Level 3 Parent (LVLT) 10-Q5 May 172017 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information Document - shares	3 Months Ended
Document and Entity Information Document - shares	Mar. 31, 2017	May 03, 2017
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	Mar. 31, 2017
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		361,387,369
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Consolidated Statements of Inco

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenue	$ 2,048	$ 2,051
Costs and Expenses:
Network access costs	691	694
Network related expenses	336	338
Depreciation and amortization	320	301
Selling, general and administrative Expenses	364	356
Total Costs and Expenses	1,711	1,689
Operating Income	337	362
Other Income (Expense):
Interest income	2	1
Interest expense	(134)	(135)
Loss on modification and extinguishment of Debt	(44)	0
Other, net	4	(10)
Total Other Expense	(172)	(144)
Income Before Income Taxes	165	218
Income Tax Expense	(70)	(90)
Net Income	$ 95	$ 128
Basic Earnings per Common Share
Net Income Per Share	$ 0.26	$ 0.36
Weighted-Average Shares Outstanding (in thousands)	361,461	356,785
Diluted Earnings per Common Share
Net Income Per Share	$ 0.26	$ 0.36
Weighted-Average Shares Outstanding (in thousands)	364,121	360,745

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net Income	$ 95	$ 128
Other Comprehensive Income, net of Tax:
Foreign currency translation adjustments, net of tax effect of ($8) and $8	20	48
Defined benefit pension plan adjustments, net of tax effect of $0 and ($2)	1	(3)
Other Comprehensive Income, net of Tax	21	45
Comprehensive Income	$ 116	$ 173

Comprehensive Income Parentheti

Comprehensive Income Parenthetical (Parentheticals) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Comprehensive Income Parenthetical [Abstract]
Foreign currency translation adjustments, tax effect	$ (8)	$ 8
Defined benefit pension plan adjustments, tax effect	$ 0	$ (2)

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Assets:
Cash and cash equivalents	$ 1,947	$ 1,819
Restricted cash and securities	7	7
Receivables, less allowances for doubtful accounts of $30 and $29, respectively	712	712
Other	141	115
Total Current Assets	2,807	2,653
Property, Plant and Equipment, net of accumulated depreciation of $11,534 and $11,249, respectively	10,285	10,139
Restricted Cash and Securities	31	31
Goodwill	7,731	7,729
Other Intangibles, net	861	915
Deferred Tax Assets	3,305	3,370
Other Assets, net	51	51
Total Assets	25,071	24,888
Liabilities and Stockholders' Equity:
Accounts payable	750	706
Current portion of long-term debt	307	7
Accrued payroll and employee benefits	148	195
Accrued interest	101	129
Current portion of deferred revenue	275	266
Other	153	168
Total Current Liabilities	1,734	1,471
Long-Term Debt, less current portion	10,581	10,877
Deferred Revenue, less current portion	1,044	1,001
Other Liabilities	631	622
Total Liabilities	13,990	13,971
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; 360,856,279 issued and outstanding at March 31, 2017 and 360,021,098 issued and outstanding at December 31, 2016	4	4
Additional paid-in capital	19,848	19,800
Accumulated other comprehensive loss	(366)	(387)
Accumulated deficit	(8,405)	(8,500)
Total Stockholders’ Equity	11,081	10,917
Total Liabilities and Stockholders’ Equity	$ 25,071	$ 24,888

Consolidated Balance Sheets Par

Consolidated Balance Sheets Parentheticals (Parentheticals) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 30	$ 29
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 11,534	$ 11,249
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 (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	433,333,333	433,333,333
Common stock, shares issued	360,856,279	360,021,098
Common stock, shares outstanding	360,856,279	360,021,098

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities:
Net Income	$ 95	$ 128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	320	301
Non-cash compensation expense attributable to stock awards	48	47
Loss on modification and extinguishment of debt	44	0
Accretion of debt discount and amortization of debt issuance costs	5	5
Accrued interest on long-term debt, net	(28)	23
Deferred income taxes	62	81
Other, net	(5)	(9)
Changes in working capital items:
Receivables	6	(44)
Other current assets	(32)	(35)
Accounts payable	42	48
Deferred revenue	50	46
Other current liabilities	(68)	(81)
Net Cash Provided by Operating Activities	539	510
Cash Flows from Investing Activities:
Capital expenditures	(368)	(297)
Change in restricted cash and securities, net	0	(828)
Net Cash Used in Investing Activities	(368)	(1,125)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	4,569	765
Payments on and repurchases of long-term debt and capital leases	(4,613)	(1)
Net Cash (Used in) Provided by Financing Activities	(44)	764
Effect of Exchange Rates on Cash and Cash Equivalents	1	1
Net Change in Cash and Cash Equivalents	128	150
Cash and Cash Equivalents at Beginning of Period	1,819	854
Cash and Cash Equivalents at End of Period	1,947	1,004
Supplemental Disclosure of Cash Flow Information:
Cash interest paid	153	112
Income taxes paid, net of refunds	$ 10	$ 7

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies (Notes)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Organization and Summary of Significant Accounting Policies	(1) Organization and Summary of Significant Accounting Policies Description of Business Level 3 Communications, Inc. and subsidiaries is a facilities-based provider (that is, a provider that owns or leases a substantial portion of the plant, property and equipment necessary to provide our services) of a broad range of integrated communications services. We created our communications network by constructing our own assets and through a combination of purchasing other companies and purchasing or leasing facilities from others. Our network is an international, facilities-based communications network. We designed our network to provide communications services that employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies. On October 31, 2016, we entered into an agreement and plan of merger (the "Merger Agreement") with CenturyLink, Inc., a Louisiana corporation ("CenturyLink"), Wildcat Merger Sub 1 LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink ("Merger Sub 1"), and WWG Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink ("Merger Sub 2"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, we will be acquired by CenturyLink in a cash and stock transaction, including the assumption of our debt (the "CenturyLink Merger"). See Note 2 - CenturyLink Merger . Principles of Consolidation and Basis of Presentation The consolidated financial statements include our and our subsidiaries' accounts in which we have 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 our consolidation policy, we consider our controlled subsidiaries, investments in businesses in which we are not the primary beneficiary or do not have effective control but have the ability to significantly influence operating and financial policies, and variable interests resulting from economic arrangements that give us rights to economic risks or rewards of a legal entity. We do not have variable interests in a variable interest entity where we are required to consolidate the entity as the primary beneficiary. Due to exchange restrictions and other conditions, effective at the end of the third quarter of 2015 we deconsolidated our Venezuelan subsidiary and began accounting for our investment in our Venezuelan subsidiary using the cost method of accounting. The factors that led to our conclusions at the end of the third quarter of 2015 continued to exist through the end of the first quarter of 2017. The accompanying Consolidated Balance Sheet as of December 31, 2016 , which was derived from audited Consolidated Financial Statements, and the unaudited interim Consolidated Financial Statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 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 our audited Consolidated Financial Statements and notes thereto included in our Form 10-K for the year ended December 31, 2016 . In the opinion of our 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 February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), which requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. This ASU will replace most existing leasing guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early application is permitted. The standard requires the use of a modified retrospective transition method. We are evaluating the effect that ASU 2016-02 will have on our Consolidated Financial Statements and related disclosures, and expect the new guidance to significantly increase the reported assets and liabilities on our Consolidated Balance Sheets. In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers , which amended the existing accounting standards for revenue recognition and requires an entity to recognize the amount of revenue it expects to be entitled to for the transfer of promised goods or services to customers. The ASU and subsequent amendments have been codified as ASC 606, Revenue from Contracts with Customers (“ASC 606”). 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 adoption. We will not adopt ASC 606 early. We are performing a comprehensive analysis of our revenue streams and contractual arrangements to identify the effects of ASC 606 on our consolidated financial statements and are developing new accounting and reporting policies, business and internal control processes and procedures to facilitate adoption of the standard. Because we currently have service contracts that contain a significant financing component that are not currently separately accounted for, we will be required to estimate and record incremental revenue and interest cost associated with these contractual terms. In addition, we will be required to capitalize, and subsequently amortize, commission costs associated with obtaining or fulfilling our customer contracts, which we do not currently defer and amortize. We will also have to comply with new revenue disclosure requirements. We are continuing to review and evaluate underlying contract information that will be used to support new accounting and disclosure requirements under ASC 606 and evaluate other matters that may result from adoption of the standard. We have not yet selected a transition method, as our method of transition may be affected by the CenturyLink Merger, which we expect will be completed in the third quarter of 2017, and subsequent integration activities completed prior to the January 1, 2018 ASC 606 adoption date.

CenturyLink Merger (Notes)

CenturyLink Merger (Notes)	3 Months Ended
CenturyLink Merger (Notes)	Mar. 31, 2017
Business Combinations [Abstract]
CenturyLink Merger	(2) CenturyLink Merger On October 31, 2016 , we entered into an agreement and plan of merger with CenturyLink, Inc., a Louisiana corporation, Wildcat Merger Sub 1 LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink, and WWG Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink, pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, we will be acquired by CenturyLink in a cash and stock transaction, including the assumption of our debt. Under the Merger Agreement, at the effective time of the merger of Merger Sub 1 with and into us (the "Initial Merger"), (i) each issued and outstanding share of our common stock, will be converted into 1.4286 shares (the "Stock Consideration") of CenturyLink's common stock par value $1.00 per share and (ii) the right to receive $26.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"). In addition, the Merger Agreement provides that at the effective time of the CenturyLink Merger, each issued and outstanding restricted stock unit award granted prior to April 1, 2014 and each restricted stock unit award granted to a non-employee member of our Board of Directors will be exchanged for the Merger Consideration. Further, at the effective time of the CenturyLink Merger, each issued and outstanding restricted stock unit award granted on or after April 1, 2014, other than those granted to non-employee members of our Board of Directors, will be assumed and converted automatically into a restricted stock unit award of CenturyLink common stock that will be subject to the same service-based vesting conditions as applicable to such awards prior to the transaction (but not any performance-based vesting conditions, which will be deemed satisfied based on forecasted and adjusted results through the closing of the transaction (as determined by Compensation Committee of our Board of Directors)). The CenturyLink Merger is subject to the receipt of certain regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, review by the U.S. Federal Communications Commission, certain state regulatory approvals and other customary closing conditions. The transaction has received approval of CenturyLink's shareholders and our stockholders.

Earnings Per Share (Notes)

Earnings Per Share (Notes)	3 Months Ended
Earnings Per Share (Notes)	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings Per Share	(3) Earnings Per Share We compute basic earnings per share by dividing net income 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 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 exercise of stock-based compensation awards. The effects of approximately 3 million total restricted stock units ("RSUs"), and performance restricted stock units ("PRSUs") outstanding at March 31, 2017 have been included in the computation of diluted earnings per share for the three months ended March 31, 2017 . Less than 1 million of PRSUs granted in 2016 were excluded from the computation of diluted earnings per share for the three months ended March 31, 2017 , as they were contingently issuable and no shares would have been issued if these periods were the end of the contingency period. The effect of approximately 4 million total outperform stock appreciation rights ("OSOs"), RSUs and PRSUs outstanding at March 31, 2016 was included in the computation of diluted earnings per share for the three months ended March 31, 2016 .

Other Intangible Assets (Notes)

Other Intangible Assets (Notes)	3 Months Ended
Other Intangible Assets (Notes)	Mar. 31, 2017
Acquired Intangible Assets Disclosure [Abstract]
Acquired Intangible Assets	(4) Other Intangible Assets Other intangible assets as of March 31, 2017 and December 31, 2016 were as follows (dollars in millions): Gross Carrying Amount Accumulated Amortization Net March 31, 2017 Finite-Lived Intangible Assets: Customer Contracts and Relationships $ 1,972 $ (1,159 ) $ 813 Trademarks 55 (55 ) — Patents and Developed Technology 227 (194 ) 33 2,254 (1,408 ) 846 Indefinite-Lived Intangible Assets: Trade Name 15 — 15 $ 2,269 $ (1,408 ) $ 861 December 31, 2016 Finite-Lived Intangible Assets: Customer Contracts and Relationships $ 1,973 $ (1,113 ) $ 860 Trademarks 55 (55 ) — Patents and Developed Technology 229 (189 ) 40 2,257 (1,357 ) 900 Indefinite-Lived Intangible Assets: Trade Name 15 — 15 $ 2,272 $ (1,357 ) $ 915 Finite-lived intangible asset amortization expense was $52 million for the three months ended March 31, 2017 and $53 million for three months ended March 31, 2016 . At March 31, 2017 , the weighted average remaining useful lives of our finite-lived intangible assets was 4.6 in total; 4.7 for customer contracts and relationships, and 2.3 for patents and developed technology. As of March 31, 2017 , estimated amortization expense for our finite-lived intangible assets over the next five years is as follows (dollars in millions): 2017 (remaining nine months) $ 147 2018 190 2019 179 2020 166 2021 143 2022 21 Thereafter — $ 846

Fair Value of Financial Instrum

Fair Value of Financial Instruments (Notes)	3 Months Ended
Fair Value of Financial Instruments (Notes)	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	(5) Fair Value of Financial Instruments Our 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 March 31, 2017 and December 31, 2016 . 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, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as interest and foreign exchange rates, transfer restrictions, and risk of nonperformance. 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. We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the fair value hierarchy during each of the three months ended March 31, 2017 and March 31, 2016 . The table below presents the fair values for our long-term debt as well as the input levels used to determine these fair values as of March 31, 2017 and December 31, 2016 : 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) March 31, December 31, March 31, December 31, March 31, December 31, Liabilities Not Recorded at Fair Value in the Financial Statements: Long-term Debt, including the current portion: Term Loans $ 4,567 $ 4,566 $ 4,616 $ 4,671 $ — $ — Senior Notes 6,138 6,135 6,367 6,283 — — Capital Leases and Other 183 183 — — 183 183 Total Long-term Debt, including the current portion $ 10,888 $ 10,884 $ 10,983 $ 10,954 $ 183 $ 183 We do 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 and $4.7 billion at March 31, 2017 and December 31, 2016 , respectively. The fair value of each loan is based on quoted prices. Each loan tranche is actively traded. For additional information on the refinancing of the Term Loans, see Note 6 - Long-Term Debt. Senior Notes The fair value of the Senior Notes referenced above was approximately $6.4 billion at March 31, 2017 and $6.3 billion at December 31, 2016 , respectively, based on quoted prices for identical terms and maturities. Each series of notes is actively traded. Capital Leases The fair value of our capital leases is 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)	3 Months Ended
Long-Term Debt (Notes)	Mar. 31, 2017
Debt Disclosure [Abstract]
Long-term Debt	(6) Long-Term Debt The following table summarizes our long-term debt (amounts in millions): Date of March 31, 2017 December 31, 2016 Issuance/Amendment Maturity Interest Payments Interest Rate Amount Amount Senior Secured Term Loans: Borrowed by Level 3 Financing, Inc. Tranche B-III 2019 Term Loan (1)(4) Aug 2013 — Quarterly LIBOR +3.00% $ — $ 815 Tranche B 2020 Term Loan (1)(4) Oct 2013 — Quarterly LIBOR +3.00% — 1,796 Tranche B-II 2022 Term Loan (1)(4) May 2015 — Quarterly LIBOR +2.75% — 2,000 Tranche B 2024 Term Loan (1)(4) Feb 2017 Feb 2024 Quarterly LIBOR +2.25% 4,611 — Senior Notes: Issued by Level 3 Financing, Inc. Floating Rate Senior Notes due 2018 (2)(4) Nov 2013 Jan 2018 May/Nov 6-Month LIBOR +3.50% 300 300 6.125% Senior Notes due 2021 (2) Nov 2013 Jan 2021 Apr/Oct 6.125% 640 640 5.375% Senior Notes due 2022 (2) Aug 2014 Aug 2022 May/Nov 5.375% 1,000 1,000 5.625% Senior Notes due 2023 (2) Jan 2015 Feb 2023 Jun/Dec 5.625% 500 500 5.125% Senior Notes due 2023 (2) Apr 2015 May 2023 Mar/Sept 5.125% 700 700 5.375% Senior Notes due 2025 (2) Apr 2015 May 2025 Mar/Sept 5.375% 800 800 5.375% Senior Notes due 2024 (2) Nov 2015 Jan 2024 Jan/Jul 5.375% 900 900 5.25% Senior Notes due 2026 (2) Mar 2016 Mar 2026 Apr/Oct 5.250% 775 775 Issued by Level 3 Communications, Inc. 5.75% Senior Notes due 2022 (3) Dec 2014 Dec 2022 Mar/Sept 5.750% 600 600 Capital Leases and Other Debt 183 183 Total Debt Obligations 11,009 11,009 Unamortized discounts — (13 ) Unamortized debt issuance costs (121 ) (112 ) Current Portion (307 ) (7 ) Total Long-Term Debt $ 10,581 $ 10,877 (1) The term loans are secured obligations and guaranteed by Level 3 Communications, Inc. and Level 3 Communications, LLC and certain other subsidiaries. (2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Communications, Inc. and Level 3 Communications, LLC. (3) The notes were not guaranteed by any of Level 3 Communications, Inc.'s subsidiaries. (4) The Tranche B 2024 Term Loan had an interest rate of 3.227% as of March 31, 2017 . The term loans may select from several LIBO rates, including 1 month and 2 month rates. As such, payments may be monthly but no less than quarterly. All other term loans were refinanced on February 22, 2017 as described below. The Tranche B-III 2019 Term Loan and the Tranche B 2020 Term Loan each had an interest rate of 4.000% as of December 31, 2016 . The Tranche B-II 2022 Term Loan had an interest rate of 3.500% as of December 31, 2016 . The Floating Rate Senior Notes due 2018 had an interest rate of 4.762% as of March 31, 2017 and 4.762% as of December 31, 2016 . The interest rate on the Tranche B-III 2019 Term Loan, and the Tranche B 2020 Term Loan were set with a minimum LIBOR of 1.00% , the Tranche B-II 2022 Term Loan was set with a minimum LIBOR of 0.75% and the Tranche B 2024 Term Loan is set with a minimum LIBOR of zero percent. Senior Secured Term Loans As of March 31, 2017 , Level 3 Financing, Inc., Level 3 Communications, Inc.'s direct wholly owned subsidiary ("Level 3 Financing") had a senior secured credit facility consisting of a $4.611 billion Tranche B Term Loan due 2024. On February 22, 2017, we completed the refinancing of all of our then outstanding $4.611 billion senior secured term loans through the issuance of a new Tranche B 2024 Term Loan in the principal amount of $4.611 billion . The term loans refinanced were our Tranche B-III 2019 Term Loan, Tranche B 2020 Term Loan, and the Tranche B-II 2022 Term Loan. The new Tranche B 2024 Term Loan bears interest at LIBOR plus 2.25 percent, with a zero percent minimum LIBOR, and will mature on February 22, 2024. The Tranche B 2024 Term Loan was priced to lenders at par, with the payment to the lenders at closing of an upfront 25 basis point fee. We recognized a charge of approximately $44 million for modification and extinguishment in the first quarter of 2017 related to this refinancing. As the new Tranche B 2024 Term Loan represents a new tranche to our existing credit facility, new regulatory approvals are required for Level 3 Communications, LLC and certain other regulated subsidiaries of Level 3 Financing to guarantee and to provide security for the Tranche B 2024 Term Loan. As a result, the guarantees and a portion of the collateral provided by those entities to support the term loans that were refinanced are not available to support the Tranche B 2024 Term Loan unless and until those regulatory approvals are obtained. Senior Notes All of the notes pay interest semiannually, and allow for the redemption of the notes at the option of the issuer upon not less than 30 or more than 60 days’ prior notice by paying the greater of 101% of the principal amount or a “make-whole” amount, plus accrued interest. In addition, the notes also have a provision that allows for an additional right of optional redemption using cash proceeds received from the sale of equity securities. For specific details of these features and requirements, including the applicable premiums and timing, refer to the indentures for the respective senior notes in connection with the original issuances. 7% Senior Notes due 2020 and 5.25% Senior Notes due 2026 On March 22, 2016, Level 3 Financing issued $775 million in aggregate principal amount of our 5.25% Senior Notes due 2026 (the “5.25% Senior Notes due 2026”). The 5.25% Senior Notes due 2026 are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Communications, Inc. and Level 3 Communications, LLC as of September 30, 2016. On April 21, 2016, all of the outstanding principal amount of the 7% Senior Notes Due 2020 was redeemed at a redemption price equal to 104.138% of the principal amount, along with accrued and unpaid interest to but excluding the redemption date. To fund the redemption of these notes, Level 3 Financing used the net proceeds, along with cash on hand, from the March 22, 2016 issuance of our 5.25% Senior Notes due 2026. Capital Leases As of March 31, 2017 , we had $183 million of capital leases. We lease property, equipment, certain dark fiber facilities and metro fiber under non-cancelable IRU agreements that are accounted for as capital leases. The weighted average interest rate on these capital leases approximated 5.8% as of March 31, 2017 . Covenant Compliance At March 31, 2017 and December 31, 2016 , we were in compliance with the financial covenants on all outstanding debt issuances. Long-Term Debt Maturities Aggregate future contractual maturities of long-term debt and capital leases (excluding discounts and debt issuance costs) were as follows as of March 31, 2017 (dollars in millions): 2017 (remaining nine months) $ 5 2018 307 2019 7 2020 8 2021 650 2022 1,610 Thereafter 8,422 $ 11,009

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss (Notes)	3 Months Ended
Accumulated Other Comprehensive Loss (Notes)	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Loss	(7) Accumulated Other Comprehensive 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, 2015 $ (273 ) $ (28 ) $ (301 ) Other comprehensive income (loss) before reclassifications, net of tax 48 (2 ) 46 Amounts reclassified from accumulated other comprehensive loss — (1 ) (1 ) Balance at March 31, 2016 $ (225 ) $ (31 ) $ (256 ) Balance at December 31, 2016 $ (353 ) $ (34 ) $ (387 ) Other comprehensive income before reclassifications, net of tax 20 — 20 Amounts reclassified from accumulated other comprehensive loss — 1 1 Balance at March 31, 2017 $ (333 ) $ (33 ) $ (366 )

Stock-Based Compensation (Notes

Stock-Based Compensation (Notes)	3 Months Ended
Stock-Based Compensation (Notes)	Mar. 31, 2017
Compensation and Retirement and Compensation Related Costs, Share-based Payments Disclosure [Abstract]
Stock-Based Compensation	(8) Stock-Based Compensation The following table summarizes non-cash compensation expense for each of the three months ended March 31, 2017 and 2016 (dollars in millions): Three Months Ended March 31, 2017 2016 Outperform Stock Appreciation Rights $ — $ 1 Restricted Stock Units 28 21 Performance Restricted Stock Units 9 14 401(k) Match Expense 11 11 48 47 As of March 31, 2017 , there were approximately 6 million total restricted stock and performance restricted stock units outstanding.

Segment Information (Notes)

Segment Information (Notes)	3 Months Ended
Segment Information (Notes)	Mar. 31, 2017
Segment Reporting [Abstract]
Segment Information	(9) Segment Information Operating segments are defined under GAAP as components of an enterprise for which separate financial information is available and evaluated regularly by our chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. Our reportable segments 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 us, is equal to net income from the Consolidated Statements of Income 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 our internal reporting and is a key measure used by management to evaluate our profitability and operating performance 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 our performance to that of our competitors and to eliminate certain non-cash and non-operating items in order to consistently measure from period to period our 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 our 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 our primary operations. 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 our 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 (dollars in millions) March 31, 2017 March 31, 2016 (1) Core Network Services Revenue: North America $ 1,594 $ 1,601 EMEA 175 190 Latin America 177 155 Total Core Network Services Revenue 1,946 1,946 Wholesale Voice Services Revenue: North America 98 99 EMEA 2 4 Latin America 2 2 Total Wholesale Voice Services Revenue 102 105 Total Revenue $ 2,048 $ 2,051 (1) The 2016 results have been adjusted to reflect changes made to customer assignments between the wholesale and enterprise channels as of the beginning of 2017. The following table presents Adjusted EBITDA by segment and reconciles Adjusted EBITDA to net income: Three Months Ended (dollars in millions) March 31, 2017 March 31, 2016 Adjusted EBITDA: North America $ 809 $ 812 EMEA 56 54 Latin America 80 74 Unallocated Corporate Expenses (240 ) (230 ) Adjusted EBITDA 705 710 Income Tax Expense (70 ) (90 ) Total Other Expense (172 ) (144 ) Depreciation and Amortization (320 ) (301 ) Non-Cash Stock Compensation Attributable to Stock Awards (48 ) (47 ) Net Income $ 95 $ 128 The following table presents capital expenditures by segment and reconciles capital expenditures by segment to total capital expenditures: Three Months Ended (dollars in millions) March 31, 2017 March 31, 2016 Capital Expenditures: North America $ 254 $ 195 EMEA 31 39 Latin America 35 23 Unallocated Corporate Capital Expenditures 48 40 Total Capital Expenditures $ 368 $ 297 The following table presents total assets by segment: (dollars in millions) March 31, 2017 December 31, 2016 Assets: North America $ 20,942 $ 20,818 EMEA 1,662 1,639 Latin America 2,340 2,304 Other 127 127 Total Assets $ 25,071 $ 24,888 The changes in the carrying amount of goodwill by segment during the three months ended March 31, 2017 were as follows (in millions): North America EMEA Latin America Total Balance at December 31, 2016 $ 7,024 $ 109 $ 596 $ 7,729 Effect of foreign currency rate change — 2 — 2 Balance at March 31, 2017 $ 7,024 $ 111 $ 596 $ 7,731 There were no events or changes in circumstances during the first three months of 2017 that indicated the carrying value of goodwill may not be recoverable.

Commitments, Contingencies and

Commitments, Contingencies and Other Items (Notes)	3 Months Ended
Commitments, Contingencies and Other Items (Notes)	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies and Other Items	(10) Commitments, Contingencies and Other Items We are subject to various legal proceedings and other contingent liabilities that individually or in the aggregate could materially affect our financial condition, future results of operations or cash flows. Amounts accrued for such contingencies aggregate to $98 million and are included in “Other” current liabilities and “Other Liabilities” in our Consolidated Balance Sheet at March 31, 2017 . 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 would have no effect on our results of operations but could materially adversely affect our cash flows for the affected period. We review our accruals at least quarterly and adjust 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 March 31, 2017 . Although we believe we have 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 we believe it is reasonably possible that a loss may result that is materially in excess of the accrual (if any) established for the matter, we have 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, we are party to many other legal proceedings and contingencies, the resolution of which is not expected to materially affect our financial condition or future results of operations beyond the amounts accrued. Rights-of-Way Litigation We are party to a number of purported class action lawsuits involving our right to install fiber optic cable network in railroad right-of-ways adjacent to plaintiffs' land. In general, we obtained the rights to construct our networks from railroads, utilities, and others, and have installed our 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 us the right to construct and maintain our 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. We have 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. We have defeated motions for class certification in a number of these actions but expect 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 us, 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. We negotiated a series of class settlements affecting all persons who own or owned land next to or near railroad rights of way in which we have installed our 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, we 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 we have installed our fiber optic cable networks. We are currently pursuing presentment of the settlement in applicable jurisdictions. The settlements, affecting current and former landowners, have received final federal court approval in all but one of the applicable states and the parties are actively engaged in, or have completed, the claims process for the vast majority of the applicable states, including payment of claims. We continue to seek approval in the remaining state. Management believes that we have 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 our 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. After taking into account the developments described below, as well as the accrued interest and foreign exchange effects, the total amount of exposure is $18 million at March 31, 2017 . We challenged the tax assessments during 2005 by filing administrative claims before SUNAT. During August 2006 and June 2007, SUNAT rejected our 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 our favor 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. We 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 our favor on the central issue underlying the assessments. SUNAT appealed the court’s decision to the next judicial level. The court of appeal remanded the case to the first judicial court for further development of the facts and legal analysis supporting its decision. In April 2016, the first judicial level rendered a decision in our favor on the central issue underlying the assessments. SUNAT has appealed the substantive issue to the next judicial level. We also appealed certain procedural points. A hearing on these issues is scheduled to be held in May 2017. In October 2013, the Tribunal notified us 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. We 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. We appealed the court’s decision to the next judicial level. In April 2016, the court of appeal rendered a decision that declared null the April 2015 decision and remanded the case to the first judicial court for further development of the facts and legal analysis supporting its decision. In December 2013, SUNAT initiated an audit of calendar year 2001. In June 2014, we were served with SUNAT’s assessments of the 2001 VAT credits declared null by the Tribunal and the corresponding fine. In July 2014, we challenged these assessments by filing administrative claims before SUNAT. In January 2015, SUNAT rejected the administrative claims, thereby confirming the assessments. We filed an appeal with the Tribunal in February 2015. In May 2015, the Tribunal notified us of its administrative resolution declaring the assessments and corresponding fines null. The time for SUNAT to appeal this resolution has closed. Under local practice, notification of an appeal can take several months. Counsel confirmed in the first quarter of 2016 that SUNAT has not filed an appeal to the resolution. Nevertheless, SUNAT retains the right to reissue the assessments declared null or start a new audit. However, we are under no obligation to provide additional information and any fine issued by SUNAT based on the same information that it has already used in the past would be declared null. Accordingly, in March 2016, we released an accrual of approximately $15 million for an assessment and associated interest. In addition, based on a change in legal interpretation by the Peruvian judicial courts, the statute of limitations with respect to the 2001 fines has expired. Accordingly, in the fourth quarter of 2016, we released an accrual of approximately $11 million of fines and associated interest. 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 of our Latin American subsidiaries 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 us or termination of service relationships. We are vigorously defending ourselves against the asserted claims, which aggregate to approximately $32 million at March 31, 2017 . 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 our 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, we released an accrual 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. We have 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 we have appealed those decisions to the judicial courts. In October 2012 and June 2014, we 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 we appealed this decision to the second administrative level. During the fourth quarter of 2014, we 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, we paid $5 million and released an accrual of $3 million of tax corresponding to the ICMS applicable on the provision of Internet access services in the fourth quarter of 2014. We are vigorously contesting all such assessments in both states and, in particular, view the assessment of ICMS on revenue from leasing movable properties to be without merit. Nevertheless, we believe it is reasonably possible that these assessments could result in a loss of up to $51 million at March 31, 2017 in excess of the accruals established for these matters. Letters of Credit It is customary for us 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 our behalf in accordance with specified terms and conditions. As of March 31, 2017 and December 31, 2016 , we had outstanding letters of credit or other similar obligations of approximately $39 million and $39 million , respectively, of which $34 million and $33 million are collateralized by cash that is reflected on the Consolidated Balance Sheets as restricted cash and securities. We do not believe exposure to loss related to our letters of credit is material.

Condensed Consolidating Financi

Condensed Consolidating Financial Information (Notes)	3 Months Ended
Condensed Consolidating Financial Information (Notes)	Mar. 31, 2017
Condensed Consolidating Financial Information [Abstract]
Condensed Consolidating Financial Information	(11) Condensed Consolidating Financial Information Level 3 Financing, Inc., a wholly owned subsidiary, 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 Level 3 Financing, Inc. 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 our Consolidated Financial Statements are interdependent. The accompanying condensed consolidating financial information presents the statements of comprehensive income, balance sheets and statements of 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 our consolidated results. Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2017 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 920 $ 1,157 $ (29 ) $ 2,048 Costs and Expense: Network Access Costs — — 323 397 (29 ) 691 Network Related Expenses — — 243 93 — 336 Depreciation and Amortization — — 104 216 — 320 Selling, General and Administrative Expenses 1 1 277 85 — 364 Total Costs and Expenses 1 1 947 791 (29 ) 1,711 Operating Income (Loss) (1 ) (1 ) (27 ) 366 — 337 Other Income (Expense): Interest income — — 2 — — 2 Interest expense (9 ) (120 ) (1 ) (4 ) — (134 ) Interest income (expense) affiliates, net 377 574 (869 ) (82 ) — — Equity in net earnings (losses) of subsidiaries (275 ) (646 ) 203 — 718 — Other, net — (44 ) 5 (1 ) — (40 ) Total Other Income (Expense) 93 (236 ) (660 ) (87 ) 718 (172 ) Income (Loss) before Income Taxes 92 (237 ) (687 ) 279 718 165 Income Tax Benefit (Expense) 3 (38 ) (1 ) (34 ) — (70 ) Net Income (Loss) 95 (275 ) (688 ) 245 718 95 Other Comprehensive Income (Loss), Net of Income Taxes 21 — — 21 (21 ) 21 Comprehensive Income (Loss) $ 116 $ (275 ) $ (688 ) $ 266 $ 697 $ 116 Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2016 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 866 $ 1,219 $ (34 ) $ 2,051 Costs and Expense: Network access costs — — 320 408 (34 ) 694 Network related expenses — — 237 101 — 338 Depreciation and amortization — — 88 213 — 301 Selling, general and administrative expenses 1 1 250 104 — 356 Total Costs and Expenses 1 1 895 826 (34 ) 1,689 Operating (Loss) Income (1 ) (1 ) (29 ) 393 — 362 Other Income (Expense): Interest income — — — 1 — 1 Interest expense (9 ) (128 ) (1 ) 3 — (135 ) Interest income (expense) affiliates, net 342 531 (801 ) (72 ) — — Equity in net earnings (losses) of subsidiaries (212 ) (541 ) 199 — 554 — Other, net — — 2 (12 ) — (10 ) Total Other Income (Expense) 121 (138 ) (601 ) (80 ) 554 (144 ) Income (Loss) before Income Taxes 120 (139 ) (630 ) 313 554 218 Income Tax Expense 4 (69 ) (1 ) (24 ) — (90 ) Net Income (Loss) 124 (208 ) (631 ) 289 554 128 Other Comprehensive Income (Loss), Net of Income Taxes 45 — — 45 (45 ) 45 Comprehensive Income (Loss) $ 169 $ (208 ) $ (631 ) $ 334 $ 509 $ 173 Condensed Consolidating Balance Sheets March 31, 2017 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 $ 15 $ — $ 1,838 $ 94 $ — $ 1,947 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 18 694 — 712 Due from affiliates 17,415 22,142 — 2,531 (42,088 ) — Other — — 111 30 — 141 Total Current Assets 17,430 22,142 1,968 3,355 (42,088 ) 2,807 Property, Plant, and Equipment, net — — 4,012 6,273 — 10,285 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 352 8,240 — 8,592 Investment in Subsidiaries 16,899 17,610 3,655 — (38,164 ) — Deferred Tax Assets 53 2,650 (1 ) 603 — 3,305 Other Assets, net — — 15 36 — 51 Total Assets $ 34,404 $ 42,402 $ 10,010 $ 18,507 $ (80,252 ) $ 25,071 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 3 $ 346 $ 401 $ — $ 750 Current portion of long-term debt — 299 2 6 — 307 Accrued payroll and employee benefits — — 112 36 — 148 Accrued interest 3 91 — 7 — 101 Current portion of deferred revenue — — 114 161 — 275 Due to affiliates — — 42,088 — (42,088 ) — Other — 1 125 27 — 153 Total Current Liabilities 3 394 42,787 638 (42,088 ) 1,734 Long-Term Debt, less current portion 592 9,813 12 164 — 10,581 Deferred Revenue, less current portion — — 760 284 — 1,044 Other Liabilities 16 — 160 455 — 631 Commitments and Contingencies Stockholders' Equity (Deficit) 33,793 32,195 (33,709 ) 16,966 (38,164 ) 11,081 Total Liabilities and Stockholders' Equity (Deficit) $ 34,404 $ 42,402 $ 10,010 $ 18,507 $ (80,252 ) $ 25,071 Condensed Consolidating Balance Sheets December 31, 2016 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 $ 15 $ — $ 1,700 $ 104 $ — $ 1,819 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 26 686 — 712 Due from affiliates 17,032 21,715 — 2,180 (40,927 ) — Other — — 87 28 — 115 Total Current Assets 17,047 21,715 1,814 3,004 (40,927 ) 2,653 Property, Plant, and Equipment, net — — 3,869 6,270 — 10,139 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 353 8,291 — 8,644 Investment in Subsidiaries 16,869 17,599 3,674 — (38,142 ) — Deferred Tax Assets 51 2,687 — 632 — 3,370 Other Assets, net — — 16 35 — 51 Total Assets $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 307 $ 399 $ — $ 706 Current portion of long-term debt — — 2 5 — 7 Accrued payroll and employee benefits — — 160 35 — 195 Accrued interest 11 110 — 8 — 129 Current portion of deferred revenue — — 116 150 — 266 Due to affiliates — — 40,927 — (40,927 ) — Other — — 127 41 — 168 Total Current Liabilities 11 110 41,639 638 (40,927 ) 1,471 Long-Term Debt, less current portion 592 10,108 13 164 — 10,877 Deferred Revenue, less current portion — — 719 282 — 1,001 Other Liabilities 16 — 155 451 — 622 Commitments and Contingencies Stockholders' Equity (Deficit) 33,370 31,783 (32,791 ) 16,697 (38,142 ) 10,917 Total Liabilities and Stockholders' Equity (Deficit) $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2017 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 $ (16 ) $ (135 ) $ 109 $ 581 $ — $ 539 Cash Flows from Investing Activities: Capital expenditures — — (233 ) (135 ) — (368 ) Decrease in restricted cash and securities, net — — — — — — Proceeds from the sale of property, plant and equipment and other assets — — — — — — Net Cash Provided by (Used in) Investing Activities — — (233 ) (135 ) — (368 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 4,569 — — — 4,569 Payments on and repurchases of long-term debt and capital leases — (4,611 ) — (2 ) — (4,613 ) Increase (decrease) due from/to affiliates, net 16 177 262 (455 ) — — Net Cash Provided by (Used in) Financing Activities 16 135 262 (457 ) — (44 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — 1 — 1 Net Change in Cash and Cash Equivalents — — 138 (10 ) — 128 Cash and Cash Equivalents at Beginning of Period 15 — 1,700 104 — 1,819 Cash and Cash Equivalents at End of Period $ 15 $ — $ 1,838 $ 94 $ — $ 1,947 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2016 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 $ (17 ) $ (92 ) $ 130 $ 489 $ — $ 510 Cash Flows from Investing Activities: Capital expenditures — — (159 ) (138 ) — (297 ) (Increase) decrease in restricted cash and securities, net — (829 ) 1 — — (828 ) Net Cash Used in Investing Activities — (829 ) (158 ) (138 ) — (1,125 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 765 — — — 765 Payments on and repurchases of long-term debt and capital leases — — — (1 ) — (1 ) Increase (decrease) due from/to affiliates, net 17 156 187 (360 ) — — Net Cash Provided by (Used in) Financing Activities 17 921 187 (361 ) — 764 Effect of Exchange Rates on Cash and Cash Equivalents — — — 1 — 1 Net Change in Cash and Cash Equivalents — — 159 (9 ) — 150 Cash and Cash Equivalents at Beginning of Period 12 6 727 109 — 854 Cash and Cash Equivalents at End of Period $ 12 $ 6 $ 886 $ 100 $ — $ 1,004

Organization and Summary of S19

Organization and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Description of Business	Description of Business Level 3 Communications, Inc. and subsidiaries is a facilities-based provider (that is, a provider that owns or leases a substantial portion of the plant, property and equipment necessary to provide our services) of a broad range of integrated communications services. We created our communications network by constructing our own assets and through a combination of purchasing other companies and purchasing or leasing facilities from others. Our network is an international, facilities-based communications network. We designed our network to provide communications services that employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies. On October 31, 2016, we entered into an agreement and plan of merger (the "Merger Agreement") with CenturyLink, Inc., a Louisiana corporation ("CenturyLink"), Wildcat Merger Sub 1 LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink ("Merger Sub 1"), and WWG Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink ("Merger Sub 2"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, we will be acquired by CenturyLink in a cash and stock transaction, including the assumption of our debt (the "CenturyLink Merger"). See Note 2 - CenturyLink Merger .
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The consolidated financial statements include our and our subsidiaries' accounts in which we have 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 our consolidation policy, we consider our controlled subsidiaries, investments in businesses in which we are not the primary beneficiary or do not have effective control but have the ability to significantly influence operating and financial policies, and variable interests resulting from economic arrangements that give us rights to economic risks or rewards of a legal entity. We do not have variable interests in a variable interest entity where we are required to consolidate the entity as the primary beneficiary. Due to exchange restrictions and other conditions, effective at the end of the third quarter of 2015 we deconsolidated our Venezuelan subsidiary and began accounting for our investment in our Venezuelan subsidiary using the cost method of accounting. The factors that led to our conclusions at the end of the third quarter of 2015 continued to exist through the end of the first quarter of 2017. The accompanying Consolidated Balance Sheet as of December 31, 2016 , which was derived from audited Consolidated Financial Statements, and the unaudited interim Consolidated Financial Statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 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 our audited Consolidated Financial Statements and notes thereto included in our Form 10-K for the year ended December 31, 2016 . In the opinion of our 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	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), which requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. This ASU will replace most existing leasing guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early application is permitted. The standard requires the use of a modified retrospective transition method. We are evaluating the effect that ASU 2016-02 will have on our Consolidated Financial Statements and related disclosures, and expect the new guidance to significantly increase the reported assets and liabilities on our Consolidated Balance Sheets. In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers , which amended the existing accounting standards for revenue recognition and requires an entity to recognize the amount of revenue it expects to be entitled to for the transfer of promised goods or services to customers. The ASU and subsequent amendments have been codified as ASC 606, Revenue from Contracts with Customers (“ASC 606”). 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 adoption. We will not adopt ASC 606 early. We are performing a comprehensive analysis of our revenue streams and contractual arrangements to identify the effects of ASC 606 on our consolidated financial statements and are developing new accounting and reporting policies, business and internal control processes and procedures to facilitate adoption of the standard. Because we currently have service contracts that contain a significant financing component that are not currently separately accounted for, we will be required to estimate and record incremental revenue and interest cost associated with these contractual terms. In addition, we will be required to capitalize, and subsequently amortize, commission costs associated with obtaining or fulfilling our customer contracts, which we do not currently defer and amortize. We will also have to comply with new revenue disclosure requirements. We are continuing to review and evaluate underlying contract information that will be used to support new accounting and disclosure requirements under ASC 606 and evaluate other matters that may result from adoption of the standard. We have not yet selected a transition method, as our method of transition may be affected by the CenturyLink Merger, which we expect will be completed in the third quarter of 2017, and subsequent integration activities completed prior to the January 1, 2018 ASC 606 adoption date.

Other Intangible Assets (Tables

Other Intangible Assets (Tables)	3 Months Ended
Other Intangible Assets (Tables)	Mar. 31, 2017
Acquired Intangible Assets Disclosure [Abstract]
Schedule of acquisition-related intangible assets	Other intangible assets as of March 31, 2017 and December 31, 2016 were as follows (dollars in millions): Gross Carrying Amount Accumulated Amortization Net March 31, 2017 Finite-Lived Intangible Assets: Customer Contracts and Relationships $ 1,972 $ (1,159 ) $ 813 Trademarks 55 (55 ) — Patents and Developed Technology 227 (194 ) 33 2,254 (1,408 ) 846 Indefinite-Lived Intangible Assets: Trade Name 15 — 15 $ 2,269 $ (1,408 ) $ 861 December 31, 2016 Finite-Lived Intangible Assets: Customer Contracts and Relationships $ 1,973 $ (1,113 ) $ 860 Trademarks 55 (55 ) — Patents and Developed Technology 229 (189 ) 40 2,257 (1,357 ) 900 Indefinite-Lived Intangible Assets: Trade Name 15 — 15 $ 2,272 $ (1,357 ) $ 915
Schedule of estimated amortization expense of finite-lived acquisition-related intangible assets	As of March 31, 2017 , estimated amortization expense for our finite-lived intangible assets over the next five years is as follows (dollars in millions): 2017 (remaining nine months) $ 147 2018 190 2019 179 2020 166 2021 143 2022 21 Thereafter — $ 846

Fair Value of Financial Instr21

Fair Value of Financial Instruments (Tables)	3 Months Ended
Fair Value of Financial Instruments (Tables)	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Schedule of fair value of liabilities measured on a recurring basis	The table below presents the fair values for our long-term debt as well as the input levels used to determine these fair values as of March 31, 2017 and December 31, 2016 : 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) March 31, December 31, March 31, December 31, March 31, December 31, Liabilities Not Recorded at Fair Value in the Financial Statements: Long-term Debt, including the current portion: Term Loans $ 4,567 $ 4,566 $ 4,616 $ 4,671 $ — $ — Senior Notes 6,138 6,135 6,367 6,283 — — Capital Leases and Other 183 183 — — 183 183 Total Long-term Debt, including the current portion $ 10,888 $ 10,884 $ 10,983 $ 10,954 $ 183 $ 183 We do 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)	3 Months Ended
Long-Term Debt (Tables)	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of long-term debt	The following table summarizes our long-term debt (amounts in millions): Date of March 31, 2017 December 31, 2016 Issuance/Amendment Maturity Interest Payments Interest Rate Amount Amount Senior Secured Term Loans: Borrowed by Level 3 Financing, Inc. Tranche B-III 2019 Term Loan (1)(4) Aug 2013 — Quarterly LIBOR +3.00% $ — $ 815 Tranche B 2020 Term Loan (1)(4) Oct 2013 — Quarterly LIBOR +3.00% — 1,796 Tranche B-II 2022 Term Loan (1)(4) May 2015 — Quarterly LIBOR +2.75% — 2,000 Tranche B 2024 Term Loan (1)(4) Feb 2017 Feb 2024 Quarterly LIBOR +2.25% 4,611 — Senior Notes: Issued by Level 3 Financing, Inc. Floating Rate Senior Notes due 2018 (2)(4) Nov 2013 Jan 2018 May/Nov 6-Month LIBOR +3.50% 300 300 6.125% Senior Notes due 2021 (2) Nov 2013 Jan 2021 Apr/Oct 6.125% 640 640 5.375% Senior Notes due 2022 (2) Aug 2014 Aug 2022 May/Nov 5.375% 1,000 1,000 5.625% Senior Notes due 2023 (2) Jan 2015 Feb 2023 Jun/Dec 5.625% 500 500 5.125% Senior Notes due 2023 (2) Apr 2015 May 2023 Mar/Sept 5.125% 700 700 5.375% Senior Notes due 2025 (2) Apr 2015 May 2025 Mar/Sept 5.375% 800 800 5.375% Senior Notes due 2024 (2) Nov 2015 Jan 2024 Jan/Jul 5.375% 900 900 5.25% Senior Notes due 2026 (2) Mar 2016 Mar 2026 Apr/Oct 5.250% 775 775 Issued by Level 3 Communications, Inc. 5.75% Senior Notes due 2022 (3) Dec 2014 Dec 2022 Mar/Sept 5.750% 600 600 Capital Leases and Other Debt 183 183 Total Debt Obligations 11,009 11,009 Unamortized discounts — (13 ) Unamortized debt issuance costs (121 ) (112 ) Current Portion (307 ) (7 ) Total Long-Term Debt $ 10,581 $ 10,877 (1) The term loans are secured obligations and guaranteed by Level 3 Communications, Inc. and Level 3 Communications, LLC and certain other subsidiaries. (2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Communications, Inc. and Level 3 Communications, LLC. (3) The notes were not guaranteed by any of Level 3 Communications, Inc.'s subsidiaries. (4) The Tranche B 2024 Term Loan had an interest rate of 3.227% as of March 31, 2017 . The term loans may select from several LIBO rates, including 1 month and 2 month rates. As such, payments may be monthly but no less than quarterly. All other term loans were refinanced on February 22, 2017 as described below. The Tranche B-III 2019 Term Loan and the Tranche B 2020 Term Loan each had an interest rate of 4.000% as of December 31, 2016 . The Tranche B-II 2022 Term Loan had an interest rate of 3.500% as of December 31, 2016 . The Floating Rate Senior Notes due 2018 had an interest rate of 4.762% as of March 31, 2017 and 4.762% as of December 31, 2016 . The interest rate on the Tranche B-III 2019 Term Loan, and the Tranche B 2020 Term Loan were set with a minimum LIBOR of 1.00% , the Tranche B-II 2022 Term Loan was set with a minimum LIBOR of 0.75% and the Tranche B 2024 Term Loan is set with a minimum LIBOR of zero percent.
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 and debt issuance costs) were as follows as of March 31, 2017 (dollars in millions): 2017 (remaining nine months) $ 5 2018 307 2019 7 2020 8 2021 650 2022 1,610 Thereafter 8,422 $ 11,009

Accumulated Other Comprehensi23

Accumulated Other Comprehensive Loss (Tables)	3 Months Ended
Accumulated Other Comprehensive Loss (Tables)	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
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, 2015 $ (273 ) $ (28 ) $ (301 ) Other comprehensive income (loss) before reclassifications, net of tax 48 (2 ) 46 Amounts reclassified from accumulated other comprehensive loss — (1 ) (1 ) Balance at March 31, 2016 $ (225 ) $ (31 ) $ (256 ) Balance at December 31, 2016 $ (353 ) $ (34 ) $ (387 ) Other comprehensive income before reclassifications, net of tax 20 — 20 Amounts reclassified from accumulated other comprehensive loss — 1 1 Balance at March 31, 2017 $ (333 ) $ (33 ) $ (366 )

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
Stock-Based Compensation (Tables)	Mar. 31, 2017
Compensation and Retirement and Compensation Related Costs, Share-based Payments Disclosure [Abstract]
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs	The following table summarizes non-cash compensation expense for each of the three months ended March 31, 2017 and 2016 (dollars in millions): Three Months Ended March 31, 2017 2016 Outperform Stock Appreciation Rights $ — $ 1 Restricted Stock Units 28 21 Performance Restricted Stock Units 9 14 401(k) Match Expense 11 11 48 47

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
Segment Information (Tables)	Mar. 31, 2017
Segment Reporting [Abstract]
Reconciliation of Revenue from Segments to Consolidated	The following table presents revenue by segment: Three Months Ended (dollars in millions) March 31, 2017 March 31, 2016 (1) Core Network Services Revenue: North America $ 1,594 $ 1,601 EMEA 175 190 Latin America 177 155 Total Core Network Services Revenue 1,946 1,946 Wholesale Voice Services Revenue: North America 98 99 EMEA 2 4 Latin America 2 2 Total Wholesale Voice Services Revenue 102 105 Total Revenue $ 2,048 $ 2,051
Reconciliation of Operating Profit (Loss) from Segments to Consolidated	The following table presents Adjusted EBITDA by segment and reconciles Adjusted EBITDA to net income: Three Months Ended (dollars in millions) March 31, 2017 March 31, 2016 Adjusted EBITDA: North America $ 809 $ 812 EMEA 56 54 Latin America 80 74 Unallocated Corporate Expenses (240 ) (230 ) Adjusted EBITDA 705 710 Income Tax Expense (70 ) (90 ) Total Other Expense (172 ) (144 ) Depreciation and Amortization (320 ) (301 ) Non-Cash Stock Compensation Attributable to Stock Awards (48 ) (47 ) Net Income $ 95 $ 128
Schedule of Segment Reporting Information, by Segment	The following table presents capital expenditures by segment and reconciles capital expenditures by segment to total capital expenditures: Three Months Ended (dollars in millions) March 31, 2017 March 31, 2016 Capital Expenditures: North America $ 254 $ 195 EMEA 31 39 Latin America 35 23 Unallocated Corporate Capital Expenditures 48 40 Total Capital Expenditures $ 368 $ 297
Reconciliation of Assets from Segment to Consolidated	The following table presents total assets by segment: (dollars in millions) March 31, 2017 December 31, 2016 Assets: North America $ 20,942 $ 20,818 EMEA 1,662 1,639 Latin America 2,340 2,304 Other 127 127 Total Assets $ 25,071 $ 24,888
Reconciliation of Goodwill from Segment to Consolidated	The changes in the carrying amount of goodwill by segment during the three months ended March 31, 2017 were as follows (in millions): North America EMEA Latin America Total Balance at December 31, 2016 $ 7,024 $ 109 $ 596 $ 7,729 Effect of foreign currency rate change — 2 — 2 Balance at March 31, 2017 $ 7,024 $ 111 $ 596 $ 7,731 There were no events or changes in circumstances during the first three months of 2017 that indicated the carrying value of goodwill may not be recoverable.

Condensed Consolidating Finan26

Condensed Consolidating Financial Information (Tables)	3 Months Ended
Condensed Consolidating Financial Information (Tables)	Mar. 31, 2017
Condensed Consolidating Financial Information [Abstract]
Condensed Consolidating Financial Information	(11) Condensed Consolidating Financial Information Level 3 Financing, Inc., a wholly owned subsidiary, 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 Level 3 Financing, Inc. 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 our Consolidated Financial Statements are interdependent. The accompanying condensed consolidating financial information presents the statements of comprehensive income, balance sheets and statements of 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 our consolidated results. Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2017 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 920 $ 1,157 $ (29 ) $ 2,048 Costs and Expense: Network Access Costs — — 323 397 (29 ) 691 Network Related Expenses — — 243 93 — 336 Depreciation and Amortization — — 104 216 — 320 Selling, General and Administrative Expenses 1 1 277 85 — 364 Total Costs and Expenses 1 1 947 791 (29 ) 1,711 Operating Income (Loss) (1 ) (1 ) (27 ) 366 — 337 Other Income (Expense): Interest income — — 2 — — 2 Interest expense (9 ) (120 ) (1 ) (4 ) — (134 ) Interest income (expense) affiliates, net 377 574 (869 ) (82 ) — — Equity in net earnings (losses) of subsidiaries (275 ) (646 ) 203 — 718 — Other, net — (44 ) 5 (1 ) — (40 ) Total Other Income (Expense) 93 (236 ) (660 ) (87 ) 718 (172 ) Income (Loss) before Income Taxes 92 (237 ) (687 ) 279 718 165 Income Tax Benefit (Expense) 3 (38 ) (1 ) (34 ) — (70 ) Net Income (Loss) 95 (275 ) (688 ) 245 718 95 Other Comprehensive Income (Loss), Net of Income Taxes 21 — — 21 (21 ) 21 Comprehensive Income (Loss) $ 116 $ (275 ) $ (688 ) $ 266 $ 697 $ 116 Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2016 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 866 $ 1,219 $ (34 ) $ 2,051 Costs and Expense: Network access costs — — 320 408 (34 ) 694 Network related expenses — — 237 101 — 338 Depreciation and amortization — — 88 213 — 301 Selling, general and administrative expenses 1 1 250 104 — 356 Total Costs and Expenses 1 1 895 826 (34 ) 1,689 Operating (Loss) Income (1 ) (1 ) (29 ) 393 — 362 Other Income (Expense): Interest income — — — 1 — 1 Interest expense (9 ) (128 ) (1 ) 3 — (135 ) Interest income (expense) affiliates, net 342 531 (801 ) (72 ) — — Equity in net earnings (losses) of subsidiaries (212 ) (541 ) 199 — 554 — Other, net — — 2 (12 ) — (10 ) Total Other Income (Expense) 121 (138 ) (601 ) (80 ) 554 (144 ) Income (Loss) before Income Taxes 120 (139 ) (630 ) 313 554 218 Income Tax Expense 4 (69 ) (1 ) (24 ) — (90 ) Net Income (Loss) 124 (208 ) (631 ) 289 554 128 Other Comprehensive Income (Loss), Net of Income Taxes 45 — — 45 (45 ) 45 Comprehensive Income (Loss) $ 169 $ (208 ) $ (631 ) $ 334 $ 509 $ 173 Condensed Consolidating Balance Sheets March 31, 2017 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 $ 15 $ — $ 1,838 $ 94 $ — $ 1,947 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 18 694 — 712 Due from affiliates 17,415 22,142 — 2,531 (42,088 ) — Other — — 111 30 — 141 Total Current Assets 17,430 22,142 1,968 3,355 (42,088 ) 2,807 Property, Plant, and Equipment, net — — 4,012 6,273 — 10,285 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 352 8,240 — 8,592 Investment in Subsidiaries 16,899 17,610 3,655 — (38,164 ) — Deferred Tax Assets 53 2,650 (1 ) 603 — 3,305 Other Assets, net — — 15 36 — 51 Total Assets $ 34,404 $ 42,402 $ 10,010 $ 18,507 $ (80,252 ) $ 25,071 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 3 $ 346 $ 401 $ — $ 750 Current portion of long-term debt — 299 2 6 — 307 Accrued payroll and employee benefits — — 112 36 — 148 Accrued interest 3 91 — 7 — 101 Current portion of deferred revenue — — 114 161 — 275 Due to affiliates — — 42,088 — (42,088 ) — Other — 1 125 27 — 153 Total Current Liabilities 3 394 42,787 638 (42,088 ) 1,734 Long-Term Debt, less current portion 592 9,813 12 164 — 10,581 Deferred Revenue, less current portion — — 760 284 — 1,044 Other Liabilities 16 — 160 455 — 631 Commitments and Contingencies Stockholders' Equity (Deficit) 33,793 32,195 (33,709 ) 16,966 (38,164 ) 11,081 Total Liabilities and Stockholders' Equity (Deficit) $ 34,404 $ 42,402 $ 10,010 $ 18,507 $ (80,252 ) $ 25,071 Condensed Consolidating Balance Sheets December 31, 2016 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 $ 15 $ — $ 1,700 $ 104 $ — $ 1,819 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 26 686 — 712 Due from affiliates 17,032 21,715 — 2,180 (40,927 ) — Other — — 87 28 — 115 Total Current Assets 17,047 21,715 1,814 3,004 (40,927 ) 2,653 Property, Plant, and Equipment, net — — 3,869 6,270 — 10,139 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 353 8,291 — 8,644 Investment in Subsidiaries 16,869 17,599 3,674 — (38,142 ) — Deferred Tax Assets 51 2,687 — 632 — 3,370 Other Assets, net — — 16 35 — 51 Total Assets $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 307 $ 399 $ — $ 706 Current portion of long-term debt — — 2 5 — 7 Accrued payroll and employee benefits — — 160 35 — 195 Accrued interest 11 110 — 8 — 129 Current portion of deferred revenue — — 116 150 — 266 Due to affiliates — — 40,927 — (40,927 ) — Other — — 127 41 — 168 Total Current Liabilities 11 110 41,639 638 (40,927 ) 1,471 Long-Term Debt, less current portion 592 10,108 13 164 — 10,877 Deferred Revenue, less current portion — — 719 282 — 1,001 Other Liabilities 16 — 155 451 — 622 Commitments and Contingencies Stockholders' Equity (Deficit) 33,370 31,783 (32,791 ) 16,697 (38,142 ) 10,917 Total Liabilities and Stockholders' Equity (Deficit) $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2017 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 $ (16 ) $ (135 ) $ 109 $ 581 $ — $ 539 Cash Flows from Investing Activities: Capital expenditures — — (233 ) (135 ) — (368 ) Decrease in restricted cash and securities, net — — — — — — Proceeds from the sale of property, plant and equipment and other assets — — — — — — Net Cash Provided by (Used in) Investing Activities — — (233 ) (135 ) — (368 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 4,569 — — — 4,569 Payments on and repurchases of long-term debt and capital leases — (4,611 ) — (2 ) — (4,613 ) Increase (decrease) due from/to affiliates, net 16 177 262 (455 ) — — Net Cash Provided by (Used in) Financing Activities 16 135 262 (457 ) — (44 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — 1 — 1 Net Change in Cash and Cash Equivalents — — 138 (10 ) — 128 Cash and Cash Equivalents at Beginning of Period 15 — 1,700 104 — 1,819 Cash and Cash Equivalents at End of Period $ 15 $ — $ 1,838 $ 94 $ — $ 1,947 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2016 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 $ (17 ) $ (92 ) $ 130 $ 489 $ — $ 510 Cash Flows from Investing Activities: Capital expenditures — — (159 ) (138 ) — (297 ) (Increase) decrease in restricted cash and securities, net — (829 ) 1 — — (828 ) Net Cash Used in Investing Activities — (829 ) (158 ) (138 ) — (1,125 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 765 — — — 765 Payments on and repurchases of long-term debt and capital leases — — — (1 ) — (1 ) Increase (decrease) due from/to affiliates, net 17 156 187 (360 ) — — Net Cash Provided by (Used in) Financing Activities 17 921 187 (361 ) — 764 Effect of Exchange Rates on Cash and Cash Equivalents — — — 1 — 1 Net Change in Cash and Cash Equivalents — — 159 (9 ) — 150 Cash and Cash Equivalents at Beginning of Period 12 6 727 109 — 854 Cash and Cash Equivalents at End of Period $ 12 $ 6 $ 886 $ 100 $ — $ 1,004
Schedule of Condensed Consolidating Statements of Comprehensive Income (Loss)	Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2017 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 920 $ 1,157 $ (29 ) $ 2,048 Costs and Expense: Network Access Costs — — 323 397 (29 ) 691 Network Related Expenses — — 243 93 — 336 Depreciation and Amortization — — 104 216 — 320 Selling, General and Administrative Expenses 1 1 277 85 — 364 Total Costs and Expenses 1 1 947 791 (29 ) 1,711 Operating Income (Loss) (1 ) (1 ) (27 ) 366 — 337 Other Income (Expense): Interest income — — 2 — — 2 Interest expense (9 ) (120 ) (1 ) (4 ) — (134 ) Interest income (expense) affiliates, net 377 574 (869 ) (82 ) — — Equity in net earnings (losses) of subsidiaries (275 ) (646 ) 203 — 718 — Other, net — (44 ) 5 (1 ) — (40 ) Total Other Income (Expense) 93 (236 ) (660 ) (87 ) 718 (172 ) Income (Loss) before Income Taxes 92 (237 ) (687 ) 279 718 165 Income Tax Benefit (Expense) 3 (38 ) (1 ) (34 ) — (70 ) Net Income (Loss) 95 (275 ) (688 ) 245 718 95 Other Comprehensive Income (Loss), Net of Income Taxes 21 — — 21 (21 ) 21 Comprehensive Income (Loss) $ 116 $ (275 ) $ (688 ) $ 266 $ 697 $ 116 Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2016 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 866 $ 1,219 $ (34 ) $ 2,051 Costs and Expense: Network access costs — — 320 408 (34 ) 694 Network related expenses — — 237 101 — 338 Depreciation and amortization — — 88 213 — 301 Selling, general and administrative expenses 1 1 250 104 — 356 Total Costs and Expenses 1 1 895 826 (34 ) 1,689 Operating (Loss) Income (1 ) (1 ) (29 ) 393 — 362 Other Income (Expense): Interest income — — — 1 — 1 Interest expense (9 ) (128 ) (1 ) 3 — (135 ) Interest income (expense) affiliates, net 342 531 (801 ) (72 ) — — Equity in net earnings (losses) of subsidiaries (212 ) (541 ) 199 — 554 — Other, net — — 2 (12 ) — (10 ) Total Other Income (Expense) 121 (138 ) (601 ) (80 ) 554 (144 ) Income (Loss) before Income Taxes 120 (139 ) (630 ) 313 554 218 Income Tax Expense 4 (69 ) (1 ) (24 ) — (90 ) Net Income (Loss) 124 (208 ) (631 ) 289 554 128 Other Comprehensive Income (Loss), Net of Income Taxes 45 — — 45 (45 ) 45 Comprehensive Income (Loss) $ 169 $ (208 ) $ (631 ) $ 334 $ 509 $ 173
Schedule of Condensed Consolidating Balance Sheets	Condensed Consolidating Balance Sheets March 31, 2017 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 $ 15 $ — $ 1,838 $ 94 $ — $ 1,947 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 18 694 — 712 Due from affiliates 17,415 22,142 — 2,531 (42,088 ) — Other — — 111 30 — 141 Total Current Assets 17,430 22,142 1,968 3,355 (42,088 ) 2,807 Property, Plant, and Equipment, net — — 4,012 6,273 — 10,285 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 352 8,240 — 8,592 Investment in Subsidiaries 16,899 17,610 3,655 — (38,164 ) — Deferred Tax Assets 53 2,650 (1 ) 603 — 3,305 Other Assets, net — — 15 36 — 51 Total Assets $ 34,404 $ 42,402 $ 10,010 $ 18,507 $ (80,252 ) $ 25,071 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 3 $ 346 $ 401 $ — $ 750 Current portion of long-term debt — 299 2 6 — 307 Accrued payroll and employee benefits — — 112 36 — 148 Accrued interest 3 91 — 7 — 101 Current portion of deferred revenue — — 114 161 — 275 Due to affiliates — — 42,088 — (42,088 ) — Other — 1 125 27 — 153 Total Current Liabilities 3 394 42,787 638 (42,088 ) 1,734 Long-Term Debt, less current portion 592 9,813 12 164 — 10,581 Deferred Revenue, less current portion — — 760 284 — 1,044 Other Liabilities 16 — 160 455 — 631 Commitments and Contingencies Stockholders' Equity (Deficit) 33,793 32,195 (33,709 ) 16,966 (38,164 ) 11,081 Total Liabilities and Stockholders' Equity (Deficit) $ 34,404 $ 42,402 $ 10,010 $ 18,507 $ (80,252 ) $ 25,071 Condensed Consolidating Balance Sheets December 31, 2016 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 $ 15 $ — $ 1,700 $ 104 $ — $ 1,819 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 26 686 — 712 Due from affiliates 17,032 21,715 — 2,180 (40,927 ) — Other — — 87 28 — 115 Total Current Assets 17,047 21,715 1,814 3,004 (40,927 ) 2,653 Property, Plant, and Equipment, net — — 3,869 6,270 — 10,139 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 353 8,291 — 8,644 Investment in Subsidiaries 16,869 17,599 3,674 — (38,142 ) — Deferred Tax Assets 51 2,687 — 632 — 3,370 Other Assets, net — — 16 35 — 51 Total Assets $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 307 $ 399 $ — $ 706 Current portion of long-term debt — — 2 5 — 7 Accrued payroll and employee benefits — — 160 35 — 195 Accrued interest 11 110 — 8 — 129 Current portion of deferred revenue — — 116 150 — 266 Due to affiliates — — 40,927 — (40,927 ) — Other — — 127 41 — 168 Total Current Liabilities 11 110 41,639 638 (40,927 ) 1,471 Long-Term Debt, less current portion 592 10,108 13 164 — 10,877 Deferred Revenue, less current portion — — 719 282 — 1,001 Other Liabilities 16 — 155 451 — 622 Commitments and Contingencies Stockholders' Equity (Deficit) 33,370 31,783 (32,791 ) 16,697 (38,142 ) 10,917 Total Liabilities and Stockholders' Equity (Deficit) $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888
Schedule of Condensed Consolidating Statements of Cash Flows	Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2017 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 $ (16 ) $ (135 ) $ 109 $ 581 $ — $ 539 Cash Flows from Investing Activities: Capital expenditures — — (233 ) (135 ) — (368 ) Decrease in restricted cash and securities, net — — — — — — Proceeds from the sale of property, plant and equipment and other assets — — — — — — Net Cash Provided by (Used in) Investing Activities — — (233 ) (135 ) — (368 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 4,569 — — — 4,569 Payments on and repurchases of long-term debt and capital leases — (4,611 ) — (2 ) — (4,613 ) Increase (decrease) due from/to affiliates, net 16 177 262 (455 ) — — Net Cash Provided by (Used in) Financing Activities 16 135 262 (457 ) — (44 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — 1 — 1 Net Change in Cash and Cash Equivalents — — 138 (10 ) — 128 Cash and Cash Equivalents at Beginning of Period 15 — 1,700 104 — 1,819 Cash and Cash Equivalents at End of Period $ 15 $ — $ 1,838 $ 94 $ — $ 1,947 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2016 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 $ (17 ) $ (92 ) $ 130 $ 489 $ — $ 510 Cash Flows from Investing Activities: Capital expenditures — — (159 ) (138 ) — (297 ) (Increase) decrease in restricted cash and securities, net — (829 ) 1 — — (828 ) Net Cash Used in Investing Activities — (829 ) (158 ) (138 ) — (1,125 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 765 — — — 765 Payments on and repurchases of long-term debt and capital leases — — — (1 ) — (1 ) Increase (decrease) due from/to affiliates, net 17 156 187 (360 ) — — Net Cash Provided by (Used in) Financing Activities 17 921 187 (361 ) — 764 Effect of Exchange Rates on Cash and Cash Equivalents — — — 1 — 1 Net Change in Cash and Cash Equivalents — — 159 (9 ) — 150 Cash and Cash Equivalents at Beginning of Period 12 6 727 109 — 854 Cash and Cash Equivalents at End of Period $ 12 $ 6 $ 886 $ 100 $ — $ 1,004

Organization and Summary of S27

Organization and Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
schedule of consolidation [Line Items]
Revenue	$ 2,048	$ 2,051
Adjusted EBITDA by Segment	705	710
Latin America [Member]
schedule of consolidation [Line Items]
Adjusted EBITDA by Segment	$ 80	$ 74

Organization and Summary of S28

Organization and Summary of Significant Accounting Policies New Accounting Pronouncements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
New Accounting Pronouncement, Early Adoption [Line Items]
Net Income	$ 95	$ 128
Earnings Per Share, Basic	$ 0.26	$ 0.36
Earnings Per Share, Diluted	$ 0.26	$ 0.36
Weighted Average Number of Shares Outstanding, Diluted	364,121	360,745
Accumulated deficit	$ (8,405)		$ (8,500)

CenturyLink Merger (Details)

CenturyLink Merger (Details)	3 Months Ended
CenturyLink Merger (Details)	Mar. 31, 2017$ / shares	Dec. 31, 2016$ / shares	Oct. 31, 2016$ / shares
Business Combinations [Abstract]
Business acquisition, date of acquisition agreement	Oct. 31, 2016
stock conversion ratio			1.4286
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 1
Cash consideration per share (in dollars per share)			$ 26.50

Earnings Per Share (Details)

Earnings Per Share (Details) - shares shares in Millions	3 Months Ended		12 Months Ended
Earnings Per Share (Details) - shares shares in Millions	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			1
Stock Awards Included in Computation of Earnings Per Share, Amount	3	4
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1	0
Performance Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		4

Other Intangible Assets (Detail

Other Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
Other Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	$ 2,254		$ 2,257
Finite-Lived Intangible Assets, Accumulated Amortization	(1,408)		(1,357)
Finite-Lived Intangible Assets, Net	846		900
Acquired finite-lived intangible asset amortization expense	$ 52	$ 53
Acquired finite-lived intangible assets weighted average remaining useful lives (in years)	4 years 7 months 6 days
Indefinite-Lived Intangible Assets:
Total identifiable acquisition-related intangible assets, Gross Carrying Amount	$ 2,269		2,272
Total identifiable acquisition-related intangible assets, Net	861		915
Estimated amortization expense of finite-lived acquisition-related intangible assets
2017 (remaining nine months)	147
2,018	190
2,019	179
2,020	166
2,021	143
2,022	21
Thereafter	0
Finite-Lived Intangible Assets, Net	846		900
Vyvx Trade Name
Indefinite-Lived Intangible Assets:
Indefinite-Lived Intangible Assets	15		15
Customer Contracts And Relationships
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	1,972		1,973
Finite-Lived Intangible Assets, Accumulated Amortization	(1,159)		(1,113)
Finite-Lived Intangible Assets, Net	$ 813		860
Acquired finite-lived intangible assets weighted average remaining useful lives (in years)	4 years 8 months 12 days
Estimated amortization expense of finite-lived acquisition-related intangible assets
Finite-Lived Intangible Assets, Net	$ 813		860
Trademarks
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	55		55
Finite-Lived Intangible Assets, Accumulated Amortization	(55)		(55)
Finite-Lived Intangible Assets, Net	0		0
Estimated amortization expense of finite-lived acquisition-related intangible assets
Finite-Lived Intangible Assets, Net	0		0
Patents and Developed Technology
Finite-Lived Intangible Assets:
Finite-Lived Intangible Assets, Gross Carrying Amount	227		229
Finite-Lived Intangible Assets, Accumulated Amortization	(194)		(189)
Finite-Lived Intangible Assets, Net	$ 33		40
Acquired finite-lived intangible assets weighted average remaining useful lives (in years)	2 years 3 months 18 days
Estimated amortization expense of finite-lived acquisition-related intangible assets
Finite-Lived Intangible Assets, Net	$ 33		$ 40

Fair Value of Financial Instr32

Fair Value of Financial Instruments - Liabilities, Recurring (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Total Carrying Value in Consolidated Balance Sheet
Long-term Debt, including the current portion:
Term Loans	$ 4,567	$ 4,566
Senior Notes	6,138	6,135
Capital Leases and Other	183	183
Total Long-term Debt, including the current portion:	10,888	10,884
Unadjusted Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Long-term Debt, including the current portion:
Term Loans	4,616	4,671
Senior Notes	6,367	6,283
Capital Leases and Other	0	0
Total Long-term Debt, including the current portion:	10,983	10,954
Significant Other Observable Inputs (Level 2)
Long-term Debt, including the current portion:
Term Loans	0	0
Senior Notes	0	0
Capital Leases and Other	183	183
Total Long-term Debt, including the current portion:	$ 183	$ 183

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Feb. 22, 2017	Dec. 31, 2016	Sep. 30, 2016	Apr. 21, 2016	Mar. 22, 2016	Dec. 31, 2015
Long-term debt
Total Debt Obligations	$ 11,009		$ 11,009
Total Unamortized Discount	0		13
Unamortized Debt Issuance Expense	(121)		(112)
Current portion of long-term debt	(307)		(7)
Long-Term Debt, less current portion	10,581		10,877
Tranche B-III 2019 Term Loan
Long-term debt
Total Debt Obligations	0		815
TrancheB2020TermLoanTotal [Member]
Long-term debt
Total Debt Obligations	$ 0		1,796
Floating Rate Senior Notes due 2018 [Member]
Long-term debt
Debt Instrument, Interest Rate Terms	6-Month LIBOR +3.50%
Stated interest rate (as a percent)	4.762%						4.762%
Total Debt Obligations	$ 300		$ 300
2.0 Billion Tranche B-II 2022 Term Loan [Member]
Long-term debt
Debt Instrument, Interest Rate Terms	LIBOR +2.75%
Stated interest rate (as a percent)			3.50%
Total Debt Obligations	$ 0		$ 2,000
Tranche B Two Thousand Twenty Four Term Loan [Member]
Long-term debt
Debt Instrument, Interest Rate Terms	LIBOR +2.25%
Total Debt Obligations		$ 4,611
SeniorNotes6Point125PercentDue2021 [Member]
Long-term debt
Total Debt Obligations	$ 640		640
5point375SeniorNotesdue2022 [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		500
Senior Notes 5.375 Percent Due 2024 [Member]
Long-term debt
Total Debt Obligations	900		900
Senior Notes 5point 125Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations	700		700
Senior Notes 5point 375Percent Due 2025 [Member]
Long-term debt
Total Debt Obligations	800		800
Capital Leases
Long-term debt
Total Debt Obligations	183		183
Level 3 Communications, LLC
Long-term debt
Current portion of long-term debt	(2)		(2)
Long-Term Debt, less current portion	$ 12		13
Level 3 Communications, LLC \| Tranche B-III 2019 Term Loan
Long-term debt
Debt Instrument, Interest Rate Terms	LIBOR +3.00%
Level 3 Communications, LLC \| TrancheB2020TermLoanTotal [Member]
Long-term debt
Debt Instrument, Interest Rate Terms	LIBOR +3.00%
Level 3 Financing [Member] \| 7.0% Senior Notes due 2020
Long-term debt
Stated interest rate (as a percent)	7.00%				7.00%
Level 3 Financing [Member] \| SeniorNotes6Point125PercentDue2021 [Member]
Long-term debt
Stated interest rate (as a percent)	6.125%
Level 3 Financing [Member] \| 5.37percent Senior Notes Due 2022 [Member]
Long-term debt
Stated interest rate (as a percent)	5.375%
Level 3 Financing [Member] \| Senior Notes 5point 625Percent Due 2023 [Member]
Long-term debt
Stated interest rate (as a percent)	5.625%
Level 3 Financing [Member] \| Senior Notes 5point 125Percent Due 2023 [Member]
Long-term debt
Stated interest rate (as a percent)	5.125%
Level 3 Financing [Member] \| Senior Notes 5point 375Percent Due 2024 [Member]
Long-term debt
Stated interest rate (as a percent)	5.375%
Level 3 Financing [Member] \| Senior Notes 5point 375Percent Due 2025 [Member]
Long-term debt
Stated interest rate (as a percent)	5.375%
Level 3 Financing [Member] \| Senior Notes 5point 250Percent Due 2026 [Member]
Long-term debt
Stated interest rate (as a percent)	5.25%			5.25%	5.25%
Total Debt Obligations	$ 775		775			$ 775
Parent Company [Member]
Long-term debt
Current portion of long-term debt	0		0
Long-Term Debt, less current portion	$ 592		$ 592
Parent Company [Member] \| Senior Notes 5point75Percent Due 2022 [Member]
Long-term debt
Stated interest rate (as a percent)	5.75%

Long-Term Debt - Textuals (Deta

Long-Term Debt - Textuals (Details)	Feb. 22, 2017USD ($)	Apr. 21, 2016	Mar. 31, 2017USD ($)days	Dec. 31, 2016USD ($)	Sep. 30, 2016	Mar. 22, 2016USD ($)	Dec. 31, 2015
Long-term debt
Debt Instrument, Collateral Fee	$ 0.0025
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			101.00%
Total Debt Obligations			$ 11,009,000,000	$ 11,009,000,000
2017 (remaining nine months)			5,000,000
2,017			307,000,000
2,018			7,000,000
2,019			8,000,000
2,020			650,000,000
2,021			1,610,000,000
Thereafter			$ 8,422,000,000
Tranche B Two Thousand Twenty Four Term Loan [Member]
Long-term debt
Debt Instrument, Interest Rate, Effective Percentage			3.227%
Total Debt Obligations	$ 4,611,000,000
Tranche B Two Thousand Twenty Four Term Loan [Member] \| Level 3 Financing [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Long-term debt
Upfront basis point	0.0025
Tranche B Two Thousand Twenty Four Term Loan [Member] \| Level 3 Financing [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			0.00%
Tranche B III 2019 and Tranche B 2020 Term Loans [Member]
Long-term debt
Stated interest rate (as a percent)				4.00%
Senior Notes 5point 125Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations			$ 700,000,000	$ 700,000,000
Senior Notes 5point 125Percent Due 2023 [Member] \| Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)			5.125%
Senior Notes 5point 625Percent Due 2023 [Member]
Long-term debt
Total Debt Obligations			$ 500,000,000	500,000,000
Senior Notes 5point 625Percent Due 2023 [Member] \| Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)			5.625%
Tranche B-III 2019 Term Loan
Long-term debt
Total Debt Obligations			$ 0	815,000,000
TrancheB2020TermLoanTotal [Member]
Long-term debt
Total Debt Obligations			$ 0	1,796,000,000
7.0% Senior Notes due 2020 \| Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)		7.00%	7.00%
Debt Instrument, Redemption Price, Percentage		104.138%
Capital Lease Obligations [Member]
Long-term debt
Debt, Weighted Average Interest Rate			5.80%
Total Debt Obligations			$ 183,000,000	183,000,000
Senior Notes 5point 375Percent Due 2025 [Member]
Long-term debt
Total Debt Obligations			$ 800,000,000	$ 800,000,000
Senior Notes 5point 375Percent Due 2025 [Member] \| Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)			5.375%
2.0 Billion Tranche B-II 2022 Term Loan [Member]
Long-term debt
Stated interest rate (as a percent)				3.50%
Total Debt Obligations			$ 0	$ 2,000,000,000
Payments of Debt Extinguishment Costs			$ 44,000,000
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
2.0 Billion Tranche B-II 2022 Term Loan [Member] \| Level 3 Financing [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Long-term debt
Debt Instrument, Basis Spread on Variable Rate	225.00%		0.75%
Senior Notes 5point 250Percent Due 2026 [Member] \| Level 3 Financing [Member]
Long-term debt
Stated interest rate (as a percent)		5.25%	5.25%		5.25%
Total Debt Obligations			$ 775,000,000	775,000,000		$ 775,000,000
Floating Rate Senior Notes due 2018 [Member]
Long-term debt
Stated interest rate (as a percent)			4.762%				4.762%
Total Debt Obligations			$ 300,000,000	$ 300,000,000
Tranche B-III 2019, Tranche B 2020 and Tranche B 2022 Term Loans [Member] \| Level 3 Financing, Inc. \| London Interbank Offered Rate (LIBOR) [Member]
Long-term debt
Debt Instrument, Description of Variable Rate Basis			LIBOR
Tranche B-III 2019, Tranche B 2020 and Tranche B 2022 Term Loans [Member] \| Level 3 Financing [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Long-term debt
Debt Instrument, Basis Spread on Variable Rate			1.00%

Accumulated Other Comprehensi35

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Loss [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (387)	$ (301)
Other comprehensive income before reclassifications, net of tax	20	46
Amounts reclassified from accumulated other comprehensive loss	1	(1)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(366)	(256)
Net Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Loss [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(353)	(273)
Other comprehensive income before reclassifications, net of tax	20	48
Amounts reclassified from accumulated other comprehensive loss	0	0
Accumulated Other Comprehensive Income (Loss), Net of Tax	(333)	(225)
Defined Benefit Pension Plans
Accumulated Other Comprehensive Loss [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(34)	(28)
Other comprehensive income before reclassifications, net of tax	0	(2)
Amounts reclassified from accumulated other comprehensive loss	1	(1)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (33)	$ (31)

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
	Mar. 31, 2017	Mar. 31, 2016
Non-cash compensation expense and capitalized non-cash compensation
Nonvested restricted stock and restricted stock units (RSUs)	6
Stock-based compensation expense	$ 48	$ 47
Outperform Stock Appreciation Rights
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	0	1
Restricted Stock Units
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	28	21
Performance Restricted Stock Units
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	9	14
401 (K) Match Expense
Non-cash compensation expense and capitalized non-cash compensation
Stock-based compensation expense	$ 11	$ 11

Segment Information (Details)

Segment Information (Details) - USD ($) $ in Millions	3 Months Ended
Segment Information (Details) - USD ($) $ in Millions	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Reporting, Revenue Reconciling Item [Line Items]
Goodwill	$ 7,731		$ 7,729
Assets	25,071		24,888
Payments to Acquire Productive Assets	368	$ 297
Adjusted EBITDA by Segment	(705)	(710)
Revenue	2,048	2,051
Income Tax Expense	(70)	(90)
Other Expenses	(172)	(144)
Depreciation, Depletion and Amortization	(320)	(301)
Share-based Compensation	(48)	(47)
Net Income (Loss) Available to Common Stockholders, Basic	95	128
Goodwill, Translation Adjustments	2
Corporate and Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Assets	127		127
Payments to Acquire Productive Assets	48	40
Adjusted EBITDA by Segment	(240)	(230)
North America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Goodwill	7,024		7,024
Assets	20,942		20,818
Payments to Acquire Productive Assets	254	195
Adjusted EBITDA by Segment	(809)	(812)
Goodwill, Translation Adjustments	0
EMEA [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Goodwill	111		109
Assets	1,662		1,639
Payments to Acquire Productive Assets	31	39
Adjusted EBITDA by Segment	(56)	(54)
Goodwill, Translation Adjustments	2
Latin America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Goodwill	596		596
Assets	2,340		$ 2,304
Payments to Acquire Productive Assets	35	23
Adjusted EBITDA by Segment	(80)	(74)
Goodwill, Translation Adjustments	0
Core Network Service [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	1,946	1,946
Core Network Service [Member] \| North America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	1,594	1,601
Core Network Service [Member] \| EMEA [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	175	190
Core Network Service [Member] \| Latin America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	177	155
Wholesale Voice Services [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	102	105
Wholesale Voice Services [Member] \| North America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	98	99
Wholesale Voice Services [Member] \| EMEA [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	2	4
Wholesale Voice Services [Member] \| Latin America [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 2	$ 2

Commitments, Contingencies an38

Commitments, Contingencies and Other Items - Lawsuits (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2014	Sep. 30, 2014	Mar. 31, 2017
Loss Contingencies
Estimated Litigation Liability					$ 98
Peruvian Tax Litigation \| Pending Litigation
Loss Contingencies
Loss Contingency, Asserted Claim					18
Release of Loss Contingency Accrual	$ 11	$ 15
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					32
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 an39

Commitments, Contingencies and Other Items - Other Commitments (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Amount outstanding under letters of credit or other similar obligations	$ 39	$ 39
Collateralized by cash, that is reflected on the consolidated balance sheets as restricted cash	$ 34	$ 33

Condensed Consolidating Finan40

Condensed Consolidating Financial Information - Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Condensed Consolidating Financial Information
Revenue	$ 2,048	$ 2,051
Costs and Expenses:
Network access costs	691	694
Network related expenses	336	338
Depreciation and amortization	320	301
Selling, general and administrative Expenses	364	356
Total Costs and Expenses	1,711	1,689
Operating Income (Loss)	337	362
Other Income (Expense):
Interest income	2	1
Interest expense	(134)	(135)
Interest income (expense) affiliates, net	0	0
Equity in net earnings (losses) of subsidiaries	0	0
Other, net	(40)	(10)
Total Other Expense	(172)	(144)
Income (Loss) before Income Taxes	165	218
Income Tax Expense	(70)	(90)
Net Income (Loss)	95	128
Other Comprehensive Income (Loss), Net of Income Taxes	21	45
Comprehensive Income (Loss)	116	173
Level 3 Communications, Inc.
Condensed Consolidating Financial Information
Revenue	0	0
Costs and Expenses:
Network access costs	0	0
Network related expenses	0	0
Depreciation and amortization	0	0
Selling, general and administrative Expenses	1	1
Total Costs and Expenses	1	1
Operating Income (Loss)	(1)	(1)
Other Income (Expense):
Interest income	0	0
Interest expense	(9)	(9)
Interest income (expense) affiliates, net	377	342
Equity in net earnings (losses) of subsidiaries	(275)	(212)
Other, net	0	0
Total Other Expense	93	121
Income (Loss) before Income Taxes	92	120
Income Tax Expense	3	4
Net Income (Loss)	95	124
Other Comprehensive Income (Loss), Net of Income Taxes	21	45
Comprehensive Income (Loss)	116	169
Level 3 Financing, Inc.
Condensed Consolidating Financial Information
Revenue	0	0
Costs and Expenses:
Network access costs	0	0
Network related expenses	0	0
Depreciation and amortization	0	0
Selling, general and administrative Expenses	1	1
Total Costs and Expenses	1	1
Operating Income (Loss)	(1)	(1)
Other Income (Expense):
Interest income	0	0
Interest expense	(120)	(128)
Interest income (expense) affiliates, net	574	531
Equity in net earnings (losses) of subsidiaries	(646)	(541)
Other, net	(44)	0
Total Other Expense	(236)	(138)
Income (Loss) before Income Taxes	(237)	(139)
Income Tax Expense	(38)	(69)
Net Income (Loss)	(275)	(208)
Other Comprehensive Income (Loss), Net of Income Taxes	0	0
Comprehensive Income (Loss)	(275)	(208)
Level 3 Communications, LLC
Condensed Consolidating Financial Information
Revenue	920	866
Costs and Expenses:
Network access costs	323	320
Network related expenses	243	237
Depreciation and amortization	104	88
Selling, general and administrative Expenses	277	250
Total Costs and Expenses	947	895
Operating Income (Loss)	(27)	(29)
Other Income (Expense):
Interest income	2	0
Interest expense	(1)	(1)
Interest income (expense) affiliates, net	(869)	(801)
Equity in net earnings (losses) of subsidiaries	203	199
Other, net	5	2
Total Other Expense	(660)	(601)
Income (Loss) before Income Taxes	(687)	(630)
Income Tax Expense	(1)	(1)
Net Income (Loss)	(688)	(631)
Other Comprehensive Income (Loss), Net of Income Taxes	0	0
Comprehensive Income (Loss)	(688)	(631)
Other Non-Guarantor Subsidiaries
Condensed Consolidating Financial Information
Revenue	1,157	1,219
Costs and Expenses:
Network access costs	397	408
Network related expenses	93	101
Depreciation and amortization	216	213
Selling, general and administrative Expenses	85	104
Total Costs and Expenses	791	826
Operating Income (Loss)	366	393
Other Income (Expense):
Interest income	0	1
Interest expense	(4)	3
Interest income (expense) affiliates, net	(82)	(72)
Equity in net earnings (losses) of subsidiaries	0	0
Other, net	(1)	(12)
Total Other Expense	(87)	(80)
Income (Loss) before Income Taxes	279	313
Income Tax Expense	(34)	(24)
Net Income (Loss)	245	289
Other Comprehensive Income (Loss), Net of Income Taxes	21	45
Comprehensive Income (Loss)	266	334
Eliminations
Condensed Consolidating Financial Information
Revenue	(29)	(34)
Costs and Expenses:
Network access costs	(29)	(34)
Network related expenses	0	0
Depreciation and amortization	0	0
Selling, general and administrative Expenses	0	0
Total Costs and Expenses	(29)	(34)
Operating Income (Loss)	0	0
Other Income (Expense):
Interest income	0	0
Interest expense	0	0
Interest income (expense) affiliates, net	0	0
Equity in net earnings (losses) of subsidiaries	718	554
Other, net	0	0
Total Other Expense	718	554
Income (Loss) before Income Taxes	718	554
Income Tax Expense	0	0
Net Income (Loss)	718	554
Other Comprehensive Income (Loss), Net of Income Taxes	(21)	(45)
Comprehensive Income (Loss)	$ 697	$ 509

Condensed Consolidating Finan41

Condensed Consolidating Financial Information - Balance Sheets (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 1,947	$ 1,819	$ 1,004	$ 854
Restricted cash and securities	7	7
Receivables, less allowances for doubtful accounts	712	712
Due from affiliates	0	0
Other	141	115
Total Current Assets	2,807	2,653
Property, Plant and Equipment, net	10,285	10,139
Restricted Cash and Securities	31	31
Goodwill and Other Intangibles Assets, net	8,592	8,644
Investment in Subsidiaries	0	0
Deferred Tax Assets	3,305	3,370
Other Assets, net	51	51
Total Assets	25,071	24,888
Liabilities and Stockholders' Equity:
Accounts payable	750	706
Current portion of long-term debt	307	7
Accrued payroll and employee benefits	148	195
Accrued interest	101	129
Current portion of deferred revenue	275	266
Due to affiliates	0	0
Other	153	168
Total Current Liabilities	1,734	1,471
Long-Term Debt, less current portion	10,581	10,877
Deferred Revenue, less current portion	1,044	1,001
Other Liabilities	631	622
Commitments and Contingencies
Stockholders' Equity (Deficit)	11,081	10,917
Total Liabilities and Stockholders’ Equity	25,071	24,888
Level 3 Communications, Inc.
Current Assets:
Cash and cash equivalents	15	15	12	12
Restricted cash and securities	0	0
Receivables, less allowances for doubtful accounts	0	0
Due from affiliates	17,415	17,032
Other	0	0
Total Current Assets	17,430	17,047
Property, Plant and Equipment, net	0	0
Restricted Cash and Securities	22	22
Goodwill and Other Intangibles Assets, net	0	0
Investment in Subsidiaries	16,899	16,869
Deferred Tax Assets	53	51
Other Assets, net	0	0
Total Assets	34,404	33,989
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	3	11
Current portion of deferred revenue	0	0
Due to affiliates	0	0
Other	0	0
Total Current Liabilities	3	11
Long-Term Debt, less current portion	592	592
Deferred Revenue, less current portion	0	0
Other Liabilities	16	16
Commitments and Contingencies
Stockholders' Equity (Deficit)	33,793	33,370
Total Liabilities and Stockholders’ Equity	34,404	33,989
Level 3 Financing, Inc.
Current Assets:
Cash and cash equivalents	0	0	6	6
Restricted cash and securities	0	0
Receivables, less allowances for doubtful accounts	0	0
Due from affiliates	22,142	21,715
Other	0	0
Total Current Assets	22,142	21,715
Property, Plant and Equipment, net	0	0
Restricted Cash and Securities	0	0
Goodwill and Other Intangibles Assets, net	0	0
Investment in Subsidiaries	17,610	17,599
Deferred Tax Assets	2,650	2,687
Other Assets, net	0	0
Total Assets	42,402	42,001
Liabilities and Stockholders' Equity:
Accounts payable	3	0
Current portion of long-term debt	299	0
Accrued payroll and employee benefits	0	0
Accrued interest	91	110
Current portion of deferred revenue	0	0
Due to affiliates	0	0
Other	1	0
Total Current Liabilities	394	110
Long-Term Debt, less current portion	9,813	10,108
Deferred Revenue, less current portion	0	0
Other Liabilities	0	0
Commitments and Contingencies
Stockholders' Equity (Deficit)	32,195	31,783
Total Liabilities and Stockholders’ Equity	42,402	42,001
Level 3 Communications, LLC
Current Assets:
Cash and cash equivalents	1,838	1,700	886	727
Restricted cash and securities	1	1
Receivables, less allowances for doubtful accounts	18	26
Due from affiliates	0	0
Other	111	87
Total Current Assets	1,968	1,814
Property, Plant and Equipment, net	4,012	3,869
Restricted Cash and Securities	9	9
Goodwill and Other Intangibles Assets, net	352	353
Investment in Subsidiaries	3,655	3,674
Deferred Tax Assets	(1)	0
Other Assets, net	15	16
Total Assets	10,010	9,735
Liabilities and Stockholders' Equity:
Accounts payable	346	307
Current portion of long-term debt	2	2
Accrued payroll and employee benefits	112	160
Accrued interest	0	0
Current portion of deferred revenue	114	116
Due to affiliates	42,088	40,927
Other	125	127
Total Current Liabilities	42,787	41,639
Long-Term Debt, less current portion	12	13
Deferred Revenue, less current portion	760	719
Other Liabilities	160	155
Commitments and Contingencies
Stockholders' Equity (Deficit)	(33,709)	(32,791)
Total Liabilities and Stockholders’ Equity	10,010	9,735
Other Non-Guarantor Subsidiaries
Current Assets:
Cash and cash equivalents	94	104	100	109
Restricted cash and securities	6	6
Receivables, less allowances for doubtful accounts	694	686
Due from affiliates	2,531	2,180
Other	30	28
Total Current Assets	3,355	3,004
Property, Plant and Equipment, net	6,273	6,270
Restricted Cash and Securities	0	0
Goodwill and Other Intangibles Assets, net	8,240	8,291
Investment in Subsidiaries	0	0
Deferred Tax Assets	603	632
Other Assets, net	36	35
Total Assets	18,507	18,232
Liabilities and Stockholders' Equity:
Accounts payable	401	399
Current portion of long-term debt	6	5
Accrued payroll and employee benefits	36	35
Accrued interest	7	8
Current portion of deferred revenue	161	150
Due to affiliates	0	0
Other	27	41
Total Current Liabilities	638	638
Long-Term Debt, less current portion	164	164
Deferred Revenue, less current portion	284	282
Other Liabilities	455	451
Commitments and Contingencies
Stockholders' Equity (Deficit)	16,966	16,697
Total Liabilities and Stockholders’ Equity	18,507	18,232
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	(42,088)	(40,927)
Other	0	0
Total Current Assets	(42,088)	(40,927)
Property, Plant and Equipment, net	0	0
Restricted Cash and Securities	0	0
Goodwill and Other Intangibles Assets, net	0	0
Investment in Subsidiaries	(38,164)	(38,142)
Deferred Tax Assets	0	0
Other Assets, net	0	0
Total Assets	(80,252)	(79,069)
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	(42,088)	(40,927)
Other	0	0
Total Current Liabilities	(42,088)	(40,927)
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)	(38,164)	(38,142)
Total Liabilities and Stockholders’ Equity	$ (80,252)	$ (79,069)

Condensed Consolidating Finan42

Condensed Consolidating Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities	$ 539	$ 510
Cash Flows from Investing Activities:
Capital expenditures	(368)	(297)
(Increase) decrease in restricted cash and securities, net	0	(828)
Proceeds from sale of property, plant, and equipment and other assets	0
Net Cash Used in Investing Activities	(368)	(1,125)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	4,569	765
Payments on and repurchases of long-term debt and capital leases	(4,613)	(1)
Increase (decrease) due from-to affiliates, net	0	0
Net Cash (Used in) Provided by Financing Activities	(44)	764
Effect of Exchange Rates on Cash and Cash Equivalents	1	1
Net Change in Cash and Cash Equivalents	128	150
Cash and Cash Equivalents at Beginning of Period	1,819	854
Cash and Cash Equivalents at End of Period	1,947	1,004
Level 3 Communications, Inc.
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities	(16)	(17)
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 Used in Investing Activities	0	0
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	0	0
Payments on and repurchases of long-term debt and capital leases	0	0
Increase (decrease) due from-to affiliates, net	16	17
Net Cash (Used in) Provided by Financing Activities	16	17
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	15	12
Cash and Cash Equivalents at End of Period	15	12
Level 3 Financing, Inc.
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities	(135)	(92)
Cash Flows from Investing Activities:
Capital expenditures	0	0
(Increase) decrease in restricted cash and securities, net	0	(829)
Proceeds from sale of property, plant, and equipment and other assets	0
Net Cash Used in Investing Activities	0	(829)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	4,569	765
Payments on and repurchases of long-term debt and capital leases	(4,611)	0
Increase (decrease) due from-to affiliates, net	177	156
Net Cash (Used in) Provided by Financing Activities	135	921
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	6
Cash and Cash Equivalents at End of Period	0	6
Level 3 Communications, LLC
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities	109	130
Cash Flows from Investing Activities:
Capital expenditures	(233)	(159)
(Increase) decrease in restricted cash and securities, net	0	1
Proceeds from sale of property, plant, and equipment and other assets	0
Net Cash Used in Investing Activities	(233)	(158)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	0	0
Payments on and repurchases of long-term debt and capital leases	0	0
Increase (decrease) due from-to affiliates, net	262	187
Net Cash (Used in) Provided by Financing Activities	262	187
Effect of Exchange Rates on Cash and Cash Equivalents	0	0
Net Change in Cash and Cash Equivalents	138	159
Cash and Cash Equivalents at Beginning of Period	1,700	727
Cash and Cash Equivalents at End of Period	1,838	886
Other Non-Guarantor Subsidiaries
Condensed Consolidating Financial Information
Net Cash Provided by (Used in) Operating Activities	581	489
Cash Flows from Investing Activities:
Capital expenditures	(135)	(138)
(Increase) decrease in restricted cash and securities, net	0	0
Proceeds from sale of property, plant, and equipment and other assets	0
Net Cash Used in Investing Activities	(135)	(138)
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	0	0
Payments on and repurchases of long-term debt and capital leases	(2)	(1)
Increase (decrease) due from-to affiliates, net	(455)	(360)
Net Cash (Used in) Provided by Financing Activities	(457)	(361)
Effect of Exchange Rates on Cash and Cash Equivalents	1	1
Net Change in Cash and Cash Equivalents	(10)	(9)
Cash and Cash Equivalents at Beginning of Period	104	109
Cash and Cash Equivalents at End of Period	94	100
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 Used in Investing Activities	0	0
Cash Flows from Financing Activities:
Long-term debt borrowings, net of issuance costs	0	0
Payments on and repurchases of long-term debt and capital leases	0	0
Increase (decrease) due from-to affiliates, net	0	0
Net Cash (Used in) Provided by 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