $ 1,383 $ 1,150 $ 233 20.3% $ 3,746 $ 3,321 $ 425 12.8%
Consumer and small
business services ...... 1,486 1,392 94 6.8% 4,378 4,089 289 7.1%
Switched access services .. 299 365 (66) (18.1)% 1,017 1,127 (110) (9.8)%
</TABLE>
COMMERCIAL SERVICES. Commercial services revenues are derived from
Internet, data, voice and wireless products and services to both retail and
wholesale business customers. The increases in commercial services revenues for
the three and nine months ended September 30, 2000 were primarily attributable
to growth in sales of data products and services. We believe revenues from data
products and services will account for an increasingly larger portion of
commercial services revenue in future periods. See "Special Note Regarding
Forward-Looking Statements" on page 8.
CONSUMER AND SMALL BUSINESS SERVICES. Consumer and small business services
revenues are derived from Internet, data, voice and wireless products and
services to the consumer and small business markets. The increases in consumer
and small business services revenues for the three and nine months ended
September 30, 2000 were primarily attributable to growth in wireless revenues.
Revenues from the sale of wireless products and services accounted for $56
million and $180 million of the increases for the three and nine months ended
September 30, 2000, respectively. The majority of the remaining increase is
primarily attributable to data services revenue, for both the three and nine
month periods ended September 30, 2000.
SWITCHED ACCESS SERVICES. Switched access services revenues are derived
from inter- and intra-state switched access from interexchange carriers. The
decreases in switched access services revenues for the three and nine months
ended September 30, 2000 were primarily attributable to federal access reform
which reduced the rates we are able to collect for the switched access services,
partially offset by increased demand. We believe revenues from switched access
services will continue to be negatively impacted by federal access reform. See
"Special Note Regarding Forward-Looking Statements" on page 8.
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OPERATING EXPENSES (IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- INCREASE/ ---------------------- INCREASE/
2000 1999 (DECREASE) 2000 1999 (DECREASE)
---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employee-related expenses ... $ 774 $ 934 $ (160) (17.1)% $ 2,375 $ 2,719 $ (344) (12.7)%
Other operating expenses .... 762 629 133 21.1% 2,275 1,903 372 19.5%
Depreciation and
amortization .............. 622 571 51 8.9% 1,763 1,713 50 2.9%
Merger-related and other
one-time charges .......... 899 -- 899 100.0% 1,019 -- 1,019 100.0%
Other expense-net ............ 187 111 76 68.5% 450 322 128 39.8%
Provision (benefit) for
income taxes .............. (34) 251 (285) (113.5)% 471 713 (242) (33.9)%
</TABLE>
EMPLOYEE-RELATED EXPENSES. Employee-related expenses include salaries and
wages, benefits, payroll taxes and contract labor.
Employee-related expenses decreased primarily due to improvements in
benefit-related costs, primarily in our pension plan, mainly attributable to
favorable returns on pension plan assets. Partially offsetting the decreases in
expenses was increased employee levels related to growth in several sectors of
the business, primarily wireless and data communications. Additionally,
increased commitments towards improving customer services, including responding
to requests for installation and repair services, resulted in higher labor
costs. Across-the-board wage increases also offset the decreases in
employee-related expenses.
OTHER OPERATING EXPENSES. Other operating expenses include access charges
paid to carriers for the routing of local and long-distance traffic through
their facilities, taxes other than income taxes, and other selling, general and
administrative costs. The increases in other operating expenses for the three
and nine months ended September 30, 2000, were primarily attributable to
increased costs of product sales associated with our growth initiatives,
including wireless handset costs, increased provision for uncollectibles and
increased rent expense.
DEPRECIATION AND AMORTIZATION EXPENSE. The increases in depreciation and
amortization expense for the three and nine months ended September 30, 2000,
were primarily attributable to higher overall property, plant and equipment
balances resulting from our continued investment in our network.
MERGER-RELATED AND OTHER ONE-TIME CHARGES. For the quarter ended September
30, 2000, we incurred merger-related and other one-time charges totaling $0.9
billion. The charge includes $118 million of severance, $324 million of
property, plant and equipment abandonments and
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impairments, $377 million of other merger-related charges and $80 million of
litigation charges. The severance charge covers a workforce reduction of 2,319
employees, primarily affecting staff functions of the organization, of which 519
employees had been terminated as of September 30, 2000.
For the nine months ended September 30, 2000, we incurred merger-related
and other one-time charges totaling $1.0 billion. The charge includes $127
million of severance, $324 million of property, plant and equipment asset
abandonments and impairments, $488 million of other merger-related charges and
$80 million of litigation charges. The severance charge covers a workforce
reduction of 2,323 employees, primarily affecting staff functions of the
organization, of which 523 employees had been terminated as of September 30,
2000.
For the three and nine months ended September 30, 2000, the property, plant
and equipment charge includes $107 million of internal software projects that
were in progress that management has determined to no longer pursue. In
addition, management has evaluated its network and identified certain network
assets that are impaired based upon the criteria specified in Statements of
Financial Accounting Standards ("FAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and Long-Lived Assets to be Disposed Of," resulting in an
impairment charge of $217 million. The other merger-related charges of $377
million and $488 million for the three and nine months ended September 30, 2000,
respectively, include employee retention payments, contracts to be terminated,
penalties for contract terminations, relocation costs, and merger integration
costs, offset by post-retirement benefit curtailment gains.
We anticipate additional merger-related expenses will be incurred as we
continue merger integration efforts. See "Special Note Regarding Forward-Looking
Statements" on page 8.
OTHER EXPENSE-NET. Interest expense increased $52 million and $109 million
for the three and nine months ended September 30, 2000, respectively, over the
comparable 1999 periods. The increases were due to higher average debt balances
to fund growth initiatives. The Company also incurred a $39 million loss on the
sale of fixed assets, for the three and nine months ended September 30, 2000.
The Company earned other income of $6 million for the three months ended
September 30, 2000 compared to other expense of $9 million incurred for the
three months ended September 30, 1999. The Company incurred other expense of $13
million for the nine months ended September 30, 2000 compared to other expense
of $33 million for the prior comparable period. The decreases in other expense
for the three and nine months ended September 30, 2000 are primarily due to a
reduction in regulatory interest expense.
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PROVISION (BENEFIT) FOR INCOME TAXES. The effective tax rate for the three
months ended September 30, 2000 was 44.7% compared to 37.9% for 1999. The higher
rate for the three months ended September 30, 2000 was attributable to permanent
differences, primarily meals and entertainment, state income taxes and
investment tax credit amortization. The effective tax rate for the nine months
ended September 30, 2000 of 37.4% was consistent with the nine months ended
September 30, 1999 rate of 37.9%.
SEGMENT RESULTS. Segment results represent margins which, for segment
reporting purposes, exclude certain costs and expenses, including depreciation
and amortization. See Note 3 to the consolidated financial statements.
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- INCREASE/ ---------------------- INCREASE/
(in millions) 2000 1999 (DECREASE) 2000 1999 (DECREASE)
---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Segment margin results:
Retail services .......... $ 2,108 $ 1,560 $ 548 35.1% $ 5,087 $ 4,608 $ 479 10.4%
Wholesale services ....... 716 549 167 30.4% 1,875 1,605 270 16.8%
Network services ......... (753) (699) (54) (7.7)% (2,086) (2,083) (3) (0.1)%
</TABLE>
Margins from the retail services segment increased due to revenue growth.
Revenue from the retail services segment increased 54% and 23% for the three and
nine months ended September 30, 2000, respectively over the comparable 1999
periods. The revenue increases were partially offset by higher operating
expenses driven by growth initiatives. Margins from the wholesale services
segment increased as a result of greater demand for access and interconnection
services, partially offset by price reductions as mandated by both federal and
state regulatory authorities and higher operating costs associated with access
charge expenses. Margins from the network services segment decreased due to
higher operating expenses associated with enhancing customer service.
13
<PAGE> 16
RECENT REGULATORY DEVELOPMENTS
ACCESS REFORM. In May 2000, the FCC adopted the access reform and universal
service proposal developed by the Coalition for Affordable Local and Long
Distance Service ("CALLS plan"). The five year plan significantly reduces
switched access rates, eliminates the presubscribed interexchange carrier charge
while raising current subscriber line charge caps, and establishes a new $650
million universal service fund to replace implicit subsidies in interstate
access charges. The CALLS plan is mandatory for the 2000-01 annual price cap
tariff filing and carriers that opt out of the voluntary provisions of the CALLS
plan will be required to conduct a forward-looking cost study to set their
rates. We have appealed the order and asked for a stay of certain provisions.
The FCC denied the request for stay.
The access reform order also continued to allow information service
providers to avoid access charges. This will continue to negatively impact
results of in-region local exchange operations as the volume of information
service-related usage continues to increase without an associated increase in
revenues.
In 2000, the incumbent local exchange carriers ("ILECs") and WorldCom
appealed the February 1999 FCC order declaring Internet traffic to be
interstate. The FCC order required current agreements to remain intact for
reciprocal compensation with competitive local exchange carriers ("CLECs") until
it rules on this matter. In March 2000, the U.S. Court of Appeals partially
vacated and remanded the order back to the FCC. Until this is resolved, there
will remain uncertainty regarding our local exchange business' payment
obligation for Internet traffic.
COURT REMAND OF 6.5% PRODUCTIVITY FACTOR. In 1999, the District of Columbia
U.S. Court of Appeals issued a ruling reversing and remanding back to the FCC
its order requiring ILECs to retroactively increase the productivity offset to
price caps to 6.5% in their annual price cap filings. The Court found that the
FCC's order did not justify the increase. In December 1999, the FCC issued a
notice of proposed rulemaking responding to the issues raised in the Court's
remand. As part of adopting CALLS, the FCC noted that the CALLS participants
have agreed to
14
<PAGE> 17
waive any right to recoupment they might be entitled to seek if the FCC could
not justify 6.5% productivity factor on remand. We are reviewing this issue and
considering our options.
ADVANCED TELECOMMUNICATIONS SERVICES. In March 2000, the District of
Columbia U.S. Court of Appeals partially vacated and remanded back to the FCC
its order establishing expanded collocation requirements for both conventional
voice and advanced services. We also appealed the December 1999 FCC order
requiring that line sharing be provided as an unbundled network element ("UNE").
Line sharing allows a CLEC to provide advanced services over the same loop that
the ILEC uses to provide analog voice service. Previously, CLECs purchased a
separate loop to provision advanced services. In March 2000, we and GTE appealed
the FCC's December 1999 order on remand concerning the application of the
unbundling requirement to the provision of advanced services.
IMPLEMENTATION OF THE 1996 TELECOMMUNICATIONS ACT. In July 2000, the Eighth
Circuit Court of Appeals affirmed in part and reversed in part the FCC's UNE and
resale pricing rules, vacating and remanding the rules to the FCC. The Court
also affirmed several of its previous rulings regarding other aspects of the
FCC's UNE rules. In June 2000, the FCC affirmed and extended its November 1999
interim constraint on conversion of special access services to unbundled network
element combination pricing and clarified what constitutes a "significant amount
of local exchange service" for determining when loop-transport UNE combination
is available.
INTERLATA LONG-DISTANCE ENTRY. We have proceedings requesting support of
Qwest to enter the interLATA long-distance business in 12 of the states in the
U S WEST region and continue to work with the state public utility commissions
("PUCs") in those states to gain approval. We are addressing operational support
system issues and have agreed to participate in multistate testing where the
states are agreeable. We intend to file entry applications with our remaining
state PUCs by the end of the first quarter of 2001, with FCC filings following
favorable state action. See "Special Note Regarding Forward-Looking Statements "
on page 12.
In June 2000, the FCC approved SBC Communications, Inc.'s application to
provide long distance service in Texas. On August 1, 2000, the US Court of
Appeals for the DC Circuit upheld the FCC's December 1999 approval of Bell
Atlantic-New York's (now Verizon Communications) application to provide
interLATA service in New York. Bell Atlantic has already gained some long
distance market share in New York and SBC is expected to do the same in Texas
now that approval has been granted. This could negatively affect Qwest's long
distance business in those states.
NUMBER POOLING. In March 2000, the FCC issued an order substantially
changing the way telephone numbers are allocated among carriers in order to
avoid the premature exhaustion of telephone numbers in North America. This new
approach must be in place by mid-2001 in our region and will require significant
modifications to operational support systems and switch software with costs
exceeding $345 million. The FCC has issued a further notice of proposed
rulemaking to determine how ILECs may recover these costs in a competitively
neutral way.
15
<PAGE> 18
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments and
for hedging activities. FAS No. 133 requires, among other things, that all
derivative instruments be recognized at fair value as assets or liabilities in
the consolidated balance sheets and changes in fair value generally be
recognized currently in earnings unless specific hedge accounting criteria are
met. This standard is effective for our 2001 fiscal year, although earlier
adoption is permitted. Financial statement impacts of adopting the new standard
depend upon the amount and nature of the future use of derivative instruments
and their relative changes in valuation over time. Had we adopted FAS No. 133 in
2000, its impact on the consolidated financial statements would not have been
material.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (the "Bulletin"), "Revenue Recognition in Financial
Statements," which addresses revenue recognition issues. The Bulletin requires,
in certain cases, nonrefundable up-front fees for services to be deferred and
recognized over the expected period of performance. The Bulletin also allows
incremental direct costs incurred in obtaining the up-front fees to be deferred
and recognized over the same period as the up-front fees. The implementation of
the Bulletin has been delayed until the fourth quarter of 2000 for fiscal years
beginning after December 15, 1999. The application of the Bulletin will be
retroactive to January 1, 2000. We are assessing the types of transactions that
may be impacted by this pronouncement. The impact of the Bulletin on the
consolidated financial statements is not anticipated to be material.
16
<PAGE> 19
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to claims and proceedings
arising in the ordinary course of business. For a discussion of these actions,
see Note 4: "Contingencies" - to the condensed consolidated financial
statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No.
-----------
(2.1) Articles of Merger including the Plan of Merger between The
Mountain States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) and Northwestern Bell Telephone Company
(incorporated by reference to Exhibit 2a to Form SE filed on
January 8, 1991, File No. 1-3040).
(2.2) Articles of Merger including the Plan of Merger between The
Mountain States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) and Pacific Northwest Bell Telephone
Company (incorporated by reference to Exhibit 2b to Form SE filed
on January 8, 1991, File No. 1-3040).
(3.1) Amended Articles of Incorporation of the Registrant filed with
the Secretary of State of Colorado on July 6, 2000, evidencing
change of Registrant's name from U S WEST Communications, Inc. to
Qwest Corporation (incorporated by reference to Qwest
Corporation's quarterly report on Form 10-Q for the quarter ended
June 30, 2000).
(3.2) Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3a to Form 10-K/A filed on
April 13, 1998, File No. 1-3040).
(3.3) Bylaws of the Registrant, as amended (incorporated by reference
to Exhibit 3b to Form 10-K/A filed on April 13, 1998, File No.
1-3040).
4.1 No instrument which defines the rights of holders of long and
intermediate term debt of the Registrant is filed herewith
pursuant to Regulation S-K, Item 601(b) (4) (iii) (A). Pursuant
to this regulation, the Registrant hereby agrees to furnish a
copy of any such instrument to the SEC upon request.
17
<PAGE> 20
Exhibit No.
----------
(4.3) Indenture, dated as of October 15, 1999, by and between U S WEST
Communications, Inc. and Bank One Trust Company, NA as Trustee
(Exhibit 4b to Form 10-K for the period ended December 31, 1999,
File No. 1-3040). The form or forms of debt securities with
respect to each particular series of debt securities registered
hereunder will be filed as an exhibit to a Current Report on Form
8-K of U S WEST Communications, Inc. and incorporated by
reference.
(10.1) Reorganization and Divestiture Agreement, dated as of November 1,
1983, between American Telephone and Telegraph Company, U S WEST,
Inc., and certain of their affiliated companies, including The
Mountain States Telephone and Telegraph Company, Northwestern
Bell Telephone Company, Pacific Northwest Bell Telephone Company
and NewVector Communications, Inc. (Exhibit 10a to Form 10-K for
the period ended December 31, 1983, File No. 1-3040).
(10.2) Shared Network Facilities Agreement, dated as of January 1, 1984,
between American Telephone and Telegraph Company, AT&T
Communications of the Midwest, Inc. and The Mountain States
Telephone and Telegraph Company. (Exhibit 10b to Form 10-K for
the period ended December 31, 1983, File No. 1-3040).
(10.3) Agreement Concerning Termination of the Standard Supply Contract,
effective December 31, 1983, between American Telephone and
Telegraph Company, Western Electric Company, Incorporated, The
Mountain States Telephone and Telegraph Company and Central
Services Organization (Exhibit 10d to Form 10-K for the period
ended December 31, 1983, File No. 1-3040).
(10.4) Agreement Concerning Certain Centrally Developed Computer
Systems, effective December 31, 1983, between American Telephone
and Telegraph Company, Western Electric Company, Incorporated,
The Mountain States Telephone and Telegraph Company and Central
Services Organization (Exhibit 10e to Form 10-K for the period
ended December 31, 1983, File No. 1-3040).
(10.5) Agreement Concerning Patents, Technical Information and
Copyrights, effective December 31, 1983, between American
Telephone and Telegraph Company and U S WEST, Inc. (Exhibit 10f
to Form 10-K for the period ended December 31, 1983, File No.
1-3040).
18
<PAGE> 21
Exhibit No.
----------
(10.6) Agreement Concerning Liabilities, Tax Matters and Termination of
Certain Agreements, dated as of November 1, 1983, between
American Telephone and Telegraph Company, U S WEST, Inc., The
Mountain States Telephone and Telegraph Company and certain of
their affiliates (Exhibit 10g to Form 10-K for the period ended
December 31, 1983, File No. 1-3040).
(10.7) Agreement Concerning Trademarks, Trade Names and Service Marks,
effective December 31, 1983, between American Telephone and
Telegraph Company, American Information Technologies Corporation,
Bell Atlantic Corporation, BellSouth Corporation, Cincinnati
Bell, Inc., NYNEX Corporation, Pacific Telesis Group, The
Southern New England Telephone Company, Southwestern Bell
Corporation and U S WEST, Inc. (Exhibit 10i to Form 10-K for the
period ended December 31, 1984, File No. 1-3040).
(10.8) Shareholders' Agreement, dated as of January 1, 1988, between
Ameritech Services, Inc., Bell Atlantic Management Services,
Inc., BellSouth Services, Incorporated, NYNEX Service Company,
Pacific Bell, Southwestern Bell Telephone Company, The Mountain
States Telephone and Telegraph Company, Northwestern Bell
Telephone Company and Pacific Northwest Bell Telephone Company
(Exhibit 10h to Form SE dated March 5, 1992, File No. 1-3040).
(10.9) 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. (Exhibit 99-B to Form 8-K dated
June 16, 1999, File No. 1-3040).
(10.10) 364-Day $800 million Credit Agreement dated May 19, 1999, with
the banks listed therein and Morgan Guaranty Trust Company of New
York, as administrative agent. (Exhibit 10-J to Form 10-Q for the
period ended June 30, 1999, File No. 1-3040).
(10.11) Amendment No. 1 to Credit Agreement, dated as of June 11, 1999,
to the 364-Day $800 million Credit Agreement, dated as of May 19,
1999, among the Company, U S WEST, Inc., the banks listed therein
and Morgan Guaranty Trust Company of New York, as administrative
agent. (Exhibit 10-K to Form 10-Q for the period ended June 30,
1999, File No. 1-3040).
(10.12) 364-Day $4.0 billion Credit Agreement dated as of May 5, 2000,
among U S WEST Capital Funding, Inc., the Company and U S WEST,
Inc., the banks listed therein, and Morgan Guaranty Trust Company
of New York, as administrative agent (Exhibit 10-L to Form 10-Q
for the period ended March 31, 2000, File No. 1-3040).
19
<PAGE> 22
Exhibit No.
----------
(10.13) Purchase Agreement dated as of June 5, 2000 among U S WEST
Communications, Inc. and Lehman Brothers Inc., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
America Securities LLC, and J.P. Morgan Securities Inc. as
Representatives of the Initial Purchasers listed therein.
(Exhibit 1.A to Form S-4 filed October 11, 2000).
(10.14) Registration Rights Agreement dated as of June 5, 2000 among
U S WEST Communications, Inc. and the Initial Purchasers listed
therein. (Exhibit 4.A to Form S-4 filed October 11, 2000).
27 Financial Data Schedule.
------------
( ) Previously filed.
(b) Reports on Form 8-K filed during the third quarter of 2000.
(i) The Company has not filed a Form 8-K during the period.
20
<PAGE> 23
SIGNATURES
Pursuant to the requirements 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.
Qwest Corporation
By: /s/ ROBERT S. WOODRUFF
------------------------------------------
Robert S. Woodruff
Executive Vice President - Finance and
Chief Financial Officer
November 14, 2000
21
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(2.1) Articles of Merger including the Plan of Merger between The
Mountain States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) and Northwestern Bell Telephone Company
(incorporated by reference to Exhibit 2a to Form SE filed on
January 8, 1991, File No. 1-3040).
(2.2) Articles of Merger including the Plan of Merger between The
Mountain States Telephone and Telegraph Company (renamed U S WEST
Communications, Inc.) and Pacific Northwest Bell Telephone
Company (incorporated by reference to Exhibit 2b to Form SE filed
on January 8, 1991, File No. 1-3040).
(3.1) Amended Articles of Incorporation of the Registrant filed with
the Secretary of State of Colorado on July 6, 2000, evidencing
change of Registrant's name from U S WEST Communications, Inc. to
Qwest Corporation (incorporated by reference to Qwest
Corporation's quarterly report on Form 10-Q for the quarter ended
June 30, 2000).
(3.2) Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3a to Form 10-K/A filed on
April 13, 1998, File No. 1-3040).
(3.3) Bylaws of the Registrant, as amended (incorporated by reference
to Exhibit 3b to Form 10-K/A filed on April 13, 1998, File No.
1-3040).
4.1 No instrument which defines the rights of holders of long and
intermediate term debt of the Registrant is filed herewith
pursuant to Regulation S-K, Item 601(b) (4) (iii) (A). Pursuant
to this regulation, the Registrant hereby agrees to furnish a
copy of any such instrument to the SEC upon request.
</TABLE>
<PAGE> 25
<TABLE>
<S> <C>
(4.3) Indenture, dated as of October 15, 1999, by and between U S WEST
Communications, Inc. and Bank One Trust Company, NA as Trustee
(Exhibit 4b to Form 10-K for the period ended December 31, 1999,
File No. 1-3040). The form or forms of debt securities with
respect to each particular series of debt securities registered
hereunder will be filed as an exhibit to a Current Report on Form
8-K of U S WEST Communications, Inc. and incorporated by
reference.
(10.1) Reorganization and Divestiture Agreement, dated as of November 1,
1983, between American Telephone and Telegraph Company, U S WEST,
Inc., and certain of their affiliated companies, including The
Mountain States Telephone and Telegraph Company, Northwestern
Bell Telephone Company, Pacific Northwest Bell Telephone Company
and NewVector Communications, Inc. (Exhibit 10a to Form 10-K for
the period ended December 31, 1983, File No. 1-3040).
(10.2) Shared Network Facilities Agreement, dated as of January 1, 1984,
between American Telephone and Telegraph Company, AT&T
Communications of the Midwest, Inc. and The Mountain States
Telephone and Telegraph Company. (Exhibit 10b to Form 10-K for
the period ended December 31, 1983, File No. 1-3040).
(10.3) Agreement Concerning Termination of the Standard Supply Contract,
effective December 31, 1983, between American Telephone and
Telegraph Company, Western Electric Company, Incorporated, The
Mountain States Telephone and Telegraph Company and Central
Services Organization (Exhibit 10d to Form 10-K for the period
ended December 31, 1983, File No. 1-3040).
(10.4) Agreement Concerning Certain Centrally Developed Computer
Systems, effective December 31, 1983, between American Telephone
and Telegraph Company, Western Electric Company, Incorporated,
The Mountain States Telephone and Telegraph Company and Central
Services Organization (Exhibit 10e to Form 10-K for the period
ended December 31, 1983, File No. 1-3040).
(10.5) Agreement Concerning Patents, Technical Information and
Copyrights, effective December 31, 1983, between American
Telephone and Telegraph Company and U S WEST, Inc. (Exhibit 10f
to Form 10-K for the period ended December 31, 1983, File No.
1-3040).
</TABLE>
<PAGE> 26
<TABLE>
<S> <C>
(10.6) Agreement Concerning Liabilities, Tax Matters and Termination of
Certain Agreements, dated as of November 1, 1983, between
American Telephone and Telegraph Company, U S WEST, Inc., The
Mountain States Telephone and Telegraph Company and certain of
their affiliates (Exhibit 10g to Form 10-K for the period ended
December 31, 1983, File No. 1-3040).
(10.7) Agreement Concerning Trademarks, Trade Names and Service Marks,
effective December 31, 1983, between American Telephone and
Telegraph Company, American Information Technologies Corporation,
Bell Atlantic Corporation, BellSouth Corporation, Cincinnati
Bell, Inc., NYNEX Corporation, Pacific Telesis Group, The
Southern New England Telephone Company, Southwestern Bell
Corporation and U S WEST, Inc. (Exhibit 10i to Form 10-K for the
period ended December 31, 1984, File No. 1-3040).
(10.8) Shareholders' Agreement, dated as of January 1, 1988, between
Ameritech Services, Inc., Bell Atlantic Management Services,
Inc., BellSouth Services, Incorporated, NYNEX Service Company,
Pacific Bell, Southwestern Bell Telephone Company, The Mountain
States Telephone and Telegraph Company, Northwestern Bell
Telephone Company and Pacific Northwest Bell Telephone Company
(Exhibit 10h to Form SE dated March 5, 1992, File No. 1-3040).
(10.9) 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. (Exhibit 99-B to Form 8-K dated
June 16, 1999, File No. 1-3040).
(10.10) 364-Day $800 million Credit Agreement dated May 19, 1999, with
the banks listed therein and Morgan Guaranty Trust Company of New
York, as administrative agent. (Exhibit 10-J to Form 10-Q for the
period ended June 30, 1999, File No. 1-3040).
(10.11) Amendment No. 1 to Credit Agreement, dated as of June 11, 1999,
to the 364-Day $800 million Credit Agreement, dated as of May 19,
1999, among the Company, U S WEST, Inc., the banks listed therein
and Morgan Guaranty Trust Company of New York, as administrative
agent. (Exhibit 10-K to Form 10-Q for the period ended June 30,
1999, File No. 1-3040).
(10.12) 364-Day $4.0 billion Credit Agreement dated as of May 5, 2000,
among U S WEST Capital Funding, Inc., the Company and U S WEST,
Inc., the banks listed therein, and Morgan Guaranty Trust Company
of New York, as administrative agent (Exhibit 10-L to Form 10-Q
for the period ended March 31, 2000, File No. 1-3040).
</TABLE>
<PAGE> 27
<TABLE>
<S> <C>
(10.13) Purchase Agreement dated as of June 5, 2000 among U S WEST
Communications, Inc. and Lehman Brothers Inc., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
America Securities LLC, and J.P. Morgan Securities Inc. as
Representatives of the Initial Purchasers listed therein.
(Exhibit 1.A to Form S-4 filed October 11, 2000).
(10.14) Registration Rights Agreement dated as of June 5, 2000 among
U S WEST Communications, Inc. and the Initial Purchasers listed
therein. (Exhibit 4.A to Form S-4 filed October 11, 2000).
27 Financial Data Schedule.
</TABLE>
-----------
( ) Previously filed.
