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157. necessary.

Because these allegations are directed at other Defendants, no response is To the extent that a response is deemed necessary, Tempest lacks sufficient

knowledge or information to admit or deny the allegations in paragraph 157, and therefore denies them. 158. Because these allegations are directed at other Defendants, no response is

necessary. To the extent that a response is deemed necessary, Tempest states that the so-called "White Paper" speaks for itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 158, and therefore denies them. 159. necessary. Because these allegations are directed at other Defendants, no response is To the extent that a response is deemed necessary, Tempest lacks sufficient

knowledge or information to admit or deny the allegations in paragraph 159, and therefore denies them. 160. necessary. Because these allegations are directed at other Defendants, no response is To the extent that a response is deemed necessary, Tempest lacks sufficient

knowledge or information to admit or deny the allegations in paragraph 160, and therefore denies them. 161. 162. 163. Tempest denies the allegations in paragraph 161. Tempest denies the allegations in paragraph 162. Tempest adopts and incorporates Qwest's Answer to paragraph 163. 7. 164. Qwest Exploits Andersen's Accounting Advice to Boost Its Revenues Through Swaps

Tempest denies the allegations in paragraph 164.

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8. 165. 166.

Qwest's Sham Capacity Swap Transactions With Global Crossing

Tempest denies the allegations in paragraph 165. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in the first sentence of paragraph 166. Insofar as any remaining allegations in paragraph 166 are directed at Qwest, Tempest denies them. Insofar as any remaining allegations in paragraph 166 are directed at Global Crossing, Tempest lacks sufficient knowledge or information to admit or deny the allegations and therefore denies them. 167. 168. Tempest denies the allegations in paragraph 167. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 168, and therefore denies them. 169. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 169, and therefore denies them. 170. 171. Tempest denies the allegations in paragraph 170. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 171, and therefore denies them. 172. 173. Tempest denies the allegations in paragraph 172. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 173, and therefore denies them. 174. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 174, and therefore denies them. 175. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 175, and therefore denies them.

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176. 177.

Tempest denies the allegations in paragraph 176. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 177, and therefore denies them. 178. 179. Tempest denies the allegations in paragraph 178. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 179. 9. 180. 181. 182. Qwest's Capacity Swaps With Enron

Tempest denies the allegations in paragraph 180. Tempest denies the allegations in paragraph 181. Tempest admits that the New York Times published an article in March 2002 in

which Qwest is discussed. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 182, and therefore denies them. 183. Paragraph 183 characterizes a New York Times article from March 2002, which

speaks for itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 183, and therefore denies them. 184. Paragraph 184 characterizes a New York Times article from March 2002, which

speaks for itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 184, and therefore denies them. 185. Paragraph 185 characterizes a New York Times article from March 2002, which

speaks for itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 185, and therefore denies them.

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186.

Paragraph 186 characterizes a New York Times article from March 2002, which

speaks for itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 186, and therefore denies them. 187. Tempest admits that the United States House of Representatives Committee on

Energy and Commerce held hearings on September 24 and October 1, 2002 entitled "Capacity Swaps by Global Crossing and Qwest: Sham Transactions Designed to Boost Revenues?" Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 187, and therefore denies them. 188. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 188, and therefore denies them. 10. 189. Swap Transactions With FLAG

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 189, and therefore denies them. 190. 191. Tempest adopts and incorporates Qwest's Answer to paragraph 190. Tempest admits that Fortune Magazine published an article on April 28, 2003 in

which Qwest is discussed. Tempest denies any remaining allegations in paragraph 191. a. 192. FLAG and Qwest/KPNQwest Transaction No. 1

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 192, and therefore denies them. 193. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 193, and therefore denies them. 194. Tempest denies the allegations in paragraph 194.

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b. 195.

FLAG and Qwest/KPNQwest Transaction No. 2

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 195, and therefore denies them. 196. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 196, and therefore denies them. 197. Tempest denies the allegations in paragraph 197. c. 198. FLAG and Qwest/KPNQwest Transaction No. 3

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 198, and therefore denies them. 199. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 199, and therefore denies them. 200. Tempest denies the allegations in paragraph 200. d. 201. FLAG and Qwest/KPNQwest Transaction No. 4

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 201, and therefore denies them. 202. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 202, and therefore denies them. 203. Tempest denies the allegations in paragraph 203. e. 204. FLAG and Qwest/KPNQwest Transaction No. 5

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 204, and therefore denies them.

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205.

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 205, and therefore denies them. 206. Tempest denies the allegations in paragraph 206. f. 207. FLAG and Qwest/KPNQwest Transaction No. 6

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 207, and therefore denies them. 208. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 208, and therefore denies them. 209. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 209, and therefore denies them. 210. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 210, and therefore denies them. 211. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 211, and therefore denies them. 212. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 212, and therefore denies them. 213. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 213, and therefore denies them. 11. Side Letter Agreements Disguise the Sham Nature of Qwest's Swaps a. 214. 215. Secret Side Agreements on Portability

Tempest denies the allegations in paragraph 214. Tempest denies the allegations in paragraph 215.

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216. 217.

Tempest denies the allegations in paragraph 216. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 217, and therefore denies them. 218. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 218, and therefore denies them. 219. 220. Tempest denies the allegations in paragraph 219. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 220, and therefore denies them. 221. 222. 223. Tempest adopts and incorporates Qwest's Answer to paragraph 221. Tempest adopts and incorporates Qwest's Answer to paragraph 222. Tempest admits that the United States House of Representatives Committee on

Energy and Commerce held hearings on September 24 and October 1, 2002 entitled "Capacity Swaps by Global Crossing and Qwest: Sham Transactions Designed to Boost Revenues?" Tempest admits that Ms. Szeliga testified during the hearings. Ms. Szeliga's testimony speaks for itself, and Tempest respectfully refers the Court to the full testimony for a complete understanding of its contents. Tempest denies any remaining allegations in paragraph 223. 224. 225. Tempest denies the allegations in paragraph 224. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 225, and therefore denies them. 226. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 226, and therefore denies them.

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b. 227.

Secret Side Agreements on Fair Value of Capacity Purchased

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in the first, third, and fourth sentences in paragraph 227, and therefore denies them. Tempest denies all other allegations in paragraph 227. 228. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 228, and therefore denies them. 229. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 229, and therefore denies them. 230. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 230, and therefore denies them. 231. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 231, and therefore denies them. 232. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 232, and therefore denies them. C. 233. Fraudulent Equipment Sales Tempest denies the allegations in paragraph 233. 1. 234. 235. 236. Genuity, Inc.

Tempest adopts and incorporates Qwest's Answer to paragraph 234. Tempest adopts and incorporates Qwest's Answer to paragraph 235. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in the first sentence of paragraph 236, and therefore denies them. Tempest denies the allegations in the second and third sentence of paragraph 236.

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237.

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 237, and therefore denies them. 238. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 238, and therefore denies them. 239. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 239, and therefore denies them. 240. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 240, and therefore denies them. 241. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 241, and therefore denies them. 242. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 242, and therefore denies them. 243. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 243, and therefore denies them. 244. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 244, and therefore denies them. 245. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 245, and therefore denies them. a. Qwest's Accounting for the Genuity Transaction Was Improper (1) 246. The Contracts Were Inextricably Linked

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 246, and therefore denies them.

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247.

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 247, and therefore denies them. (2) 248. There Was no Evidence of Fair Value

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 248, and therefore denies them. 249. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 249, and therefore denies them. 250. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 250, and therefore denies them. (3) 251. 252. Cost of Goods Sold Was Fraudulently Recorded After the Third Quarter of 2000

Tempest adopts and incorporates Qwest's Answer to paragraph 251. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 252, and therefore denies them. (4) 253. The Services Agreement Placed Risk of Ownership With Qwest

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 253, and therefore denies them. 254. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 254, and therefore denies them. (5) 255. Initial Required Capacity of Services Not Provided to Genuity

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 255, and therefore denies them.

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256.

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 256, and therefore denies them. b. 257. 258. 259. 260. Financial Statement Impact of Improper Accounting

Tempest denies the allegations in paragraph 257. Tempest adopts and incorporates Qwest's Answer to paragraph 258. Tempest denies the allegations in paragraph 259. Tempest admits that Qwest filed a Form 10-K on October 16, 2003, which speaks

for itself. To the extent that any additional response is required, Tempest lacks sufficient information or knowledge to admit or deny any remaining allegations in paragraph 260, and therefore denies them. 2. Arizona Facilities School Board Transaction a. 261. 262. The Arizona School Facilities Board Contract

Tempest adopts and incorporates Qwest's Answer to paragraph 261. Tempest lacks sufficient information to admit or deny the allegations in paragraph

262, and therefore denies them. 263. Tempest lacks sufficient information to admit or deny the allegations in paragraph

263, and therefore denies them. b. 264. 265. Arnold, Graham and Hall Devise A Fictitious and Fraudulent Bill and Hold Transaction

Tempest adopts and incorporates Qwest's Answer to paragraph 264. Tempest lacks sufficient information to admit or deny the allegations in paragraph

265, and therefore denies them.

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266.

Tempest lacks sufficient information to admit or deny the allegations in paragraph

266, and therefore denies them. 267. Tempest lacks sufficient information to admit or deny the allegations in paragraph

267, and therefore denies them. 268. Tempest lacks sufficient information to admit or deny the allegations in paragraph

268, and therefore denies them. 269. Tempest lacks sufficient information to admit or deny the allegations in paragraph

269, and therefore denies them. 270. Tempest lacks sufficient information to admit or deny the allegations in paragraph

270, and therefore denies them. 271. Tempest lacks sufficient information to admit or deny the allegations in paragraph

271, and therefore denies them. c. 272. Desperate Efforts to Obtain Delivery of Cisco Equipment

Tempest lacks sufficient information to admit or deny the allegations in paragraph

272, and therefore denies them. 273. Tempest lacks sufficient information to admit or deny the allegations in paragraph

273, and therefore denies them. 274. Tempest lacks sufficient information to admit or deny the allegations in paragraph

274, and therefore denies them. 275. Tempest lacks sufficient information to admit or deny the allegations in paragraph

275, and therefore denies them.

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276.

Tempest lacks sufficient information to admit or deny the allegations in paragraph

276, and therefore denies them. d. 277. False Letter Agreement

Tempest lacks sufficient information to admit or deny the allegations in paragraph

277, and therefore denies them. 278. Tempest lacks sufficient information to admit or deny the allegations in paragraph

278, and therefore denies them. 279. Tempest lacks sufficient information to admit or deny the allegations in paragraph

279, and therefore denies them. 280. Tempest lacks sufficient information to admit or deny the allegations in paragraph

280, and therefore denies them. 281. Tempest lacks sufficient information to admit or deny the allegations in paragraph

281, and therefore denies them. 282. Tempest lacks sufficient information to admit or deny the allegations in paragraph

282, and therefore denies them. 283. Tempest lacks sufficient information to admit or deny the allegations in paragraph

283, and therefore denies them. 284. Tempest lacks sufficient information to admit or deny the allegations in paragraph

284, and therefore denies them. 285. Tempest lacks sufficient information to admit or deny the allegations in paragraph

285, and therefore denies them.

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286.

Tempest lacks sufficient information to admit or deny the allegations in paragraph

286, and therefore denies them. 287. Tempest lacks sufficient information to admit or deny the allegations in paragraph

287, and therefore denies them. 288. Tempest lacks sufficient information to admit or deny the allegations in paragraph

288, and therefore denies them. 289. Tempest lacks sufficient information to admit or deny the allegations in paragraph

289, and therefore denies them. e. Qwest Made Materially False Statements Concerning the ASFB Transaction (1) 290. The Fraud is Discovered

Tempest admits that Qwest filed a Form 10-K on October 16, 2003 that contains

an adjustment associated with a transaction involving the Arizona School Facilities Board. That document speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 290, and therefore denies them. (2) 291. 292. 293. False Public Statements by Qwest

Tempest adopts and incorporates Qwest's Answer to paragraph 291. Tempest denies the allegations in paragraph 292. Tempest lacks sufficient information to admit or deny the allegations in paragraph

293, and therefore denies them. 294. Tempest lacks sufficient information to admit or deny the allegations in paragraph

294, and therefore denies them.

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295.

Tempest lacks sufficient information to admit or deny the allegations in paragraph

295, and therefore denies them. Tempest further states that, on information and belief, Treadway and Walker were acquitted on all counts; Graham and Hall were acquitted on several counts; and Graham and Hall pleaded guilty to certain counts that may or may not have been charged in the 2003 indictment. 296. Tempest lacks sufficient information to admit or deny the allegations in paragraph

296, and therefore denies them. 297. Tempest lacks sufficient information to admit or deny the allegations in paragraph

297, and therefore denies them. 298. Tempest lacks sufficient information to admit or deny the allegations in paragraph

298, and therefore denies them. 299. Tempest lacks sufficient information to admit or deny the allegations in paragraph

299, and therefore denies them. 300. Tempest lacks sufficient information to admit or deny the allegations in paragraph

300, and therefore denies them. 301. Tempest lacks sufficient information to admit or deny the allegations in paragraph

301, and therefore denies them. 302. Tempest admits that Qwest filed a Form 10-K on October 16, 2003 that contains

an adjustment associated with a transaction involving the Arizona School Facilities Board. That document speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest denies any remaining allegations in paragraph 302.

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3. 303. 304. 305.

KMC Telecom Holdings, Inc.

Tempest denies the allegations in paragraph 303. Tempest denies the allegations in paragraph 304. Tempest admits that Qwest filed a Form 10-Q in May 2000, which speaks for

itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 305, and therefore denies them. 306. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 306, and therefore denies them. 307. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 307, and therefore denies them. 308. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 308, and therefore denies them. 309. 310. Tempest adopts and incorporates Qwest's Answer to paragraph 309. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 310, and therefore denies them. 311. 312. Tempest denies the allegations in paragraph 311. Tempest admits that Qwest filed a Form 10-K on October 16, 2003, which speaks

for itself. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 312, and therefore denies them. 4. 313. Qwest Attempts to Inflate its Revenues in a Deal With Calpoint LLC

Tempest adopts and incorporates Qwest's Answer to paragraph 313.

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314.

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 314, and therefore denies them. D. 315. Shifting of QwestDex Delivery Dates Tempest admits that Qwest filed a Form 10-K on October 16, 2003, which speaks

for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest denies any remaining allegations in paragraph 315. 316. 317. Tempest denies the allegations in paragraph 316. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 317, and therefore denies them. 318. Tempest admits that in March 2001, Qwest filed a Form 10-K for year 2000,

which speaks for itself. Tempest denies any remaining allegations in paragraph 318. 319. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 319, and therefore denies them. E. 320. KPNQwest Tempest admits that Morgan Stanley issued a report on June 20, 2001 in which

Qwest is discussed. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 320, and therefore denies them. 321. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 321, and therefore denies them. 322. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 322, and therefore denies them.

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323.

Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 323, and therefore denies them. 324. Tempest admits that Qwest hosted a conference call on June 20, 2001 during

which Mr. Nacchio and Ms. Szeliga spoke. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 324, and therefore denies them. 325. Tempest admits that Qwest hosted a conference call on June 20, 2001 during

which Mr. Nacchio and Ms. Szeliga spoke. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 325, and therefore denies them. 326. Tempest admits that Qwest hosted a conference call on June 20, 2001 during

which Mr. Nacchio and Ms. Szeliga spoke. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 326, and therefore denies them. 327. Tempest admits that the United States House of Representatives Committee on

Energy and Commerce held hearings on September 24 and October 1, 2002 entitled "Capacity Swaps by Global Crossing and Qwest: Sham Transactions Designed to Boost Revenues?" Tempest denies any remaining allegations in paragraph 327. 328. Tempest admits that Qwest filed a Form 10-K on October 16, 2003, which speaks

for itself, and Tempest respectfully refers the Court to the full public filing for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 328, and therefore denies them. 329. 330. Tempest denies the allegations in paragraph 329. Tempest denies the allegations in paragraph 330.

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F. 331.

Network Asset Impairment and Write Down in October 2003 Tempest admits that Qwest filed a Form 10-K on October 16, 2003, which speaks

for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient information or knowledge to admit or deny any remaining allegations of paragraph 331, and therefore denies them. 332. The allegations in paragraph 332 purport to characterize SFAS No. 121 and SFAS

No. 144. Those statements speak for themselves, and Tempest respectfully refers the Court to the full statements for a complete understanding of their contents. Tempest lacks sufficient information or knowledge to admit or deny any remaining allegations of paragraph 332, and therefore denies them. 333. The allegations in paragraph 332 purport to characterize SFAS No. 121. That

statement speaks for itself, and Tempest respectfully refers the Court to the full statement for a complete understanding of its contents. Tempest lacks sufficient information or knowledge to admit or deny any remaining allegations of paragraph 333, and therefore denies them. 334. The allegations in paragraph 334 purport to characterize SFAS No. 121. That

statement speaks for itself, and Tempest respectfully refers the Court to the full statement for a complete understanding of its contents. Tempest lacks sufficient information or knowledge to admit or deny any remaining allegations of paragraph 334, and therefore denies them. 335. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 335, and therefore denies them. 336. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 336, and therefore denies them.

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337. 338. G.

Tempest denies the allegations in paragraph 337. Tempest denies the allegations in paragraph 338. Manipulation of Pro-forma Indicators 1. "EBITDA" and "Adjusted EBITDA"

339. 340.

Tempest adopts and incorporates Qwest's Answer to paragraph 339. Tempest denies the allegations in the first two sentences of paragraph 340.

Tempest admits that Qwest filed a Form 10-K405 on March 17, 2000. That publicly filed document speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 340, and therefore denies them. 341. Tempest denies the allegations in the first sentence of paragraph 341. Tempest

admits that Qwest issued a press release on February 2, 2000, and that the press release was incorporated in a Form 8-K filed that same day. Those public documents speak for themselves, and Tempest respectfully refers the Court to the full documents for a complete understanding of their contents. Tempest lacks sufficient knowledge or information to admit or deny any

remaining allegations in paragraph 341, and therefore denies them. 342. Tempest admits that Qwest issued a press release on June 30, 2000, which speaks

for itself, and Tempest respectfully refers the Court to the full documents for a complete understanding of their contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 342, and therefore denies them.

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343.

Tempest admits that Qwest hosted a conference call on July 6, 2000 at which Mr. Tempest lacks sufficient knowledge or information to admit or deny any

Nacchio spoke.

remaining allegations in paragraph 343, and therefore denies them. 344. 345. Tempest denies the allegations in paragraph 344. Tempest admits that Qwest filed a Form 10-K/A on August 20, 2001. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 345, and therefore denies them. 346. Tempest admits that Qwest filed a Form 10-K/A on August 20, 2001. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 346, and therefore denies them. 347. Tempest admits that Qwest filed a Form 10-Q on May 15, 2001. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 347, and therefore denies them. 348. Tempest admits that Qwest filed various Forms 10-Q and issued several earnings

releases in 2001, all of which speak for themselves. Tempest denies any remaining allegations in paragraph 348. 349. 350. Tempest adopts and incorporates Qwest's Answer to paragraph 349. Tempest admits that Qwest filed a Form 10-K405 on April 1, 2002. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a

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complete understanding of its contents. Tempest denies any remaining allegations in paragraph 350, and therefore denies them. 351. Tempest admits that Qwest filed a Form 10-K405 on April 1, 2002. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest denies all other allegations in paragraph 351. 352. Tempest admits that Qwest filed a Form 10-K405 on April 1, 2002. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 352, and therefore denies them. 353. Tempest admits that Qwest filed a Form 10-K405 on April 1, 2002. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 353, and therefore denies them. 354. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 354, and therefore denies them. 355. Tempest lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 355, and therefore denies them. 356. Tempest denies the allegations in paragraph 356. 2. 357. Misleading Use of "Cash EPS" as a Measure of Performance

Tempest admits that Qwest filed Forms 8-K on October 25, 2000 and January 30,

2002. Those public filings speak for themselves, and Tempest respectfully refers the Court to the full documents for a complete understanding of their contents. Tempest lacks sufficient

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knowledge or information to admit or deny any remaining allegations in paragraph 357, and therefore denies them. 358. 359. H. 360. Tempest denies the allegations in paragraph 358. Tempest denies the allegations in paragraph 359. The Full Extent of the Fraudulent Conduct at Qwest is Still Not Fully Known Tempest admits that Qwest filed a Form 10-Q on December 4, 2003. That

document speaks for itself, and Tempest refers the Court to the full document for a complete understanding of its contents. Tempest denies any remaining allegations in paragraph 360. 361. 362. Tempest denies the allegations in paragraph 361. Tempest admits that the Wall Street Journal published an article on October 13,

2003 in which Qwest is discussed. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 362, and therefore denies them. 363. Tempest lacks knowledge or information to admit or deny the allegations in

paragraph 363, and therefore denies them. VI. QWEST DEFENDANTS' MISREPRESENTATIONS 364. A. 365. Tempest denies the allegations in paragraph 364. Public Filings Tempest admits that Qwest filed various Forms 10-Q and 10-K in 1999-2002,

which public documents speak for themselves. Tempest denies the remaining allegations in paragraph 365.

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1. 366.

1999 Form 10-K

Tempest admits that Qwest filed a 10-K405 on March 17, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest denies any remaining allegations in paragraph 366, and therefore denies them. 367. Tempest admits that Qwest filed a 10-K405 on March 17, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 367, and therefore denies them. 368. Tempest denies the allegations in paragraph 368. 2. 369. First Quarter 2000 Form 10-Q

Tempest admits that Qwest filed a Form 10-Q on May 12, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 369, and therefore denies them. 370. Tempest admits that Qwest filed a Form 10-Q on May 12, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 370, and therefore denies them. 371. Tempest admits that Qwest filed a Form 10-Q on May 12, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a

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Case 1:01-cv-01451-REB-KLM

Document 835-2

Filed 10/04/2005

Page 25 of 25

complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 371, and therefore denies them. 372. Tempest denies the allegations in paragraph 372. 3. 373. Second Quarter 2000 Form 10-Q

Tempest admits that Qwest filed a Form 10-Q on August 11, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 373, and therefore denies them. 374. Tempest admits that Qwest filed a Form 10-Q on August 11, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 374, and therefore denies them. 375. Tempest admits that Qwest filed a Form 10-Q on August 11, 2000. That public

filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 375, and therefore denies them. 376. Tempest denies the allegations in paragraph 376. 4. 377. Third Quarter Form 10-Q

Tempest admits that Qwest filed a Form 10-Q on November 14, 2000. That

public filing speaks for itself, and Tempest respectfully refers the Court to the full document for a complete understanding of its contents. Tempest lacks sufficient knowledge or information to admit or deny any remaining allegations in paragraph 377, and therefore denies them.

50