BROOMFIELD, Colo., Oct. 28, 2015 /PRNewswire/ -- Level 3 Communications, Inc. (NYSE: LVLT) today reported results for the third quarter 2015.

"As we approach the one year mark of the tw telecom acquisition, we are pleased with the progress we have made as a combined company to strengthen Level 3's competitive position," said Jeff Storey, president and CEO of Level 3. "The continued transition in technology creates an ongoing opportunity for Level 3. We are continuing to invest in the business to position the company for the future."

Reported results through the third quarter 2015 include the results from the company's Venezuelan subsidiary's operations using the SICAD I exchange rate. Total revenue was $2.062 billion for the third quarter 2015, compared to $2.038 billion on a pro forma basis, for the third quarter 2014, assuming the tw telecom acquisition took place on January 1, 2014.

In the third quarter 2015, the company generated net income of $172 million and basic earnings per share of $0.48, which excludes a non-recurring charge related to the deconsolidation of the company's Venezuelan subsidiary's operations. That charge was approximately $171 million or $0.48 per share. Including this charge, net income was $1 million and basic and diluted earnings per share were $0.00 per share. For the third quarter 2014, pro forma net income was $81 million and basic earnings per share was $0.24.

Financial Results



                                                   Third Quarter 2014 Pro
                                                              Forma(1)(2)



    Metric                   Third Quarter 2015(1)

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

    Core Network Services
     Revenue(3)                             $1,946                  $1,894
    ---------------------                   ------                  ------

    Wholesale Voice Services
     and Other Revenue(3)                     $116                    $144
    ------------------------                  ----                    ----

    Total Revenue                           $2,062                  $2,038
    -------------                           ------                  ------

    Adjusted EBITDA,
     including acquisition
     related expenses(4)(5)                   $657                    $612
    -----------------------                   ----                    ----

    Capital Expenditures                      $328                    $302
    --------------------                      ----                    ----

    Unlevered Cash Flow(4)                    $376                    $294
    ---------------------                     ----                    ----

    Free Cash Flow(4)                         $247                    $139
    ----------------                          ----                    ----

    Network Access Margin                    65.8%                  64.8%
    ---------------------                     ----                    ----

    Adjusted EBITDA
     Margin(4)(5)                            31.9%                  30.0%
    ---------------                           ----                    ----

    Net Income                                  $1                     $81
    ----------                                 ---                     ---

    Net Income  per Common
     Share- Basic and
     Diluted                                 $0.00                   $0.24
    ----------------------                   -----                   -----

    Weighted Average Shares
     Outstanding (in
     thousands)-Basic                      355,791                 335,165
    -----------------------                -------                 -------

    (1)               As reported results include results
                      from the company's Venezuelan
                      subsidiary's operations using the
                      SICAD I exchange rate.

    (2)               References to "pro forma" figures
                      assume the tw telecom acquisition
                      took place on January 1, 2014.

    (3)               The reported third quarter 2014
                      results have been adjusted to
                      reflect changes made to customer
                      assignments between the wholesale
                      and enterprise channels as of the
                      beginning of 2015.

    (4)               See schedule of non-GAAP metrics
                      for definitions and reconciliation
                      to GAAP measures.

    (5)               Includes tw telecom acquisition-
                      related expenses of $18 million for
                      the third quarter 2015 and $8
                      million for the third quarter 2014.

Revenue



                                          Third Quarter 2014 Pro
                                                  Forma(1)(2)(3)            Percent

                                                                            Change,

    Core
     Network
     Services
     (CNS)
     Revenue        Third Quarter 2015(1)                         Constant Currency

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

    North
     America                       $1,551                  $1,471                  6%
    --------                       ------                  ------                 ---

    Wholesale                        $421                    $428                (1%)
    ---------                        ----                    ----                 ---

    Enterprise                     $1,130                  $1,043                  8%
    ----------                     ------                  ------                 ---


    EMEA                             $212                    $222                  2%
    ----                             ----                    ----                 ---

    Wholesale                         $69                     $80                (6%)
    ---------                         ---                     ---                 ---

    Enterprise                       $117                    $114                  8%
    ----------                       ----                    ----                 ---

        UK
         Government                   $26                     $28                   -
        -----------                   ---                     ---                 ---


    Latin
     America                         $183                    $201                  9%
    --------                         ----                    ----                 ---

    Wholesale                         $39                     $41                 10%
    ---------                         ---                     ---                 ---

    Enterprise                       $144                    $160                  9%
    ----------                       ----                    ----                 ---


    Total CNS
     Revenue                       $1,946                  $1,894                  6%
    ---------                      ------                  ------                 ---

    Wholesale                        $529                    $549                (1%)
    ---------                        ----                    ----                 ---

    Enterprise                     $1,417                  $1,345                  8%
    ----------                     ------                  ------                 ---

    (1)               As reported results include
                      results from the company's
                      Venezuelan subsidiary's
                      operations using the SICAD I
                      exchange rate.

    (2)               References to "pro forma" figures
                      assume the tw telecom acquisition
                      took place on January 1, 2014.

    (3)               The reported third quarter 2014
                      results have been adjusted to
                      reflect changes made to customer
                      assignments between the wholesale
                      and enterprise channels as of the
                      beginning of 2015.

CNS Revenue

CNS Revenue was $1.946 billion in the third quarter 2015, increasing 6 percent year-over-year on a pro forma and constant currency basis.

Deferred Revenue

The Deferred Revenue balance was $1.215 billion at the end of the third quarter 2015, compared to $1.172 billion at the end of the second quarter 2015.

Network Access Costs

Network Access Costs were $706 million in the third quarter 2015, compared to $717 million on a pro forma basis in the third quarter 2014.

Network Related Expenses

For the third quarter 2015, excluding non-cash compensation and integration-related expenses, Network Related Expenses were $356 million. This compares to $365 million on a pro forma basis for the third quarter 2014.

Selling, General and Administrative Expenses (SG&A)

Excluding non-cash compensation and integration-related expenses, SG&A expenses were $325 million in the third quarter 2015. This compares to $336 million on a pro forma basis for the third quarter 2014.

Non-cash Compensation Expense

Non-cash compensation expense was $34 million for the third quarter 2015. For the third quarter 2014, non-cash compensation expense was $32 million on a pro forma basis.

Adjusted EBITDA

For the third quarter 2015, Adjusted EBITDA was $657 million, including $18 million of integration-related expenses. For the third quarter 2014, Adjusted EBITDA on a pro forma basis was $612 million, which included $8 million of tw telecom acquisition-related expenses.

Cash Flow

Free Cash Flow was $247 million for the third quarter 2015, compared to $139 million on a pro forma basis for the third quarter 2014.

For the third quarter 2015, capital expenditures were $328 million.

As of September 30, 2015, the company had cash and cash equivalents of approximately $691 million.

Venezuela

Effective September 30, 2015, the company deconsolidated its Venezuelan subsidiary and its related operations from its consolidated financial statements and began accounting for its investment in that Venezuelan subsidiary using the cost method of accounting. In future periods, the company's financial results will not include Venezuela operations. During the third quarter 2015, the company reported revenue of $25 million and Adjusted EBITDA of $16 million from its Venezuela operations at the SICAD I exchange rate which was devalued from 12.8 to 13.5 Bolivars to the US Dollar effective September 1, 2015.

This change in accounting treatment does not directly affect the company's Venezuelan operations. The company continues to operate in the region and remains committed to serving Venezuelan customers.

Release of Deferred Tax Valuation Allowance

With the company's Federal net operating loss carryforward position of $10.3 billion as of December 31, 2014 in the U.S. and continued expectation to generate income before taxes, the company expects to release a significant portion of its valuation allowance against its U.S. deferred tax assets in the fourth quarter 2015. The company expects the release of the valuation allowance to benefit fourth quarter Income Tax expense and Net Income by approximately $3.1 billion to $3.3 billion.

2015 Business Outlook

"We are confident in our full year financial performance, despite the change in the accounting for our Venezuelan operations and continued currency headwinds," said Sunit Patel, executive vice president and CFO of Level 3. "We now expect 2015 Adjusted EBITDA growth of 15 to 17 percent, compared to our previous outlook of 14 to 17 percent. We continue to expect to generate $600 to $650 million of Free Cash Flow for the full year 2015. All other outlook measures remain unchanged."

Conference Call and Web Site Information

Level 3 will hold a conference call to discuss the company's third quarter 2015 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 third quarter 2015 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 +1 877-283-5145 (U.S. Domestic) or +1 312-281-1200 (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 across 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 elsewhere. 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; manage risks associated with continued uncertainty in the global economy; increase revenue from its services to realize its targets for financial and operating performance; 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; manage the future expansion or adaptation of its network to remain competitive; defend intellectual property and proprietary rights; 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:

    D. Nikki Wheeler         Mark Stoutenberg
                             
    +1 720-888-2518
    +1 720-888-0560

    nikki.wheeler@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).

Network Access Costs includes leased capacity, right-of-way costs, access charges, satellite transponder lease costs and other third party costs directly attributable to providing access to customer locations from the Level 3 network, but excludes Network Related Expenses, and depreciation and amortization. Network Access Costs do not include any employee expenses or impairment expenses; these expenses are allocated to Network Related Expenses or Selling, General and Administrative Expenses.

Network Related Expenses includes certain expenses associated with the delivery of services to customers and the operation and maintenance of the Level 3 network, such as facility rent, utilities, maintenance and other costs, each related to the operation of its communications network, as well as salaries, wages and related benefits (including non-cash stock-based compensation expenses) associated with personnel who are responsible for the delivery of services, operation and maintenance of its communications network, and accretion expense on asset retirement obligations, but excludes depreciation and amortization.

Network Access Margin ($) is defined as total Revenue less Network Access Costs from the Consolidated Statements of Operations, and excludes Network Related Expenses.

Network Access Margin (%) is defined as Network Access Margin ($) divided by total Revenue. Management believes that network access 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

                      Q3 2015 (as reported)
                       --------------------

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


    Net Income                                              $1

    Income Tax Expense                            16

    Total Other Expense                          310

    Depreciation and Amortization                296

    Non-Cash Stock Compensation                   34
                                                 ---

    Adjusted EBITDA                                       $657


    Total Revenue                                       $2,062
                                                        ======

    Adjusted EBITDA Margin                     31.9%



                Venezuela Adjusted EBITDA Metric

                     Q3 2015 (as reported)
                      --------------------

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


    Net Income                                            $9

    Income Tax Expense                             -

    Total Other Expense                            5

    Depreciation and Amortization                  2

    Non-Cash Stock Compensation                    -
                                                 ---

    Venezuela Adjusted EBITDA                            $16
                                                         ===



                      Adjusted EBITDA Metric

                     Q3 2014 (Pro Forma) (1)
                      ----------------------

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


    Net Income                                             $81

    Income Tax Expense                            11

    Total Other Expense                          208

    Depreciation and Amortization                280

    Non-Cash Stock Compensation                   32

    Adjusted EBITDA                                       $612


    Total Revenue                                       $2,038
                                                        ======

    Adjusted EBITDA Margin                     30.0%


    (1) Third quarter of 2014
     Pro Forma Adjusted
     EBITDA reflects a full
     three months of both
     Level 3's and tw
     telecom's results.



                      Adjusted EBITDA Metric

                      Q3 2014 (as reported)
                       --------------------

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


    Net Income                                             $85

    Income Tax Expense                             8

    Total Other Expense                          169

    Depreciation and Amortization                187

    Non-Cash Stock Compensation                   22

    Adjusted EBITDA                                       $471


    Total Revenue                                       $1,629
                                                        ======

    Adjusted EBITDA Margin                     28.9%

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
     September 30, 2015 (as
     reported)              Unlevered

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


    Net Cash Provided by
     Operating Activities              $575                       $575

    Capital Expenditures         (328)                     (328)

    Cash Interest Paid             129                        N/A

    Interest Income                  -                       N/A
                                   ---                       ---

    Total                              $376                       $247
                                       ====                       ====



    Unlevered Cash Flow and
     Free Cash Flow

    Three Months Ended
     September 30, 2014 (Pro
     Forma) (1)              Unlevered

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


    Net Cash Provided by
     Operating Activities               $441                       $441

    Capital Expenditures          (302)                     (302)

    Cash Interest Paid              156                        N/A

    Interest Income                 (1)                       N/A
                                    ---

    Total                               $294                       $139
                                        ====                       ====


    (1) Third quarter of 2014
     Pro Forma Cash Flows
     reflects a full three
     months of both Level 3's
     and tw telecom's
     results.



    Unlevered Cash Flow and
     Free Cash Flow

    Three Months Ended
     September 30, 2014 (as
     reported)              Unlevered

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


    Net Cash Provided by
     Operating Activities              $321                       $321

    Capital Expenditures         (204)                     (204)

    Cash Interest Paid             131                        N/A

    Interest Income                (1)                       N/A
                                   ---

    Total                              $247                       $117
                                       ====                       ====



    3Q14 Pro Forma Combined Company Results

    ($ in millions)                         Historical Level Historical tw Intercompany  Pro Forma
                                                    3           telecom as  Eliminations Adjustments
                                                               adjusted *                   (1)             Total
                                            ----------------

    Core Network Services
     (CNS) Revenue

    North America                                                   $1,063                              $424            $(14)              $(2)   $1,471

    Wholesale                                                         $368                               $88            $(14)             $(14)     $428

    Enterprise                                                        $695                              $336          $     -               $12    $1,043


    EMEA                                                              $219                         $       -         $     -                $3      $222

    Wholesale                                                          $80                         $       -         $     -           $     -      $80

    Enterprise                                                        $139                         $       -         $     -                $3      $142


    Latin America                                                     $200                         $       -         $     -                $1      $201

    Wholesale                                                          $42                         $       -         $     -              $(1)      $41

    Enterprise                                                        $158                         $       -         $     -                $2      $160
                                                                      ----                       ---     ---       ---   ---               ---      ----


    Total CNS Revenue                                               $1,482                              $424            $(14)                $2    $1,894

    Wholesale Voice
     Services and Other                                  147                           -                   -       (3)           144

    Total Revenue                                                   $1,629                              $424            $(14)              $(1)   $2,038
                                                                    ------                              ----             ----                ---    ------


    Network Access Costs                                            $(607)                           $(122)             $12            $     -   $(717)

    Network Related
     Expenses                                          (307)                       (65)                   3          -         (369)

    Selling, General and
     Administrative
     Expenses                                          (266)                      (106)                   -         -         (372)

    Add back: Non-Cash
     Compensation Expenses                                22                          10                    -         -            32

    Add back: Non-Cash
     Impairment                                            -                          -                   -         -             -
                                                         ---                        ---                 ---       ---           ---

    Adjusted EBITDA
     Including
     Acquisition-Related
     Expenses                                                         $471                              $141               $1               $(1)     $612


    Transaction Costs                                                   $3                                $1          $     -           $     -       $4

    Integration Costs                                      4                           -                   -         -             4
                                                                                                        ---       ---           ---

    Total Acquisition
     Related Costs                                                      $7                                $1          $     -           $     -       $8


    Adjusted EBITDA
     Excluding
     Acquisition-Related
     Expenses                                                         $478                              $142               $1               $(1)     $620


    Capital Expenditures                                              $204                               $98          $     -           $     -     $302


    Colocation and
     Datacenter Services                                              $147                               $12             $(1)           $     -     $158

    Transport and Fiber                                  511                          74                 (12)         2            575

    IP and Data Services                                 590                         271                  (1)       (1)           859

    Voice Services (Local
     and Enterprise)                                     234                          67                    -         1            302
                                                         ---                         ---                  ---       ---            ---

    Total Core Network
     Services                                                       $1,482                              $424            $(14)                $2    $1,894

    Wholesale Voice
     Services and Other                                  147                           -                   -       (3)           144

    Total Revenue                                                   $1,629                              $424            $(14)              $(1)   $2,038
                                                                    ======                              ====             ====                ===    ======


    * Certain reclassifications have been
     made to the historical presentation of
     tw telecom's historical results to
     conform to the presentation used by
     Level 3, primarily related to network
     access costs, network related expenses,
     depreciation and amortization and
     selling, general and administrative
     expenses.


    (1) The 2014 quarterly results have been
     adjusted to reflect changes made to
     customer assignments between the
     wholesale and enterprise channels as of
     the beginning of 2015.

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

Net Debt to Pro Forma Last Twelve Months (LTM) Adjusted EBITDA Ratio is defined as debt, reduced by cash and cash equivalents and divided by LTM Adjusted EBITDA Pro Forma to include tw telecom results excluding acquisition-related expenses.



                                                Level 3 Communications, Inc. and Consolidated Subsidiaries

                                                              Pro Forma LTM Adjusted EBITDA

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

                          4Q14 (Pro   1Q15 (as    2Q15 (as     3Q15 (as     Total: LTM (Pro
                          Forma) (1)  reported)   reported)    reported)       Forma) (1)
                         ----------  ---------   ---------    ---------    ----------------


    Total Revenue                        $2,052                                       $2,053                        $2,061             $2,062 $8,228

    Network Access Costs       (732)                  (723)                           (696)                (706)           (2,857)

    Network Related
     Expenses                  (378)                  (356)                           (363)                (369)           (1,466)

    Selling, General and
     Administrative
     Expenses                  (567)                  (370)                           (364)                (364)           (1,665)

    Add back: Non-Cash
     Compensation
     Expenses                     93                      31                               27                    34                185

    Add back: Non-Cash
     Impairment                    1                       -                               -                    -                 1

    Add back:
     Acquisition-
     Related Expenses            156                       5                                5                    18                184

    Adjusted EBITDA
     Excluding
     Acquisition-
     Related Expenses                      $625                                         $640                          $670               $675 $2,610
                                           ====                                         ====                          ====               ==== ======


    (1) Quarterly 2014 Pro Forma
     Adjusted EBITDA assumes the
     acquisition of tw telecom
     took place on January 1,
     2014.



    Level 3 Communications, Inc. and Consolidated Subsidiaries

    Net Debt to Pro Forma LTM Adjusted EBITDA Ratio as of September 30, 2015
    ------------------------------------------------------------------------

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


    Debt                                            $11,030

    Cash and Cash Equivalents              (691)

    Net Debt                                        $10,339
                                                    =======

    Pro Forma LTM Adjusted EBITDA
     Excluding Acquisition-
     Related Expenses                                $2,610
                                                     ======

    Net Debt to Pro Forma LTM
     Adjusted EBITDA Ratio                   4.0
                                             ===



                                                   LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                       Consolidated Statements of Operations

                                                                    (unaudited)



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

    (dollars in millions,
     except per share data)            September 30, 2015                                June 30, 2015          September 30, 2014
    -----------------------            ------------------                                -------------          ------------------


    Revenue                                                     $2,062                                   $2,061                     $1,629


    Costs and Expenses

    Network Access Costs                                           706                                      696                        607

    Network Related
     Expenses                                                      369                                      363                        307

    Depreciation and
     Amortization                                                  296                                      288                        187

    Selling, General and
     Administrative
     Expenses                                                      364                                      364                        266

      Total Costs and
       Expenses                                                  1,735                                    1,711                      1,367
                                                                 -----                                    -----                      -----


    Operating Income                                               327                                      350                        262


    Other Income (Expense):

    Interest income                                                  -                                       -                         1

    Interest expense                                             (145)                                   (165)                     (159)

    Loss on modification
     and extinguishment of
     debt                                                            -                                   (163)                         -

    Venezuela
     deconsolidation charge                                      (171)                                       -                         -

    Other, net                                                       6                                     (17)                      (11)

      Total Other Expense                                        (310)                                   (345)                     (169)
                                                                  ----                                     ----                       ----


    Income Before Income
     Taxes                                                          17                                        5                         93


    Income Tax Expense                                            (16)                                    (18)                       (8)
                                                                   ---                                      ---                        ---


    Net Income (Loss)                                               $1                                    $(13)                       $85
                                                                   ===                                     ====                        ===


    Basic Earnings per Common Share:

    Net Income (Loss) per
     Share                                   $                       -                                 $(0.04)                     $0.36

    Weighted-Average
     Shares Outstanding (in
     thousands)                                                355,791                                  354,471                    238,265


    Diluted Earnings per Common Share:

    Net Income (Loss) per
     Share                                   $                       -                                 $(0.04)                     $0.35

    Weighted-Average
     Shares Outstanding (in
     thousands)                                                358,714                                  354,471                    242,464

                                                   LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                            Consolidated Balance Sheets

                                                                    (unaudited)


                                         September 30,                                  December 31,         September 30,

    (dollars in
     millions)                                                   2015                                   2014                  2014
    -----------                                                  ----                                   ----                  ----


    Assets


    Current Assets:

    Cash and cash
     equivalents                                                 $691                                   $580                  $729

    Restricted cash and
     securities                                                     7                                      7                 1,020

    Receivables, less
     allowances for
     doubtful accounts                                            810                                    737                   678

    Other                                                         155                                    165                   173
                                                                  ---                                    ---                   ---

    Total Current Assets                                        1,663                                  1,489                 2,600


    Property, Plant and
     Equipment, net                                             9,812                                  9,860                 8,268

    Restricted Cash and
     Securities                                                    44                                     20                    21

    Goodwill                                                    7,753                                  7,689                 2,570

    Other Intangibles,
     net                                                        1,182                                  1,414                   154

    Other Assets                                                  429                                    475                   370

    Total Assets                                              $20,883                                $20,947               $13,983
                                                              =======                                =======               =======


    Liabilities and Stockholders' Equity


    Current Liabilities:

    Accounts payable                                             $630                                   $664                  $607

    Current portion of
     long-term debt                                                16                                    349                   502

    Accrued payroll and
     employee benefits                                            230                                    273                   165

    Accrued interest                                              137                                    174                   184

    Current portion of
     deferred revenue                                             273                                    287                   244

    Other                                                         184                                    167                   151
                                                                  ---                                    ---                   ---

    Total Current
     Liabilities                                                1,470                                  1,914                 1,853


    Long-Term Debt,
     less current
     portion                                                   10,997                                 10,984                 8,856

    Deferred Revenue,
     less current
     portion                                                      942                                    921                   877

    Other Liabilities                                             694                                    765                   749
                                                                  ---                                    ---                   ---

    Total Liabilities                                          14,103                                 14,584                12,335


    Stockholders' Equity                                        6,780                                  6,363                 1,648
                                                                -----                                  -----                 -----

    Total Liabilities
     and Stockholders'
     Equity                                                   $20,883                                $20,947               $13,983
                                                              =======                                =======               =======

                                                                         LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                             Consolidated Statements of Cash Flows

                                                                                          (unaudited)


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

                                                                  September 30,                                     June 30,          September 30,

    (dollars in millions)                                                                 2015                                   2015                  2014
    --------------------                                                                  ----                                   ----                  ----


    Cash Flows from Operating Activities:

    Net income (loss)                                                                       $1                                  $(13)                  $85

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

      Depreciation and
       amortization                                                                        296                                    288                   187

      Non-cash compensation
       expense attributable to
       stock awards                                                                         34                                     27                    22

      Loss on modification and
       extinguishment of debt                                                                -                                   163                     -

      Venezuela deconsolidation
       charge                                                                              171                                      -                    -

      Accretion of debt discount
       and amortization of debt
       issuance costs                                                                        5                                      6                    10

      Accrued interest on long-
       term debt                                                                            12                                   (62)                   18

      Non-cash tax adjustments                                                               -                                     -                  (5)

      Deferred income taxes                                                                 15                                      -                 (12)

      Gain (loss) on sale of
       property, plant and
       equipment and other assets                                                            -                                     2                   (2)

      Other, net                                                                             2                                      9                  (19)

      Changes in working capital items:

     Receivables                                                                          (98)                                   (9)                   24

     Other current assets                                                                   15                                   (17)                  (1)

     Payables                                                                               21                                      2                  (17)

     Deferred revenue                                                                       63                                   (12)                  (7)

     Other current liabilities                                                              38                                     35                    38
                                                                                           ---                                    ---                   ---

    Net Cash Provided by
     Operating Activities                                                                  575                                    419                   321


    Cash Flows from Investing Activities:

    Capital expenditures                                                                 (328)                                 (317)                (204)

    Cash related to
     deconsolidated Venezuela
     operations                                                                           (83)                                     -                    -

    Change in restricted cash
     and securities, net                                                                     -                                  (25)                 (12)

    Proceeds from sale of
     property, plant and
     equipment and other assets                                                              1                                      1                     2

    Other                                                                                 (14)                                     -                  (1)

    Net Cash Used in Investing
     Activities                                                                          (424)                                 (341)                (215)


    Cash Flows from Financing Activities:

    Long-term debt borrowings,
     net of issuance costs                                                                 (1)                                 3,456                   (1)

    Payments on and repurchases
     of long-term debt and
     capital leases                                                                        (4)                               (4,096)                  (2)

    Net Cash Used in Financing
     Activities                                                                            (5)                                 (640)                  (3)


    Effect of Exchange Rates on
     Cash and Cash Equivalents                                                             (4)                                   (3)                 (11)
                                                                                           ---                                    ---                   ---


    Net Change in Cash and Cash
     Equivalents                                                                           142                                  (565)                   92


    Cash and Cash Equivalents
     at Beginning of Period                                                                549                                  1,114                   637
                                                                                           ---                                  -----                   ---


    Cash and Cash Equivalents
     at End of Period                                                                     $691                                   $549                  $729
                                                                                          ====                                   ====                  ====


    Supplemental Disclosure of Cash Flow Information:

    Cash interest paid                                                                    $129                                   $219                  $131

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SOURCE Level 3 Communications, Inc.