--- UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION ATTESTATION I HEREBY ATTEST that: Attached is a copy of, quarterly report on Form 10-Q,jor the quarterly period ended June 30,2001, received in this Commission August 14,2001, under the name Qwest Communications International, Inc., File No. 1-15577, pursuant to the provisions ojthe Securities Exchange Act oj1934. February 24. 2007 (Date) _/ -~ ~s Records Officer It is hereby certified that the Associate Executive Director, Office of Filings and Information Services, U.S. Securities and Exchange Commission, Washington, D.C., which Commission was created by the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is official custodian of the records and files of said Commission, and all records and files created or established by the Federal Trade Commission pursuant to the provisions of the Securities Act of 1933 and transferred to this Commission in accordance with Section 210 of the Securities Exchange Act of 1934, and was such official custodian at the time of executing the above attestation, and that he/she, and persons holding the positions of Deputy Director, Associate Directors. Special Assistant to the Director, Records Officer, Branch Chief of Records Management, and the Program Analyst for the Records Officer, or anyone of them, are authorized to execute the above attestation. SEC 334 (1-06)
QWEST COMMUNICATIONS INTERNATIONAL INC - 10-Q Filing Dace: 08/J4/1001 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 000-22609 (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation of organization) </Table> 84-1339282 (I.R.S. Employer Identification No.) 1801 CALIFORNIA STREET, DENVER, COLORADO 80202 (Address of principal executive offices and zip code) TELEPHONE NUMBER (303) 992-1400 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No { ) At July 31, 2001, 1,663,721,480 shares of common stock were outstanding. Disclosure Page I
QWEST COMMUNICATIONS INTERNATIONAL INC - 10-Q Filing Date: 08/14/2001 2 Disclosure Page 2 3
i QW ST COMMUNICATIONS INTERNATIONAL INC - /O-Q Filing Date: 08//4/200/ FORM lo-q TABLE OF CONTENTS <Caption> ITEM PAGE PART I -- FINANCIAL INFORMATION 1. Financial Statements Condensed Consolidated Statements of Operations Three and six months ended June 30, 2001 and 2000 _. Condensed Consolidated Balance Sheets -- June 30, 2001 and December 31, 2000. Condensed Consolidated Statements of Cash Flows -- Six months ended June 30, 2001 and 2000. Notes to Condensed Consolidated Financial Statements. 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 3. Quantitative and Qualitative Disclosures About Market Risk. PART II -- OTHER INFORMATION 1. Legal Proceedings. 4. Submission of Matters to a Vote of Security Holders. 6. Exhibits and Reports on Form 8-K. Signature page. </Table> 1 2 3 4 15 22 II-I II-I II-3 II-8 i Disclosure Page 3
(JWEST COMMUNICATIONS INTERNATIONAL INC JO-Q Filing Date: 08/14/1001 3 Disclosure Page 4 5
t,lw/:-:>tcummunications INTERNATIONAL INC 10-Q Filing Dale: 08/1411001 <Caption> CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2001 2000 2001 2000 Revenues: Conunercial services. Consumer and small business services -. Directory services. Switched access services. Total revenues. Operating expenses: Cost of services. Selling, general and administrative _. Depreciation. Depreciation adjustment for access lines returned to service. Goodwill and other intangible amortization. Merger-related and other one-time charges. Total operating expenses. Operating income. Other expense (income) - net: Interest expense - net. Investment write-downs. Decline in market value of financial instruments. Gain on sale of rural exchanges _.. Gain on sale of investments. Other expense - net.. _. Total other expense - net _. (LOSS) income before income taxes and extraordinary item. Income tax provision (benefit). (Loss) income before extraordinary item. Extraordinary item - early retirement of debt, net of tax. Net (loss) income. Basic (loss) earnings per share: (Loss) income before extraordinary item. Extraordinary item - early retirement of debt, net of tax. $ 2,898 $1,252 1,708 1,506 348 331 268 361 5,222 3,450 1,850 830 1,343 1,061 865 600 222 392 415 291 5,087 2,782 135 668 343 207 3,108 447 23 192 (50) 14 15 3,438 861 (3,303) (193) 3 (72) (3,306) (121) $ (3, 306) $ (121) ======= $ (1. 99) $(0.14).~. Basic (loss) earnings per share $ (1.99) $(0.14) Basic average shares outstanding. 1,661 887 Disclosure Page 5
, (!w/:-;,;r CUMMUNfCATlONS INTERNATIONAL INC - 10-Q Filing Date: 08/1412001 Diluted (loss) earnings per share: (Loss) income before extraordinary item $ (1.99) Extraordinary item - early retirement of debt, net of tax. $ (0.14) $ (1. 98) (0.04 ) $ 0.32 Diluted (loss) earnings per share... $ (1. 99) $ (0.14) $ (2. 02) $ 0.32 Diluted average shares outstanding. 1,661 887 1,659 895 Dividends per share... $ 0.05 $ 0.00 $ 0.05 $ 0.31 t </Table> The accompanying notes are an integral part of these condensed consolidated financial statements. 4 1 Disclosure Page 6
, '.!WI:Sl' CUMMUN1CA nons INTERNATIONAL INC - 10-Q Filing Date: 0811412001... CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS) <Caption> JUNE 30, 2001 (UNAUDITED) DECEMBER 31, 2000 ASSETS Current assets: Cash and cash equivalents. Accounts receivable - net. Inventories and supplies. Prepaid and other. Total current assets. Property, plant and equipment - net. Goodwill and other intangible assets - net. Investments. Other assets. Total assets. LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current borrowings. Accounts payable. Accrued expenses and other-current liabilities. Advance billings and customer deposits. Total current liabilities. Long-term borrowings. Post-retirement and other post-employment benefit obligations. Deferred taxes, credits and other. $ 516 $ 154 4,842 4,235 352 275 707 535 6,417 5,199 29,050 25,760-34,688 32,327 1,571 8,186 2,180 2,029 $73,906 $73,501 ======= ======= 1 $ 5,859 $ 3,645 2,426 2,049 3,272 3,806 383 393 11,940 9,893 17,575 15,421 2,927 2,735 4,178 4,148 Commitments and contingencies (Note 8) Stockholders' equity: Preferred stock - $1.00 par value, 200 million shares authorized, none issued and outstanding. Common stock - $0.01 par value, 5 billion shares authorized, 1,685 million and 1,672 million issued, 1,663 million and 1,672 million outstanding. Additional paid-in capital. Treasury stock. Retained (deficit) earnings. Accumulated other comprehensive loss. Total stockholders' equity. Total liabilities and stockholders' equity. </Table> 17 17 41,740 41,289 (1,000) (3,411) 24 (60) (26) 37,286 41,304 $73,906 $73,501 ======= ======= The accompanying notes are an integral part of these condensed consolidated financial statements. 5 2 Disclosure Page 7
IJWlcsr CUMMUNlCATlONS INTERNATIONAL INC - 10-Q Filing Dale: 08/14/2001 CONDENSED CONSOLIDATED STATEMENTS OF CASH (DOLLARS IN MILLIONS) (UNAUDITED) FLOWS <Caption> SIX MONTHS ENDED JUNE 30, 2001 2000 Cash provided by operating activities. INVESTING ACTIVITIES Expenditures for property, plant and equipment. Proceeds from sale of equity securities '" Cash acquired in connection with the Merger. Other. Cash used for investing activities. FINANCING ACTIVITIES Net proceeds from current borrowings. Proceeds from issuance of long-term borrowings -- net. Repayments of long-term borrowings. Costs relating to the early retirement of debt. Proceeds from issuance of common stock. Repurchase of stock. Dividends paid on common stock. Cash provided by financing activities,. CASH AND CASH EQUIVALENTS Increase,. Beginning balance. $2,307 (5,559) 91 (5,468) 2,296 3,238 (1,102 ) (106) 280 (1,000) (83) 3,523 362 154 $1,799 (2,702) 1,140 407 (206) (1,361) 89 992 (270) 115 (542) 384 822 78 Ending balance.................... $ 516 $ 900 </Table> The accompanying notes are an integral part of these condensed consolidated financial statements. 6 3 Disclosure Page 8 I r L
-".~!!!!!I.~-7(!:W~t.:~;T:L=V:M~M;U~N~/~C~"A;TI-;;ONS INTERNATIONAL INC -10-Q Filing Date: 0811412001 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED) NOTE 1: BASIS OF PRESENTATION The condensed consolidated interim financial statements are unaudited. Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") prepared these financial statements in accordance with the instructions for Form 10-Q. In compliance with those instructions, certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In management's opinion, all adjustments Disclosure Page 9 10
.t" r.!wt;:;r CUMMUNICATfONSINTERNATIONAL INC - IO-Q Filing Date: 0811412001 (consisting only of normal recurring adjustments) necessary to fairly present the consolidated results of operations, financial position and cash flows as of June 30, 2001 and for all periods presented were made. These financial statements should be read in conjunction with the audited financial statements incorporated by reference in Qwest's Annual Report on Form 10-K for the year ended December 31, 2000. The consolidated results of operations for the three and six months ended June 30, 2001 are not necessarily indicative of the results expected for the full year. Certain reclassifications have been made to previously reported balances to conform with the current year presentation. Specifically, during the quarter ended June 30, 2001, we refined the definitions and processes by which expenses are classified as cost of services or selling, general and administrative expenses. As a result, these costs have been reclassified from cost of services to selling, general and administrative expenses for all periods presented. See Qwest's Current Report on Form 8-K, filed July 20, 2001, for additional information. NOTE 2: MERGER WITH U S WEST Final purchase price allocation. On June 30, 2000, Qwest completed its acquisition (the "Merger") of U S WEST, Inc. ("U S WEST"). U S WEST was deemed the accounting acquirer and its historical financial statements have been carried forward as those of the combined company. In connection with the Merger, each outstanding share of U S WEST common stock was converted into the right to receive 1.72932 shares of Qwest common stock. In addition, all outstanding U S WEST stock options were converted into options to acquire Qwest common stock. All share and per share amounts have been restated to give retroactive effect to the exchange ratio. The Merger has been accounted for as a reverse acquisition under the purchase method of accounting with U S WEST being deemed the accounting acquirer and Qwest (prior to the Merger or "pre-merger Qwest") the acquired entity. The total value of the consideration was approximately $40.0 billion, which has been allocated to the identifiable tangible and intangible assets of pre-merger Qwest. During the second quarter of 2001, we completed the allocation of the purchase price to the acquired net assets of pre-merger Qwest as follows: <Caption> (DOLLARS IN BILLIONS) PRELIMINARY PURCHASE PRICE ALLOCATION ADJUSTMENT FINAL PURCHASE PRICE ALLOCATION Identified intangibles. Investment in KPNQwest, N.V. Tangible assets and liabilities, net. Deferred income taxes. Goodwill. $ 4.1 7.9 0.8 (0.7) 27.9 $ (3.1 ) 0.3 (0.1) 2.9 $ 4.1 4.8 1.1 (0.8) 30.8 Purchase consideration. $40.0 $ $40.0 </Tab1e> The identifiable intangibles consist of the following (including related ~ortization periods): $2.2 billion in product technology (10 years), $1.2 b111ion in customer relationships (10 years), $100 million in assembled 7 QWEST COMMUNICATIONS 4 INTERNATIONAL INC. Disclosure Page 10 "