-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wgc7ln/m84yTtKvITxWb6/8VgZ8o/1hUST3kdN+kM/idhxsRXpk9R+yN5177MQUd gBi6IRAwXeddnmsagscieg== 0000950134-01-503627.txt : 20010629 0000950134-01-503627.hdr.sgml : 20010629 ACCESSION NUMBER: 0000950134-01-503627 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001230 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-15577 FILM NUMBER: 1669952 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 11-K 1 d88725e11-k.txt FORM 11-K 1 ================================================================================ 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 Fiscal Year Ended December 30, 2000 -------------------- QWEST COMMUNICATIONS INTERNATIONAL INC. 401(k) PLAN Commission File No. 001-15577 --------------------- 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) ================================================================================ 2 QWEST COMMUNICATIONS 401(k) SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) ------- 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. -1- 4 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 -------------- -------------- 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 -------------- -------------- 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 -------------- -------------- Total receivables 297,749 794,951 ACCRUED INCOME 12,445 6,524 CASH OVERDRAFT PAYABLE (42,089) (670,525) -------------- -------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 116,426,802 $ 90,802,581 ============== ==============
The accompanying notes are an integral part of these statements. -2- 5 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 ------------- 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) ------------- Total net investment loss (1,889,204) ------------- Total additions 41,845,384 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants (14,654,873) Administrative fees (16,880) Other (15,504) ------------- Total deductions (14,687,257) TRANSFERS TO OTHER PLANS (Note 1) (1,533,906) ------------- Net increase 25,624,221 NET ASSETS AVAILABLE FOR PLAN BENEFITS, January 1, 2000 90,802,581 ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 30, 2000 $ 116,426,802 =============
The accompanying notes are an integral part of this statement. -3- 6 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. -4- 7 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. -5- 8 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. -6- 9 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. -7- 10 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 --------------------------- --------------------------- 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) ------------- $ (8,415,081) =============
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. -8- 11 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) ------------- Net assets available for plan benefits per the Form 5500 (unaudited) $ 116,251,191 =============
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 ------------- Benefits paid to participants per the Form 5500 (unaudited) $ 14,830,484 =============
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. -9- 12 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. -10- 13 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. -11- 14 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. -12- 15 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. -13- 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. -14- 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
EX-23 2 d88725ex23.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report on the financial statements of Qwest Communications 401(k) Savings Plan dated June 27, 2001, included in this Form 11-K, into the Company's previously filed Registration Statements on Form S-8 (File Nos. 333-47349, 333-56323 and 333-84877). Arthur Andersen LLP Denver, Colorado June 27, 2001. -----END PRIVACY-ENHANCED MESSAGE-----