SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 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 September 10, 2001, Qwest Communications International Inc. ("Qwest") issued
a press release updating its financial guidance for 2001 and 2002. A copy of the
press release announcing the same is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
On September 10, 2001, Qwest also hosted a conference call with media, analysts,
investors, and other interested persons during which it discussed its revised
guidance. As previously announced, the webcast of the call (live and replay) is
accessible on Qwest's website.
On the call or in this Current Report on Form 8-K Qwest announced the following
(all numbers are approximate):
o It was updating its financial guidance as described in the attached press
release owing to, among other things, the deteriorating economic conditions
nationally and within its 14 state local service territory. The economic
factors it considered in reaching its decision included, among others, a
decrease in consumer confidence, an increase in unemployment levels, the
national GDP level, an increase in business and personal bankruptcies, a
reduction in the migration levels into Qwest's local service territory, the
rate of housing starts, an increase in home foreclosures, and a reduction
in overall corporate capital and IT spending. Qwest also considered, among
other things, a review of its August flash results, a review of possible
transactions in its sales funnels, the rate of growth in access lines,
relative stability in pricing, and changes in the terms and conditions of
optical capacity sales it believes are being sought by commercial and
wholesale customers. This list of factors considered by Qwest is not
intended to be exhaustive. In view of the wide variety of factors it
considered and the complexity of the matters, Qwest did not find it
practicable to, and did not, quantify or otherwise attempt to assign any
relative weight to the various factors considered.
o It was not providing any guidance for any periods beyond 2002.
o It currently expected its results for the 4th quarter of 2001 to exceed
those for the 3rd quarter of 2001 principally due to seasonality of its
businesses.
o Although it was not able to, and did not intend to, separate results for
"classic" Qwest and "classic" U S WEST (including allocations of corporate
overhead and expenses), it estimated that for 2001 "classic" Qwest would
have revenue of over $5.5 billion and EBITDA of almost $1.5 billion and it
had 5 - 6 million customers. It estimated that for 2002 "classic" U S WEST
revenues would grow in the mid single digits and "classic" Qwest revenues
would grow in the mid teens.
o It currently expected use of working capital in the range of $1.2 - $1.5
billion in 2002.
o It currently does not expect to build any additional CyberCenters(sm).
o It currently expected it would issue an additional $500 - $750 million in
debt securities before turning free cash flow positive in the second
quarter of 2002, and that total debt levels would be approximately equal
for 2001 and 2002.
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o It currently expected cash EPS (earnings per share) in the range of $0.95 -
$1.00 for 2001.
o It currently expected optical capacity sales to generate less revenue for
the second half of 2001 than previously announced.
o With respect to the status of its Section 271 approval process, it expects
to file its first application with the FCC for approval this year, to file
the remaining applications in late 2001 and early 2002, and to receive
approval for all states by mid-2002.
o Of the workforce reductions it announced, it currently expected
approximately 20% would come from attrition. It currently expected the
remainder of the reductions to come from continued streamlining of its
operations. Because approximately 30% of its workforce was located in
Colorado, it currently expected a similar percentage of the reductions
would come from Colorado and the surrounding area.
Forward Looking Statements Warning
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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,
higher than anticipated employee levels, capital expenditures and operating
expenses, rapid and significant changes in technology and markets, adverse
changes in the regulatory or legislative environment affecting Qwest's business,
delays in Qwest's ability to provide interLATA services within its 14-state
local service territory, adverse conditions in the economy nationally and within
its 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, which could affect Qwest's revenues, levels of
expenses and operating results. 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, market
conditions and prices, the economy in general and Qwest's assumptions. 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.
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
applicable law or that the information is material.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 99.1 Press Release dated September 10, 2001.
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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: September 10, 2001 By: /s/ Yash A. Rana
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Yash A. Rana
Vice President
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated September 10, 2001.
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