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Level 3 Reports Fourth Quarter and Full Year 2012 Results



          Level 3 Reports Fourth Quarter and Full Year 2012 Results

  PR Newswire

  BROOMFIELD, Colorado, Feb. 12, 2013

- Fourth Quarter and Full Year 2012 Highlights

- Grew Core Network Services (CNS) revenue for the fourth quarter 2012 by 1.8
percent sequentially and 4.7 percent year-over-year, on a constant currency
basis

- Grew fourth quarter 2012 Enterprise CNS revenue by 2.2 percent sequentially
and 7.8 percent year-over-year, on a constant currency basis

- Adjusted EBITDA was $407 million for the fourth quarter 2012. Excluding a
$27 million net benefit from special items recognized in the fourth quarter
2012, Adjusted EBITDA grew 18 percent for the full year 2012 compared to the
full year 2011 pro forma

- Generated $202 million of positive Free Cash Flow in the fourth quarter 2012
and $48 million of positive Free Cash Flow for quarters two through four of
2012

- Capital expenditures were $743 million for the full year 2012, approximately
12 percent of total revenue

BROOMFIELD, Colorado, Feb. 12, 2013 /PRNewswire/ -- Level 3 Communications,
Inc. (NYSE: LVLT) reported total revenue of $1.614 billion for the fourth
quarter 2012, compared to $1.590 billion for the third quarter 2012 and $1.579
billion for the fourth quarter 2011. For the full year 2012, total revenue was
$6.376 billion, compared to $6.318 billion pro forma for the full year 2011.

(Logo: http://photos.prnewswire.com/prnh/20111004/LA77008LOGO )

The net loss for the fourth quarter 2012 was $0.16 per share, excluding a loss
on the extinguishment of debt of $0.23 per share and a benefit from special
items recognized in the fourth quarter 2012 of $0.13 per share. The net loss
for the fourth quarter 2012 was $0.26 per share prior to excluding the effects
of the loss on extinguishment of debt and the benefit from the special items.
The net loss for the fourth quarter 2012 was $56 million, compared to a net
loss of $166 million for the third quarter 2012 and a net loss of $163 million
for the fourth quarter 2011.

Adjusted EBITDA was $407 million in the fourth quarter 2012, and included a
$27 million net benefit from a non-cash reduction in asset retirement
obligations (ARO) of $47 million, partially offset by severance and related
charges of $20 million. This compared to $372 million in the third quarter
2012 and $271 million in the fourth quarter 2011. For the full year 2012,
excluding the net benefit recognized in the fourth quarter 2012, Adjusted
EBITDA was up 18 percent compared to the full year 2011 pro forma.

"Level 3 continued to grow revenue in the fourth quarter, and we see the
opportunity to improve revenue growth in 2013," said James Crowe, CEO of Level
3. "We made good progress with integration throughout 2012, invested in the
business for future growth, and firmed up our balance sheet with over $4.5
billion of capital markets transactions last year, positioning us well for
2013."

Financial Results
Metric                      Fourth      Third    Fourth             Full Year
                           Quarter    Quarter   Quarter  Full Year  2011, Pro
($ in millions)               2012       2012      2011       2012   Forma(3)
Core Network Services
Revenue                     $1,424     $1,395    $1,368     $5,587     $5,418
Wholesale Voice
Services and Other
Revenue                       $190       $195      $211       $789       $900
Total Revenue               $1,614     $1,590    $1,579     $6,376     $6,318
Adjusted EBITDA(1)            $407       $372      $271     $1,459     $1,216
Capital Expenditures          $198       $227      $148       $743       $624
Unlevered Cash Flow(1)        $325        $77      $202       $528       $508
Free Cash Flow(1)             $202     ($157)       $41     ($165)     ($202)
Gross Margin(1)              59.4%      59.6%     58.2%      59.2%      58.0%
Adjusted EBITDA
Margin(1)                    25.2%      23.4%     17.2%      22.9%      19.2%
Net Loss(2)                    $56       $166      $235       $422       $875
Net Loss per Share(2)        $0.26      $0.76     $1.15      $1.96      $4.28
(1) See schedule of non-GAAP metrics for definition and reconciliation to
GAAP measures.
(2) Net loss excludes the results attributable to the discontinued coal
business in the fourth quarter 2011.
(3) References to "pro forma" figures assume the Global Crossing acquisition
took place on January 1, 2011.

Revenue
                                                                 Full  Percent
                                                                 Year
                               Percent          Percent          2011   Change
               Fourth   Third  Change,  Fourth  Change,   Full    Pro       As
Revenue ($ in Quarter Quarter Constant Quarter Constant   Year  Forma Reported
millions)        2012    2012 Currency    2011 Currency   2012 (1)(3)      (4)
North America  $1,024  $1,008       1%    $976       5% $4,026 $3,828       5%
Wholesale        $388    $381       2%    $388        - $1,532 $1,555     (2%)
Enterprise       $636    $627       1%    $588       8% $2,494 $2,273      10%
EMEA             $217    $210       1%    $224     (3%)   $860   $924     (7%)
Wholesale         $88     $89     (3%)     $94     (6%)   $360   $392     (8%)
Enterprise        $87     $80       5%     $80       9%   $327   $310       6%
UK Government     $42     $41      --%     $50    (17%)   $173   $222    (22%)
Latin America    $183    $177       5%    $168      14%   $701   $666       5%
Wholesale         $37     $36       6%     $35      11%   $140   $151     (7%)
Enterprise       $146    $141       4%    $133      15%   $561   $515       9%
Total CNS
Revenue        $1,424  $1,395       2%  $1,368       5% $5,587 $5,418       3%
Wholesale        $513    $506       1%    $517      --% $2,032 $2,098     (3%)
Enterprise(2)    $911    $889       2%    $851       8% $3,555 $3,320       7%
(1) See schedule of non-GAAP metrics for definition and reconciliation to GAAP
measures.
(2) Includes EMEA UK Government
(3) References to "pro forma" figures assume the Global Crossing acquisition
took place on January 1, 2011.
(4) As Reported comparison measures current period results against pro forma
results from full year 2011

Core Network Services Revenue Core Network Services (CNS) revenue grew
sequentially to $1.424 billion in the fourth quarter 2012, increasing
approximately 1.8 percent on a constant currency basis.

"CNS revenue performance strengthened this quarter as expected, with overall
CNS revenue growth on a constant currency basis of 1.8 percent sequentially
and 4.7 percent year-over-year," said Sunit Patel, executive vice president
and CFO of Level 3. "In particular, on a constant currency basis, global CNS
enterprise revenue growth improved this quarter, growing 2.2 percent
sequentially, up from 1.5 percent sequential growth in the third quarter 2012,
and growing 7.8 percent year-over-year."

For the full year 2012, CNS revenue grew to $5.587 billion, compared to $5.418
billion for full year 2011 pro forma.

Deferred Revenue The deferred revenue balance was $1.138 billion at the end of
the fourth quarter 2012, compared to $1.101 billion at the end of the third
quarter 2012 and $1.149 billion at the end of the fourth quarter 2011.

Cost of Revenue Cost of revenue for the fourth quarter 2012 was $655 million,
compared to $642 million in the third quarter 2012 and $660 million in the
fourth quarter 2011. For the full year 2012, cost of revenue decreased to
$2.602 billion, compared to $2.655 billion for the full year 2011 pro forma.

For the fourth quarter 2012, gross margin was 59.4 percent, compared to 59.6
percent for the third quarter 2012 and 58.2 percent for the fourth quarter
2011.

Gross margin increased to 59.2 percent for the full year 2012, compared to
58.0 percent for the full year 2011 pro forma.

Selling, General and Administrative (SG&A ) Expenses Excluding non-cash
compensation expense, SG&A expenses were $552 million for the fourth quarter
2012, which included a $47 million benefit from a reduction in the estimated
cost of asset retirement obligations (ARO) under real estate leases and
right-of-way agreements and a $20 million charge for severance and related
expenses. SG&A expenses were $576 million in the third quarter 2012 and $648
million in the fourth quarter 2011.

SG&A expenses, including non-cash compensation expense, were $585 million for
the fourth quarter 2012, compared to $625 million in the third quarter 2012
and $681 million in the fourth quarter 2011. Non-cash compensation expense was
$33 million, $49 million and $33 million for the fourth quarter 2012, the
third quarter 2012 and the fourth quarter 2011, respectively.

For the full year 2012, excluding non-cash compensation expense, SG&A was
$2.315 billion, compared to $2.447 billion for the full year 2011 pro forma.

Adjusted EBITDA For the fourth quarter 2012, Adjusted EBITDA was $407 million,
which included the $27 million net benefit of the ARO adjustment and
offsetting severance charges incurred during the quarter. Also in the fourth
quarter 2012, the company recognized higher than expected healthcare costs,
entered into a settlement to resolve a longstanding dispute with a large
carrier, and was affected by Superstorm Sandy for a total of approximately $15
million.

Adjusted EBITDA was $372 million in the third quarter 2012 and $271 million in
the fourth quarter 2011.

For the full year 2012, Adjusted EBITDA was $1.459 billion. Excluding the $27
million net benefit from special items recognized in the fourth quarter 2012,
Adjusted EBITDA grew 18 percent compared to the full year 2011 pro forma.

Adjusted EBITDA margin was 23.5 percent excluding the special items, compared
to 23.4 percent for the third quarter 2012 and 17.2 percent in the fourth
quarter 2011.

For the full year 2012, Adjusted EBITDA margin was 22.5 percent excluding the
special items, compared to 19.2 percent for the full year 2011 pro forma.

Cash Flow and Capital Markets Transactions During the fourth quarter 2012,
Unlevered Cash Flow was $325 million, compared to $77 million for the third
quarter 2012 and $202 million for the fourth quarter 2011.

Free Cash Flow was positive $202 million for the fourth quarter 2012, compared
to negative $157 million in the third quarter 2012, and positive $41 million
for the fourth quarter 2011.

For the full year 2012, Unlevered Cash Flow was $528 million, compared to $508
million in 2011 pro forma. Free Cash Flow was negative $165 million for the
full year 2012, compared to negative $202 million for the full year 2011 pro
forma.

Capital expenditures were $198 million for the fourth quarter 2012, compared
to $227 million for the third quarter 2012 and $148 million for the fourth
quarter 2011. For the full year 2012, capital expenditures were $743 million,
approximately 12 percent of total revenue, compared to $624 million for the
full year 2011 pro forma.

In Oct. 2012, Level 3 Financing refinanced its existing $650 million Tranche B
II and $550 million Tranche B III Term Loans, each maturing in 2018, through
the creation of a new Tranche B-II 2019 Term Loan of $1.2 billion, maturing in
2019. The company recognized a loss of $50 million in the fourth quarter 2012
as a result of this transaction.

As of December 31, 2012, the company had cash of approximately $979 million.

Integration Update "In 2012, we took a deliberate and careful approach in
bringing Global Crossing and Level 3 together to ensure we maintained the
excellent customer service capabilities we've worked hard to build over the
last several years," said Jeff Storey, President and COO of Level 3. "We
completed several milestones in support of a unified customer experience in
2012, and our customer satisfaction scores improved over the course of last
year."

"With the progress we made throughout the year and the additional milestones
we reached in the fourth quarter, we felt comfortable taking additional cost
reduction actions in the fourth quarter, reducing our workforce by
approximately 4 percent and beginning the process to exit office locations. At
the same time, we made investments for growth by increasing our sales force,
putting additional customer buildings on-net throughout our global footprint,
and launching additional capabilities to our Managed Services, Managed
Security and Professional Services product offerings."

"As we look to 2013, we remain focused on revenue growth in all regions, and
continuing to drive additional cost efficiencies throughout the business."

2013 Business Outlook "Overall for 2013, we expect to see stronger sequential
CNS revenue growth and continued double digit Adjusted EBITDA growth," said
Patel.

"For the first quarter 2013, we expect to see a slight decline in CNS revenue
on a sequential basis, due to the typical reversal in the seasonally strong
fourth quarter revenue. Adjusting for the special items in the fourth quarter,
with the expected decline in CNS revenue and increase in payroll taxes, we
expect Adjusted EBITDA to be roughly flat in the first quarter 2013 compared
to the fourth quarter 2012."

"For the remainder of 2013, we generally expect sequential CNS revenue growth
to be stronger compared to 2012. We expect low double digit percentage growth
in Adjusted EBITDA, compared to full year 2012 reported Adjusted EBITDA of
$1.459 billion. We expect to be Free Cash Flow positive for the full year,
excluding interest rate swap obligations."

"GAAP interest expense is expected to be approximately $665 million, and net
cash interest expense is expected to be approximately $645 million for the
full year 2013. Capital expenditures are expected to be approximately 12
percent of total revenue for the full year 2013. Depreciation and Amortization
is expected to be approximately $770 million for the full year 2013."

"Consistent with previous years, we expect a heavier use of cash in the first
quarter 2013, primarily due to higher sequential cash interest expense, which
is expected to be approximately $70 million greater in the first quarter 2013
compared to the fourth quarter 2012, as well as our annual bonus payments and
other working capital requirements."

2013 Revenue Reporting "At the beginning of each year, we assess our reporting
to ensure our external disclosure best reflects the business," said Patel. "We
are maintaining our current reporting categories in 2013, but making some
adjustments between current geographic and channel reporting categories."

"To conform Global Crossing reporting to a consistent basis across the
company, we have reallocated revenue to more accurately reflect the revenue
attribution by region. In the fourth quarter 2012 pro forma for this change,
$12 million of CNS revenue from North America would have been reported in our
other two regions, with $11 million reported in EMEA and $1 million reported
in Latin America."

"Additionally, we made some minor customer channel changes, and reallocated
CNS voice services revenue of about $33 million attributable to our reseller
channel to Wholesale Voice Services and Other revenue."

Pro forma for these changes for the third and fourth quarter 2012, Core
Network Services revenue was:

                                                                      Percent
CNS Revenue(1)                                           Percent      Change,
                     Fourth Quarter   Third Quarter   Change, As     Constant
($ in millions)                2012            2012     Reported     Currency
North America                  $979            $963           2%           2%
Wholesale                      $392            $386           2%           2%
Enterprise                     $587            $577           2%           1%
EMEA                           $228            $223           2%           1%
Wholesale                       $87             $87          --%         (3%)
Enterprise                      $99             $94           5%           4%
UK Government                   $42             $42          --%           -%
Latin America                  $184            $179           3%           4%
Wholesale                       $41             $40           3%           4%
Enterprise                     $143            $139           3%           4%
Total CNS Revenue            $1,391          $1,365           2%           2%
Wholesale                      $520            $513           1%           1%
Enterprise(2)                  $871            $852           2%           2%
Wholesale Voice
Services and Other
Revenue                        $223            $225         (1%)         (1%)
Total Revenue                $1,614          $1,590           2%           1%
(1) Results for previous quarters and the full year 2012 in this format can
be found in the "Supplemental Schedule" on the Level 3 Investor Relations
website
(2) Includes EMEA UK Government Revenue
CNS Services Revenue(1)
                             Fourth Quarter    Third Quarter  Percent Change,
($ in millions)                        2012             2012    As   Reported
Colocation and Datacenter
Services                               $145             $139               4%
Transport & Fiber                      $494             $491               1%
IP and Data Services                   $512             $502               2%
Voice Services (local and
enterprise)                            $240             $233               3%
Total CNS Revenue                    $1,391           $1,365               2%
(1) Results for previous quarters and the full year 2012 in this format can
be found in the "Supplemental Schedule" on the Level 3 Investor Relations
website

The pro forma reporting for these changes for the full year 2012 by quarter is
provided in the supplemental schedules on the Investor Relations section of
the Level 3 website.

Conference Call and Web Site Information Level 3 will hold a conference call
to discuss the company's fourth quarter and full year 2012 results today at 9
a.m. ET. The conference call will be broadcast live on Level 3's Investor
Relations website at http://lvlt.client.shareholder.com/events.cfm .
Additional information regarding the fourth quarter and full year 2012
results, including the presentation that 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
can also be sent to Investor.Relations@Level3.com .

The call will be archived and available on Level 3's Investor Relations
website or can be accessed as an audio replay starting at 2 p.m. ET on Feb. 12
until midnight ET on March 15. The replay can be accessed by dialing 1
800-633-8284 (U.S. Domestic) or 1-402-977-9140 (International), conference
code 21645117.

For additional information, please call 720-888-2502.

About Level 3 Communications Level 3 Communications, Inc. (NYSE: LVLT )
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 450 markets in 45 countries over 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

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

Website Access to Company Information Level 3 maintains a corporate website at
www.level3.com , and you can find additional information about the company
through the Investors pages on that website at
http://lvlt.client.shareholder.com/ . Level 3 uses its website as a channel of
distribution of important information about the company. Level 3 routinely
posts financial and other important information regarding the company and its
business, financial condition and operations on the Investor Relations web
pages.

Visitors to the Investors Relations web pages can view and print copies of
Level 3's SEC filings, including periodic and current reports on Forms 10-K,
10-Q, 8-K, as soon as reasonably practicable after those filings are made with
the SEC.

Copies of the charters for each of the Audit, Compensation and Nominating and
Governance committees of Level 3's Board of Directors, its Corporate
Governance Guidelines, Code of Ethics, press releases and analysts and
investor conference presentations are all available through the Investor
Relations web pages.

Please note that the information contained on any of Level 3's web sites is
not incorporated by reference in, or considered to be a part of, any document
unless expressly incorporated by reference in that document.

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 Global Crossing
acquisition or otherwise realize the anticipated benefits thereof; manage
risks associated with continued uncertainty in the global economy; obtain
additional financing, particularly in the event of disruptions in the
financial markets; manage continued or accelerated decreases in market pricing
for communications services; maintain and increase traffic on its network;
develop and maintain effective business support systems; manage system and
network failures or disruptions; develop new services that meet customer
demands and generate acceptable margins; adapt to rapid technological changes
that could adversely affect the company's competitiveness; defend intellectual
property and proprietary rights; 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:
Monica Martinez                            Mark Stoutenberg
+1-720-888-3991                            +1-720-888-2518
Monica.Martinez@Level3.com                 Mark.Stoutenberg@Level3.com

Level 3 Communications:

Non-GAAP Metrics

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

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

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

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

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

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

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

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

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

                           Adjusted EBITDA Metric

                                   Q4 2012
                                (in millions)
Net Loss                                                       ($56)
Income Tax Expense                                                13
Total Other Expense                                              231
Depreciation and Amortization                                    186
Non-Cash Stock Compensation                                       33
Adjusted EBITDA                                                 $407
Adjusted EBITDA Margin                                         25.2%
                           Adjusted EBITDA Metric

                                   Q3 2012
                                (in millions)
Net Loss                                                      ($166)
Income Tax Expense                                                13
Total Other Expense                                              291
Depreciation and Amortization                                    185
Non-Cash Stock Compensation                                       49
Adjusted EBITDA                                                 $372
Adjusted EBITDA Margin                                         23.4%
                       Adjusted EBITDA Metric

                              Q4 2011
                           (in millions)
Net Loss                                                      ($163)
Income Tax Expense                                                 5
Total Other Expense                                              275
Depreciation and Amortization                                    193
Non-Cash Stock Compensation                                       33
Income from Discontinued Operations                             (72)
Adjusted EBITDA                                                 $271
Adjusted EBITDA Margin                                         17.2%
                       Adjusted EBITDA Metric

                    Year Ended December 31, 2012
                           (in millions)
Net Loss                                                      ($422)
Income Tax Expense                                                48
Total Other Expense                                              949
Depreciation and Amortization                                    749
Non-Cash Stock Compensation                                      135
Adjusted EBITDA                                               $1,459
Adjusted EBITDA Margin                                         22.9%
                       Adjusted EBITDA Metric

                   Year Ended December 31, 2011*
                           (in millions)
Net Loss                                                      ($756)
Income Tax Expense                                                41
Total Other Expense                                              838
Depreciation and Amortization                                    805
Non-Cash Stock Compensation                                      101
Income from Discontinued Operations                             (71)
Adjusted EBITDA                                                 $958
Adjusted EBITDA Margin                                         22.1%
* Includes Level 3 Communications results prior to the acquisition of Global
Crossing on October 4, 2011.

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 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 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's 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,
2012                                     Unlevered
($ in millions)                          Cash Flow             Free Cash Flow
Net Cash Provided by Operating
Activities of Continuing Operations               $400                   $400
Capital Expenditures                            ($198)                 ($198)
Cash Interest Paid                                $123                    N/A
Interest Income                                      -                    N/A
Total                                             $325                   $202
Unlevered Cash Flow and Free Cash Flow
Three Months Ended September 30,
2012                                     Unlevered
($ in millions)                          Cash Flow             Free Cash Flow
Net Cash Provided by Operating
Activities of Continuing Operations                $70                    $70
Capital Expenditures                            ($227)                 ($227)
Cash Interest Paid                                $234                    N/A
Interest Income                                      -                    N/A
Total                                              $77                 ($157)
Unlevered Cash Flow and Free Cash Flow*
Three Months Ended December 31,
2011                                     Unlevered
($ in millions)                          Cash Flow             Free Cash Flow
Net Cash Provided by Operating
Activities of Continuing Operations               $189                   $189
Capital Expenditures                            ($148)                 ($148)
Cash Interest Paid                                $162                    N/A
Interest Income                                    (1)                    N/A
Total                                             $202                    $41
Unlevered Cash Flow and Free Cash Flow
Year Ended December 31, 2012             Unlevered
($ in millions)                          Cash Flow             Free Cash Flow
Net Cash Provided by Operating
Activities of Continuing Operations              $ 578                   $578
Capital Expenditures                            ($743)                 ($743)
Cash Interest Paid                                $695                    N/A
Interest Income                                    (2)                    N/A
Total                                             $528                 ($165)
Unlevered Cash Flow and Free Cash Flow*
Year Ended December 31, 2011             Unlevered
($ in millions)                          Cash Flow             Free Cash Flow
Net Cash Provided by Operating
Activities of Continuing Operations               $388                   $388
Capital Expenditures                            ($494)                 ($494)
Cash Interest Paid                                $576                    N/A
Interest Income                                    (1)                    N/A
Total                                             $469                 ($106)
* Schedule has been updated for the removal of Discontinued Operations and
includes Level 3 Communications results prior to the acquisition of Global
Crossing on October 4, 2011.

Pro Forma Combined Company Results

The following tables reflect the pro forma combined company results of Level 3
and Global Crossing for the year ended December 31, 2011. The tables begin
with the pre-acquisition historical results in the columns labeled "Level 3"
and "Global Crossing." The column labeled "Intercompany Eliminations,"
includes adjustments to remove transactions between Level 3 and Global
Crossing. The column "Pro Forma Adjustments," includes adjustments as a result
of purchase price accounting and changes in debt structure as a result of the
acquisition.

                         Pro Forma Consolidated Statements of Operations
                                           (unaudited)
                                   Year Ended December 31, 2011
                                Global                  Pro Forma
                               Crossing  Intercompany  Adjustments
(dollars in millions) Level 3    (1)     Eliminations      (3)       Total
Revenue                $4,333    $2,050         ($43)        ($22)   $6,318
Costs and Expenses
(exclusive of
depreciation and
amortization shown
separately below):
 Cost of Revenue        1,706       975          (26)            -    2,655
 Depreciation and
Amortization              805       243             -         (49)      999
 Selling, General,
and Administrative      1,770       793           (5)            2    2,560
     Total Costs and
Expenses                4,281     2,011          (31)         (47)    6,214
Operating Income           52        39          (12)           25      104
Other Income
(Expense):
 Interest income            1         1             -            -        2
 Interest expense       (716)     (138)             -           59    (795)
 Loss on
extinguishment of
debt, net               (100)         -             -            -    (100)
 Other, net              (23)       (3)             -            -     (26)
     Total Other
Expense                 (838)     (140)             -           59    (919)
Loss Before Income
Taxes                   (786)     (101)          (12)           84    (815)
Income Tax Expense       (41)      (19)             -            -     (60)
Loss From Continuing
Operations              (827)     (120)          (12)           84    (875)
Income from
Discontinued
Operations                 71         -             -            -       71
     Net Loss          ($756)    ($120)         ($12)          $84   ($804)
Basic and Diluted
Loss per Share (2)
  Loss from
continuing operations ($6.03)                                       ($4.28)
  Income from
discontinued
operations               0.52                                          0.35
     Loss per share   ($5.51)                                       ($3.93)
Shares used to
compute loss per
share (2)             137,176                               67,186  204,362
                      Certain reclassifications have been made to conform to
                  (1) Level 3 reporting.
                      Basic and diluted loss per share have been updated to
                      reflect the one for fifteen reverse stock split that
                  (2) became effective October 19, 2011.
                  (3) Assumes an acquisition date of January 1, 2011.

                                      Pro Forma Adjusted EBITDA
                                     Year Ended December 31, 2011
                                                           Pro Forma
                                   Global   Intercompany  Adjustments
(dollars in millions)    Level 3  Crossing  Eliminations      (1)      Total
Consolidated Net Loss     ($756)    ($120)         ($12)          $84  ($804)
Income Tax Expense            41        19             -            -      60
Total Other Expense
(Benefit)                    838       140             -         (59)     919
Depreciation and
Amortization Expense         805       243             -         (49)     999
Non-cash Compensation
Expense                      101        12             -            -     113
Income from Discontinued
Operations                  (71)         -             -            -    (71)
Consolidated Adjusted
EBITDA                      $958      $294         ($12)        ($24)  $1,216
Consolidated Revenue(1)                                                $6,318
Adjusted EBITDA Margin                                                  19.2%
(1) Assumes an acquisition date of January 1, 2011.

                                         Pro Forma Cash Flows
                                     Year Ended December 31, 2011
                                  Global    Intercompany   Pro Forma
(dollars in millions)    Level 3  Crossing  Eliminations  Adjustments  Total
Net Cash Provided by
Operating Activities of
Continuing Operations       $388       $34            $-           $-    $422
Capital Expenditures       (494)     (130)             -            -   (624)
  Free Cash Flow          ($106)     ($96)            $-           $-  ($202)
 Cash Interest Paid          576       136             -            -     712
 Interest Income             (1)       (1)             -            -     (2)
  Unlevered Cash Flow       $469       $39            $-           $-    $508

            Regional Revenue Distribution by
                        Channel
                                                      4Q12/            4Q12/
                                                      3Q12 %           4Q11 %
                                              4Q12/   Change   4Q12/   Change  4Q12    FY
                                              3Q12 % Constant 4Q11 %  Constant  %   2011(2),   FY
            4Q11   1Q12   2Q12   3Q12   4Q12  Change Currency Change  Currency CNS    (3)     2012
CNS Revenue ($ in
millions)
North
America      $976   $991 $1,003 $1,008 $1,024   1.6%     1.4%    4.9%     4.9%  72%   $3,828 $4,026
 
Wholesale    $388   $381   $382   $381   $388   1.8%     1.5%      -%   (0.1%)  27%   $1,555 $1,532
 
Enterprise   $588   $610   $621   $627   $636   1.4%     1.4%    8.2%     8.2%  45%   $2,273 $2,494
EMEA         $224   $219   $214   $210   $217   3.3%     0.9%  (3.1%)   (2.9%)  15%     $924   $860
 
Wholesale     $94    $92    $91    $89    $88 (1.1%)   (2.7%)  (6.4%)   (5.5%)   6%     $392   $360
 
Enterprise    $80    $79    $81    $80    $87   8.8%     5.2%    8.8%     8.9%   6%     $310   $327
  UK
Government    $50    $48    $42    $41    $42   2.4%     0.4% (16.0%)  (17.2%)   3%     $222   $173
Latin
America      $168   $172   $169   $177   $183   3.4%     4.5%    8.9%    14.1%  13%     $666   $701
 
Wholesale     $35    $34    $33    $36    $37   2.8%     5.6%    5.7%    10.6%   3%     $151   $140
 
Enterprise   $133   $138   $136   $141   $146   3.5%     4.2%    9.8%    15.0%  10%     $515   $561
Total      $1,368 $1,382 $1,386 $1,395 $1,424   2.1%     1.8%    4.1%     4.7% 100%   $5,418 $5,587
 
Wholesale    $517   $507   $506   $506   $513   1.4%     1.0%  (0.8%)   (0.4%)  36%   $2,098 $2,032
 
Enterprise
(1)          $851   $875   $880   $889   $911   2.5%     2.2%    7.1%     7.8%  64%   $3,320 $3,555
Total CNS  $1,368 $1,382 $1,386 $1,395 $1,424   2.1%     1.8%    4.1%     4.7%        $5,418 $5,587
Wholesale
Voice
Services
and Other
Revenue      $211   $204   $200   $195   $190 (2.6%)   (2.3%) (10.0%)  (10.1%)          $900   $789
Total
Revenue    $1,579 $1,586 $1,586 $1,590 $1,614   1.5%     1.3%    2.2%     2.8%        $6,318 $6,376

(1) Includes EMEA UK Government Revenue.
(2) Prior period results have been adjusted to reflect pro forma revenues.
(3) Assumes an acquisition date of January 1, 2011.

              Level 3 Communications
             Summary Financial Results
                                               4Q12/  4Q12/  4Q12    FY
                                               3Q12 % 4Q11 %  %   2011(1),   FY
             4Q11   1Q12   2Q12   3Q12   4Q12  Change Change CNS    (2)     2012
Core
Network
Services
Revenue ($
in
millions)
Colocation
and
Datacenter
Services      $133   $136   $137   $136   $141     4%     6%  10%     $528   $550
Transport
and Fiber     $486   $480   $485   $491   $494     1%     2%  35%   $1,928 $1,950
IP and Data
Services      $479   $493   $499   $505   $516     2%     8%  36%   $1,870 $2,013
Voice
Services
(local and 
enterprise)   $270   $273   $265   $263   $273     4%     1%  19%   $1,092 $1,074
Total Core
Network
Services    $1,368 $1,382 $1,386 $1,395 $1,424     2%     4%        $5,418 $5,587
Wholesale
Voice
Services
and Other     $211   $204   $200   $195   $190   (3%)  (10%)          $900   $789
Total
Revenue     $1,579 $1,586 $1,586 $1,590 $1,614     2%     2%        $6,318 $6,376

(1) Prior period results have been adjusted to reflect pro forma revenues.
(2) Assumes an acquisition date of January 1, 2011.

Pro Forma Debt is defined as total debt gross debt, including capital leases
from the consolidated balance sheet adjusted for the repayment of the 15%
Convertible Notes due 2013.

Pro Forma Cash and Cash Equivalents is defined as total cash and cash
equivalents adjusted for the repayment of the 15% Convertible Notes due 2013.

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

    Level 3 Communications, Inc. and Consolidated Subsidiaries
   Pro Forma Net Debt to LTM Adjusted EBITDA ratio as of December
                             31, 2012
 (dollars in millions)
                                                                  Pro Forma
 Pro Forma Debt                                                    $  8,608
                 Cash and cash equivalents                              979
                 Pro forma cash from debt repayment                   (172)
 Pro Forma Cash and Cash Equivalents                                    807
 Pro Forma Net Debt                                                $  7,801
 LTM Adjusted EBITDA                                               $  1,459
 Pro Forma Net Debt to LTM Adjusted EBITDA Ratio                        5.3

   Level 3 Communications, Inc and Consolidated Subsidiaries
 Net Debt to Pro Forma Adjusted EBITDA ratio as of December 31,
                              2011
(dollars in millions)
                                                                  Pro Forma
Total Debt                                                       $      8,528
Cash and Cash Equivalents                                                 918
Net Debt                                                         $      7,610
Pro Forma Adjusted EBITDA                                        $      1,216
Net Debt to Pro Forma Adjusted EBITDA Ratio                               6.3

2013 Revenue Reporting

We are maintaining our current reporting categories in 2013, but making some
adjustments between current geographic and channel reporting categories to
more accurately reflect the revenue attribution by region.

Additionally, we made some minor customer channel changes, and reallocated CNS
voice services revenue attributable to our reseller channel to Wholesale Voice
Services and Other revenue.

                                                               4Q12/ 3Q12 %
                                                   4Q12/ 3Q12 Change Constant
                        1Q12   2Q12   3Q12   4Q12   % Change     Currency
CNS Revenue ($ in
millions)
North America            $942   $956   $963   $979       1.7%            1.5%
  Wholesale              $381   $382   $386   $392       1.6%            1.6%
  Enterprise             $561   $574   $577   $587       1.7%            1.4%
EMEA                     $232   $228   $223   $228       2.2%            0.6%
  Wholesale               $96    $94    $87    $87         -%          (2.7%)
  Enterprise              $88    $91    $94    $99       5.3%            3.8%
  UK Government           $48    $43    $42    $42         -%              -%
Latin America            $176   $173   $179   $184       2.8%            4.0%
  Wholesale               $38    $37    $40    $41       2.5%            3.8%
  Enterprise             $138   $136   $139   $143       2.9%            4.1%
Total CNS Revenue      $1,350 $1,357 $1,365 $1,391       1.9%            1.7%
  Wholesale              $515   $513   $513   $520       1.4%            1.1%
  Enterprise (1)         $835   $844   $852   $871       2.2%            2.0%
Wholesale Voice
Services and Other
Revenue                  $236   $229   $225   $223     (0.9%)          (1.3%)
Total Revenue          $1,586 $1,586 $1,590 $1,614       1.5%            1.3%
                   (1) Includes EMEA UK Government Revenue.

                                                      4Q12/ 3Q12 %
                           1Q12   2Q12   3Q12   4Q12     Change    4Q12 % CNS
CNS Revenue ($ in
millions)
Colocation and Datacenter
Services                    $138   $139   $139   $145         4.3%      10.4%
Transport and Fiber         $480   $485   $491   $494         0.6%      35.5%
IP and Data Services        $491   $497   $502   $512         2.0%      36.8%
Voice Services (local and
enterprise)                 $241   $236   $233   $240         3.0%      17.3%
Total CNS Revenue         $1,350 $1,357 $1,365 $1,391         1.9%
Wholesale Voice Services
and Other Revenue           $236   $229   $225   $223       (0.9%)
Total Revenue             $1,586 $1,586 $1,590 $1,614         1.5%

                LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                                 (unaudited)
                                Three Months Ended             Year Ended
                           December  September  December   December  December
                             31,        30,       31,        31,       31,
(dollars in millions,
except share data)             2012       2012      2011       2012      2011
                              $          $         $          $         $    
Revenue                       1,614      1,590     1,579      6,376     4,333
Costs and Expenses
(exclusive of
depreciation
and amortization shown
separately below):
 Cost of Revenue                655        642       660      2,602     1,706
 Depreciation and
 Amortization                   186        185       193        749       805
 Selling, General and
 Administrative                 585        625       681      2,450     1,770
     Total Costs and
     Expenses                 1,426      1,452     1,534      5,801     4,281
Operating Income                188        138        45        575        52
Other Income (Expense):
 Interest income                  -          -         1          2         1
 Interest expense             (175)      (188)     (221)      (733)     (716)
 Loss on extinguishment
 of debt, net                  (50)       (49)      (27)      (160)     (100)
 Other, net                     (6)       (54)      (28)       (58)      (23)
     Total Other Expense      (231)      (291)     (275)      (949)     (838)
Loss Before Income Taxes       (43)      (153)     (230)      (374)     (786)
Income Tax Expense             (13)       (13)       (5)       (48)      (41)
Loss From Continuing
Operations                     (56)      (166)     (235)      (422)     (827)
Income From Discontinued
Operations, net                   -          -        72          -        71
                              $          $         $          $       $      
Net Loss                       (56)      (166)     (163)      (422)     (756)
Basic and Diluted Loss
per Share *
 Loss per Share From          $          $         $          $         $    
 Continuing Operations       (0.26)     (0.76)    (1.15)     (1.96)    (6.03)
 Income per Share From
 Discontinued Operations          -          -      0.35          -      0.52
                              $          $         $          $         $    
     Net Loss                (0.26)     (0.76)    (0.80)     (1.96)    (5.51)
Shares Used to Compute
Basic and Diluted Loss
per Share * (in
thousands)                  217,924    217,301   204,767    215,356   137,176
* Basic and diluted loss per share have been updated to reflect the one for
fifteen reverse stock split that became effective October 19, 2011.

                LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets
                                 (unaudited)
                                      December 31, September 30, December 31,
(dollars in millions)                         2012          2012         2011
Assets
Current Assets:
 Cash and cash equivalents              $      979   $       793 $        918
 Restricted cash and securities                  8             8           10
 Receivables, less allowances for
 doubtful accounts                             714           748          648
 Other                                         141           186          131
Total Current Assets                         1,842         1,735        1,707
Property, Plant and Equipment, net           8,199         8,191        8,136
Restricted Cash and Securities                  35            39           51
Goodwill                                     2,565         2,565        2,541
Other Intangibles, net                         268           287          358
Other Assets                                   398           399          395
Total Assets                           $    13,307   $    13,216 $     13,188
Liabilities and Stockholders' Equity
Current Liabilities:
 Accounts payable                       $      779   $       719 $        747
 Current portion of long-term debt             210           213           65
 Accrued payroll and employee
 benefits                                      211           163          209
 Accrued interest                              209           166          216
 Current portion of deferred revenue           251           260          264
 Other                                         136           122          157
Total Current Liabilities                    1,796         1,643        1,658
Long-Term Debt, less current portion         8,522         8,496        8,385
Deferred Revenue, less current
portion                                        887           841          885
Other Liabilities                              931         1,032        1,067
Total Liabilities                           12,136        12,012       11,995
Stockholders' Equity                         1,171         1,204        1,193
Total Liabilities and Stockholders'
Equity                                 $    13,307   $    13,216 $     13,188

                LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                                 (unaudited)
                                               Three Months Ended
                                    December 31,  September 30,  December 31,
(dollars in millions)                   2012          2012           2011
Cash Flows from Operating
Activities:
 Net loss                            $      (56)  $       (166)        ($163)
 Income from discontinued
 operations                                    -              -          (72)
 Net loss from continuing
 operations                                 (56)          (166)         (235)
 Adjustments to reconcile net loss
 from continuing operations to net
 cash provided by operating
 activities of continuing
 operations:
     Depreciation and
 amortization                                186            185           193
     Asset retirement obligation
 adjustment                                 (47)              -             -
     Non-cash compensation expense
 attributable to stock awards                 33             49            33
     Loss on extinguishment of
 debt, net                                    50             49            27
     Loss on interest rate swaps               -             60             -
     Accretion of debt discount
 and amortization of debt issuance
 costs                                        10             12            11
     Accrued interest on long-term
 debt                                         42           (58)            46
     Loss on impairment of
 wireless spectrum licenses                    -              -            20
     Deferred income taxes                    10             15           (1)
     Gain on sale of property,
 plant and equipment and other
 assets                                      (1)              -             -
     Other, net                             (25)           (28)            11
     Changes in working capital
 items:  
            Receivables                       34           (77)            58
            Other current assets              23              4            11
            Payables                          60             14            20
            Deferred revenue                  35           (22)             3
            Other current
 liabilities                                  46             33           (8)
Net Cash Provided by Operating
Activities of Continuing
Operations                                   400             70           189
 Cash Flows from Investing
Activities: 
  Capital expenditures                     (198)          (227)         (148)
  Investment in Global Crossing,
 net of cash acquired                          -              -           146
  Decrease in restricted cash and
 securities, net                               5             11             9
  Proceeds from sale of property,
 plant and equipment and other
 assets                                        6              -             -
  Other                                        -           (13)             -
Net Cash Provided by (Used in)
Investing Activities of Continuing
Operations                                 (187)          (229)             7
 Cash Flows from Financing
Activities: 
  Long term debt borrowings, net
 of issuance costs                         1,187          2,437         1,113
  Payments on and repurchases of
 long-term debt                          (1,214)        (2,225)         (906)
  Proceeds from stock options
 exercised                                     -              4             -
Net Cash Provided by (Used
in) Financing Activities of
Continuing Operations                       (27)            216           207
Discontinued Operations:
 Net cash used in operating
 activities                                    -              -           (4)
 Net cash provided by investing
 activities                                    -              -            59
Net Cash Provided by Discontinued
Operations                                     -              -            55
 Effect of Exchange Rates on Cash
and Cash Equivalents                           -              3           (1)
 Net Change in Cash and Cash
Equivalents                                  186             60           457
 Cash and Cash Equivalents at
Beginning of Period                          793            733           461
 Cash and Cash Equivalents at End
of Period                              $     979    $       793  $        918
Supplemental Disclosure of Cash
Flow Information:
 Cash interest paid                         $123           $234          $162

Website: http://www.level3.com
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