Filed Pursuant to Rule 424(b)(3)
Registration No. 333-139838
Prospectus Supplement
(To Prospectus Dated January 5, 2007 and Supplemented March 30, 2007)
$180,000,000
LEVEL 3 COMMUNICATIONS, INC.*
Shares of Common Stock of Level 3 Communications, Inc.
Issuable Upon Conversion of 3.125% Convertible Senior Debentures due 2026 of
Broadwing Corporation
TABLE OF ADDITIONAL REGISTRANTS
Jurisdiction of Industrial I.R.S. Employer
Incorporation or Classification Identification
Name of Additional Registrants* Organization Code Number Number
------------------ --------------- ------------------
Broadwing Corporation Delaware 4813 52-2041343
Dorsal Networks, LLC Delaware 4813 52-2262523
United Cable Holdings, LLC Delaware 4813 20-3568123
Corvis Operations, Inc. Delaware 4813 42-1540478
Corvis Equipment, LLC Delaware 4813 00-0000000
Corvis Government Solutions, Inc. Delaware 4813 01-0733079
CIII Communications, LLC Delaware 4813 75-3105013
Broadwing Communications, LLC Delaware 4813 75-3105020
Broadwing Communications Real Estate Services, LLC Delaware 4813 27-0013737
Broadwing Communications Canada, LLC Delaware 4813 01-0776370
Broadwing Communications Holdings, Inc. Delaware 4813 20-3368922
Broadwing Communications Corporation Delaware 4813 36-4167094
Broadwing Financial Services, Inc. Delaware 4813 36-4260494
* Addresses and telephone numbers of principal executive offices are the same
as those of Level 3 Communications, Inc.
This prospectus supplement supplements the prospectus dated January 5,
2007 (as supplemented on March 30, 2007, the "prospectus") of Level 3
Communications, Inc. relating to the sale by certain holders of Broadwing
Corporation's 3.125% convertible senior debentures due 2026 and the shares of
Level 3 common stock issuable upon conversion of the convertible debentures. You
should read this prospectus supplement in conjunction with the prospectus, and
this prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supercedes the
information contained in the prospectus.
The following table supplements or amends, as noted, the information
contained in the table set forth in the prospectus under the caption "Selling
Stockholders." The table sets forth information with respect to the selling
stockholders identified below and the principal amounts at maturity of
beneficially owned by each selling stockholder identified below that may be
offered under the prospectus. The information is based on information provided
by or on behalf of the selling stockholders. The selling stockholders may offer
all, some or none of the common stock into which the convertible debentures have
been converted. Because the selling stockholders may offer all or some portion
of the common stock, no estimate can be given as to the amount of the common
stock that will be held by the selling stockholders upon termination of any
sales. In addition, since the date on which they provided the information
regarding their common stock, the selling stockholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their common
stock in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended. Unless otherwise indicated below, to our
knowledge, no selling stockholder named in the table below beneficially owns one
percent or more of our common stock.
Principal Amount of
Convertible Debentures Number of Shares of Level 3 Common Stock
------------------------------ ---------------------------------------------------
Percentage
Beneficially of Convertible Percentage
Selling Owned and Debentures Beneficially Offered Owned After Owned After
Securityholder Offered Hereby($) Outstanding Owned Hereby Offering Offering
---------------- ----------- ---------- --------- ----------- ------------
Castle Convertible Fund, 0 0 143,637 143,637 - -
Inc. (31)
(31) Fred Alger Management, Inc. has sole voting and dispositive power over the
registrable securities.
Information concerning the selling stockholders may change from time to
time and any changed information will be set forth in supplements to the
prospectus if and when necessary.
Investing in our common stock involves a high degree of risk. Please
carefully consider the "Risk Factors" beginning on page 5 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 13, 2007.