TO: EDITORS, NEWS DIRECTORS

DATE: June 23, 2000

FOR: IMMEDIATE RELEASE

ACC Gives Unanimous Approval to U S WEST - Qwest Merger

The Arizona Corporation Commission today unanimously approved the merger of U S WEST Communications and Qwest Communications. Arizona was the final state to grant approval of the merger. The approval contained several conditions designed to protect the interests of U S WEST customers in Arizona.

Today's approval followed several public comment sessions, formal hearings and the introduction of volumes of evidence designed to prove that the merger is in the public interest. The Commissioners sought clarification and conditions to address the following priorities:

To ensure that service quality does not decline as a result of this merger;

To ensure that improved service to U S WEST's rural customers is a priority;

To receive assurances that current U S WEST retirees continue to receive the benefits due to them;

To ensure that the merged company continues to invest in improvements to Arizona's telecommunications infrastructure.

The parties agreed to invest a minimum of $402 million for each of the next two years to modernize and maintain their infrastructure. Rural parts of Arizona will see an investment of approximately $48 million for infrastructure improvements. The agreement also calls for Qwest to divest itself of its long distance assets in the 14 states it is taking over. This is a requirement to comply with Section 271 of the Communications Act of 1934 which specifies that a company cannot provide both local and long distance in areas which are not yet open to full competition.

Commissioner Bill Mundell was the first to cast his vote in favor of the merger. After the vote he said: "I pushed for improvements in service to Arizona's rural communities that are reflected in this final Order. This Order reflects my desire for better service throughout Arizona but also requires infrastructure modernization in the rural areas that have suffered from a lack of investment."

Commissioner Jim Irvin voted in favor but echoed concern for the plight of customers in rural areas. Irvin added a provision to the merger agreement that requires the applicants to form a Quality of Service Task Force. The Task Force will include three members from the company's Arizona management team, three members representing the company's workers' union and one member from the Commission staff. The new committee is tasked with identifying and prioritizing specific service quality problems and recommending solutions to those problems. As he cast his vote, Irvin said: "With the terms and conditions in this Order, I am confident that this merger is in the best interest of the people of Arizona."

Chairman Carl Kunasek cast the final vote approving the merger and congratulated everyone for their hard work. He added: "This merger has been on the fast track since the application came in last September. I want to thank everyone for their cooperation and teamwork leading up to this approval."

The final Order will be posted on the Commission's website (www.cc.state.az.us) once the amendments are integrated with the Proposed Order. For further information, please see our website or contact the Public Information Office at (602) 542-0844.