Exhibit 99c

TW WIRELESS, L.L.C.

Financial Statements

As Of December 31, 2001 And 2000

Together With Report Of Independent Public Accountants

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Members

of TW Wireless, L.L.C.:

We have audited the accompanying balance sheets of TW Wireless, L.L.C. as of December 31, 2001 and 2000, and the related statements of operations, members' equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TW Wireless, L.L.C. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.





/s/ Arthur Andersen LLP

Denver, Colorado,

March 8, 2002.

|TW WIRELESS, L.L.C.                                                                                   
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|BALANCE SHEETS                                                                                        
|                                                                                                      
|AS OF DECEMBER 31, 2001 AND 2000                                                                      
|(in thousands, except unit amounts)                                                                   
|                                                                                                      
|ASSETS                                                                                                
|                                                                                                      
|                                                                                                      
|CURRENT ASSETS:                                                                                       
|Cash                                                                                                  
|Accounts receivable-                                                                                  
|Trade receivables due from related party, net of allowance for
			doubtful accounts of $1,205 and $162
|Earned unbilled revenue                                                                               
|Total accounts receivable, net                                                                        
|Deferred customer activation costs                                                                    
|Total current assets                                                                                  
|                                                                                                      
|PROPERTY, PLANT AND EQUIPMENT, net                                                                    
|                                                                                                      
|INTANGIBLE ASSETS, net                                                                                
|OTHER                                                                                                 
|Total assets                                                                                          
|                                                                                                      
|LIABILITIES AND MEMBERS' EQUITY                                                                       
|                                                                                                      
|CURRENT LIABILITIES:                                                                                  
|Trade payables and other accrued liabilities                                                          
|Amounts due to Members and related parties                                                            
|Deferred customer activation revenues                                                                 
|Total current liabilities                                                                             
|                                                                                                      
|COMMITMENTS AND CONTINGENCIES (Note 5)                                                                
|                                                                                                      
|MEMBERS' EQUITY:                                                                                      
|Class A Member Units, 631 units authorized, 449 and 206 units
		issued and outstanding, respectively  
|Class B Member Units, 250 units authorized, 164 and 75 units
		issued and outstanding, respectively   
|Accumulated deficit                                                                                   
|Total Members' equity                                                                                 
|Total liabilities and Members' equity                                                                 
|                                                                                                      
|The accompanying notes to financial statements are an integral part of these balance sheets.          

|TW WIRELESS, L.L.C.                                                                    
|---------------------------------------------------------------------------------------
|                                                                                       
|STATEMENTS OF OPERATIONS                                                               
|                                                                                       
|FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000                                         
|(in thousands)                                                                         
|                                                                                       
|                                                                                       
|                                                                                       
|REVENUES                                                                               
|                                                                                       
|OPERATING EXPENSES:                                                                    
|Cost of services and products                                                          
|Selling, general and administrative                                                    
|Depreciation                                                                           
|Amortization                                                                           
|                                                                                       
|Total operating expenses                                                               
|                                                                                       
|Loss from operations                                                                   
|                                                                                       
|OTHER INCOME (EXPENSE):                                                                
|Interest income                                                                        
|Other (expense) income                                                                 
|                                                                                       
|Total other (expense) income                                                           
|                                                                                       
|Net loss                                                                               
|                                                                                       
|The accompanying notes to financial statements are an integral part of these statements





|TW WIRELESS, L.L.C.                                                                     
|----------------------------------------------------------------------------------------
|                                                                                        
|                                                                                        
|STATEMENTS OF MEMBERS' EQUITY                                                           
|FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000                                          
|(in thousands, except unit amounts)                                                     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Balance, January 1, 2000                                                                
|                                                                                        
|Cash capital contributions                                                              
|Share of net loss                                                                       
|                                                                                        
|Balance, December 31, 2000                                                              
|                                                                                        
|Cash capital contributions                                                              
|Share of net loss                                                                       
|                                                                                        
|Balance, December 31, 2001                                                              
|                                                                                        
|The accompanying notes to financial statements are an integral part of these statements.



|TW WIRELESS, L.L.C.                                                                     
|----------------------------------------------------------------------------------------
|                                                                                        
|STATEMENTS OF CASH FLOWS                                                                
|                                                                                        
|FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000                                          
|(in thousands)                                                                          
|                                                                                        
|                                                                                        
|                                                                                        
|OPERATING ACTIVITIES:                                                                   
|Net loss                                                                                
|Adjustments to reconcile net loss to net cash flows from operating	activities-          
|Depreciation and amortization                                                           
|Provision for doubtful accounts                                                         
|Changes in operating assets and liabilities-                                            
|Accounts receivable                                                                     
|Other assets                                                                            
|Accounts payable and other accrued liabilities                                          
|Amounts due to Members                                                                  
|                                                                                        
|Cash used for operating activities                                                      
|                                                                                        
|INVESTING ACTIVITIES:                                                                   
|Purchase of property and equipment                                                      
|Purchase of PCS spectrum licenses                                                       
|                                                                                        
|Cash used for investing activities                                                      
|                                                                                        
|FINANCING ACTIVITIES:                                                                   
|Contributions from Members                                                              
|                                                                                        
|Cash provided by financing activities                                                   
|                                                                                        
|NET INCREASE (DECREASE) IN CASH AND CASH
	EQUIVALENTS                                   
|                                                                                        
|CASH AND CASH EQUIVALENTS, at beginning of year                                         
|                                                                                        
|CASH AND CASH EQUIVALENTS, at end of year                                               
|                                                                                        
|The accompanying notes to financial statements are an integral part of these statements.



TW WIRELESS, L.L.C.



NOTES TO FINANCIAL STATEMENTS



FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

(Dollars in thousands)



1. ORGANIZATION AND NATURE OF BUSINESS:
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
3. PROPERTY, PLANT AND EQUIPMENT:



|                                        | Useful Life
(in Years) | 2001     | 2000    
|--------------------------------------- | ---------------------- | -------- | --------
|                                        |                        |          |         
|Wireless cell sites and other equipment | 11-14                  | $	35,924 | $	15,834
|Plant under construction                | -                      | 11,776   | 18,108  
|                                        |                        |          |         
|Property, plant and equipment           |                        | 47,700   | 33,942  
|                                        |                        |          |         
|Less:  Accumulated depreciation         |                        | (2,360)  | (286)   
|                                        |                        |          |         
|Property, plant and equipment, net      |                        | $	45,340 | $	33,656



Intangible assets consisted of the following as of December 31, 2001 and 2000:



|                                          | 2001     | 2000    
|----------------------------------------- | -------- | --------
|                                          |          |         
|PCS spectrum licenses in use              | $	9,481  | $	5,036 
|PCS spectrum licenses held for future use | 2,215    | 5,327   
|                                          |          |         
|Gross intangible assets                   | 11,696   | 10,363  
|                                          |          |         
|Less:  Accumulated amortization           | (255)    | (47)    
|                                          |          |         
|Intangible assets, net                    | $	11,441 | $	10,316



Litigation, Claims and Assessments

Various suits arising in the ordinary course of business are pending against the Company.  The final outcome of these actions is uncertain but management believes they will not be material to the Company's financial statements.

Operating Leases

The Company's minimum rental commitments for all noncancellable operating leases, consisting mainly of leases for real estate and cell and switch sites are as follows for the years ending December 31:



|2002       | $	1,398
|---------- | -------
|2003       | 1,254  
|2004       | 1,189  
|2005       | 866    
|2006       | 508    
|Thereafter | 4,938  
|           | $10,153

The Company's rental expense totaled $1,317 and $598 in 2001 and 2000, respectively.  The table excludes renewal options related to certain cell and switch sites leases.  These renewal options generally have five-year terms and may be exercised from time to time.



As specified in the formation agreement, Qwest Wireless and Touch America provide certain engineering, marketing, procurement, administrative and information technology services to the Company at rates specified in the service agreements, which are renegotiated on an annual basis.  Liabilities and expenses related to these services comprise the majority of the liabilities and expenses incurred by the Company.  Any adverse change in the operations of Qwest Wireless or Touch America could have a corresponding adverse effect on the operations of the Company.

The following table illustrates the expenses incurred by the Company to its Members under the provisions of the formation agreement for the years ended December 31, 2001 and 2000:



|                                    | For the Years Ended December 31,
|----------------------------------- | --------------------------------
|                                    | 2001                            
|                                    | Qwest
Wireless                  
|                                    |                                 
|Cost of services and products       | $14,811                         
|Selling, general and administrative | 14,814                          
|                                    |                                 
|Total                               | $29,625                         



Amounts due to Members and related parties as of December 31, 2001 and 2000 are as follows:



|                  | 2001     | 2000    
|----------------- | -------- | --------
|                  |          |         
|Qwest Wireless    | $	45,612 | $	17,324
|Touch America     | 5,711    | 9,402   
|Qwest Corporation | 5,710    | 634     
|                  |          |         
|Total             | $	57,033 | $	27,360

The amounts due to Members include $9,888 and $18,143 of accrued capital expenditures as of December 31, 2001 and 2000, respectively.



The Company regularly provides the following financial information, which reflects handset and accessory revenues, to its management team for purposes of deciding how to allocate resources and assess performance:



|                                    | For the Years Ended December 31,
|----------------------------------- | --------------------------------
|                                    | 2001                            
|                                    | GAAP Basis                      
|                                    |                                 
|REVENUES                            | $	24,615                        
|                                    |                                 
|OPERATING EXPENSES:                 |                                 
|Cost of services and products       | 29,768                          
|Selling, general and administrative | 17,065                          
|Depreciation and amortization       | 2,282                           
|                                    |                                 
|Total operating expenses            | 49,115                          
|                                    |                                 
|Loss from operations                | (24,500)                        
|                                    |                                 
|OTHER (EXPENSE) INCOME              | 305                             
|                                    |                                 
|Net loss                            | $	(24,195)                      

For management reporting purposes, handset and accessory revenue are recognized on a gross basis.  For purposes of the audited financial statements, handset and accessory revenue is recognized on a net basis because Qwest Wireless handles all fulfillment activities and the Company does not take title to the inventory.