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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
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Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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For the Fiscal Year Ended December 30, 2000
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QWEST COMMUNICATIONS INTERNATIONAL INC. 401(k) PLAN
Commission File No. 001-15577
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Qwest Communications International Inc. 401(k) Plan
700 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 992-1400
(Name of issuer of securities held pursuant to the plan and address of its
principal executive office)
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2
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page(s)
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
as of December 30, 2000 and December 31, 1999 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Period From January 1, 2000 Through December 30, 2000 3
NOTES TO FINANCIAL STATEMENTS 4-10
SUPPLEMENTAL SCHEDULE:
Schedule I--Schedule of Assets (Held at End of Year)
as of December 30, 2000 11-15
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Plan Administrative Committee of the
Qwest Communications 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the QWEST COMMUNICATIONS 401(k) SAVINGS PLAN (the "Plan") as of
December 30, 2000 and December 31, 1999, and the related statement of changes in
net assets available for plan benefits for the period from January 1, 2000
through December 30, 2000. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 30, 2000 and December 31, 1999, and the changes in net assets
available for plan benefits for the period from January 1, 2000 through December
30, 2000, in conformity with accounting principles generally accepted in the
United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 30, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Denver, Colorado,
June 27, 2001.
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QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 30, 2000 AND DECEMBER 31, 1999
December 30, December 31,
2000 1999
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INVESTMENTS (Notes 2 and 3):
Cash $ 55 $ 5,680
Money market fund 206,060 93,947
Mutual funds 47,401,553 34,141,190
Common/collective trusts 19,958,020 13,972,580
Common stock 744,773 420,510
Employer stock 45,302,817 40,089,418
Participant loans 2,545,419 1,948,306
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Total investments 116,158,697 90,671,631
RECEIVABLES:
Loan repayments -- 22,331
Participant contributions 207,611 574,379
Employer contributions 72,914 145,171
Pending trades 17,224 53,070
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Total receivables 297,749 794,951
ACCRUED INCOME 12,445 6,524
CASH OVERDRAFT PAYABLE (42,089) (670,525)
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 116,426,802 $ 90,802,581
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The accompanying notes are an integral part of these statements.
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QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH DECEMBER 30, 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Participant $ 29,194,111
Employer 7,511,214
Rollovers 7,029,263
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Total contributions 43,734,588
Net investment income (loss)-
Interest and dividends 6,525,877
Net depreciation in fair value of investments (Note 3) (8,415,081)
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Total net investment loss (1,889,204)
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Total additions 41,845,384
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (14,654,873)
Administrative fees (16,880)
Other (15,504)
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Total deductions (14,687,257)
TRANSFERS TO OTHER PLANS (Note 1) (1,533,906)
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Net increase 25,624,221
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
January 1, 2000 90,802,581
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NET ASSETS AVAILABLE FOR PLAN BENEFITS,
December 30, 2000 $ 116,426,802
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The accompanying notes are an integral part of this statement.
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QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 2000 AND DECEMBER 31, 1999
1. DESCRIPTION OF PLAN:
The following description of the Qwest Communications 401(k) Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
General
The Plan was established effective January 1, 1999 by Qwest Communications
International Inc. ("Qwest" or the "Company"). The Plan is a defined
contribution plan which covers substantially all employees of Qwest and certain
affiliated entities who meet the eligibility requirements, and is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Benefits under the Plan are not guaranteed by the Pension Benefit Guaranty
Corporation.
Effective May 1, 1999, the Qwest Communications International Inc. 401(k) Plan,
the LCI International 401(k) Savings Plan, the U.S. Long Distance Corp. 401(k)
Retirement Plan, the Supernet, Inc. 401(k) Profit Sharing Plan, and effective
May 31, 1999, the Lightwave Spectrum, Inc. 401(k) Plan, collectively known as
the "Predecessor Plans," merged into the Plan. The related assets transferred
into the Plan totaled approximately $60,800,000.
On June 30, 2000, the Company merged (the "Merger") with U S WEST, Inc.
("U S WEST"). The individuals who were employed by U S WEST at the time of the
Merger became employees of the Company by operation of law (the "Former U S WEST
Employees"). For the period covered by these financial statements, the Former
U S WEST Employees continued to participate in the employee benefit plans
maintained by U S WEST prior to the Merger and were not eligible employees of
this Plan (see Note 9 for subsequent event).
Change in Plan Year
Effective December 30, 2000, the Plan year shall be the twelve consecutive month
period commencing on December 31, and ending on the following December 30. The
period commencing January 1, 2000 and ending December 30, 2000 shall be a short
Plan year.
Transfers to Other Plans
On March 28, 2000, approximately $194,000 of assets related to the employees of
Qwest CyberSolutions LLC, a separate Qwest Company, transferred to Qwest
Cyber.Solution 401(k) Plan. Effective May 3, 2000, certain Qwest employees
became TeleTech Holdings, Inc. ("TeleTech") employees in connection with
TeleTech's acquisition of certain customer interaction centers formerly operated
by Qwest. On May 31, 2000, approximately $34,000 of assets related to these
former Qwest employees transferred to the TeleTech 401(k) Plan.
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In connection with the Merger between Qwest and U S WEST, the long distance
business was sold to Touch America, Inc. Approximately $1,306,000 of assets
related to these former Qwest employees transferred to the Touch America
Services, Inc. Retirement Savings Plan on July 20, 2000.
These transfers are shown in the accompanying Statement of Changes in Net Assets
Available for Plan Benefits as "Transfers to Other Plans."
Trust
Trustee and recordkeeping services are performed by Merrill Lynch Trust Company
FSB ("Merrill Lynch"). Plan assets are held under a trust agreement (the
"Trust") maintained by Merrill Lynch (the "Trustee").
Eligibility
All employees of the Company and certain affiliated entities are eligible for
the Plan (except for collectively bargained employees, non-resident aliens,
leased employees and independent contractors and Former U S WEST employees, as
noted previously) upon meeting the eligibility requirements. Employees who were
eligible to participate in the Predecessor Plans as of December 31, 1998 were
automatically eligible for the Plan on January 1, 1999.
Employees are eligible to make salary deferral contributions to the Plan on the
first day of the payroll period after their first paycheck.
Through December 31, 2000, upon completion of one year of service, as defined by
the Plan document, employees were eligible to participate in the Company's
matching contributions. Effective January 1, 2001, employees are eligible to
participate in the Company's matching contribution on the first day of the
payroll period after their first paycheck. Employees who were hired prior to
January 1, 2001 and who had not completed the one year of service, are eligible
to participate in the Company's matching contribution as of the first paycheck
in 2001.
Contributions
Participant Salary Deferral Contributions
Participants may elect to contribute to the Plan on a pre-tax basis from 1% to
18% of their eligible compensation, as defined by the Plan document. Participant
pre-tax contributions are limited to comply with statutory regulations ($10,500
in 2000). Effective January 1, 2001, each employee who satisfies the eligibility
requirements will be deemed to have authorized a 3% salary deferral contribution
effective for the first full pay period after such employee meets the
eligibility requirements. An employee may elect not to participate or to
discontinue participation upon proper notification to the Plan administrator.
Company Matching Contributions
The Company matching contribution, if any, as authorized by the Company, for a
Plan year is equal to 100% of a participant's salary deferral contribution, up
to a maximum of 3% of a participant's eligible compensation. The Company may
make its contributions in cash or in Qwest common stock, as the Company
determines in its sole discretion. For 2000, the Company match was 3% and was
made in both cash and Qwest common stock.
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Rollover Contributions
The Plan provides that the Trustee may accept from a participant a contribution
representing distributions from another plan which meets the requirements of the
Internal Revenue Code (the "IRC"), as further described in the Plan document.
Such "rollover contributions" are fully vested at all times.
Total annual additions under the Plan and all other plans sponsored by the
Company are limited to the lesser of 25% of eligible compensation, as defined,
or $30,000. Annual additions are defined as the participant salary deferral
contributions and the Company's matching contributions.
Vesting
Participants are fully vested in their accounts. Approximately $75,000 of
forfeitures were transferred upon merger of the Predecessor Plans. These will be
used to offset future Company contributions as allowed by the Plan document.
Participant Accounts
Each participant's account is credited with the participant's contributions and
the Company matching contributions, if any. Separate accounts are maintained for
each participant. Participants' accounts are adjusted daily to reflect
unrealized appreciation or depreciation of investments, income, gains or losses
on disposition of assets and any other investment transactions.
Payment of Benefits
Upon retirement, termination of employment or death, each participant or
beneficiary is entitled to receive amounts in accordance with the terms and
conditions of the Plan. Participants may also make certain in-service voluntary
withdrawals and hardship withdrawals if certain criteria are met.
Benefit payments are lump sum distributions. Certain other benefit distribution
options are allowed as protected benefits from the Predecessor Plans, as further
discussed in the Plan document.
Investment Options
A participant may direct their account to various investment options in mutual
funds and common/collective trusts, including investments in Qwest Common Stock.
In addition, employees may invest in the Merrill Lynch Self-Directed Brokerage
Account. The investment options provide various levels of investment risks and
provide a diversification of investments.
Participants may change their investment options at any time.
Loans
Participants may borrow from their fund accounts a minimum of $500 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance.
Participants may have no more than one loan outstanding at any time. The maximum
loan term is 60 months unless it is for the purchase of a primary residence in
which case the maximum loan term is 180 months. The loans are secured by the
balance in the participant's account and charge interest equal to the prime rate
charged by a bank selected by the Company on the last day of the calendar
quarter preceding the date of the loan plus one percentage point. Principal and
interest are paid through payroll deductions.
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Voting
All shares of Qwest common stock credited to participants' accounts are voted by
the participants in accordance with the Plan's provisions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from these estimates.
Certain reclassifications were made to the 1999 financial statements to conform
to the current year presentation.
Investment Valuation and Income Recognition
Investments in mutual funds, collective trusts, common stock and employer stock
are valued at fair value based on quoted market prices. Participant loans and
cash are valued at cost which approximate fair value.
The Merrill Lynch Retirement Preservation Trust is a common/collective trust
fund that invests mainly in guaranteed investment contracts, bank investment
contracts and synthetic guaranteed investment contracts. These contracts are
carried in the common/collective trust fund's audited financial statements at
cost plus accrued interest, which approximates fair market value. The investment
in the common/collective trust fund in the accompanying financial statements is
valued at the Plan's proportionate interest in the fund as of the financial
statement date. Interest rates earned on the investment change daily. The
average yield for the period ended December 30, 2000 was 6.12%. The crediting
interest rate as of December 30, 2000 and December 31,1999 was approximately
6.65% and 6.43%, respectively.
The net annual change in the market value of investments (net of realized and
unrealized appreciation in fair value of investments) is reflected in the
accompanying Statement of Changes in Net Assets Available for Plan Benefits and
is determined as the difference between market value at the beginning of the
year (or date purchased during the year) and selling price or yearend market
value.
Interest income is recorded on the accrual basis and dividends are recorded on
the ex-dividend date. Purchases and sales of securities are recorded on a trade
date basis.
Payment of Benefits
Benefits are recorded when paid.
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Administrative Fees and Investment Expenses
The Plan may pay certain expenses of the Plan, including trust investment
expenses. The Plan paid $16,880 of expenses for the period ended December 30,
2000. The Company paid most of the administrative expenses of the Plan, which
was immaterial for the period ended December 30, 2000.
3. INVESTMENTS:
The fair market value of individual investments that represents 5% or more of
the Plan's net assets as of December 30, 2000 and December 31, 1999 are as
follows:
December 30, 2000 December 31, 1999
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Shares or Fair Shares or Fair
Units Value Units Value
------------ ------------ ------------ ------------
Qwest Communications Common Stock 1,108,326 $ 45,302,817 932,312 $ 40,089,418
Merrill Lynch Equity Index Trust 152,509 13,995,762 95,060 9,620,120
Massachusetts Investors Trust Class A 501,757 10,045,181 457,493 9,584,485
PIMCO Total Return Fund Class A 757,149 7,866,788 603,224 5,971,918
PIMCO Mid-Cap Growth Fund Class A 578,575 13,914,735 395,351 10,196,092
Merrill Lynch Retirement Preservation Trust 5,895,785 5,895,785 * *
*Did not exceed 5% or more of the Plan's net assets for the respective period.
During the period ended December 30, 2000, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) depreciated in value as follows:
Mutual funds $ (4,018,212)
Common/collective trusts (1,271,936)
Common stock (578,295)
Employer stock (2,546,638)
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$ (8,415,081)
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4. PLAN TERMINATION:
The Company has the right under the Plan to discontinue contributions at any
time, and to terminate the Plan subject to the provisions of ERISA.
5. TAX STATUS:
The Plan has applied for a determination letter from the Internal Revenue
Service ("IRS"). This request is pending with the IRS. The Plan administrator
believes that the Plan is designated and being operated in compliance with the
applicable requirements of the IRC and is therefore tax-exempt.
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6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500 as of December 30, 2000:
Net assets available for plan benefits per the
financial statements $ 116,426,802
Amounts allocated to withdrawing participants (175,611)
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Net assets available for plan benefits per the
Form 5500 (unaudited) $ 116,251,191
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The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the period ended December 30, 2000:
Benefits and distributions paid to participants per
the financial statements $ 14,654,873
Add: Amounts allocated to withdrawing
participants at December 30, 2000 175,611
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Benefits paid to participants per the
Form 5500 (unaudited) $ 14,830,484
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Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 30 but not yet paid as of that date.
7. RELATED PARTY TRANSACTIONS:
Certain Plan investments are shares of Qwest Communications International Inc.
Common Stock and investments managed by Merrill Lynch, which qualify as
related-party transactions.
8. CONCENTRATIONS, RISKS AND UNCERTAINTIES:
The Plan has a significant concentration of investments in Qwest common stock. A
change in the value of the Employer stock can cause the value of the Plan's net
assets to change significantly due to this concentration.
The Plan provides for various investment options in money market funds, mutual
funds, collective trusts, common stock and Employer stock. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the Statements of Net
Assets Available for Plan Benefits.
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9. SUBSEQUENT EVENTS:
In connection with the Merger, the Plan is expected to merge into the U S WEST
Savings Plan/ESOP (the "U S WEST Plan") effective October 1, 2001. All active
and eligible participant account balances will transfer as soon as
administratively feasible after the merger of the two plans. Effective July 9,
2001, the name of the U S WEST Plan will change to the Qwest Savings and
Investment Plan ("QSIP"). Bankers Trust, the trustee for the U S WEST Plan and
MetLife, the recordkeeper for the U S WEST Plan will remain as trustee and
recordkeeper for the QSIP.
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SCHEDULE I
Page 1 of 5
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
- ---------------------------------------- ------------------------- ------------ ------------
Cash Cash 55 $ 55
Billing Concept Corp. Common Stock 24,497 48,994
*Qwest Communications Common Stock Employer Stock 1,108,326 45,302,817
*Merrill Lynch Small Cap Index Fund Common/Collective Trust 4,607 66,473
*Merrill Lynch Equity Index Trust Common/Collective Trust 152,509 13,995,762
*Merrill Lynch Retirement Preservation
Trust Common/Collective Trust 5,895,785 5,895,785
Massachusetts Investors Trust Class A Mutual Fund 501,757 10,045,181
Davis New York Venture Fund Class A Mutual Fund 14,556 418,349
Managers International Equity Fund
Class A Mutual Fund 2,605 128,672
Gam International Fund Class A Mutual Fund 171,772 3,438,883
Franklin Small Cap Growth Fund Class A Mutual Fund 36,687 1,442,894
Davis Series Financial Fund Class A Mutual Fund 9,518 345,494
Pioneer Growth Shares Fund Class A Mutual Fund 28,040 482,564
Davis Real Estate Fund Class A Mutual Fund 6,001 132,448
PIMCO High Yield Fund Class A Mutual Fund 10,171 98,762
PIMCO Total Return Fund Class A Mutual Fund 757,149 7,866,788
PIMCO Mid-Cap Growth Fund Class A Mutual Fund 578,575 13,914,735
MFS Total Return Fund Mutual Fund 282,249 4,349,457
*Merrill Lynch Healthcare Fund Class A Mutual Fund 114,259 831,810
State Street Research Alpha Fund Class A Mutual Fund 2,196 36,214
Seligman Communications and
Information Fund Class A Mutual Fund 60,834 1,539,099
Calvert Social Investment Fund
Balanced Portfolio Mutual Fund 1,429 40,471
MFS Global Total Return Fund Class A Mutual Fund 11,679 149,369
Pioneer Europe Fund Class A Mutual Fund 7,018 217,356
Templeton Developing Markets Class A Mutual Fund 15,601 165,215
MFS Massachusetts Investors
Growth Stock Fund Class A Mutual Fund 85,400 1,446,614
*CMA Money Fund Money Market Fund 206,060 206,060
360 Networks Common Stock 289 3,684
Advanced Radio Telecom Common Stock 1,653 1,702
Agilent Tech Common Stock 30 1,642
Alcatel S.A. Common Stock 43 2,405
Alkermes Inc Common Stock 12 376
America Online Common Stock 599 20,845
*Represents a party-in-interest.
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SCHEDULE I
Page 2 of 5
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
- ---------------------------------------- ------------------------- ------------ ------------
American Express Company Common Stock 6 $ 330
Amgen Inc. Common Stock 100 6,393
Ariba, Inc. Common Stock 85 4,558
ARM Holdings Common Stock 250 5,640
AsiaInfo Holdings, Inc. Common Stock 56 524
AT&T Corp. Common Stock 16 276
AT&T Wireless Group Common Stock 10 173
Autodesk Inc. Common Stock 100 2,693
Avaya Inc. Common Stock 116 1,195
Best Buy Common Stock 100 2,956
Beyond.Com Common Stock 300 46
Biomira Inc. Common Stock 100 537
BMC Software Inc. Common Stock 20 280
Broadband Holders Trust Common Stock 100 4,556
Cardinal Health, Inc. Common Stock 25 2,490
Careside, Inc. Common Stock 350 634
Chase Manhatten Corp. Common Stock 134 6,087
Ciena Corp. Common Stock 20 1,623
Cisco Systems, Inc. Common Stock 1,963 75,080
Citigroup, Inc. Common Stock 303 15,469
CMGI Inc. Common Stock 95 529
Commerce One, Inc. Common Stock 20 506
Commscope Common Stock 200 3,312
Compaq Computer Corp. Common Stock 80 1,204
CoreComm Ltd. Common Stock 100 494
Corel Corp. Common Stock 250 398
Covad Communications Group Common Stock 240 396
Cree, Inc. Common Stock 100 3,553
Dell Computer Group Common Stock 83 1,445
Digital Lightwave, Inc. Common Stock 110 3,485
E Trade Group Common Stock 40 295
Earthlink, Inc. Common Stock 38 190
EMC Corporation Mass. Common Stock 62 4,122
Emulex Corp. Common Stock 130 10,391
Enron Corp. Common Stock 150 12,468
Entrust Technologies Common Stock 100 1,300
Ericsson Telefonab Common Stock 29 324
Exodus Communications Common Stock 295 5,900
FlexTronics Intl, Ltd. Common Stock 120 3,420
*Represents a party-in-interest.
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SCHEDULE I
Page 3 of 5
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
- ---------------------------------------- ------------------------- ------------ ------------
Franklin Electric Publishers Common Stock 40 $ 185
General Electric Common Stock 192 9,201
General Motors Common Stock 223 5,129
Global Telesystems Common Stock 123 100
Goldman Sachs Group Common Stock 10 1,069
GoTo.com Inc. Common Stock 100 731
Healthwatch, Inc. Common Stock 1,000 562
Hei, Inc. Common Stock 576 5,760
Home Depot Common Stock 308 14,071
ICG Communications Common Stock 888 110
Infonet Services Corp. Class B Common Stock 178 890
Infospace, Inc. Common Stock 100 884
Intel Corp. Common Stock 273 8,205
JDS Uniphase Corp. Common Stock 225 9,378
Juniper Networks Common Stock 15 1,890
*KPNQwest Common Stock 3,374 63,893
Level 3 Communications Common Stock 107 3,511
Lilly Eli Company Common Stock 100 9,306
LSI Logic Corp. Common Stock 50 854
Lucent Technologies, Inc. Common Stock 467 6,304
Mail.com Common Stock 115 82
Metromedia Common Stock 280 2,834
Micron Electronics Common Stock 22 86
Microsoft Corp. Common Stock 390 16,914
Millennium Farms Common Stock 16 990
Motorola, Inc. Common Stock 390 7,898
NASDAQ 100 Trust Common Stock 706 41,207
Neon Communications Common Stock 30 195
New Era of Networks Common Stock 30 176
Newport Corp. Common Stock 43 3,379
Nokia Corp. Common Stock 1,020 44,369
Norfolk Southern Corp. Common Stock 100 1,331
Nortel Networks Corp. Common Stock 905 29,009
Novell Common Stock 275 1,432
OmniSky Corp. Common Stock 90 748
Oracle Corp. Common Stock 224 6,509
Peoplesoft, Inc. Common Stock 257 9,555
Pfizer Inc. Common Stock 100 4,600
Phillip Morris, Inc. Common Stock 450 19,800
*Represents a party-in-interest.
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16
SCHEDULE I
Page 4 of 5
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
- ---------------------------------------- ------------------------- ------------ ------------
Procom Tech. Common Stock 28 $ 363
Qualcomm, Inc. Common Stock 394 32,379
Real Networks Common Stock 43 373
Resonate Inc. Common Stock 25 238
RF Micro Devices Common Stock 30 822
Royal Caribbean Cruises Common Stock 200 5,290
Safeway, Inc. Common Stock 23 1,437
Solectron Corp. Common Stock 25 846
Sprint Corp. Common Stock 31 633
Standard & Poors Depository Receipts Common Stock 7 918
Storage Networks Common Stock 26 645
Sun Microsystems Common Stock 700 19,511
Terayon Comm. Common Stock 74 300
Texas Instruments Common Stock 77 3,646
Triquint Semiconductor Common Stock 180 7,862
Tycom Ltd. Common Stock 875 19,578
US Internetworking Common Stock 2,000 10,000
USA Network Inc. Common Stock 98 1,903
Verisign Common Stock 5 370
Veritas Software Common Stock 10 874
VerticalNet, Inc. Common Stock 65 432
Viasource Communications Common Stock 420 748
Vignette Corp. Common Stock 252 4,536
Vivus Inc. Common Stock 100 215
Wed MD Common Stock 18 142
Wireless Facilities Common Stock 40 1,450
Wit Soundview Group Common Stock 55 196
WorldCom Inc. Common Stock 1,550 21,794
Xcelera Common Stock 100 368
Yahoo, Inc. Common Stock 294 8,837
AIM Blue Chip Fund Class A Mutual Fund 182 2,875
AIM International Equity Fund Mutual Fund 2,410 46,272
AIM Weingarten Fund Class A Mutual Fund 174 3,569
Alger Capital Appreciation Fund Class A Mutual Fund 4,505 49,840
Alliance Premier Growth Fund Class C Mutual Fund 2,418 64,449
Alliance Select Series Fund Mutual Fund 1,000 6,060
Federated American Leaders Fund Mutual Fund 2,923 72,438
*Represents a party-in-interest.
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17
SCHEDULE I
Page 5 of 5
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
- ---------------------------------------- ------------------------- ------------ ------------
Federated Communications &
Technology Fund Mutual Fund 1,486 $ 15,205
Fidelity Aggressive Growth Fund Mutual Fund 76 2,735
Franklin Mutual Shares Fund Class A Mutual Fund 72 1,427
Healthcare Series 5 Defined Asset Mutual Fund 2,341 3,153
Invesco Technology Fund Class II Mutual Fund 60 3,606
Invesco Telecom Fund Mutual Fund 52 1,884
Janus Enterprise Fund Mutual Fund 26 1,417
Janus Mercury Fund Mutual Fund 78 2,317
*Merill Lynch Dragon Fund Class D Mutual Fund 127 1,045
Munder Future Technology Fund Mutual Fund 272 2,392
PBHG Technology & Communication
Fund Mutual Fund 92 3,171
PIMCO Innovation Fund Class C Mutual Fund 273 11,102
PIMCO Target Fund Mutual Fund 69 1,624
Pioneer Fund, Inc. Mutual Fund 128 5,652
Putnam International Growth Fund
Class C Mutual Fund 104 2,544
Putnam OTC & Emerging Growth Fund
Class C Mutual Fund 62 852
Robertson Steph Emerging Growth Fund Mutual Fund 99 4,368
Van Kampen Emerging Growth
Class C Mutual Fund 21 1,181
Participant Loans Interest rates ranging
from 4.62% to 10.50% 2,545,419 2,545,419
------------
Total Investments $116,158,697
============
* Represents a party-in-interest.
-15-
18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Qwest Communications International Inc. 401(k) Plan
June 27, 2001 /s/ MARK SCHUMACHER
--------------------------------------
Mark Schumacher
Vice President Corporate Controller
19
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
23 Consent of Arthur Andersen LLP