Qwest to Buy Back Shares

Qwest Communications International Inc. will purchase approximately 22 million Qwest shares from BellSouth Corp. at a price of $45 per share, or $1 billion, in cash. After the sale to Qwest, BellSouth will own approximately 51 million Qwest shares, or approximately 3.1 percent of the Qwest shares then outstanding.

BellSouth has also agreed to purchase $250 million in services from Qwest over five years. BellSouth will pay for the services with Qwest stock over four years.

Qwest and BellSouth will continue their business relationship, which to date, has yielded more than 200 customer contracts totaling more than $300 million in revenue for Qwest.

Qwest says that it agreed to purchase the 22 million Qwest shares because it believes that the stock is a good value and that the repurchased shares would be available to satisfy Qwest's obligations under employee benefit and option programs.

BellSouth agreed to hold its remaining Qwest shares until Jan. 16, 2002, with the exception that BellSouth can sell up to 11 million shares after Feb. 15, 2001. Qwest has approximately 1.69 billion shares outstanding.