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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/01/03 Qwest Corp NT 10-K 12/31/02 1:24K Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: NT 10-K Notice of a Late Filing of a Form 10-K HTML 26K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING |
SEC FILE NUMBER 001-03040 CUSIP NUMBER 74913GA |
(CHECK ONE): |
ý Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
o Form N-SAR |
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For Period Ended: December 31, 2002 | ||||||||||
o Transition Report on Form 10-K | ||||||||||
o Transition Report on Form 20-F | ||||||||||
o Transition Report on Form 11-K | ||||||||||
o Transition Report on Form 10-Q | ||||||||||
o Transition Report on Form N-SAR | ||||||||||
For the Transition Period Ended: | ||||||||||
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. |
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: | ||||||||||
PART I — REGISTRANT INFORMATION |
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QWEST CORPORATION Full Name of Registrant |
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NOT APPLICABLE Former Name if Applicable |
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1801 CALIFORNIA STREET Address of Principal Executive Office (Street and Number) |
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DENVER, COLORADO 80202 City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
o (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
o (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |
o (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Qwest Corporation ("Qwest" or "we" or "us" or "our") is a wholly owned, indirect, subsidiary of Qwest Communications International Inc. ("QCII"). We are a reporting company under the Securities Exchange Act of 1934 as a result of having various series of debt securities registered under the Securities Act of 1933. We previously announced that we will also be restating our financial statements for 2001 and 2000. Because this restatement is not complete, we will not be in a position to timely file an Annual Report on Form 10-K for the year ended December 31, 2002 for Qwest Corporation (the "QC 2002 10-K"). We will file the QC 2002 10-K when (1) we have completed our restatement, (2) KPMG has completed their audits of prior periods (2001 and 2000), (3) KPMG has completed an audit of Qwest Corporation for 2002, (4) our chief executive officer and chief financial officer are able to make the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and (5) we have filed an amendment to Qwest Corporation's Annual Report on Form 10-K for the year ended December 31, 2001 (the "QC 2001 10-K Amendment") containing the audited restated financial statements for 2001 and 2000. We cannot state with certainty when these events will be completed.
(ATTACH
EXTRA SHEETS IF NEEDED)
SEC 1344 (2/11/2002)
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification | |||||
G. Anthony Lopez |
303 |
896-9435 |
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(Name) |
(Area Code) |
(Telephone Number) |
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(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | |||||
o Yes ý No |
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AS OF THE DATE OF THIS REPORT, THE COMPANY HAS NOT FILED ITS QUARTERLY REPORT ON FORM 10-Q FOR THE SECOND QUARTER ENDED JUNE 30, 2002 AND THIRD QUARTER ENDED SEPTEMBER 30, 2002. |
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(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | |||||
ý Yes o No | ||||||
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||
Qwest anticipates significant changes in results of operations for the year ended December 31, 2002 compared to the corresponding period in 2001. However, as of the date of this filing, we cannot reasonably estimate the amount of the anticipated changes until (1) we have completed our restatement, (2) KPMG has completed their audits of prior periods (2001 and 2000), and (3) KPMG has completed an audit of Qwest Corporation for 2002. |
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QWEST CORPORATION (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
April 1, 2003 |
By |
/s/ OREN G. SHAFFER |
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Name: | Oren G. Schaffer | ||||||
Title: | Vice Chairman and Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION |
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
This ‘NT 10-K’ Filing | Date | Other Filings | ||
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Filed on / Effective on: | 4/1/03 | 8-K | ||
For Period End: | 12/31/02 | 10-K, 10-K/A | ||
9/30/02 | NT 10-Q | |||
6/30/02 | NT 10-Q | |||
12/31/01 | 10-K | |||
List all Filings |