Free Answer to Amended Complaint - District Court of Colorado - Colorado

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Case No. 04-cv-0782-REB-CBS TEACHERS' RETIREMENT SYSTEM OF LOUISIANA, the Retirement System for Teachers employed by the State of Louisiana, Plaintiff, v. QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware Corporation having its principal office and place of business in Denver, et al., Defendants.

QWEST COMMUNICATIONS INTERNATIONAL INC.'S ANSWER TO PLAINTIFF'S AMENDED COMPLAINT

Qwest Communications International Inc. respectfully submits the following Answer to Plaintiff's Amended Complaint ("Complaint"), filed July 26, 2004. Unless the context otherwise requires, the terms "Qwest" and the "Company" include Qwest and its consolidated subsidiaries. PRELIMINARY STATEMENT The Complaint consists of numerous allegations, spanning several years, many of which are directed at individuals and entities outside the Company's control. Many allegations are poorly defined and only generally dated or are lifted from various sources without attribution. Moreover, numerous paragraphs contain unintelligible statements that do not appear to be allegations of fact, or impermissibly contain conclusions of law to which no response is required. As a result, it is difficult to

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understand many of the allegations in the Complaint with sufficient clarity to allow a precise answer. Although Qwest has attempted to identify and respond to specific allegations in cases where they can be understood sufficiently to permit an answer, the Company is not certain that it can understand the exact nature of Plaintiff's allegations even in some of these instances. In addition, for documents that the Plaintiff does cite, Qwest respectfully refers the Court to the full document for a complete understanding of its content, while noting that many of the documents Plaintiff cites constitute inadmissible hearsay and do not offer competent evidence of any of the purported statements of fact they may contain. In addition to its numbered paragraphs, the Complaint contains various headings. No response is required to these conclusory statements. To the extent a response is required, Qwest specifically denies the truth of each statement contained in the headings. Finally, all allegations that are not expressly admitted are denied, and Qwest reserves the right to withdraw, amend, or modify its answers to the Complaint as later circumstances may warrant. ANSWER 1. No response is required to the statements in paragraph 1 as they are not

factual allegations. To the extent a response is required, Qwest denies the statements. 2. No response is required to the statement in paragraph 2 as it is not a

factual allegation. Except as specifically admitted above, Qwest denies the allegations in paragraph 2.

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3. 4.

Qwest denies the allegations in paragraph 3. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 4 to admit or deny them, and on that basis denies them. 5. The allegations in paragraph 5 are legal conclusions to which no response

is required. To the extent a response is required, Qwest notes that Plaintiff appears to quote from a United States Statute. Qwest respectfully refers the Court to the entire provision for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 5. 6. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 6 to admit or deny them, and on that basis denies them. 7. Qwest notes that its proper designation is Qwest Communications

International Inc., and admits that, so designated, it is a corporation duly organized and existing under the laws of the State of Delaware, with its principal office and place of business at 1801 California Street, Denver, Colorado 80202. Qwest admits that jurisdiction and venue are proper in this Court. Qwest denies the remaining allegations in paragraph 7. 8. Qwest admits that Qwest Capital Funding, Inc. is a wholly owned

subsidiary of Qwest Communications International, Inc. The remaining allegations in paragraph 8 are legal conclusions to which no response is required. To the extent a response is required, Qwest denies them. Except as specifically admitted above, Qwest denies the allegations in paragraph 8.

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9.

Qwest denies that Mr. Arnold is a defendant to this action. Qwest lacks

sufficient knowledge or information of the remaining allegations in the first sentence of paragraph 9 to admit or deny them, and on that basis denies them. Qwest denies the allegations in the second and third sentences of paragraph 9. Qwest admits that Mr. Arnold was employed by Qwest from June 1998 until January 2002, and served in various capacities, including as an Executive Vice President for Global Business sales. Except as specifically admitted above, Qwest denies the allegations in paragraph 9. 10. Qwest lacks sufficient knowledge or information of the allegations in the

first sentence of paragraph 10 to admit or deny them, and on that basis denies them. Qwest admits that Mr. Eveleth was employed by Qwest from July 1997 until December 2003, and served in various capacities, including as a Senior Vice President for Corporate Financial Planning and Operations Finance. Except as specifically admitted above, Qwest denies the allegations in paragraph 10. 11. Qwest denies that Mr. Graham is defendant in this action. Qwest lacks

sufficient knowledge or information of the remaining allegations in the first sentence of paragraph 11 to admit or deny them, and on that basis denies them. Qwest admits that Mr. Graham was employed by Qwest from June 1988 until August 2002, and served in various capacities including as a Senior Vice President for Finance. Except as specifically admitted above, Qwest denies the allegations in paragraph 11. 12. Qwest lacks sufficient knowledge or information of the allegations in the

first sentence of paragraph 12 to admit or deny them, and on that basis denies them. Qwest admits that Mr. Hutchins was employed by Qwest from September 1999 until

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October 2002, and served in various capacities, including as a Senior Director for Process Management. Except as specifically admitted above, Qwest denies the allegations in paragraph 12. 13. Qwest denies that Mr. Hall is a defendant in this litigation. Qwest admits

that Mr. Hall was employed by Qwest from August 2000 until March 2002, and served in various capacities, including as a Senior Vice President for Quality. Except as specifically admitted above, Qwest denies the allegations in paragraph 13. 14. Qwest lacks sufficient knowledge or information of the allegations in the

first sentence of paragraph 14 to admit or deny them, and on that basis denies them. Qwest admits that Mr. Treadway was employed by Qwest from April 2001 until May 2002, and served in various capacities, including as a Vice President for Corporate Accounting. Except as specifically admitted above, Qwest denies the allegations in paragraph 14. 15. Qwest lacks sufficient knowledge or information of the allegations in the

first sentence of paragraph 15 to admit or deny them, and on that basis denies them. Qwest admits that Mr. Walker was employed by Qwest from February 1998 until August 2002, and served in various capacities, including as a Vice President for Global Business sales. Except as specifically admitted above, Qwest denies the allegations in paragraph 15. 16. Qwest lacks sufficient knowledge or information of the statements in the

first sentence of paragraph 16 to admit or deny them, and on that basis denies them. Qwest admits that Mr. Weston was employed by Qwest from July 1997 until May 2002,

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including serving as a Senior Vice President for Global Business sales. Except as specifically admitted above, Qwest denies the allegations in paragraph 16. 17. 18. Qwest denies the allegations in paragraph 17. No response is required to the statements in paragraph 18 are not factual

allegations. To the extent a response is required, Qwest denies the statements in paragraph 18. 19. 20. Qwest denies the allegations in paragraph 19. The statements in paragraph 20 are legal conclusions to which no

response is required. To the extent a response is required, Qwest notes that Plaintiff appears to quote from a United States Statute. Qwest respectfully refers the Court to the entire provision for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the statements in paragraph 20. 21. 22. Qwest denies the allegations in paragraph 21. Qwest admits that it filed periodic public reports, issued press releases,

and engaged in other public communications. Except as specifically admitted above, Qwest denies the allegations in paragraph 22. 23. 24. 25. 26. Qwest denies the allegations in paragraph 23. Qwest denies the allegations in paragraph 24. Qwest denies the allegations in paragraph 25. The allegations in paragraph 26 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 26.

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27.

Qwest admits that there are other actions pending against it in various

courts. Except as specifically admitted above, Qwest denies the allegations in paragraph 27. 28. Qwest admits that twelve putative class actions have been consolidated

into a consolidated securities action pending in federal district court in Colorado. The first of these actions was filed on July 27, 2001. The pending actions are "putative" because a class has been alleged, but not certified. Until and unless a class has been certified by the court, it has not been established that the named plaintiffs represent the class of plaintiffs they purport to represent. Except as specifically admitted above, Qwest denies the allegations in paragraph 28. 29. Qwest admits that there are other actions pending against it in various

courts. Except as specifically admitted above, Qwest denies the allegations in paragraph 29. 30. Qwest admits that a putative class action captioned Passage, et al. v.

Qwest Communications International, Inc., et al. is pending in the County of Boulder District Court. Except as specifically admitted above, Qwest denies the allegations in paragraph 30. 31. Qwest admits that an action by Stichting Pensioenfonds ABP is pending in

federal district court in Colorado. Except as specifically admitted above, Qwest denies the allegations in paragraph 31.

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32.

Qwest admits that an action by the State Universities Retirement System

of Illinois is pending in the Circuit Court of Cook County, Illinois. Except as specifically admitted above, Qwest denies the allegations in paragraph 32. 33. Qwest admits that the Denver District Court entered an Order and Final

Judgment, effective June 15, 2004, approving the proposed settlement of the derivative lawsuit captioned Strauss v. Anschutz, et al. Except as specifically admitted above, Qwest denies the allegations in paragraph 33. 34. Qwest admits that on February 25, 2003, the Securities and Exchange

Commission filed a complaint against Messrs. Arnold, Eveleth, Graham, Hall, Hutchins, Treadway, Walker and Weston, and that this action is still pending against certain individuals. Except as specifically admitted above, Qwest denies the allegations in paragraph 34. 35. Qwest lacks sufficient knowledge or information of the statements in the

first sentence of paragraph 35 to admit or deny them, and on that basis denies them. Qwest admits that Messrs. Graham, Hall, Treadway, and Walker stood trial on corporate accounting fraud charges. Qwest further admits that Messrs. Walker and Treadway were acquitted of all charges. Qwest admits that the jury deadlocked on the charges against Mr. Hall and he later pleaded guilty to a charge of falsifying documents. Qwest further admits that the jury acquitted Mr. Graham on some charges, deadlocked on others, and that he later pleaded guilty to a charge of being an accessory after the fact to wire fraud. Except as specifically admitted above, Qwest denies the allegations in paragraph 35.

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36. 37.

Qwest denies the allegations in paragraph 36. Qwest admits that at various times in the past the Wall Street Journal has

published articles in which the Company's accounting practices were discussed. Qwest notes that the remaining allegations in paragraph 37 are so vague and ambiguous that Qwest is unable to ascertain their intended meaning and denies them on that basis. Except as specifically admitted above, Qwest denies the allegations in paragraph 37. 38. Qwest notes that the remaining allegations in paragraph 38 are so vague

and ambiguous that Qwest is unable to ascertain their intended meaning and denies them on that basis. 39. Qwest admits that on February 25, 2003, the Securities and Exchange

Commission filed a complaint against Messrs. Arnold, Eveleth, Graham, Hall, Hutchins, Treadway, Walker and Weston. Qwest respectfully refers the Court to the complete document for a proper understanding of its contents. Qwest denies the allegations in the second sentence of paragraph 39. Except as specifically admitted above, Qwest denies the allegations in paragraph 39. 40. 41. Qwest denies the allegations in paragraph 40. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 41 to admit or deny them, and on that basis denies them. 42. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 42 to admit or deny them, and on that basis denies them.

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43.

Qwest denies the allegations in the first sentence of paragraph 43. Qwest

lacks sufficient knowledge or information of the allegations in the list in paragraph 43 to admit or deny them, and on that basis denies them. 44. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 44 to admit or deny them, and on that basis denies them. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. Qwest denies the allegations in paragraph 45. Qwest denies the allegations in paragraph 46. Qwest denies the allegations in paragraph 47. Qwest denies the allegations in paragraph 48. Qwest denies the allegations in paragraph 49. Qwest denies the allegations in paragraph 50. Qwest denies the allegations in paragraph 51. Qwest denies the allegations in paragraph 52. Qwest denies the allegations in paragraph 53. Qwest denies the allegations in paragraph 54. Qwest denies the allegations in paragraph 55. Qwest denies the allegations in paragraph 56. The allegation that Qwest's securities are traded in an "efficient public

market" is a legal conclusion to which no response is required. To the extent a response is required, Qwest denies the allegations in paragraph 57.

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58.

Qwest notes that the statements in paragraph 58 are so vague and

ambiguous that Qwest is unable to ascertain the intended meaning and denies them on that basis. 59. Qwest notes that the statements in paragraph 59 are so vague and

ambiguous that Qwest is unable to ascertain the intended meaning and denies them on that basis. 60. 61. Qwest denies the allegations in paragraph 60. Qwest denies that the allegations in paragraph 61 contain a completely

accurate description of its current business. Qwest admits that at certain times in the past it provided communications, data, multimedia, and internet-based services on a national and international basis and wireless services, local telecommunications and related services, and directory services in a 14-state local service area, and currently provides certain of these services. Except as specifically admitted above, Qwest denies the allegations in paragraph 61. 62. Qwest admits that on July 18, 1999, the Company issued a press release

which announced that Qwest and U S WEST, Inc. entered into an "Agreement and Plan of Merger (the "Merger Agreement") providing for, among other things, the merger of U S WEST with and into Qwest, with Qwest as the surviving corporation." Qwest further admits that the merger with U S WEST was consummated on June 30, 2000. Except as specifically admitted above, Qwest denies the allegations in paragraph 62. 63. Qwest denies the allegations in paragraph 63.

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64.

Qwest denies the allegations in the first sentence of paragraph 64. Qwest

admits that the Company issued a press release on April 19, 2000. Qwest further admits that the Company filed a Form 10-Q with the SEC on May 12, 2000. Qwest respectfully refers the Court to the entire documents for a complete understanding of their content. Except as specifically admitted above, Qwest denies the allegations in paragraph 64. 65. Qwest admits that in the April 19, 2000 press release, the Company

reported total revenue of $1.22 billion dollars for the first quarter 2000. Qwest denies the allegation in the second sentence of paragraph 65. Except as specifically admitted above, Qwest denies the allegations in paragraph 65. 66. Qwest admits that the Company issued a press release on July 19, 2000,

and filed a Form 10-Q with the SEC on August 11, 2000, in which the Company reported total revenue of $1.28 billion dollars for the second quarter of 2000. Except as specifically admitted above, Qwest denies the allegations in paragraph 66. 67. Qwest denies the allegations in the first sentence of paragraph 67. Qwest

admits that the Company issued a press release on October 24, 2000. Qwest further admits that the Company filed a Form 10-Q with the SEC on November 14, 2000. Qwest respectfully refers the Court to the entire documents for a complete understanding of their content. Except as specifically admitted above, Qwest denies the allegations in paragraph 67. 68. Qwest denies the allegations in paragraph 68.

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69.

Qwest denies the allegations in the first sentence of paragraph 69. Qwest

admits that the Company issued a press release on January 24, 2001. Qwest further admits that the Company filed a form 10-K with the SEC on March 16, 2001. Qwest respectfully refers the Court to the entire documents for a complete understanding of their content. Except as specifically admitted above, Qwest denies the allegations in paragraph 69. 70. Qwest admits that the January 24, 2001 press release and the March 16,

2001 Form 10-Q reported revenue of $5.02 billion for the fourth quarter of 2000. Qwest denies the allegations in the second sentence of paragraph 70. Except as specifically admitted above, Qwest denies the allegations in paragraph 70. 71. Qwest denies the allegations in the first sentence of paragraph 71. Qwest

admits that the Company issued a press release on April 24, 2001. Qwest further admits that the Company filed a Form 10-Q with the SEC on May 15, 2001. Qwest respectfully refers the Court to the entire documents for a complete understanding of their content. Except as specifically admitted above, Qwest denies the allegations in paragraph 71. 72. 73. Qwest denies the allegations in paragraph 72. Qwest denies the allegations in the first sentence of paragraph 73. Qwest

admits that the Company issued a press release on July 24, 2001. Qwest further admits that the Company filed a Form 10-Q with the SEC on August 14, 2001. Qwest respectfully refers the Court to the entire documents for a complete understanding of

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their content. Except as specifically admitted above, Qwest denies the allegations in paragraph 73. 74. 75. Qwest denies the allegations in paragraph 74. Qwest denies the allegations in the first sentence of paragraph 75. Qwest

admits that the Company issued a press release on October 31, 2001. Qwest further admits that the Company filed a Form 10-Q with the SEC on November 14, 2001. Qwest respectfully refers the Court to the entire documents for a complete understanding of their content. Except as specifically admitted above, Qwest denies the allegations in paragraph 75. 76. Qwest notes the allegations in the first sentence of paragraph 76 are so

vague and ambiguous that Qwest is unable to ascertain their intended meaning and denies them on that basis. Qwest denies the remaining allegations in paragraph 76. 77. 78. Qwest denies the allegations in paragraph 77. Qwest admits that it issued a press release on January 29, 2002, which

stated in part that "[f]or the full year [2001], reported revenue increased approximately four percent to $19.74 billion." Qwest denies the allegations in the second sentence of paragraph 78. Except as specifically admitted above, Qwest denies the allegations in paragraph 78. 79. Qwest admits that on February 13, 2002, the Wall Street Journal

published an article in which the Company was discussed. Except as specifically admitted above, Qwest denies the allegations in paragraph 79. 80. Qwest denies the allegations in paragraph 80.

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81. 82. 83.

Qwest denies the allegations in paragraph 81. Qwest denies the allegations in paragraph 82. Qwest admits that its common stock has been traded on the New York

Stock Exchange since January 2000. The allegations in paragraph 83 concerning "the market value of publicly traded stock" are legal conclusions to which no response is required. Except as specifically admitted above and to the extent a response is required, Qwest denies the remaining allegations in paragraph 83. 84. Qwest notes that the statement in paragraph 84 is so vague and

ambiguous that Qwest is unable to ascertain the intended meaning and denies the statement on that basis. 85. 86. 87. 88. 89. 90. Qwest denies the allegations in paragraph 85. Qwest denies the allegations in paragraph 86. Qwest denies the allegations in paragraph 87. Qwest denies the allegations in paragraph 88. Qwest denies the allegations in paragraph 89. Qwest admits that during the third quarter of 2000, it entered into an

arrangement with Genuity in which it sold certain equipment to Genuity and that Qwest agreed to provide services to Genuity. Except as specifically admitted above, Qwest denies the allegations in paragraph 90. 91. No response is required to the incomplete statement in paragraph 91. To

the extent a response is required, Qwest denies the statement in paragraph 91.

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92.

Qwest admits that prior to the merger between Qwest and U S WEST,

Genuity had a contract with U S WEST and that, at some point during the pendency of contract, Genuity sough to obtain lower pricing on some of the services it was receiving. Except as specifically admitted above, Qwest denies the allegations in paragraph 92. 93. Qwest notes that the allegations in paragraph 93 are vague and

ambiguous, but Qwest admits that at times in the past, it has conducted negotiations with Genuity. Except as specifically admitted above, Qwest denies the allegations in paragraph 93. 94. Qwest notes that the allegations in paragraph 94 are so vague and

ambiguous that Qwest is unable to ascertain their intended meaning, and denies them on that basis. 95. 96. 97. 98. Qwest denies the allegations in paragraph 95. Qwest denies the allegations in paragraph 96. Qwest denies the allegations in paragraph 97. Qwest admits that on September 14, 2000, an email appears to have

been sent from the account of a Qwest employee to the accounts of other Qwest employees that discusses the Genuity transaction. Qwest respectfully refers the Court to the entire document for a complete understanding of its content. Except as specifically admitted above, denies the allegations in paragraph 98. 99. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 99 to admit or deny them, and on that basis denies them.

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100.

Qwest lacks sufficient knowledge or information of the allegations in

paragraph 100 to admit or deny them, and on that basis denies them. 101. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 101 to admit or deny them, and on that basis denies them. 102. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 102 to admit or deny them, and on that basis denies them. 103. Qwest admits that it agreed to pay a $4 million signing premium on or

before December 31, 2000, in consideration for Genuity's execution of the agreement during the month of September 2000. Qwest lacks sufficient knowledge or information to admit or deny the allegations in the second sentence of paragraph 103, and on that basis denies them. Except as specifically admitted above, Qwest denies the allegations in paragraph 103. 104. 105. Qwest denies the allegations in paragraph 104. Qwest admits that Mr. Weston approved shipping equipment to Genuity by

air freight. Except as specifically admitted above, Qwest denies the allegations in paragraph 105. 106. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 106 to admit or deny them, and on that basis denies them. 107. The allegations in paragraph 107 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 107.

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108.

Qwest lacks sufficient knowledge or information of the allegations in

paragraph 108 to admit or deny them, and on that basis denies them. 109. 110. 111. 112. Qwest denies the allegations in paragraph 109. Qwest denies the allegations in paragraph 110. Qwest denies the allegations in paragraph 111. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to Genuity. Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 112. 113. 114. Qwest denies the allegations in paragraph 113. Qwest notes that the allegations in paragraph 114 are so vague and

ambiguous that Qwest is unable to ascertain the intended meaning, and denies them on that basis. 115. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to Genuity. Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 115. 116. 117. 118. Qwest denies the allegations in paragraph 116. Qwest denies the allegations in paragraph 117. Qwest notes that the statement in paragraph 118 is so vague and

ambiguous that Qwest is unable to ascertain the intended meaning, and denies the statement on that basis.

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119. 120. 121.

Qwest denies the allegations in paragraph 119. Qwest denies the allegations in paragraph 120. Plaintiff makes broad and incomplete allegations regarding requirements

under GAAP in the first sentence of paragraph 121. In response, Qwest respectfully refers the Court to the complete set of GAAP provisions for an understanding of its contents and requirements. Qwest denies the remaining allegations in paragraph 121. 122. 123. 124. 125. 126. Qwest denies the allegations in paragraph 122. Qwest denies the allegations in paragraph 123. Qwest denies the allegations in paragraph 124. Qwest denies the allegations in paragraph 125. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to Genuity. Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 126. 127. 128. Qwest denies the allegations in paragraph 127. Qwest notes that the statement in paragraph 128 is so vague and

ambiguous that Qwest is unable to ascertain the intended meaning, and denies the statement on that basis. 129. Plaintiff makes broad and incomplete allegations regarding requirements

under GAAP. In response, Qwest respectfully refers the Court to the complete set of GAAP provisions for an understanding of its contents and requirements. Qwest admits that it entered into an Out-Of-Region Integrated Network Solution Purchase Agreement

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with Genuity which states in part that "[a]s custodian of the NAS Equipment, Qwest shall be responsible for safeguarding and protecting such NAS equipment from and against all risks of destruction or damage, failures, whether functional, operational or otherwise, and any costs, expenses and liabilities arising therefrom." Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 129. 130. 131. Qwest denies the allegations in paragraph 130. Qwest admits that in September 2000 it entered into an Out-of-Region

Integrated Network Solution Purchase Agreement with Genuity. Qwest respectfully refers the Court to the full document for a complete understanding of its content. Qwest lacks sufficient knowledge or information of the remaining allegations in paragraph 131 to admit or deny them, and on that basis denies them. Except as specifically admitted above, Qwest denies the allegations in paragraph 131. 132. 133. 134. 135. 136. 137. Qwest denies the allegations in paragraph 132. Qwest denies the allegations in paragraph 133. Qwest denies the allegations in paragraph 134. Qwest denies the allegations in paragraph 135. Qwest denies the allegations in paragraph 136. Qwest admits it filed a From 10-Q with the SEC on November 14, 2000,

which reported a net loss of $248 million for the three months ended September 30, 2000, and net earnings of $36 million for the nine months ended September 30, 2000. Except as specifically admitted above, Qwest denies the allegations in paragraph 137.

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138.

Qwest admits it filed a Form 8-K with the SEC on October 25, 2000, which

reported EBITDA of $1.864 billion for the three months ended September 30, 2000, and EBITDA of $5.382 billion for the nine months ended September 30, 2000. Except as specifically admitted above, Qwest denies the allegations in paragraph 138. 139. 140. 141. Qwest denies the allegations in paragraph 139. Qwest denies the allegations in paragraph 140. Qwest admits that in January 2001, it entered into an agreement with the

Arizona School Facilities Board for the design and implementation of a statewide school network. Qwest further admits that in January 2001, it received a purchase order from ASFB for a maximum amount of $100 million for the design and implementation of a statewide school network. Qwest further admits that the purchase order states in part that "Qwest will provide all Arizona school districts served by the School Facilities Board with the availability of a converged, seamless network with end-to-end quality and class of service within 24 months after receipt of purchase order." Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 141. 142. Qwest admits that according to the minutes of the Arizona School

Facilities Board, a meeting of the Guidelines/Assessment Committee was held on February 1, 2001, at which the School Facilities Board granted approval to the purchase order. Except as specifically admitted above, Qwest denies the allegations in paragraph 142.

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143.

Qwest admits that on April 26, 2001, it issued a purchase order to Cisco

Systems for approximately $30 million of equipment for the ASFB project. Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 143. 144. 145. Qwest denies the allegations in paragraph 144. Qwest lacks sufficient knowledge or information of the allegation in

paragraph 145 to admit or deny it, and on that basis, denies the allegation. 146. 147. Qwest admits the allegations in paragraph 146. Qwest admits that the process of shipping equipment continued through

June 2001. Except as specifically admitted above, Qwest lacks sufficient knowledge or information of the allegation in paragraph 147 to admit or deny it, and on that basis, denies the allegation. 148. 149. 150. Qwest denies the allegations in paragraph 148. Qwest denies the allegations in paragraph 149. Qwest lacks sufficient knowledge or information of the allegation in

paragraph 150 to admit or deny it, and on that basis, denies the allegation. 151. 152. 153. 154. Qwest denies the allegations in paragraph 151. Qwest denies the allegations in paragraph 152. Qwest denies the allegations in paragraph 153. Plaintiff makes broad and incomplete allegations regarding requirements

under GAAP. In response, Qwest respectfully refers the Court to the complete set of

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GAAP provisions for an understanding of its contents and requirements. Except as stated above, Qwest denies the allegations in paragraph 154. 155. Qwest admits that on June 23, 2001, an email appears to have been sent

from the account of Bryan Treadway, which also appears to have been forwarded to the accounts of Grant Graham and Doug Hutchins, stating in part that "Please understand that bill-and-hold transactions come under very close scrutiny and each of the accounting criteria need to be strictly adhered to." Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 155. 156. 157. Qwest denies the allegations in paragraph 156. Qwest admits that on June 23, 2001, an email appears to have been sent

from the account of Bryan Treadway, which also appears to have been forwarded to the accounts of Grant Graham and Doug Hutchins, stating in part that "Generally, I am concerned principally in ensuring that facts hang together . . . I am very supportive in making this deal work, and want to help you structure such a deal that will get us revenue recognition." Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 157. 158. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 158 to admit or deny them, and on that basis denies them. 159. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 159 to admit or deny them, and on that basis denies them.

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160. 161. 162. 163. 164.

Qwest denies the allegations in paragraph 160. Qwest denies the allegations in paragraph 161. Qwest denies the allegations in paragraph 162. Qwest denies the allegations in paragraph 163. Qwest admits that on June 14, 2001, an email appears to have been sent

from the account of John Walker to the accounts of Grant Graham, Tom Hall, Doug Hutchins and others stating in part that, "Regardless of whether or not Cisco has enough inventory to fulfill this order, we need to get buy-in from Dr. Geiger to agree to take title and pay for the equipment." Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 164. 165. Qwest admits that on June 15, 2001, an email appears to have been sent

from the account of Ron Carrington to the accounts of Grant Graham, Tom Hall, Doug Hutchins and others stating in part that, "We will need to guarantee the SFB that in no event shall they be held responsible for loss, theft, or damage to the equipment. . . We need to guarantee that any unused equipment remaining after the SFB project, can be returned for full credit by the SFB." Qwest respectfully refers the Court to the full document for a complete understanding of its content. Qwest lacks sufficient knowledge or information of the remaining allegations in paragraph 165 to admit or deny them, and on that basis denies them. 166. Plaintiff makes broad and incomplete allegations regarding requirements

under GAAP. In response, Qwest respectfully refers the Court to the complete set of

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GAAP provisions for an understanding of its contents and requirements. Except as specifically stated above, Qwest denies the allegations in paragraph 166. 167. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 167 to admit or deny them, and on that basis denies them. 168. Qwest lacks sufficient knowledge or information of the allegation in

paragraph 168 to admit or deny, and on that basis denies the allegation. 169. Qwest admits that on June 20, 2001, an email appears to have been sent

from the account of Doug Hutchins to the accounts of Grant Graham, Tom Hall, and John Walker stating in part that, "Per the attached, corporate accounting is not agreeing that we should be able to recognize revenue on SFB. They have initially shot down a couple of the creative ways we have been working on this." Qwest further admits that on June 20, 2001, this email appears to have been forwarded from the account of Tom Hall to the accounts of Joel Arnold and Beth McAninch. Qwest respectfully refers the Court to the documents for a complete understanding of their contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 169. 170. Qwest lacks sufficient knowledge or information of the allegation in

paragraph 170 to admit or deny, and on that basis denies the allegation. 171. Qwest admits that it appears that Tom Hall signed two letter agreements

between Qwest and the Arizona School Facilities Board. Qwest respectfully refers the Court to the documents for a complete understanding of their contents. Qwest lacks sufficient knowledge or information of the remaining allegations in paragraph 171 to

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admit or deny them, and on that basis denies them. Except as specifically admitted above, Qwest denies the allegations in paragraph 171. 172. Qwest admits that on June 20 and June 28, 2001, emails appear to have

been sent from the account of Doug Hutchins attaching drafts of a letter to be sent from the Arizona School Facilities Board to Qwest and dated June 27, 2001. Qwest lacks sufficient knowledge or information of the remaining allegations in paragraph 172 to admit or deny them, and on that basis denies them. Except as specifically admitted above, Qwest denies the allegations in paragraph 172. 173. Qwest lacks sufficient knowledge or information of the allegations in the

paragraph 173 to admit or deny them, and on that basis denies them. 174. Qwest admits that it appears that Tom Hall signed two letter agreements

between Qwest and the Arizona School Facilities Board on June 29, 2001. Qwest respectfully refers the Court to the documents for a complete understanding of their contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 174. 175. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 175 to admit or deny them, and on that basis denies them. 176. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 176 to admit or deny them, and on that basis denies them. 177. Qwest lacks sufficient knowledge or information of the allegations in

paragraph 177 to admit or deny them, and on that basis denies them.

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178.

Qwest lacks sufficient knowledge or information of the allegations in

paragraph 178 to admit or deny them, and on that basis denies them. 179. Qwest lacks sufficient knowledge or information of the allegation in

paragraph 179 to admit or deny, and on that basis denies the allegation. 180. Qwest admits that it appears that the Arizona School Facilities Board sent

a letter to Tom Hall dated July 2, 2001. Qwest respectfully refers the Court to the document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 180. 181. Plaintiff makes broad and incomplete allegations regarding requirements

under GAAP. In response, Qwest respectfully refers the Court to the complete set of GAAP provisions for an understanding of its contents and requirements. Except as specifically stated above, Qwest denies the allegations in paragraph 181. 182. Qwest admits that it appears that Tom Hall sent a letter to the Arizona

School Facilities Board dated July 11, 2001. Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 182. 183. Qwest lacks sufficient knowledge or information of the allegation in the

first sentence of paragraph 183 to admit or deny, and on that basis denies the allegation. Qwest admits that it appears that Tom Hall sent a letter to the Arizona School Facilities Board dated July 11, 2001. Qwest respectfully refers the Court to the full document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 183.

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184.

Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to the Arizona School Facilities Board, and which stated in part that the Company "determined that that equipment transaction had been incorrectly recorded as a `bill and hold' transaction because we had not received any payments for the equipment and there was no binding obligation to pay in 2001, despite documentation to the contrary." Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 184. 185. 186. 187. Qwest denies the allegations in paragraph 185. Qwest denies the allegations in paragraph 186. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to the Arizona School Facilities Board, and which stated in part that "[i]n the fourth quarter of 2001, [the Company] began recognizing revenue and cost of sales using the percentage-of-completion method of accounting." Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 187. 188. 189. Qwest denies the allegations in paragraph 188. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to the Arizona School Facilities Board, and which stated in part that "[i]n the fourth quarter of 2001, [the Company] determined that the Arizona arrangement should have been accounted for using long-

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term contract accounting and we reversed all of the previously recognized revenue and cost of sales. As a result, in the fourth quarter of 2001, [the Company] began recognizing revenue and cost of sales using the percentage-of-completion method of accounting." Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 189. 190. 191. Qwest denies the allegations in paragraph 190. Qwest admits that in a press release dated July 24, 2001, it reported that

total revenue for the second quarter 2001 grew by 12.2 percent to $5.22 billion. Qwest respectfully refers the Court to the entire document for a complete understanding of its content. Except as specifically admitted above, Qwest denies the allegations in paragraph 191. 192. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to the Arizona School Facilities Board, and which stated in part that "[d]uring the second quarter of 2001, [the Company] recognized revenue of $36 million and cost of sales of $28 million related to certain equipment to be installed in connection with this arrangement." Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Qwest admits that reducing the reported revenue for the second quarter of 2001 by those amounts would have resulted in revenue growth of approximately 11.5%, absent revenue from other transactions and assuming no other changes in the Company's

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revenue for that quarter or the preceding quarter. Except as specifically admitted above, Qwest denies the allegations in paragraph 192. 193. 194. Qwest denies the allegations in paragraph 193. Qwest admits that it filed a Form 10-K dated October 16, 2003, which

discussed accounting for certain equipment sales to the Arizona School Facilities Board, and which stated in part that "[i]n the fourth quarter of 2001, [the Company] determined that the Arizona arrangement should have been accounted for using longterm contract accounting and we reversed all of the previously recognized revenue and cost of sales. As a result, in the fourth quarter of 2001, [the Company] began recognizing revenue and cost of sales using the percentage-of-completion method of accounting. In applying this method, an assumption was made that the total amount of revenue to be received upon contract completion would be substantially greater than the $100 million purchase order amount. We have reviewed this assumption during our internal analysis and found it to be incorrect. We also discovered additional errors related to the Arizona transaction in our previously issued consolidated financial statements resulting in misstatements of revenue and cost of sales in 2001. As a result, [Qwest has] recorded net restatement adjustments that reduce previously reported 2001 revenue by $24 million and cost of sales by $1 million." Qwest respectfully refers the Court to the full document for a complete understanding of its contents. Except as specifically admitted above, Qwest denies the allegations in paragraph 194. COUNT I 195. Qwest repeats its answers to paragraphs 1 through 194.

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196.

Qwest admits that Plaintiff purports to bring this claim pursuant to Section

10(b) of the Securities Act of 1934 and the Rules and Regulations of the SEC. Except as specifically admitted above and to the extent a response is required, Qwest denies the allegations in paragraph 196. 197. The allegations in paragraph 197 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 197. 198. 199. 200. Qwest admits the allegation in paragraph 198. Qwest admits the allegation in paragraph 199. No response is required as the allegations are directed at other

Defendants. To the extent a response is required, Qwest denies the allegations in paragraph 200. 201. No response is required as the allegations are directed at other

Defendants. To the extent a response is required, Qwest denies the allegations in paragraph 201. 202. No response is required as the allegations are directed at other

Defendants. To the extent a response is required, Qwest denies the allegations in paragraph 202. 203. 204. Qwest denies the allegations in paragraph 203. The allegations in paragraph 204 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to cite to a United States Statute. Qwest respectfully refers the Court to the complete Statute for an

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understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 204. 205. The allegations in paragraph 205 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 205. 206. 207. 208. 209. 210. 211. Qwest denies the allegations in paragraph 206. Qwest denies the allegations in paragraph 207. Qwest denies the allegations in paragraph 208. Qwest denies the allegations in paragraph 209. Qwest denies the allegations in paragraph 210. As Qwest is entitled to judgment in its favor as a matter of law, Plaintiff is

not entitled to a trial by jury. COUNT II 212. 213. Qwest repeats its answers to paragraphs 1 through 194. No response is required to the allegations in paragraph 213 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 213. 214. No response is required to the allegations in paragraph 214 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 214.

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215.

No response is required to the allegations in paragraph 215 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 215. 216. No response is required to the allegations in paragraph 216 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 216. 217. No response is required to the allegations in paragraph 217 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 217. 218. No response is required to the allegations in paragraph 218 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 218. 219. No response is required to the allegations in paragraph 219 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 219. 220. No response is required to the allegations in paragraph 220because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 220. 221. No response is required to the allegations in paragraph 221 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 221.

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222.

No response is required to the allegations in paragraph 222 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 222. 223. No response is required to the allegations in paragraph 223 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 223. 224. No response is required to the allegations in paragraph 224 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 224. 225. No response is required to the allegations in paragraph 225 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 225. 226. No response is required to the allegations in paragraph 226 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 226. 227. No response is required to the allegations in paragraph 227 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 227. 228. No response is required to the allegations in paragraph 228 because the

Court dismissed Count 2 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 228.

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229.

Plaintiff is not entitled to a trial by jury because the Court dismissed Count

2 in its Order dated September 23, 2005. COUNT III 230. 231. Qwest repeats its answers to paragraphs 1 through 229. No response is required to the allegations in paragraph 231 because the

Court dismissed Count 3 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 231. 232. No response is required to the allegations in paragraph 232 because the

Court dismissed Count 3 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 232. 233. No response is required to the allegations in paragraph 233 because the

Court dismissed Count 3 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 233. 234. Plaintiff is not entitled to a trial by jury because the Court dismissed Count

3 in its Order dated September 23, 2005. COUNT IV 235. 236. Qwest repeats its answers to paragraphs 1 through 194. Qwest admits that Plaintiff purports to bring this claim based on the

doctrine of "pendent jurisdiction." Except as explicitly admitted above and, to the extent a response is required, Qwest denies the remaining allegations in paragraph 236.

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237.

The allegations in paragraph 237 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 237. 238. The allegations in paragraph 238 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 238. 239. The allegations in paragraph 239 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 239. 240. 241. 242. 243. 244. Qwest denies the allegations in paragraph 240. Qwest denies the allegations in paragraph 241. Qwest denies the allegations in paragraph 242. Qwest denies the allegations in paragraph 243. The allegations in paragraph 244 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to cite to a Colorado Statute. Qwest respectfully refers the Court to the complete Statute for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 244. 245. 246. Qwest denies the allegations in paragraph 245. The allegations in paragraph 246 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 246.

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247.

The allegations in paragraph 247 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 247. 248. Qwest admits that a class has not yet been certified in the consolidated

putative class action pending in federal district court. Qwest lacks sufficient knowledge or information of the remaining allegations of paragraph 248 to admit or deny them, and on that basis denies them. 249. 250. Qwest denies the allegations in paragraph 249. The allegations in paragraph 250 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 250. 251. The allegations in paragraph 251 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 251. 252. The allegations in paragraph 252 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 252. 253. The allegations in paragraph 253 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to quote from a United States Statute. Qwest respectfully refers the Court to the complete Statute for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 253.

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254.

The allegations in paragraph 254 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to quote from a United States Statute. Qwest respectfully refers the Court to the complete Statute for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 254. 255. The allegations in paragraph 255 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 255. 256. The allegations in paragraph 256 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to quote from a Colorado Statute. Qwest respectfully refers the Court to the complete Statute for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 256. 257. 258. 259. Qwest denies the allegations in paragraph 257. Qwest denies the allegations in paragraph 258. The allegations in paragraph 259 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to cite to a Colorado Statute. Qwest respectfully refers the Court to the complete Statute for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 259.

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260.

The allegations in paragraph 260 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 260. 261. The allegations in paragraph 261 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 261. 262. The allegations in paragraph 262 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 262. 263. The allegations in paragraph 263 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 263. 264. The allegations in paragraph 264 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 264. 265. The allegations in paragraph 265 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to cite to a United States Supreme Court case. Qwest respectfully refers the Court to the complete text of the decision for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 265. 266. As Qwest is entitled to judgment in its favor as a matter of law, Plaintiff is

not entitled to a trial by jury.

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COUNT V 267. 268. Qwest repeats its answers to paragraphs 1 through 194. Qwest admits that Plaintiff purports to bring this claim based on the

doctrine of "pendent jurisdiction." Except as so stated, to the extent a response is required, Qwest denies the allegations in paragraph 268. 269. The allegations in paragraph 269 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 269. 270. The allegations in paragraph 270 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 270. 271. The allegations in paragraph 271 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 271. 272. 273. 274. Qwest denies the allegations in paragraph 272. Qwest denies the allegations in paragraph 273. The allegations in paragraph 274 are legal conclusions to which no

response is required. Qwest notes that Plaintiff purports to cite to a Colorado Statute. Qwest respectfully refers the Court to the complete statute for an understanding of its content. To the extent a response is required, Qwest denies the allegations in paragraph 274.

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275.

The allegations in paragraph 275 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 275. 276. 277. 278. 279. Qwest denies the allegations in paragraph 276. Qwest denies the allegations in paragraph 277. Qwest denies the allegations in paragraph 278. The allegations in paragraph 279 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 279. 280. The allegations in paragraph 280 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 280. 281. 282. 283. Qwest denies the allegations in paragraph 281. Qwest denies the allegations in paragraph 282. Qwest admits that Plaintiff purports to bring this claim pursuant to the

Colorado State Law relating to negligent misrepresentation. Except as explicitly admitted above and to the extent a response is required, Qwest denies the allegations in paragraph 283. 284. The allegations in paragraph 284 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 284.

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285.

The allegations in paragraph 285 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 285. 286. The allegations in paragraph 286 are legal conclusions to which no

response is required. To the extent a response is required, Qwest denies the allegations in paragraph 286. 287. 288. Qwest denies the allegations in paragraph 287. As Qwest is entitled to judgment in its favor as a matter of law, Plaintiff is

not entitled to a trial by jury. COUNT VI 289. 290. Qwest repeats its answers to paragraphs 1 through 194. No response is required to the allegations in paragraph 290 because the

Court dismissed Count 6 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 290. 291. No response is required to the allegations in paragraph 291 because the

Court dismissed Count 6 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 291. 292. No response is required to the allegations in paragraph 292 because the

Court dismissed Count 6 in its Order dated September 23, 2005. To the extent a response is required, Qwest denies the allegations in paragraph 292.

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293.

No response is required to the allegations in paragraph 293 because the

Court dismissed Count 6 in its Order dated September 23, 2005. To the extent a response is req