8-K

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): January 28, 2004

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

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 2003 Outlook Information

Item 5. Other Events.

In anticipation of potentially accessing the debt capital markets, Qwest Communications International Inc. (“Qwest” or the “Company” or “we” or “us” or “our”) is disclosing the information contained in Exhibit 99.1 to this Current Report on Form 8-K.

Item 7. Financial Statements and Exhibits.

Exhibit 99.1 2003 Outlook Information

Forward Looking Statements Warning

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; access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; 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 and certain transactions; 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; further delays in making required public filings with the SEC; 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; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; 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.

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: January 28, 2004	By:	/s/ STEPHEN E. BRILZ
	Name:	Stephen E. Brilz
	Title:	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	2003 Outlook Information

EX-99.1 3 d12212exv99w1.htm EX-99.1 2003 OUTLOOK INFORMATION

Exhibit 99.1

Exhibit 99.1

2003 Outlook Information

     In anticipation of potentially accessing the debt capital markets, Qwest is disclosing the following information:

     Qwest has not completed the review of its financial results for 2003, but anticipates that it will announce its 2003 results on February 19, 2004. We have experienced year over year declining revenue in the first three quarters of 2003 and expect a mid-single digit percentage decline in the fourth quarter and, consistent with our outlook, for the full year. The Company continues to experience stabilization in the rate of access line losses and increases in net DSL additions and long distance customers. Additionally, during the fourth quarter of 2003, we introduced new marketing programs that will result in higher marketing expenses and we also expect to record some restructuring related expenses.

     We expect capital spending for the fourth quarter to be slightly higher than the third quarter of 2003, and free cash flow from continuing operations for 2003 to be approximately break-even to slightly positive. Cash provided by operating activities for 2003 includes previously announced one-time payments to settle certain unconditional purchase obligations, advanced payments of interest associated with the tender offers for $3.0 billion in aggregate principal amount of debt securities completed in December 2003, and certain balance sheet improvements.

     We calculate free cash flow as our cash provided by operating activities less expenditures for property, plant and equipment. Free cash flow does not equate to cash available for discretionary expenditures as it does not reflect the deduction of mandatory debt service payments and other cash requirements.

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EX-99.1

exv99w1