LOCAL TELEPHONE COMPANY

ANNUAL REPORT

OF THE

RECEIVED $I I& %

ARK P W C SERVICE COI N G i ? SECTION

NAME Level 3 Communications. LLC (Here show In full the exact corporate. firm or Individual namo of tho rospondant)

LOCATED AT 1025 Eldorado Blvd; Broomfield, CO 80021 (Horn give tho loution. Including slreet and number of tho raspandant's main businass ofica within tho Stab)

COMPANY # 345 (Here giw tho APSCasslgned company nurnbar)

TO THE

ARKANSAS PUBLIC SERVICE COMMISSION

COVERING ALL OPERATIONS

FOR THE YEAR ENDING DECEMBER 3 1 , Z O E

LETTER OF TRANSMITTAL

To: Arkansas Public Service Commission Post Office Box 400 Little Rock, Arkansas 72203-0400

Submitted herewith is the annual report covering the operation of

of 325 Eldorado Blvd; Broomfietd, CO 800;for the year ending December 31,2007. This report is submitted in

accordance with Section 51 of Act 324 of the 1935 Acts of Arkansas. The following report has been carefully examined by me, and I have yecuted the verification given below.

Level 3 Communications, LLC (compa W )

(Location)

Dougyas A. Richards Senior Vice President, Tax

(Title)

STATE OF Colorado }

COUNTY OF Broomfield 1 I, the undersigned,

) ss.

Douglas A. Richards, Senior Vice President, Tax of the (Name and Title)

Level 3 Communications, LLC W V W )

, on my oath do say that the following report has

been prepared under my direction from the original books, papers, and records of said utility: that 1 have carefully examined the same, and declare the same a complete and correct statement of the business and affairs of said utility in respect to each and every matter and thing set forth, to the best of my knowledge, information, and belief; and I further say that no deductions were made before stating the qross revenues, and that accounts and figures contained in the foregoing statements embrace all of the

(Slgnathre of Notary)

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

I

GENERAL INSTRUCTIONS, DEFINITIONS, ETC.

Two (2) copies of thls report. properly filled out and verified shalt be filed with the Utility Division of the Arkansas Public Service Cornmisslon. . . . .

Little Rock.-Arlmcansas. on or before the 31st day of March following the close of the calendar year fw whlch the report Is made.

2 The word "respondentw in the fdlowing inquiries means the person. firm. assoclatlon or company In whose behalf the report is made.

3 If any schedule does not appty to the respondent. such fact should be shown on the schedule by the words "not applicable."

Except in cases where they are especially authorized. wncellatlons. arbitrary check marks. and the like must not be used either as partic. Dr

enure answers to Inquiries.

Reports should be made out by means which result in a permanent record. The copy in all cases shall be made out In permanent black ink or with permanent black typewriter ribbon. Entries of a contrary or opposite character (such as decreases reported in a column providing for both increases and decreases) should be shown in red ink or enclosed in parentheses.

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This report will be scanned In. Please blnd with clips only.

Answers to inquiries contalned in the following forms must be complete. No answer will be accepted as satisfactory whlch attempts by reference to any paper. document. or return of previous years or other reports. other than the present report. to make the paper or document or portion thereof thus referred to a part of the answer without setting it out Each report must be complete withln Ilself.

In cases where the schedules prodded In this report do not contain sufficlent space or the Information &led for, or If it is otherwlse necessary or deslrable. additionat statements or schedules may be Inserted for the purpose of fuurther explanation of accounts or schedules. They should be legibly made on paper of durable quality and should conform with this form In size of page and width of margln. Thls atso applies to all special or unusual entries not provided for In thk form. Where Information called lor herein knot given. state ful[y the reason for I t s omlssion.

Schedules supporting the revenue accounts and fumlshlng statistics should be so arranged as to effect a division In the operatlons as to those lnslde and outside the state.

Answers to all inqulries may be in even dollar figures. with cents omitted and with agreeing totals.

Each respondent should make its report in duplicate. retalnlng one copy lor its files for reference. In ease correspondence with regard to such report becomes necessary. For this reason. several copies of the accompanying forms are sent to each utility company concerned.

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

E-Mail .

Give the name, title, ofice address, telephone number and e-mail address ofthe person to whom any correspondence concerning this report should be addressed:

Name Rhonda Brunetti Title Tax Manager

Address 1025 Eldorado Blvd; Broomfield, CO 80021 n Telephone Number 720-888-3149

E-Mail rhonda.bruneffi@,Ievel3.com

Give the name, address, telephone number and e-mail address of the resident agent:

Name Corporation Service Company Telephone Number

ll Address 300 Spring Btdg, Ste 900,300 Spring Street; Little Rock, AR 72201

LEG1

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

ID€NTITY OF RESPONDENT

I. Give the exact name by which respondent was known in law at the dose of the year. Use the initial word ‘The” only when it is part of the name:

Level 3 Communications, LLC

2. Give the location (including street and number) of (a) the main Arkansas business ofice of respondent at the close of the year, and (b) if respondent is a foreign corporation, the main business office if not in this state:

(a) NIA (b) 1025 Etdorado 8Ivd; Broomfield, CO 80021

3. Indicate by an x in the proper space (a) the type of senrice rendered, and (b) the type of organization under which respondent was operating at the end of the year.

(a) ( 1 Electric, ( ) Gas, ( ) Water, ( X ) Telephone, ( ) Other

(b) ( 1 Proprietorship, ( ) Partnership, ( ) Joint Stock Association, ( ) Corporation, ( X ) Other (describe below): LLC

4. I f respondent is not a corporation, give (a) date of organization, and (b) name of the proprietor or the names of all partners, and the extent of their respective interest at the close of the year.

(a) 1211 I1 997

(b) NIA

5. If a corporation, indicate (a) in which state respondent is incorporated, (b) date of incorporation, and (c) designation of the general law under which respondent was incorporated, or, if under special charter, the date of passage of the act:

(a) NIA

(b) NIA

(c) NIA

6. State whether or not respondent during the year conducted any part of its business within the State of Arkansas under a name or names other than that shown in response to inquiry No. 1 above, and, if so, give full particulars:

NIA

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

7. State whether respondent is a consolidated or merged company. I f so, (a) give date and authority for each consolidation or merger, (6 ) name all constituent and merged companies, and (c) give like particulars as required of the respondent in inquiry No. 5 above:

(a) NIA

(b) NIA

(c) NIA

8. State whether respondent is a reorganized company. IC so, give (a) name of original corporation, (b) date of reorganization, (c) reference to the laws under which it was reorganized and (d) state the occasion of the reorganization, whether because of foreclosure of mortgage or otherwise, giving full particulars.

(a) NIA

(b) NIA

(c) NIA

(d) NIA

9. Was respondent subject to a receivership or other trust at any time during the year? If so, state:

(a) Name of receiver or trustee: NIA

(b) Name of beneficiary or beneficiaries for whom trust was maintained: NIA

(c) Purpose of the trust: NIA

(d) Give (1) date of creation of receivership or other trust, and (2) date of acquisition of respondent: (1) NIA (2) NIA

10. Did the respondent act in any of the capacities listed in Paragraph (a) below during the pastyear? NO If so,

(a) Indicate the applicable one by an X in the proper space:

( ) Guarantor, ( 1 Surety, ( ) Principat-obligor to a surety contract, ( ) Principal-obligor to a guaranty contract.

NO

(b) Insert a statement showing the character, extent, and terms of the primary agreement or obligation, inctuding (I) names of all parties involved, (2) extent of liability of respondent, whether contingent or actual, (3) extent of liabilities of the other parties, whether contingent or actual, and (4) security taken or offered by respondent.

LEC-2

REPORT TO ARKANSAS PUBUC SERVICE COMMISSION

Office Address

DIRECTORS

3ive the name and office addresses of all directors at the close of the year, and dates of beginning and Zxpiration of terms. Chairman (*) and Secretary (") marked by asterisks.

Name of Director

See attached.

PRINCIPAL OFFICERS AND KEY MANAGEMENT PERSONNEL

Give the title of the principal officers, managers and key personnel, the names and office addresses of persons holding such positions at the close of the year.

Ofice Address Name of person hoIding office at close of year Title

See attached.

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

Level 3 Communications, LLC

GROSS ASSESSABLE REVENUES

Description

ARKANSAS GROSS ASSESSABLE REVENUES (excluding Interstate Tolls)

LOCAL EXCHANGE SERVICE STATISTlCS

ACCESS LINES

Residence

Business

~~~~

TOTAL RESIDENTIAL & BUSINESS ACCESS LINES ~~ ~~

PBX Access lines

Coin or Credit Card Paystation Access Lines

Company Official Access Lines (Numbers)

TOTAL ACCESS LINES

Amount

$3,260,280

ARKANSAS

NIA

NIA

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

STATEMENT OF ACCURACY

I do hereby state that t h e amounts contained in this report are true and accurate, schedules have been cross-referenced by use of the attached check list, and that the accuracy of all totals has been verified by me or under my supenrision. Should I or anyone under my supervision become aware of any error in or omission from this report, 1 will take steps to notify the Arkansas Public Service Commission of such error or omission and provide corrected schedules as soon as possible.

President, Tax

REPORT TO ARKANSAS PUBLIC SERVICE COMMISSION

ldba Official Mailing Address

Comaanv Information

1025 Eldorado Btvd; Broomfield, CO 80021

ICompanv Name l~eve13 Communications. LLC II

Fuel Adjustment Report

Cost of Debt Report

Income Taxes

E-MAIL

rhonda. bnrnetti@level3.com I NIA I

rhonda. brunetti@level3.com -1 NIA 1 rhonda. brunettiOlevel3. corn

bruce. kolacnv6!level3.com 4 Please list the number of utility employees located in Arkansas 3 .

Level 3 Conmmunications, LLC 2007 Officers

FULL-NAME Dondiego, Barbara M (Barbara) Yetman, Christopher S (Chris) Johnston, Robed P. (Robert) McCarthy, Robert W (Bob) Heveran, John C (John) Dundon, Kevin J. (Kevin) Baack, Sara J. (Sara) Carpenter, Cynthia F (Cynthia) Narang, SuniI (Sunil) Boyes, Gordon M. (Gordon) Roberts, Scott W. (Scott) Betteker, Jeffrey M (Jeff) Glowczewsky, Robert J. (Robert) Dutch, Dave (Dave) Bagby, Buford (Boots) Strickling, Lawrence E (Larry) Marcinko, William E (Bill) Faulkner, John R (John) Ryan, Michael P. (Mike) Carollo, Michael (Mike) Archer, Jason T. (JT) Jerich, Michael J. (Michael) Schlagbaum, Craig A. (Craig) Leddy, Timothy E. (Tim) Pujet, Nicolas (Nicolas) Capers, James A. (Jim) Ottinger, Andrew E. (Andy) Trainor, Stephen James (Stephen) Garcia, Diane M. (Diane) Adams, Liza J. (Liza) Drew, Dale C. (Dale) Feder, Darren N (Darren) Ross, Steven J. (Steve) Favero, James E (Jim) Hill, Debra A (Debra) FIinko, John W (John) Cannella, Stephen J (Stephen) Driscoll, Kenneth J. (Ken) Thomas, Royce E. (Royce) Kane, Alastair James (Alastair) Daigle, Steven (Steve) Tate, Martha L. (Martha) Buzzelli, Jeffrey M (Jeff) Cleveland, Jennifer L (Jennifer) Daum, George C (George) Sugg, Norman E. (Gene) Ramsey, Sonia (Sonia)

J 0 B-TI T L E VP, Marketing SVP, Service Management Centers VP, NOC SVP Mergers 8L Acquisitions SVP Info Technology GVP, Service Delivery SVP Wholesale Voice Services VP Business Operations and Marketing VP, FPW VP Network Planning & Provisioning SVP Enterprise Sales SVP Sates Engineering VP Business Operations VP Business Operations VP Supply Chain Mgmt VP Federal Public Policy VP Customer Financial Services VP Network Accounting SVP, Business Sojutions Partnering VP Quality Assurance VP Sales Engineers VP Partner Sales VP Partner Sales SVP Customer Operations VP Corporate Strategy VP Test Engineering VP Tax VP Strategy VP Service Center VP Segment Marketing VP Security VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales

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Level 3 Conrnrnunications, LLC 2007 Officers

Milner, Steven G. (Steve) Parker, James S (James) Miller, Lisa K. (Lisa) Lind, John W. (John) Gant, Brian C. (Brian) Rees, Dwight C. (Dwight) Lynch, Patrick G. (Pat) Hardman, Chris S (Chris) Schulz, Wolfgang P (Peter) Haertling, John W. (John) Cochran Jr, Richard L (Rich) Guillaume, Lisa Ann (Lisa) Farnon, Maria M. (Maria) Harding, Joseph W. (Joe) Andrews, Shaun C (Shaun) Savill, Timothy Paul (Paul) Simmonds, Phi1 (Phil) Friedberg, Emily S. (Emily) Swart, Andrew D (Andrew) Perez, Carlos E. (Carlos) Gordon, Chris B (Chris) Lee, Paula J (Paula) Jorgensen, Jason G. (Jason) DiGeronimo, Richard J. l J (Richard) Masinter, Robert A. (Robert) DeLong, Edgar S (Ed) Parker, Billy J (Billy) Vogt, Jeffrey S (Jeff) Agarwal, Anshu (Anshu) Allen, Jeffrey T. (Jew Martin, Dennis J (Jay) Corne, Arnold W. (Rusty) Susskind, Howard J. (Howard) Novak, Robert (Bob) Steiner, Dwight E. (Dwight) LeapIey, Samantha T. (Samantha) Hunt, William P. Ill (Bill) Means, James E (Jim) Pribyl, James C. (James) Finberg, Valerie B. (Valerie) Ciccone, Lori P. (Lori) Pierantozzi, Andrea L (Andrea GavalazVP Interconnection Svcs Brown, Jason M. (Jason) Paul, Kevin T. (Kevin) Grace, Gail L (Gail) Moore, Martha J. (Marti) Isom, William B. (Blake) Cmil, Jennifer D. (Jen)

VP Sales VP Sales VP Sales VP Sales VP Sales VP Sales VP Real Estate VP Public Relations VP Provisioning VP Provisioning VP Provisioning VP Product MgmtlDelivery VP Product MgmtlDelivery VP Product MgrntlDelivery VP Product MgmtlDelivery VP Product MgmtlDelivery VP Product Delivery VP Product Delivery VP Product Delivery VP Product Delivery VP Planning, Deployment & Activation VP Planning, Deployment & Activation VP Planning, Deployment & Activation VP Offer Management VP Offer Management VP Offer Management VP Offer Management VP Offer Management VP Offer Management VP Offer Management VP Offer Management VP Offer Management VP Network Planning Group VP Network Development VP Managing Corporate Counsel VP Managing Corporate Counsel VP Managing Corporate Counsel VP Managing Corporate Counsel VP Legal (Lobbyist) VP Investor Relations VP Internal Audit

VP Integration & Dev Svcs VP Integration & Dev Svcs VP Info Technology VP Info Technology VP HR Business Partner VP HR Business Partner

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Level 3 Conmmunications, LLC 2007 Officers

Stuckey, James C (Jay) VP Finance Williams, Kenneth E. (Ken) VP Field Operations Aldridge, Michael E. (Mike) VP Field Operations Elbert, Timothy F (Tim) VP Field Operations Miller, Denis (Denis) VP Field Operations Polachek, Jeffrey (Jeff) VP Field Operations Collins, Michael (Mick) VP Customer Service Vonderhaar, Chris A. (Chris) VP Customer Service Sharpe, Michael F. (Mike) VP Customer Service Jennings, James T (Torn) VP Customer Service Dalla Betta, Stephen (Stephen) VP Customer Care Lepard, Cecil W, (Cecil) VP Corp Development James, Mark A. (Mark) VP Corp Development Fullagar, David P, (David) VP Content Delivery Network (CDN) Newton, Christopher A. (Chistopher) VP Content Delivery Network (CDN) Wohnoutka, William R. (Bill) OHara, Jeffrey C (Jeff) Mathis, Julie A (Julie) Riederer, Michael S. (Mike) Anderson, John P (Pat) Clay, William E. {William) Miller, Charles C. (Buddy) Butrym, Craig A (Craig) Strohmeyer, Kart A. (Karl) Padula, Michael A. (Michael) Brito-Amador, John (John) Smith, Derek D (Derek) Tench, Jeffrey A. (Jeff) Russo, Glenn S. (Glenn) Coleman, Todd C. (Todd) Franklin, John William (John) Dunbar, Randolph B. (Randy) McNeat, MyrIe L. (MyrIe) Neilt, Peter D (Peter) McConnell, Matthew W (Matt) Morche, Edward C. (Edward) Hogge, Jerome W. (Jerry) Neppl, Daniel (Dan) El-Aawar, Nasser N. (Nasser) Dugan, Andrew J. (Andrew) Skarda, Duke S. (Duke) Dum, Michael N. (Michael) Smallwood, Robert D (Rob) Moss, Chad E. (Chad) Vion, Michele (Michele) Yates, Robert M. (Bob) Ryan, John M. (John) Eckstein, Neil J. (Neil)

VP Business Development VP Access Mgmt (AMO) VP Access Mgmt (AMO) VP Access Mgmt (AMO) VP Access Mgmt (AMO) VP Access Mgmt (AMO) Vice Chairman SVP Sales Region SVP Sales Region SVP Sales Region SVP Sales Region SVP Sales & Customer Service SVP Product Delivery SVP Product Delivery SVP Product Delivery SVP Planning & Deployment SVP Offer Management SVP Offer Management SVP Offer Management SVP Offer Management SVP Offer Management SVP Offer Management SVP Network Development SVP Network Architecture SVP Network Architecture SVP Info Technology SVP Info Technology SVP Info Technology SVP Info Technology SVP HR Susiness Partners Assistant Chief Legal Officer Assistant Chief Legal Officer SVP Group General Counsel

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Level 3 Conmmunications, LLC 2007 Officers

Mooney, Michael J. (Michael) Licata, Lon A. (Lon) Sousek, Fred J. (Fred) Lawler, Fredrick M (Fred) Taylor, Mark J. (Mark) Chambliss, Cathleen (Cathleen) Howson, David (David) Grey, Robin E. (Robin) Mortensen, Eric J. (Eric) Dev, lndraneel (Neel) Choksi, Sureel A. (Sureel) Hobbs, John N. (Neil) Abdel, Raouf (Raouf) O'Hara, Kevin J. (Kevin) Hart, Kevin T (Kevin) Crouch, Andrew E. (Andrew) Howell, Jaseph M. Ill (Josh) Gips, Donald H. (Don) Patel, Sunit (Sunit) Waters, John F. Jr. (Jack) Stortz, Thomas C. (Tom) Crowe, James Q. (Jim) Paolini, Alain (Atain) Walter, Steven M. (Steve) Pofido, Margaret E. (Meg)

SVP Group General Counsel SVP Group General Counsel SVP Financial Planning & Strategy SVP Field Operations SVP Emerging Opportunities SVP Comp, Benefits & HRIS SVP Access Mgmt (AMO) SVP & Corp Treasurer SVP & Corp Controller SVP & CFO Global Network Svcs & Metro Network Svc President, Wholesale Markets Group President, Global Network Services President, Business Markets Group President 8 COO Chief Information Officer (CIO) GVP, Sales GVP, Public Relations GVP, Corporate Strat & Dev Chief Financial Officer (CFO) Chief Technology Officer (CTO) EVP, Chief Legal Officer Chief Executive Officer SVP Talent & Organizational Dvlpmnt SVP Network Planning & Provisioning Chief Human Resources Officer

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