-----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, Tm7quVI8s29Wm41Y71ZjMz09Uwd6OtvdgA/DMegsezSjjz9Sgjmh/pha1wnxqswm H0Lo+Gbuf0e6aEulMZkSUQ== 0000950134-02-007767.txt : 20020627 0000950134-02-007767.hdr.sgml : 20020627 20020627172122 ACCESSION NUMBER: 0000950134-02-007767 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011230 FILED AS OF DATE: 20020627 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: 1934 Act SEC FILE NUMBER: 001-15577 FILM NUMBER: 02689710 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 d97976e11vk.txt FORM 11-K FOR THE YEAR ENDED DECEMBER 30, 2001 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 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
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)
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 =========== ===========
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) 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 ===========
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:
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 --
*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: 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) ===========
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:
(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 $ -- =========
The allocation of net assets of the MT to participating plans as of December 31, 2001 and 2000 is as follows:
(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% ======== ======
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:
(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) $ -- =======
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:
(Unaudited) ------------------ 2001 2000 -------- ------- Common collective trusts $(2,151) $ -- Corporate stock (912) Futures (1,691) ------- Net depreciation $(4,754) $ -- =======
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:
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 ===========
The net assets available for benefits for nonparticipant-directed investments are as follows:
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 =========== ===========
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:
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 =========== ===========
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 ===========
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
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
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
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
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
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
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
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
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
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
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
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
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
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 ==============
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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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
* 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
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%
* 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
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
* 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
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
* 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
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
* 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
(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 --
(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
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
(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
EX-23 3 d97976exv23.txt CONSENT OF ARTHUR ANDERSEN LLP 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 Savings & Investment Plan dated June 26, 2002 included in this Form 11-K into the Company's previously filed Registration Statement on Form S-8 (File No. 333-74622). /s/ Arthur Andersen LLP Denver, Colorado, June 26, 2002. EX-99 4 d97976exv99.txt CONFIRMATION OF ARTHUR ANDERSEN LLP REPRESENTATION EXHIBIT 99 [QWEST LOGO] June 26, 2002 Via EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: CONFIRMATION OF ARTHUR ANDERSEN REPRESENTATIONS Ladies and Gentlemen: This letter confirms that Qwest Communications International Inc. has received from Arthur Andersen LLP, the independent public accountant engaged by the company to examine the company's financial statements that are included in the Form 11-K to which this letter is attached as an exhibit, a representation letter addressed to the company and stating that: o the audit conducted by Arthur Andersen was subject to Arthur Andersen's quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards; and o there was appropriate continuity of Arthur Andersen personnel working on audits, availability of national office consultation and availability of personnel at foreign affiliates of Arthur Andersen to conduct the relevant portions of the audit. Very truly yours, QWEST COMMUNICATIONS INTERNATIONAL INC. By: /s/ CHARLES A. JOSENHANS ----------------------------------------------------------- Name: Charles A. Josenhans Title: Senior Vice President, Accounting & Financial Operations -----END PRIVACY-ENHANCED MESSAGE-----