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): March 12, 2002
QWEST CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation)
001-03040 84-0273800
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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 5. Other Events.
On March 12, 2002, the Company issued a press release announcing completion of
its $1.5 billion debt offering. A copy of the press release announcing the same
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The notes will not be registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. This notice does not constitute an offer to sell or
the solicitation of an offer to buy any securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
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 Communications International Inc. or Qwest Corporation
(together with their affiliates, "the Company", "we" or "us") 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 but not limited to:
potential fluctuations in quarterly results; volatility of Qwest's stock price;
intense competition in the markets in which we compete; changes in demand for
our products and services; the duration and extent of the current economic
downturn, including its effect on our customers and suppliers; adverse economic
conditions in the markets served by us or by companies in which we have
substantial investments; adverse results of review and scrutiny by regulatory
authorities, media and others of financial reporting practices; 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 our business; adverse developments in commercial disputes or legal
proceedings; delays in our ability to provide interLATA services within our
14-state local service area; 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, and difficulties in combining the operations of the
combined company. The information contained in this Current Report on Form 8-K
is a statement of Qwest's present intention, belief or expectation 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 intention, belief or expectation, 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, the Company
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 March 12, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DATE: March 12, 2002 By: /s/ Bryan Treadway
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Bryan Treadway
Vice President and Controller
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