- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Year ended December 30, 2001
Commission File Number 001-15577
--------------------------------
QWEST SAVINGS & INVESTMENT PLAN
(FORMERLY KNOWN AS U S WEST SAVINGS PLAN/ESOP)
--------------------------------
Qwest Communications International Inc.
7800 East Orchard Road, Englewood, Colorado 80111
303-992-1400
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TABLE OF CONTENTS
<Table>
Page(s)
-------
Report of Independent Public Accountants ............................................... 2
Statements of Net Assets Available for
Benefits as of December 30, 2001 and 2000.......................................... 3
Statement of Changes in Net Assets
Available for Benefits for the Year Ended
December 30, 2001.................................................................. 4
Notes to Financial Statements .......................................................... 5-16
SUPPLEMENTAL SCHEDULES
Schedule I: Schedule H, Line 4i - Schedule of Assets (Held
at End of Year) as of December 30, 2001........................................... 17-23
Schedule II: Schedule H, Line 4i - Schedule of Assets
(Acquired and Disposed of Within the Plan Year)
for the Year Ended December 30, 2001.............................................. 24-45
Schedule III: Schedule H, Line 4j - Schedule of Reportable
Transactions for the Year Ended December 30, 2001................................. 46
Schedule IV: Schedule G, Part III - Schedule of Nonexempt
Transactions for the Year Ended December 30, 2001................................. 47
Signature............................................................................... 48
</Table>
1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of
Qwest Communications International Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Qwest Savings & Investment Plan (the "Plan") (formerly known as the
U S WEST Savings Plan/ESOP) as of December 30, 2001 and 2000, and the related
statement of changes in net assets available for benefits for the year ended
December 30, 2001. 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 benefits of the Plan as of
December 30, 2001 and 2000, and the changes in net assets available for benefits
for the year ended December 30, 2001, 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 schedules of assets
(held at end of year), assets (acquired and disposed of within the plan year),
reportable transactions, and nonexempt transactions as of December 30, 2001 or
for the year ended December 30, 2001 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
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. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
June 26, 2002.
2
QWEST SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Thousands of Dollars)
<Table>
<Caption>
DECEMBER 30, DECEMBER 30,
2001 2000
------------ -----------
ASSETS
INVESTMENTS (SEE NOTES 2, 3, 4 AND 5):
Qwest Communications International Inc.
Common Stock (Notes 5, 11 and 13) $ 993,980 $ 3,099,308
AT&T Corporation Common Stock 210,661 287,137
Government obligations 44,878 99
Bank and insurance company contracts 745,233 618,938
Other investment contracts -- 12,125
Barclays Global Investors Tactical Asset Allocation Fund -- 487,708
Capital Guardian International Equity 245,831 --
Barclays Global Investors Equity Index Fund 840,146 881,057
Other marketable securities 418,896 444,313
Investment in Master Trust (Note 4) 67,366 --
Loans to plan participants 109,903 129,785
Temporary investments 52,758 53,752
----------- -----------
Total Investments 3,729,652 6,014,222
RECEIVABLES:
Employee allotments and employer contributions,
net of forfeitures 2,575 7,686
Fund and other transfers, net 629 1,977
Dividends and interest 3,870 4,821
Receivable for investments sold 2,372 13,976
----------- -----------
Total Receivables 9,446 28,460
----------- -----------
Total Assets 3,739,098 6,042,682
----------- -----------
LIABILITIES
Unclaimed distributions (175) (472)
Expenses payable (3,508) (4,123)
Payable for securities purchased (10,022) (24,742)
Fund and other transfers, net -- (82)
----------- -----------
Total Liabilities (13,705) (29,419)
----------- -----------
Net Assets Available for Benefits $ 3,725,393 $ 6,013,263
=========== ===========
</Table>
The accompanying notes are an integral part of this financial statement.
3
QWEST SAVINGS & INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 30, 2001
(Thousands of Dollars)
<Table>
ADDITIONS
Employee allotments $ 199,552
Employer contributions, net of forfeitures applied 81,523
Rollovers 43,288
Transfers, net and other 1,375
-----------
Total additions 325,738
-----------
INCOME (LOSS)
Qwest Communications International Inc.
Common stock cash dividends 7,389
Interest and other dividends 54,542
Net depreciation in fair value of investments (Notes 2 and 3) (1,981,273)
Plan's share of the income, expenses, and net appreciation
in fair value of investments of the Master Trust (Note 4) 2,333
-----------
Total loss (1,917,009)
-----------
Total additions and loss (1,591,271)
-----------
PAYMENTS
Plan expenses (7,717)
Participant distributions (810,102)
-----------
Total payments (817,819)
-----------
Net decrease before Merger with the Qwest Communications
401(k) Savings Plan (2,409,090)
Merger with the Qwest Communications 401(k) Savings Plan (Note 1) 121,220
-----------
Net Decrease (2,287,870)
Net Assets Available for Benefits at December 30, 2000 6,013,263
-----------
Net Assets Available for Benefits at December 30, 2001 $ 3,725,393
===========
</Table>
The accompanying notes are an integral part of this financial statement.
4
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(THOUSANDS OF DOLLARS)
1. Plan Description:
The following is a brief description of the Qwest Savings & Investment
Plan ("QSIP" or the "Plan") (formerly known as the U S WEST Savings
Plan/ESOP) and provides general information only. Participants and all
others should refer to the Plan Document for a more complete
description of the Plan's provisions.
General
The Plan was established by U S WEST, Inc. ("U S WEST") and amended by
Qwest Communications International Inc. ("Qwest" or the "Company")
during 2001 to provide a convenient way for employees to save on a
regular and long-term basis. The Plan is a defined contribution plan
and covers substantially all of the employees of Qwest.
Qwest acquired U S WEST on June 30, 2000 (the "Merger"). The
individuals who were employed by U S WEST at the time of the Merger
became employees of Qwest by operation of law. The Qwest employees at
the time of the Merger continued to participate in the employee benefit
plans maintained by Qwest prior to the Merger and were not eligible
employees of this plan prior to midnight December 30, 2001 (see Plan
Merger below).
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). Benefits under the Plan are
not guaranteed by the Pension Benefit Guaranty Corporation.
Plan Amendments
Effective December 30, 2000, the Plan year was changed to 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 is a short Plan year.
Effective January 1, 2001 the limit on management employee
contributions was increased from a maximum of 16% to a maximum of 18%
of eligible compensation. The limit on occupational (union or bargained
for) employee contributions is 16% of eligible compensation.
Effective May 31, 2001, a Master Trust ("MT") was established to hold
certain assets of the Plan and the Qwest Pension Plan as further
described in Note 4.
Effective November 19, 2001, the name of the U S WEST Savings Plan/ESOP
was changed to the Qwest Savings & Investment Plan.
5
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Eligibility, Contributions, and Vesting
Effective January 1, 2001, management employees are eligible to enter
the Plan immediately (on their hire date). Occupational employees are
eligible to enter the plan after completion of 3 months of service with
the Company. Effective January 1, 2001, occupational employees and
management employees may designate up to 16% and 18% respectively, of
their eligible compensation as allotments to the Plan. In general, the
Company provides a matching contribution in Qwest common stock or cash.
Participant allotments up to 3% of a management employee's eligible
compensation receive a 100% Company match. Participant allotments up to
6% of an occupational employee's eligible compensation receive an 81%
Company match. Any management and occupational employee contributions
in excess of 3% and 6% respectively, of eligible compensation, do not
receive a Company match. Management employees are eligible for the
Company matching contribution immediately upon hire date. Generally,
occupational employees are eligible for the Company matching
contribution after completion of 1 year of service. Effective January
1, 2001, a management participant is 100% vested in Company
contributions immediately upon entrance into the Plan. An occupational
participant becomes 100% vested in Company contributions after
completion of 3 years of service with the Company. Employee allotments
may either be before-tax or after-tax, or a combination of both.
Before-tax employee allotments are limited to $10.5 as provided in
Section 402(g) of the Internal Revenue Code.
Plan Merger
The Qwest Communications 401(k) Savings Plan ("Qwest Plan") and related
net assets of $121,220 merged into the QSIP effective midnight December
30, 2001. All participants' account balances in the Qwest Plan
transferred into the QSIP. Merrill Lynch Trust Company, FSB ("Merrill
Lynch") ceased to be the trustee and recordkeeper for the Qwest Plan.
Investment Options
Participants are able to invest in various funds including the
following:
o Interest Income Fund - This fund emphasizes relatively stable,
predictable income by investing in high-quality investment
contracts with a diversified group of insurance companies,
banks and other financial institutions.
o Bond Fund - This fund is designed to offer the investor
long-term preservation of capital while providing greater
current income and yield by investing in a broadly diversified
portfolio of fixed-income instruments of varying maturities.
o Conservative Asset Allocation Fund - This fund seeks to
provide current income and short-term stability of capital by
investing in a diverse mix of securities with a target mix of
40% in stocks and 60% in bonds.
o Moderate Asset Allocation Fund - This fund provides an
investor with a more balanced approach to income preservation
and long-term growth potential by investing in a diverse mix
of securities with a target mix of 60% in stocks and 40% in
bonds.
o Aggressive Asset Allocation Fund - This fund focuses on
long-term growth of capital by investing in a diverse mix of
securities with a target mix of 80% in stocks and 20% in
bonds.
6
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Investment Options (continued)
o U. S. Stock Fund - This fund seeks to provide long-term growth
by mirroring both the composition and performance of the
Standard & Poor's 500 Index.
o U.S. Small/Mid Cap Stock Fund - This fund seeks to provide
long-term growth of capital by investing in smaller and
mid-sized United States companies using multiple investment
managers.
o The International Stock Fund - This fund seeks to provide
long-term growth of capital and future income by investing
primarily in the stocks of companies based outside the United
States.
o The Qwest Shares Fund - This fund seeks to provide investment
returns linked to the long-term earnings growth of Qwest,
which provides communications services to residential and
business customers in its 14-state local service area as well
as nationally and internationally. This is an undiversified
limited stock investment and concentrating any undiversified
investment should be considered a high-risk investment.
o AT&T Shares Fund - This fund (closed to new participants)
invests primarily in shares of AT&T Corp. ("AT&T") common
stock and AT&T Wireless common stock plus any other stock that
is issued by AT&T as a replacement for the stock held in this
fund. This is an undiversified limited stock investment and
concentrating any undiversified investment should be
considered a high-risk investment.
o Personal Choice Retirement Account ("PCRA") - This is a
separate brokerage account made available through Charles
Schwab & Company, Inc. and offers access to a wide range of
investment opportunities including mutual funds and most
common stocks listed on major United States exchanges.
Loans
Pursuant to the Plan, loans are made available to participating
employees based upon a participant's vested account balance up to a
maximum of $50. Except under certain provisions, the loans provide for
periodic repayments over a period not to exceed four years (fourteen
years for residential loans) at an interest rate as determined by the
Employee Benefits Committee of the Company. Participants may also make
lump-sum repayments at any time after the six month period following
the date of the issuance of the loan.
Trust and Recordkeeping Services
Bankers Trust Company, a subsidiary of Deutsche Bank ("Bankers Trust")
is the Trustee and Metropolitan Life Insurance Company ("MetLife") is
the Recordkeeper for the Plan.
Tax Status
The Internal Revenue Service has determined and informed the Company by
a letter dated July 20, 2001 that the Plan is qualified and that the
trust established under the Plan is tax-exempt under the appropriate
sections of the Internal Revenue Code (the "Code").
7
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Tax Status (continued)
Since July 20, 2001 the Plan has been amended. However the Plan
Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Code,
the Plan is qualified, and the related trust is tax-exempt as of
December 30, 2001 and 2000.
Participant Accounts
Each participant's account is credited with the participant's
allotments, the Company's matching contributions and investment gains
and charged for losses and an allocable share of Plan expenses.
Annual additions are defined as participant's allotments and the
Company's matching contributions. Total annual additions under the Plan
and all other plans sponsored by the Company were limited to the lesser
of 25% of eligible compensation, as defined, or thirty-five thousand
dollars.
Payment of Benefits
Upon retirement, termination of employment or death, each participant
or beneficiary is entitled to receive amounts in accordance with the
terms of the Plan. Participants may also make in-service voluntary
withdrawals and hardship withdrawals if certain criteria are met.
Benefit payments may be in the form of a lump sum or other benefit
distributions in accordance with the options that are available, as
further discussed in the Plan document.
2. Summary of Significant Accounting Policies:
Investment Valuation and Income Recognition
The values of investments are determined as follows: Qwest common stock
and other securities listed on recognized United States and
international stock exchanges are valued on the basis of the last
published sales price on December 30, 2001 and December 30, 2000 or, if
no sales were made on that date, at the last published sales price on
the immediately preceding day on which sales were made.
Over-the-counter securities and government obligations are valued based
on the bid prices on December 30, 2001 and December 30, 2000, from
published sources where available and, if not available, from other
sources considered reliable.
The Plan has entered into 31 bank and insurance company contracts with
19 banks and insurance companies which are included in the Interest
Income Fund and are reported at contract value, calculated as principal
plus reinvested interest, which approximates fair value. These
contracts are fully-benefit responsive. A contract is fully-benefit
responsive if the terms of the Plan allow for withdrawals from the
investment contract at contract (book) value for payment of participant
initiated transactions.
8
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Investment Valuation and Income Recognition (continued)
In accordance with the provisions of the American Institute of
Certified Public Accountants' Statement of Position 94-4, "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and
Defined Contribution Pension Plans," fully benefit responsive
investment contracts are reported at contract value and fair value is
disclosed. Interest rates on the contracts are either fixed rates for
the term of the contract or are reset quarterly or monthly based on the
terms of the contract. The fair values of the contracts are estimated
to be $770,926 and $635,405 as of December 30, 2001 and 2000,
respectively. This compares to contract values of $745,233 and $618,938
as of December 30, 2001 and 2000, respectively. Investment contracts
with fully-benefit responsive wrappers are reported together since the
value of the wrappers is immaterial to the respective investment
contracts. A wrapper is a contract issued by a bank or insurance
company and backed by a portfolio of high quality fixed income
securities held in a trust. The contract requires the issuer to utilize
book value accounting which absorbs market value fluctuations and
provides participants with a stable return. At December 30, 2001 and
2000, the average crediting interest rates on these contracts were
5.97% and 6.67%, respectively. For the year ended December 30, 2001,
the average yield earned on these contracts was 6.36%.
Net realized and unrealized gains and losses are reflected in the
Statement of Changes in Net Assets Available for Benefits as net
depreciation in fair value of investments and is determined as the
difference between fair value at the beginning of the year (or date
purchased during the year) and selling price or year end fair value.
Dividend income is recorded on the ex-dividend date. Interest is
accrued when earned. Purchases and sales of securities are recorded on
a trade date basis.
Dividends on the Company stock held in the Employee Stock Ownership
("ESOP") portion of the Plan are passed through to participants. For
the year ended December 30, 2001, $2,529 was paid to Plan participants.
The dividends and related pass-through distributions are shown net in
the accompanying financial statements as the amounts are passed through
immediately to participants and are not retained in the Plan.
Basis of Accounting
The accompanying financial statements have been prepared on an accrual
basis of accounting.
The preparation of the Plan's financial statements in conformity with
accounting principles generally accepted in the United States of
America ("GAAP") requires the Plan's management to make estimates and
assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from those estimates.
9
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. Investments:
The following presents investments that represent 5 percent or more of
the Plan's net assets:
<Table>
<Caption>
December 30, December 30,
2001 2000
------------ ------------
Barclays Global Investors Tactical Asset Allocation
Fund 28,437,762 shares $ -- $ 487,708
Barclays Global Investors Equity Index Fund
54,273,004 and 50,722,890 shares, respectively 840,146 881,057
Qwest Communications International Inc.
69,802,201 and 75,823,914 shares, respectively 993,980* 3,099,308*
AT&T Corp Common Stock
11,587,667 shares and 16,645,349 shares, 210,661 287,137
respectively
Capital Guardian International Equity
29,553,500 shares 245,831 --
</Table>
*Includes nonparticipant-directed assets (as shown below in Note 5)
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
<Table>
Qwest Common Stock ($1,862,247)
Common Stock 64,345
Common/Collective Trusts (182,396)
Mutual Funds (1,850)
U.S. Government Securities 724
Other Securities 151
-----------
($1,981,273)
===========
</Table>
4. Master Trust Allocation:
The MT is a trust that was established effective May 31, 2001 by Qwest
Asset Management Company as named fiduciary of the Plan and the Qwest
Pension Plan. The Qwest Pension Plan became a participating plan in the
MT as of the effective date. The Plan became a participating plan in
the MT effective July 1, 2001. The MT investment is included in the
U.S. Small/Mid Cap Stock Fund investment option for participants. The
MT was established for a variety of reasons including 1) the Plan
wished to have a small-mid cap investment option, 2) there would be
lower marginal investment management fees, and 3) there would be access
to institutional investment products. The MT financial data presented
in this note reflects a year end of December 31. The underlying
investment by the QSIP in the MT is reflected in the QSIP Statement of
Net Assets Available for Benefits as of December 30, 2001. The change
in fair value associated with the one day differential is considered to
be immaterial to the Plan financial statements taken as a whole.
10
The Plan's interest in the assets of the MT is included in the
accompanying statements of net assets available for benefits. A summary
of the assets of the MT as of December 31, 2001 and 2000 is as follows:
<Table>
<Caption>
(Unaudited)
----------------------
2001 2000
--------- ---------
Investments, at fair market value:
Common collective trusts $ 158,621 $ --
Corporate stock 146,500
---------
Total investments 305,121
Interest and dividends receivable 109
Net pending security trades receivable 190
Administrative expenses payable (442)
---------
Net assets of the Master Trust $ 304,978 $ --
=========
</Table>
The allocation of net assets of the MT to participating plans as of
December 31, 2001 and 2000 is as follows:
<Table>
<Caption>
(Unaudited)
-----------------------------------------------
2001 2000
Amount Percent Amount Percent
-------- -------- ------ -------
Qwest Savings & Investment
Plan $ 67,177 22.03% -- --
Qwest Pension Plan 237,801 77.97 -- --
-------- ------
Total $304,978 100.00%
======== ======
</Table>
11
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Master Trust Allocation: (continued)
The MT's net investment loss and administrative expenses are allocated
to the participating plans for the years ended December 31, 2001 and
2000 based on the proportionate share of investments of each plan and
is as follows:
<Table>
<Caption>
(Unaudited)
------------------
2001 2000
-------- -------
Investment income (loss):
Net depreciation in fair value of
Investments $(4,754) $ --
Interest and dividends 903
-------
Net investment loss (3,851)
Administrative expenses (609)
-------
Net amounts allocated $(4,460) $ --
=======
</Table>
The net depreciation in the fair value of investments in the MT by
major investment category for the years ended December 31, 2001 and
2000 is as follows:
<Table>
<Caption>
(Unaudited)
------------------
2001 2000
-------- -------
Common collective trusts $(2,151) $ --
Corporate stock (912)
Futures (1,691)
-------
Net depreciation $(4,754) $ --
=======
</Table>
12
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. Nonparticipant-Directed Investments:
Nonparticipant-directed investments consist of the Company match in the
form of Qwest common stock. The Qwest Shares Fund consists of both
participant and non-participant directed assets. A distinction between
participant and non-participant directed assets is not maintained,
therefore the presentation below has been reported as non-participant
directed. The amounts below do not include Qwest common stock held in
the PCRA account. Information about the net assets and significant
components of the changes in net assets relating to the
nonparticipant-directed investments is as follows. Company common stock
held at December 30, 2001 and 2000 was $975,657 and $3,125,818,
respectively. The change in nonparticipant-directed investments is as
follows:
<Table>
<Caption>
Plan Year Ended
December 30, 2001
-----------------
Contributions $ 138,720
Earnings 2,012
Net Realized and Unrealized
Losses (1,862,247)
Transfers (93,865)
Distributions and Expenses (334,781)
-----------
Total Change in Net Assets (2,150,161)
Value at December 30, 2000 3,125,818
-----------
Value at December 30, 2001 $ 975,657
===========
</Table>
The net assets available for benefits for nonparticipant-directed
investments are as follows:
<Table>
<Caption>
December 30, 2001 December 30, 2000
----------------- -----------------
Temporary Investments $ 8,282 $ 24,666
Qwest Common Stock 965,256 3,097,338
Contributions Receivable 2,479 3,967
Accrued Income 16 154
Other -- 3
----------- -----------
Total Assets 976,033 3,126,128
Accrued Plan Expenses (376) (310)
----------- -----------
Net Assets $ 975,657 $ 3,125,818
=========== ===========
</Table>
13
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. Forfeitures:
When certain terminations of participation occur, the non-vested
portion of a participant's account represents a forfeiture. Forfeitures
are used to reduce future employer contributions or to pay
administrative expenses of the Plan. For the year ended December 30,
2001, forfeitures of $258 were used to reduce employer contributions.
Contributions receivable at December 30, 2001 and 2000, and Company
contributions for the year ended December 30, 2001 are shown net of
forfeitures applied. Unapplied forfeitures as of December 30, 2001 and
2000 were $76 and $38, respectively.
7. Plan Termination:
In the event that the Plan is terminated, subject to conditions set
forth by ERISA, the Plan provides that the net assets be distributed to
participating employees in an amount equal to their respective
interests in such assets.
8. Reconciliation of Financial Statements to Form 5500:
For Form 5500 purposes, amounts allocated to withdrawing participants
are recorded for benefit claims that have been processed and approved
for payment prior to December 30, but not yet paid as of that date.
However, in accordance with GAAP, benefits are recorded when paid.
The following is a reconciliation of net assets available for benefits
and benefits paid to participants per the financial statements to Form
5500:
<Table>
<Caption>
December 30, December 30,
2001 2000
------------ ------------
Net assets available for benefits
per the financial statements $ 3,725,393 $ 6,013,263
Less amounts allocated to withdrawing
participants (7,704) (12,489)
----------- -----------
Net assets available for benefits
per Form 5500 (unaudited) $ 3,717,689 $ 6,000,774
=========== ===========
</Table>
<Table>
<Caption>
For the
Year Ended
December 30, 2001
-----------------
Benefits and distributions paid to participants
per the financial statements $ 810,102
Add amounts payable at December 30, 2001 7,704
Less amounts payable at December 30, 2000 (12,489)
-----------
Participant distributions paid per Form 5500
(unaudited) $ 805,317
===========
</Table>
14
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
9. Plan Expenses:
Plan expenses are paid from the Plan, except certain expenses incurred
by Qwest related to Plan administration.
10. Related-Party Transactions:
Certain Plan assets are short-term investment funds managed by Bankers
Trust. Bankers Trust is the Trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest. The Plan
invests in certain common collective trusts managed by the Plan's
various investment managers, therefore, these transactions qualify as
party-in-interest. In addition, the Plan has significant investments in
Qwest common stock which qualify as party-in-interest transactions.
11. 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 caused the value of
the Plan's assets to change significantly due to this concentration.
The Plan provides for various investment options. Investment
securities, in general, are exposed to various risks, such as
significant world events, interest rate, credit, foreign currency, and
overall market volatility risk. Due to the level of risk associated
with certain investment securities, changes in the values of investment
securities will likely occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for benefits.
The Plan invests in certain commingled funds. These funds may invest in
derivative instruments. These instruments consist mainly of foreign
currency forwards, futures contracts and options. These instruments are
used mainly for hedging purposes. Credit risk exists with respect to
these instruments.
As a point of information only, six putative class actions have been
brought against Qwest Communications International Inc. and its
directors in the U.S. District Court, District of Colorado. The suits
have been consolidated, and an amended consolidated complaint will be
filed soon, which may assert additional claims against additional
defendants. At present, the various complaints allege fiduciary
breaches and a failure to disclose material information in connection
with the decline in Qwest's stock value from 2000 to present. The Plan
is not a party to the lawsuit. Since this litigation is at an early
stage and turns on disputed issues of fact and law, it is not possible
to predict its ultimate outcome or its impact on the Plan.
12. Nonexempt Transactions:
The Company failed to remit certain employee deferral contributions
withheld from participants' wages to the QSIP during certain pay
periods in 2001. The Company made all corrections as of December 28,
2001 (see Schedule IV).
15
QWEST SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
13. Subsequent Events:
Change in Recordkeeper
MetLife, the current recordkeeper for the Plan has elected to exit
the recordkeeping business for large plans. Therefore Qwest has
selected CitiStreet LLC ("CitiStreet") as the new recordkeeper for the
QSIP. CitiStreet will assume those duties effective October 1, 2002.
Qwest Common Stock
The QSIP has a significant investment in Qwest common stock. As of
December 30, 2001 the closing price of the stock was $14.24 per share
compared to $40.88 per share as of December 30, 2000. As of June 26,
2002 the closing price of the stock was $1.79 per share, an additional
87% decrease in price from December 30, 2001.
Employer Matching Contributions
The Plan was amended effective April 8, 2002 to allow all participants
the ability to transfer the value of the Qwest common stock, which was
received as the company match, to any fund available for investment
within the Plan.
DOL Examination
In April 2002, the U.S. Department of Labor commenced an examination of
the Plan. It is currently not possible to predict the outcome of this
examination or the impact on the Plan's net assets or changes in net
assets, if any.
16
Page 1 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- ------------ ------------
*Bankers Trust Pyramid Directed Account Cash Fund Pooled Temporary Investment (cost of $52,328,574) $ 52,328,574 $ 52,328,574
*Qwest Communications International Common Stock (cost of $2,378,430,560) 67,784,794 965,255,467
*BGI Money Market Fund Money Market Fund 34 34
*BGI Equity Index Fund Pooled Common Stock 54,273,004 840,146,101
Bank of America Guaranteed Investment Contract 94,883,288 94,883,288
Business Men's Assurance Co Guaranteed Investment Contract 12,314,149 12,314,149
Caisse Des Depots Guaranteed Investment Contract 7,284,163 7,284,163
Caisse Des Depots Guaranteed Investment Contract 9,990,776 9,990,776
Caisse Des Depots Guaranteed Investment Contract 5,044,061 5,044,061
Jackson National Life Guaranteed Investment Contract 7,003,627 7,003,627
Life Insurance Company of Virginia Guaranteed Investment Contract 4,054,734 4,054,734
*Metropolitan Life Insurance Co Guaranteed Investment Contract 6,027,443 6,027,443
*Metropolitan Life Insurance Co Guaranteed Investment Contract 56,323,891 56,323,891
Monumental Life Insurance Co Guaranteed Investment Contract 11,377,998 11,377,998
Monumental Life Insurance Co Guaranteed Investment Contract 42,887,901 42,887,901
Monumental Life Insurance Co Guaranteed Investment Contract 70,411,251 70,411,251
Morgan Guaranty Trust Company Guaranteed Investment Contract 104,067,848 104,067,848
Pacific Life Insurance Co Guaranteed Investment Contract 17,298,677 17,298,677
Prudential Guaranteed Investment Contract 12,554,268 12,554,268
Prudential Cap Mac Guaranteed Investment Contract 15,580,074 15,580,074
SafeCo Insurance Co Guaranteed Investment Contract 2,860,852 2,860,852
*State Street Bank & Trust Guaranteed Investment Contract 129,846,698 129,846,698
Transamerica Accidental Guaranteed Investment Contract 6,314,379 6,314,379
UBS Inc. Guaranteed Investment Contract 129,106,922 129,106,922
*Capital Guardian International Equity Pooled Common Stock 29,553,500 245,831,162
AT&T Corp. Common Stock 11,539,739 209,792,455
</Table>
17
Page 2 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- ------------ ------------
AT&T Wireless Services Inc. Common Stock 5,794,960 84,548,466
Mgt Liquidity Fund Pooled Temporary Investments 2 2
Mgt Fixed Income Corp Private Placement Pooled Corporate Obligations 442,965 4,939,056
Mgt Emerging Markets Opportunity Fund Pooled Corporate Obligations 22,873 271,498
Mgt Corp High Yield Opp Fund Pooled Corporate Obligations 393,646 4,082,106
Mgt Fixed Income Mtg Pooled Mortgages 1,152,225 19,818,276
Mgt Public Bond Fund Pooled Public Bonds 2,438,757 38,020,216
Treasury Notes U S Treasury Obligations 4,690,000 4,439,216
Treasury Bonds U S Treasury Obligations 5,460,000 6,924,690
Federal Home Loan Mortgage Corp Federal Agency Obligations 3,402,524 3,485,655
Federal National Mortgage Assn Federal Agency Obligations 24,743,045 24,996,667
Government National Mortgage Assn Federal Agency Obligations 4,841,009 4,911,584
African Development Bank Foreign Government Obligation 200,000 239,596
International Bank for Recon & Dev Foreign Government Obligation 150,000 191,963
Quebec Providence CDA Global Foreign Government Obligation 435,000 473,300
Abbott Laboratories Corporate Debt Obligation 475,000 485,612
Albertsons Inc. Corporate Debt Obligation 500,000 516,190
Alliant Energy Resources Corporate Debt Obligation 65,000 61,788
American Express Master Trust Corporate Debt Obligation 500,000 516,715
American Home Products Corporate Debt Obligation 200,000 207,206
AOL Time Warner Inc Corporate Debt Obligation 80,000 83,458
AON Corp Corporate Debt Obligation 100,000 99,788
Arden Realty Ltd Partnership Corporate Debt Obligation 60,000 58,057
AT&T Corporation Corporate Debt Obligation 410,000 422,329
AT&T Wireless Services Corporate Debt Obligation 270,000 302,738
Avalonbay Cmntys Inc. Corporate Debt Obligation 355,000 361,436
</Table>
18
Page 3 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- ------------ ------------
BankOne Corp Corporate Debt Obligation 75,000 72,179
Bellsouth Capital Funding Corp Corporate Debt Obligation 100,000 114,271
BMW Vehicle Lease Trust Corporate Debt Obligation 310,000 316,203
Boeing Co Corporate Debt Obligation 500,000 546,330
Boston University Corporate Debt Obligation 195,000 190,306
Burlington Northern Santa Fe Corp Corporate Debt Obligation 295,000 290,861
Burlington Res Fin Co Corporate Debt Obligation 60,000 58,952
California Infrastructure & Economic Corporate Debt Obligation 165,000 171,445
Camden Property Trust Corporate Debt Obligation 75,000 75,927
Chase Credit Card Master Trust Corporate Debt Obligation 458,000 483,904
Chemical Master Credit Card Trust Corporate Debt Obligation 205,000 211,341
Citibank Credit Card Issuance Trust Corporate Debt Obligation 650,000 644,716
Citibank Credit Card Trust Corporate Debt Obligation 970,000 1,016,451
Citizens Communications Corp Corporate Debt Obligation 125,000 133,900
Coca Cola Co Corporate Debt Obligation 360,000 353,452
Comed Funding LLC Corporate Debt Obligation 345,000 357,072
Conagra Foods Inc. Corporate Debt Obligation 125,000 127,633
Conagra Inc. Corporate Debt Obligation 190,000 189,286
Continental Airlines Pass Thru Trust Corporate Debt Obligation 253,444 230,736
Corporate Property Invs Corporate Debt Obligation 165,000 165,102
Daimler Chrysler Auto Trust Corporate Debt Obligation 355,000 358,735
Daimler-Benz North America Holding Corp Corporate Debt Obligation 105,000 111,515
Devon Energy Corp Corporate Debt Obligation 160,000 153,691
Discover Card Master Trust Corporate Debt Obligation 250,000 258,203
Dow Chemical Corporate Debt Obligation 160,000 159,242
DTE Energy Co Corporate Debt Obligation 100,000 102,168
</Table>
19
Page 4 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- ------------ ------------
El Paso Corp Corporate Debt Obligation 95,000 93,427
EOP Operating LP Corporate Debt Obligation 235,000 233,136
ERP Operating Ltd Partnership Corporate Debt Obligation 555,000 567,537
First Chicago Corp Corporate Debt Obligation 260,000 258,830
First Energy Corp Corporate Debt Obligation 150,000 143,550
First USA Credit Card Master Trust Corporate Debt Obligation 325,000 332,615
FMR Corp Corporate Debt Obligation 540,000 574,101
Ford Credit Auto Owner Trust Corporate Debt Obligation 625,000 657,075
Ford Motor Co Corporate Debt Obligation 140,000 115,557
Ford Motor Credit Co Corporate Debt Obligation 255,000 246,386
General Electric Capital Corp Corporate Debt Obligation 250,000 293,020
General Electric Credit Corp Corporate Debt Obligation 220,000 256,848
General Motors Acceptance Corp Corporate Debt Obligation 675,000 665,240
GTE Corp Corporate Debt Obligation 165,000 163,814
Hewlett Packard Company Corporate Debt Obligation 100,000 98,436
Honda Auto Receivables Owner Trust Corporate Debt Obligation 345,000 350,389
HRPT PPTYS Trust Corporate Debt Obligation 180,000 182,929
International Paper Co Corporate Debt Obligation 100,000 100,381
Kraft Foods Inc Corporate Debt Obligation 105,000 101,197
Lilly Del Mar Inc. Corporate Debt Obligation 255,000 266,891
MBNA Master CC Trust Corporate Debt Obligation 160,000 168,949
Metropolitan Life Insurance Co Corporate Debt Obligation 240,000 249,290
NationsBank CC Master Trust Corporate Debt Obligation 145,000 150,346
Norfolk Southern Corp Corporate Debt Obligation 295,000 314,243
Occidental Pete Corp Mtn Corporate Debt Obligation 305,000 302,319
PECO Energy Transition Trust Corporate Debt Obligation 250,000 258,290
</Table>
20
Page 5 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- ------------ ------------
Pfizer Inc. Corporate Debt Obligation 330,000 336,986
Procter & Gamble Co Corporate Debt Obligation 440,000 514,791
Proctor & Gamble Profit Sharing Trust Corporate Debt Obligation 105,000 129,360
Prudential Funding Corporate Debt Obligation 105,000 106,077
PSE&G Transition Funding LLC Corporate Debt Obligation 250,000 256,328
PSEG Power LLC Corporate Debt Obligation 100,000 110,198
Raytheon Co Corporate Debt Obligation 75,000 73,769
Simon Property Group LP Corporate Debt Obligation 70,000 67,780
Spieker PPTYS LP Corporate Debt Obligation 275,000 277,536
Standard Credit Card Master Trust Corporate Debt Obligation 650,000 672,750
Teleglobe CDA Inc. Corporate Debt Obligation 465,000 389,256
Tennessee Gas Pipeline Co Corporate Debt Obligation 130,000 125,984
Tyco International Group SA Corporate Debt Obligation 480,000 462,283
Tyson Foods Inc. Corporate Debt Obligation 40,000 41,566
U S Air Inc Corporate Debt Obligation 596,895 558,772
United Air Lines Corporate Debt Obligation 355,000 318,488
United Air Lines Pass Thru Trust Corporate Debt Obligation 270,000 224,907
Verizon New England Inc. Corporate Debt Obligation 220,000 222,262
Wal Mart Stores Inc. Corporate Debt Obligation 165,000 175,413
Westinghouse Credit Corp Corporate Debt Obligation 100,000 117,381
Williams Companies Inc. Corporate Debt Obligation 170,000 166,874
Worldcom Inc. Corporate Debt Obligation 255,000 263,007
British Columbia Prov CDA Foreign Corporate Debt Obligations 190,000 186,434
Province of Manitoba Foreign Corporate Debt Obligations 185,000 178,699
Shaw Communications Foreign Corporate Debt Obligations 95,000 93,771
</Table>
21
Page 6 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- ------------ ------------
*Mellon Liquidity Asset Allocation Fund Pooled Common Stock 506,538 50,551,526
New Century Equity Holdings Common Stock 28,388 14,194
*Qwest Communications International Inc. Common Stock 1,980,236 28,198,561
*Merrill Lynch Small Cap Index Fund Common/Collective Trust 16,102 239,113
*Merrill Lynch Equity Index Trust Common/Collective Trust 234,026 19,075,474
*Merrill Lynch Retirement Preservation Trust Common/Collective Trust 9,748,034 9,748,034
Managers International Equity Fund Mutual Fund 7,854 294,138
GAM International Fund Class A Mutual Fund 317,810 4,776,677
Franklin Small-Mid Cap Growth Fund Class A Mutual Fund 56,062 1,767,621
Davis Series Financial Fund Class A Mutual Fund 31,047 1,028,910
Pioneer Growth Shares Mutual Fund 39,830 560,812
Davis Series Inc Real Estate Fund A Mutual Fund 19,599 438,045
PIIMCO High Yield Fund Mutual Fund 30,064 280,500
PIMCO Total Return Fund Class A Mutual Fund 1,346,411 14,002,672
PIMCO Mid-Cap Growth Class A Mutual Fund 721,143 13,918,060
MFS Total Return Fund Mutual Fund 355,552 5,155,498
*Merrill Lynch Healthcare Fund Class A Mutual Fund 201,316 1,403,169
State Street Res Mid-Cap Value A Mutual Fund 55,101 936,710
Seligman Comm & Info Fund Class A Mutual Fund 84,030 2,167,972
Calvert Social Invest Fund Balance Mutual Fund 2,192 57,435
MFS Global Total Return Fund Class A Mutual Fund 24,554 288,258
Pioneer Europe Fund Mutual Fund 10,126 243,137
</Table>
22
Page 7 of 7
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
SCHEDULE I
<Table>
<Caption>
Name of Issue, Borrower, Shares or Current
Lessor or Similar Party Description of Investment Units Value
------------------------ ------------------------- --------------- ---------
Templeton Developing Markets Class A Mutual Fund 20,285 199,197
Massachusetts Investors Growth Stock Fd Class A Mutual Fund 135,340 1,767,546
Massachusetts Investors Trust Class A Mutual Fund 544,414 9,113,486
Davis NY Venture Fund Class A Mutual Fund 37,032 948,767
Self-Directed Retirement Cash Management Account:
Cash Cash 17
Other Marketable Securities Various 658,827
Mutual Funds Mutual Funds 288,102
*Qwest Communications International Inc Common Stock 1,186
Money Market Pooled Temporary Investment 396,840
Self-Directed Personal Choice Retirement Account:
*Qwest Communications International Inc. Common Stock 525,228
AT&T Corp. Common Stock 869,420
Government Securities U.S. Government Obligations 120,477
Other Marketable Securities Various 103,162,625
Temporary Investments Pooled Temporary Investment 31,746
*QSIP Participant Loans Loans with interest ranging from
4.62% to 11.75% 109,902,594
--------------
Total Investments not including the Plan's
Investment in the Master Trust $3,662,286,059
==============
</Table>
23
Page 1 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Chinadotcom Corp 8,200 $ 29,130
Cl A Com 7,000 $ 26,184
El Sitio Inc 7 2,116
Com New 7 2,116
Fongs Industries Co 200,000 22,843
Ord HKDO.10 200,000 16,618
Global Crossing Ltd 198,302 875,574
Com 130,507 545,970
Globalstar Telecommunications 2,500 1,925
Com 3,250 2,583
ISIN# BMG3930H1043
Interwave Communications International Ltd 600 1,906
Com 300 1,039
JCG Holding Limited Hong Kong Securities 10,000 5,780
Common Stock 10,000 5,369
</Table>
* Represents a party-in-interest.
24
Page 2 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Marvell Technology Group Ltd 110 2,653
Ord 110 2,637
Nordic American Tanker Shipping 900 18,750
Com 800 13,988
Qiao Xing Universal Telephone Inc 1,000 4,510
ISIN #VGG7303A1093 Ord 1,000 4,525
3D Labs Inc Limited 25,380 33,448
25,500 38,860
Triton Energy Ltd 100 2,469
Com 200 8,847
China Rare Earth Holdings Ltd 4,700 1,835
Com Stk 4,700 1,099
ACLN Ltd 3,460 90,115
Com Stk 120 2,222
</Table>
* Represents a party-in-interest.
25
Page 3 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Audiocodes 200 3,530
ISIN #USM153421047 200 4,420
Com
Check Point Software Tech 12,258 715,926
Com 11,949 712,233
Commtouch Software Ltd 16,000 50,667
Com Stock 16,000 35,365
Compugen Ltd 3,500 17,090
Com 2,500 13,831
Jacada Ltd 100 592
Com 100 380
Lanoptics 1,452 9,429
Com 1,178 5,900
Magall Security Systems Ltd 1,000 11,671
Ordinary Shares 600 5,344
</Table>
* Represents a party-in-interest.
26
Page 4 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
KPN West NV 150 3,757
ISIN #NL0000364925 3,810 103,657
Flextronics International Ltd 8,795 252,950
7,350 191,992
SM Prime Holdings Inc 40,000 6,660
Com 40,000 3,439
*BGI Money Market Fund for EBT 33 33
62 62
Acambia 550 18,775
ADR Each Repr 10 Ord GBP0.10 Spon LVL11 450 12,987
Activcard S A 100 935
Sponsored ADR 100 975
Advanced Optics Electronics Inc 24,000 2,270
Com 4,000 390
</Table>
* Represents a party-in-interest.
27
Page 5 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Alberta Energy 1,227 57,282
Ltd 1,077 49,130
Altair International Gold Inc 1,000 1,874
Com 1,000 2,595
Amarin Corp Plc 23 605
Sponsored ADR 23 465
Amvescap Plc 150 5,816
Sponsored ADR 135 4,102
Avangel - Amern Shipholdings Ltd 11,810 85,078
Sponsored ADR 11,700 58,418
Anglo American Plc 300 3,935
ADR 300 4,120
Anglogold 200 3,658
LVL1 ADR Each 2 Repr I Ord Zar0.50 (BNY) 332 9,542
</Table>
* Represents a party-in-interest.
28
Page 6 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Astrazeneca Plc 300 13,860
Sponsored ADR 300 14,901
Sell USD Buy AUD 3,450,000 1,813,527
At 1.00 12,500,000 6,457,235
Settle Date 18May2001
Buy AUD Sell USD 9,000,000 4,698,630
At 1.00 9,000,000 4,621,860
Settle Date 20Nov2001
Avatar Petroleum Inc 5,000 2,492
Com NPV 5,000 183
Aventis 25 1,789
Sponsored ADR 223 16,970
Axa S A 1,200 3,935
Sponsored ADR 1,000 54,938
Bayer A G 200 6,295
ADR Com 200 6,185
</Table>
* Represents a party-in-interest.
29
Page 7 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
British Columbia Prov CDA 310,000 307,417
4.625% DTD 03Oct2001 Due 03Oct2006 120,000 121,481
Cable and Wireless Pub Ltd Co 464 6,825
Sponsored ADR Com 45 755
Buy CAD Sell USD 4,700,000 3,049,710
At 1.00 4,700,000 3,100,346
Settle Date 20Nov2001
Celestica Inc 360 21,394
Sub Vtg Shs 300 16,653
Central Network Comm Inc 40,000 4,223
Common Stock 40,000 5,462
Consolidated Excellerated Res 140,500 30,963
Common Stock 110,000 5,626
Corel Corp F/K/A Corel Sys Corp 8,732 22,145
8,517 22,409
</Table>
* Represents a party-in-interest.
30
Page 8 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Crystallex International 2,000 1,760
Common Stock NPV 2,000 1,700
Danka Business Sys Plc 1,000 592
Sponsored ADR 1,000 626
Deutsche Telekom AG 3,924 16,661
Sponsored ADR 391 9,178
Diageo Plc 100 3,936
Sponsored ADR New 390 15,386
Buy DKK Sell USD 3,400,000 424,575
At 1.00 Settle Date 18Mar2001 3,400,000 424,054
Sell USD Buy EUR 2,720,000 2,470,685
At 1.00 14,720,000 13,092,595
Settle Date 18May2001
Buy EURO Sell USD 11,700,000 10,298,854
At 1.00 11,700,000 9,818,289
Settle Date 20Nov2001
</Table>
* Represents a party-in-interest.
31
Page 9 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Diversinet Corp 33,250 86,288
Com Stk NPV 36,775 91,873
Dr Reddys Laboratories 500 12,115
Represents 1/2 Ordinary Share 500 12,155
American Depository Receipt
Durban Roodepoort Deep R1 ADR 22,600 25,852
16,500 17,062
Elan Plc 400 19,405
ADR (CNV to 1 IEP0.04) 420 22,672
Energy Power Systems 12,625 45,801
Common Stock NPV 10,050 37,169
Enerplus Res Fd 3,050 52,561
TR Unit Ser G New 2,300 34,173
Envoy Communications Group Inc 650 2,244
Com NPV 250 1,043
</Table>
* Represents a party-in-interest.
32
Page 10 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Environmental Solutions Worldwide 10,000 4,217
Com 2,500 1,261
Ericsson L M Tel Co 36,115 210,185
ADR Cl B Sek 10 24,889 156,140
Fairchild International Corp 3,000 1,143
Com Stk USD0.001 3,000 561
(Formerly Goanna Resources Inc)
1st Miracle Group Inc 9,318,999 11,761
Com 9,535,499 23,770
GLK Strategies Inc 77,500 17,438
Common Stock 70,000 2,037
Gemini Genomics Plc 1,200 7,452
Sponsored ADR 1,200 7,160
Gemplus International SA 600 8,570
ADR 600 7,105
</Table>
* Represents a party-in-interest.
33
Page 11 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Giordano International Ltd 750 4,010
F/K/A Giordano Hldgs Ltd 750 3,082
Sponsored ADR
Gold Fields Ltd-SP ADR 5,700 25,987
Spnd ADR-Each CNV Into 1 Ord RO.50 1,400 6,069
(Reref From 2281104)
Goldcorp Inc New 200 1,230
Common Stock 200 1,270
Grupo Televisa SA DE DV 25 996
Global Dep Shares 25 686
ADR
Gulf CDA Res Ltd 325 1,892
Ord 325 2,544
Imagis Technologies Inc 2,600 4,187
Com Stk 1,000 1,785
</Table>
* Represents a party-in-interest.
34
Page 12 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Inco Ltd Com 200 2,854
200 3,570
Infineon Technologies AG 50 2,027
Reprs 1 Share 50 2,115
American Depository Receipt
Koninklijke (Royal) Philips Electronics 200 4,746
NY Reg Shares 500 11,925
Landwirtschaftlische Rentenbank 95,000 94,962
4.500% DTD 10/23/2001 10/23/2006 95,000 94,895
Legend Holdings Ltd 5,965 78,129
Sponsored ADR 10,485 124,544
London Pacific Group Ltd 2,725 11,571
Sponsored ADR 500 2,970
Marconi Plc 19,195 26,183
Sponsored ADR 2,000 4,465
</Table>
* Represents a party-in-interest.
35
Page 13 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Miracle Entertainment Inc 10,590 23,797
Com Stk USD0.01 2 1
MGT Liquidity Fund 1,920,412 1,920,412
1,920,410 1,920,410
NCE Petrofund 1,147 8,978
TR Unit New 2001 147 1,308
Nokia Corp 13,930 350,023
ADR 14,657 409,043
Nortel Networks Corp New 28,455 416,122
Common Stock 21791 378,334
*Qwest Savings & Investment Plan 53,389,537 53,389,537
Outstanding Loans to Participants 74,467,890 74,467,890
P&O Princess Cruises 40 870
ADR Each 1 Rep 4 Ord USD0.50 40 840
</Table>
* Represents a party-in-interest.
36
Page 14 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Pacific Century Cyberworks Ltd 8,400 $ 42,653
Sponsored ADR 7,130 $ 41,077
Pharmaceutical Holders TR 100 10,330
Depository Rcpt 200 21,390
Pharmacia Corp 1,851 83,883
Common Stock 1,950 90,563
Buy JPY Sell USD 508,000,000 4,183,575
At 1.00 578,000,000 5,494,333
Settle Date 18May2001
QLT Inc 1,000 21,720
Com 1,000 19,184
QAD Inc 200 410
Com Stk NPV 200 558
Quebec (Province of), Canada 445,000 443,220
6.125% DTD 22Jan2001 Due 22Jan2011 445,000 444,311
</Table>
* Represents a party-in-interest.
37
Page 15 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
QXL Com Plc 2,000 $ 8,497
SP Adr Rep 25S 2,110 $ 8,042
Research In Motion Ltd 2,300 58,786
Com 2,300 58,013
Royal PTT Nederland NV 2,715 10,958
Sponsored ADR 2,000 8,960
SK Telecom Ltd 65 1,241
Sponsored ADR 1 5
Shaw Communications 115,000 114,753
7.200% DTD 04Dec2001 Due 15Dec2011 20,000 19,606
Silverline Technologies Ltd 1,035 9,643
Sponsored ADR 1,000 1,341
Silverline Technologies Ltd 35 539
SP ADR 2001 DV 35 539
</Table>
* Represents a party-in-interest.
38
Page 16 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Shanghai Petrochemical ADR 1,000 11,510
ADS-Repr 100'H'CNYU1 SHS 1,000 14,180
Solaia Ventures Inc 55,500 8,003
Common Stock USD0.001 50,000 2,425
Sony Corp ADR New 50 Yen Sh 185 12,019
42 3,005
Suncor Energy Inc 1,100 30,414
Common Stock (Formerly Suncor Inc) 1,000 25,479
Taiwan Semiconductor Manufacturing 150 2,358
ADS Each CNV Into 5 Ord TWD10 246 4,961
(Re-ref From XSEMITW)
Teva Pharmaceutical Inds Ltd 3,466 227,928
ADR 3,466 238,069
360 Networks Inc 71,650 41,688
Com 21,870 7,587
</Table>
* Represents a party-in-interest.
39
Page 17 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Trend Micro Inc 6 272
Spons ADR New 1 13
Trinity Biotech Plc 7,000 17,570
ADR-Each Compr 1 Ord Shs Class'A'I$1 5,000 11,075
Tsingtao Brewer Co 3,400 9,090
Spns ADR Each CNV Into 10 Ord Ser'H'CNY1 4,400 14,417
Tyco Intl Group S A 185,000 184,945
6.375% DTD 10/26/2001 Due 10/15/2011 50,000 50,235
USA Video Interactive Corp 50,450 27,326
Com New 37,900 15,583
United Pan-Europe Communications N V 1,000 13,895
Sponsored ADR 1,000 13,011
Vodafone Group PLC New 495 13,671
Sponsored ADR 1,241 30,665
</Table>
* Represents a party-in-interest.
40
Page 18 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Yanzhou Coal Mng Co Ltd 200 2,966
Sponsored ADR Repstg H Shs 200 3,241
Partn in Group Annuity Contract #GA91-10004 2,461,148 2,461,148
With Prudential Separate Account 91,846,423 91,846,423
GP Annuity with TransAmerica 473,819 473,819
Occidental 51422-00 6.760% 6,823,376 6,823,376
Insurance Contracts Partn in Group 487,112 487,112
Annuity Contract #LP1056624 8,583,040 8,583,040
Safco Life Ins
Caisse Des Depots (CDC) 89,487 89,487
240-04 5,134,703 5,134,703
UBS Inc 72,214,543 72,214,543
Contract #5060 42,453,029 42,453,029
6.520% DTD 01Jun2000 Due 01Jun05
</Table>
* Represents a party-in-interest.
41
Page 19 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Part in Group Annuity Contract 240-02 509,350 509,350
With Caisse Des Depots (CDC) 2,329,833 2,329,833
6.410% 11/16/2002
Business Men's Assurance Co 631,200 631,200
Contract #1314 631,200 631,200
5.320% 5/31/02
GP Annuity Contract #5-1171 Jackson Nat'l 43,877 43,877
Life 5.900% 2/25/2001 8,813,202 8,813,202
GP Annuity Contract #5-1171 Jackson Nat'l 30,982 30,982
Life 5.780% 2/25/2001 1,068,113 7,068,113
Pacific Life Insurance Co 904,401 904,401
Contract #G-26459.01 904,401 904,401
5.320% 7/31/2002
Insurance Contracts 507,129 507,129
Qwest Interest Income Fund 512,548 512,548
Contract #240-05 5.55%
</Table>
* Represents a party-in-interest.
42
Page 20 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Prudential Cap Mac Insd 876,272 876,272
10025-211 876,272 876,272
Monumental Life Ins Co 647,645 647,645
Contract #00804FR 20,457,125 20,457,125
6.040% 9/25/2001
*Partn in Group Contract #GAC-24893 842 842
With Metropolitan Life 5,328,238 5,328,238
5.95% 12/30/2000
*State Street Bank & Trust 99040 66,011,743 66,011,743
4.930% 07/02/2001 32,856,954 32,856,954
Chase Manhattan Bank 385,243 385,243
Contract #433122-Z 64,740,840 64,740,840
6.143% DTD 01Jun2000 Due 01Jun2003
Caisse Des Depots 264,284 264,284
(CDC) BRIC 240-06 330,702 330,702
</Table>
* Represents a party-in-interest.
43
Page 21 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
*Metropolitan Life Ins Co 331,200 331,200
GA-24987 331,200 331,200
Life Insurance Co of Virginia 221,600 221,600
GS-3201 221,600 221,600
Continental Assurance Co 59,829,957 58,829,957
#631-05870 59,829,957 59,829,957
4.870% DTD 05Jul2001 Due 05Jul2006
Morgan Guaranty Trust Co 111,594,444 111,594,444
#433122-Z 7,000,000 7,000,000
6.143% DTD 01Feb2001 Due 01Jun2003
Jackson National Life 7,292,850 7,292,850
#G-1171-2 261,052 261,052
5.110% DTD 05Mar2001 Due 03Mar2004
Prudential 670,800 670,800
GA-10025-212 01/31/2003 670,800 670,800
</Table>
* Represents a party-in-interest.
44
Page 22 of 22
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE II
<Table>
<Caption>
Identity of Issue, Borrower or Similar Party Description of Interest Cost of Acquisition Proceeds of Dispositions
- -------------------------------------------- ----------------------- ------------------- ------------------------
Allstate Life Insurance 270,861 270,861
GA-6099 6.020% 9/25/2001 6,873,686 6,873,686
Monumental Life 24,866,697 24,866,697
GIC# MDA00108 6.630% 01/01/2025 9,148,304 9,148,304
Monumental Life Insurance 10,286,484 10,286,484
Co GIC MDA00273 3,300,000 3,300,000
6.190% 01/01/2025
</Table>
* Represents a party-in-interest.
45
Page 1 of 1
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS(a)(b)
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE III
<Table>
<Caption>
(g) Current
(e) Expense Value of
Incurred Asset on
(a) Identity of (b) Description (c) Purchase (d) Sales With (f) Cost of Transaction (h) Net Gain
Party Involved of Asset Price Price Transaction of Asset Date or Loss
- --------------- --------------- ------------- ------------ ----------- ------------- ------------- ------------
*Bankers Trust Bankers Trust
Pyramid Directed
Account Cash
Fund 1,890,480,683 -- -- 1,890,480,683 1,890,480,683 --
*Bankers Trust Bankers Trust
Pyramid Directed
Account Cash
Fund -- 1,888,824,948 -- 1,888,824,948 1,888,824,948 --
</Table>
(a) Represents a series of transactions in excess of 5% of the fair value of
Plan net assets at the beginning of the Plan year.
(b) Includes participant and non-participant directed transactions as
non-participant directed information is not separately maintained.
* Represents a party-in-interest.
46
QWEST SAVINGS & INVESTMENT PLAN
SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2001
SCHEDULE IV
<Table>
<Caption>
Relationship to
Plan, Employer
Identity of Or Other Party-In- Description of Transaction
Party Involved Interest Transactions Amount (a)
- -------------- ------------------ -------------- -----------
*Qwest Plan Sponsor Employee contributions not timely
Communications remitted to the Plan for the pay period
International Inc. ending September 14, 2001. Corrected
and remitted on December 28, 2001. $3,452
*Qwest Plan Sponsor Employee contributions not timely
Communications remitted to the Plan for the pay period
International Inc. ending October 26, 2001. Corrected
and remitted on December 28, 2001. 2,446
*Qwest Plan Sponsor Employee contributions not timely
Communications remitted to the Plan for the pay period
International Inc. ending November 9, 2001. Corrected
and remitted on December 28, 2001. 1,207
*Qwest Plan Sponsor Employee contributions not timely
Communications remitted to the Plan for the pay period
International Inc. ending November 23, 2001. Corrected
and remitted on December 28, 2001. 5,542
</Table>
(a) Interest will be calculated at the corporate federal underpayment rate for
the period of time the employer had control of the funds and is not
included in the transaction amount.
* Represents a party-in-interest
47
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 Savings and Investment Plan
June 26, 2002 /s/ CHARLES A. JOSENHANS
--------------------------------------------
Charles A. Josenhans
Senior Vice President Accounting & Financial
Operations
48
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23 Consent of Arthur Andersen LLP
99 Confirmation of Arthur Andersen LLP Representations