Level 3 Communications, Inc. ("Level 3" or "we" or "us" or "our") held its 2012 annual meeting of stockholders on May 24, 2012. At the meeting, stockholders present in person or by proxy voted on the matters described below. The votes noted below are the final voting results.

There were 216,217,175 of our common stock entitled to vote at the 2012 annual meeting and a total of 200,323,643 shares (92.65% of the outstanding common stock) were represented at the meeting in person or by proxy.

1. Election of Directors: Stockholders elected each of the 12 directors named below to our Board of Directors (our "Board") to hold office until the annual meeting of stockholders in 2013 or until his successor is elected and qualified, based on the following votes:

                                  FOR        WITHHOLD    BROKER NON-VOTE
Walter Scott, Jr.             167,164,650    1,545,091        31,613,902
James Q. Crowe                166,819,207    1,890,534        31,613,902
General Kevin P. Chilton      167,205,121    1,504,620        31,613,902
Admiral Archie R. Clemins     167,018,728    1,691,013        31,613,902
Steven T. Clontz              167,166,853    1,542,888        31,613,902
Admiral James O. Ellis, Jr.   167,479,078    1,230,663        31,613,902
Richard R. Jaros              111,175,401   57,534,340        31,613,902
Michael J. Mahoney            111,225,314   57,484,427        31,613,902
Charles C. Miller, III        167,517,168    1,192,573        31,613,902
Peter Seah Lim Huat           162,334,865    6,374,876        31,613,902
John T. Reed                  165,368,851    3,340,890        31,613,902
Dr. Albert C. Yates           111,286,006   57,423,735        31,613,902

2. To approve an amendment to the Level 3 Communications, Inc. restated certificate of incorporation to increase the number of authorized shares of common stock, par value $.01 per share, from 293,333,333 to 343,333,333.

3. To approve the amendment of the Level 3 Communications, Inc. Stock Plan to increase the number of shares of our common stock, par value $.01 per share, that are reserved for issuance under the plan by 6.5 million.

4. To approve and ratify the implementation of the Rights Agreement that is designed to protect Level 3 Communications, Inc.'s U.S. net operating loss carryforwards from limitations pursuant to Section 382 under the U.S. Internal Revenue Code of 1986, as amended.

5. To approve the named executive officer compensation, which vote is on an advisory basis.

Attached as Exhibit 10.1 to this Current Report is the Level 3 Communications, Inc. Stock Plan, effective May 24, 2012.

(a) Financial Statements of Business Acquired None

(b) Pro Forma Financial Information None

(c) Shell Company Transactions None

(d) Exhibits

10.1 Level 3 Communications, Inc. Stock Plan, effective May 24, 2012.