BROOMFIELD, Colo., Feb. 4, 2016 /PRNewswire/ -- Level 3 Communications, Inc. (NYSE: LVLT) today reported results for the quarter and full year ending December 31, 2015.

"Our 2015 results demonstrate Level 3's solid execution and performance," said Jeff Storey, president and CEO of Level 3. "Demand for bandwidth remains strong and the proliferation of connected devices continues. These demand drivers are creating an enterprise networking opportunity that is well suited for the depth, scale and reach of Level 3's global network and capabilities. We believe we are well positioned to continue to take enterprise market share."

Total revenue was $2.053 billion for the fourth quarter 2015, compared to $2.052 billion for the fourth quarter 2014 and $8.229 billion for the full year 2015 compared to $8.123 billion for the full year 2014. The full year 2015 and the full year 2014 results include nine months and twelve months of results from the company's Venezuelan subsidiary's operations, respectively. The full year 2014 results are presented on a pro forma basis assuming the tw telecom acquisition took place on January 1, 2014.

In the fourth quarter 2015, the company generated net income of $3.323 billion and basic earnings per share of $9.33. This includes a non-cash benefit to the fourth quarter Income Tax Expense of approximately $3.3 billion related to the release of the company's valuation allowance against U.S. federal and state deferred tax assets, an expense of $151 million for the provision for income taxes after the release of the valuation allowance and a charge of $55 million on the modification and extinguishment of debt. Excluding all of these items, basic earnings per share were $0.53 for the fourth quarter 2015. Net loss per share was $0.24 for the fourth quarter 2014 on a pro forma basis.

Financial Results



                                             Fourth Quarter 2014 Pro  Full Year 2015(3)   Full Year 2014 Pro
                                                         Forma(1)(2)                             Forma(1)(2)



    Metric               Fourth Quarter 2015

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

    Core Network
     Services Revenue(4)              $1,943                   $1,918              $7,757                $7,552
    --------------------              ------                   ------              ------                ------

    Wholesale Voice
     Services and Other
     Revenue                            $110                     $134                $472                  $571
    -------------------                 ----                     ----                ----                  ----

    Total Revenue                     $2,053                   $2,052              $8,229                $8,123
    -------------                     ------                   ------              ------                ------

    Network Access Costs                $708                     $732              $2,833                $2,894
    --------------------                ----                     ----              ------                ------

    Network Access
     Margin                            65.5%                   64.3%              65.6%                64.4%
    --------------                      ----                     ----                ----                  ----

    Network Related
     Expenses (NRE) (5)                 $337                     $364              $1,403                $1,432
    -------------------                 ----                     ----              ------                ------

    Selling, General and
     Administrative
     Expenses (SG&A)(5)                 $323                     $332              $1,323                $1,355
    --------------------                ----                     ----              ------                ------

    Non-cash
     Compensation
     Expense                             $49                      $93                $141                  $168
    -------------                        ---                      ---                ----                  ----

    Adjusted
     EBITDA(6)(7)                       $681                     $469              $2,638                $2,271
    -------------                       ----                     ----              ------                ------

    Adjusted EBITDA
     Margin(6)(7)                      33.2%                   22.9%              32.1%                28.0%
    ---------------                     ----                     ----                ----                  ----

    Capital Expenditures                $330                     $346              $1,229                $1,255
    --------------------                ----                     ----              ------                ------

    Unlevered Cash
     Flow(7)                            $399                     $213              $1,293                  $911
    --------------                      ----                     ----              ------                  ----

    Free Cash Flow(7)(8)                $226                     ($9)               $626                  $183
    -------------------                 ----                      ---                ----                  ----

    Net Income (Loss)                 $3,323                    ($80)             $3,433                  $149
    ----------------                  ------                     ----              ------                  ----

    Net Income (Loss)
     per Common Share-
     Basic                             $9.33                  ($0.24)              $9.71                 $0.44
    ------------------                 -----                   ------               -----                 -----



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

    (2)               The reported fourth quarter 2014 and
                      full year 2014 results include the
                      company's Venezuelan subsidiary's
                      operations.

    (3)               The reported full year 2015 results
                      include nine months of results from
                      the company's Venezuelan
                      subsidiary's operations.

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

    (5)               Excludes non-cash compensation
                      expense and integration-related
                      expenses.

    (6)               Includes tw telecom acquisition
                      related expenses of $4 million for
                      the fourth quarter 2015, $32 million
                      for the full year 2015, $156 million
                      for the fourth quarter 2014 and $172
                      million for the full year 2014.

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

    (8)               Includes accelerated cash interest
                      payments of $32 million related to
                      the capital markets transaction
                      completed in the fourth quarter
                      2015.

Revenue



                                              Fourth Quarter 2014 Pro            Percent                   Full    Full Year 2014 Pro
                                                          Forma(1)(2)                                                     Forma(1)(4)               Percent
                                                                                                           Year
                                                                                 Change,   2015 Pro Forma(1)(3)                                     Change,

    Core Network Services
     (CNS) Revenue        Fourth Quarter 2015                          Constant Currency                                                  Constant Currency

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

    North America                      $1,571                   $1,505                  5%                 $6,208                 $5,867                     6%
    -------------                      ------                   ------                 ---                  ------                 ------                    ---

    Wholesale                            $425                     $425                  -%                $1,734                 $1,706                     2%
    ---------                            ----                     ----                 ---                 ------                 ------                    ---

    Enterprise                         $1,146                   $1,080                  6%                 $4,474                 $4,161                     8%
    ----------                         ------                   ------                 ---                  ------                 ------                    ---


    EMEA                                 $212                     $221                  1%                   $835                   $902                     -%
    ----                                 ----                     ----                 ---                    ----                   ----                    ---

    Wholesale                             $69                      $75                  -%                  $275                   $326                   (7%)
    ---------                             ---                      ---                 ---                   ----                   ----                    ---

    Enterprise                           $118                     $118                  3%                   $457                   $461                     6%
    ----------                           ----                     ----                 ---                    ----                   ----                    ---

    UK Government                         $25                      $28                (8%)                   $103                   $115                   (4%)
    -------------                         ---                      ---                 ---                    ----                   ----                    ---


    Latin America                        $160                     $171                  8%                   $642                   $696                     7%
    -------------                        ----                     ----                 ---                    ----                   ----                    ---

    Wholesale                             $35                      $37                  4%                   $139                   $147                     7%
    ---------                             ---                      ---                 ---                    ----                   ----                    ---

    Enterprise                           $125                     $134                 10%                   $503                   $549                     7%
    ----------                           ----                     ----                 ---                    ----                   ----                    ---


    Total CNS Revenue                  $1,943                   $1,897                  4%                 $7,685                 $7,465                     5%
    -----------------                  ------                   ------                 ---                  ------                 ------                    ---

    Wholesale                            $529                     $537                  -%                $2,148                 $2,179                     1%
    ---------                            ----                     ----                 ---                 ------                 ------                    ---

    Enterprise                         $1,414                   $1,360                  6%                 $5,537                 $5,286                     7%
    ----------                         ------                   ------                 ---                  ------                 ------                    ---



    (1)               References to "pro forma" figures assume
                      the tw telecom acquisition and the
                      deconsolidation of the company's
                      Venezuelan subsidiary's operations took
                      place on January 1, 2014.

    (2)               Excludes total revenue from the
                      company's Venezuelan subsidiary's
                      operations of $21 million for the
                      fourth quarter 2014.

    (3)               Excludes total revenue from the
                      company's Venezuelan subsidiary's
                      operations of $25 million for the third
                      quarter 2015, $24 million for the
                      second quarter 2015, and $23 million
                      for the first quarter 2015.

    (4)               Excludes total revenue from the
                      company's Venezuelan subsidiary's
                      operations of $87 million for the full
                      year 2014.

CNS Revenue

CNS Revenue was $1.943 billion in the fourth quarter 2015, increasing 4.4 percent year-over-year on a pro forma and constant currency basis compared to the fourth quarter 2014. For the full year 2015, CNS Revenue was $7.685 billion, which grew 5.3 percent on a pro forma and constant currency basis compared to the full year 2014.

Deferred Revenue

The deferred revenue balance was $1.244 billion at the end of the fourth quarter 2015, compared to $1.208 billion at the end of the fourth quarter 2014.

Adjusted EBITDA

For the fourth quarter 2015, Adjusted EBITDA was $681 million, including integration-related expenses of $4 million. For the fourth quarter 2014, Adjusted EBITDA on a pro forma basis was $469 million, which included tw telecom transaction and integration-related expenses of $156 million.

For the full year 2015, Adjusted EBITDA was $2.638 billion, including integration-related expenses of $32 million, an increase of 16 percent from the starting point of $2.271 billion for the full year 2014, on a pro forma basis, which includes $172 million of transaction and integration-related expenses.

Capital Market Transactions and Liquidity

On December 13, 2015, the company redeemed $900 million aggregate principal amount of Level 3 Financing, Inc.'s 8.625% Senior Notes due 2020. To fund the redemption of these notes, Level 3 Financing used the net proceeds, along with cash on hand, from the issuance of its 5.375% Senior Notes due 2024.

The loss on extinguishment and modification of debt as a result of this transaction and related redemption was $55 million.

As of December 31, 2015, the company had cash and cash equivalents of $854 million.

Release of Deferred Tax Valuation Allowance

With the continued expectation of generating income before taxes in the U.S., the company released a significant portion of its valuation allowance against its net U.S. and state deferred tax asset position in the fourth quarter 2015. The release of the valuation allowance in the fourth quarter benefitted Income Tax Expense and Net Income by approximately $3.3 billion.

The company's estimated Federal net operating loss carryforward (NOL) position was $9.9 billion as of December 31, 2015.

2016 Business Outlook

"In 2015, we met or exceeded our key outlook measures for the year," said Sunit Patel, executive vice president and CFO of Level 3. "Even with the tw telecom integration, global currency pressures driven by macroeconomic headwinds and the deconsolidation of our Venezuelan subsidiary last quarter, we had good momentum which drove revenue growth and strong profit performance for the year. We also refinanced $4.9 billion of our debt during 2015, resulting in over $110 million of annualized cash interest expense savings, positioning us well for 2016 and beyond.

"As we look to 2016, from a revenue perspective, we expect both total revenue and Core Network Services revenue growth, excluding UK Government revenue, to be stronger in 2016 compared to 2015, on a constant currency basis.

"We expect full year 2016 Adjusted EBITDA to grow 9 to 12 percent from a starting point of $2.592 billion, which excludes the three quarters of Adjusted EBITDA results from our Venezuelan subsidiary's operations. For the full year 2016, we expect to generate Free Cash Flow of $1.0 to $1.1 billion."



             Metrics                               2015          2016
             -------                               ----          ----

             Outlook          Results                     Outlook
             -------          -------                     -------

     Adjusted
     EBITDA          YoY growth of 15% - 17%(1)                  16%  YoY growth of 9% - 12%(2)
     --------        -------------------------                   ---   ------------------------

     Free
     Cash
     Flow                           $600 - $650 million $658 million               $1.0 - $1.1 billion
     ----                           ------------------- ------------               -------------------



    (1)               From a starting point of $2.271
                      billion, which represents pro
                      forma 2014 Adjusted EBITDA,
                      including tw telecom
                      acquisition-related expenses

    (2)               From a starting point of $2.592
                      billion, which is adjusted to
                      exclude Adjusted EBITDA from
                      the company's Venezuela
                      subsidiary.

For the full year 2016, the company also expects:


    --  GAAP interest expense of approximately $570 million
    --  Net cash interest expense of approximately $520 million
    --  Capital expenditures of approximately 15 percent of total revenue
    --  Depreciation and amortization of approximately $1.230 billion
    --  Full year income tax rate of approximately 30 percent
    --  Cash income tax expense of approximately $40 million
    --  Non-cash compensation expense of approximately $130 million

Conference Call and Web Site Information

Level 3 will hold a conference call to discuss the company's Fourth Quarter and Full Year 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 Fourth Quarter and Full Year 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

    +1 720-888-0560          +1 720-888-2518

    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 tax (expense) benefit, 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

                       Q4 2015 (as reported)
                        --------------------

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


    Net Income                                            $3,323

    Income Tax Benefit                        (3,189)

    Total Other Expense                           204

    Depreciation and Amortization                 294

    Non-Cash Stock Compensation                    49
                                                  ---

    Adjusted EBITDA                                         $681


    Total Revenue                                         $2,053
                                                          ======

    Adjusted EBITDA Margin                      33.2%



                     Adjusted EBITDA Metric

                    Q4 2014 (Pro Forma) (1)
                     ----------------------

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


    Net Loss                                               $(80)

    Income Tax Benefit                          (105)

    Total Other Expense                           279

    Depreciation and Amortization                 281

    Non-Cash Stock Compensation                    93

    Non-Cash Impairment                             1
                                                  ---

    Adjusted EBITDA                                         $469


    Total Revenue                                         $2,052
                                                          ======

    Adjusted EBITDA Margin                      22.9%



    (1) Fourth 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

                       Q4 2014 (as reported)
                        --------------------

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


    Net Income                                               $66

    Income Tax Benefit                          (103)

    Total Other Expense                           268

    Depreciation and Amortization                 250

    Non-Cash Stock Compensation                    25

    Non-Cash Impairment                             1
                                                  ---

    Adjusted EBITDA                                         $507


    Total Revenue                                         $1,914
                                                          ======

    Adjusted EBITDA Margin                      26.5%



                     Adjusted EBITDA Metric

           Year Ended December 31, 2015 (as reported)
           -----------------------------------------

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


    Net Income                                            $3,433

    Income Tax Benefit                        (3,150)

    Total Other Expense                         1,048

    Depreciation and Amortization               1,166

    Non-Cash Stock Compensation                   141
                                                  ---

    Adjusted EBITDA                                       $2,638


    Total Revenue                                         $8,229
                                                          ======

    Adjusted EBITDA Margin                      32.1%



                     Adjusted EBITDA Metric

           Year Ended December 31, 2014 (as reported)
           -----------------------------------------

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


    Net Income                                              $314

    Income Tax Benefit                           (76)

    Total Other Expense                           775

    Depreciation and Amortization                 808

    Non-Cash Stock Compensation                    73

    Non-Cash Impairment                             1
                                                  ---

    Adjusted EBITDA                                       $1,895


    Total Revenue                                         $6,777
                                                          ======

    Adjusted EBITDA Margin                      28.0%



                     Adjusted EBITDA Metric

          Year Ended December 31, 2014 (Pro Forma) (1)
          -------------------------------------------

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


    Net Income                                              $149

    Income Tax Benefit                           (70)

    Total Other Expense                           905

    Depreciation and Amortization               1,118

    Non-Cash Stock Compensation                   168

    Non-Cash Impairment                             1
                                                  ---

    Adjusted EBITDA                                       $2,271


    Total Revenue                                         $8,123
                                                          ======

    Adjusted EBITDA Margin                      28.0%



    (1) Full year 2014 Pro
     Forma Adjusted EBITDA
     reflects a full year of
     both Level 3's and tw
     telecom's results.

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 December
     31, 2015 (as
     reported)                          Unlevered

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


    Net Cash Provided
     by Operating
     Activities                                          $556                                                $556

    Capital
     Expenditures                            (330)                                   (330)

    Cash Interest
     Paid                                      173                                      N/A

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

    Total                                                $399                                                $226
                                                         ====                                                ====



    Unlevered Cash Flow and Free Cash
     Flow

    Three Months
     Ended December
     31, 2014 (Pro
     Forma) (1)                         Unlevered

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


    Net Cash Provided
     by Operating
     Activities                                          $337                                                $337

    Capital
     Expenditures                            (346)                                   (346)

    Cash Interest
     Paid                                      222                                      N/A

    Interest Income                              -                                     N/A

    Total                                                $213                                                $(9)
                                                         ====                                                 ===


    (1)  Fourth 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 December
     31, 2014 (as
     reported)                          Unlevered

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


    Net Cash Provided
     by Operating
     Activities                                          $396                                                $396

    Capital
     Expenditures                            (302)                                   (302)

    Cash Interest
     Paid                                      190                                      N/A

    Interest Income                              -                                     N/A

    Total                                                $284                                                 $94
                                                         ====                                                 ===



    Unlevered Cash Flow and Free Cash
     Flow

    Year Ended
     December 31,
     2015 (as
     reported)                          Unlevered

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


    Net Cash Provided
     by Operating
     Activities                                        $1,855                                              $1,855

    Capital
     Expenditures                          (1,229)                                 (1,229)

    Cash Interest
     Paid                                      668                                      N/A

    Interest Income                            (1)                                     N/A
                                               ---

    Total                                              $1,293                                                $626
                                                       ======                                                ====



    Unlevered Cash Flow and Free Cash
     Flow

    Year Ended
     December 31,
     2014 (as
     reported)                          Unlevered

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


    Net Cash Provided
     by Operating
     Activities                                        $1,161                                              $1,161

    Capital
     Expenditures                            (910)                                   (910)

    Cash Interest
     Paid                                      598                                      N/A

    Interest Income                            (1)                                     N/A

    Total                                                $848                                                $251
                                                         ====                                                ====



    Unlevered Cash Flow and Free Cash
     Flow

    Year Ended
     December 31,
     2014 (Pro Forma)
     (1)                               Unlevered

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


    Net Cash Provided
     by Operating
     Activities                                        $1,438                                              $1,438

    Capital
     Expenditures                          (1,255)                                 (1,255)

    Cash Interest
     Paid                                      729                                      N/A

    Interest Income                            (1)                                     N/A

    Total                                                $911                                                $183
                                                         ====                                                ====



    (1)  Full year 2014 Pro
     Forma Cash Flows
     reflects a full year of
     both Level 3's and tw
     telecom's results.


    4Q14 Pro Forma Combined Company Results

    ($ in millions)                         Historical Level Add: Nov and Standalone Level                  Intercompany   Pro Forma
                                                    3              Dec             3                          Eliminations  Adjustments
                                                             Intercompany                                                      (1)
                                                             Transactions                   Standalone tw*                              Total
                                            ----------------

    Core Network Services
     (CNS) Revenue

    North America                                                  $1,083                                              $5                            $1,088                $433               $(15)        $(1)     $1,505

       Wholesale                                                     $359                                              $5                              $364                 $94               $(15)       $(18)       $425

       Enterprise                                                    $724                                 $             -                             $724                $339          $        -         $17      $1,080


    EMEA                                                             $218                                 $             -                             $218          $        -         $        -          $3        $221

       Wholesale                                                      $75                                 $             -                              $75          $        -         $        -    $      -        $75

       Enterprise                                                    $143                                 $             -                             $143          $        -         $        -          $3        $146


    Latin America                                                    $191                                 $             -                             $191          $        -         $        -          $1        $192

       Wholesale                                                      $41                                 $             -                              $41          $        -         $        -    $      -        $41

       Enterprise                                                    $150                                 $             -                             $150          $        -         $        -          $1        $151
                                                                     ----                               ---           ---                             ----        ---      ---       ---      ---         ---        ----


    Total CNS Revenue                                              $1,492                                              $5                            $1,497                $433               $(15)          $3      $1,918

    Wholesale Voice
     Services and Other                                  137                              -                           137                       -             -            (3)       134

    Total Revenue                                                  $1,629                                              $5                            $1,634                $433               $(15)    $      -     $2,052
                                                                   ------                                             ---                            ------                ----                ----   ---    ---     ------


    Network Access Costs                                           $(616)                                           $(4)                           $(620)             $(123)                $11     $      -     $(732)

    Network Related
     Expenses                                          (303)                           (1)                         (304)                   (77)             3               -     (378)

    Selling, General and
     Administrative
     Expenses                                          (333)                             -                         (333)                  (234)             -              -     (567)

    Add back: Non-Cash
     Compensation Expenses                                24                              -                            24                      69              -              -        93

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

    Adjusted EBITDA
     Including
     Acquisition-Related
     Expenses                                                        $402                                 $             -                             $402                 $68                $(1)    $      -       $469


    Transaction Costs                                                 $15                                 $             -                              $15                 $85          $        -    $      -       $100

    Integration Costs                                     53                              -                            53                       3              -              -        56
                                                                                                                     ---                     ---                           ---       ---

    Total Acquisition
     Related Costs                                                    $68                                 $             -                              $68                 $88          $        -    $      -       $156


    Adjusted EBITDA
     Excluding
     Acquisition-Related
     Expenses                                                        $470                                 $             -                             $470                $156                $(1)    $      -       $625


    Capital Expenditures                                             $239                                 $             -                             $239                $107          $        -    $      -       $346


    Colocation and
     Datacenter Services                                             $142                                 $             -                             $142                 $14                $(1)        $(1)       $154

    Transport and Fiber                                  521                              4                            525                      72           (12)              3        588

    IP and Data Services                                 594                              1                            595                     280            (2)            (1)       872

    Voice Services (Local
     and Enterprise)                                     235                              -                           235                      67              -              2        304
                                                         ---                            ---                           ---                     ---            ---            ---        ---

    Total Core Network
     Services                                                      $1,492                                              $5                            $1,497                $433               $(15)          $3      $1,918

    Wholesale Voice
     Services and Other                                  137                              -                           137                       -             -            (3)       134

    Total Revenue                                                  $1,629                                              $5                            $1,634                $433               $(15)    $      -     $2,052
                                                                   ======                                             ===                            ======                ====                ====   ===    ===     ======



    * 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.


    FY14 Pro Forma Combined Company Results

                                            Historical Level Add: Nov and Standalone Level                  Intercompany   Pro Forma
                                                    3              Dec             3                          Eliminations  Adjustments
                                                             Intercompany                                                      (1)
                                                             Transactions                   Standalone tw*                              Total
                                            ----------------

    Core Network Services
     (CNS) Revenue

    North America                                                  $4,240                                              $5                             $4,245               $1,685                 $(58)       $(5)       $5,867

       Wholesale                                                   $1,462                                              $5                             $1,467                 $362                 $(58)      $(65)       $1,706

       Enterprise                                                  $2,778                                 $             -                            $2,778               $1,323            $        -        $60        $4,161


    EMEA                                                             $891                                 $             -                              $891           $        -           $        -        $11          $902

       Wholesale                                                     $328                                 $             -                              $328           $        -           $        -       $(2)         $326

       Enterprise                                                    $563                                 $             -                              $563           $        -           $        -        $13          $576


    Latin America                                                    $779                                 $             -                              $779           $        -           $        -         $4          $783

       Wholesale                                                     $165                                 $             -                              $165           $        -           $        -       $(1)         $164

       Enterprise                                                    $614                                 $             -                              $614           $        -           $        -         $5          $619
                                                                     ----                               ---           ---                              ----         ---      ---         ---      ---        ---          ----


    Total CNS Revenue                                              $5,910                                              $5                             $5,915               $1,685                 $(58)        $10        $7,552

    Wholesale Voice
     Services and Other                                  582                              -                           582                       -               -           (11)         571

    Total Revenue                                                  $6,492                                              $5                             $6,497               $1,685                 $(58)       $(1)       $8,123
                                                                   ------                                             ---                             ------               ------                  ----         ---        ------


    Network Access Costs                                         $(2,450)                                           $(4)                          $(2,454)              $(486)                  $46     $     -     $(2,894)

    Network Related
     Expenses                                        (1,204)                           (1)                       (1,205)                  (262)              11               -     (1,456)

    Selling, General and
     Administrative
     Expenses                                        (1,121)                             -                       (1,121)                  (550)               -              -     (1,671)

    Add back: Non-Cash
     Compensation Expenses                                72                              -                            72                      96                -              -         168

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

    Adjusted EBITDA
     Including
     Acquisition-Related
     Expenses                                                      $1,790                                 $             -                            $1,790                 $483                  $(1)       $(1)       $2,271


    Transaction Costs                                                 $22                                 $             -                               $22                  $90            $        -    $     -         $112

    Integration Costs                                     57                              -                            57                       3                -              -          60
                                                                                                                     ---                     ---                             ---         ---

    Total Acquisition
     Related Costs                                                    $79                                 $             -                               $79                  $93            $        -    $     -         $172


    Adjusted EBITDA
     Excluding
     Acquisition-Related
     Expenses                                                      $1,869                                 $             -                            $1,869                 $576                  $(1)       $(1)       $2,443


    Capital Expenditures                                             $847                                 $             -                              $847                 $408            $        -    $     -       $1,255


    Colocation and
     Datacenter Services                                             $581                                 $             -                              $581                  $49                  $(4)       $(1)         $625

    Transport and Fiber                                2,041                              4                          2,045                     299             (48)              9        2,305

    IP and Data Services                               2,345                              1                          2,346                   1,069              (6)            (4)       3,405

    Voice Services (Local
     and Enterprise)                                     943                              -                           943                     268                -              6        1,217
                                                         ---                            ---                           ---                     ---              ---            ---        -----

    Total Core Network
     Services                                                      $5,910                                              $5                             $5,915               $1,685                 $(58)        $10        $7,552

    Wholesale Voice
     Services and Other                                  582                              -                           582                       -               -           (11)         571
                                                         ---                            ---                           ---                     ---             ---            ---          ---

    Total Revenue                                                  $6,492                                              $5                             $6,497               $1,685                 $(58)       $(1)       $8,123
                                                                   ======                                             ===                             ======               ======                  ====         ===        ======



    * 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 FY14 results have been
     adjusted to reflect changes
     made to customer assignments
     between the wholesale and
     enterprise channels as of the
     beginning of 2015.


                                                                      LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                            Consolidated Statements of Income

                                                                                       (unaudited)



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

    (dollars in millions,
     except per share data)               December 31,            September 30,                         December 31,         December 31,            December 31,
                                                             2015                      2015                             2014                    2015                   2014
    ---                                                      ----                      ----                             ----                    ----                   ----


    Revenue                                                $2,053                    $2,062                           $1,914                  $8,229                 $6,777


    Costs and Expenses

      Network access costs                                    708                       706                              695                   2,833                  2,529

      Network related
       expenses                                               344                       369                              345                   1,432                  1,246

      Depreciation and
       amortization                                           294                       296                              250                   1,166                    808

      Selling, general and
       administrative
       expenses                                               369                       364                              393                   1,467                  1,181

        Total costs and
         expenses                                           1,715                     1,735                            1,683                   6,898                  5,764
                                                            -----                     -----                            -----                   -----                  -----


    Operating Income                                          338                       327                              231                   1,331                  1,013


    Other Income (Expense):

      Interest income                                           -                        -                               -                      1                      1

      Interest expense                                      (152)                    (145)                           (195)                  (642)                 (654)

      Loss on modification
       and extinguishment of
       debt                                                  (55)                        -                            (53)                  (218)                  (53)

      Venezuela
       deconsolidation charge                                   -                    (171)                               -                  (171)                     -

      Other, net                                                3                         6                             (20)                   (18)                  (69)

        Total other expense                                 (204)                    (310)                           (268)                (1,048)                 (775)
                                                             ----                      ----                             ----                  ------                   ----


    Income (Loss) Before
     Income Taxes                                             134                        17                             (37)                    283                    238


    Income Tax (Expense)
     Benefit                                                3,189                      (16)                             103                   3,150                     76
                                                            -----                       ---                              ---                   -----                    ---


    Net Income                                             $3,323                        $1                              $66                  $3,433                   $314
                                                           ======                       ===                              ===                  ======                   ====


    Basic Earnings per Common Share:

    Net Income per Share                                    $9.33         $               -                           $0.22                   $9.71                  $1.23

    Weighted-Average
     Shares Outstanding (in
     thousands)                                           356,274                   355,791                          305,842                 353,385                254,428


    Diluted Earnings per Common Share:

    Net Income per Share                                    $9.24         $               -                           $0.21                   $9.58                  $1.21

    Weighted-Average
     Shares Outstanding (in
     thousands)                                           359,712                   358,714                          309,597                 358,593                258,483


                                         LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                  Consolidated Balance Sheets

                                                          (unaudited)


                                          December 31,                       September 30,         December 31,

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


    Assets


    Current Assets:

      Cash and cash
       equivalents                                          $854                              $691                 $580

      Restricted cash and
       securities                                              8                                 7                    7

      Receivables, less
       allowances for
       doubtful accounts                                     757                               810                  737

      Other                                                  130                               149                  157
                                                             ---                               ---                  ---

    Total Current Assets                                   1,749                             1,657                1,481


    Property, Plant and
     Equipment, net                                        9,878                             9,812                9,860

    Restricted Cash and
     Securities                                               42                                44                   20

    Goodwill                                               7,749                             7,753                7,689

    Other Intangibles,
     net                                                   1,127                             1,182                1,414

    Deferred Tax Assets                                    3,441                               276                  300

    Other Assets                                             159                               159                  183

    Total Assets                                         $24,145                           $20,883              $20,947
                                                         =======                           =======              =======


    Liabilities and Stockholders' Equity


    Current Liabilities:

      Accounts payable                                      $629                              $630                 $664

      Current portion of
       long-term debt                                         15                                16                  349

      Accrued payroll and
       employee benefits                                     218                               230                  273

      Accrued interest                                       108                               137                  174

      Current portion of
       deferred revenue                                      267                               273                  287

      Other                                                  179                               182                  159
                                                             ---                               ---                  ---

    Total Current
     Liabilities                                           1,416                             1,468                1,906


    Long-Term Debt,
     less current
     portion                                              10,994                            10,997               10,984

    Deferred Revenue,
     less current
     portion                                                 977                               942                  921

    Other Liabilities                                        632                               696                  773
                                                             ---                               ---                  ---

    Total Liabilities                                     14,019                            14,103               14,584


    Stockholders' Equity                                  10,126                             6,780                6,363
                                                          ------                             -----                -----

    Total Liabilities
     and Stockholders'
     Equity                                              $24,145                           $20,883              $20,947
                                                         =======                           =======              =======


                                                          LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                              Consolidated Statements of Cash Flows

                                                                           (unaudited)


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

                                                             December 31,                         September 30,        December 31,

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


    Cash Flows from Operating Activities:

      Net income                                                              $3,323                                $1                  $66

      Adjustments to reconcile net income to net cash provided by
       operating activities:

        Depreciation and
         amortization                                                            294                               296                  250

        Loss on impairment                                                         -                                                   18

        Non-cash compensation
         expense attributable to
         stock awards                                                             49                                34                   25

        Loss on modification and
         extinguishment of debt                                                   55                                 -                  53

        Venezuela deconsolidation
         charge                                                                    -                              171                    -

        Accretion of debt discount
         and amortization of debt
         issuance costs                                                            6                                 5                    9

        Accrued interest on long-
         term debt                                                              (29)                               12                 (12)

        Non-cash tax adjustments                                                   -                                -                   2

        Deferred income taxes                                                (3,207)                               15                (118)

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

        Other, net                                                                 3                                 2                   25

        Changes in working capital items:

        Receivables                                                               43                              (98)                  34

        Other current assets                                                      10                                15                   33

        Payables                                                                   5                                21                 (56)

        Deferred revenue                                                          29                                63                   35

        Other current liabilities                                               (25)                               38                   32
                                                                                 ---                               ---                  ---

    Net Cash Provided by
     Operating Activities                                                        556                               575                  396


    Cash Flows from Investing Activities:

      Capital expenditures                                                     (330)                            (328)               (302)

      Cash related to
       deconsolidated Venezuela
       operations                                                                  -                             (83)                   -

      Change in restricted cash
       and securities, net                                                         2                                 -                   -

      Investment in tw telecom,
       net of cash acquired                                                        -                                -               (167)

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

      Other                                                                        -                             (14)                   -

    Net Cash Used in Investing
     Activities                                                                (327)                            (424)               (469)


    Cash Flows from Financing Activities:

      Long-term debt borrowings,
       net of issuance costs                                                     885                               (1)                 590

      Payments on and repurchases
       of long-term debt and
       capital leases                                                          (949)                              (4)               (663)

    Net Cash Used in Financing
     Activities                                                                 (64)                              (5)                (73)


    Effect of Exchange Rates on
     Cash and Cash Equivalents                                                   (2)                              (4)                 (3)
                                                                                 ---                               ---                  ---


    Net Change in Cash and Cash
     Equivalents                                                                 163                               142                (149)


    Cash and Cash Equivalents
     at Beginning of Period                                                      691                               549                  729
                                                                                 ---                               ---                  ---


    Cash and Cash Equivalents
     at End of Period                                                           $854                              $691                 $580
                                                                                ====                              ====                 ====


    Supplemental Disclosure of Cash Flow Information:

      Cash interest paid                                                        $173                              $129                 $190

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SOURCE Level 3 Communications, Inc.