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): July 24, 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
Not applicable
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(Former name or former address, if changed since last report)
ITEM 5. Other Events
This amended Current Report on Form 8-K/A amends and restates in its entirety
the Current Report on Form 8-K filed effective July 26, 2001.
On July 24, 2001, Qwest Communications International Inc. ("Qwest") reported its
financial results for the 2nd quarter of 2001. A copy of the press release
announcing the same is attached as Exhibit 99.1 to this Current Report on Form
8-K.
On July 24, 2001, Qwest also hosted a conference call with media, analysts,
investors and other interested persons during which it discussed, among other
things, its business and operations, its announced financial results and its
expected financial results for future periods. As previously announced, the
webcast of the call (live and replay) is accessible on Qwest's website.
On the call Qwest announced the following (all numbers are approximate):
o Based on its results, it expected that revenue and EBITDA (earnings
before interest, taxes, depreciation and amortization) for 2001 would
be within the previously announced ranges, possibly near the lower end
of those ranges due to economic slowing. Its previous guidance was for
revenues of $21.3 billion to $21.5 billion and EBITDA of $8.5 billion
to $8.6 billion. These expectations are based upon certain assumptions,
including, among others, that the economy in general is not
significantly weaker in the second half of 2001, and that it continues
to effectively manage its cost structure.
o It expected capital expenditures in 2002 to decrease to approximately
$7.5 billion due to increased asset utilization, effective vendor
management, and reduced activity in 2002 and future years for Section
271 approval, service improvements and the CLEC buildout.
o It is targeting wireless annual revenue growth of 70% to 80% in 2001
compared to 2000 and expected between 1.3 million and 1.4 million
wireless customers at the end of 2001.
o Based on current expectations, it was targeting annual growth for 2002
compared to 2001 in the 14% to 15% range for revenue and 16% to 17%
range for EBITDA. These expectations are based upon certain
assumptions, including, among others, that the economy in general has a
modest recovery, and it generates an incremental $200 million in
out-of-region DLEC/CLEC revenue and $350 million of in-region interLATA
revenue during 2001.
o It expected that it would achieve its CAGR (compounded annual growth
rate) targets of 15+% for revenue and 17+% for EBITDA from 2000 to
2005.
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o It believed it could achieve a $2 billion annualized revenue run rate
for in-region long distance service within the first year it received
Section 271 approval in all of its 14 states.
o With respect to the status of its Section 271 approval process, it
expects to file its first application with the FCC for approval later
this year, to file the remaining applications in late 2001 and early
2002, and to receive approval for all states by mid-2002.
o It had achieved 15% to 20% of the total expense synergies it had
anticipated to achieve from 2000 to 2005 in connection with the
acquisition of U S WEST ahead of the original schedule. The Company
sees further opportunity to streamline operations resulting in
additional cost savings.
o It expected EBITDA margins would increase slightly during the second
half of 2001.
o It expected cash EPS (earnings per share) in 2001 of $1.10 to $1.20 and
in 2002 in a range around $1.40.
o It expected it would need between $1.5 billion and $2.0 billion in
additional debt before becoming cash flow positive.
o Following Qwest's $3.05 billion write down of its investment in
KPNQwest, amortization of intangible assets will be reduced by
approximately $84 million per quarter. Going forward, intangible
amortization expense is expected to be near $308 million per quarter
(down from $392 million in the 2nd quarter of 2001), of which $211
million is considered non-deductible for tax calculation purposes.
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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, 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.
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 July 24, 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: July 26, 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 July 24, 2001.
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