8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): October 28, 2002

QWEST COMMUNICATIONS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-22609	84-1339282
(Commission File Number)	(IRS Employer Identification No.)
1801 California Street, Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 303-992-1400

Not applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

EX-99.1 Press Release dated October 28, 2002

ITEM 5. OTHER ITEMS.

On October 28, 2002, Qwest Communications International Inc. (“Qwest”) updated the status of certain accounting matters. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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 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: the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; the effects of our anticipated restatement of historical financial statements including delays in or restrictions on our ability to access the capital markets or other adverse effect to our business or financial position; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC’s current investigation into our accounting policies, practices and procedures; any adverse outcome of the current investigation by the U.S. Attorney’s Office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; the failure of our chief executive and chief financial officers to provide certain certifications relating to certain public filings; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; our future ability to provide interLATA services within our 14-state local service area; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete; changes in demand for our 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; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our 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 AND EXHIBITS.

Exhibit 99.1 Press Release dated October 28, 2002.

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:	October 28, 2002	By:	/s/ OREN G. SHAFFER Oren G. Shaffer Vice Chairman & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 28, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

[QWEST LOGO]

NEWS

        QWEST COMMUNICATIONS UPDATES STATUS OF CERTAIN ACCOUNTING MATTERS

  Company announces the completion of its analysis of accounting policies and
         practices as they relate to revenue recognition and accounting
                treatment for sales of optical capacity assets


DENVER, OCTOBER 28, 2002 -- Qwest Communications International Inc. (NYSE: Q)
today announced that, in consultation with its auditor KPMG LLP ("KPMG"), it has
completed its analysis and concluded that for accounting purposes it will treat
sales of optical capacity assets (commonly known as "IRUs") for cash as
operating leases and recognize the revenue from these assets over the life of
the IRUs. The company has concluded that its policies and practices for
determining the value of the various elements of the fees earned in connection
with the sales of optical capacity assets for cash did not support the
accounting treatment. As a result, the company concluded that it should defer
the $531 million of revenue previously recognized on such sales over the life of
the underlying agreements.

This announcement relates to optical capacity asset transactions recorded in
periods following the merger of Qwest and U S WEST, Inc. ("U S WEST") on June
30, 2000. Approximately $1.48 billion in total revenue was recognized in these
periods from all IRU transactions and, as previously announced, is made up of
the $950 million from exchanges of optical capacity assets and the $531 million
from sales of optical capacity assets for cash. As previously announced, the
company will reverse the $950 million in revenues and related costs ($685
million and $265 million in 2001 and 2000, respectively) related to the exchange
transactions. Of the $531 million of revenue that the company announced today
will be deferred, $331 million and $200 million of sales of optical capacity
assets were recognized in 2001 and 2000, respectively. The company historically
accounted for sales of optical capacity assets for cash based on accounting
policies approved by its previous auditor, Arthur Andersen LLP ("Andersen").

The company has now completed its analysis of its policies and practices related
to its optical capacity asset sales for the years 2001 and 2000, and as
previously disclosed, it does not anticipate that its sales of optical capacity
assets in 2002 would be impacted by the announcement today.

OTHER MATTERS

Goodwill Impairment. As previously disclosed in the company's Form 10-K for the
period ending December 31, 2001, the company estimated the impact of the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets," to approximate $20 billion to $30
billion. As of September 30, 2002, the company has completed both Steps 1 and 2
of the transitional goodwill impairment test with respect to its adoption of the
standard. Previously it had announced that it could not update the estimate of
the resulting impairment charge due to a re-evaluation of the company's
methodology as suggested by KPMG. The company today announced it expects to
report a goodwill impairment charge of approximately $24 billion as of January
1, 2002, the effective date of the standard.

Additionally, as required by SFAS No. 142, the company will continue to monitor
factors such as the business conditions in the telecommunications industry and
the company's market capitalization during 2002. Those





factors, among others, will require the company to perform another goodwill
impairment test in 2002, which it expects may result in an additional impairment
of the company's remaining $6 billion of goodwill.

Network & Related Asset Impairments. The company today announced that it had
completed the evaluation of the recoverability of the long-lived assets of its
traditional telephone network, global fiber optic broadband network, and related
assets. The company expects to record an approximately $8.1 billion impairment
charge in its restated financial statements for the second quarter of 2002 to
write-down these assets. An approximately $2.7 billion reduction in the carrying
value of intangible assets related to customer lists and product technology
associated with the company's interexchange carrier business will also be made
for a total asset impairment charge of approximately $10.8 billion. These
write-downs, which will be reflected in the company's Form 10-Q for the second
quarter of 2002, the period in which the impairment occurred, will reduce
operating income in the restated second quarter of 2002 and will result in a
reduction of future depreciation expense.

As Andersen is no longer in a position to act as an independent auditor, it will
not be able to reconfirm its opinion on the company's 2001 and 2000 financial
statements. Therefore, KPMG, in addition to acting as the company's current
auditor, will also complete the re-audit of the financial statements for the
periods impacted by the restatement. Until the audit is completed, the company
cannot state with certainty the full magnitude of the restatement or when a
restatement and re-audit will be completed.

Wireless Division. The company is also adjusting previously recorded 2001 and
2000 revenue in its wireless division to properly recognize the impact of
certain promotional campaigns, involving complementary equipment and
minutes-of-use packages. This will result in a decrease of approximately $120
million to the restated 2001 and 2000 financial statements.

As previously disclosed, the company remains under investigation, including with
respect to some of the matters that are the subject of this announcement, by the
United States Securities and Exchange Commission and the United States
Department of Justice. Qwest continues to cooperate with these investigations,
which have not concluded.

The company plans on announcing its quarterly earnings on October 30, 2002.


About Qwest:

Qwest Communications International Inc. (NYSE: Q) is a leading provider of
voice, video and data services to more than 25 million customers. The company's
55,000 employees are committed to the "spirit of service" and providing
world-class services that exceed customers' expectations for quality, value and
reliability. For more information, please visit the Qwest Web site at
www.qwest.com.


#####

This release may contain 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
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: the duration and extent of the current economic downturn in our
14-state local service area, including its effect on our customers and
suppliers; the effects of our anticipated restatement of historical financial
statements including delays in or restrictions on our ability to access




the capital markets or other adverse effects to our business and financial
position; our substantial indebtedness, and our inability to complete any
efforts to de-lever our balance sheet through asset sales or other transactions;
any adverse outcome of the SEC's current investigation into our accounting
policies, practices and procedures; any adverse outcome of the current
investigation by the U.S. Attorney's office in Denver into certain matters
relating to us; adverse results of increased review and scrutiny by Congress,
regulatory authorities, media and others (including any internal analyses) of
financial reporting issues and practices or otherwise; the failure of our chief
executive and chief financial officers to provide certain certifications
relating to certain public filings; rapid and significant changes in technology
and markets; any adverse developments in commercial disputes or legal
proceedings, including any adverse outcome of current or future legal
proceedings related to matters that are the subject of governmental
investigations, and, to the extent not covered by insurance, if any, our
inability to satisfy any resulting obligations from funds available to us, if
any; our future ability to provide interLATA services within our 14-state local
service area; potential fluctuations in quarterly results; volatility of our
stock price; intense competition in the markets in which we compete; changes in
demand for our 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;
adverse changes in the regulatory or legislative environment affecting our
business; and changes in the outcome of future events from the assumed outcome
included in our significant accounting policies.

The information contained in this release 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 release 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 release 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 release, Qwest does not necessarily
acknowledge that disclosure of such information is required by applicable law or
that the information is material.

The Qwest logo is a registered trademark of, and CyberCenter is a service mark
of, Qwest Communications International Inc. in the U.S. and certain other
countries.

Contact Information:

         Investor Contact:                   Corporate Media Contact:
         Stephanie Comfort                   Tyler Gronbach
         800-567-7296                        (303) 992-2155
         IR@qwest.com                        tyler.gronbach@qwest.com