Cautionary Statement

2

Some statements made in this presentation are forward-looking in nature and are based on management's

current expectations or beliefs. These forward-looking statements are not a guarantee of performance and are

subject to a number of uncertainties and other factors, many of which are outside Level 3's control, which could

cause actual events to differ materially from those expressed or implied by the statements. Important factors that

could prevent Level 3 from achieving its stated goals include, but are not limited to, the company's ability to:

successfully integrate the Global Crossing acquisition or otherwise realize the anticipated benefits thereof;

manage risks associated with continued uncertainty in the global economy; obtain additional financing,

particularly in the event of disruptions in the financial markets; manage continued or accelerated decreases in

market pricing for communications services; maintain and increase traffic on its network; develop and maintain

effective business support systems; manage system and network failures or disruptions; develop new services

that meet customer demands and generate acceptable margins; adapt to rapid technological changes that could

adversely affect the company’s competitiveness; defend intellectual property and proprietary rights; obtain

capacity for its network from other providers and interconnect its network with other networks on favorable terms;

attract and retain qualified management and other personnel; successfully integrate future acquisitions;

effectively manage political, legal, regulatory, foreign currency and other risks it is exposed to due to its

substantial international operations; mitigate its exposure to contingent liabilities; and meet all of the terms and

conditions of its debt obligations. Additional information concerning these and other important factors can be

found within Level 3's filings with the Securities and Exchange Commission. Statements in this presentation

should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims

any such obligation to, update or alter its forward-looking statements, whether as a result of new information,

future events, or otherwise.

References to "pro forma" (PF) figures assume the Global Crossing transaction took place on January 1, 2011.

Level 3 is Well Positioned for Growth

• Large and growing global addressable market

• Broad portfolio of IP, optical and data center services

• Positive CNS revenue growth rate

• High operating leverage

• Improving credit profile

3

4

• Offers Businesses, Carriers, and Governments local-to-global solutions

• Creates an industry-leading customer experience

Provider of Choice for Global Wireline Business Needs

• Network facilities in 55 countries

• ~450 cities

• 105,000 intercity route miles

• ~35,000 metropolitan route miles

• 35,000 subsea route miles

• ~350 data centers

5

Global Assets: A Platform for Growth

• ~30% of Core Network Services (CNS) from outside the U.S.

• 64% of CNS revenue from enterprises

Diverse Customer Base = Multiple Growth Engines

4Q12 Core Network Services Revenue

By Region

By Customer Type

6

72%

15%

13%

North America

EMEA

Latin America 64%

36%Enterprise

Wholesale

7

Colocation & Data Center 10%

Voice Services 19%

Transport & Fiber 35%

IP & Data 36%

Note: Percentages are of 4Q12 Core Network Services Revenue

• Broad range of services addressing needs of service

providers, enterprises, and content owners

Broad Product Portfolio = Multiple Growth Engines

8

• Unique ability to connect bandwidth intensive traffic aggregation points

• Lower capital intensity than peers at ~12% of revenue

Level 3 Intercity Network

Cable Headends

Large Enterprises Medium Enterprises

Data Centers

Wireless Towers

Mobile Switching

Centers

Central Offices

Level 3 Metro

Networks

Content Sites

Advantageous Capital Expenditure Profile

• Achieved $190 million of annualized run-rate synergies since the integration closed in October 2011

• Remain on track to achieve 2/3 of synergies by the end of Q1 2013

• Additional synergy opportunities

• Improved credit profile

• Revenue synergies across geographies, products, and customer bases

• Remain focused on:

• Excellent customer service experience

• Continued milestone-based synergy achievement

Integration and Synergy Plan on Target

9

Annualized Run-Rate EBITDA

Synergies Achieved*

* Annualized Run-Rate EBITDA Synergies Achieved as of December 31, 2012

OpEx Synergies

$109

NetEx Synergies

$81

Improving Credit Profile

($ in Millions)

10

Pro forma

Dec 31, 2012

• The company completed over $4.5 billion of capital market transactions in 2012

• Refinanced Tranche B Term Loans in October 2012

• After the close of the quarter, repaid in full, at maturity, the $172 million of 15% 2013 Convertible Senior Notes

• Total Pro forma Debt as of December 31, 2012 of $8.6 billion

• Pro forma Cash on hand as of December 31, 2012 of $807 million

• Pro forma Net Debt to Adjusted EBITDA ratio of 5.3x

• Target leverage ratio of 3x-5x

• Average interest rate of 7.4%

Note:

• Maturities exclude capital leases and other debt of approximately $98 million

• Pro forma balances include repayments of $172 million of 15% 2013 Convertible Senior Notes

$775 $801 $640

$4,620

$1,675

2013 2014 2015 2016 2017 2018 2019 2020

Summary: Multiple Opportunities for Growth

11

• Unique global fiber network and data center platform

• Broad set of services

• Geographic and customer segment diversification

• $300 million of expected cost synergies

• Potential revenue synergies

• Industry leading incremental margins

• Rapidly improving credit profile

• Solid financial position with substantial liquidity

Regional Revenue by Channel

13

(1) Includes EMEA UK Government Revenue

(2) Prior period results have been adjusted to reflect pro forma revenues

(3) Assumes an acquisition date of January 1, 2011.

4Q11 3Q12 4Q12

4Q12/

3Q12

%Change

4Q12/

3Q12

%Change

Constant

Currency

CNS Revenue ($ in millions)

North America 976$ 1,008$ 1,024$ 1.6% 1.4%

Wholesale 388$ 381$ 388$ 1.8% 1.5%

Enterprise 588$ 627$ 636$ 1.4% 1.4%

EMEA 224$ 210$ 217$ 3.3% 0.9%

Wholesale 94$ 89$ 88$ (1.1%) (2.7%)

Enterprise 80$ 80$ 87$ 8.8% 5.2%

UK Government 50$ 41$ 42$ 2.4% 0.4%

Latin America 168$ 177$ 183$ 3.4% 4.5%

Wholesale 35$ 36$ 37$ 2.8% 5.6%

Enterprise 133$ 141$ 146$ 3.5% 4.2%

Total 1,368$ 1,395$ 1,424$ 2.1% 1.8%

Wholesale 517$ 506$ 513$ 1.4% 1.0%

Enterprise (1) 851$ 889$ 911$ 2.5% 2.2%

Total CNS 1,368$ 1,395$ 1,424$ 2.1% 1.8%

Wholesale Voice Services and Other

Revenue 211$ 195$ 190$ (2.6%) (2.3%)

Total Revenue 1,579$ 1,590$ 1,614$ 1.5% 1.3%

Services Revenue

14

$ in Millions

Core Network Services Revenue 4Q11 1Q12 2Q12 3Q12 4Q12

4Q12/

3Q12

%Change

4Q12/

4Q11

%Change

4Q12

% CNS

Colocation and Datacenter Services $133 $136 $137 $136 $141 4% 6% 10%

Transport & Fiber $486 $480 $485 $491 $494 1% 2% 35%

IP and Data Services $479 $493 $499 $505 $516 2% 8% 36%

Voice Services (local and enterprise) $270 $273 $265 $263 $273 4% 1% 19%

Total Core Network Services 1,368 1,382 1,386 1,395 1,424 2% 4%

Wholesale Voice Services and Other 211 204 200 195 190 (3%) (10%)

Total Revenue $1,579 $1,586 $1,586 $1,590 $1,614 2% 2%

Consistent Margin Profile

15

1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12

Total Revenue $866 $862 $895 $904 $914 $913 $927 $1,579 $1,586 $1,586 $1,590 $1,614

CNS Revenue Growth (1) (2) (0.1%) 0.3% 1.0% 1.3% 1.3% 1.7% 2.0% 1.0% 1.2% 0.7% 1.1% 1.8%

Gross Margin % 58.8% 59.9% 61% 61% 61% 62% 63% 58% 59% 59% 60% 59%

EBITDA $200 $209 $216 $222 $225 $226 $236 $271 $327 $353 $372 $388

EBITDA % 22.4% 23.4% 24% 25% 25% 25% 25% 17% 21% 22% 23% 24%

EBITDA-CapEx % 13% 12% 9% 12% 12% 11% 14% 8% 12% 11% 9% 12%

(1) On a constant currency basis

(2) Assumes an acquisition date of January 1, 2011.

Extensive Global Footprint Enables Capital Efficiency

16

• Lower capital intensity than our

peers at ~12% of revenue

• Success-based capital

represents majority of annual

spend

• Maintenance capex of ~$200-

$250 million/year

• ~$100 million of project-based

capex targeted at high return

opportunities

* Pro forma (PF) figure assumes the Global Crossing acquisition took place on January 1, 2011.

$313

$435

$624

$743

8%

12%10%

12%

2009 2010 2011 PF* 2012

CapEx CapEx as % of Revenue

Capital Markets Activity

($ in Millions)

17

Pro forma

Dec 31, 2012

($ in Millions)

March 31, 2012

$775 $801 $640

$4,620

$1,675

2013 2014 2015 2016 2017 2018 2019 2020

$172

$1,400

$775

$201

$700

$1,840

$2,305

$900

2013 2014 2015 2016 2017 2018 2019 2020