3Q 2014 Investor Presentation

1. Issued on November 5, 2014
© 2014 Level 3 Communications, LLC. All Rights Reserved
November 5, 2014
Third Quarter 2014 Results

2. Issued on November 5, 2014
Cautionary Statement & Pro Forma Adjustment
2
Some statements made in this presentation 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 itsstated goals include, but are not limited to, the company's ability to: successfully integrate the tw telecom acquisition or otherwise realize the anticipated benefits thereof; manage risks associated with continued uncertainty in the global economy; maintain and increase traffic on its network; develop and maintain effective business support systems; manage system and network failures or disruptions; avert the breach of its network and computer system security measures; develop new services that meet customer demands and generate acceptable margins; defend intellectual property and proprietary rights; manage the future expansion or adaptation of its network to remain competitive; manage continued or accelerated decreases in market pricing for communications services; obtain capacity for its network from other providers and interconnect its network with other networks on favorable terms; attract and retain qualified management and other personnel; successfully integrate the tw telecom and 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 presentation 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.
On Sept. 25, 2014, Level 3 filed a Form 8-K with the Securities and Exchange Commission which reported that it will provide additional disclosure related to network related expense. Level 3 is now separating out “Network Related Expenses” from Selling, General and Administrative (SG&A) expenses and is relabeling “Cost of Revenue” as “Network Access Costs.” The definition of “Network Access Costs” and “Network Access Margin” are unchanged from the historic definitions of Cost of Revenue and Gross Margin, respectively.
In 2013, the company accrued 60 percent of its annual employee bonus compensation expense in the form of equity and 40 percent in cash, compared to 100 percent cash in 2014. The amount of the bonus accrued as equity based compensation in the third quarter of 2013 was $11 million. Network Related Expenses, SG&A, Adjusted EBITDA and Adjusted EBITDA margin for the third quarter of 2013 have been adjusted on a pro forma basis to include the $11 million to present the results on a consistent basis with the accrual of bonus compensation expense in 2014 as 100 percent cash.

3. Issued on November 5, 2014
Third Quarter 2014 Highlights
3
CNS revenue grew 5.8% YoY
Enterprise CNS revenue grew 9.1% YoY
Adjusted EBITDA of $471 million
Year to date, generated Free Cash Flow of $157 million

4. Issued on November 5, 2014
$905
$939
$962
$984 $992
3Q13 4Q13 1Q14 2Q14 3Q14
4
CNS By Region CNS By Customer Type
CNS revenue grew to $1.482
billion or 5.8% YoY on a constant
currency basis
 Enterprise CNS grew 9.1% YoY on
a constant currency basis:
 12% YoY from North America
 8.3% YoY from Latin America
 3.7% YoY from EMEA(1)
 CNS revenue churn(2) was 1.4% in
3Q14 and flat YoY
Core Network Services
Revenue
(1) Excludes EMEA UK Government CNS revenue
(2) Level 3 measures revenue churn as disconnects of Core Network Services
monthly recurring revenue as a percent of Core Network Services revenue. This
calculation excludes usage. Also included in the churn calculations are customers
who are disconnecting existing service, but are replacing their old service with
new, generally higher speed services
Total Enterprise CNS Revenue
($ in millions, at actual rates)
33%
67%
Wholesale Enterprise
72%
15%
13%
North America EMEA Latin America

5. Issued on November 5, 2014
Level 3 Network Access Margin,
Network Related Expenses and SG&A
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 Network Access Margin
improvement driven by high margin
CNS revenue growth and
optimization initiatives
 3Q14 SG&A benefitted from tax
and legal adjustments
Network Access Margin
($ in millions)
Network Related and SG&A Expenses(1)(2)(3)(4)
($ in millions)
(1) Network Related expenses and SG&A exclude non-cash compensation expense
(2) Third quarter 2013 Network Related expenses have been adjusted to include $6 million in bonus-related non-cash compensation expense and to exclude $7 million of severance charges
(3) Third quarter 2013 SG&A is adjusted to include $5 million in bonus-related non-cash compensation expense and to exclude $23 million of severance charges
(4) Third quarter 2014 SG&A includes a benefit of $10 million from adjustments to our accrued liabilities for legal and tax matters and $7 million of tw telecom transaction and integration-related
expenses
$961
$1,022
61.2%
62.7%
3Q13 3Q14
NAM $ NAM %
$305 $304
$252 $247
35.5%
33.8%
3Q13 3Q14
NRE SG&A NRE and SG&A Expenses % total revenue
$557 $551

6. Issued on November 5, 2014
 Year to date, capital expenditures
of 12.5% as a percent of total
revenue
Level 3 Adjusted EBITDA and Capital Expenditures
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 Continued double digit growth in
Adjusted EBITDA on a YoY
basis
Adjusted EBITDA(1)
($ in millions)
$404
$471
25.7%
28.9%
3Q13 3Q14
Adj EBITDA Adj EBITDA % of Total Revenue
$194
$204
3Q13 3Q14
Capital Expenditures
($ in millions)
(1) Third quarter 2013 Adjusted EBITDA and resulting Adjusted EBITDA margin are adjusted to include the $11 million in bonus-related non-cash compensation expenses and to
exclude $30 million of severance charges

7. Issued on November 5, 2014
Level 3 Free Cash Flow
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Free Cash Flow – Year to Date
($ in millions)
($42)
$354
3Q13 3Q14
Free Cash Flow – Rolling Four Quarters
($ in millions)
 Strong improvement in Free Cash
Flow on a rolling four quarter
basis
 Year to date, Free Cash Flow
of $157 million
($244)
$157
3Q13 3Q14

8. Issued on November 5, 2014
$475
$300
$3,420 $3,471
$640
$3,000
2014 2015 2016 2017 2018 2019 2020 2021 2022
Debt Maturity Profile
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Raised an aggregate of $3 billion through two capital markets transactions to
facilitate the closing of the tw telecom transaction
 On July 29, 2014, $1 billion aggregate principal amount of 5.375% Senior Notes due 2022
 On Oct. 31, 2014, $2 billion in a single Tranche B 2022 Term Loan
Note: Maturity chart excludes capital leases and other debt of approximately $225 million
Pro forma
Sept. 30, 2014
($ in Millions)

9. Issued on November 5, 2014
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 Total revenue grew 8.0% and
Enterprise revenue grew 8.4%, on a
YoY basis
 M-EBITDA increased 2.9% on a
YoY basis
Total Revenue
($ in millions)
M-EBITDA(1)
($ in millions)
(1) Third quarter 2014 M-EBITDA includes $1 million of merger related costs
tw telecom Total Revenue and M-EBITDA
$139
$143
35.2%
33.6%
3Q13 3Q14
M-EBITDA M-EBITDA Margin %
$393
$425
3Q13 3Q14

10. Issued on November 5, 2014
Full Year 2014 Standalone Business Outlook
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Reiterating the outlook for the full year 2014, excluding the effects from the tw telecom acquisition:
For the full year 2014, expect CNS revenue growth to be higher than the 2.9% growth we saw for the full year 2013
Expect Adjusted EBITDA growth of 14-18% for the full year 2014 compared to the full year 2013 (from a starting point of $1.565 billion)
Expect Free Cash Flow of $250 to $300 million for the full year 2014
Expect GAAP interest expense of approximately $600 million
Expect net cash interest expense of approximately $560 million
Expect capital expenditures of approximately 12-13% of total revenue
Expect depreciation and amortization of approximately $750 million for the full year 2014
Expect GAAP income tax expense of approximately $70 million

11. Issued on November 5, 2014
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Synergies Create Value
$240 million expected total run-rate synergies
•$200 million of expected annualized run- rate Adjusted EBITDA savings
•Expect to achieve 70% of annualized Adjusted EBITDA savings within 18 months of closing
•$40 million of expected capital expenditure synergies
Expect integration costsof $170 million with:
•60% from operating expenses
•40% from capital expenditures
•Expect to incur the majority of integration expenses by the end of 2015.
NPV of Expected Synergies of $2.2 billion
Annualized Adjusted EBITDA Savings
55% 45% NetExOpEx

12. Issued on November 5, 2014
12
Appendix

13. Issued on November 5, 2014
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Revenue by Region
3Q132Q143Q14CNS Revenue ($ in millions) North America987$ 1,051$ 1,063$ 7.7%1.2%72% Wholesale365$ 367$ 368$ 1.0%0.5%25% Enterprise622$ 684$ 695$ 11.6%1.6%47% EMEA222$ 229$ 219$ (4.8)%(3.3)%15% Wholesale88$ 86$ 80$ (10.2)%(4.7)%6% Enterprise134$ 143$ 139$ (1.2)%(2.4)%9% Latin America188$ 199$ 200$ 8.6%0.9%13% Wholesale39$ 42$ 42$ 9.9%(0.2)%3% Enterprise149$ 157$ 158$ 8.3%1.2%10% Total1,397$ 1,479$ 1,482$ 5.8%0.5%100% Wholesale492$ 495$ 490$ (0.3)%(0.5)%33% Enterprise905$ 984$ 992$ 9.1%0.9%67% Total CNS1,397$ 1,479$ 1,482$ 5.8%0.5% Wholesale Voice Services and Other Revenue172146147(14.8)%0.2% Total Revenue1,569$ 1,625$ 1,629$ 3.6%0.4% Level 3 Communications($ in millions) 3Q14 % CNS3Q14/ 3Q13% Change Constant Currency3Q14/ 2Q14% Change Constant CurrencyAt Actual Rates

14. Issued on November 5, 2014
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Services Revenue
10%
16%
34%
40%
Colocation and Data
Center Services
Voice Services
(Local and Enterprise)
Transport & Fiber
IP and Data Services
3Q14 Percent of CNS
Revenue by Service
Type
Level 3 Communications
($ in millions at actual rates)
Core Network Services Revenue 3Q13 2Q14 3Q14
3Q14/
3Q13%
Change
3Q14/
2Q14%
Change
3Q14
% CNS
Colocation and Datacenter Services $ 144 $ 146 $ 147 2.1 % 0.7 % 10 %
Transport and Fiber 483 508 511 5.8 % 0.6 % 34 %
IP and Data Services 536 588 590 10.1 % 0.3 % 40 %
Voice Services (Local and
Enterprise)
234 237 234 —% (1.3)% 16 %
Total Core Network Services $ 1,397 $ 1,479 $ 1,482 6.1 % 0.2 % 100 %
Wholesale Voice Services and
Other
172 146 147 (14.5)% 0.7 %
Total Revenue $ 1,569 $ 1,625 $ 1,629 3.8 % 0.2 %

15. Issued on November 5, 2014
15
Level 3 Non-GAAP Reconciliation

16. Issued on November 5, 2014
16
Schedule To Reconcile To Non-GAAP Financial 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.

17. Issued on November 5, 2014
17
Schedule To Reconcile To Non-GAAP Financial Metrics
Consolidated Revenue is defined as total revenue from the Consolidated Statements of Operations.
Core Network Services Revenue includes revenue from colocation and datacenter services, transport and fiber, IP and data services, and voice services (local and enterprise).
Network Access Costs includes leased capacity, right-of-way costs, access charges, satellite transponder
lease costs and other third party costs directly attributable to providing access to customer locations from the Level 3 network, but excludes Network Related Expenses, and depreciation and amortization. Network Access Costs do not include any employee expenses or impairment expenses; these expenses are allocated to Network Related Expenses or Selling, General and Administrative Expenses.
Network Related Expenses includes certain expenses associated with the delivery of services to
customers and the operation and maintenance of the Level 3 network, such as facility rent, utilities, maintenance and other costs, each related to the operation of its communications network, as well as salaries, wages and related benefits (including non-cash stock-based compensation expenses) associated with personnel who are responsible for the delivery of services, operation and maintenance of its communications network, and accretion expense on asset retirement obligations, but excludes depreciation and amortization.

18. Issued on November 5, 2014
18
Schedule To Reconcile To Non-GAAP Financial Metrics
Network Access Margin ($) is defined as total Revenue less Network Access Costs from the Consolidated Statements of Operations, and excludes Network Related Expenses.
Network Access Margin (%) is defined as Network Access Margin ($) divided by total Revenue. Management believes that network access margin is a relevant metric to provide to investors, as it is a metric that management uses to measure the margin available to the company after it pays third party network services costs; in essence, a measure of the efficiency of the company’s network.
Adjusted EBITDAis defined as net income (loss) from the Consolidated Statements of Operations before income taxes, total other income (expense), non-cash impairment charges, depreciation and amortization and non-cash stock compensation expense.
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by total revenue.

19. Issued on November 5, 2014
19
Schedule To Reconcile To Non-GAAP Financial Metrics
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.

20. Issued on November 5, 2014
20
Schedule To Reconcile To Non-GAAP Financial Metrics
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.

21. Issued on November 5, 2014
21
Schedule To Reconcile To Non-GAAP Financial Metrics
(1)Adjusted EBITDA and the resulting Adjusted EBITDA Margin in the third quarter of 2014 includes $7 million of tw telecom transaction and integration-related fees and a benefit of $10 million from adjustments to our accrued liabilities for legal and tax matters.
20142013($ in millions)Q3 (1)Q3Consolidated Net Income (Loss)85$ (21)$ Income Tax Expense (Benefit)814Total Other Expense169159Depreciation and Amortization Expense187203Non-cash Compensation Expense2230Consolidated Adjusted EBITDA471$ 385$ Consolidated Revenue1,629$ 1,569$ Adjusted EBITDA Margin28.9%24.5% Level 3 Communications, Inc. and Consolidated Adjusted EBITDA

22. Issued on November 5, 2014
22
Schedule To Reconcile To Non-GAAP Financial Metrics
2012($ in millions)Q4Q1Q2Q3Q4Q1Q2Q3Q3 2013Q3 2014Q3 YTD 2013Q3 YTD 2014Net Cash Provided by Operating Activities400$ 7$ 216$ 104$ 386$ 141$ 303$ 321$ 727$ 1,151$ 327$ 765$ Capital Expenditures(198)(169)(208)(194)(189)(163)(241)(204)(769)(797)(571)(608)$ Free Cash Flow202$ (162)$ 8$ (90)$ 197$ (22)$ 62$ 117$ (42)$ 354$ (244)$ 157$ Level 3 Communications, Inc. and Consolidated SubsidiariesCash Flows20132014Rolling Four

23. Issued on November 5, 2014
23
tw telecom Non-GAAP Reconciliation

24. Issued on November 5, 2014
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Schedule To Reconcile To tw telecom Non-GAAP Financial Metrics
Pursuant to Regulation G, the Company is hereby providing definitions of tw telecom’s non-GAAP financial metrics and reconciliations to the most directly comparable GAAP measures.
The following describes and reconciles those financial measures as reported under 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.
The management of tw telecom provides financial measures using U.S. generally accepted accounting principles (“GAAP”) as well as adjustments to GAAP measures to describe its business trends, including Modified EBITDA. Management believes that its definition of Modified EBITDA is a standard measure of operating performance and liquidity that is commonly reportedand widely used by analysts, investors, and other interested parties in the telecommunications industry because it eliminatesmany differences in financial, capitalization, and tax structures, as well as non-cash and non-operating income or charges to earnings. Modified EBITDA is not intended to replace operating income (loss), net income (loss), cash flow, and other measures of financial performance and liquidity reported in accordance with GAAP. Management uses Modified EBITDA internally to assess on-going operations and it is the basis for various financial covenants contained in the Company’s debt agreements and for operating performance and liquidity. Modified EBITDA is reconciled to Net Income (Loss), the most comparable GAAP measure for operating performance within the Consolidated Operations Highlights.

25. Issued on November 5, 2014
25
Schedule To Reconcile To tw telecom Non-GAAP Financial Metrics
Modified EBITDA (or “M-EBITDA”) is defined as net income or loss before depreciation, amortization, accretion, impairment charges and other income and losses, interest expense, debt extinguishment costs, interest income, income tax expense or benefit, cumulative effect of change in accounting principle, and non-cash stock-based compensation expense. The Company defines Modified EBITDA margin as M-EBITDA divided by total revenue.
Modified EBITDA Metric Q3 2014 (in millions) Net Income $ 13 Income Tax Expense 11 Interest Expenses, net of Interest Income 25 Non-Cash Stock Compensation 9 Depreciation, Amortization, Accretion 85 M-EBITDA, as reported $ 143 Merger-related costs 1 M-EBITDA, before merger-related costs $ 144 M-EBITDA Margin, before merger-related costs 33.8 % M-EBITDA Margin, as reported 33.6 %

26. Issued on November 5, 2014
26
Schedule To Reconcile To tw telecom Non-GAAP Financial Metrics
Modified EBITDA Metric Q3 2013 (in millions) Net Loss $ (9) Income Tax Expense (4) Debt Extinguishment Costs 39 Interest Expenses, net of Interest Income 21 Non-Cash Stock Compensation 13 Depreciation, Amortization, Accretion 79 M-EBITDA, before merger-related costs $ 139 M-EBITDA Margin, as reported 35.2 %