SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2002
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1025 Eldorado Blvd., Broomfield, Colorado 80021
(Address of principal executive offices) (Zip code)
720-888-1000
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
Item 4. Changes to Registrant's Certifying Accountants
Effective June 14, 2002, Level 3 Communications, Inc. ("Level 3") determined not
to renew the engagement of its independent accountants, Arthur Andersen LLP
("Andersen") and appointed KPMG LLP ("KPMG") as its new independent accountants,
effective immediately. This determination followed Level 3's decision to seek
proposals from independent accountants to audit Level 3's financial statements
for the fiscal year ending December 31, 2002. The decision not to renew the
engagement of Andersen and to retain KPMG was approved by the Audit Committee of
Level 3's Board of Directors
Andersen's report dated January 29, 2002 (except with respect to matters
discussed in Note 17 to the financial statements, as to which the date is March
13, 2002) on Level 3's 2001 financial statements was issued on March 13, 2002 in
conjunction with the filing of Level 3's Annual Report on Form 10-K for the year
ended December 31, 2001.
During Level 3's two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through June 14, 2002, there were no disagreements
between Level 3 and Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to Andersen's satisfaction would have caused them
to make reference to the subject matter of the disagreement in connection with
their reports. None of the reportable events described under Item 304(a)(1)(v)
of Regulation S-K occurred within Level 3's two most recent fiscal years and the
subsequent interim period through June 14, 2002. The audit reports of Andersen
on the consolidated financial statements of Level 3 and subsidiaries as of and
for the fiscal years ended December 31, 2001 and 2000 do not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
Level 3 provided Andersen with a copy of the foregoing disclosures. Attached as
Exhibit 16.1 is a copy of Andersen's letter, dated June 19, 2002, stating that
it has found no basis for disagreement with such statements.
During Level 3's two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through June 14, 2002, Level 3 did not consult with
KPMG regarding any of the matters or events set forth in Item 304(a)(2)(i) and
(ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
16.1 Letter of Arthur Andersen LLP dated June 19, 2002.
SIGNATURES
Pursuant to the requirements 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.
June 20, 2002 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Vice President