Q » Topics » Note 11: Subsequent Events

This excerpt taken from the Q 10-Q filed Oct 31, 2006.

Note 11: Subsequent Events

On October 4, 2006, our Board of Directors approved a stock repurchase program for up to $2 billion of our common stock over the next two years.

This excerpt taken from the Q 10-Q filed Aug 2, 2005.

Note 13: Subsequent Events

        On July 15, 2005, we paid $179 million for the 6.25% per annum QCF notes that matured on that date. These notes were included in current portion of long-term borrowings in our condensed consolidated balance sheets as of June 30, 2005 and as of December 31, 2004.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        Unless the context requires otherwise, references in this report to "Qwest," "we," "us," the "Company" and "our" refer to Qwest Communications International Inc. and its consolidated subsidiaries.

        Certain statements set forth below under this caption constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements" at the end of this Item 2 for additional factors relating to such statements as well as for a discussion of certain risk factors applicable to our business, financial condition and results of operations.

This excerpt taken from the Q 10-Q filed May 3, 2005.

Note 11: Subsequent Events

        During February, March and April 2005, we submitted several proposals to the Board of Directors of MCI, Inc. proposing the acquisition of MCI by us, notwithstanding the fact that MCI had entered into an agreement to be acquired by Verizon Communications Inc. On May 2, 2005, we announced that it is no longer in the best interests of shareowners, customers and employees to continue to pursue a business combination with MCI.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        Unless the context requires otherwise, references in this report to "Qwest," "we," "us," the "Company" and "our" refer to Qwest Communications International Inc. and its consolidated subsidiaries.

        Certain statements set forth below under this caption constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements" at the end of this Item 2 for additional factors relating to such statements as well as for a discussion of certain risk factors applicable to our business, financial condition and results of operations.

This excerpt taken from the Q 8-K filed Mar 31, 2005.

Subsequent Events

        We utilize lines of credit between certain of our entities, other intercompany obligations, capital contributions and dividends to manage our cash. Amounts outstanding under these intercompany lines of credit and intercompany obligations may vary materially over time.

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        Prior to the end of March 2005, we plan to effect a series of cash transactions for the purpose of restructuring our intercompany balances, and to declare a dividend from Qwest Corporation to be paid to QSC. The intercompany restructuring transactions include cash collections and payments of intercompany balances and equity contributions, and will not impact the consolidated financial statements of the Company nor of Qwest Corporation. The net effect of these contemplated series of transactions on the balance sheets shown in this footnote will include:

    reducing QCII's accounts receivable from affiliates by $950 million and correspondingly increasing QCII's investment in subsidiaries by $950 million;

    reducing QCF's current borrowings of affiliates by $10.95 billion, increasing its stockholders' equity by $950 million and decreasing its notes receivable from affiliates by $10 billion;

    increasing QSC's investment in subsidiaries by $10 billion and decreasing its notes receivable from affiliates by $10 billion;

    reducing the current borrowings from affiliates of QSC subsidiaries by $10 billion and correspondingly increasing the stockholders' equity of those entities by $10 billion.

        Going forward, the outstanding balances of our affiliates' intercompany obligations may change materially.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Qwest Communications International Inc.:

        Under date of February 18, 2005, except for notes 18 and 20, as to which the date is March 30, 2005, we reported on the consolidated balance sheets of Qwest Communications International Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders' (deficit) equity, and cash flows for each of the years in the three-year period ended December 31, 2004, as contained herein. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule, Schedule II—Valuation and Qualifying Accounts. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

        In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

This excerpt taken from the Q 10-K filed Feb 18, 2005.

Note 18: Subsequent Events

        On January 20, 2005, Citibank, N.A., Deutsche Bank AG London, ABN AMRO Bank N.V. and others notified us of their intent to file a complaint in the District Court for the City and County of Denver, State of Colorado, that would allege, among other things, fraud, misrepresentation, breach of fiduciary duty and related aiding and abetting claims, in connection with the origination of a credit facility and subsequent borrowings made by KPNQwest of approximately €300 million under that facility. They have indicated that Qwest would be a defendant in this threatened lawsuit along with Joseph Nacchio, John McMaster, Drake Tempest, Qwest's former General Counsel, and other former employees of Qwest or KPNQwest. Plaintiffs have indicated their intention to seek compensatory damages (including interest), statutory and punitive damages and an award of plaintiffs' attorneys' fees and costs.

        On February 11, 2005, we transmitted a letter to the Board of Directors of MCI, Inc. in which we proposed the acquisition of MCI by us. Under the terms of our proposal, MCI shareholders would receive $23 per MCI share, comprised of $7.50 in cash and, calculated at the closing price of our common stock on February 11, 2005, $15.50 of our common stock based on a fixed exchange ratio of 3.735 shares of our common stock per MCI share. MCI shareholders would also receive $0.40 in

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quarterly dividends per MCI share for the four quarters anticipated between execution of a merger agreement and closing. We reconfirmed the terms of this proposal in a letter to MCI's Board of Directors on February 13, 2005. We subsequently learned that MCI had agreed to be acquired by Verizon Communications Inc., and, on February 17, 2005, we transmitted another letter to MCI's Board of Directors in which we notified MCI of our intention to submit a modified proposal to acquire MCI, notwithstanding MCI's agreement with Verizon, and also noted our expectation that MCI and its advisors will engage us in a meaningful dialogue regarding the merits of our proposal and provide us access to due diligence information that we believe has been made available to other parties. We cannot provide any assurance as to whether we will be successful in our effort to acquire MCI.

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