SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2001
QWEST COMMUNICATIONS INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22609 84-1339282
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(Commission File Number) (IRS Employer Identification No.)
1801 California Street Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-992-1400
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE
On February 26, 2001, Qwest Communications International Inc. ("Qwest") issued a
press release regarding two speeches by Joseph P. Nacchio, Qwest's Chairman and
Chief Executive Officer. A copy of the press release announcing the same is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Following his prepared remarks, Mr. Nacchio responded to questions from the
audience. In response to these questions, Mr. Nacchio stated the following,
among other things:
o Based on his review of Qwest results for January 2001, he was comfortable
with previously announced guidance for 2001 for revenues of $21.3 billion
to $21.7 billion (a 12.5% to 14.5% increase over pro forma revenues for
2000) and EBITDA (earnings before interest, taxes, depreciation and
amortization) of $8.5 billion to $8.7 billion (a 14.9% to 17.6% increase
over pro forma EBITDA for 2000).
o He expected that total revenues would grow between 11.5% and 12.5% for the
1st quarter of 2001 over pro forma revenues for the 1st quarter of 2000. He
expected higher growth rates in subsequent quarters.
o He expected Qwest's Business Markets unit revenues to grow by 25-30% in
2001 over pro forma revenues for 2000, and that 45% of new sales in that
unit would come from national or large accounts.
o He expected that capital expenditures in 2001 would be approximately $9.5
billion. He expected that in future periods capital expenditures would be
less than 2001 levels owing to, among other things, reduced investments
required for Section 271 approval.
o Based upon conversations with senior officers of KPN, the Dutch
communications company, he did not expect KPN to sell any of its equity
interest in KPNQwest, the European company in which Qwest and KPN each have
a 44% equity interest. In any case, KPN is subject to certain restrictions
on its ability to transfer any portion of its interest in KPNQwest. Mr.
Nacchio also responded to a recent analyst note regarding KPN that
speculated, among other things, that KPN is considering transferring its
Benelux data business to KPNQwest in exchange for a cash payment from
Qwest. KPN has no right to unilaterally transfer assets to KPNQwest, and
Qwest has no obligation to make payments to KPN even in consideration of
consensual asset transfers from KPN to KPNQwest.
o He believed there would be less consolidation in the near term in the
communications industry than had been previously speculated, based on the
disaggregation experienced by the communications industry, the failure of
several large communications companies to manage growth through
consolidation and the current state of the capital markets. He stated that
Qwest does not have any present intention to be the acquiror in any sizable
business combination, including rumored possible business combinations with
AT&T Corporation, BellSouth Corporation, Sprint Corporation or WorldCom,
Inc.
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o Qwest does not have plans to sell a significant number of access lines at
the present time, other than approximately 570,000 access lines that are
subject to definitive agreements. The pending sales are subject to
regulatory approvals and other customary closing conditions. Qwest cannot
provide any assurance with respect to the closing of any such sale or the
timing of any such closing.
o He referred to recent press reports that PNJ Communications Inc., Tokyo
Telecommunications Network Co. and certain other companies were in
preliminary discussions with Qwest regarding the possibility of forming a
data communications joint venture in Japan. Mr. Nacchio confirmed that such
discussions were underway. He said that Qwest had made no decision with
respect to its participation in the joint venture, or the extent of the
capital that it would contribute to the joint venture, because fundamental
issues with respect to the operation, capitalization and business, among
other matters, of the joint venture had not been agreed to by the parties.
Qwest cannot provide any assurance with respect to any matter related to
the joint venture, Qwest's participation in the joint venture, if any, or
the terms and conditions of such participation.
FORWARD LOOKING STATEMENTS WARNING
This Current Report on Form 8-K contains projections and other forward-looking
statements that involve risks and uncertainties. These statements may differ
materially from actual future events or results. Readers are referred to the
documents filed by Qwest with the Securities and Exchange Commission,
specifically the most recent reports which identify important risk factors that
could cause actual results to differ from those contained in the forward-looking
statements, including potential fluctuations in quarterly results, volatility of
Qwest's stock price, intense competition in the communications services market,
changes in demand for Qwest's products and services, dependence on new product
development and acceleration of the deployment of advanced new services, such as
broadband data, wireless and video services, which could require substantial
expenditure of financial and other resources in excess of contemplated levels,
rapid and significant changes in technology and markets, adverse changes in the
regulatory or legislative environment affecting Qwest's business and delays in
Qwest's ability to provide interLATA services within its 14-state local service
territory, failure to maintain rights of way, and failure to achieve the
projected synergies and financial results expected to result from the
acquisition of U S WEST, Inc. timely or at all and difficulties in combining the
operations of Qwest and U S WEST. The information contained in this Current
Report on Form 8-K is a statement of Qwest's present intention and is based
upon, among other things, the existing regulatory environment, industry
conditions and market conditions and prices. Qwest may change its intentions, at
any time and without notice, based upon any changes in such factors, in Qwest's
assumptions or otherwise. This Current Report on Form 8-K includes analysts'
estimates and other information prepared by third parties for which Qwest
assumes no responsibility. Qwest undertakes no obligation to review or confirm
analysts' expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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By including any information in this Current Report on Form 8-K, Qwest does not
necessarily acknowledge that disclosure of such information is required by
Regulation FD or that the information is material or was non-public prior to the
disclosure.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: February 27, 2001 By: /s/ YASH A. RANA
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Yash A. Rana
Associate General Counsel and Assistant Secretary
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EXHIBIT INDEX
Exhibit 99.1 Press release dated February 26, 2001.
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