UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
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Level 3 Communications, Inc.
(Name of Registrant as Specified In Its Charter)
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M57608-P34784 *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 23, 2013. LEVEL 3 COMMUNICATIONS, INC. LEVEL 3 COMMUNICATIONS, INC. 1025 ELDORADO BLVD. BROOMFIED, CO 80021 ATTN: INVESTOR RELATIONS Meeting Information Meeting Type: Annual Meeting For holders as of: March 28, 2013 Date: May 23, 2013 Time: 9:00 a.m. Location: Headquarters of Level 3 Communications, Inc. 1025 Eldorado Blvd. Broomfield, CO 80021 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.

Proxy Materials Available to VIEW or RECEIVE: M57609-P34784 Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: ANNUAL REPORT AND PROXY How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: (located on the If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 9, 2013 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M57610-P34784 Voting Items The Board of Directors Recommends a Vote FOR Items 1 and 2. 1. Election of Directors Nominees: 01) Walter Scott, Jr. 02) Jeff K. Storey 03) General Kevin P. Chilton 04) Admiral Archie R. Clemins 05) Steven T. Clontz 06) Admiral James O. Ellis, Jr. 07) T. Michael Glenn 08) Richard R. Jaros 09) Michael J. Mahoney 10) Charles C. Miller, III 11) John T. Reed 12) Peter Seah Lim Huat 13) Peter van Oppen 14) Dr. Albert C. Yates 2. To approve the named executive officer compensation, which vote is on an advisory basis. 3. To authorize the transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

M57611-P34784