Attached files
| file | filename |
|---|---|
| EX-12 - EXHIBIT 12 - Level 3 Parent, LLC | exhibit12.htm |
| EX-31.1 - EXHIBIT 31.1 - Level 3 Parent, LLC | exhibit311.htm |
| EX-31.2 - EXHIBIT 31.2 - Level 3 Parent, LLC | exhibit312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period to
Commission file number 0-15658
LEVEL 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 47-0210602 | |
(State of Incorporation) | (I.R.S. Employer | |
Identification No.) | ||
1025 Eldorado Blvd., Broomfield, CO | 80021-8869 | |
(Address of principal executive offices) | (Zip Code) | |
(720) 888-1000
(Registrant’s telephone number,
including area code)
Securities registered pursuant to section 12(b) of the Act:
Common Stock, par value $.01 per share; | New York Stock Exchange | |
Preferred Stock Purchase Rights | ||
Securities registered pursuant to section 12(g) of the Act
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes x No o
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company o | |
(Do not check if a smaller reporting company) | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 30, 2011, the aggregate market value of common stock held by non-affiliates of the registrant approximated $2.99 billion based upon the closing price of the common stock as reported on the NASDAQ Global Select Market as of the close of business on that date. Share of common stock held by each executive officer and director and by each entity that owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Title | Outstanding | |
Common Stock, par value $.01 per share | 208,258,103 as of February 23, 2012 | |
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) and (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980.)
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (this "Amendment") to the Form 10-K for the period ended December 31, 2011, filed with the Securities and Exchange Commission on February 28, 2012 (the “Original Filing”), is to correct an error in Level 3 Communications, Inc.'s 2010 presentation of interest on debt in Exhibit 12.1, "Statements RE Computation of Ratios," to the Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed as Exhibits 31.1 and 31.2 to this Amendment.
Except as described above, no financial or other changes have been made to the Original Filing, and no financial or other information included in the Original Filing is being modified, amended or updated in any way by this Amendment. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEVEL 3 COMMUNICATIONS, INC.
Dated March 22, 2012 | By: /s/ ERIC J. MORTENSEN |
Eric J. Mortensen | |
Senior Vice President and Controller | |
(Principal Accounting Officer) | |