10-Q 1 lvlt-063015_10q.htm 10-Q LVLT-06.30.15_10Q





 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2015

or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35134

LEVEL 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
47-0210602
(State of Incorporation)
 
(I.R.S. Employer
 
 
Identification No.)
 
 
 
1025 Eldorado Blvd., Broomfield, CO
 
80021-8869
(Address of principal executive offices)
 
(Zip Code)
(720) 888-1000
(Registrant’s telephone number,
including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The number of shares outstanding of each class of the issuer’s common stock, as of August 5, 2015:

Common Stock: 355,833,110 shares.
 








LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES




2






Part I - Financial Information
ITEM 1. FINANCIAL STATEMENTS

LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
June 30,
 
June 30,
(dollars in millions, except per share data)
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Revenue
 
$
2,061

 
$
1,625

 
$
4,114

 
$
3,234

Costs and Expenses:
 
 
 
 
 
 
 
 
Network Access Costs
 
696

 
613

 
1,419

 
1,227

Network Related Expenses
 
363

 
302

 
719

 
594

Depreciation and Amortization
 
288

 
187

 
576

 
371

Selling, General and Administrative Expenses
 
364

 
267

 
734

 
522

Total Costs and Expenses
 
1,711

 
1,369

 
3,448

 
2,714

Operating Income
 
350

 
256

 
666

 
520

Other Income (Expense):
 
 
 
 
 
 
 
 
Interest Income
 

 

 
1

 

Interest Expense
 
(165
)
 
(149
)
 
(345
)
 
(300
)
Loss on Modification and Extinguishment of Debt
 
(163
)
 

 
(163
)
 

Other, net
 
(17
)
 
(44
)
 
(27
)
 
(38
)
Total Other Expense
 
(345
)
 
(193
)
 
(534
)
 
(338
)
Income Before Income Taxes
 
5

 
63

 
132

 
182

Income Tax Expense
 
(18
)
 
(12
)
 
(23
)
 
(19
)
Net Income (Loss)
 
$
(13
)
 
$
51

 
$
109

 
$
163

 
 
 
 
 
 
 
 
 
Basic Earnings (Loss) per Common Share
 


 
 
 
 
 
 
Net Income (Loss) Per Share
 
$
(0.04
)
 
$
0.21


$
0.31

 
$
0.69

Shares Used to Compute Basic Net Income (Loss) per Share (in thousands)
 
354,471

 
237,376

 
350,693

 
236,510

 
 


 
 
 
 
 
 
Diluted Earnings (Loss) per Common Share
 


 
 
 
 
 
 
Net Income (Loss) Per Share
 
$
(0.04
)
 
$
0.21


$
0.31

 
$
0.68

Shares Used to Compute Diluted Net Income (Loss) per Share (in thousands)
 
354,471

 
241,406

 
354,325

 
240,890



See accompanying notes to unaudited Consolidated Financial Statements.


3







LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(unaudited)

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
June 30,
 
June 30,
(dollars in millions)
 
2015
 
2014
 
2015
 
2014
Net Income (Loss)
 
$
(13
)
 
$
51

 
$
109

 
$
163

Other Comprehensive Income (Loss) Before Income Taxes:
 
 
 
 
 

 
 
Foreign Currency Translation Adjustment
 
84

 
13

 
(57
)
 
18

Other, net
 
1

 

 
1

 
1

Other Comprehensive Income (Loss), Before Income Taxes
 
85

 
13

 
(56
)
 
19

Income Tax Related to Items of Other Comprehensive Income (Loss)
 

 

 

 

Other Comprehensive Income (Loss), Net of Income Taxes
 
85

 
13

 
(56
)
 
19

Comprehensive Income
 
$
72

 
$
64

 
$
53

 
$
182



See accompanying notes to unaudited Consolidated Financial Statements.


4







LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)

 
 
June 30,
 
December 31,
(dollars in millions, except per share data)
 
2015
 
2014
Assets:
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
549

 
$
580

Restricted cash and securities
 
8

 
7

Receivables, less allowances for doubtful accounts of $33 and $30, respectively
 
756

 
737

Other
 
190

 
165

Total Current Assets
 
1,503

 
1,489

Property, Plant and Equipment, net of accumulated depreciation of $9,990 and $9,629, respectively
 
9,900

 
9,860

Restricted Cash and Securities
 
43

 
20

Goodwill
 
7,747

 
7,689

Other Intangibles, net
 
1,240

 
1,414

Other Assets, net
 
451

 
475

Total Assets
 
$
20,884

 
$
20,947

Liabilities and Stockholders’ Equity:
 
 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
 
$
637

 
$
664

Current portion of long-term debt
 
17

 
349

Accrued payroll and employee benefits
 
202

 
273

Accrued interest
 
125

 
174

Current portion of deferred revenue
 
280

 
287

Other
 
179

 
167

Total Current Liabilities
 
1,440

 
1,914

Long-Term Debt, less current portion
 
11,001

 
10,984

Deferred Revenue, less current portion
 
892

 
921

Other Liabilities
 
734

 
765

Total Liabilities
 
14,067

 
14,584

Commitments and Contingencies
 


 


Stockholders’ Equity:
 
 
 
 
Preferred stock, $.01 par value, authorized 10,000,000 shares: no shares issued or outstanding
 

 

Common stock, $.01 par value, authorized 433,333,333 shares in both periods; 354,567,656 issued and outstanding at June 30, 2015 and 341,361,420 issued and outstanding at December 31, 2014
 
4

 
3

Additional paid-in capital
 
19,559

 
19,159

Accumulated other comprehensive loss
 
(203
)
 
(147
)
Accumulated deficit
 
(12,543
)
 
(12,652
)
Total Stockholders’ Equity
 
6,817

 
6,363

Total Liabilities and Stockholders’ Equity
 
$
20,884

 
$
20,947



See accompanying notes to unaudited Consolidated Financial Statements.


5







LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)

 
 
Six Months Ended
 
 
June 30,
 
June 30,
(dollars in millions)
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
 
Net income
 
$
109

 
$
163

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
576

 
371

Non-cash compensation expense attributable to stock awards
 
58

 
26

Loss on modification and extinguishment of debt
 
163

 

Accretion of debt discount and amortization of debt issuance costs
 
13

 
17

Accrued interest on long-term debt, net
 
(40
)
 
6

Non-cash tax adjustments
 

 
(4
)
Deferred income taxes
 
(10
)
 
14

Loss (gain) on sale of property, plant and equipment and other assets
 
1

 
(1
)
Other, net
 
30

 

Changes in working capital items:
 
 
 
 
Receivables
 
(32
)
 
(49
)
Other current assets
 
(36
)
 
(30
)
Accounts payable
 
(22
)
 
(18
)
Deferred revenue
 
(4
)
 
(22
)
Other current liabilities
 
(82
)
 
(29
)
Net Cash Provided by Operating Activities
 
724

 
444

Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(571
)
 
(404
)
(Increase) decrease in restricted cash and securities, net
 
(24
)
 
2

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

 

Net Cash Used in Investing Activities
 
(593
)
 
(402
)
Cash Flows from Financing Activities:
 
 
 
 
Long-term debt borrowings, net of issuance costs
 
3,948

 

Payments on and repurchases of long-term debt, including current portion and refinancing costs
 
(4,098
)
 
(6
)
Net Cash Used in Financing Activities
 
(150
)
 
(6
)
Effect of Exchange Rates on Cash and Cash Equivalents
 
(12
)
 
(30
)
Net Change in Cash and Cash Equivalents
 
(31
)
 
6

Cash and Cash Equivalents at Beginning of Period
 
580

 
631

Cash and Cash Equivalents at End of Period
 
$
549

 
$
637

Supplemental Disclosure of Cash Flow Information:
 
 
 
 
Cash interest paid
 
$
366

 
$
277

Income taxes paid, net of refunds
 
$
29

 
$
24

Non-cash Financing Activities:
 
 
 
 
Capital lease obligations incurred
 
$
6

 
$

Long-term debt conversion into equity
 
$
333

 
$

Accrued interest conversion into equity
 
$
10

 
$


See accompanying notes to unaudited Consolidated Financial Statements.

6







LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements


(1) Organization and Summary of Significant Accounting Policies

Description of Business

Level 3 Communications, Inc. and subsidiaries (the "Company" or "Level 3") is an international facilities-based provider (that is, a provider that owns or leases a substantial portion of the plant, property and equipment necessary to provide its services) of a broad range of integrated communications services. The Company created its communications network by constructing its own assets and through a combination of purchasing other companies and purchasing or leasing facilities from others. The Company designed its network to provide communications services that employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies.

On October 31, 2014, the Company completed the acquisition of tw telecom inc. (“tw telecom”) and tw telecom became an indirect, wholly owned subsidiary of the Company through a tax-free, stock and cash reorganization (the "Merger"). See Note 2 - Events Associated with the Merger of tw telecom inc.

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of Level 3 Communications, Inc. and subsidiaries in which it has a controlling interest. All significant intercompany accounts and transactions have been eliminated. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

As part of its consolidation policy, the Company considers its controlled subsidiaries, investments in businesses in which the Company is not the primary beneficiary or does not have effective control but has the ability to significantly influence operating and financial policies, and variable interests resulting from economic arrangements that give the Company rights to economic risks or rewards of a legal entity. The Company does not have variable interests in a variable interest entity where it is required to consolidate the entity as the primary beneficiary or where it has concluded it is not the primary beneficiary.

The accompanying Consolidated Balance Sheet as of December 31, 2014, which was derived from audited Consolidated Financial Statements, and the unaudited interim Consolidated Financial Statements as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. In the opinion of the Company’s management, these financial statements contain all adjustments necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the interim periods presented herein. The results of operations for an interim period are not necessarily indicative of the results of operations expected for a full fiscal year.

The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates under different assumptions or conditions and such differences could be material.


7






Recently Issued Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The new guidance is effective retrospectively for public companies for fiscal years beginning after December 15, 2015, and interim periods within those years. The adoption of this guidance is not expected to have a material effect on the Company's consolidated financial condition or have any effect on the Company’s consolidated results of operations.

In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers, which amended the existing accounting standards for revenue recognition and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In July 2015, the FASB deferred the effective date to annual reporting periods beginning after December 15, 2017, and interim reporting periods within those periods. Early adoption is permitted using the original effective date of annual reporting periods beginning after December 15, 2016, and interim reporting periods within those periods. The new guidance may be applied retrospectively to each prior period presented or prospectively with the cumulative effect recognized as of the date of initial application. The Company does not expect to adopt the ASU early, has not yet selected a transition method and is currently evaluating the effect of adopting this ASU on its consolidated financial statements and related disclosures.



(2) Events Associated with the Merger of tw telecom inc.

On October 31, 2014, the Company completed its acquisition of tw telecom and tw telecom became an indirect, wholly owned subsidiary of the Company through a tax-free, stock and cash reorganization. As a result of the Merger, (1) each issued and outstanding share of common stock of tw telecom was exchanged for 0.7 shares of Level 3 common stock and $10 in cash (together the "merger consideration"); (2) the outstanding stock options of tw telecom were canceled and the holders received the merger consideration, net of aggregate per share exercise price; (3) each restricted stock unit award of tw telecom was immediately vested and canceled and the holders received the merger consideration; and (4) each restricted stock unit of tw telecom was immediately vested and canceled and holders received the merger consideration.

The combined results of operations of Level 3 and tw telecom were included in the Company's consolidated results of operations beginning in November 2014. The assets acquired and liabilities assumed of tw telecom were recognized at their acquisition date fair value. The purchase price allocation of acquired assets and assumed liabilities, including the assignment of goodwill to reporting units, requires extensive analysis and is expected to be completed no later than October 31, 2015. The following is a preliminary allocation of purchase price based on information currently available. The final identification of all the intangible assets acquired and determination of the purchase price allocation may be significantly different from the preliminary allocation reflected below.

8






 
 
Purchase Price Allocation
 
 
(dollars in millions)
Assets:
 
 
Cash, Cash Equivalents and Restricted Cash
 
$
309

Property, Plant and Equipment
 
1,556

Goodwill
 
5,180

Identifiable Intangible Assets
 
1,263

Other Assets
 
141

Total Assets
 
8,449

 
 
 
Liabilities:
 
 
Long-Term Debt
 
(2,099
)
Deferred Revenue
 
(60
)
Other Liabilities
 
(279
)
Total Liabilities
 
(2,438
)
Total Consideration to be Allocated
 
$
6,011


As a result of new information available since the acquisition date, the Company made certain immaterial adjustments to the preliminary purchase price allocation during the first quarter of 2015, which have been reflected in the above table. The primary adjustment was a result of a single change in the purchase price allocation of $60 million related to the estimated value associated with the identifiable intangible assets and goodwill.

The following unaudited pro forma financial information presents the combined results of Level 3 and tw telecom as if the completion of the merger had occurred as of January 1, 2013 (dollars in millions, except per share data).
 
 
Three Months Ended June 30, 2014
Six Months Ended June 30, 2014
Total Revenue
 
$
2,030

$
4,033

Net Income
 
$
45

$
147

Net Income per Share - Basic
 
$
0.13

$
0.44

Net Income per Share- Diluted
 
$
0.13

$
0.43


These pro forma results include certain adjustments, primarily due to increases in depreciation and amortization expense due to fair value adjustments of tangible and intangible assets, increases in interest expense due to Level 3's issuance of incremental debt to finance cash consideration partially offset by the refinancing of tw telecom debt that had higher interest rates than the incremental financing, and to eliminate historical transactions between Level 3 and tw telecom. The unaudited pro forma financial information is not intended to represent or be indicative of the actual results of operations of Level 3 that would have been reported had the Merger been completed on January 1, 2013, nor is it representative of future operating results of the Company. The unaudited pro forma financial information does not include any operating efficiencies or cost savings that Level 3 may achieve with respect to combining the companies.

Acquisition related costs include transaction costs such as legal, accounting, valuation and other professional services as well as integration costs such as severance and retention. Acquisition related costs have been recorded in Network Related Expenses and Selling, General and Administrative

9






Expenses in the Company's Consolidated Statements of Operations. Since the acquisition date, Level 3 incurred total acquisition related transaction and integration costs of approximately $91 million through June 30, 2015. In addition, Level 3 expects to incur additional integration related costs through the remainder of 2015.

(3) Earnings Per Share

The Company computes basic earnings per share by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period and including the dilutive effect of common stock that would be issued assuming conversion or exercise of outstanding convertible notes and stock-based compensation awards.

The effect of approximately 18 million shares issuable pursuant to the various series of convertible notes outstanding at June 30, 2014 has not been included in the computation of diluted earnings per share for the three and six months ended June 30, 2014 because their inclusion would have been anti-dilutive to the computation. The effect of approximately 5 million stock options, outperform stock appreciation rights ("OSOs"), and restricted stock units ("RSUs") outstanding at June 30, 2014, have been included in the computation of diluted earnings per share for the three and six months ended June 30, 2014. The effect of approximately 4 million OSOs and RSUs outstanding June 30, 2015 has not been included in the computation of diluted loss per share for the three months ended June 30, 2015 because their inclusion would have been anti-dilutive to the computation but have been included in the computation of diluted earnings per share for the six months ended June 30, 2015.


(4) Acquired Intangible Assets

Identifiable acquisition-related intangible assets as of June 30, 2015 and December 31, 2014 were as follows (dollars in millions):


10






 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
June 30, 2015
 
 
 
 
 
Finite-Lived Intangible Assets:
 
 
 
 
 
Customer Contracts and Relationships
$
1,975

 
$
(835
)
 
$
1,140

Trademarks
55

 
(52
)
 
3

Patents and Developed Technology
230

 
(148
)
 
82

 
2,260

 
(1,035
)
 
1,225

Indefinite-Lived Intangible Assets:
 
 
 
 
 
Trade Name
15

 

 
15

 
$
2,275

 
$
(1,035
)
 
$
1,240

December 31, 2014
 
 
 
 
 
Finite-Lived Intangible Assets:
 
 
 
 
 
Customer Contracts and Relationships
$
1,977

 
$
(741
)
 
$
1,236

Trademarks
115

 
(47
)
 
68

Patents and Developed Technology
228

 
(133
)
 
95

 
2,320

 
(921
)
 
1,399

Indefinite-Lived Intangible Assets:
 
 
 
 
 
Trade Name
15

 

 
15

 
$
2,335

 
$
(921
)
 
$
1,414


Acquired finite-lived intangible asset amortization expense was $58 million and $114 million for the three and six months ended June 30, 2015 and $17 million and $36 million for the three and six months ended June 30, 2014.

At June 30, 2015, the weighted average remaining useful lives of the Company's acquired finite-lived intangible assets was 6.3 years for customer contracts and relationships, 0.3 years for trademarks and 3.6 years for patents and developed technology.

As of June 30, 2015, estimated amortization expense for the Company’s finite-lived acquisition-related intangible assets over the next five years is as follows (dollars in millions):

2015 (remaining six months)
$
111

2016
212

2017
196

2018
193

2019
182

2020
166

Thereafter
165

 
$
1,225



(5) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, restricted cash and securities, receivables, accounts payable, capital leases, other liabilities and long-term debt (including the current portion). The carrying values of cash and cash equivalents, restricted cash and securities,

11






receivables, accounts payable, capital leases and other liabilities approximated their fair values at June 30, 2015 and December 31, 2014.

GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements and disclosures for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as interest and foreign exchange rates, transfer restrictions, and risk of non-performance.

Fair Value Hierarchy

GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value measurement of each class of assets and liabilities is dependent upon its categorization within the fair value hierarchy, based upon the lowest level of input that is significant to the fair value measurement of each class of asset and liability. GAAP establishes three levels of inputs that may be used to measure fair value:

Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2— Unadjusted quoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3— Unobservable inputs for the asset or liability.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period. There were no transfers within the fair value hierarchy during each of the six months ended June 30, 2015 and June 30, 2014.

The table below presents the fair values for the Company’s long-term debt as well as the input levels used to determine these fair values as of June 30, 2015 and December 31, 2014:


12






 
 
 
 
 
 
Fair Value Measurement Using
 
 
Total Carrying Value in Consolidated Balance Sheets
 
Unadjusted Quoted Prices in Active
Markets for Identical Assets or Liabilities (Level 1)
 
Significant Other Observable Inputs (Level 2)
(dollars in millions)
 
June 30,
2015
 
December 31,
2014
 
June 30,
2015
 
December 31,
2014
 
June 30,
2015
 
December 31,
2014
Liabilities Not Recorded at Fair Value in the Financial Statements:
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, including the current portion:
 
 
 
 
 
 
 
 
 
 
 
 
Term Loans
 
$
4,594

 
$
4,590

 
$
4,596

 
$
4,593

 
$

 
$

Senior Notes
 
6,215

 
6,203

 
6,310

 
6,481

 

 

Convertible Notes
 

 
333

 

 

 

 
868

Capital Leases and Other
 
209

 
207

 

 

 
209

 
207

Total Long-term Debt, including the current portion
 
$
11,018

 
$
11,333

 
$
10,906

 
$
11,074

 
$
209

 
$
1,075


The Company does not have any assets or liabilities where the fair value is measured using significant unobservable inputs (Level 3).

Term Loans

The fair value of the Term Loans referenced above was approximately $4.6 billion at both June 30, 2015 and December 31, 2014. The fair value of each loan is based on quoted prices for identical terms and maturities. Each loan tranche is actively traded.

Senior Notes

The fair value of the Senior Notes referenced above was approximately $6.3 billion at June 30, 2015 and $6.5 billion at December 31, 2014, respectively, based on quoted prices for identical terms and maturities. Each series of notes is actively traded.

Convertible Notes

The fair value of the Company’s Convertible Notes was approximately $868 million at December 31, 2014. As of March 31, 2015, all of the Company's Convertible Notes had converted to common equity. The estimated fair value of the Convertible Notes is based on a Black-Scholes valuation model and an income approach using discounted cash flows. The most significant inputs affecting the valuation are the pricing quotes provided by market participants that incorporate spreads to the Treasury curve, security coupon, convertible optionality, corporate and security credit ratings, maturity date, liquidity and other equity option inputs, such as the risk-free rate, underlying stock price, strike price of the embedded derivative, estimated volatility and maturity inputs for the option component and for the bond component, among other security characteristics and relative value at both the borrower entity level and across other securities with similar terms. The fair value of each instrument is obtained by adding together the value derived by discounting the security’s coupon or interest payment using a risk-adjusted discount rate and the value calculated from the embedded equity option based on the estimated volatility of the Company’s stock price, conversion rate of the particular Convertible Note, remaining time to maturity and risk-free rate. The Convertible Notes were unsecured obligations of Level 3 Communications, Inc. No subsidiary of Level 3 Communications, Inc. provided a guarantee of the Convertible Notes.

13







Capital Leases

The fair value of the Company's capital leases was determined by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates.


(6) Long-Term Debt

As of June 30, 2015 and December 31, 2014, long-term debt was as follows:
(dollars in millions)
 
June 30,
2015
 
December 31,
2014
Senior Secured Term Loan*
 
$
4,611

 
$
4,611

Floating Rate Senior Notes due 2018 (3.914% as of June 30, 2015 and 3.826% as of December 31, 2014)
 
300

 
300

9.375% Senior Notes due 2019
 

 
500

8.125% Senior Notes due 2019
 

 
1,200

8.875% Senior Notes due 2019
 

 
300

8.625% Senior Notes due 2020
 
900

 
900

7% Senior Notes due 2020
 
775

 
775

6.125% Senior Notes due 2021
 
640

 
640

5.375% Senior Notes due 2022
 
1,000

 
1,000

5.75% Senior Notes due 2022
 
600

 
600

5.625% Senior Notes due 2023
 
500

 

5.125% Senior Notes due 2023
 
700

 

5.375% Senior Notes due 2025
 
800

 

7% Convertible Senior Notes due 2015
 

 
58

7% Convertible Senior Notes due 2015 Series B
 

 
275

Capital Leases
 
209

 
207

Total Debt Obligations
 
11,035

 
11,366

Unamortized Discount:
 
 
 
 
Discount on Senior Secured Term Loan
 
(17
)
 
(21
)
Discount on 9.375% Senior Notes due 2019
 

 
(6
)
Discount on 8.125% Senior Notes due 2019
 

 
(6
)
Total Unamortized Discount
 
(17
)
 
(33
)
Carrying Value of Debt
 
11,018

 
11,333

Less current portion
 
(17
)
 
(349
)
Long-term Debt, less current portion
 
$
11,001

 
$
10,984


* The $2 billion Tranche B Term Loan due 2022 had an interest rate of 4.5% as of December 31, 2014 and the $2 billion Tranche B-II Term Loan due 2022, which refinanced the Tranche B Term Loan due 2022 in full, had an interest rate of 3.5% as of June 30, 2015. The $815 million Tranche B-III Term Loan due 2019 and the $1.796 billion Tranche B Term Loan due 2020 each had an interest rate of 4.0% as of June 30, 2015 and December 31, 2014.

2015 Debt Issuances, Redemptions and Registrations

14



5.625% Senior Notes due 2023

In January 2015, the Company's wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”) issued $500 million in aggregate principal amount of its 5.625% Senior Notes due 2023 (the “5.625% Senior Notes”). The net proceeds from the offering of the 5.625% Senior Notes, together with cash on hand, were used to redeem, on April 1, 2015, all of Level 3 Financing’s approximately $500 million aggregate principal amount of 9.375% Senior Notes due 2019, including accrued interest, applicable premiums and expenses. Total loss on extinguishment of debt related to the 9.375% Senior Notes due 2019 for the three months ended June 30, 2015 was $36 million.

The 5.625% Senior Notes will mature on February 1, 2023. Interest on the 5.625% Senior Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2015.

Debt issuance costs of approximately $9 million were capitalized and are being amortized over the term of the notes.

The 5.625% Senior Notes are subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, (i) prior to February 1, 2018, at 100% of the principal amount of 5.625% Senior Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after February 1, 2018, at the redemption prices set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, if redeemed during the twelve months beginning February 1, of the years indicated below:

Year
Redemption Price
2018
102.8125
%
2019
101.4063
%
2020 and thereafter
100.0000
%

At any time or from time to time on or prior to February 1, 2018, the Company may redeem up to 40% of the original aggregate principal amount of the 5.625% Senior Notes at a redemption price equal to 105.625% of the principal amount of the 5.625% Senior Notes so redeemed, plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, with the net cash proceeds contributed to Level 3 Financing of one or more private placements to persons other than affiliates of Level 3 or underwritten public offerings of common stock of Level 3 resulting, in each case, in gross proceeds of at least $100 million in the aggregate. However, at least 60% of the original aggregate principal amount of the 5.625% Senior Notes must remain outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 90 days following such private placement or public offering upon not less than 30 nor more than 60 days’ prior notice.
The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by the Company and Level 3 Communications, LLC.

7% Convertible Senior Notes due 2015

During the first quarter of 2015, holders converted the remaining $333 million aggregate principal amount of the Level 3's 7% Convertible Senior Notes due 2015 to common equity. Upon conversion, the Company issued an aggregate of approximately 12 million shares of Level 3 common stock, representing the approximately 37 shares per $1,000 note into which the notes were then convertible.


15



5.125% Senior Notes due 2023 and 5.375% Senior Notes due 2025

In April 2015, Level 3 Financing issued $700 million in aggregate principal amount of its 5.125% Senior Notes due 2023 (the “5.125% Senior Notes”) and $800 million in aggregate principal amount of its 5.375% Senior Notes due 2025 (the “5.375% Senior Notes”). The net proceeds from the offering of the 5.125% Senior Notes and 5.375% Senior Notes, together with cash on hand, were used to redeem all $1.2 billion aggregate principal amount of Level 3 Financing’s 8.125% Senior Notes due 2019 and all $300 million aggregate principal amount of the Company's 8.875% Senior Notes due 2019, including accrued interest, applicable premiums and expenses. Total loss on extinguishment of debt related to the 8.125% Senior Notes due 2019 for the three months ended June 30, 2015 was $82 million and total loss on extinguishment of debt related to the 8.875% Senior Notes due 2019 for the three months ended June 30, 2015 was $18 million.

The 5.125% Senior Notes will mature on May 1, 2023. Interest on the 5.125% Senior Notes is payable on March 1 and September 1 of each year, beginning on September 1, 2015. The 5.375% Senior Notes will mature on May 1, 2025. Interest on the 5.375% Senior Notes is payable on March 1 and September 1 of each year, beginning on September 1, 2015.

Debt issuance costs of approximately $25 million were capitalized and are being amortized over the respective term of the notes.

The 5.125% Senior Notes are subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, (i) prior to May 1, 2018, at 100% of the principal amount of 5.125% Senior Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after May 1, 2018, at the redemption prices set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, if redeemed during the twelve months beginning May 1, of the years indicated below:

Year
Redemption Price
2018
102.5625
%
2019
101.2813
%
2020 and thereafter
100.0000
%

At any time or from time to time on or prior to May 1, 2018, the Company may redeem up to 40% of the original aggregate principal amount of the 5.125% Senior Notes at a redemption price equal to 105.125% of the principal amount of the 5.125% Senior Notes so redeemed, plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, with the net cash proceeds contributed to Level 3 Financing of one or more private placements to persons other than affiliates of Level 3 or underwritten public offerings of common stock of Level 3 resulting, in each case, in gross proceeds of at least $100 million in the aggregate. However, at least 60% of the original aggregate principal amount of the 5.125% Senior Notes must remain outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 90 days following such private placement or public offering upon not less than 30 nor more than 60 days’ prior notice.

The 5.375% Senior Notes are subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, (i) prior to May 1, 2020, at 100% of the principal amount of 5.375% Senior Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after May 1,

16


2020, at the redemption prices set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, if redeemed during the twelve months beginning May 1, of the years indicated below:

Year
Redemption Price
2020
102.6875
%
2021
101.7917
%
2022
101.8958
%
2023 and thereafter
100.0000
%

At any time or from time to time on or prior to May 1, 2018, the Company may redeem up to 40% of the original aggregate principal amount of the 5.375% Senior Notes at a redemption price equal to 105.375% of the principal amount of the 5.375% Senior Notes so redeemed, plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, with the net cash proceeds contributed to Level 3 Financing of one or more private placements to persons other than affiliates of Level 3 or underwritten public offerings of common stock of Level 3 resulting, in each case, in gross proceeds of at least $100 million in the aggregate. However, at least 60% of the original aggregate principal amount of the 5.375% Senior Notes must remain outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 90 days following such private placement or public offering upon not less than 30 nor more than 60 days’ prior notice.

Senior Secured Tranche B-II Term Loan due 2022

On May 8, 2015, Level 3 Financing, Inc. refinanced its existing $2 billion senior secured Tranche B Term Loan under its existing senior credit facility through the creation of a new senior secured Tranche B-II 2022 term loan in the aggregate principal amount of $2 billion (the "Tranche B-II 2022 Term Loan"). The Tranche B-II 2022 Term Loan was borrowed pursuant to an amended and restated credit agreement. The Tranche B-II 2022 Term Loan has an interest rate of LIBOR plus 2.75%, with a minimum LIBOR of 0.75%, and will mature on May 31, 2022. The Tranche B-II 2022 Term Loan was priced to lenders at par, with the payment to the lenders of an upfront fee of 25 basis points at closing.

The $2 billion Tranche B 2022 Term Loan had an interest rate of LIBOR plus 3.50%, with a minimum LIBOR of 1.00%, and matured on January 31, 2022. The Company expensed debt issuance costs of approximately $20 million for the portion of the transaction considered to be an extinguishment.

Debt issuance costs related to the Tranche B 2022 Term Loan of approximately $16 million continue to be amortized as interest expense using the new effective interest rate over its term for the portion of the transaction considered to be a modification.

Total loss on modification and extinguishment of debt related to the Tranche B 2022 Term Loan for the three months ended June 30, 2015 was $27 million.


Long-Term Debt Maturities

Aggregate future contractual maturities of long-term debt and capital leases (excluding discounts) were as follows as of June 30, 2015 (dollars in millions):


17


2015 (remaining six months)
$
13

2016
9

2017
8

2018
308

2019
823

2020
3,479

Thereafter
6,395

 
$
11,035




(7) Accumulated Other Comprehensive Income (Loss)

The accumulated balances for each classification of other comprehensive income (loss) were as follows:

(dollars in millions)
 
Net Foreign Currency Translation Adjustment
 
Defined Benefit Pension Plans
 
Total
Balance at December 31, 2013
 
$
67

 
$
(31
)
 
$
36

Other comprehensive income (loss) before reclassifications
 
18

 
(2
)
 
16

Amounts reclassified from accumulated other comprehensive income
 

 
3

 
3

Balance at June 30, 2014
 
$
85

 
$
(30
)
 
$
55


Balance at December 31, 2014
 
$
(111
)
 
$
(36
)
 
$
(147
)
Other comprehensive loss before reclassifications
 
(57
)
 

 
(57
)
Amounts reclassified from accumulated other comprehensive income
 

 
1

 
1

Balance at June 30, 2015
 
$
(168
)

$
(35
)

$
(203
)



18






(8) Stock-Based Compensation
The following table summarizes non-cash compensation expense attributable to stock awards for the three and six months ended June 30, 2015 and 2014 (dollars in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Outperform Stock Options
$
1

 
$
2

 
$
3

 
$
4

Restricted Stock Units
11

 
6

 
22

 
12

Performance Restricted Stock Units
8

 
3

 
13

 
3

401(k) Match Expense
7

 
5

 
20

 
12

Restricted Stock Unit Bonus Grant

 

 

 
(5
)
 
$
27

 
$
16

 
$
58

 
$
26


As of June 30, 2015, there were approximately 1 million OSOs outstanding. As of June 30, 2015, there were approximately 4 million restricted stock units and performance restricted stock units outstanding. The Company's Management Incentive and Retention Plan was completed in the first quarter 2014.

(9) Segment Information

Operating segments are defined under GAAP as components of an enterprise for which separate financial information is available and evaluated regularly by the Company's chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. As a result of the integration of tw telecom (see Note 2 - Events Associated with the Merger of tw telecom), the Company reorganized its management reporting structure to reflect the way in which it allocates resources and assesses performance. Effective the first quarter of 2015, tw telecom has been integrated into North America. As a result of the change, the Company's reportable segments now consist of 1) North America, 2) Europe, the Middle East and Africa (EMEA) and 3) Latin America. Other separate business interests that are not segments include interest, certain corporate assets and overhead costs, and certain other general and administrative costs that are not allocated to any of the operating segments.

The CODM measures and evaluates segment performance primarily based upon revenue, revenue growth and Adjusted EBITDA. Adjusted EBITDA, as defined by the Company, is equal to net income (loss) from the Consolidated Statements of Operations before (1) income tax benefit (expense), (2) total other income (expense), (3) non-cash impairment charges included within selling, general and administrative expenses and network related expenses, (4) depreciation and amortization expense, and (5) non-cash stock-based compensation expense included within selling, general and administrative expenses and network related expenses.

Adjusted EBITDA is not a measurement under GAAP and may not be used in the same way by other companies. Management believes that Adjusted EBITDA is an important part of the Company's internal reporting and is a key measure used by management to evaluate profitability and operating performance of the Company and to make resource allocation decisions. Management believes such measurement is especially important in a capital-intensive industry such as telecommunications. Management also uses Adjusted EBITDA 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-based compensation expense because of the non-cash nature of these items. Adjusted EBITDA also excludes interest income,

19






interest expense and income tax benefit (expense) 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 reflect the effect of capital investments which management believes are better evaluated through cash flow measures. Adjusted EBITDA excludes net other income (expense) because these items are not related to the primary operations of the Company.

There are limitations to using non-GAAP financial measures such as Adjusted EBITDA, 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 tax benefit (expense), depreciation and amortization expense, non-cash impairment charges, non-cash stock-based compensation expense, and net other income (expense). Adjusted EBITDA should not be considered a substitute for other measures of financial performance reported in accordance with GAAP.

The following table presents revenue by segment:
 
 
Three Months Ended
 
Six Months Ended
(dollars in millions)
 
June 30, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Core Network Services Revenue:
 
 
 
 
 
 
 
 
North America
 
$
1,551

 
$
1,051

 
$
3,086

 
$
2,094

EMEA
 
204

 
229

 
411

 
454

Latin America
 
186

 
199

 
371

 
388

Total Core Network Services Revenue
 
1,941

 
1,479

 
3,868

 
2,936

 
 
 
 
 
 
 
 
 
Wholesale Voice Services and Other Revenue:
 
 
 
 
 
 
 
 
North America
 
115

 
137

 
233

 
282

EMEA
 
3

 
5

 
7

 
10

Latin America
 
2

 
4

 
6

 
6

Total Wholesale Voice Services and Other Revenue
 
120

 
146

 
246

 
298

 
 
 
 
 
 
 
 
 
Total Consolidated Revenue
 
$
2,061

 
$
1,625

 
$
4,114

 
$
3,234


The following table presents Adjusted EBITDA by segment and reconciles Adjusted EBITDA to consolidated net income (loss):
 
 
Three Months Ended
 
Six Months Ended
(dollars in millions)
 
June 30, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Adjusted EBITDA:
 
 
 
 
 
 
 
 
North America
 
$
767

 
$
480

 
$
1,507

 
$
968

EMEA
 
57

 
56

 
113

 
110

Latin America
 
79

 
90

 
159

 
172

Unallocated Corporate Expenses
 
(238
)
 
(167
)
 
(479
)
 
(333
)
Consolidated Adjusted EBITDA
 
665

 
459

 
1,300

 
917

Income Tax Expense
 
(18
)
 
(12
)
 
(23
)
 
(19
)
Total Other Expense
 
(345
)
 
(193
)
 
(534
)
 
(338
)
Depreciation and Amortization
 
(288
)
 
(187
)
 
(576
)
 
(371
)
Non-Cash Stock Compensation Attributable to Stock Awards
 
(27
)
 
(16
)
 
(58
)
 
(26
)
Total Consolidated Net Income (Loss)
 
$
(13
)
 
$
51

 
$
109

 
$
163


20







The following table presents capital expenditures by segment and reconciles capital expenditures to consolidated capital expenditures:
 
 
Three Months Ended
 
Six Months Ended
(dollars in millions)
 
June 30, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Capital Expenditures:
 
 
 
 
 
 
 
 
North America
 
$
191

 
$
105

 
$
358

 
$
202

EMEA
 
45

 
29

 
73

 
48

Latin America
 
46

 
43

 
74

 
71

Unallocated Corporate Capital Expenditures
 
35

 
64

 
66

 
83

Consolidated Capital Expenditures
 
$
317

 
$
241

 
$
571

 
$
404


The following table presents total consolidated assets by segment:
(dollars in millions)
 
June 30, 2015
 
December 31, 2014
Assets:
 
 
 
 
North America
 
$
16,294

 
$
16,242

EMEA
 
1,890

 
1,970

Latin America
 
2,432

 
2,451

Other
 
268

 
284

Total Consolidated Assets
 
$
20,884

 
$
20,947



(10) Commitments, Contingencies and Other Items

The Company is subject to various legal proceedings and other contingent liabilities that individually or in the aggregate could materially affect its financial condition, future results of operations or cash flows. Amounts accrued for such contingencies aggregate to $165 million and are included in “Other” current liabilities and “Other Liabilities” in the Company's Consolidated Balance Sheet at June 30, 2015. The establishment of an accrual does not mean that actual funds have been set aside to satisfy a given contingency. Thus, the resolution of a particular contingency for the amount accrued may have no effect on the Company's results of operations but could materially adversely affect its cash flows for the affected period.

The Company reviews its accruals at least quarterly and adjusts them to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. Below is a description of material legal proceedings and other contingencies pending at June 30, 2015. Although the Company believes it has accrued for these matters in accordance with the accounting guidance for contingencies, contingencies are inherently unpredictable and it is possible that results of operations or cash flows could be materially and adversely affected in any particular period by unfavorable developments in, or resolution or disposition of, one or more of these matters. For those contingencies in respect of which the Company believes that it is reasonably possible that a loss may result that is materially in excess of the accrual (if any) established for the matter, the Company has either provided an estimate of such possible loss or range of loss or included a statement that such an estimate cannot be made. In addition to the contingencies described below, the Company is party to many other legal proceedings and contingencies, the resolution of which is not expected to materially affect its financial condition or future results of operations beyond the amounts accrued.

Rights-of-Way Litigation

The Company is party to a number of purported class action lawsuits involving its right to install fiber optic cable network in railroad right-of-ways adjacent to plaintiffs' land. In general, the Company obtained the rights to construct its networks from railroads, utilities, and others, and has installed its networks along

21






the rights-of-way so granted. Plaintiffs in the purported class actions assert that they are the owners of lands over which the fiber optic cable networks pass, and that the railroads, utilities and others who granted the Company the right to construct and maintain its network did not have the legal authority to do so. The complaints seek damages on theories of trespass, unjust enrichment and slander of title and property, as well as punitive damages. The Company has also received, and may in the future receive, claims and demands related to rights-of-way issues similar to the issues in these cases that may be based on similar or different legal theories. The Company has defeated motions for class certification in a number of these actions but expects that, absent settlement of these actions, plaintiffs in the pending lawsuits will continue to seek certification of statewide or multi-state classes. The only lawsuit in which a class was certified against the Company, absent an agreed upon settlement, occurred in Koyle, et. al. v. Level 3 Communications, Inc., et. al., a purported two state class action filed in the United States District Court for the District of Idaho. The Koyle lawsuit has been dismissed pursuant to a settlement reached in November 2010 as described further below.

The Company negotiated a series of class settlements affecting all persons who own or owned land next to or near railroad rights of way in which it has installed its fiber optic cable networks. The United States District Court for the District of Massachusetts in Kingsborough v. Sprint Communications Co. L.P. granted preliminary approval of the proposed settlement; however, on September 10, 2009, the court denied a motion for final approval of the settlement on the basis that the court lacked subject matter jurisdiction and dismissed the case.

In November 2010, the Company negotiated revised settlement terms for a series of state class settlements affecting all persons who own or owned land next to or near railroad rights of way in which the Company has installed its fiber optic cable networks. The Company is currently pursuing presentment of the settlement in applicable jurisdictions. The settlements, affecting current and former landowners, have received final federal court approval in multiple states and the parties are engaged in the claims process for those states, including payments of claims. The settlement has also been presented to federal courts in additional states and approval is pending.

Management believes that the Company has substantial defenses to the claims asserted in all of these actions and intends to defend them vigorously if a satisfactory settlement is not ultimately approved for all affected landowners.

Peruvian Tax Litigation

Beginning in 2005, one of the Company's Peruvian subsidiaries received a number of assessments for tax, penalties and interest for calendar years 2001 and 2002. Peruvian tax authorities ("SUNAT") took the position that the Peruvian subsidiary incorrectly documented its importations resulting in additional income tax withholding and value-added taxes ("VAT"). The total amount of the asserted claims, including potential interest and penalties, was $26 million, consisting of $3 million for income tax withholding in connection with the import of services for calendar years 2001 and 2002, $7 million for VAT in connection with the import of services for calendar years 2001 and 2002, and $16 million in connection with the disallowance of VAT credits for periods beginning in 2005. Due to accrued interest and foreign exchange effects, and taking into account the developments described below, the total amount of exposure is $51 million at June 30, 2015.

The Company challenged the tax assessments during 2005 by filing administrative claims before SUNAT. During August 2006 and June 2007, SUNAT rejected the Company's administrative claims, thereby confirming the assessments. Appeals were filed in September 2006 and July 2007 with the Tribunal Fiscal, the highest level of administrative review, which is not part of the Peru judiciary (the "Tribunal"). The 2001 and 2002 assessed withholding tax assessments were resolved in favor of the Company in separate administrative resolutions; however, the penalties with respect to withholding tax remain at issue in the administrative appeals.


22






In October 2011, the Tribunal issued its administrative resolution with respect to the calendar year 2002 tax period regarding VAT, associated penalties and penalties associated with withholding taxes, deciding the central issue underlying the assessments in the government's favor, while confirming the assessment in part and denying a portion of the assessment on procedural grounds. The Company appealed the Tribunal's October 2011 administrative resolutions to the judicial court in Peru. In September 2014, the first judicial court rendered a decision largely in the Company’s favor on the central issue underlying the assessments. SUNAT has appealed the court’s decision to the next judicial level.

In October 2013, the Tribunal notified the Company of its July 2013 administrative resolution with respect to the calendar year 2001 tax period regarding VAT, associated penalties and penalties associated with withholding taxes, determining the central issue underlying the assessments in the government's favor, while confirming the assessment in part and denying a portion of the assessment on procedural grounds. The Company appealed the Tribunal's July 2013 administrative resolutions to the judicial court in Peru. In April 2015, the first judicial court rendered a decision largely in SUNAT’s favor on the central issue underlying the assessments. The Company has appealed the court’s decision to the next judicial level.

In December 2013, SUNAT initiated an audit of calendar year 2001. In June 2014, the Company was served with SUNAT’s assessments of the 2001 VAT credits declared null by the Tribunal and the corresponding fine. In July 2014, the Company challenged these assessments by filing administrative claims before SUNAT. In January 2015, SUNAT rejected the administrative claims, thereby confirming the assessments. The Company filed an appeal with the Tribunal in February 2015. In May 2015, the Tribunal notified the Company of its administrative resolution declaring the assessments and corresponding fines null. The time for SUNAT to appeal this resolution remains open.

Employee Severance and Contractor Termination Disputes

A number of former employees and third-party contractors have asserted a variety of claims in litigation against certain Latin American subsidiaries of the Company for separation pay, severance, commissions, pension benefits, unpaid vacation pay, breach of employment contracts, unpaid performance bonuses, property damages, moral damages and related statutory penalties, fines, costs and expenses (including accrued interest, attorneys fees and statutorily mandated inflation adjustments) as a result of their separation from the Company or termination of service relationships. The Company is vigorously defending itself against the asserted claims, which aggregate to approximately $45 million at June 30, 2015.

Brazilian Tax Claims

In December 2004, March 2009, April 2009 and July 2014, the São Paulo state tax authorities issued tax assessments against one of the Company's Brazilian subsidiaries for the Tax on Distribution of Goods and Services (“ICMS”) with respect to revenue from leasing movable properties (in the case of the December 2004, March 2009 and July 2014 assessments) and revenue from the provision of Internet access services (in the case of the April 2009 and July 2014 assessments), by treating such activities as the provision of communications services, to which the ICMS tax applies. During the third quarter of 2014, the Company released a reserve of $6 million for tax, penalty and associated interest corresponding to the ICMS applicable on the provision of Internet access services due to the expiration of the statute of limitations for the January 2008 to June 2009 tax periods. In September 2002, July 2009 and May 2012, the Rio de Janeiro state tax authorities issued tax assessments to the same Brazilian subsidiary on similar issues. The Company has filed objections to these assessments, arguing that the lease of assets and the provision of Internet access are not communication services subject to ICMS. The objections to the September 2002, December 2004 and March 2009 assessments were rejected by the respective state administrative courts, and the Company has appealed those decisions to the judicial courts. In October 2012 and June 2014, the Company received favorable rulings from the lower court on the December 2004 and March 2009 assessments regarding equipment leasing, but those rulings are subject

23






to appeal by the state. No ruling has been obtained with respect to the September 2002 assessment. The objections to the April and July 2009 and May 2012 assessments are still pending final administrative decisions. The July 2014 assessment was confirmed during the fourth quarter of 2014 at the first administrative level and the Company appealed this decision to the second administrative level. During the fourth quarter of 2014, the Company entered into an amnesty with the Rio de Janeiro state tax authorities with respect to potential ICMS liability for the 2008 tax period. As a result, the Company paid $5 million and released a reserve of $3 million of tax corresponding to the ICMS applicable on the provision of Internet access services.

The Company is vigorously contesting all such assessments in both states, and in particular, views the assessment of ICMS on revenue from leasing movable properties to be without merit. Nevertheless, the Company believes that it is reasonably possible that these assessments could result in a loss of up to $51 million at June 30, 2015 in excess of the accruals established for these matters.

Letters of Credit

It is customary for Level 3 to use various financial instruments in the normal course of business. These instruments include letters of credit. Letters of credit are conditional commitments issued on behalf of Level 3 in accordance with specified terms and conditions. As of June 30, 2015 and December 31, 2014, Level 3 had outstanding letters of credit or other similar obligations of approximately $48 million and $28 million, respectively, of which $44 million and $23 million are collateralized by cash that is reflected on the Consolidated Balance Sheets as restricted cash and securities. The Company does not believe exposure to loss related to its letters of credit is material.


(11) Condensed Consolidating Financial Information

Level 3 Financing, Inc., a wholly owned subsidiary of the Company, has issued senior notes that are unsecured obligations of Level 3 Financing, Inc.; however, they are also fully and unconditionally and jointly and severally guaranteed on an unsecured senior basis by Level 3 Communications, Inc. and Level 3 Communications, LLC.

In conjunction with the registration of the senior notes, the accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 “Financial statements of guarantors and affiliates whose securities collateralize an issue registered or being registered.”

The operating activities of the separate legal entities included in the Company’s Consolidated Financial Statements are interdependent. The accompanying condensed consolidating financial information presents the results of operations, financial position and cash flows of each legal entity and, on an aggregate basis, the other non-guarantor subsidiaries based on amounts incurred by such entities, and is not intended to present the operating results of those legal entities on a stand-alone basis. Level 3 Communications, LLC leases equipment and certain facilities from other wholly owned subsidiaries of Level 3 Communications, Inc. These transactions are eliminated in the consolidated results of the Company.




24








Condensed Consolidating Statements of Comprehensive Income (Loss)
Three Months Ended June 30, 2015

 
Level 3 Communications, Inc.
 
Level 3 Financing, Inc.
 
Level 3 Communications, LLC
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Total
 
(dollars in millions)
Revenue
$

 
$

 
$
830

 
$
1,276

 
$
(45
)
 
$
2,061

Costs and Expense:
 
 
 
 
 
 
 
 
 
 
 
Network Access Costs

 

 
299

 
442

 
(45
)
 
696

Network Related Expenses

 

 
231

 
132

 

 
363

Depreciation and Amortization

 

 
75

 
213

 

 
288

Selling, General and Administrative Expenses
1

 

 
268

 
95

 

 
364

Total Costs and Expenses
1

 

 
873

 
882

 
(45
)
 
1,711

Operating Income (Loss)
(1
)
 

 
(43
)
 
394

 

 
350

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
Interest Income

 

 

 

 

 

Interest expense
(14
)
 
(146
)
 
(1
)
 
(4
)
 

 
(165
)
Interest income (expense) affiliates, net
331

 
496

 
(769
)
 
(58
)
 

 

Equity in net earnings (losses) of subsidiaries
(311
)
 
(516
)
 

 

 
827

 

Other, net
(18
)
 
(145
)
 
(3
)
 
(14
)
 

 
(180
)
Total Other Income (Expense)
(12
)
 
(311
)
 
(773
)
 
(76
)
 
827

 
(345
)
Income (Loss) before Income Taxes
(13
)
 
(311
)
 
(816
)
 
318

 
827

 
5

Income Tax Expense

 

 

 
(18
)
 

 
(18
)
Net Income (Loss)
(13
)
 
(311
)
 
(816
)
 
300

 
827

 
(13
)
Other Comprehensive Income (Loss), Net of Income Taxes
85

 

 

 
197

 
(197
)
 
85

Comprehensive Income (Loss)
$
72

 
$
(311
)
 
$
(816
)
 
$
497

 
$
630

 
$
72



25






Condensed Consolidating Statements of Comprehensive Income (Loss)
Six Months Ended June 30, 2015
 
Level 3 Communications, Inc.
 
Level 3 Financing, Inc.
 
Level 3 Communications, LLC
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Total
 
(dollars in millions)
Revenue
$

 
$

 
$
1,648

 
$
2,563

 
$
(97
)
 
$
4,114

Costs and Expense:
 
 
 
 
 
 
 
 
 
 
 
Network Access Costs

 

 
619

 
897

 
(97
)
 
1,419

Network Related Expenses

 

 
461

 
258

 

 
719

Depreciation and Amortization

 

 
149

 
427

 

 
576

Selling, General and Administrative Expenses
2

 

 
515

 
217

 

 
734

Total Costs and Expenses
2

 

 
1,744

 
1,799

 
(97
)
 
3,448

Operating Income (Loss)
(2
)
 

 
(96
)
 
764

 

 
666

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
Interest Income

 

 

 
1

 

 
1

Interest expense
(33
)
 
(301
)
 
(2
)
 
(9
)
 

 
(345
)
Interest income (expense) affiliates, net
664

 
997

 
(1,535
)
 
(126
)
 

 

Equity in net earnings (losses) of subsidiaries
(502
)
 
(1,052
)
 
177

 

 
1,377

 

Other, net
(18
)
 
(145
)
 
(1
)
 
(26
)
 

 
(190
)
Total Other Income (Expense)
111

 
(501
)
 
(1,361
)
 
(160
)
 
1,377

 
(534
)
Income (Loss) before Income Taxes
109

 
(501
)
 
(1,457
)
 
604

 
1,377

 
132

Income Tax Expense

 
(1
)
 

 
(22
)
 

 
(23
)
Net Income (Loss)
109

 
(502
)
 
(1,457
)
 
582

 
1,377

 
109

Other Comprehensive Income (Loss), Net of Income Taxes
(56
)
 

 

 
56

 
(56
)
 
(56
)
Comprehensive Income (Loss)
$
53

 
$
(502
)
 
$
(1,457
)
 
$
638

 
$
1,321

 
$
53



26








Condensed Consolidating Statements of Comprehensive Income (Loss)
Three Months Ended June 30, 2014

 
Level 3 Communications, Inc.
 
Level 3 Financing, Inc.
 
Level 3 Communications, LLC
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Total
 
(dollars in millions)
Revenue
$

 
$

 
$
760

 
$
918

 
$
(53
)
 
$
1,625

Costs and Expense:
 
 
 
 
 
 
 
 
 
 
 
Network Access Costs

 

 
288

 
378

 
(53
)
 
613

Network Related Expenses

 

 
190

 
112

 

 
302

Depreciation and Amortization

 

 
69

 
118

 

 
187

Selling, General and Administrative Expenses
1

 
1

 
181

 
84

 

 
267

Total Costs and Expenses
1

 
1

 
728

 
692

 
(53
)
 
1,369

Operating Income
(1
)
 
(1
)
 
32

 
226

 

 
256

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(34
)
 
(113
)
 
1

 
(3
)
 

 
(149
)
Interest income (expense) affiliates, net
303

 
459

 
(727
)
 
(35
)
 

 

Equity in net earnings (losses) of subsidiaries
(217
)
 
(561
)
 
162

 

 
616

 

Other, net

 

 
1

 
(45
)
 

 
(44
)
Total Other Expense
52

 
(215
)
 
(563
)
 
(83
)
 
616

 
(193
)
Income (Loss) before Income Taxes
51

 
(216
)
 
(531
)
 
143

 
616

 
63

Income Tax Expense

 
(1
)
 

 
(11
)
 

 
(12
)
Net Income (Loss)
51

 
(217
)
 
(531
)
 
132

 
616

 
51

Other Comprehensive Income (Loss), Net of Income Taxes
13

 

 

 
13

 
(13
)
 
13

Comprehensive Income (Loss)
$
64

 
$
(217
)
 
$
(531
)
 
$
145

 
$
603

 
$
64



27






Condensed Consolidating Statements of Comprehensive Income (Loss)
Six Months Ended June 30, 2014
 
Level 3 Communications, Inc.
 
Level 3 Financing, Inc.
 
Level 3 Communications, LLC
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Total
 
(dollars in millions)
Revenue
$

 
$

 
$
1,497

 
$
1,849

 
$
(112
)
 
$
3,234

Costs and Expense:
 
 
 
 
 
 
 
 
 
 
 
Network Access Costs

 

 
578

 
761

 
(112
)
 
1,227

Network Related Expenses

 

 
372

 
222

 

 
594

Depreciation and Amortization

 

 
139

 
232

 

 
371

Selling, General and Administrative Expenses
1

 
1

 
324

 
196

 

 
522

Total Costs and Expenses
1

 
1

 
1,413

 
1,411

 
(112
)
 
2,714

Operating Income
(1
)
 
(1
)
 
84

 
438

 

 
520

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(68
)
 
(225
)
 

 
(7
)
 

 
(300
)
Interest income (expense) affiliates, net
591

 
918

 
(1,439
)
 
(70
)
 

 

Equity in net earnings (losses) of subsidiaries
(359
)
 
(1,049
)
 
340

 

 
1,068

 

Other, net

 

 
4

 
(42
)
 

 
(38
)
Total Other Expense
164

 
(356
)
 
(1,095
)
 
(119
)
 
1,068

 
(338
)
Income (Loss) before Income Taxes
163

 
(357
)
 
(1,011
)
 
319

 
1,068

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