Attachment Exhibit F

This document pretains to SES-T/C-20161212-00945 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016121200945_1161265

CenturyLink/Level 3 FCC Form 312 Exhibit F FCC Form 312 Schedule A, Question A21 EXHIBIT F Transaction Description and Public Interest Statement DESCRIPTION OF THE TRANSACTION On October 31, 2016, CenturyLink, Inc. (“CenturyLink”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Level 3 Communications, Inc. (“Level 3”) (and together with CenturyLink, the “Applicants”), 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”). In connection with entering into the Merger Agreement, CenturyLink created a direct subsidiary, Wildcat Holdco, LLC, a Delaware limited liability company (“Holdco”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein (i) Merger Sub 1 will merge with and into Level 3 (the “Initial Merger”), with Level 3 surviving the Initial Merger as an indirect wholly-owned subsidiary of CenturyLink, and (ii) immediately following the effective time of the Initial Merger, Level 3 will merge with and into Merger Sub 2 (the “Subsequent Merger” and, together with the Initial Merger, the “Combination”), with Merger Sub 2 surviving the Subsequent Merger. Following the Combination, Merger Sub 2 will be a direct subsidiary of Holdco, and as a result, an indirect, wholly-owned subsidiary of CenturyLink. Under the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of Level 3 common stock, par value $0.01 per share (the “Level 3 Common Stock”), other than shares held by holders who properly exercise appraisal rights, will be converted into the

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 2 right to receive $26.50 in cash, without interest, and 1.4286 shares of CenturyLink common stock, par value $1.00 per share (the “CenturyLink Common Stock”) (the “Merger Consideration”). The Combination is subject to (i) the approval and adoption of the Merger Agreement by the stockholders of Level 3 and (ii) the approval by the shareholders of CenturyLink of the issuance of the CenturyLink Common Stock in the Initial Merger. The Combination also is subject to other customary closing conditions, including Commission approval. In connection with the execution of the Merger Agreement, CenturyLink, STT Crossing Ltd (“STT Crossing”), a subsidiary of Singapore Technologies Telemedia Pte Ltd and the current holder of approximately 18% of the outstanding Level 3 Common Stock, and for certain limited purposes Level 3, have entered into a Voting Agreement, dated as of October 31, 2016, pursuant to which STT Crossing has agreed to, among other things, vote all shares of Level 3 Common Stock owned by it in favor of the adoption of the Merger Agreement. CenturyLink and STT Crossing, which will own approximately 8.6% of the CenturyLink Common Stock after the completion of the Combination, also have entered into a Shareholder Rights Agreement, dated October 31, 2016 (the “Shareholder Rights Agreement”), pursuant to which CenturyLink has agreed to nominate one STT Crossing designee to its board for the first three annual meetings of CenturyLink following the completion of the Combination, unless STT Crossing does not beneficially own at least 85% of the CenturyLink Common Stock that it receives at the completion of the Combination. In addition, STT Crossing has agreed to certain standstill and transfer restrictions and CenturyLink has granted certain registration rights and information rights to STT Crossing, as set forth in the Shareholder Rights Agreement. Pre- and post-Transaction organization charts are attached hereto.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 3 PUBLIC INTEREST STATEMENT Approval of the proposed Transaction will enable the Applicants to combine their complementary networks to offer customers of enterprise services a broader range of on-net services and solutions than they currently can obtain from the Applicants individually, reduce both Applicants’ dependence on leased fiber facilities, and, by enhancing the combined company’s reach and financial profile, strengthen its ability to invest and compete for the long term. In doing so, the proposed Transaction will allow the combined company not only to provide better service and a fuller suite of solutions to its base of enterprise customers, but also to serve as a stronger competitor in the retail segment to AT&T, Verizon, and others, including large cable companies that have dramatically expanded their core offerings in recent years to compete successfully for these customers. CenturyLink and Level 3 have in the past focused primarily on serving different geographic areas and customer segments. CenturyLink is a mid-sized ILEC that provides voice, broadband, and video services to business and residential customers in rural, suburban and urban territories. CenturyLink serves some enterprise customers both within and outside of its ILEC territory, but its fiber-based footprint for high-demand services such as Ethernet is limited relative to that of its largest competitors, especially outside of its ILEC territory. CenturyLink has a relatively modest internet backbone and a small resale-based presence in the international transport market. In fact, it holds a small ownership interest in only one subsea cable that lands in the U.S. and otherwise leases all of its international transport capacity (including to and from the U.S.) from others.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 4 In contrast, Level 3 serves no residential customers. It focuses on serving businesses, primarily large enterprise customers. Most of Level 3’s customers are located outside of CenturyLink’s ILEC territory. Level 3 serves customer locations via its own fiber facilities where possible, but Level 3’s fiber facilities do not reach the majority of the customer locations it serves. Where this is the case, Level 3 serves the customer locations via end user connections leased from another carrier. Still, Level 3 has been able to use those connections to become a leader in the provisioning of high-demand Ethernet services to customers, again primarily outside of CenturyLink’s ILEC territory. Level 3 also has a significant internet backbone and an international transport business. The Transaction will enable the Applicants to combine these complementary businesses to become a more effective competitor in the provision of enterprise services — an area that is growing and evolving due to increased bandwidth needs. Competing in this area — where customers increasingly demand a broader array of facilities-based service offerings on a national or international scale — requires service providers to possess robust and far-reaching network infrastructure. This breadth enables larger providers to reduce operational costs and provide high levels of quality control to customers. Competing successfully in this area also requires service providers to possess the financial wherewithal and technical expertise to make additional prudent investments in their businesses, personnel, and other resources over time. By combining forces, CenturyLink and Level 3 will possess the resources necessary to compete more effectively in this environment. Both CenturyLink and Level 3 have proven track records when it comes to scaling their businesses through organic growth and acquisitions. This has enabled them to evolve over time. But their ability to continue to compete effectively in the provision of enterprise services is

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 5 challenged by the presence of other, larger-scale providers. Indeed, as the needs of enterprise customers have grown, both CenturyLink and Level 3 have found themselves at a competitive disadvantage vis-à-vis larger, better-capitalized competitors with greater national and in some cases global reach. AT&T and Verizon, for example, have fiber connections to far more enterprise locations nationwide than either CenturyLink or Level 3, and they therefore have a substantial advantage in competing for multi-location (including multi-national) customers. They also have greater resources. The market capitalizations of AT&T and Verizon, for example, are each approximately ten times that of CenturyLink or Level 3. Competition for enterprise customers is not limited only to large ILECs. The Applicants also face significant challenges from large cable companies such as Comcast and Charter, which increasingly are turning their attention to the provision of enterprise services, as well as from growing competitors such as Zayo, which has focused on building a competitive fiber infrastructure concentrated in the densest and most profitable areas and routes. Moreover, the Applicants must contend with foreign-based companies that serve global enterprise customers, such as British Telecom (“BT”) and Nippon Telegraph and Telephone (“NTT”). Although CenturyLink and Level 3 have worked hard to compete in this environment, the resources and scale of many of their competitors have only increased. By combining their network resources, services and solutions, the Transaction will enable the combined CenturyLink and Level 3 to become a more viable, better-resourced competitor with enhanced service delivery capabilities. At the same time, the Transaction will not result in any countervailing competitive harms. Data collected by the Applicants (and described more fully in Section B herein) make clear that the markets relevant to the Transaction are vibrant and competitive and will remain so after the Transaction is consummated. By bolstering the combined company’s ability to compete in

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 6 markets that will remain competitive, the Transaction will only increase the level of competition in these markets. The Transaction also will not affect existing contractual obligations between the Applicants and their customers; those obligations will continue to be governed by the relevant contractual terms once the Transaction closes. The Transaction will not adversely affect consumers, including those who receive residential services from CenturyLink. As noted above, Level 3 does not serve residential subscribers or consumers, and nothing about the Transaction is expected to negatively affect the portion of CenturyLink’s operations that is directed at the consumer segment. The Transaction will have no effect on CenturyLink’s regulatory obligations toward residential subscribers, or on any pending commitments or obligations CenturyLink may have in connection with those subscribers, such as rural broadband deployment obligations associated with the Connect America Fund. The Transaction’s focus is on enhancing the ability of the combined company to compete vigorously in the provision of enterprise services. In short, as discussed more fully herein, the Transaction will promote competition, will not result in any countervailing harms, and is in the public interest. A. The Transaction Will Bolster Competition for Enterprise Services 1. The Combined Company Will Offer a Complementary and Expanded Array of High-Quality Services Over a More Extensive and Robust Fiber Network The proposed Transaction, once consummated, will significantly enhance the Applicants’ combined network facilities, bolstering the combined company’s ability to compete for multi- location customers who prefer providers that are able to offer on-net access on a national or global scale. The combined company’s expanded reach will enable the company to serve a higher proportion of locations using its own end user connections, thus making the company a

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 7 stronger competitor in the enterprise market, particularly when compared with larger, highly- capitalized providers with greater reach such as AT&T, Verizon, and cable companies such as Comcast that present existing and increasing competitive threats. By increasing the number of its on-net end user connections, the combined company will be able to reduce its off-net access costs. It also will be able to provide better quality control for customers. As the Commission recently recognized in the context of its review of the Verizon-XO transaction, 1 it generally is better to serve customers with on-net facilities for a variety of reasons, including better responsiveness to service problems and greater control over the end-to-end arrangement to ensure that those service problems do not occur in the first place. By enabling the Applicants to reduce their dependence on leased fiber, the Transaction will enable the combined company to provide these types of benefits to its customers. The combination of CenturyLink and Level 3 will particularly improve the ability of the Applicants to serve multi-location customers. Presently, the Applicants compete for such customers in the U.S. and abroad not only against U.S.-based carriers but also against global providers such as BT and NTT, which have extensive networks in Europe and Asia. Service providers with the greatest network reach have the best prospects for competing for multi- location customers who, as noted above, are likely to prefer service providers that can provide an on-net presence for their national and, where applicable, international locations. The combined company’s improved network reach therefore will facilitate greater competition for multi- location customers, resulting in the sort of benefits to customers that competition naturally 1 See Applications of XO Holdings and Verizon Communications Inc. for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, DA 16-1281, WC Docket No. 16-70, at 35 ¶ 63 (rel. Nov. 16, 2016) (“Verizon-XO Approval Order”).

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 8 brings. Indeed, the Commission recently confirmed the “planned use of . . . fiber facilities to better compete for multi-location customers” as a significant public interest benefit. 2 By improving the ability of CenturyLink and Level 3 to serve multi-location customers, the Transaction will facilitate these same public interest benefits. The customer-facing benefits of owning fiber — rather than leasing it — are legion. Owning more of its own fiber means the combined company will have more complete information about the capacity and other characteristics of the specific network facilities used to serve each customer, as well as greater authority to monitor and manage the provision and maintenance of these facilities on the company’s own schedule, with less need to rely on and coordinate with third parties. As a result, the combined company will be able to review and approve customers’ orders more quickly. The company also will be in a better position to maximize service reliability by more rapidly identifying and correcting the source of any disruptions, avoiding unintended route redundancy by gaining visibility into path usage, and minimizing the need to hand off customers’ traffic to other networks, thereby reducing failure points in the system. The Commission recently found these factors to be precisely the sort of specific and identifiable public interest benefits that result from one service provider acquiring a fiber-based provider, which would be the case here. 3 The combination of CenturyLink and Level 3 also will facilitate the availability of complementary and improved enterprise service to customers. For example, through the acquisition of Level 3, CenturyLink’s Ethernet footprint will greatly expand not only in the U.S. 2 Id. 3 See id.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 9 but also abroad, where CenturyLink has a relatively small Ethernet presence. CenturyLink today offers customers a broad range of DSn connections, particularly within its ILEC territory, but its roll-out of high-capacity Ethernet services is more recent and it has not been as successful in selling Ethernet services as many of its competitors. 4 Level 3, on the other hand, has a long history of providing innovative Ethernet services, but it lacks the same degree of fiber connectivity to buildings as CenturyLink, especially within CenturyLink’s ILEC footprint. By combining forces, CenturyLink and Level 3 will be able to provide a more complete and fulsome array of connections and services to their customer base, positioning the combined company to compete more effectively against those who already provide this array of service offerings to customers. For instance, over time, the combined company expects that it will be able to utilize to greater effect Level 3’s Adaptive Network Control service, which allows customers to dynamically scale bandwidth usage up or down to meet their specific needs without requiring extensive planning. By making these and other services more widely available, the combined company will bring substantial operational and service benefits to their enterprise customers. Enterprise customers also will benefit from the combination of CenturyLink’s and Level 3’s expertise in the provision of managed services, content delivery networks, and internet protocol-based (“IP”) virtual private network (“VPN”) capabilities. Over time, the combined company will be able to leverage the strongest aspects of each of these services to produce a more efficient, higher-quality set of services than either Applicant offers today. For instance, although CenturyLink has one of the largest Multiprotocol Label Switching VPN networks in the 4 For example, Vertical Systems Group, an independent research company that focuses on business data network services, ranks CenturyLink fifth among Ethernet providers in total retail port sales. Mid-Year 2016 U.S. Carrier Ethernet LEADERBOARD, Vertical Systems Group (Aug. 18, 2016), http://www.verticalsystems.com/vsglb/mid- year-2016-u-s-carrier-ethernet-leaderboard (“VSG 2016 Ethernet LEADERBOARD”).

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 10 country, it has a comparatively smaller footprint internationally than Level 3’s IP VPN services. By combining resources, the Applicants will be better able to provide their customers with a broader array of these and other IT and related services. The Transaction also will greatly enhance the Applicants’ network security and advanced threat intelligence services, which will serve to provide greater security for customers’ data and systems. Enterprise customers increasingly are the targets of cyber-attacks, and the overall business and technological risks of operating in today’s highly connected environment are substantial. Through this Transaction, the combined company will have a market-leading security services portfolio with a full complement of adaptive intelligence, threat prevention, threat management, incident response and analysis services to support customers’ hosted or on- premises enterprise security programs and enable customers to react quickly to security incidents with data-driven plans and support from expert security staff. Together, the Applicants will leverage the best aspects of their respective security and intelligence services to provide customers with critical solutions that enable them to better protect their data and systems. By reducing the need for customers to develop, deploy and maintain their own security technology, the combined company’s robust security service offerings will provide customers an administratively easy and cost-efficient way to prepare for and manage their cybersecurity issues. 2. The Combined Company Will Mount a Stronger Challenge to Larger, Better Capitalized Competitors with Greater Reach The Transaction will enable the combined company to emerge as a stronger challenger to larger, better capitalized competitors with greater on-net reach in the provision of enterprise services. AT&T and Verizon are the largest players in the nationwide provision of enterprise

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 11 services and have a global reach that exceeds that of many other competitors. They also have significant financial scale. For example, in their fiscal year 2015, AT&T generated roughly $30 billion in enterprise revenue, 5 and Verizon generated just under $20 billion in such revenue. 6 In light of the Commission’s recent approval of the merger of Verizon and XO Communications, 7 another nationwide provider of enterprise services, Verizon no doubt is positioned to become an even more significant player in the provision of enterprise services. By increasing the Applicants’ scale and size, the Transaction will enhance the Applicants’ ability to compete against these larger providers. Large cable companies such as Comcast and Charter also present a significant competitive threat. Comcast, for instance, “is able to offer retail BDS across much of its facilities-based footprint,” 8 while Charter has invested significantly “in the expansion of its BDS capabilities since the beginning of 2013” and “aggressively seeks new business across its footprint.” 9 And in the few areas where cable companies may lack the facilities to serve business customers now, they are quickly filling those gaps in coverage. 10 For example, the 5 See AT&T Inc., Q3 2016 AT&T Earnings — Financial and Operational Results at 10 (Oct. 22, 2016), available at https://www.att.com/Investor/Earnings/3q16/master_3q16.pdf. 6 See Verizon Communications Inc., Financial and Operating Information at 15 (Sept. 30, 2016), available at http://www.verizon.com/about/file/19557/download?token=BW4QtXRt. This revenue data for Verizon predates its merger with XO. 7 See generally Verizon-XO Approval Order. 8 Comments of Comcast Corporation at 11, Business Data Services in an Internet Protocol Environment et al., WC Docket No. 16-143 et al. (filed June 28, 2016) (“Comcast BDS Comments”). 9 Reply Comments of Charter Communications, Inc. at 2, Business Data Services in an Internet Protocol Environment et al., WC Docket No. 16-143 et al. (filed Aug. 9, 2016) (“Charter BDS Reply”). 10 See Comments of the National Cable and Telecommunications Association at 3, Business Data Services in an Internet Protocol Environment; Special Access for Price Cap Local Exchange Carriers, WC Docket Nos. 16-143, 05-25 (filed June 28, 2016) (noting that cable companies have identified the business data services (“BDS”) market (continued…)

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 12 availability of non-ILEC-provided wholesale Ethernet access has risen sharply in recent years, 11 which is attributable in large part to the growth of cable providers. Furthermore, cable providers increasingly are viewed by customers as reasonably interchangeable relative to more traditional telecommunications carriers, as Ethernet services offered by the former are now comparable in quality to those offered by the latter. Although their overall revenues from the sale of services to enterprise customers currently trail those of the largest providers, cable companies are increasing their business service revenues and gaining market share. ATLANTIC-ACM expects cable providers’ overall wireline revenues to grow by $9.7 billion through 2021, “driven predominantly by success in business services.” 12 Indeed, cable companies’ Ethernet transport revenues have experienced a compound annual growth rate of 27.2 percent since 2014, and cable providers are projected to increase their proportion of business wireline revenues to 25.8 percent of total revenues by 2021 (up from 15.3 percent of total revenues in 2015). 13 In addition, the top six cable companies have grown to account for more than a quarter of the total U.S. Ethernet ports. 14 For instance, since 2012, Comcast’s and Charter’s combined port share alone has nearly doubled. 15 as “a significant source of new revenue” and “fully intend, at least in the absence of regulation, to continue vigorously competing in this market”). 11 See VSG 2016 Ethernet LEADERBOARD (noting that “[t]he competitive balance of the Ethernet marketplace is evident, as more than 60 percent of new connections were delivered by CLECs and Cable MSOs during the first half of 2016”). 12 ATLANTIC-ACM, “U.S. Telecom Wireline and Wireless Sizing Share Forecast: 2016-2021,” at 123 (Nov. 2016). 13 See id. at 44, 124-27; ATLANTIC-ACM, “Special Data Output” (Dec. 2016). 14 See Vertical Systems Group Special Inquiry (Dec. 2016). 15 See id. For purposes of this comparison, port shares of Time Warner Cable and Bright House were combined with Charter’s port share.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 13 These developments have had a significant impact on CenturyLink’s ability to compete for enterprise customers because the largest of these cable companies — Comcast and Charter — have a significant presence within CenturyLink’s ILEC region as well as outside of CenturyLink’s ILEC footprint. Indeed, in recent years the total number of high capacity circuits provided by CenturyLink in its ILEC region has declined considerably, with a large percentage of its customers switching to cable providers. This drain of enterprise customers from ILECs to cable companies is the result of intentional and strategic efforts by the latter to secure and expand their foothold in the provision of enterprise services. For instance, in comments filed in the Commission’s BDS proceeding, both Comcast and Charter explained that they have made significant investments in network infrastructure in an attempt to strengthen their position in the BDS marketplace, 16 and Charter further acknowledged that it engages in promotional pricing practices in an express effort “to win business from incumbent LECs and others.” 17 Indeed, Comcast today markets its extensive nationwide fiber network as “the largest facilities-based last mile alternative to the phone company in the United States.” 18 The Transaction will provide CenturyLink with the resources it needs to compete more effectively against these entities and trends, and enterprise customers will benefit directly from that competition. AT&T, Verizon and large cable companies are not the only meaningful competitors that the Applicants face. Other facilities-based competitors exist in both the U.S. and abroad, and 16 See Comcast BDS Comments at 7; Comments of Charter Communications, Inc. at 8, Business Data Services in an Internet Protocol Environment, WC Docket No. 16-143 (filed June 28, 2016). 17 Charter BDS Reply at 2. 18 See “Comcast Business: The Comcast Network,” available at https://cdn.pdc.business.comcast.com/~/media/business_comcast_com/PDFs/the_comcast_network_2013.pdf?rev=b 6e1ebe6-ff22-489d-bb29-13769486b1f3 (last visited Dec. 12, 2016).

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 14 they too are growing to become more formidable competitors. Just last month, for example, Zayo, an independent national infrastructure-focused provider, agreed to purchase Electric Lightwave, a regional communications company with substantial metro fiber assets in a number of West Coast markets. This acquisition will enhance Zayo’s already notable inter-city footprint and fiber presence within major metropolitan areas. BT and NTT, for their part, have extensive fiber-based networks outside the U.S. that provide them with competitive advantages that make it difficult for CenturyLink or Level 3 to expand further into these markets on their own. 3. The Combined Company Will Benefit from Continuity in Experienced Leadership that Has a Proven Track Record of Successfully Effectuating Combinations The executive team of the combined company will consist of top talent from CenturyLink and Level 3, which will ensure continuity in leadership with deep management and integration experience. After the close of the Transaction, Glen Post, CenturyLink’s current Chief Executive Officer and President, will serve as Chief Executive Officer and President of the combined company, and Sunit Patel, Level 3’s current Executive Vice President and Chief Financial Officer, will serve as Chief Financial Officer of the combined company. By retaining senior leadership from both companies, the combined company will ensure that the key qualities and attributes that have made CenturyLink and Level 3 successful to date in their respective businesses will carry forward to the new company. In addition, the combined company intends to evaluate and retain managers, engineers, and other personnel to be identified from both CenturyLink and Level 3 who will support the efforts of these senior leaders by continuing to offer their considerable skills and expertise to the combined company. Many of these individuals will have integration experience, including in the key enterprise segment that is the focus of this Transaction.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 15 CenturyLink and Level 3 also have a demonstrated record of successfully integrating the businesses they acquire and meeting or exceeding their synergy targets while continuing to provide high-quality service. For example, when CenturyLink acquired Embarq in July 2009, it successfully positioned the combined company as the largest independent telecommunications provider and the fourth largest telecommunications provider by access lines in the country. Subsequently, in April 2011, CenturyLink acquired Qwest and successfully went about integrating its operations, becoming the third largest ILEC in the country, with over 17 million access lines. Level 3, for its part, has a similar record of successful merger integrations. It acquired Global Crossing in October 2011 and in doing so increased the scale and reach of the combined company’s network, with extensive inter-city optical/IP backbones, undersea cable facilities, and metro facilities in North America, Europe and Latin America. Subsequently, in October 2014, Level 3 successfully integrated tw telecom into its operations, further increasing the breadth and scale of the combined company’s metro networks. In each of these transactions, the companies met or exceeded key merger integration targets they had established, including those pertaining to synergies, demonstrating clearly their ability to integrate their operations with minimal disruption to the customer experience. These successful merger integrations did more than improve CenturyLink’s and Level 3’s businesses. They enabled these companies to become more formidable competitors, thereby bringing the benefits of competition to customers. The Applicants expect these same benefits to follow from their proposed combination. 4. The Transaction Will Improve the Combined Company’s Financial Profile

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 16 Once completed, the Transaction is expected to bolster the financial profile of the combined company, thereby enhancing its ability to compete in the provision of enterprise services. The combined company will have approximately $19 billion in pro forma business revenue and $13 billion in business strategic revenue for the trailing twelve months ended June 30, 2016. Efficiencies enabled by the Transaction will improve access to capital, which will better position the company to make strategic investments in new infrastructure and services while eliminating duplicative network investments as standalone companies. This additional scope and scale will provide the combined company with greater purchasing power from vendors and access to the latest network technologies. The combined company also will be able to reduce its indebtedness more rapidly through increased free-cash flow generation that will result from its greater scale. In terms of revenue stability, more than three-fourths — 76 percent — of the combined company’s revenue will be derived from business customers, and 65 percent of the combined company’s core revenue will be from strategic services. The increased scale afforded by the combined company is expected to generate about $975 million of annual run-rate cash synergies, primarily from the elimination of duplicative functions, systems integration, and increased operational and capital efficiencies. The Commission recently recognized the public interest benefits of merger-specific efficiency gains. 19 The Applicants expect that the Transaction will 19 See, e.g., Verizon-XO Approval Order at 29-30 ¶ 51 (recognizing that “non-wage synergies will likely directly lower the marginal cost of providing service” and that “marginal cost savings are more likely to lead to consumer benefits”); Applications Filed for the Transfer of Control of Embarq Corporation to CenturyTel, Inc., Memorandum Opinion and Order, 24 FCC Rcd. 8741, 8759 ¶ 44 (2009) (finding merger-specific benefits where merger was “likely to result in savings in fixed and marginal costs, some of which are likely to accrue to the benefit of consumers”); Applications of Nextel Communications, Inc. and Sprint Corporation for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 20 FCC Rcd. 13,967, 14,017 ¶ 140 (2005) (continued…)

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 17 create a more stable, growth-oriented service provider with lower costs and the financial wherewithal to compete with larger, better-capitalized competitors in the market. These expected outcomes further demonstrate that the Transaction is in the public interest. B. The Transaction Will Not Result in Any Countervailing Competitive Harms 1. The Transaction Will Grow the Network Footprint of the Combined Company Without Harming Competition Historically, the Commission has evaluated competition for enterprise services on a geographic- and product-market-specific basis. 20 Applying this precedent to the proposed combination of CenturyLink and Level 3 suggests that the Commission will evaluate the effect of the Transaction on: (1) the market for internet backbone transmission services (i.e., IP transit); (2) the market for international transport services (including submarine cable facilities and the capacity needed to provide those services); (3) the market for long-haul services (including inter-city fiber needed to provide those services); and (4) the market for retail and wholesale enterprise services (including facilities needed to provide those services, e.g., connections to buildings and fiber transport facilities deployed near to buildings). (acknowledging the “merger specific efficiencies in information technology, billing, customer care, sales and marketing systems”). 20 See, e.g., Applications Filed for the Transfer of Control of tw telecom inc. to Level 3 Communications, Inc., Memorandum Opinion and Order, 29 FCC Rcd. 12,842,12,846-47, 12,848-49 ¶¶ 13-14, 16-17 (2014) (describing the relevant markets for merger analysis in terms of global footprint, metropolitan footprint, and on-net buildings); Applications Filed by Global Crossing Limited and Level 3 Communications, Inc. for Consent to Transfer Control, Memorandum Opinion and Order and Declaratory Ruling, 26 FCC Rcd. 14,056, 14,066, 14,069-70 ¶¶ 21, 30 (2011) (identifying the Tier 1 ISP and international transport markets as relevant markets for purposes of merger analysis); Applications Filed by Qwest Communications International Inc. and CenturyTel, Inc. d/b/a CenturyLink for Consent to Transfer Control, Memorandum Opinion and Order, 26 FCC Rcd. 4194, 4202 ¶ 16 (2011) (concluding that the relevant geographic market for wholesale special access services is “a particular customer’s location, because it would be prohibitively expensive for an enterprise customer to move its office location in order to avoid a ‘small but significant and nontransitory increase in the price’ of special access service”).

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 18 The combined company will face significant competition in each of these markets. As noted above, CenturyLink and Level 3 face formidable challenges from AT&T, Verizon, cable companies, and other non-ILEC vendors in the provision of enterprise services such as Ethernet. In addition, the Commission itself has acknowledged that the internet backbone transmission services and international transport services markets are characterized by high levels of competition. 21 Furthermore, and as explained more fully below, CenturyLink and Level 3 today have only a limited degree of overlap in any of these markets. As a result, the Transaction will not have a significant effect on the number of providers or the availability of such services in these markets. Even in the locations or on the routes in which CenturyLink and Level 3 today are both present, the proposed combination will not adversely affect competition because one or more competitors also are present (or sufficiently nearby) and thus would continue to make available competitive offerings to enterprise customers. Indeed, in these circumstances the Transaction could still be expected to increase competition overall because the combined company will be better-resourced and thus better able to offer customers compelling service alternatives on a regional, national and/or global scale as compared with those offered by other players. A more specific assessment of the effect of the proposed combination on these markets is provided below. Internet backbone transmission services. The market for internet backbone transmission services is marked by significant competition. Indeed, the Commission itself has acknowledged that the market for Tier 1 backbone providers “is both competitive and dynamic.” 22 The 21 See infra notes 22–23, 27. 22 AT&T Inc. and BellSouth Corporation Application for Transfer of Control, Memorandum Opinion and Order, 22 FCC Rcd. 5662, 5735 ¶ 143 (2007).

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 19 Commission recently found that “transit prices have fallen by more than 90 percent in the last five years alone,” 23 which demonstrates that the market for transit services remains quite healthy. The Applicants today compete against some of the largest Tier 1 backbone providers in the provision of transit services, and that will not change as a result of the Transaction. Level 3 has a significant internet backbone. CenturyLink’s IP backbone, however, is substantially smaller. According to the Center for Applied Internet Data Analysis (“CAIDA”), CenturyLink’s global IP network ranks seventeenth place, 24 while it does not make Dyn’s “Baker’s Dozen” list of the top thirteen global IP transit providers at all (and it has not since the 2012 edition of that report). 25 This demonstrates that the combination of CenturyLink and Level 3 will have little impact on the overall level of competition for IP transit services. Notably, the Dyn and CAIDA rankings are precisely the same sources on which the Commission relied in assessing the effects that the Verizon-XO transaction would have on the competitive availability of transit service. 26 International Transport Services. The international transport services market (particularly with respect to submarine cable facilities) is and will remain highly competitive after the Transaction is consummated. The Commission has in past transactions noted that “low barriers to entry” are found in the international transport marketplace, particularly with respect to 23 Verizon-XO Approval Order at 26 n.156; see also id. at 26 ¶ 44. 24 See Center for Applied Internet Data Analysis, AS Rank: AS Ranking, http://as-rank.caida.org/?mode0=as- ranking&data-selected=39 (last visited Dec. 12, 2016). 25 See Dyn, A Baker’s Dozen, 2015 Edition (Apr. 12, 2016), http://hub.dyn.com/dyn-blog/a-baker-s-dozen-2015- edition. 26 Verizon-XO Approval Order at 23 n.140; see also id. at 23 ¶ 40.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 20 submarine cables, and that “the relative ease of entry . . . make[s] competitive harm unlikely.” 27 Although Level 3 holds an interest in a number of subsea cable routes, CenturyLink holds a partial ownership interest in just one (which connects the U.S. and Japan) and otherwise leases all of its subsea capacity from other entities. Moreover, CenturyLink’s ownership interest in that single subsea cable is less than five percent (and the interest held by Level 3 is even smaller), meaning that the ability of the combined company to influence the operation of that cable will be limited. As a result, and as explained more fully in the Applicants’ contemporaneously filed Consolidated Submarine Cable Landing License Application, the Transaction will not lead to any meaningful concentration of facilities-based providers in the subsea cable market. Long-Haul Services. A competitive analysis undertaken by the Applicants confirms that the market for long-haul services will remain competitive after the close of the Transaction. The Applicants identified the overlapping long-haul routes that include fiber that either CenturyLink or Level 3 owns or has an indefeasible right of use (“IRU”) to employ and then, using publicly available information, compared these overlapping routes to the long-haul fiber routes of competitors. The data showed that all but three of the overlapping CenturyLink-Level 3 long-haul fiber routes are served by one or more of AT&T, Comcast, and/or Verizon, and that the three short routes that remain — Boise, ID, to Portland, OR; Jackson to Seminary, MS; and Birmingham to Montgomery, AL — are served by at least one other fiber competitor. 28 These 27 Applications of Cable & Wireless Communications PLC and Columbus New Cayman Limited for Transfer of Control of Cable Landing License and Section 214 Authorizations, Memorandum Opinion and Order, 30 FCC Rcd. 12,730, 12,740 ¶ 24 (2015). 28 These competitors include Zayo (Boise to Portland), Telepak (Jackson to Seminary), and Charter (Birmingham to Montgomery).

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 21 results demonstrate that there is no overlapping CenturyLink-Level 3 route that will not face competition after the consummation of the Transaction. Retail and wholesale enterprise services. Data collected and analyzed by the Applicants concerning the number of buildings within and outside of CenturyLink’s ILEC footprint that would or could be served with fiber by the combined company and other competitors post- Transaction demonstrate that the Transaction will not meaningfully diminish competition for the delivery of enterprise services. To start, the Applicants identified the number of buildings that each company serves with fiber (whether owned or through an IRU) and then compared their lists of fiber-fed buildings using Coding Accuracy Support System standardized addresses. 29 The list of fiber-fed building locations that would go from having two fiber providers to one as a result of the Transaction (“2:1 buildings”) was then compared by address to the GeoResults GEOLIT dataset (reflecting data reported for the third quarter of 2016) and Level 3-supplied lists of locations (based on its competitive intelligence) served by competitors. Each 2:1 building location was then compared spatially to these competitive datasets to determine the nearby competitors. The Applicants also used FCC Form 477 data reported for the fourth quarter of 2015 to determine if any building locations fell within a Census Block in which a competitor reported providing a maximum download speed of 100 Mbps or greater, either via hybrid fiber- coaxial facilities or fiber to the premises. Finally, the Applicants removed from the remaining pool all of the 2:1 buildings where business services are available from cable companies. 30 29 Any building not matched by address but within 250 feet of another unmatched building was considered the same location. 30 For purposes of this analysis, the availability of these providers’ business services was determined by comparing building addresses to locations in which cable companies provide business class service, according to the (continued…)

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 22 Based on the methodology described above, the Applicants tentatively conclude that there are only 90 2:1 buildings within CenturyLink’s ILEC region and 10 2:1 buildings outside of CenturyLink’s ILEC region where there is not a competitive provider within 0.1 miles. 31 The vast majority of the in-region buildings are located in one of five metropolitan statistical areas: Albuquerque, NM; Boise City, ID; Colorado Springs, CO; Denver-Aurora-Lakewood, CO; and Minneapolis-St. Paul-Bloomington, MN-WI. Physical inspections undertaken to confirm aspects of the Applicants’ analysis and identify additional in-building and nearby competitors (including cable companies) are ongoing, and the Applicants expect the final number of 2:1 buildings that lack nearby competitors may decline once such inspections have been completed. The data thus are clear that the enterprise markets relevant to the Transaction are vibrant and competitive, and will remain so upon consummation of the Transaction. 2. The Transaction Will Not Negatively Affect Existing Consumer Services or Alter the Contractual and Regulatory Commitments of the Applicants The Applicants recognize and appreciate that continuity of service is among the top priorities of their customers. The Transaction will have no effect on either CenturyLink’s or companies’ websites. This exercise has thus far been conducted for Comcast, Charter, Cox, and Time Warner Cable. 31 These figures reflect the “conservative” view, which the Commission used in its order approving the merger of Verizon and XO, that the 100 Mbps demand and 0.1 mile thresholds serve as reliable indicators of the existence of competitive constraints on the price for fiber. See Verizon-XO Approval Order at 13 n.76. The logic underlying this approach (one that has been used by the Commission and the Department of Justice) is that the revenues associated with a customer that demands 100 Mbps or more of service are sufficient to enable a competitor to construct facilities to the customer’s location. It stands to reason, however, that if the revenue opportunities at a building are larger than those associated with the sale of 100 Mbps of capacity, then competitive facilities at distances greater than 0.1 miles from the building can and should reflect the presence of a viable competitor for serving that building. Larger revenue opportunities can be the result of a higher capacity of demand at the building and/or more value- added services demanded by customers in the building. In all events, given that service providers are usually able to deploy facilities to serve buildings with especially high demand (as just one example, those with demand above one Gbps), such buildings should be considered to be subject to competition in all circumstances.

CenturyLink/Level 3 FCC Form 312 Exhibit F, Page 23 Level 3’s contractual and regulatory obligations to its customers. Specifically, the Transaction will not alter the rates, terms, and conditions of service under customers’ current contracts. The Applicants also will continue to abide by their ongoing obligations under existing interconnection agreements, as well as under applicable law, including, for example, those set forth in Sections 251 and 252 of the Communications Act. The Transaction also will not create a risk of any harm to consumers, including those who receive residential services from CenturyLink. The Transaction will in no way affect CenturyLink’s existing obligations or commitments to residential subscribers, all of which will remain intact. If anything, by making the combined company a stronger, better-resourced competitor in the enterprise market, CenturyLink can be expected to have greater resources at its disposal to serve all of its customers. The Applicants also expect that their internal systems will be consolidated and integrated efficiently, which will ensure that the services their customers receive continue without disruption. As noted above, past merger integration experiences provide a strong basis to expect this. In short, the Transaction will bring an array of benefits to enterprise customers without any countervailing harms to consumers or competition, and therefore promotes the public interest.

CenturyLink/Level 3 FCC Form 312 | Exhibit F Page 24 Exhibit A Pre- and Post-Transaction Corporate Ownership Charts

CenturyLink/Level 3 FCC Form 312 | Exhibit F Page 25 CenturyLink: Pre-Transaction Ownership Structure CenturyLink, Inc. (Louisiana) Wildcat Holdco, LLC (Delaware) Wildcat Merger Sub 1 LLC (Delaware) WWG Merger Sub LLC (Delaware) NOTE All interests 100%

CenturyLink/Level 3 FCC Form 312 | Exhibit F Page 26 Level 3: Temasek Holdings (Private) Limited (Singapore) Pre-Transaction Ownership Structure Singapore Technologies Telemedia Pte Ltd (Singapore) STT Communications Limited (Singapore) Other Shareholders 81.89% STT Crossing Ltd (Mauritius) 18.1% Level 3 Communications, Inc. (Delaware) Level 3 Financing, Inc. (Delaware) Level 3 Communications, LLC (Delaware) Holds domestic and international 214 authority; Level 3 GC Limited submarine cable landing license; wireless licenses (Bermuda) Level 3 International, Inc. Level 3 (Delaware) Telecom LLC TelCove WilTel Global Crossing IP Networks, Inc. Holds (Delaware) Operations, LLC Communications, Level 3 Communications (IMPSAT) North American (Delaware) Broadwing, LLC international (Delaware) LLC (Delaware) Nederland B.V. Holdings, Inc. Holds domestic (Delaware) 214 authority Holds domestic Holds domestic (Netherlands) (Delaware) 214 authority 214 authority 214 authority Global Crossing GC Impsat Holdings I Ltd. TelCove of Vyvx, LLC Broadwing North America, (UK) Level 3 Pennsylvania (Delaware) Communications, Inc. (New York) Telecom LLC (Delaware) Holds earth LLC (Delaware) Holds Holdings, Holds domestic station authority; Holds domestic international 214 LLC 214 authority wireless licenses 214 authority authority (Delaware) GC Impsat Holdings II Ltd. Holds (UK) domestic and international Global Crossing 214 authority Global Crossing Telecommunications Local Services, NOTES Inc. (Michigan) Inc. Impsat Fiber Networks, Inc. Holds domestic 214 (Michigan) (Delaware) authority and –– Direct interest Holds domestic Level 3 submarine cable Level 3 Level 3 214 authority Telecom landing license Telecom Domestic Management All interests 100% unless otherwise Holdings II, 214 indicated Global Crossing Americas Solutions, Inc. Co., LLC Licensees (Delaware) LLC, (Delaware) Group B* Holds domestic and international 214 (Delaware) * See List of Level 3 Entities Global Crossing authority; submarine cable landing Telemanagement, Providing Service Pursuant to license; earth station authority 1% GP 99% LP VA, LLC. Blanket Domestic Section 214 (Virginia) Authority Level 3 Level 3 Holds domestic Domestic Domestic 214 authority 214 214 Licensees Licensees Group A* Group C*

CenturyLink/Level 3 FCC Form 312 | Exhibit F Page 27 CenturyLink: Post-Transaction Organization CenturyLink, Inc. (Louisiana) Wildcat Holdco, LLC (Delaware) WWG Merger Sub LLC (Delaware) Level 3 Financing, Inc. (Delaware) Level 3 Communications, LLC (Delaware) Holds domestic and international 214 authority; Level 3 GC Limited submarine cable landing license; wireless licenses (Bermuda) Level 3 International, Inc. Level 3 (Delaware) Telecom LLC TelCove WilTel Global Crossing IP Networks, Inc. Holds (Delaware) Operations, LLC Communications, Level 3 Communications (IMPSAT) North American (Delaware) Broadwing, LLC international (Delaware) LLC (Delaware) Nederland B.V. Holdings, Inc. Holds domestic (Delaware) 214 authority Holds domestic Holds domestic (Netherlands) (Delaware) 214 authority 214 authority 214 authority Global Crossing GC Impsat Holdings I Ltd. TelCove of Vyvx, LLC Broadwing North America, (UK) Level 3 Pennsylvania (Delaware) Communications, Inc. (New York) Telecom LLC (Delaware) Holds earth LLC (Delaware) Holds Holdings, Holds domestic station authority; Holds domestic international 214 LLC 214 authority wireless licenses 214 authority authority (Delaware) GC Impsat Holdings II Ltd. Holds (UK) domestic and international Global Crossing 214 authority Global Crossing Telecommunications Local Services, NOTES Inc. (Michigan) Inc. Impsat Fiber Networks, Inc. Holds domestic 214 (Michigan) (Delaware) authority and –– Direct interest Holds domestic Level 3 submarine cable Level 3 Level 3 214 authority Telecom landing license Telecom Domestic Management All interests 100% unless otherwise Holdings II, 214 indicated Global Crossing Americas Solutions, Inc. Co., LLC Licensees (Delaware) LLC, (Delaware) Group B* Holds domestic and international 214 (Delaware) * See List of Level 3 Entities Global Crossing authority; submarine cable landing Telemanagement, Providing Service Pursuant to license; earth station authority 1% GP 99% LP VA, LLC. Blanket Domestic Section 214 (Virginia) Authority Level 3 Level 3 Holds domestic Domestic Domestic 214 authority 214 214 Licensees Licensees Group A* Group C*

CenturyLink/Level 3 FCC Form 312 | Exhibit F Page 28 List of Level 3 Entities Providing Service Pursuant to Blanket Domestic Section 214 Authority Group A: Group B: Group C: Level 3 domestic Section 214 entities Level 3 domestic Section 214 entities that Level 3 domestic Section 214 entities that are direct, wholly-owned are direct, wholly-owned subsidiaries of that are direct, wholly-owned subsidiaries of Level 3 Telecom Level 3 Telecom Holdings, LLC subsidiaries of Level 3 Telecom Holdings II, LLC Management Co., LLC Level 3 Telecom of California, LP Level 3 Telecom of Arizona, LLC Level 3 Telecom of Alabama, LLC Level 3 Telecom of Florida, LP Level 3 Telecom of Colorado, LLC Level 3 Telecom of Arkansas, LLC Level 3 Telecom of Georgia, LP Level 3 Telecom Data Services, LLC Level 3 Telecom of D.C., LLC Level 3 Telecom of Hawaii, LP** Level 3 Telecom of Idaho, LLC Level 3 Telecom of Kansas City, LLC Level 3 Telecom of Indiana, LP Level 3 Telecom of Illinois, LLC Level 3 Telecom of Kentucky, LLC Level 3 Telecom of New Jersey, LP Level 3 Telecom of Iowa, LLC Level 3 Telecom of Louisiana, LLC Level 3 Telecom of New York, LP Level 3 Telecom of Minnesota, LLC Level 3 Telecom of Maryland, LLC Level 3 Telecom of North Carolina, LP Level 3 Telecom of New Mexico, LLC Level 3 Telecom of Mississippi, LLC Level 3 Telecom of Wisconsin, LP Level 3 Telecom of Ohio, LLC Level 3 Telecom of Nevada, LLC Level 3 Telecom of Oregon, LLC Level 3 Telecom of Oklahoma, LLC Level 3 Telecom of South Carolina, LLC Level 3 Telecom of Virginia, LLC Level 3 Telecom of Tennessee, LLC Level 3 Telecom of Texas, LLC Level 3 Telecom of Utah, LLC ** Also holds submarine cable landing Level 3 Telecom of Washington, LLC license


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Document Modified: 2016-12-12 20:05:09
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