BROOMFIELD, Colo., July 29, 2014 /PRNewswire/ -- Level 3 Communications, Inc. (NYSE: LVLT) reported total revenue of $1.625 billion for the second quarter 2014, compared to $1.565 billion for the second quarter 2013.

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In the second quarter 2014, the company generated net income of $51 million and $0.21 basic and diluted net income per share, which included a $0.14 loss for the devaluation of the Venezuelan Bolivar, and $0.02 of tw telecom transaction-related fees. Excluding these items, the company generated basic and diluted net income per share of $0.37.

Adjusted EBITDA was $463 million in the second quarter 2014, excluding $4 million of tw telecom transaction-related fees. For the second quarter 2013, Adjusted EBITDA on a pro forma basis was $385 million, which has been adjusted to include $15 million in bonus-related non-cash compensation expense and to exclude $13 million of severance charges, both of which were recognized in that quarter.

"Level 3 delivered another quarter of solid revenue and Adjusted EBITDA growth," said Jeff Storey, president and CEO of Level 3. "Our ability to help enterprise customers solve their evolving, global telecommunications needs is a key differentiator in the industry. During the second quarter, we also indicated our intent to acquire tw telecom and the integration planning process is well underway."

Financial Results



                                                     Second Quarter 2013



    Metric                       Second Quarter 2014

    ($ in millions, except per
     share data)
    --------------------------

    Core Network Services
     Revenue                                  $1,479               $1,379
    ---------------------                     ------               ------

    Wholesale Voice Services and
     Other Revenue                              $146                 $186
    ----------------------------                ----                 ----

    Total Revenue                             $1,625               $1,565
    -------------                             ------               ------

    Adjusted EBITDA(1)(2)(3)(4)                 $463                 $385
    --------------------------                  ----                 ----

    Capital Expenditures                        $241                 $208
    --------------------                        ----                 ----

    Unlevered Cash Flow(1)                      $211                 $153
    ---------------------                       ----                 ----

    Free Cash Flow(1)                            $62                   $8
    ----------------                             ---                  ---

    Gross Margin(1)                            62.3%               60.6%
    --------------                              ----                 ----

    Adjusted EBITDA
     Margin(1)(2)(3)(4)                        28.5%               24.6%
    -------------------                         ----                 ----

    Net Income (Loss)                            $51                ($24)
    ----------------                             ---                 ----

    Basic Earnings (Loss) Per
     Share                                     $0.21              ($0.11)
    -------------------------                  -----               ------

    Diluted Earnings (Loss) Per
     Share                                     $0.21              ($0.11)
    ---------------------------                -----               ------

    (1)                See schedule of non-GAAP metrics for
                       definition and reconciliation to
                       GAAP measures.

    (2)                Adjusted EBITDA for the second quarter
                       2014 excludes tw telecom transaction-
                       related fees of $4 million.

    (3)                In 2013, the company accrued 60
                       percent of its annual employee bonus
                       compensation expense in the form of
                       equity and 40 percent in cash,
                       compared to 100 percent cash in
                       2014. The amount of the bonus
                       accrued as equity-based
                       compensation in the second quarter
                       of 2013 was $15 million. Adjusted
                       EBITDA and the resulting Adjusted
                       EBITDA margin in the second quarter
                       of 2013 have been adjusted on a pro
                       forma basis to include the $15
                       million to present the results on a
                       consistent basis with the accrual of
                       bonus compensation expense in 2014
                       as 100 percent cash.

    (4)                Adjusted EBITDA for the second quarter
                       2013 excludes $13 million of
                       severance charges.

Revenue



                                      Second Quarter 2013            Percent

                                                                     Change,

    Core
     Network
     Services
     (CNS)
     Revenue      Second Quarter 2014                      Constant Currency

    ($ in
     millions)
    ----------

    North
     America                   $1,051                 $970                  8%
    --------                   ------                 ----                 ---

    Wholesale                    $367                 $367                   -
    ---------                    ----                 ----                 ---

    Enterprise                   $684                 $603                 13%
    ----------                   ----                 ----                 ---


    EMEA                         $229                 $220                (2%)
    ----                         ----                 ----                 ---

    Wholesale                     $86                  $88                (8%)
    ---------                     ---                  ---                 ---

    Enterprise(1)                $143                 $132                  2%
    ------------                 ----                 ----                 ---


    Latin
     America                     $199                 $189                 10%
    --------                     ----                 ----                 ---

    Wholesale                     $42                  $40                  7%
    ---------                     ---                  ---                 ---

    Enterprise                   $157                 $149                 10%
    ----------                   ----                 ----                 ---


    Total
     CNS
     Revenue                   $1,479               $1,379                  7%
    --------                   ------               ------                 ---

    Wholesale                    $495                 $495                (1%)
    ---------                    ----                 ----                 ---

    Enterprise(1)                $984                 $884                 11%
    ------------                 ----                 ----                 ---

    (1)               Includes EMEA UK Government.

Core Network Services (CNS)
CNS revenue was $1.479 billion in the second quarter 2014, increasing 6.9 percent year-over-year on a constant currency basis.

Deferred Revenue
The deferred revenue balance was $1.143 billion at the end of the second quarter 2014, compared to $1.132 billion at the end of the second quarter 2013.

Cost of Revenue
Cost of revenue was $613 million in the second quarter 2014, compared to $616 million in the second quarter 2013.

Gross margin continued to expand, increasing to 62.3 percent for the second quarter 2014, compared to 60.6 percent in the second quarter 2013.

Selling, General and Administrative Expenses (SG&A)
Excluding non-cash compensation expense, SG&A expenses were $553 million in the second quarter 2014, which included $4 million of transaction-related fees. This compared to $564 million in the second quarter 2013, on a pro forma basis, adjusted to include the $15 million in bonus-related non-cash compensation and to exclude $13 million of severance charges.

Non-cash compensation expense was $16 million for the second quarter 2014. For the second quarter 2013, non-cash compensation was $48 million. Second quarter 2013 non-cash compensation expense was $16 million excluding $15 million in bonus-related non-cash compensation expense and $17 million related to the termination of former CEO Jim Crowe's employment agreement.

Adjusted EBITDA
For the second quarter 2014, Adjusted EBITDA was $463 million, excluding $4 million of transaction-related fees. For the second quarter 2013, Adjusted EBITDA on a pro forma basis was $385 million.

Adjusted EBITDA margin increased to 28.5 percent for the second quarter 2014, compared to Adjusted EBITDA margin of 24.6 percent for the second quarter 2013, on a pro forma basis.

Cash Flow and Liquidity
During the second quarter 2014, Unlevered Cash Flow was $211 million, compared to $153 million in the second quarter 2013.

Free Cash Flow was positive $62 million for the second quarter 2014, compared to positive $8 million in the second quarter 2013.

Capital expenditures were $241 million for the second quarter 2014, compared to $208 million for the second quarter 2013.

As of June 30, 2014, the company had cash and cash equivalents of approximately $637 million.

Corporate Transactions
On June 16, 2014, Level 3 announced that it entered into a definitive agreement to acquire tw telecom. Under the terms and subject to conditions of the agreement, tw telecom shareholders will receive $10 cash and 0.7 shares of Level 3 common stock for each share of tw telecom common stock that is owned at closing. Based on Level 3's closing stock price on June 13, 2014, the last trading day prior to the announcement of the transaction, the transaction is valued at $40.86 per tw telecom share, or approximately $7.3 billion, including the assumption of approximately $1.6 billion of net debt as of March 31, 2014.

Business Outlook
"We remain confident in our performance for the rest of year," said Sunit Patel, CFO of Level 3. "On a standalone basis, and excluding the effects from the tw telecom acquisition, we are reiterating our outlook for the full year 2014."

Conference Call and Web Site Information
Level 3 will hold a conference call to discuss the company's second quarter 2014 results today at 10 a.m. ET. The call will be broadcast live on Level 3's Investor Relations website at http://investors.level3.com. Additional information regarding the second quarter 2014 results, including the presentation management will review on the conference call, will be available on Level 3's Investor Relations website. If you are unable to join the call via the Web, the call can be accessed live at 1 877-283-5643 (U.S. Domestic) or 1 312-281-1201 (International). Questions should be sent to investor.relations@level3.com.

For additional information, please call 1 720-888-2518.

About Level 3 Communications
Level 3 Communications, Inc. (NYSE: LVLT) is a Fortune 500 company that provides local, national and global communications services to enterprise, government and carrier customers. Level 3's comprehensive portfolio of secure, managed solutions includes fiber and infrastructure solutions; IP-based voice and data communications; wide-area Ethernet services; video and content distribution; data center and cloud-based solutions. Level 3 serves customers in more than 500 markets in over 60 countries on a global services platform anchored by owned fiber networks on three continents and connected by extensive undersea facilities. For more information, please visit www.level3.com or get to know us on Twitter, Facebook and LinkedIn.

© Level 3 Communications, LLC. All Rights Reserved. Level 3, Level 3 Communications, Level (3) and the Level 3 Logo are either registered service marks or service marks of Level 3 Communications, LLC and/or one of its Affiliates in the United States and/or other countries. Any other service names, product names, company names or logos included herein are the trademarks or service marks of their respective owners. Level 3 services are provided by subsidiaries of Level 3 Communications, Inc.

Forward-Looking Statement
Some statements made in this press release are forward-looking in nature and are based on management's current expectations or beliefs. These forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside Level 3's control, which could cause actual events to differ materially from those expressed or implied by the statements. Important factors that could prevent Level 3 from achieving its stated goals include, but are not limited to, the company's ability to: successfully integrate the tw telecom acquisition or otherwise realize the anticipated benefits thereof; manage risks associated with continued uncertainty in the global economy; maintain and increase traffic on its network; develop and maintain effective business support systems; manage system and network failures or disruptions; avert the breach of its network and computer system security measures; develop new services that meet customer demands and generate acceptable margins; defend intellectual property and proprietary rights; manage the future expansion or adaptation of its network to remain competitive; manage continued or accelerated decreases in market pricing for communications services; obtain capacity for its network from other providers and interconnect its network with other networks on favorable terms; attract and retain qualified management and other personnel; successfully integrate future acquisitions; effectively manage political, legal, regulatory, foreign currency and other risks it is exposed to due to its substantial international operations; mitigate its exposure to contingent liabilities; and meet all of the terms and conditions of its debt obligations. Additional information concerning these and other important factors can be found within Level 3's filings with the Securities and Exchange Commission. Statements in this press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.



    Contact Information


    Media:                      Investors:

    Ashley Pritchard            Mark Stoutenberg

    +1 720-888-5950             +1 720-888-2518

    ashley.pritchard@level3.com mark.stoutenberg@level3.com

Level 3 Communications:

Non-GAAP Metrics

Pursuant to Regulation G, the company is hereby providing definitions of non-GAAP financial metrics and reconciliations to the most directly comparable GAAP measures.

The following describes and reconciles those financial measures as reported under accounting principles generally accepted in the United States (GAAP) with those financial measures as adjusted by the items detailed below and presented in the accompanying news release. These calculations are not prepared in accordance with GAAP and should not be viewed as alternatives to GAAP. In keeping with its historical financial reporting practices, the company believes that the supplemental presentation of these calculations provides meaningful non-GAAP financial measures to help investors understand and compare business trends among different reporting periods on a consistent basis.

In addition, measures referred to in the accompanying news release as being calculated "on a constant currency basis" or "in constant currency terms" are non-GAAP metrics intended to present the relevant information assuming a constant exchange rate between the two periods being compared. Such metrics are calculated by applying the currency exchange rates used in the preparation of the prior period financial results to the subsequent period results.

Consolidated Revenue is defined as total revenue from the Consolidated Statements of Operations.

Core Network Services Revenue includes revenue from colocation and datacenter services, transport and fiber, IP and data services, and voice services (local and enterprise).

Gross Margin ($) is defined as total revenue less cost of revenue from the Consolidated Statements of Operations.

Gross Margin (%) is defined as gross margin ($) divided by total revenue. Management believes that gross margin is a relevant metric to provide to investors, as it is a metric that management uses to measure the margin available to the company after it pays third party network services costs; in essence, a measure of the efficiency of the company's network.

Adjusted EBITDA is defined as net income (loss) from the Consolidated Statements of Operations before income taxes, total other income (expense), non-cash impairment charges, depreciation and amortization and non-cash stock compensation expense.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by total revenue.



                      Adjusted EBITDA Metric

                              Q2 2014

                           (in millions)
                           ------------


    Net Income                                              $51

    Income Tax Expense                              12

    Total Other Expense                            193

    Depreciation and Amortization                  187

    Non-Cash Stock Compensation                     16

    Adjusted EBITDA                                        $459
                                                           ====


    Adjusted EBITDA Margin                       28.2%



                      Adjusted EBITDA Metric

                              Q1 2014
                              -------

                           (in millions)
                           ------------


    Net Income                                             $112

    Income Tax Expense                               7

    Total Other Expense                            145

    Depreciation and Amortization                  184

    Non-Cash Stock Compensation                     10

    Adjusted EBITDA                                        $458
                                                           ====


    Adjusted EBITDA Margin                       28.5%



                       Adjusted EBITDA Metric

                            Q2 2013 (1)
                             ----------

                           (in millions)
                            ------------


    Net Loss                                               $(24)

    Income Tax Expense                               11

    Total Other Expense                             153

    Depreciation and Amortization                   199

    Non-Cash Stock Compensation                      48
                                                    ---

    Adjusted EBITDA                                         $387
                                                            ====


    Adjusted EBITDA Margin                        24.7%

((1))Adjusted EBITDA and the resulting Adjusted EBITDA Margin includes $15 million in the second quarter of 2013 in non-cash bonus related compensation.

Management believes that Adjusted EBITDA and Adjusted EBITDA Margin are relevant and useful metrics to provide to investors, as they are an important part of the company's internal reporting and are key measures used by Management to evaluate profitability and operating performance of the company and to make resource allocation decisions. Management believes such measures are especially important in a capital-intensive industry such as telecommunications. Management also uses Adjusted EBITDA and Adjusted EBITDA Margin to compare the company's performance to that of its competitors and to eliminate certain non-cash and non-operating items in order to consistently measure from period to period its ability to fund capital expenditures, fund growth, service debt and determine bonuses. Adjusted EBITDA excludes non-cash impairment charges and non-cash stock compensation expense because of the non-cash nature of these items. Adjusted EBITDA also excludes interest income, interest expense and income taxes because these items are associated with the company's capitalization and tax structures. Adjusted EBITDA also excludes depreciation and amortization expense because these non-cash expenses primarily reflect the impact of historical capital investments, as opposed to the cash impacts of capital expenditures made in recent periods, which may be evaluated through cash flow measures. Adjusted EBITDA excludes the gain (or loss) on extinguishment and modification of debt and other, net because these items are not related to the primary operations of the company.

There are limitations to using Adjusted EBITDA as a financial measure, including the difficulty associated with comparing companies that use similar performance measures whose calculations may differ from the company's calculations. Additionally, this financial measure does not include certain significant items such as interest income, interest expense, income taxes, depreciation and amortization, non-cash impairment charges, non-cash stock compensation expense, the gain (or loss) on extinguishment and modification of debt and net other income (expense). Adjusted EBITDA and Adjusted EBITDA Margin should not be considered a substitute for other measures of financial performance reported in accordance with GAAP.

Unlevered Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures, plus cash interest paid and less interest income all as disclosed in the Consolidated Statements of Cash Flows or the Consolidated Statements of Operations. Management believes that Unlevered Cash Flow is a relevant metric to provide to investors, as it is an indicator of the operational strength and performance of the company and, measured over time, provides management and investors with a sense of the underlying business' growth pattern and ability to generate cash. Unlevered Cash Flow excludes cash used for acquisitions and debt service and the impact of exchange rate changes on cash and cash equivalents balances.

There are material limitations to using Unlevered Cash Flow to measure the company's cash performance as it excludes certain material items such as payments on and repurchases of long-term debt, interest income, cash interest expense and cash used to fund acquisitions. Comparisons of Level 3's Unlevered Cash Flow to that of some of its competitors may be of limited usefulness since Level 3 does not currently pay a significant amount of income taxes due to net operating losses, and therefore, generates higher cash flow than a comparable business that does pay income taxes. Additionally, this financial measure is subject to variability quarter over quarter as a result of the timing of payments related to accounts receivable and accounts payable and capital expenditures. Unlevered Cash Flow should not be used as a substitute for net change in cash and cash equivalents in the Consolidated Statements of Cash Flows.

Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures as disclosed in the Consolidated Statements of Cash Flows. Management believes that Free Cash Flow is a relevant metric to provide to investors, as it is an indicator of the company's ability to generate cash to service its debt. Free Cash Flow excludes cash used for acquisitions, principal repayments and the impact of exchange rate changes on cash and cash equivalents balances.

There are material limitations to using Free Cash Flow to measure the company's performance as it excludes certain material items such as principal payments on and repurchases of long-term debt and cash used to fund acquisitions. Comparisons of Level 3's Free Cash Flow to that of some of its competitors may be of limited usefulness since Level 3 does not currently pay a significant amount of income taxes due to net operating losses, and therefore, generates higher cash flow than a comparable business that does pay income taxes. Additionally, this financial measure is subject to variability quarter over quarter as a result of the timing of payments related to interest expense, accounts receivable and accounts payable and capital expenditures. Free Cash Flow should not be used as a substitute for net change in cash and cash equivalents on the Consolidated Statements of Cash Flows.




    Unlevered Cash Flow and
     Free Cash Flow

    Three Months Ended June 30,
     2014                       Unlevered

    ($ in millions)             Cash Flow       Free Cash Flow
    --------------              ---------       --------------


    Net Cash Provided by
     Operating Activities                  $303                       $303

    Capital Expenditures             (241)                     (241)

    Cash Interest Paid                 149                        N/A

    Interest Income                      -                       N/A

    Total                                  $211                        $62
                                           ====                        ===



    Unlevered Cash Flow and
     Free Cash Flow

    Three Months Ended March
     31, 2014                Unlevered

    ($ in millions)          Cash Flow       Free Cash Flow
    --------------           ---------       --------------


    Net Cash Provided by
     Operating Activities               $141                        $141

    Capital Expenditures          (163)                     (163)

    Cash Interest Paid              128                        N/A

    Interest Income                   -                       N/A

    Total                               $106                       $(22)
                                        ====                        ====



    Unlevered Cash Flow and
     Free Cash Flow

    Three Months Ended June 30,
     2013                       Unlevered

    ($ in millions)             Cash Flow       Free Cash Flow
    --------------              ---------       --------------


    Net Cash Provided by
     Operating Activities                  $216                       $216

    Capital Expenditures             (208)                     (208)

    Cash Interest Paid                 145                        N/A

    Interest Income                      -                       N/A

    Total                                  $153                         $8
                                           ====                        ===



                                                      Regional Revenue Distribution
                                                      -----------------------------

                                                                                                                                                        2Q14/                              2Q14/

                                                                                                                                                               2Q13%                              1Q14%

                                                                                                                                      2Q14/             Change          2Q14/              Change         2Q14

                                                                                                                                            2Q13%     Constant                1Q14%     Constant          %

                                 2Q13     3Q13   4Q13           1Q14          2Q14     Change Currency        Change     Currency       CNS
                                 ----     ----   ----           ----          ----     ------ --------        ------     --------       ---


    CNS Revenue
     ($ in millions)

    North America                           $970                                 $987                  $1,025                     $1,043                        $1,051            8.4%    8.3%       0.8%     0.7%   71%

    Wholesale                               $367                                 $365                    $374                       $368                          $367              -% (0.2)%     (0.3)%   (0.4)%   25%

    Enterprise                              $603                                 $622                    $651                       $675                          $684           13.4%   13.4%       1.3%     1.3%   46%


    EMEA                                    $220                                 $222                    $223                       $225                          $229            4.1%  (1.8)%       1.8%     0.8%   16%

    Wholesale                                $88                                  $88                     $89                        $87                           $86          (2.3)%  (7.7)%     (1.1)%   (1.9)%    6%

    Enterprise                              $132                                 $134                    $134                       $138                          $143            8.3%    2.2%       3.6%     2.5%   10%


    Latin America                           $189                                 $188                    $195                       $189                          $199            5.3%    9.7%       5.3%     3.4%   13%

    Wholesale                                $40                                  $39                     $41                        $40                           $42            5.0%    7.2%       5.0%     2.5%    3%

    Enterprise                              $149                                 $149                    $154                       $149                          $157            5.4%   10.4%       5.4%     3.6%   10%


    Total                                 $1,379                               $1,397                  $1,443                     $1,457                        $1,479            7.3%    6.9%       1.5%     1.1%  100%

    Wholesale                               $495                                 $492                    $504                       $495                          $495              -% (0.9)%         -%  (0.5)%   34%

    Enterprise                              $884                                 $905                    $939                       $962                          $984           11.3%   11.2%       2.3%     1.8%   66%


    Total CNS                             $1,379                               $1,397                  $1,443                     $1,457                        $1,479            7.3%    6.9%       1.5%     1.1%

    Wholesale Voice Services and
     Other Revenue                    186             172                          159             152               146           (21.5)%    (21.2)%   (3.9)%   (3.7)%

    Total Revenue                         $1,565                               $1,569                  $1,602                     $1,609                        $1,625            3.8%    3.5%       1.0%     0.6%
                                          ======                               ======                  ======                     ======                        ======



                                     Services Revenue
                                     ----------------

                                                                                           2Q14/       2Q14/           2Q14

                                                                                                 2Q13%       1Q14%    %

                    2Q13 3Q13   4Q13    1Q14          2Q14    Change Change        CNS
                    ---- ----   ----    ----          ----    ------ ------        ---


    Core Network
     Services
     Revenue ($ in
     millions)

    Colocation and
     Datacenter
     Services              $145                          $144                 $154       $145                    $146          0.7%   0.7%  10%

    Transport and
     Fiber                 $480                          $483                 $496       $502                    $508          5.8%   1.2%  34%

    IP and Data
     Services              $522                          $536                 $557       $573                    $588         12.6%   2.6%  40%

    Voice Services
     (Local and
     Enterprise)           $232                          $234                 $236       $237                    $237          2.2%     -% 16%
                           ----                          ----                 ----       ----                    ----

    Total Core
     Network
     Services            $1,379                        $1,397               $1,443     $1,457                  $1,479          7.3%   1.5% 100%

    Wholesale Voice
     Services and
     Other                 $186                          $172                 $159       $152                    $146       (21.5)% (3.9)%
                                                                                                             ----

    Total Revenue        $1,565                        $1,569               $1,602     $1,609                  $1,625          3.8%   1.0%
                         ======                        ======               ======     ======                  ======

Debt is defined as total gross debt, including capital leases from the Consolidated Balance Sheet.

Net Debt to Last Twelve Months (LTM) Adjusted EBITDA Ratio is defined as debt, reduced by cash and cash equivalents and divided by LTM Adjusted EBITDA.



    Level 3 Communications, Inc. and Consolidated Subsidiaries

    Net Debt to LTM Adjusted EBITDA Ratio as of June 30, 2014
    ---------------------------------------------------------

                        ($ in millions)
                         --------------


    Debt                                              $8,386

    Cash and Cash Equivalents               (637)

    Net Debt                                          $7,749
                                                      ======

    LTM Adjusted EBITDA                               $1,768
                                                      ======

    Net Debt to LTM Adjusted EBITDA
     Ratio                                    4.4
                                              ===



                                                              LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                  Consolidated Statements of Operations

                                                                               (unaudited)


                                                      Three Months Ended
                                                      ------------------

                                                           June 30,                                  March 31,         June 30,

    (dollars in millions,
     except per share
     data)                                                                    2014                                2014             2013
    ---------------------                                                     ----                                ----             ----


    Revenue                                                                 $1,625                              $1,609           $1,565


    Costs and Expenses (exclusive of depreciation and
     amortization shown separately below):

      Cost of Revenue                                                          613                                 614              616

      Depreciation and
       Amortization                                                            187                                 184              199

      Selling, General and
       Administrative                                                          569                                 547              610
                                                                               ---                                 ---              ---

           Total Costs and
            Expenses                                                         1,389                               1,345            1,425
                                                                             -----                               -----            -----


    Operating Income                                                           256                                 264              140


    Other Income (Expense):

      Interest income                                                            -                                  -               -

      Interest expense                                                       (149)                              (151)           (167)

      Other, net                                                              (44)                                  6               14
                                                                               ---

      Total Other Expense                                                    (193)                              (145)           (153)
                                                                              ----                                ----             ----


    Income (Loss) Before
     Income Taxes                                                               63                                 119             (13)


    Income Tax Expense                                                        (12)                                (7)            (11)
                                                                               ---                                 ---              ---


    Net Income (Loss)                                                          $51                                $112            $(24)
                                                                               ===                                ====             ====


    Basic Earnings per Common Share:

    Net Income (Loss) per
     Share                                                                   $0.21                               $0.48          $(0.11)

    Weighted-Average
     Shares Outstanding
     (in thousands)                                                        237,376                             235,635          221,609


    Diluted Earnings per Common Share:

    Net Income (Loss) per
     Share                                                                   $0.21                               $0.47          $(0.11)

    Weighted-Average
     Shares Outstanding
     (in thousands)                                                        241,406                             239,294          221,609

                                           LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                    Consolidated Balance Sheets

                                                            (unaudited)


                                         June 30,                               December 31,         June 30,

    (dollars in millions)                                   2014                                2013             2013
    --------------------                                    ----                                ----             ----


    Assets


    Current Assets:

      Cash and cash
       equivalents                                          $637                                $631             $596

      Restricted cash and
       securities                                              6                                   7                7

      Receivables, less
       allowances for
       doubtful accounts                                     722                                 673              721

      Other                                                  174                                 143              179
                                                             ---                                 ---              ---

    Total Current Assets                                   1,539                               1,454            1,503


    Property, Plant and
     Equipment, net                                        8,355                               8,240            8,171

    Restricted Cash and
     Securities                                               23                                  23               27

    Goodwill                                               2,578                               2,577            2,565

    Other Intangibles,
     net                                                     169                                 205              232

    Other Assets                                             364                                 375              367

    Total Assets                                         $13,028                             $12,874          $12,865
                                                         =======                             =======          =======


    Liabilities and Stockholders' Equity


    Current Liabilities:

      Accounts payable                                      $613                                $625             $688

      Current portion of
       long-term debt                                        503                                  31               30

      Accrued payroll and
       employee benefits                                     145                                 209              177

      Accrued interest                                       166                                 160              192

      Current portion of
       deferred revenue                                      258                                 253              226

      Other                                                  139                                 168              190
                                                             ---                                 ---              ---

    Total Current
     Liabilities                                           1,824                               1,446            1,503


    Long-Term Debt, less
     current portion                                       7,855                               8,331            8,506

    Deferred Revenue,
     less current portion                                    885                                 906              906

    Other Liabilities                                        785                                 780              842
                                                             ---                                 ---              ---

    Total Liabilities                                     11,349                              11,463           11,757


    Stockholders' Equity                                   1,679                               1,411            1,108
                                                           -----                               -----            -----

    Total Liabilities and
     Stockholders' Equity                                $13,028                             $12,874          $12,865
                                                         =======                             =======          =======



                                                                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                      Consolidated Statements of Cash Flows

                                                                                   (unaudited)


                                                            Three Months Ended
                                                            ------------------

                                                                 June 30,                                  March 31,        June 30,

    (dollars in millions)                                                           2014                               2014             2013
    --------------------                                                            ----                               ----             ----


    Cash Flows from Operating Activities:

    Net income (loss)                                                                $51                               $112            $(24)

    Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:

    Depreciation and
     amortization                                                                    187                                184              199

    Non-cash compensation
     expense attributable to
     stock awards                                                                     16                                 10               48

    Accretion of debt discount
     and amortization of debt
     issuance costs                                                                    8                                  9                9

    Accrued interest on long-
     term debt                                                                       (8)                                14               13

    Non-cash tax adjustments                                                           1                                (5)             (2)

    Deferred income taxes                                                              7                                  7             (14)

    Gain on sale of property,
     plant and equipment and
     other assets                                                                      -                               (1)             (1)

    Other, net                                                                        12                               (12)            (19)

    Changes in working capital items:

    Receivables                                                                     (23)                              (26)               4

    Other current assets                                                            (12)                              (18)             (8)

    Payables                                                                          51                               (69)            (48)

    Deferred revenue                                                                (23)                                 1                7

    Other current liabilities                                                         36                               (65)              52
                                                                                     ---                                ---              ---

    Net Cash Provided by
     Operating Activities                                                            303                                141              216


    Cash Flows from Investing Activities:

    Capital expenditures                                                           (241)                             (163)           (208)

    Change in restricted cash
     and securities, net                                                               1                                  1                5

    Other                                                                              -                                 -            (14)
                                                                                                                     ---

    Net Cash Used in Investing
     Activities                                                                    (240)                             (162)           (217)


    Cash Flows from Financing Activities:

    Long-term debt
     borrowings, net of
     issuance costs                                                                    -                                 -               -

    Payments on and
     repurchases of long-term
     debt and capital leases                                                         (3)                               (3)            (13)
                                                                                     ---

    Net Cash Used in Financing
     Activities                                                                      (3)                               (3)            (13)


    Effect of Exchange Rates
     on Cash and Cash
     Equivalents                                                                    (30)                                 -               -
                                                                                     ---                                ---             ---


    Net Change in Cash and
     Cash Equivalents                                                                 30                               (24)            (14)


    Cash and Cash Equivalents
     at Beginning of Period                                                          607                                631              610
                                                                                     ---                                ---              ---


    Cash and Cash Equivalents
     at End of Period                                                               $637                               $607             $596
                                                                                    ====                               ====             ====


    Supplemental Disclosure of Cash Flow Information:

    Cash interest paid                                                              $149                               $128             $145

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SOURCE Level 3 Communications, Inc.