-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PxHKz8lZIZUTHr6ajrfER5epYdVMtK1WKrWE7TQTRhs6M9T1YDWCPIgBInrNxXos hVtww9E370jWExtIL0cd1w== 0001019056-01-500418.txt : 20010911 0001019056-01-500418.hdr.sgml : 20010911 ACCESSION NUMBER: 0001019056-01-500418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010910 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20010910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15577 FILM NUMBER: 1735125 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 8-K 1 qwest_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ 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): September 10, 2001 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) ITEM 9. Regulation FD Disclosure On September 10, 2001, Qwest Communications International Inc. ("Qwest") issued a press release updating its financial guidance for 2001 and 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 September 10, 2001, 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 or in this Current Report on Form 8-K Qwest announced the following (all numbers are approximate): o It was updating its financial guidance as described in the attached press release owing to, among other things, the deteriorating economic conditions nationally and within its 14 state local service territory. The economic factors it considered in reaching its decision included, among others, a decrease in consumer confidence, an increase in unemployment levels, the national GDP level, an increase in business and personal bankruptcies, a reduction in the migration levels into Qwest's local service territory, the rate of housing starts, an increase in home foreclosures, and a reduction in overall corporate capital and IT spending. Qwest also considered, among other things, a review of its August flash results, a review of possible transactions in its sales funnels, the rate of growth in access lines, relative stability in pricing, and changes in the terms and conditions of optical capacity sales it believes are being sought by commercial and wholesale customers. This list of factors considered by Qwest is not intended to be exhaustive. In view of the wide variety of factors it considered and the complexity of the matters, Qwest did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to the various factors considered. o It was not providing any guidance for any periods beyond 2002. o It currently expected its results for the 4th quarter of 2001 to exceed those for the 3rd quarter of 2001 principally due to seasonality of its businesses. o Although it was not able to, and did not intend to, separate results for "classic" Qwest and "classic" U S WEST (including allocations of corporate overhead and expenses), it estimated that for 2001 "classic" Qwest would have revenue of over $5.5 billion and EBITDA of almost $1.5 billion and it had 5 - 6 million customers. It estimated that for 2002 "classic" U S WEST revenues would grow in the mid single digits and "classic" Qwest revenues would grow in the mid teens. o It currently expected use of working capital in the range of $1.2 - $1.5 billion in 2002. o It currently does not expect to build any additional CyberCenters(sm). o It currently expected it would issue an additional $500 - $750 million in debt securities before turning free cash flow positive in the second quarter of 2002, and that total debt levels would be approximately equal for 2001 and 2002. 2 o It currently expected cash EPS (earnings per share) in the range of $0.95 - $1.00 for 2001. o It currently expected optical capacity sales to generate less revenue for the second half of 2001 than previously announced. o With respect to the status of its Section 271 approval process, it expects to file its first application with the FCC for approval this year, to file the remaining applications in late 2001 and early 2002, and to receive approval for all states by mid-2002. o Of the workforce reductions it announced, it currently expected approximately 20% would come from attrition. It currently expected the remainder of the reductions to come from continued streamlining of its operations. Because approximately 30% of its workforce was located in Colorado, it currently expected a similar percentage of the reductions would come from Colorado and the surrounding area. 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 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, adverse changes in the regulatory or legislative environment affecting Qwest's business, delays in Qwest's ability to provide interLATA services within its 14-state local service territory, adverse conditions in the economy nationally and within its 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, which could affect Qwest's revenues, levels of expenses and operating results. 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, market conditions and prices, the economy in general and Qwest's assumptions. 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 September 10, 2001. 3 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: September 10, 2001 By: /s/ Yash A. Rana ------------------------------------- Yash A. Rana Vice President 4 EXHIBIT INDEX Exhibit 99.1 Press Release dated September 10, 2001. 5 EX-99.1 3 qwest_ex991.txt EXHIBIT 99.1 RIDE THE LIGHT(sm) QWEST LOGO QWEST COMMUNICATIONS UPDATES FINANCIAL GUIDANCE Denver, September 10, 2001 -- Qwest Communications International Inc. (NYSE: Q), the broadband communications company, today updated its financial guidance for the second half of 2001 and for 2002. The new guidance reflects deteriorating economic conditions both nationally and within the 14 Western states in which Qwest provides local communications services. For 2001, Qwest expects total revenue of approximately $20.5 billion and earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $8.0 billion. For 2002, Qwest expects revenue growth in the high single digits and EBITDA growth to be slightly better than revenue growth. Qwest also announced further reductions in its capital expenditures for 2001 from approximately $8.8 billion to approximately $8.5 billion. In 2002, Qwest's capital budget will be reduced from approximately $7.5 billion to approximately $5.5 billion. As a result, Qwest expects to be free cash flow positive in the second quarter of 2002, two quarters sooner than previously announced. Qwest expects to reduce its workforce by 4,000 jobs, from 66,000 to 62,000 employees, by the end of the first quarter of 2002. The company also will eliminate 1,000 staff positions while adding 1,000 quota-bearing sales executives in its global business markets unit to increase the focus on national accounts. Qwest expects to achieve this force reduction through attrition and continued business process improvements. Conference Call Today Qwest will host a conference call for the financial and investment community at 9 a.m. (EDT) today, featuring Joseph P. Nacchio, Qwest chairman and CEO. The call may be heard on the Web at www.qwest.com/about/investor/meetings. About Qwest Qwest Communications International Inc. (NYSE: Q) is a leader in reliable, scalable and secure broadband data, voice and image communications for businesses and consumers. The Qwest Macro Capacity(R) Fiber Network, designed with the newest optical networking equipment for speed and efficiency, spans more than 113,000 miles globally. For more information, please visit the Qwest Web site at www.qwest.com. 6 # # # 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 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, adverse changes in the regulatory or legislative environment affecting Qwest's business, delays in Qwest's ability to provide interLATA services within its 14-state local service territory, adverse conditions in the economy nationally and within its 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 timely or at all and difficulties in combining the operations of Qwest and U S WEST. 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. 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. Contacts: Media Contact: Investor Contact: -------------- ----------------- Tyler Gronbach Lee Wolfe 303-992-2155 800-567-7296 tyler.gronbach@qwest.com IR@qwest.com 7 -----END PRIVACY-ENHANCED MESSAGE-----