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): April 18, 2002
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 April 18, 2002, Qwest Communications International Inc. ("Qwest") issued a
press release updating its financial guidance for 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 April 18, 2002, 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 Qwest announced the following:
o It was updating its financial guidance as described in the attached press
release owing to, among other things, economic and industry conditions.
It's guidance assumed no further deterioration in these conditions, and if
these conditions did deteriorate it would likely reconsider its guidance.
While it was not providing any guidance on the 1st quarter of 2002, it
expected that its results for the quarter would be below the current
consensus of analysts' estimates.
o With respect to free cash flow, it expected it would break even or be
slightly positive for 2002.
o While it was starting to see certain signs indicating the economic and
industry conditions were at a bottom and it was guardedly optimistic that
these conditions would not deteriorate further, it had not seen sufficient
evidence to that effect and its was too early to determine any trends.
o It has decided to proceed with seeking proposals from potential buyers for
its Dex (directories) and Wireless businesses and is also working on
selling its Qwest Cyber.Solutions business and other assets, including
access lines and wireless towers. As previously announced, it is also
considering issuing securities based on some of these assets. It believes
these transactions could result in net proceeds of more than of $10
billion. Qwest cautions that there can be no assurance with respect to
when, or whether, any transactions will be completed or as to the amount,
if any, of the net proceeds after taxes and governmental or regulatory
conditions. Some transactions could be subject to the approval of federal
or state regulatory authorities and any approvals, if granted, could be
subject to conditions that could adversely affect the benefits to Qwest of
completing the transactions and could be otherwise burdensome. The
conditions could include, but are not necessarily limited to, requirements
that Qwest apply a portion of the proceeds for additional investments in
certain states or to reduce charges in such states. The amounts of such
investments or rate reductions could be significant and uneconomic.
Forward Looking Statements Warning
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This Current Report on Form 8-K may contain projections and other
forward-looking statements that involve assumptions, risks and uncertainties.
Readers are cautioned not to place undue reliance on these statements, which
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speak only as of the date of this Current Report on Form 8-K. These statements
may differ materially from actual future events or results. Readers are referred
to the documents filed by Qwest Communications International Inc. (together with
its affiliates, "Qwest", "we" or "us") with the Securities and Exchange
Commission (the "SEC"), 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: the
duration and extent of the current economic downturn in our 14-state local
service area, including its effect on our customers and suppliers; any adverse
outcome of the SEC's current inquiries into Qwest's accounting policies,
practices and procedures; adverse results of increased review and scrutiny by
regulatory authorities, media and others (including any internal analyses) of
financial reporting issues and practices or otherwise; rapid and significant
changes in technology and markets; 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; our future
ability to provide interLATA services within our 14-state local service area;
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; adverse economic conditions in the markets served by
us or by companies in which we have substantial investments; 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; adverse changes in the regulatory or
legislative environment affecting our business; adverse developments in
commercial disputes or legal proceedings; and changes in the outcome of future
events from the assumed outcome included by Qwest in its significant accounting
policies.
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. The
cautionary statements contained or referred to in this Current Report on Form
8-K should be considered in connection with any subsequent written or oral
forward looking statements that Qwest or persons acting on its behalf may issue.
This Current Report on Form 8-K may include 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 April 18, 2002.
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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: April 19, 2002 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 April 18, 2002.
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