Level 3 Parent (LVLT) 10-Q 6 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information Document - shares	6 Months Ended
	Jun. 30, 2015	Aug. 05, 2015
Entity Information [Line Items]
Entity Registrant Name	LEVEL 3 COMMUNICATIONS INC
Entity Central Index Key	794,323
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		355,833,110
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 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	0	0	1	0
Interest Expense	(165)	(149)	(345)	(300)
Loss on modification and extinguishment of debt	(163)	0	(163)	0
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
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
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

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 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	0	1	1
Other Comprehensive Income (Loss), Before Income Taxes	85	13	(56)	19
Income Tax Related to Items of Other Comprehensive Income (Loss)	0	0	0	0
Other Comprehensive Income (Loss), Net of Income Taxes	85	13	(56)	19
Comprehensive Income	$ 72	$ 64	$ 53	$ 182

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
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:
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	$ 0	$ 0
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

Consolidated Balance Sheets Par

Consolidated Balance Sheets Parentheticals (Parentheticals) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Allowance for doubtful accounts	$ 33	$ 30
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 9,990	$ 9,629
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	433,333,333	433,333,333
Common stock, shares issued	354,567,656	341,361,420
Common stock, shares outstanding	354,567,656	341,361,420

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 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	0
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	0	(4)
Deferred income taxes	(10)	14
Loss (gain) on sale of property, plant and equipment and other assets	1	(1)
Other, net	30	0
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	0
Net Cash Used in Investing Activities	(593)	(402)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	3,948	0
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	0
Long-term debt conversion into equity	333	0
Accrued interest conversion into equity	$ 10	$ 0

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies (Notes)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Organization and Summary of Significant Accounting Policies	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. 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.

Events Associated with the Merg

Events Associated with the Merger of tw telecom (Notes)	6 Months Ended
	Jun. 30, 2015
Events Associated with the Merger of tw telecom [Abstract]
Business Combination Disclosure [Text Block]	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. 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 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.

Earnings Per Share (Notes)

Earnings Per Share (Notes)	6 Months Ended
	Jun. 30, 2015
Earnings Per Share [Abstract]
Earnings Per Share	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.

Acquired Intangible Assets (Not

Acquired Intangible Assets (Notes)	6 Months Ended
	Jun. 30, 2015
Acquired Intangible Assets Disclosure [Abstract]
Acquired Intangible Assets	Acquired Intangible Assets Identifiable acquisition-related intangible assets as of June 30, 2015 and December 31, 2014 were as follows (dollars in millions): 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

Fair Value of Financial Instrum

Fair Value of Financial Instruments (Notes)	6 Months Ended
	Jun. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	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, 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 : 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, December 31, June 30, December 31, June 30, December 31, 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. 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.

Long-Term Debt (Notes)

Long-Term Debt (Notes)	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Long-term Debt	Long-Term Debt As of June 30, 2015 and December 31, 2014 , long-term debt was as follows: (dollars in millions) June 30, December 31, 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 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. 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, 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): 2015 (remaining six months) $ 13 2016 9 2017 8 2018 308 2019 823 2020 3,479 Thereafter 6,395 $ 11,035

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Notes)	6 Months Ended
	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Comprehensive Income (Loss) Note [Text Block]	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 )

Stock-Based Compensation (Notes

Stock-Based Compensation (Notes)	6 Months Ended
	Jun. 30, 2015
Compensation and Retirement and Compensation Related Costs, Share-based Payments Disclosure [Abstract]
Stock-Based Compensation	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.

Segment Information (Notes)

Segment Information (Notes)	6 Months Ended
	Jun. 30, 2015
Segment Reporting Information [Line Items]
Segment Reporting Disclosure [Text Block]	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, 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 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

Commitments, Contingencies and

Commitments, Contingencies and Other Items (Notes)	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies and Other Items	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 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. 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 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.

Condensed Consolidating Financi

Condensed Consolidating Financial Information (Notes)	6 Months Ended
	Jun. 30, 2015
Condensed Consolidating Financial Information [Abstract]
Condensed Consolidating Financial Information	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. 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 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 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 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 1,068 182 Income Tax Expense — (2 ) (1 ) (16 ) — (19 ) Net Income (Loss) 163 (359 ) (1,012 ) 303 1,068 163 Other Comprehensive Income (Loss), Net of Income Taxes 19 — — 19 (19 ) 19 Comprehensive Income (Loss) $ 182 $ (359 ) $ (1,012 ) $ 322 $ 1,049 $ 182 Condensed Consolidating Balance Sheets June 30, 2015 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 13 $ 5 $ 289 $ 242 $ — $ 549 Restricted cash and securities — — 1 7 — 8 Receivables, less allowances for doubtful accounts — — 32 724 — 756 Due from affiliates 14,988 22,096 — — (37,084 ) — Other 1 18 77 94 — 190 Total Current Assets 15,002 22,119 399 1,067 (37,084 ) 1,503 Property, Plant, and Equipment, net — — 3,235 6,665 — 9,900 Restricted Cash and Securities 27 — 15 1 — 43 Goodwill and Other Intangibles, net — — 368 8,619 — 8,987 Investment in Subsidiaries 16,716 14,580 3,724 — (35,020 ) — Other Assets, net 21 124 11 295 — 451 Total Assets $ 31,766 $ 36,823 $ 7,752 $ 16,647 $ (72,104 ) $ 20,884 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 2 $ 219 $ 416 $ — $ 637 Current portion of long-term debt — — 3 14 — 17 Accrued payroll and employee benefits — — 165 37 — 202 Accrued interest 11 108 — 6 — 125 Current portion of deferred revenue — — 106 174 — 280 Due to affiliates — — 35,781 1,303 (37,084 ) — Other — 1 86 92 — 179 Total Current Liabilities 11 111 36,360 2,042 (37,084 ) 1,440 Long-Term Debt, less current portion 600 10,209 16 176 — 11,001 Deferred Revenue, less current portion — — 595 297 — 892 Other Liabilities 15 24 125 570 — 734 Commitments and Contingencies Stockholders' Equity (Deficit) 31,140 26,479 (29,344 ) 13,562 (35,020 ) 6,817 Total Liabilities and Stockholders' Equity (Deficit) $ 31,766 $ 36,823 $ 7,752 $ 16,647 $ (72,104 ) $ 20,884 Condensed Consolidating Balance Sheets December 31, 2014 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 7 $ 5 $ 307 $ 261 $ — $ 580 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 34 703 — 737 Due from affiliates 14,522 21,270 — — (35,792 ) — Other 2 21 45 97 — 165 Total Current Assets 14,531 21,296 387 1,067 (35,792 ) 1,489 Property, Plant, and Equipment, net — — 3,152 6,708 — 9,860 Restricted Cash and Securities 3 — 16 1 — 20 Goodwill and Other Intangibles, net — — 373 8,730 — 9,103 Investment in Subsidiaries 16,686 14,777 3,729 — (35,192 ) — Other Assets, net 28 129 9 309 — 475 Total Assets $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 215 $ 449 $ — $ 664 Current portion of long-term debt 333 — 3 13 — 349 Accrued payroll and employee benefits — — 174 99 — 273 Accrued interest 12 158 — 4 — 174 Current portion of deferred revenue — — 118 169 — 287 Due to affiliates — — 34,401 1,391 (35,792 ) — Other — 2 62 103 — 167 Total Current Liabilities 345 160 34,973 2,228 (35,792 ) 1,914 Long-Term Debt, less current portion 900 9,893 16 175 — 10,984 Deferred Revenue, less current portion — — 617 304 — 921 Other Liabilities 16 24 125 600 — 765 Commitments and Contingencies Stockholders' Equity (Deficit) 29,987 26,125 (28,065 ) 13,508 (35,192 ) 6,363 Total Liabilities and Stockholders' Equity (Deficit) $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Condensed Consolidating Statements of Cash Flows 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) Net Cash Provided by (Used in) Operating Activities $ (21 ) $ (339 ) $ (22 ) $ 1,106 $ — $ 724 Cash Flows from Investing Activities: Capital Expenditures — — (188 ) (383 ) — (571 ) (Increase) decrease in restricted cash and securities, net (25 ) — 1 — — (24 ) Proceeds from the sale of property, plant and equipment and other assets — — — 2 — 2 Net Cash Used in Investing Activities (25 ) — (187 ) (381 ) — (593 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 3,948 — — — 3,948 Payments on and repurchases of long-term debt, including current portion and refinancing costs (313 ) (3,780 ) — (5 ) — (4,098 ) Increase (decrease) due from/to affiliates, net 365 171 191 (727 ) — — Net Cash Provided by (Used in) Financing Activities 52 339 191 (732 ) — (150 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (12 ) — (12 ) Net Change in Cash and Cash Equivalents 6 — (18 ) (19 ) — (31 ) Cash and Cash Equivalents at Beginning of Period 7 5 307 261 — 580 Cash and Cash Equivalents at End of Period $ 13 $ 5 $ 289 $ 242 $ — $ 549 Condensed Consolidating Statements of Cash Flows 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) Net Cash Provided by (Used in) Operating Activities $ (66 ) $ (222 ) $ 370 $ 362 $ — $ 444 Cash Flows from Investing Activities: Capital Expenditures — — (192 ) (212 ) — (404 ) Decrease in restricted cash and securities, net — — — 2 — 2 Net Cash Used in Investing Activities — — (192 ) (210 ) — (402 ) Cash Flows from Financing Activities: Payments on and repurchases of long-term debt, including current portion and refinancing costs — — — (6 ) — (6 ) Increase (decrease) due from/to affiliates, net 66 222 (111 ) (177 ) — — Net Cash Provided by (Used in) Financing Activities 66 222 (111 ) (183 ) — (6 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (30 ) — (30 ) Net Change in Cash and Cash Equivalents — — 67 (61 ) — 6 Cash and Cash Equivalents at Beginning of Period 8 6 347 270 — 631 Cash and Cash Equivalents at End of Period $ 8 $ 6 $ 414 $ 209 $ — $ 637

Organization and Summary of S18

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	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.

Acquired Intangible Assets (Tab

Acquired Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2015
Acquired Intangible Assets Disclosure [Abstract]
Schedule of acquisition-related intangible assets	Identifiable acquisition-related intangible assets as of June 30, 2015 and December 31, 2014 were as follows (dollars in millions): 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
Schedule of estimated amortization expense of finite-lived acquisition-related intangible assets	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

Fair Value of Financial Instr20

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2015
Fair Value Disclosures [Abstract]
Schedule of fair value of liabilities measured on a recurring basis	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 : 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, December 31, June 30, December 31, June 30, December 31, 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).

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2015
Long-term debt
Schedule of long-term debt	As of June 30, 2015 and December 31, 2014 , long-term debt was as follows: (dollars in millions) June 30, December 31, 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 .
Schedule of aggregate future contractual maturities of long-term debt and capital leases (excluding discounts)	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): 2015 (remaining six months) $ 13 2016 9 2017 8 2018 308 2019 823 2020 3,479 Thereafter 6,395 $ 11,035

Accumulated Other Comprehensi22

Accumulated Other Comprehensive Income (Tables)	6 Months Ended
	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Comprehensive Income (Loss) Note [Text Block]	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 )
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]	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 )

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2015
Share-based Compensation
Schedule of non-cash compensation expense and capitalized non-cash 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

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2015
Segment Reporting Information [Line Items]
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]	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
Schedule of Segment Reporting Information, by Segment [Table Text Block]	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
Segment Reporting Disclosure [Text Block]	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, 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 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
Reconciliation of Revenue from Segments to Consolidated [Table Text Block]	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

Condensed Consolidating Finan25

Condensed Consolidating Financial Information (Tables)	6 Months Ended
	Jun. 30, 2015
Condensed Consolidating Financial Information [Abstract]
Condensed Consolidating Financial Information	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. 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 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 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 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 1,068 182 Income Tax Expense — (2 ) (1 ) (16 ) — (19 ) Net Income (Loss) 163 (359 ) (1,012 ) 303 1,068 163 Other Comprehensive Income (Loss), Net of Income Taxes 19 — — 19 (19 ) 19 Comprehensive Income (Loss) $ 182 $ (359 ) $ (1,012 ) $ 322 $ 1,049 $ 182 Condensed Consolidating Balance Sheets June 30, 2015 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 13 $ 5 $ 289 $ 242 $ — $ 549 Restricted cash and securities — — 1 7 — 8 Receivables, less allowances for doubtful accounts — — 32 724 — 756 Due from affiliates 14,988 22,096 — — (37,084 ) — Other 1 18 77 94 — 190 Total Current Assets 15,002 22,119 399 1,067 (37,084 ) 1,503 Property, Plant, and Equipment, net — — 3,235 6,665 — 9,900 Restricted Cash and Securities 27 — 15 1 — 43 Goodwill and Other Intangibles, net — — 368 8,619 — 8,987 Investment in Subsidiaries 16,716 14,580 3,724 — (35,020 ) — Other Assets, net 21 124 11 295 — 451 Total Assets $ 31,766 $ 36,823 $ 7,752 $ 16,647 $ (72,104 ) $ 20,884 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 2 $ 219 $ 416 $ — $ 637 Current portion of long-term debt — — 3 14 — 17 Accrued payroll and employee benefits — — 165 37 — 202 Accrued interest 11 108 — 6 — 125 Current portion of deferred revenue — — 106 174 — 280 Due to affiliates — — 35,781 1,303 (37,084 ) — Other — 1 86 92 — 179 Total Current Liabilities 11 111 36,360 2,042 (37,084 ) 1,440 Long-Term Debt, less current portion 600 10,209 16 176 — 11,001 Deferred Revenue, less current portion — — 595 297 — 892 Other Liabilities 15 24 125 570 — 734 Commitments and Contingencies Stockholders' Equity (Deficit) 31,140 26,479 (29,344 ) 13,562 (35,020 ) 6,817 Total Liabilities and Stockholders' Equity (Deficit) $ 31,766 $ 36,823 $ 7,752 $ 16,647 $ (72,104 ) $ 20,884 Condensed Consolidating Balance Sheets December 31, 2014 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 7 $ 5 $ 307 $ 261 $ — $ 580 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 34 703 — 737 Due from affiliates 14,522 21,270 — — (35,792 ) — Other 2 21 45 97 — 165 Total Current Assets 14,531 21,296 387 1,067 (35,792 ) 1,489 Property, Plant, and Equipment, net — — 3,152 6,708 — 9,860 Restricted Cash and Securities 3 — 16 1 — 20 Goodwill and Other Intangibles, net — — 373 8,730 — 9,103 Investment in Subsidiaries 16,686 14,777 3,729 — (35,192 ) — Other Assets, net 28 129 9 309 — 475 Total Assets $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 215 $ 449 $ — $ 664 Current portion of long-term debt 333 — 3 13 — 349 Accrued payroll and employee benefits — — 174 99 — 273 Accrued interest 12 158 — 4 — 174 Current portion of deferred revenue — — 118 169 — 287 Due to affiliates — — 34,401 1,391 (35,792 ) — Other — 2 62 103 — 167 Total Current Liabilities 345 160 34,973 2,228 (35,792 ) 1,914 Long-Term Debt, less current portion 900 9,893 16 175 — 10,984 Deferred Revenue, less current portion — — 617 304 — 921 Other Liabilities 16 24 125 600 — 765 Commitments and Contingencies Stockholders' Equity (Deficit) 29,987 26,125 (28,065 ) 13,508 (35,192 ) 6,363 Total Liabilities and Stockholders' Equity (Deficit) $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Condensed Consolidating Statements of Cash Flows 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) Net Cash Provided by (Used in) Operating Activities $ (21 ) $ (339 ) $ (22 ) $ 1,106 $ — $ 724 Cash Flows from Investing Activities: Capital Expenditures — — (188 ) (383 ) — (571 ) (Increase) decrease in restricted cash and securities, net (25 ) — 1 — — (24 ) Proceeds from the sale of property, plant and equipment and other assets — — — 2 — 2 Net Cash Used in Investing Activities (25 ) — (187 ) (381 ) — (593 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 3,948 — — — 3,948 Payments on and repurchases of long-term debt, including current portion and refinancing costs (313 ) (3,780 ) — (5 ) — (4,098 ) Increase (decrease) due from/to affiliates, net 365 171 191 (727 ) — — Net Cash Provided by (Used in) Financing Activities 52 339 191 (732 ) — (150 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (12 ) — (12 ) Net Change in Cash and Cash Equivalents 6 — (18 ) (19 ) — (31 ) Cash and Cash Equivalents at Beginning of Period 7 5 307 261 — 580 Cash and Cash Equivalents at End of Period $ 13 $ 5 $ 289 $ 242 $ — $ 549 Condensed Consolidating Statements of Cash Flows 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) Net Cash Provided by (Used in) Operating Activities $ (66 ) $ (222 ) $ 370 $ 362 $ — $ 444 Cash Flows from Investing Activities: Capital Expenditures — — (192 ) (212 ) — (404 ) Decrease in restricted cash and securities, net — — — 2 — 2 Net Cash Used in Investing Activities — — (192 ) (210 ) — (402 ) Cash Flows from Financing Activities: Payments on and repurchases of long-term debt, including current portion and refinancing costs — — — (6 ) — (6 ) Increase (decrease) due from/to affiliates, net 66 222 (111 ) (177 ) — — Net Cash Provided by (Used in) Financing Activities 66 222 (111 ) (183 ) — (6 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (30 ) — (30 ) Net Change in Cash and Cash Equivalents — — 67 (61 ) — 6 Cash and Cash Equivalents at Beginning of Period 8 6 347 270 — 631 Cash and Cash Equivalents at End of Period $ 8 $ 6 $ 414 $ 209 $ — $ 637
Schedule of Condensed Consolidating Statements of Operations	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 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 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 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 1,068 182 Income Tax Expense — (2 ) (1 ) (16 ) — (19 ) Net Income (Loss) 163 (359 ) (1,012 ) 303 1,068 163 Other Comprehensive Income (Loss), Net of Income Taxes 19 — — 19 (19 ) 19 Comprehensive Income (Loss) $ 182 $ (359 ) $ (1,012 ) $ 322 $ 1,049 $ 182
Schedule of Condensed Consolidating Balance Sheets	Condensed Consolidating Balance Sheets June 30, 2015 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 13 $ 5 $ 289 $ 242 $ — $ 549 Restricted cash and securities — — 1 7 — 8 Receivables, less allowances for doubtful accounts — — 32 724 — 756 Due from affiliates 14,988 22,096 — — (37,084 ) — Other 1 18 77 94 — 190 Total Current Assets 15,002 22,119 399 1,067 (37,084 ) 1,503 Property, Plant, and Equipment, net — — 3,235 6,665 — 9,900 Restricted Cash and Securities 27 — 15 1 — 43 Goodwill and Other Intangibles, net — — 368 8,619 — 8,987 Investment in Subsidiaries 16,716 14,580 3,724 — (35,020 ) — Other Assets, net 21 124 11 295 — 451 Total Assets $ 31,766 $ 36,823 $ 7,752 $ 16,647 $ (72,104 ) $ 20,884 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 2 $ 219 $ 416 $ — $ 637 Current portion of long-term debt — — 3 14 — 17 Accrued payroll and employee benefits — — 165 37 — 202 Accrued interest 11 108 — 6 — 125 Current portion of deferred revenue — — 106 174 — 280 Due to affiliates — — 35,781 1,303 (37,084 ) — Other — 1 86 92 — 179 Total Current Liabilities 11 111 36,360 2,042 (37,084 ) 1,440 Long-Term Debt, less current portion 600 10,209 16 176 — 11,001 Deferred Revenue, less current portion — — 595 297 — 892 Other Liabilities 15 24 125 570 — 734 Commitments and Contingencies Stockholders' Equity (Deficit) 31,140 26,479 (29,344 ) 13,562 (35,020 ) 6,817 Total Liabilities and Stockholders' Equity (Deficit) $ 31,766 $ 36,823 $ 7,752 $ 16,647 $ (72,104 ) $ 20,884 Condensed Consolidating Balance Sheets December 31, 2014 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 7 $ 5 $ 307 $ 261 $ — $ 580 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 34 703 — 737 Due from affiliates 14,522 21,270 — — (35,792 ) — Other 2 21 45 97 — 165 Total Current Assets 14,531 21,296 387 1,067 (35,792 ) 1,489 Property, Plant, and Equipment, net — — 3,152 6,708 — 9,860 Restricted Cash and Securities 3 — 16 1 — 20 Goodwill and Other Intangibles, net — — 373 8,730 — 9,103 Investment in Subsidiaries 16,686 14,777 3,729 — (35,192 ) — Other Assets, net 28 129 9 309 — 475 Total Assets $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 215 $ 449 $ — $ 664 Current portion of long-term debt 333 — 3 13 — 349 Accrued payroll and employee benefits — — 174 99 — 273 Accrued interest 12 158 — 4 — 174 Current portion of deferred revenue — — 118 169 — 287 Due to affiliates — — 34,401 1,391 (35,792 ) — Other — 2 62 103 — 167 Total Current Liabilities 345 160 34,973 2,228 (35,792 ) 1,914 Long-Term Debt, less current portion 900 9,893 16 175 — 10,984 Deferred Revenue, less current portion — — 617 304 — 921 Other Liabilities 16 24 125 600 — 765 Commitments and Contingencies Stockholders' Equity (Deficit) 29,987 26,125 (28,065 ) 13,508 (35,192 ) 6,363 Total Liabilities and Stockholders' Equity (Deficit) $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947
Schedule of Condensed Consolidating Statements of Cash Flows	Condensed Consolidating Statements of Cash Flows 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) Net Cash Provided by (Used in) Operating Activities $ (21 ) $ (339 ) $ (22 ) $ 1,106 $ — $ 724 Cash Flows from Investing Activities: Capital Expenditures — — (188 ) (383 ) — (571 ) (Increase) decrease in restricted cash and securities, net (25 ) — 1 — — (24 ) Proceeds from the sale of property, plant and equipment and other assets — — — 2 — 2 Net Cash Used in Investing Activities (25 ) — (187 ) (381 ) — (593 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 3,948 — — — 3,948 Payments on and repurchases of long-term debt, including current portion and refinancing costs (313 ) (3,780 ) — (5 ) — (4,098 ) Increase (decrease) due from/to affiliates, net 365 171 191 (727 ) — — Net Cash Provided by (Used in) Financing Activities 52 339 191 (732 ) — (150 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (12 ) — (12 ) Net Change in Cash and Cash Equivalents 6 — (18 ) (19 ) — (31 ) Cash and Cash Equivalents at Beginning of Period 7 5 307 261 — 580 Cash and Cash Equivalents at End of Period $ 13 $ 5 $ 289 $ 242 $ — $ 549 Condensed Consolidating Statements of Cash Flows 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) Net Cash Provided by (Used in) Operating Activities $ (66 ) $ (222 ) $ 370 $ 362 $ — $ 444 Cash Flows from Investing Activities: Capital Expenditures — — (192 ) (212 ) — (404 ) Decrease in restricted cash and securities, net — — — 2 — 2 Net Cash Used in Investing Activities — — (192 ) (210 ) — (402 ) Cash Flows from Financing Activities: Payments on and repurchases of long-term debt, including current portion and refinancing costs — — — (6 ) — (6 ) Increase (decrease) due from/to affiliates, net 66 222 (111 ) (177 ) — — Net Cash Provided by (Used in) Financing Activities 66 222 (111 ) (183 ) — (6 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (30 ) — (30 ) Net Change in Cash and Cash Equivalents — — 67 (61 ) — 6 Cash and Cash Equivalents at Beginning of Period 8 6 347 270 — 631 Cash and Cash Equivalents at End of Period $ 8 $ 6 $ 414 $ 209 $ — $ 637

Events Associated with the Me26

Events Associated with the Merger of tw telecom (Details) - USD ($)	3 Months Ended		6 Months Ended		13 Months Ended
	Dec. 31, 2014	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Oct. 31, 2014
Business Acquisition [Line Items]
Cash, Cash Equivalents and Restricted Cash						$ 309,000,000
Total Revenue		$ 2,030,000,000		$ 4,033,000,000
Net Income		$ 45,000,000		$ 147,000,000
Net Income per Share, Basic		$ 0.13		$ 0.44
Net Income per Share, Diluted		$ 0.13		$ 0.43
Business Acquisition, Effective Date of Acquisition	Oct. 31, 2014
business acquisition, cash consideration per share	$ 10
Purchase price allocation adjustment			$ 60,000,000
Long-term Debt						(2,099,000,000)
Stock consideration per share	0.7
Business Combination, Integration Related Costs					$ 91,000,000
Property, Plant, and Equipment						1,556,000,000
Goodwill						5,180,000,000
Identifiable Intangible Assets						1,263,000,000
Other Assets						141,000,000
total Assets						8,449,000,000
Deferred Revenue						(60,000,000)
Other Liabilities						(279,000,000)
Total Liabilities						(2,438,000,000)
Total Consideration to be Allocated						$ 6,011,000,000

Earnings Per Share (Details)

Earnings Per Share (Details) - shares shares in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Convertible Senior Notes
Earnings per share
Securities not included in computation of diluted earnings per share (in millions of shares)		18
Stock options, outperform stock appreciation rights (OSOs), restricted stock units and warrants
Earnings per share
Stock Awards Included in Computation of Earnings Per Share, Amount	4	5

Acquired Intangible Assets (Det

Acquired Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	$ 2,260		$ 2,260		$ 2,320
Finite-Lived Intangible Assets, Accumulated Amortization	(1,035)		(1,035)		(921)
Finite-Lived Intangible Assets, Net	1,225		1,225		1,399
Acquired finite-lived intangible asset amortization expense	58	$ 17	114	$ 36
Indefinite-Lived Intangible Assets:
Total identifiable acquisition-related intangible assets, Gross Carrying Amount	2,275		2,275		2,335
Total identifiable acquisition-related intangible assets, Net	1,240		1,240		1,414
Estimated amortization expense of finite-lived acquisition-related intangible assets
2013 (remaining three months)	111		111
2,014	212		212
2,015	196		196
2,016	193		193
2,017	182		182
2,018	166		166
Thereafter	165		165
Finite-Lived Intangible Assets, Net	1,225		1,225		1,399
Vyvx Trade Name
Indefinite-Lived Intangible Assets:
Indefinite-Lived Intangible Assets	15		15		15
Customer Contracts And Relationships
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	1,975		1,975		1,977
Finite-Lived Intangible Assets, Accumulated Amortization	(835)		(835)		(741)
Finite-Lived Intangible Assets, Net	1,140		$ 1,140		1,236
Acquired finite-lived intangible assets weighted average remaining useful lives (in years)			6 years 3 months 18 days
Estimated amortization expense of finite-lived acquisition-related intangible assets
Finite-Lived Intangible Assets, Net	1,140		$ 1,140		1,236
Trademarks
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	55		55		115
Finite-Lived Intangible Assets, Accumulated Amortization	(52)		(52)		(47)
Finite-Lived Intangible Assets, Net	3		$ 3		68
Acquired finite-lived intangible assets weighted average remaining useful lives (in years)			3 months 18 days
Estimated amortization expense of finite-lived acquisition-related intangible assets
Finite-Lived Intangible Assets, Net	3		$ 3		68
Patents and Developed Technology
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	230		230		228
Finite-Lived Intangible Assets, Accumulated Amortization	(148)		(148)		(133)
Finite-Lived Intangible Assets, Net	82		$ 82		95
Acquired finite-lived intangible assets weighted average remaining useful lives (in years)			3 years 7 months 6 days
Estimated amortization expense of finite-lived acquisition-related intangible assets
Finite-Lived Intangible Assets, Net	$ 82		$ 82		$ 95

Fair Value of Financial Instr29

Fair Value of Financial Instruments - Liabilities, Recurring (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Total Carrying Value in Consolidated Balance Sheet
Long-term Debt, including the current portion:
Term Loans	$ 4,594	$ 4,590
Senior Notes	6,215	6,203
Convertible Notes	0	333
Capital Leases and Other	209	207
Total Long-term Debt, including the current portion:	11,018	11,333
Unadjusted Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Long-term Debt, including the current portion:
Term Loans	4,596	4,593
Senior Notes	6,310	6,481
Convertible Notes	0	0
Capital Leases and Other	0	0
Total Long-term Debt, including the current portion:	10,906	11,074
Significant Other Observable Inputs (Level 2)
Long-term Debt, including the current portion:
Term Loans	0	0
Senior Notes	0	0
Convertible Notes	0	868
Capital Leases and Other	209	207
Total Long-term Debt, including the current portion:	$ 209	$ 1,075

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Millions		Jun. 30, 2015	Dec. 31, 2014
Long-term debt
Total Debt Obligations		$ 11,035	$ 11,366
Total Unamortized Discount		(17)	(33)
Carrying Value of Debt		11,018	11,333
Current portion of long-term debt		(17)	(349)
Long-Term Debt, less current portion		11,001	10,984
Senior Secured Term Loan
Long-term debt
Total Debt Obligations	[1]	4,611	4,611
Total Unamortized Discount		(17)	$ (21)
Tranche B-III 2019 Term Loan
Long-term debt
Debt Instrument, Face Amount		$ 815
Tranche B 2020 Term Loan
Long-term debt
Stated interest rate (as a percent)		4.00%
Total Debt Obligations		$ 1,796
Floating Rate Senior Notes due 2018 [Member]
Long-term debt
Stated interest rate (as a percent)		3.914%	3.826%
Total Debt Obligations		$ 300	$ 300
9.375% Senior Notes due 2019
Long-term debt
Total Debt Obligations		0	500
Total Unamortized Discount		0	(6)
8.125% Senior Notes due 2019
Long-term debt
Total Debt Obligations		0	1,200
Total Unamortized Discount		0	(6)
8.875% Senior Notes due 2019
Long-term debt
Total Debt Obligations		0	300
8.625% Senior Notes due 2020
Long-term debt
Total Debt Obligations		900	900
7.0% Senior Notes due 2020
Long-term debt
Total Debt Obligations		775	775
SeniorNotes6Point125PercentDue2021 [Member]
Long-term debt
Total Debt Obligations		640	640
5.37percent Senior Notes Due 2022 [Member]
Long-term debt
Total Debt Obligations		1,000	1,000
Senior Notes 5point75Percent Due 2022 [Member]
Long-term debt
Total Debt Obligations		600	600
Senior Notes 5point 625Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations		500	0
Senior Notes 5point 125Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations		700	0
Senior Notes 5point 375Percent Due 2025 [Member]
Long-term debt
Total Debt Obligations		800	0
7.0% Convertible Senior Notes due 2015
Long-term debt
Total Debt Obligations		0	58
7.0% Convertible Senior Notes due 2015 Series B
Long-term debt
Total Debt Obligations		0	275
Capital Leases
Long-term debt
Total Debt Obligations		209	207
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Long-term debt
Convertible Debt, Fair Value Disclosures		$ 0	$ 868
[1]	* 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.

Long-Term Debt - Textuals (Deta

Long-Term Debt - Textuals (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2015USD ($)days	Jun. 30, 2015USD ($)shares	May. 08, 2015USD ($)	Apr. 28, 2015USD ($)	Jan. 29, 2015USD ($)	Dec. 31, 2014USD ($)	Oct. 31, 2014USD ($)	Jul. 31, 2012USD ($)	Jun. 09, 2011USD ($)	Mar. 04, 2011USD ($)
Long-term debt
Total Debt Obligations	$ 11,035,000,000	$ 11,035,000,000				$ 11,366,000,000
2015 (remaining nine months)	13,000,000	13,000,000
2,016	9,000,000	9,000,000
2,017	8,000,000	8,000,000
2,018	308,000,000	308,000,000
2,019	823,000,000	823,000,000
2,020	3,479,000,000	3,479,000,000
Thereafter	6,395,000,000	6,395,000,000
Senior Notes 5point 125Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations	$ 700,000,000	$ 700,000,000				0
Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)	5.125%	5.125%
Debt Instrument, Face Amount				$ 700,000,000
Senior Notes 5point 625Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations	$ 500,000,000	$ 500,000,000				$ 0
Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing, Inc.
Long-term debt
Debt Issuance Cost	$ 9,000,000
Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)	5.625%	5.625%
Debt Instrument, Face Amount					$ 500,000,000
Tranche B 2022 Term Loans [Member]
Long-term debt
Stated interest rate (as a percent)						4.50%
Tranche B 2022 Term Loans [Member] | Level 3 Financing, Inc.
Long-term debt
Debt Instrument, Face Amount			$ 2,000,000,000
Tranche B 2022 Term Loans [Member] | Level 3 Financing [Member]
Long-term debt
Gains (Losses) on Extinguishment of Debt	$ 27,000,000
Debt Issuance Cost	16,000,000
Debt Instrument, Face Amount							$ 2,000,000,000
Write off of Deferred Debt Issuance Cost	$ 20,000,000
Tranche B 2022 Term Loans [Member] | Level 3 Financing [Member] | London Interbank Offered Rate (LIBOR) [Member]
Long-term debt
Debt Instrument, Description of Variable Rate Basis	LIBOR
Debt Instrument, Basis Spread on Variable Rate	3.50%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	1.00%
TrancheB-II2022TermLoanTotal [Member]
Long-term debt
Stated interest rate (as a percent)	3.50%	3.50%
Tranche B 2020 Term Loan
Long-term debt
Stated interest rate (as a percent)	4.00%	4.00%
Total Debt Obligations	$ 1,796,000,000	$ 1,796,000,000
Tranche B-III 2019 Term Loan
Long-term debt
Debt Instrument, Face Amount	815,000,000	815,000,000
8.875% Senior Notes due 2019
Long-term debt
Total Debt Obligations	0	0				$ 300,000,000
8.875% Senior Notes due 2019 | Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)				8.875%
Gains (Losses) on Extinguishment of Debt	(18,000,000)
Debt Instrument, Face Amount								$ 300,000,000
7.0% Senior Notes due 2020
Long-term debt
Total Debt Obligations	775,000,000	775,000,000				775,000,000
9.375% Senior Notes due 2019
Long-term debt
Gains (Losses) on Extinguishment of Debt	(36,000,000)
Total Debt Obligations	$ 0	$ 0				500,000,000
9.375% Senior Notes due 2019 | Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)	9.375%	9.375%
Debt Instrument, Face Amount										$ 500,000,000
7.0% Convertible Senior Notes due 2015
Long-term debt
Debt Conversion, Original Debt, Amount		$ 333,000,000
Total Debt Obligations	$ 0	$ 0				58,000,000
Debt Conversion, Converted Instrument, Shares Issued | shares		12,000,000
Conversion of Stock, Shares Converted | shares		37
Debt Conversion, Converted Instrument, Amount		$ 1,000
7.0% Convertible Senior Notes due 2015 | Level 3 Communications, Inc.
Long-term debt
Stated interest rate (as a percent)	7.00%	7.00%
Senior Notes 5point 375Percent Due 2025 [Member]
Long-term debt
Total Debt Obligations	$ 800,000,000	$ 800,000,000				0
Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)	5.375%	5.375%
Debt Instrument, Face Amount				$ 800,000,000
Senior Notes 5.125Percent Due 2023 and 5.375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Issuance Cost	$ 25,000,000
8.125% Senior Notes due 2019
Long-term debt
Total Debt Obligations	0	$ 0				$ 1,200,000,000
8.125% Senior Notes due 2019 | Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)				8.125%
Gains (Losses) on Extinguishment of Debt	$ (82,000,000)
Debt Instrument, Face Amount									$ 1,200,000,000
2.0 Billion Tranche B-II 2022 Term Loan [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument, Face Amount			$ 2,000,000,000
Upfront basis point	25
2.0 Billion Tranche B-II 2022 Term Loan [Member] | Level 3 Financing [Member] | London Interbank Offered Rate (LIBOR) [Member]
Long-term debt
Debt Instrument, Description of Variable Rate Basis	LIBOR
Debt Instrument, Basis Spread on Variable Rate	2.75%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	0.75%
Twelve Months Beginning February 1, 2018 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	102.8125%
Twelve Months Beginning May 1, 2018 [Member] | Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	102.5625%
Twelve Months Beginning May1, 2019 [Member] | Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	101.2813%
Twelve Months Beginning February 1, 2019 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	101.4063%
Prior to February 1, 2018 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument, Redemption Period Notice Minimum Number of Days | days	30
Debt Instrument Redemption Period Notice Maximum Number of Days | days	60
Debt Instrument Redemption Period Maximum Following Receipt of Proceeds from Equity Offerings | days	90
Twelve Months Beginning February 1, 2020 [Member] | Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	100.00%
Twelve Months Beginning February 1, 2020 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	102.6875%
Twelve Months Beginning February 1, 2019 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	101.7917%
Twelve Months Beginning May 1, 2022 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	101.8958%
Twelve Months Beginning May 1, 2023 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	100.00%
Twelve Months Beginning February 1, 2020 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	100.00%
Prior to May 1, 2018 [Member] | Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument, Redemption Period Notice Minimum Number of Days | days	30
Debt Instrument Redemption Period Notice Maximum Number of Days | days	60
Debt Instrument Redemption Minimum Gross Proceeds from Private or Public Offering	$ 100,000,000
Debt Instrument, Redemption Price, Percentage	100.00%
Debt Instrument Redemption Price as Percentage of Principal Amount	105.125%
Debt Instrument Redemption Period Maximum Following Receipt of Proceeds from Equity Offerings | days	90
Prior to May 1, 2018 [Member] | Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member] | Maximum [Member]
Long-term debt
Debt Instrument Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal	40.00%
Prior to May 1, 2018 [Member] | Senior Notes 5point 125Percent Due 2023 [Member] | Level 3 Financing [Member] | Minimum [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	60.00%
Prior to May 1, 2018 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument, Redemption Period Notice Minimum Number of Days | days	30
Debt Instrument Redemption Period Notice Maximum Number of Days | days	60
Debt Instrument Redemption Minimum Gross Proceeds from Private or Public Offering	$ 100,000,000
Debt Instrument Redemption Price as Percentage of Principal Amount	105.375%
Debt Instrument Redemption Period Maximum Following Receipt of Proceeds from Equity Offerings | days	90
Prior to May 1, 2018 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member] | Maximum [Member]
Long-term debt
Debt Instrument Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal	40.00%
Prior to May 1, 2018 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member] | Minimum [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	60.00%
Prior to February 1, 2018 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument Redemption Minimum Gross Proceeds from Private or Public Offering	$ 100,000,000
Debt Instrument, Redemption Price, Percentage	100.00%
Debt Instrument Redemption Price as Percentage of Principal Amount	105.625%
Prior to February 1, 2018 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member] | Maximum [Member]
Long-term debt
Debt Instrument Redemption with Net Proceeds from Equity Offerings as Percentage of Original Principal	40.00%
Prior to February 1, 2018 [Member] | Senior Notes 5point 625Percent Due 2023 [Member] | Level 3 Financing [Member] | Minimum [Member]
Long-term debt
Debt Instrument Redemption Price as Percentage of Principal Amount	60.00%
Prior to May 1, 2020 [Member] | Senior Notes 5point 375Percent Due 2025 [Member] | Level 3 Financing [Member]
Long-term debt
Debt Instrument, Redemption Period Notice Minimum Number of Days | days	30
Debt Instrument Redemption Period Notice Maximum Number of Days | days	60
Debt Instrument, Redemption Price, Percentage	100.00%

Accumulated Other Comprehensi32

Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (203)	$ 55	$ (147)	$ 36
Other comprehensive income before reclassifications	(57)	16
Amounts reclassified from accumulated other comprehensive income	1	3
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(168)	85	(111)	67
Other comprehensive income before reclassifications	(57)	18
Amounts reclassified from accumulated other comprehensive income	0	0
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(35)	(30)	$ (36)	$ (31)
Other comprehensive income before reclassifications	0	(2)
Amounts reclassified from accumulated other comprehensive income	$ 1	$ 3

Stock-Based Compensation - Non-

Stock-Based Compensation - Non-cash compensation expense and capitalized non-cash compensation (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Non-cash compensation expense and capitalized non-cash compensation
Nonvested restricted stock and restricted stock units (RSUs)	4		4
OSOs outstanding	1		1
Non-cash compensation expense and capitalized non-cash compensation	$ 27	$ 16	$ 58	$ 26
Outperform Stock Options
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	1	2	3	4
Restricted Stock Units and Shares
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	11	6	22	12
Performance Restricted Stock Units [Member]
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	8	3	13	3
401(k) Match Expense
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	7	5	20	12
Restricted Stock Unit Bonus Grant
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	$ 0	$ 0	$ 0	$ (5)

Segment Information (Details)

Segment Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]
Assets	$ 20,884		$ 20,884		$ 20,947
Payments to Acquire Productive Assets	317	$ 241	571	$ 404
Adjusted EBITDA by Segment	665	459	1,300	917
Revenue	2,061	1,625	4,114	3,234
Income Tax Expense	(18)	(12)	(23)	(19)
Other Expenses	(345)	(193)	(534)	(338)
Depreciation, Depletion and Amortization	(288)	(187)	(576)	(371)
Share-based Compensation	(27)	(16)	(58)	(26)
Net Income (Loss) Available to Common Stockholders, Basic	(13)	51	109	163
Corporate and Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Assets	268		268		284
Payments to Acquire Productive Assets	35	64	66	83
Adjusted EBITDA by Segment	(238)	(167)	(479)	(333)
North America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Assets	16,294		16,294		16,242
Payments to Acquire Productive Assets	191	105	358	202
Adjusted EBITDA by Segment	767	480	1,507	968
Europe [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Assets	1,890		1,890		1,970
Payments to Acquire Productive Assets	45	29	73	48
Adjusted EBITDA by Segment	57	56	113	110
Latin America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Assets	2,432		2,432		$ 2,451
Payments to Acquire Productive Assets	46	43	74	71
Adjusted EBITDA by Segment	79	90	159	172
Core Network Service [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	1,941	1,479	3,868	2,936
Core Network Service [Member] | North America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	1,551	1,051	3,086	2,094
Core Network Service [Member] | Europe [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	204	229	411	454
Core Network Service [Member] | Latin America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	186	199	371	388
Wholesale Voice Services and Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	120	146	246	298
Wholesale Voice Services and Other [Member] | North America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	115	137	233	282
Wholesale Voice Services and Other [Member] | Europe [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	3	5	7	10
Wholesale Voice Services and Other [Member] | Latin America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 2	$ 4	$ 6	$ 6

Commitments, Contingencies an35

Commitments, Contingencies and Other Items - Lawsuits (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2015
Loss Contingencies
Estimated Litigation Liability			$ 165
Peruvian Tax Litigation | Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim			51
Peruvian Tax Litigation, Before Interest | Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim			26
Peruvian Tax Litigation, Income Tax witholding 2001 and 2002 | Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim			3
Peruvian Tax Litigation, VAT for 2001 and 2002 | Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim			7
Peruvian Tax Litigation, Disallowance of VAT in 2005 | Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim			16
Employee Severance and Contractor Termination Disputes | Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim			45
up to | Brazilian Tax Claims | Pending Litigation
Loss Contingencies
Loss Contingency, Range of Possible Loss, Portion Not Accrued			$ 51
Brazilian Tax Reserve Release [Member] | Brazilian Tax Claims | Pending Litigation
Loss Contingencies
Loss Contingency Accrual, Period Increase (Decrease)	$ 3	$ 6
Loss Contingency Accrual, Payments	$ 5

Commitments, Contingencies an36

Commitments, Contingencies and Other Items - Other Commitments (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Amount outstanding under letters of credit or other similar obligations	$ 48	$ 28
Collateralized by cash, that is reflected on the consolidated balance sheets as restricted cash	$ 44	$ 23

Condensed Consolidating Finan37

Condensed Consolidating Financial Information - Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidating Financial Information
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 (Loss)	350	256	666	520
Other Income (Expense):
Interest Income	0	0	1	0
Interest expense	(165)	(149)	(345)	(300)
Interest income (expense) affiliates, net	0	0	0	0
Equity in net earnings (losses) of subsidiaries	0	0	0	0
Other, net	(180)	(44)	(190)	(38)
Total Other Expense	(345)	(193)	(534)	(338)
Income (Loss) before Income Taxes	5	63	132	182
Income Tax Expense	(18)	(12)	(23)	(19)
Net Income (Loss)	(13)	51	109	163
Other Comprehensive Income (Loss), Net of Income Taxes	85	13	(56)	19
Comprehensive Income (Loss)	72	64	53	182
Level 3 Communications, Inc.
Condensed Consolidating Financial Information
Revenue	0	0	0	0
Costs and Expenses:
Network Access Costs	0	0	0	0
Network Related Expenses	0	0	0	0
Depreciation and Amortization	0	0	0	0
Selling, General and Administrative Expenses	1	1	2	1
Total Costs and Expenses	1	1	2	1
Operating Income (Loss)	(1)	(1)	(2)	(1)
Other Income (Expense):
Interest Income	0		0
Interest expense	(14)	(34)	(33)	(68)
Interest income (expense) affiliates, net	331	303	664	591
Equity in net earnings (losses) of subsidiaries	(311)	(217)	(502)	(359)
Other, net	(18)	0	(18)	0
Total Other Expense	(12)	52	111	164
Income (Loss) before Income Taxes	(13)	51	109	163
Income Tax Expense	0	0	0	0
Net Income (Loss)	(13)	51	109	163
Other Comprehensive Income (Loss), Net of Income Taxes	85	13	(56)	19
Comprehensive Income (Loss)	72	64	53	182
Level 3 Financing, Inc.
Condensed Consolidating Financial Information
Revenue	0	0	0	0
Costs and Expenses:
Network Access Costs	0	0	0	0
Network Related Expenses	0	0	0	0
Depreciation and Amortization	0	0	0	0
Selling, General and Administrative Expenses	0	1	0	1
Total Costs and Expenses	0	1	0	1
Operating Income (Loss)	0	(1)	0	(1)
Other Income (Expense):
Interest Income	0		0
Interest expense	(146)	(113)	(301)	(225)
Interest income (expense) affiliates, net	496	459	997	918
Equity in net earnings (losses) of subsidiaries	(516)	(561)	(1,052)	(1,049)
Other, net	(145)	0	(145)	0
Total Other Expense	(311)	(215)	(501)	(356)
Income (Loss) before Income Taxes	(311)	(216)	(501)	(357)
Income Tax Expense	0	(1)	(1)	(2)
Net Income (Loss)	(311)	(217)	(502)	(359)
Other Comprehensive Income (Loss), Net of Income Taxes	0	0	0	0
Comprehensive Income (Loss)	(311)	(217)	(502)	(359)
Level 3 Communications, LLC
Condensed Consolidating Financial Information
Revenue	830	760	1,648	1,497
Costs and Expenses:
Network Access Costs	299	288	619	578
Network Related Expenses	231	190	461	372
Depreciation and Amortization	75	69	149	139
Selling, General and Administrative Expenses	268	181	515	324
Total Costs and Expenses	873	728	1,744	1,413
Operating Income (Loss)	(43)	32	(96)	84
Other Income (Expense):
Interest Income	0		0
Interest expense	(1)	1	(2)	0
Interest income (expense) affiliates, net	(769)	(727)	(1,535)	(1,439)
Equity in net earnings (losses) of subsidiaries	0	162	177	340
Other, net	(3)	1	(1)	4
Total Other Expense	(773)	(563)	(1,361)	(1,095)
Income (Loss) before Income Taxes	(816)	(531)	(1,457)	(1,011)
Income Tax Expense	0	0	0	(1)
Net Income (Loss)	(816)	(531)	(1,457)	(1,012)
Other Comprehensive Income (Loss), Net of Income Taxes	0	0	0	0
Comprehensive Income (Loss)	(816)	(531)	(1,457)	(1,012)
Other Non-Guarantor Subsidiaries
Condensed Consolidating Financial Information
Revenue	1,276	918	2,563	1,849
Costs and Expenses:
Network Access Costs	442	378	897	761
Network Related Expenses	132	112	258	222
Depreciation and Amortization	213	118	427	232
Selling, General and Administrative Expenses	95	84	217	196
Total Costs and Expenses	882	692	1,799	1,411
Operating Income (Loss)	394	226	764	438
Other Income (Expense):
Interest Income	0		1
Interest expense	(4)	(3)	(9)	(7)
Interest income (expense) affiliates, net	(58)	(35)	(126)	(70)
Equity in net earnings (losses) of subsidiaries	0	0	0	0
Other, net	(14)	(45)	(26)	(42)
Total Other Expense	(76)	(83)	(160)	(119)
Income (Loss) before Income Taxes	318	143	604	319
Income Tax Expense	(18)	(11)	(22)	(16)
Net Income (Loss)	300	132	582	303
Other Comprehensive Income (Loss), Net of Income Taxes	197	13	56	19
Comprehensive Income (Loss)	497	145	638	322
Eliminations
Condensed Consolidating Financial Information
Revenue	(45)	(53)	(97)	(112)
Costs and Expenses:
Network Access Costs	(45)	(53)	(97)	(112)
Network Related Expenses	0	0	0	0
Depreciation and Amortization	0	0	0	0
Selling, General and Administrative Expenses	0	0	0	0
Total Costs and Expenses	(45)	(53)	(97)	(112)
Operating Income (Loss)	0	0	0	0
Other Income (Expense):
Interest Income	0		0
Interest expense	0	0	0	0
Interest income (expense) affiliates, net	0	0	0	0
Equity in net earnings (losses) of subsidiaries	827	616	1,377	1,068
Other, net	0	0	0	0
Total Other Expense	827	616	1,377	1,068
Income (Loss) before Income Taxes	827	616	1,377	1,068
Income Tax Expense	0	0	0	0
Net Income (Loss)	827	616	1,377	1,068
Other Comprehensive Income (Loss), Net of Income Taxes	(197)	(13)	(56)	(19)
Comprehensive Income (Loss)	$ 630	$ 603	$ 1,321	$ 1,049

Condensed Consolidating Finan38

Condensed Consolidating Financial Information - Balance Sheets (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 549	$ 580	$ 637	$ 631
Restricted cash and securities	8	7
Receivables, less allowances for doubtful accounts	756	737
Due from affiliates	0	0
Other	190	165
Total Current Assets	1,503	1,489
Property, Plant and Equipment, net	9,900	9,860
Restricted Cash and Securities	43	20
Goodwill and Other Intangibles Assets, net	8,987	9,103
Investment in Subsidiaries	0	0
Other Assets, net	451	475
Total Assets	20,884	20,947
Liabilities and Stockholders' Equity:
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
Due to affiliates	0	0
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
Commitments and Contingencies
Stockholders' Equity (Deficit)	$ 6,817	$ 6,363
Total Liabilities and Stockholders’ Equity (Deficit)	20,884	20,947
Level 3 Communications, Inc.
Current Assets:
Cash and cash equivalents	13	7	8	8
Restricted cash and securities	0	0
Receivables, less allowances for doubtful accounts	0	0
Due from affiliates	14,988	14,522
Other	1	2
Total Current Assets	15,002	14,531
Property, Plant and Equipment, net	0	0
Restricted Cash and Securities	27	3
Goodwill and Other Intangibles Assets, net	0	0
Investment in Subsidiaries	16,716	16,686
Other Assets, net	21	28
Total Assets	31,766	31,248
Liabilities and Stockholders' Equity:
Accounts payable	0	0
Current portion of long-term debt	0	333
Accrued payroll and employee benefits	0	0
Accrued interest	11	12
Current portion of deferred revenue	0	0
Due to affiliates	0	0
Other	0	0
Total Current Liabilities	11	345
Long-Term Debt, less current portion	600	900
Deferred Revenue, less current portion	0	0
Other Liabilities	$ 15	$ 16
Commitments and Contingencies
Stockholders' Equity (Deficit)	$ 31,140	$ 29,987
Total Liabilities and Stockholders’ Equity (Deficit)	31,766	31,248
Level 3 Financing, Inc.
Current Assets:
Cash and cash equivalents	5	5	6	6
Restricted cash and securities	0	0
Receivables, less allowances for doubtful accounts	0	0
Due from affiliates	22,096	21,270
Other	18	21
Total Current Assets	22,119	21,296
Property, Plant and Equipment, net	0	0
Restricted Cash and Securities	0	0
Goodwill and Other Intangibles Assets, net	0	0
Investment in Subsidiaries	14,580	14,777
Other Assets, net	124	129
Total Assets	36,823	36,202
Liabilities and Stockholders' Equity:
Accounts payable	2	0
Current portion of long-term debt	0	0
Accrued payroll and employee benefits	0	0
Accrued interest	108	158
Current portion of deferred revenue	0	0
Due to affiliates	0	0
Other	1	2
Total Current Liabilities	111	160
Long-Term Debt, less current portion	10,209	9,893
Deferred Revenue, less current portion	0	0
Other Liabilities	$ 24	$ 24
Commitments and Contingencies
Stockholders' Equity (Deficit)	$ 26,479	$ 26,125
Total Liabilities and Stockholders’ Equity (Deficit)	36,823	36,202
Level 3 Communications, LLC
Current Assets:
Cash and cash equivalents	289	307	414	347
Restricted cash and securities	1	1
Receivables, less allowances for doubtful accounts	32	34
Due from affiliates	0	0
Other	77	45
Total Current Assets	399	387
Property, Plant and Equipment, net	3,235	3,152
Restricted Cash and Securities	15	16
Goodwill and Other Intangibles Assets, net	368	373
Investment in Subsidiaries	3,724	3,729
Other Assets, net	11	9
Total Assets	7,752	7,666
Liabilities and Stockholders' Equity:
Accounts payable	219	215
Current portion of long-term debt	3	3
Accrued payroll and employee benefits	165	174
Accrued interest	0	0
Current portion of deferred revenue	106	118
Due to affiliates	35,781	34,401
Other	86	62
Total Current Liabilities	36,360	34,973
Long-Term Debt, less current portion	16	16
Deferred Revenue, less current portion	595	617
Other Liabilities	$ 125	$ 125
Commitments and Contingencies
Stockholders' Equity (Deficit)	$ (29,344)	$ (28,065)
Total Liabilities and Stockholders’ Equity (Deficit)	7,752	7,666
Other Non-Guarantor Subsidiaries
Current Assets:
Cash and cash equivalents	242	261	209	270
Restricted cash and securities	7	6
Receivables, less allowances for doubtful accounts	724	703
Due from affiliates	0	0
Other	94	97
Total Current Assets	1,067	1,067
Property, Plant and Equipment, net	6,665	6,708
Restricted Cash and Securities	1	1
Goodwill and Other Intangibles Assets, net	8,619	8,730
Investment in Subsidiaries	0	0
Other Assets, net	295	309
Total Assets	16,647	16,815
Liabilities and Stockholders' Equity:
Accounts payable	416	449
Current portion of long-term debt	14	13
Accrued payroll and employee benefits	37	99
Accrued interest	6	4
Current portion of deferred revenue	174	169
Due to affiliates	1,303	1,391
Other	92	103
Total Current Liabilities	2,042	2,228
Long-Term Debt, less current portion	176	175
Deferred Revenue, less current portion	297	304
Other Liabilities	$ 570	$ 600
Commitments and Contingencies
Stockholders' Equity (Deficit)	$ 13,562	$ 13,508
Total Liabilities and Stockholders’ Equity (Deficit)	16,647	16,815
Eliminations
Current Assets:
Cash and cash equivalents	0	0	$ 0	$ 0
Restricted cash and securities	0	0
Receivables, less allowances for doubtful accounts	0	0
Due from affiliates	(37,084)	(35,792)
Other	0	0
Total Current Assets	(37,084)	(35,792)
Property, Plant and Equipment, net	0	0
Restricted Cash and Securities	0	0
Goodwill and Other Intangibles Assets, net	0	0
Investment in Subsidiaries	(35,020)	(35,192)
Other Assets, net	0	0
Total Assets	(72,104)	(70,984)
Liabilities and Stockholders' Equity:
Accounts payable	0	0
Current portion of long-term debt	0	0
Accrued payroll and employee benefits	0	0
Accrued interest	0	0
Current portion of deferred revenue	0	0
Due to affiliates	(37,084)	(35,792)
Other	0	0
Total Current Liabilities	(37,084)	(35,792)
Long-Term Debt, less current portion	0	0
Deferred Revenue, less current portion	0	0
Other Liabilities	$ 0	$ 0
Commitments and Contingencies
Stockholders' Equity (Deficit)	$ (35,020)	$ (35,192)
Total Liabilities and Stockholders’ Equity (Deficit)	$ (72,104)	$ (70,984)

Condensed Consolidating Finan39

Condensed Consolidating Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities			$ 724	$ 444
Cash Flows from Investing Activities:
Capital expenditures	$ (317)	$ (241)	(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 Provided by (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 portions and refinancing costs			(4,098)	(6)
Increase (decrease) due from-to affiliates, net			0	0
Net Cash Provided by (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	549	637
Level 3 Communications, Inc.
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities			(21)	(66)
Cash Flows from Investing Activities:
Capital expenditures			0	0
(Increase) decrease in restricted cash and securities, net			(25)	0
Proceeds from sale of property, plant, and equipment and other assets			0
Net Cash Provided by (Used in) Investing Activities			(25)	0
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs			0
Payments on and repurchases of long-term debt, including current portions and refinancing costs			(313)	0
Increase (decrease) due from-to affiliates, net			365	66
Net Cash Provided by (Used in) Financing Activities			52	66
Effect of Exchange Rates on Cash and Cash Equivalents			0	0
Net Change in Cash and Cash Equivalents			6	0
Cash and Cash Equivalents at Beginning of Period			7	8
Cash and Cash Equivalents at End of Period	13	8	13	8
Level 3 Financing, Inc.
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities			(339)	(222)
Cash Flows from Investing Activities:
Capital expenditures			0	0
(Increase) decrease in restricted cash and securities, net			0	0
Proceeds from sale of property, plant, and equipment and other assets			0
Net Cash Provided by (Used in) Investing Activities			0	0
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 portions and refinancing costs			(3,780)	0
Increase (decrease) due from-to affiliates, net			171	222
Net Cash Provided by (Used in) Financing Activities			339	222
Effect of Exchange Rates on Cash and Cash Equivalents			0	0
Net Change in Cash and Cash Equivalents			0	0
Cash and Cash Equivalents at Beginning of Period			5	6
Cash and Cash Equivalents at End of Period	5	6	5	6
Level 3 Communications, LLC
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities			(22)	370
Cash Flows from Investing Activities:
Capital expenditures			(188)	(192)
(Increase) decrease in restricted cash and securities, net			1	0
Proceeds from sale of property, plant, and equipment and other assets			0
Net Cash Provided by (Used in) Investing Activities			(187)	(192)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs			0
Payments on and repurchases of long-term debt, including current portions and refinancing costs			0	0
Increase (decrease) due from-to affiliates, net			191	(111)
Net Cash Provided by (Used in) Financing Activities			191	(111)
Effect of Exchange Rates on Cash and Cash Equivalents			0	0
Net Change in Cash and Cash Equivalents			(18)	67
Cash and Cash Equivalents at Beginning of Period			307	347
Cash and Cash Equivalents at End of Period	289	414	289	414
Other Non-Guarantor Subsidiaries
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities			1,106	362
Cash Flows from Investing Activities:
Capital expenditures			(383)	(212)
(Increase) decrease in restricted cash and securities, net			0	2
Proceeds from sale of property, plant, and equipment and other assets			2
Net Cash Provided by (Used in) Investing Activities			(381)	(210)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs			0
Payments on and repurchases of long-term debt, including current portions and refinancing costs			(5)	(6)
Increase (decrease) due from-to affiliates, net			(727)	(177)
Net Cash Provided by (Used in) Financing Activities			(732)	(183)
Effect of Exchange Rates on Cash and Cash Equivalents			(12)	(30)
Net Change in Cash and Cash Equivalents			(19)	(61)
Cash and Cash Equivalents at Beginning of Period			261	270
Cash and Cash Equivalents at End of Period	242	209	242	209
Eliminations
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities			0	0
Cash Flows from Investing Activities:
Capital expenditures			0	0
(Increase) decrease in restricted cash and securities, net			0	0
Proceeds from sale of property, plant, and equipment and other assets			0
Net Cash Provided by (Used in) Investing Activities			0	0
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs			0
Payments on and repurchases of long-term debt, including current portions and refinancing costs			0	0
Increase (decrease) due from-to affiliates, net			0	0
Net Cash Provided by (Used in) Financing Activities			0	0
Effect of Exchange Rates on Cash and Cash Equivalents			0	0
Net Change in Cash and Cash Equivalents			0	0
Cash and Cash Equivalents at Beginning of Period			0	0
Cash and Cash Equivalents at End of Period	$ 0	$ 0	$ 0	$ 0