X0202 4 2007-02-27 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC [NYSE/Q] 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Common Stock 2007-02-27 4 S 0 913800 8.75 D 1822390 D Common Stock 2007-02-27 4 S 0 1068491 8.76 D 753899 D Common Stock 2007-02-27 4 S 0 600926 8.77 D 152973 D Common Stock 2007-02-27 4 S 0 8800 8.78 D 144173 D Common Stock 2007-02-27 4 S 0 144169 8.6579 D 4 D Common Stock 229708000 I By Anschutz Company Common Stock 17200000 I By Anschutz Family Investment Company LLC Contract 2007-02-27 4 J 0 20633000 D 2010-09-16 Common Stock 20633000 0 I Anschutz Company As a result of the transaction described in Table II above, and similar transactions described in Form 4s previously filed, all of these shares are covered by forward sale contracts. Philip F. Anschutz is the owner of 100% of the outstanding capital stock of Anschutz Company, which is the registered owner of the securities indicated. As indicated in a Form 4 previously filed, these shares are subject to call options. Anschutz Company is the manager and one percent equity owner of Anschutz Family Investment Company LLC, which is the registered owner of the securities indicated. On February 27, 2007, Anschutz Company entered into a forward sale contract (the "Contract") that relates to an aggregate of 20,633,000 shares of common stock. During the period of the Contract, Anschutz Company will retain ownership of all shares, including voting rights. The Contract provides that Anschutz Company will deliver, on the dates specified in the Contract, an aggregate number of shares of common stock equal to the product of (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Average Exchange Rate, which will be determined as follows: (a) If the volume weighted average price (the "Settlement Price") of the common stock on any such trading day is less than or equal to $8.5705 per share (the "Forward Floor Price"), the Exchange Rate in respect of such trading day will be one; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $10.7131 per share (the "Forward Cap Price"), the Exchange Rate in respect of such trading day will be equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Exchange Rate in respect of such trading day will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price. The Average Exchange Rate will equal the arithmetic average of the 10 Exchange Rates corresponding to each of the 10 trading days ending on the Expiration Date (as set forth in Column 6 of Table II of this Form 4 under "Expiration Date,") subject to extension if certain trading disruptions occur. The "Base Amount" is set forth in Column 7 of Table II of this Form 4 under "Amount or Number of Shares." In consideration therefor, Anschutz Company will receive an aggregate prepayment amount of approximately $150,500,000. In addition, under the formula in footnotes 5 through 8 above, under the Contract Anschutz Company will receive the first 25% of price appreciation in the common stock above $8.5705 per share. Thomas A. Richardson, Attorney in Fact 2007-03-01