BROOMFIELD, Colo., Aug. 2, 2017 /PRNewswire/ -- Level 3 Communications, Inc. (NYSE: LVLT) today reported results for the quarter ended June 30, 2017.

"Level 3 continues to focus on delivering profitable growth and expanding margins," said Jeff Storey, president and CEO of Level 3. "With the CenturyLink team, we have gained good traction on integration planning. I am excited to become part of the combined company management team when the transaction closes, as I believe the combination with CenturyLink will enable us to deliver significant value to our stockholders, customers and employees."

Total revenue was $2.061 billion for the second quarter 2017, compared to $2.056 billion for the second quarter 2016. In the second quarter 2017, the company generated net income of $154 million and basic earnings per share of $0.42.

Financial Results



                                          Second  Second
                                         Quarter Quarter
    Metric                                  2017  2016(1)

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

    Core Network Services Revenue         $1,965   $1,956
    -----------------------------         ------   ------

    Wholesale Voice Services Revenue         $96     $100
    --------------------------------         ---     ----

    Total Revenue                         $2,061   $2,056
    -------------                         ------   ------

    Network Access Costs                    $675     $676
    --------------------                    ----     ----

    Network Access Margin                  67.2%   67.1%
    ---------------------                   ----     ----

    Network Related Expenses (NRE)(2)       $331     $335
    --------------------------------        ----     ----

    Selling, General and Administrative
     Expenses (SG&A)(2)                     $333     $330
    -----------------------------------     ----     ----

    Non-cash Compensation Expense            $39      $31
    -----------------------------            ---      ---

    Adjusted EBITDA(3)                      $722     $715
    -----------------                       ----     ----

    Adjusted EBITDA, excluding
     acquisition-related expenses(3)(4)     $744     $715
    -----------------------------------     ----     ----

    Adjusted EBITDA Margin(3)              35.0%   34.8%
    ------------------------                ----     ----

    Adjusted EBITDA Margin, excluding
     acquisition-related expenses(3)(4)    36.1%   34.8%
    -----------------------------------     ----     ----

    Cash Flows from Operating
     Activities(3)(5)                       $564     $631
    -------------------------               ----     ----

    Capital Expenditures                    $328     $367
    --------------------                    ----     ----

    Capital Expenditures, excluding
     acquisition-related capital
     expenditures(6)                        $322     $367
    -------------------------------         ----     ----

    Unlevered Cash Flow(3)                  $359     $396
    ---------------------                   ----     ----

    Unlevered Cash Flow, excluding
     acquisition-related expenses(3)(5)     $362     $396
    -----------------------------------     ----     ----

    Free Cash Flow(3)                       $233     $264
    ----------------                        ----     ----

    Free Cash Flow, excluding
     acquisition-related expenses(3)(5)     $236     $264
    -----------------------------------     ----     ----

    Net Income(7)                           $154     $156
    ------------                            ----     ----

    Net Income per Common Share-Basic(7)   $0.42    $0.44
    -----------------------------------    -----    -----

    Weighted Average Shares Outstanding
     (in thousands)-Basic                362,385  357,924
    -----------------------------------  -------  -------


    (1)               The reported second quarter 2016
                      results have been adjusted to reflect
                      changes made to customer assignments
                      between the wholesale and enterprise
                      channels as of the beginning of 2017.

    (2)               Excludes non-cash compensation
                      expense.

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

    (4)               In the second quarter 2017,
                      acquisition-related expenses were
                      $22 million.

    (5)               In the second quarter 2017, cash paid
                      for acquisition-related expenses
                      was $3 million.

    (6)               In the second quarter 2017,
                      acquisition-related capital
                      expenditures were $6 million.

    (7)               Results for the second quarter 2016
                      have been adjusted to reflect the
                      Company's adoption of Account
                      Standards Update 2016-09,
                      Improvements to Employee Share-Based
                      Payment Accounting.

Second Quarter 2017 Revenue Results



                               Second  2Q17/2Q16   2Q17/2Q16

                              Quarter    Percent     Percent
                              2016(1)      Change     Change,
    Core Network       Second                       Constant
    Services (CNS)                                  Currency
    Revenue           Quarter
                         2017
    ($ in millions)
    --------------

    North America      $1,607   $1,605          -%         -%
    -------------      ------   ------         ---         ---

    Wholesale            $415     $443        (6%)        (6%)
    ---------            ----     ----         ---          ---

    Enterprise         $1,192   $1,162          3%          3%
    ----------         ------   ------         ---          ---


    EMEA                 $176     $191        (8%)        (3%)
    ----                 ----     ----         ---          ---

    Wholesale             $55      $61       (10%)        (6%)
    ---------             ---      ---        ----          ---

    Enterprise           $107     $112        (4%)          -%
    ----------           ----     ----         ---          ---

    UK Government         $14      $18       (22%)        (9%)
    -------------         ---      ---        ----          ---


    Latin America        $182     $160         14%         11%
    -------------        ----     ----         ---          ---

    Wholesale             $36      $37        (3%)        (3%)
    ---------             ---      ---         ---          ---

    Enterprise           $146     $123         19%         16%
    ----------           ----     ----         ---          ---


    Total CNS Revenue  $1,965   $1,956          -%         1%
    -----------------  ------   ------         ---         ---

    Wholesale            $506     $541        (6%)        (6%)
    ---------            ----     ----         ---          ---

    Enterprise         $1,459   $1,415          3%          3%
    ----------         ------   ------         ---          ---


    (1)               The reported second quarter 2016
                      results have been adjusted to
                      reflect changes made to customer
                      assignments between the wholesale
                      and enterprise channels as of the
                      beginning of 2017.

Liquidity

As of June 30, 2017, the company had cash, cash equivalents and marketable securities of $2.2 billion.

2017 Business Outlook

"We remain confident in and are reiterating our outlook for Adjusted EBITDA and Free Cash Flow," said Sunit Patel, executive vice president and CFO of Level 3. "For the full year 2017, we continue to expect Adjusted EBITDA of $2.94 to $3.00 billion and Free Cash Flow of $1.10 to $1.16 billion, excluding CenturyLink acquisition-related expenses. All other outlook measures also remain unchanged."



                  Metrics(1)          2017 Outlook
                  ---------           ------------

    Adjusted EBITDA                             $2.94 to $3.00 billion
    ---------------                             ----------------------

    Free Cash Flow                              $1.10 to $1.16 billion
    --------------                              ----------------------

    GAAP Interest Expense                                 $540 million
    ---------------------                                 ------------

    Cash Interest Expense                                 $520 million
    ---------------------                                 ------------

    Capital Expenditures          16% of Total Revenue
    --------------------          --------------------

    Depreciation and Amortization                        $1.35 billion
    -----------------------------                        -------------

    Cash Income Tax                                        $40 million
    ---------------                                        -----------

    Non-cash Compensation Expense                         $170 million
    -----------------------------                         ------------

    Full Year Income Tax Rate                                     ~38%
    -------------------------                                      ---


    (1) All outlook measures exclude
     CenturyLink acquisition-
     related expenses.

Conference Call and Website Information

Level 3 will broadcast a live conference call on its Investor Relations website, http://investors.level3.com at 3:30 p.m. MT/5:30 p.m. ET. Additional information regarding the second quarter 2017 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).

The call will be archived and available as an audio replay on Level 3's Investor Relations website starting at 7 p.m. ET August 3 until 6 p.m. ET October 31, 2017. The replay can be accessed by dialing +1 800-633-8284 (U.S. Domestic) or +1 402-977-9140 (International), reservation code 21854939.

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



    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

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 Statements

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: increase revenue from its services to realize its targets for financial and operating performance; 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 risks associated with continued uncertainty in the global economy; 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; 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.

Except for the historical and factual information contained herein, the matters set forth in this communication, including statements regarding the expected timing and benefits of the proposed transaction, such as efficiencies, cost savings, enhanced revenues, growth potential, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as "will," "estimates," "anticipates," "believes," "expects," "projects," "plans," "intends," "may," "should," "could," "seeks" and similar expressions, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control. These forward-looking statements, and the assumptions upon which they are based, (i) are not guarantees of future results, (ii) are inherently speculative and (iii) are subject to a number of risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the ability of the parties to timely and successfully receive the required approvals for the combination from regulatory agencies free of conditions materially adverse to the parties and from their respective shareholders; the possibility that the anticipated benefits from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs, difficulties or disruptions related to the integration of Level 3's operations with those of CenturyLink will be greater than expected; the ability of the combined company to retain and hire key personnel; the effects of competition from a wide variety of competitive providers, including lower demand for CenturyLink's legacy offerings; the effects of new, emerging or competing technologies, including those that could make the combined company's products less desirable or obsolete; the effects of ongoing changes in the regulation of the communications industry, including the outcome of regulatory or judicial proceedings relating to intercarrier compensation, interconnection obligations, access charges, universal service, broadband deployment, data protection and net neutrality; adverse changes in CenturyLink's or the combined company's access to credit markets on favorable terms, whether caused by changes in its financial position, lower debt credit ratings, unstable markets or otherwise; the combined company's ability to effectively adjust to changes in the communications industry, and changes in the composition of its markets and product mix; possible changes in the demand for, or pricing of, the combined company's products and services, including the combined company's ability to effectively respond to increased demand for high-speed broadband service; changes in the operating plans, capital allocation plans or corporate strategies of the combined company, whether based on changes in market conditions, changes in the cash flows or financial position of the combined company, or otherwise; the combined company's ability to successfully maintain the quality and profitability of its existing product and service offerings and to introduce new offerings on a timely and cost-effective basis; the adverse impact on the combined company's business and network from possible equipment failures, service outages, security breaches or similar events impacting its network; the combined company's ability to maintain favorable relations with key business partners, suppliers, vendors, landlords and financial institutions; the ability of the combined company to utilize net operating losses in amounts projected; changes in the future cash requirements of the combined company; and other risk factors and cautionary statements as detailed from time to time in each of CenturyLink's and Level 3's reports filed with the U.S. Securities and Exchange Commission (the "SEC"). Due to these risks and uncertainties, there can be no assurance that the proposed combination or any other transaction described above will in fact be completed in the manner described or at all. You should be aware that new factors may emerge from time to time and it is not possible for us to identify all such factors nor can we predict the impact of each such factor on the proposed combination or the combined company. You should not place undue reliance on these forward?looking statements, which speak only as of the date of this communication. Unless legally required, CenturyLink and Level 3 undertake no obligation and each expressly disclaim any such obligation, to update publicly any forward-looking statements, whether as a result of new information, future events, changed events or otherwise.

Additional Information

In connection with the proposed combination, CenturyLink filed a registration statement on Form S-4 with the SEC (Registration Statement No. 333-215121), which was declared effective by the SEC on February 13, 2017. CenturyLink and Level 3 have filed a joint proxy statement/prospectus and will file other relevant documents concerning the proposed transaction with the SEC. CenturyLink and Level 3 began mailing the definitive joint proxy statement/prospectus to their respective security holders on or about February 13, 2017. The definitive joint proxy statement/prospectus, dated as of February 13, 2017, contains important information about CenturyLink, Level 3, the proposed combination and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION OR INCORPORATED BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain the definitive joint proxy statement/prospectus and the filings that are incorporated by reference in the definitive joint proxy statement/prospectus, as well as other filings containing information about CenturyLink and Level 3, free of charge, at the website maintained by the SEC at www.sec.gov. Investors and security holders may also obtain these documents free of charge by directing a request to CenturyLink, 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Corporate Secretary, or to Level 3, 1025 Eldorado Boulevard, Broomfield, Colorado 80021, Attention: Investor Relations.

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.



    Level 3 Communications, Inc. and Consolidated Subsidiaries

    Quarterly Constant Currency

                                                                       2Q16 FX   1Q17 FX                             2Q16 FX                 1Q17 FX

    CNS Revenue ($ in
     millions)                                                 2Q17      2Q17      2Q17    2Q16(2) 1Q17     2Q17/     2Q17      2Q17/1Q17      2Q17
                                                                       Constant Constant                     2Q16   Constant      %Change   Constant
                                                                       Currency Currency                   %Change Currency/                Currency/
                                                                                                                      2Q16                     1Q17
                                                                                                                   %Change(3)               %Change(3)
    ---                                                                                                            ---------                ---------

    North America                                                        $1,607                    $1,607                            $1,607                $1,605          $1,594           0.1%          0.1% 0.8%     0.8%

    Wholesale                                                              $415                      $415                              $415                  $443            $403         (6.3)%        (6.3)% 3.0%     3.0%

    Enterprise                                                           $1,192                    $1,192                            $1,192                $1,162          $1,191           2.6%          2.6% 0.1%     0.1%


    EMEA                                                                   $176                      $186                              $172                  $191            $175         (7.9)%        (2.5)% 0.6%   (1.7)%

    Wholesale                                                               $55                       $58                               $54                   $61             $55         (9.8)%        (6.0)%    - % (2.0)%

    Enterprise                                                             $107                      $112                              $105                  $112            $106         (4.5)%          0.4% 0.9%   (1.3)%

    UK Govt                                                                 $14                       $16                               $13                   $18             $14        (22.2)%        (9.0)%    - % (3.3)%


    Latin America                                                          $182                      $178                              $183                  $160            $177          13.8%         11.3% 2.8%     3.4%

    Wholesale                                                               $36                       $35                               $36                   $37             $36         (2.7)%        (3.0)%    - %   1.7%

    Enterprise                                                             $146                      $143                              $147                  $123            $141          18.7%         15.5% 3.5%     3.8%


    Total CNS Revenue                                                    $1,965                    $1,971                            $1,962                $1,956          $1,946           0.5%          0.8% 1.0%     0.8%

    Wholesale                                                              $506                      $508                              $505                  $541            $494         (6.5)%        (6.0)% 2.4%     2.1%

    Enterprise(1)                                                        $1,459                    $1,463                            $1,457                $1,415          $1,452           3.1%          3.4% 0.5%     0.3%


    Total CNS Revenue                                                    $1,965                    $1,971                            $1,962                $1,956          $1,946           0.5%          0.8% 1.0%     0.8%

    Wholesale Voice
     Services                                                       96                  96              96                   100                       102   (4.0)% (3.7)%        (5.9)%         (5.1)%
                                                                                                                                                   ---

    Total Revenue                                                        $2,061                    $2,067                            $2,058                $2,056          $2,048           0.2%          0.6% 0.6%     0.5%
                                                                         ======                    ======                            ======                ======          ======


    (1)            Includes UK
                   Government

    (2)            The 2016 results have
                   been adjusted to reflect
                   changes made to customer
                   assignments between the
                   wholesale and enterprise
                   channels as of the
                   beginning of 2017.

    (3)            Percentages are
                   calculated using whole
                   numbers. Minor
                   differences may exist
                   due to rounding.

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

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 Income, 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 Income 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

               ($ in millions)                  2Q17       2Q16
                --------------                  ----       ----

    Net Income                                              $154          $156

    Income Tax Expense                              69               34

    Total Other Expense                            130              184

    Depreciation and Amortization                  330              310

    Non-Cash Stock Compensation                     39               31

    Adjusted EBITDA                                         $722          $715

    Add back: Acquisition-Related
     Expenses                                       22                -

    Adjusted EBITDA Excluding
     Acquisition-Related Expenses                           $744          $715
                                                            ====          ====


    Total Revenue                                         $2,061        $2,056
                                                          ======        ======

    Adjusted EBITDA Margin                       35.0%           34.8%

    Adjusted EBITDA Excluding
     Acquisition-Related Expenses Margin         36.1%           34.8%

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 Income. 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 loss carryforwards, 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 loss carryforwards, 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

    ($ in millions)                              2Q17                  2Q16
    --------------                               ----                  ----

    Net Cash Provided by
     Operating
     Activities                                  $561                   $631

    Capital Expenditures  (328)                                 (367)

    Free Cash Flow                               $233                   $264

    Cash Interest Paid      129                                    133

    Interest Income         (3)                                   (1)
                            ---                                    ---

    Unlevered Cash Flow                          $359                   $396
                                                 ====                   ====




    Free Cash Flow                               $233                   $264

    Add back: Cash
     Acquisition-
     Related Expenses         3                                      -
                            ---                                    ---

    Free Cash Flow
     Excluding Cash
     Acquisition-
     Related Expenses                            $236                   $264
                                                 ====                   ====


    Unlevered Cash Flow                          $359                   $396

    Add back: Cash
     Acquisition-
     Related Expenses         3                                      -
                            ---                                    ---

    Unlevered Cash Flow
     Excluding Cash
     Acquisition-
     Related Expenses                            $362                   $396
                                                 ====                   ====

Debt is defined as total gross debt, including capital leases from the Footnotes to the Consolidated Financial Statements.

Net Debt to Last Twelve Months (LTM) Adjusted EBITDA Ratio is defined as Debt, reduced by cash and cash equivalents and marketable securities and divided by LTM Adjusted EBITDA Excluding Acquisition-Related Expenses.



                                              Level 3 Communications, Inc. and Consolidated Subsidiaries

                                                                  LTM Adjusted EBITDA

               ($ in millions) 3Q16    4Q16     1Q17        2Q17      Total:
                                                                        LTM
    ---                                                                 ---

    Total Revenue                      $2,033                           $2,032                            $2,048             $2,061 $8,174

    Network Access Costs         (675)           (680)                  (691)                    (675)           (2,721)

    Network Related
     Expenses                    (337)           (332)                  (336)                    (337)           (1,342)

    Selling, General and
     Administrative
     Expenses                    (348)           (346)                  (364)                    (366)           (1,424)

    Add back: Non-Cash
     Compensation Expenses          43               35                      48                        39                165

    Adjusted EBITDA                      $716                             $709                              $705               $722 $2,852
                                         ====                             ====                              ====               ==== ======


    Add back: Acquisition-
     Related Expenses                -              15                      20                        22                 57
                                   ---             ---                     ---                       ---                ---

    Adjusted EBITDA
     Excluding
     Acquisition-Related
     Expenses                            $716                             $724                              $725               $744 $2,909
                                         ====                             ====                              ====               ==== ======



    Level 3 Communications, Inc. and Consolidated Subsidiaries

    Net Debt to LTM Adjusted EBITDA ratio as of June 30, 2017
    ---------------------------------------------------------

                        ($ in millions)

    Debt                                             $11,007

    Cash and Cash Equivalents            (1,056)

    Marketable Securities                (1,127)
                                          ------

    Net Debt                                          $8,824
                                                      ======

    LTM Adjusted EBITDA Excluding
     Acquisition-Related Expenses                     $2,909
                                                      ======

    Net Debt to LTM Adjusted
     EBITDA Ratio                            3.0
                                             ===

Outlook
In order to provide our outlook with respect to non-GAAP metrics, we are required to indicate a range for GAAP measures that are components of the reconciliation of the non-GAAP metric. The provision of these ranges is in no way meant to indicate that the company is explicitly or implicitly providing an outlook on those GAAP components of the reconciliation. In order to reconcile the non-GAAP financial metric to GAAP, the company has to use ranges for the GAAP components that arithmetically add up to the non-GAAP financial metric. While the company feels reasonably comfortable about the outlook for its non-GAAP financial metrics, it fully expects that the ranges used for the GAAP components will vary from actual results. We will consider our outlook of non-GAAP financial metrics to be accurate if the specific non-GAAP metric is met or exceeded, even if the GAAP components of the reconciliation are different from those provided in an earlier reconciliation.



                                Level 3 Communications, Inc. and Consolidated Subsidiaries

                                                         Outlook


    Adjusted EBITDA Outlook

    Twelve Months Ended December 31, 2017

                                                                    Range

    ($ in
     millions)                                            Low                   High
    ----------                                            ---                   ----

    Net Income                                                        $500                            $590

    Income Tax
     Expense                                                 330                                360

    Total Other
     Expense                                                 570                                550

    Depreciation
     and
     Amortization
     Expense                                               1,360                              1,340

    Non-Cash
     Compensation
     Expense                                                 180                                160

    Adjusted
     EBITDA                                                         $2,940                          $3,000
                                                                    ======                          ======




    Free Cash Flow Outlook

    Twelve Months Ended December 31, 2017

                                                                  Range

    ($ in
     millions)                                            Low                   High
    ----------                                            ---                   ----

    Net Cash
     Provided by
     Operating
     Activities                                                     $2,420                          $2,520

    Capital
     Expenditures                                        (1,320)                           (1,360)

    Free Cash
     Flow                                                           $1,100                          $1,160
                                                                    ======                          ======



                                                                                                                 Attachment #1

                                           LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                 Consolidated Statements of Income

                                                            (unaudited)



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

    (dollars in millions,
     except per share data)               June 30, 2017                          March 31, 2017         June 30, 2016
    -----------------------               -------------                          --------------         -------------


    Revenue                                                 $2,061                               $2,048                     $2,056


    Costs and Expenses

    Network access costs                                       675                                  691                        676

    Network related
     expenses                                                  337                                  336                        339

    Depreciation and
     amortization                                              330                                  320                        310

    Selling, general and
     administrative
     expenses                                                  366                                  364                        357
                                                               ---                                  ---                        ---

       Total Costs and
        Expenses                                             1,708                                1,711                      1,682
                                                             -----                                -----                      -----


    Operating Income                                           353                                  337                        374


    Other Income (Expense):

    Interest income                                              3                                    2                          1

    Interest expense                                         (132)                               (134)                     (140)

    Loss on modification
     and extinguishment of
     debt                                                        -                                (44)                      (40)

    Other, net                                                 (1)                                   4                        (5)
                                                               ---                                  ---                        ---

       Total Other Expense                                   (130)                               (172)                     (184)
                                                              ----                                 ----                       ----


    Income Before Income
     Taxes                                                     223                                  165                        190


    Income Tax Expense                                        (69)                                (70)                      (34)
                                                               ---                                  ---                        ---


    Net Income                                                $154                                  $95                       $156
                                                              ====                                  ===                       ====


    Basic Earnings per Common Share:

    Net Income per Share                                     $0.42                                $0.26                      $0.44

    Weighted-Average
     Shares Outstanding (in
     thousands)                                            362,385                              361,461                    357,924


    Diluted Earnings per Common Share:

    Net Income per Share                                     $0.42                                $0.26                      $0.43

    Weighted-Average
     Shares Outstanding (in
     thousands)                                            365,002                              364,121                    361,250



                                                                                                      Attachment #2

                                         LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                  Consolidated Balance Sheets

                                                          (unaudited)


                                                       June 30,                    March 31,         June 30,

    (dollars in millions)                                          2017                         2017               2016
    --------------------                                           ----                         ----               ----


    Assets


    Current Assets:

    Cash and cash equivalents                                    $1,056                       $1,947             $1,291

    Marketable securities                                         1,127                            -                 -

    Restricted cash and
     securities                                                       5                            7                  8

    Receivables, less
     allowances for doubtful
     accounts                                                       707                          712                839

    Other                                                           141                          141                140
                                                                    ---                          ---                ---

    Total Current Assets                                          3,036                        2,807              2,278


    Property, Plant and
     Equipment, net                                              10,392                       10,285             10,073

    Restricted Cash and
     Securities                                                      29                           31                 31

    Goodwill                                                      7,737                        7,731              7,739

    Other Intangibles, net                                          809                          861              1,020

    Deferred Tax Assets                                           3,235                        3,305              3,395

    Other Assets                                                     49                           51                 50
                                                                    ---                          ---                ---

    Total Assets                                                $25,287                      $25,071            $24,586
                                                                =======                      =======            =======


    Liabilities and Stockholders' Equity


    Current Liabilities:

    Accounts payable                                               $693                         $750               $762

    Current portion of long-
     term debt                                                      306                          307                  7

    Accrued payroll and
     employee benefits                                              178                          148                160

    Accrued interest                                                 97                          101                131

    Current portion of deferred
     revenue                                                        262                          275                268

    Other                                                           162                          153                170
                                                                    ---                          ---                ---

    Total Current Liabilities                                     1,698                        1,734              1,498


    Long-Term Debt, less
     current portion                                             10,584                       10,581             10,871

    Deferred Revenue, less
     current portion                                              1,058                        1,044              1,027

    Other Liabilities                                               632                          631                637
                                                                    ---                          ---                ---

    Total Liabilities                                            13,972                       13,990             14,033


    Stockholders' Equity                                         11,315                       11,081             10,553
                                                                 ------                       ------             ------

    Total Liabilities and
     Stockholders' Equity                                       $25,287                      $25,071            $24,586
                                                                =======                      =======            =======



                                                                                                          Attachment #3

                                            LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                Consolidated Statements of Cash Flows

                                                             (unaudited)


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

                                                          June 30,                    March 31,          June 30,

    (dollars in millions)                                             2017                          2017               2016
    --------------------                                              ----                          ----               ----


    Cash Flows from Operating Activities:

    Net income                                                        $154                           $95               $156

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

       Depreciation and
        amortization                                                   330                           320                310

       Non-cash compensation
        expense attributable to
        stock awards                                                    39                            48                 31

       Loss on modification and
        extinguishment of debt                                           -                           44                 40

       Accretion of debt discount
        and amortization of debt
        issuance costs                                                   4                             5                  5

       Accrued interest on long-
        term debt, net                                                 (4)                         (28)                 -

       Deferred income taxes                                            57                            62                 20

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

       Other, net                                                      (3)                          (5)                 6

       Changes in working capital items:

       Receivables                                                      10                             6               (25)

       Other current assets                                            (4)                         (32)               (5)

       Payables                                                       (59)                           42                 84

       Deferred revenue                                                  -                           50                (4)

       Other current liabilities                                        37                          (68)                14
                                                                       ---                           ---                ---

    Net Cash Provided by
     Operating Activities                                              561                           539                631


    Cash Flows from Investing Activities:

    Capital expenditures                                             (328)                        (368)             (367)

    Change in restricted cash
     and securities, net                                                 4                             -               839

    Purchases of marketable
     securities                                                    (1,127)                            -                 -

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

    Net Cash (Used in) Provided
     by Investing Activities                                       (1,451)                        (368)               473


    Cash Flows from Financing Activities:

    Long-term debt borrowings,
     net of issuance costs                                               -                        4,569                (1)

    Payments on and repurchases
     of long-term debt and
     capital leases                                                    (2)                      (4,613)             (815)
                                                                       ---                        ------               ----

    Net Cash Used in Financing
     Activities                                                        (2)                         (44)             (816)


    Effect of Exchange Rates on
     Cash and Cash Equivalents                                           1                             1                (1)
                                                                       ---                           ---                ---


    Net Change in Cash and Cash
     Equivalents                                                     (891)                          128                287


    Cash and Cash Equivalents
     at Beginning of Period                                          1,947                         1,819              1,004
                                                                     -----                         -----              -----


    Cash and Cash Equivalents
     at End of Period                                               $1,056                        $1,947             $1,291
                                                                    ======                        ======             ======


    Supplemental Disclosure of Cash Flow Information:

    Cash interest paid                                                $129                          $153               $133

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SOURCE Level 3 Communications, Inc.