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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission File No. 000-22609

Qwest Communications International Inc.
(Exact name of registrant as specified in its charter)

        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 o    No ý.

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o.

        At November 30, 2003, 1,768,301,330 shares of common stock were outstanding.

QWEST COMMUNICATIONS INTERNATIONAL INC.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QWEST COMMUNICATIONS INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN MILLIONS, SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

QWEST COMMUNICATIONS INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(DOLLARS IN MILLIONS, SHARES IN THOUSANDS)

The accompanying notes are an integral part of these condensed consolidated financial statements.

QWEST COMMUNICATIONS INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN MILLIONS)

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

QWEST COMMUNICATIONS INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2003

(UNAUDITED)

Note 1: Basis of Presentation

        The condensed consolidated interim financial statements are unaudited. Qwest Communications International Inc. ("Qwest," "we," "us," the "Company" and "our") prepared these condensed consolidated financial statements in accordance with the instructions for Form 10-Q. In compliance with those instructions, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") have been condensed or omitted.

        During 2003 and 2002, we performed an internal analysis ("internal analysis") of our previously issued condensed consolidated financial statements for the first quarter of 2002. Our analysis also included our previously issued consolidated financial statements for the years ended December 31, 2001 and 2000, which periods are not included in this report. As a result of our internal analysis, we discovered certain errors in those consolidated financial statements. The accompanying condensed consolidated financial statements and related financial information for the three months ended March 31, 2002 have been restated. For further details on the nature of the errors and the related effects on our previously issued condensed consolidated financial statements for the three months ended March 31, 2002, see Note 2—Restatement of Results. Where appropriate, we have identified all balances that have been restated with the notation "as restated." Throughout these notes, the term "previously reported" will be used to refer to balances from our previously issued March 31, 2002 condensed consolidated financial statements included in our Form 10-Q for the period ended March 31, 2002.

        In the third quarter of 2002, we entered into contracts for the sale of our directory publishing business. In November 2002, we closed the sale of our directory publishing business in seven of the 14 states in which we offered these services. In September 2003, we completed the sale of the directory publishing business in the remaining states. As a consequence, the results of operations of our directory publishing business are included in income from discontinued operations in our condensed consolidated statements of operations for all periods presented. See Note 4—Discontinued Operations including Assets Held for Sale.

        We made certain reclassifications to prior balances to conform to the current year presentation. These statements include all the adjustments necessary to fairly present our condensed consolidated results of operations, financial position and cash flows as of March 31, 2003 and for all periods presented. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2002 (the "2002 Form 10-K"). Due to the number of subsequent events and updates that have occurred since the end of the period covered by these condensed consolidated financial statements, for the convenience of the reader we have generally included these items in their related footnotes. The condensed consolidated results of operations for the three month period ended March 31, 2003 and the statement of cash flows for the three month period ended March 31, 2003 are not necessarily indicative of the results or cash flows expected for the full year.

Recently adopted accounting pronouncements and cumulative effect of adoption

        On January 1, 2003, we adopted Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs, generally referred to as asset retirement obligations. SFAS No. 143 requires entities to record the fair value of a legal liability for an asset retirement obligation required to be settled under law or written or oral contract. If a reasonable estimate of fair value can be made, the fair value of the liability will be recognized in the period it is incurred, or if not, in the period a reasonable estimate of fair value can be made. This cost is initially capitalized and then amortized over the estimated remaining useful life of the asset. We have determined that we have legal asset retirement obligations associated with the removal of a limited group of long-lived assets and recorded a cumulative effect of a change in accounting principle charge upon adoption of SFAS No. 143 of $28 million (liability of $43 million net of an asset of $15 million) as of January 1, 2003.

        Prior to the adoption of SFAS No. 143, we have included in our group depreciation rates estimated net removal costs (removal costs less salvage). These costs have historically been reflected in the calculation of depreciation expense and therefore recognized in accumulated depreciation. When the assets were actually retired and removal costs were expended, the net removal costs were recorded as a reduction to accumulated depreciation. While SFAS No. 143 requires the recognition of a liability for asset retirement obligations that are legally binding, it precludes the recognition of a liability for asset retirement obligations that are not legally binding. Therefore, upon adoption of SFAS No. 143, we reversed the net removal costs within accumulated depreciation for those fixed assets where the removal costs exceeded the estimated salvage value and we did not have a legal removal obligation. This resulted in income from the cumulative effect of a change in accounting principle of $365 million pretax upon adoption of SFAS No. 143 on January 1, 2003. The net income impact for the three months ended March 31, 2003 is $206 million ($365 million less the $28 million of charges disclosed above, net of income taxes of $131 million).

        On a going forward basis, the net costs of removal related to these assets will be charged to our consolidated statement of operations in the period in which the costs are incurred. As a result, the adoption of SFAS No. 143 is expected to decrease our depreciation expense on an annual basis by approximately $32 million and increase operating expenses related to the accretion of the fair value of our legal asset retirement obligations by approximately $6 million annually beginning January 1, 2003. Based on historical charges and activity through the three months ended March 31, 2003, we believe that recurring removal costs will be approximately $35 million to $45 million annually which will be charged to our consolidated statement of operations as incurred.

        In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123," ("SFAS No. 148"), which is effective for financial statements related to periods ending after December 15, 2002. SFAS No. 148 requires the following expanded disclosure regarding stock-based compensation.

        We account for our stock-based compensation arrangements under the intrinsic-value recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees". Under the intrinsic-value method, no compensation expense is recognized for options granted to employees when the strike price of those options equals or exceeds the value of the underlying security on the measurement date. Any excess of the stock price on the measurement date over the exercise price is recorded as deferred compensation and amortized over the service period during which the stock option award vests using the accelerated method described in FASB Interpretation No. 28, "Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans". Had compensation cost for our stock-based compensation plans been determined under the fair value method in accordance with the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), our net income (loss) and basic and diluted income (loss) per share would have been changed to the pro forma amounts indicated below:

        The pro forma amounts reflected above may not be representative of the effects on our reported net income or loss in future years because the number of future shares to be issued under these plans is not known and the assumptions used to determine the fair value can vary significantly.

Earnings per share

        The weighted average number of shares used for computing basic and diluted income (loss) per share for the three months ended March 31, 2003 and 2002 was 1.707 billion and 1.667 billion, respectively. For these same periods, the effect of approximately 131 million and 102 million of outstanding stock options were excluded from the calculation of diluted income (loss) per share because the effect was anti-dilutive.

Note 2: Restatement of Results

        We have determined that, in certain cases, we misinterpreted or misapplied GAAP in our previously issued 2001, 2000 and three month period ended March 31, 2002 consolidated financial statements, and, accordingly, we restated our consolidated financial statements for each of the years in the two year period ended December 31, 2001 and related interim periods, which restatements are contained in our 2002 Form 10-K, and the condensed consolidated financial statements for the three month period ended March 31, 2002 we restated in this report. We have also restated our January 1, 2000 opening accumulated deficit to correct our accounting for our directory publishing business revenues and expenses, as further discussed below. Our January 1, 2002 opening accumulated deficit was increased by the impacts of restatement items from the two years ended December 31, 2001 and prior, in the amount of $2.849 billion.

        As discussed more fully below, the restatements involved, among other matters, revenue recognition issues related to directory publishing, installation fees and equipment sales. In making these restatements, we performed an internal analysis of our accounting policies, practices, procedures and disclosures for the affected periods.

Summary of restatement items

        The following tables set forth the effects of the restatement adjustments discussed below on revenue; pre-tax loss (i.e., loss before income taxes, discontinued operations and cumulative effect of changes in accounting principles); net loss; and loss per share as presented in our condensed consolidated statements of operations for the three month period ended March 31, 2002. The restatement adjustments are discussed in the paragraphs following the table.

(1)

As further discussed in Note 4—Discontinued Operations including Assets Held for Sale, in 2002 we began reporting the operations of our directory publishing business as discontinued. However, certain of the restatement adjustments affect these operations. The reclassification is made to reconcile revenues and pre-tax loss as previously reported, which included our directory publishing business in continuing operations, to the "as restated" amounts under the current presentation.

Directory publishing business revenues and costs

        Prior to 1999, we recognized revenues and expenses for our directory publishing business, Qwest Dex, Inc. ("Dex"), under the "deferral and amortization method" whereby revenues and expenses were recognized over the lives of the directories, generally one year. In 1999, we changed to the "point of publication method" of accounting, under which we recognized revenues and expenses at the time the related directory was published. Based on (1) our review of the policy, and (2) the interpretive guidance the Securities and Exchange Commission ("SEC") staff issued in 1999 in Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements" ("SAB No. 101"), we determined that our change to the point of publication method for our directory publishing business was not a change to an appropriate or preferable method of accounting, pursuant to APB Opinion No. 20, "Accounting Changes". Instead, we believe the "deferral and amortization method" is appropriate under our circumstances because we have a continuing obligation to our advertisers to maintain the directory in circulation over its life and, under our customer agreements, we have the discretion to change the publication dates for the directories.

        As a result, in our restated condensed consolidated financial statements, we have increased our previously reported directory publishing services revenue by $40 million for the three months ended March 31, 2002. These restatements also decreased our pre-tax loss by $25 million for the three months ended March 31, 2002.

        As discussed in Note 4—Discontinued Operations including Assets Held for Sale, our directory publishing business has been sold and is reported as a discontinued operation in these condensed consolidated financial statements. The impact of the restatement adjustments discussed above is included in income from discontinued operations in the condensed consolidated statements of operations.

Installation fees

        In 2001 and 2000, we recognized revenue for certain up-front fees charged to customers in connection with special plant construction or relocation. These fees were recognized as revenue in full at the time the construction or relocation was completed. Under SAB No. 101, these fees should have been initially deferred and recognized over the estimated life of the customer relationship. As a result, in our restated condensed consolidated financial statements, we have increased our previously reported revenues by $19 million for the three months ended March 31, 2002, resulting in a decrease in our pre-tax loss for the three months ended March 31, 2002 of a corresponding amount.

Certain equipment sales

        Genuity—During the third quarter of 2000, we entered into an arrangement with Genuity, Inc. ("Genuity") in which we sold certain equipment to them for $100 million and agreed to provide services over a five-year period for $160 million on the basis that these were separate agreements. In the third quarter of 2000, we recorded revenue of $100 million and cost of sales of $21 million related to the equipment sale. Additional equipment costs of $10 million were charged to cost of sales in the first quarter of 2001. We recognized revenue under the service contract of $11 million for the three months ended March 31, 2002. An entry was also made in an attempt to correct the accounting for the equipment sale in the first quarter of 2002 by increasing cost of sales by $48 million and establishing an equal amount of deferred revenue to be amortized in future periods. As a result of our internal analysis, we now believe that the equipment sale should be considered part of a single arrangement to provide services to Genuity. We also determined that we improperly recognized revenue under the services agreement prior to Genuity's acceptance of the underlying equipment's performance. Genuity's acceptance did not occur until the third quarter of 2001. As a result, we have restated our condensed consolidated financial statements for the three months ended March 31, 2002 to reverse the previously recognized $11 million of equipment and services revenue. Additionally, we are recognizing the $260 million arrangement fee as revenues ratably by site, over the five-year term of the arrangement beginning in the third quarter of 2001, which amounted to $5 million for the three months ended March 31, 2002. Our restated condensed consolidated financial statements also include adjustments to reverse the amounts of previously recognized cost of sales in 2001 and 2000. This amount has been reclassified to property, plant and equipment and is being depreciated over the five-year term of the agreement, including $2 million for the three months ended March 31, 2002. Our restated condensed consolidated financial statements also include an adjustment to reverse the attempted correction of the equipment sale in the first quarter of 2002.

        The adjustments recorded in our restated condensed consolidated financial statements resulted in a decrease in previously reported revenue of $6 million for the three months ended March 31, 2002. These adjustments resulted in a decrease in our pre-tax loss by $40 million for the three months ended March 31, 2002.

Purchase accounting

        We found several errors in the application of purchase accounting for the June 30, 2000 Merger and have recorded adjustments to correct those errors in our restated condensed consolidated financial statements. Additional adjustments to the results of our operations subsequent to the Merger were also required as a result of adjustments to the post-Merger opening balances. Those adjustments that had a significant impact on our first quarter 2002 post-Merger operating results are described in the following paragraphs.

        Intangible assets.    We recorded restatement adjustments to the amounts allocated to the customer lists and technology-in-place intangible assets acquired in the Merger. We also revised the estimated lives that had been originally assigned to these assets. These changes resulted in adjustments to the amortization of those assets. The net effect of the adjustments to intangible assets was a reduction of amortization expense of $8 million in the three months ended March 31, 2002.

        Tangible assets.    As a result of restatement adjustments to increase the amount allocated to property, plant and equipment, adjustments were required to increase depreciation expense by $21 million in the three months ended March 31, 2002.

        Investments.    As a result of restatement adjustments to increase the amount allocated to investments, adjustments to subsequent write-downs and gains and losses on sale of investments were required. As a result of the adjustments to investments, we recorded adjustments to increase the loss on sale of investments and recorded other investments write-downs by $97 million for the three months ended March 31, 2002.

        Liabilities.    As a result of restatement adjustments that reduced the amounts allocated to certain liabilities primarily related to amounts that we inappropriately accounted for as unfavorable contracts at the merger date related adjustments were required to correct our consolidated statements of operations in periods subsequent to the Merger. These adjustments to liabilities increased operating expenses by $86 million in the three months ended March 31, 2002.

Restructuring accrual

        In our previously issued consolidated financial statements we recorded restructuring expenses in the fourth quarter of 2001 in connection with our permanent abandonment of certain leased real estate facilities. In the first quarter of 2002 we exercised the buy-out option contained in three synthetic leases, which had previously been included in the restructuring accrual in 2001, and held the acquired buildings out for sale. We have determined that we misinterpreted applicable accounting guidance, including Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)", SAB No. 100, "Restructuring Charges," and EITF Issue No. 88-10, "Costs Associated with Lease Modification or Termination," as they relate to leased facilities and excluded certain items that should have been included in the 2001 restructuring charges, of which $4 million had previously been expensed in the first quarter of 2002. Additionally, we determined that we should have recorded an additional provision of $61 million to reflect the difference between the fair value and the guaranteed residual value of the buildings acquired in March 2002. As a result, we have increased our previously reported pre-tax loss by $57 million for the three months ended March 31, 2002.

Network labor costs

        In 2000, we began capitalizing certain labor costs that were associated with designing, deploying and testing facilities. During our internal analysis, we determined that certain of these costs should have been expensed as incurred. As a result, in our restated condensed consolidated financial statements we have recorded adjustments to increase ope