Exhibit 99.1
(LOGO)                                              Level 3 Communications, Inc.
                                                         1025 Eldorado Boulevard
                                                      Broomfield, Colorado 80021
                                                                  www.Level3.com


                                                                    NEWS RELEASE


FOR IMMEDIATE RELEASE

Level 3 Contacts:
Media:            Josh Howell                        Investors:       Robin Grey
                  720/888-2517                                      720/888-2518



            Level 3 Reports Fourth Quarter and Full Year 2002 Results

        Company Turns Operating Cash Flow Positive During Fourth Quarter

          Balance Sheet Improved through $500 Million in Debt Reduction
                         and $285 Million in Asset Sales

                       Level 3 Closes Genuity Transaction

           Company Expects to Turn Free Cash Flow Positive During the
                             Second Quarter of 2004


BROOMFIELD,  CO, February 4, 2003 - Level 3 Communications,  Inc.  (Nasdaq:LVLT)
today  announced its fourth  quarter 2002 results.  The net loss for the quarter
was  $313  million,   or  $0.73  per  share.   Excluding  certain  one-time  and
extraordinary items, the net loss for the quarter was $240 million, or $0.56 per
share, versus previously announced projections of a net loss per share of $0.70.
One-time and extraordinary items included a $44 million  extraordinary gain from
debt for equity  exchanges on  non-convertible  debt  securities,  a $68 million
expense associated with debt for equity exchanges of convertible  securities,  a
$89 million gain from the sale of Commonwealth  Telephone stock and $138 million
in non-cash asset impairment charges.

Consolidated  GAAP Revenue for 2002 was $3.15  billion,  a 105 percent  increase
from  2001,  largely  as a result of the  company's  acquisitions  of  Corporate
Software and Software  Spectrum.


Communications  GAAP revenue for 2002 was $1.1  billion,  a 15 percent  decrease
from $1.3 billion in 2001.  The decline in revenue was  primarily  due to a $288
million  reduction in upfront dark fiber  revenue in 2002,  partially  offset by
growth in communications services revenue.

Consolidated  EBITDA,  excluding stock based  compensation  expense and non-cash
impairments and restructuring  charges,  was $118 million for the fourth quarter
and $354  million for the full year,  compared to negative  $300 million for the
full  year  2001.  Consolidated  Adjusted  EBITDA,  defined  by the  company  as
Consolidated  EBITDA plus changes in cash deferred  revenue and non-cash cost of
goods sold,  was $121  million for the fourth  quarter and $457  million for the
year,  compared  to  $659  million  for  the  full  year  2001,   excluding  the
discontinued Asian operations.

"I am pleased with the substantial  improvement in performance we have made this
quarter,"  said  James  Q.  Crowe,  CEO  of  Level  3.  "We  experienced  modest
improvement  in  new  communications  sales  and  revenue,  which  coupled  with
continued tight management of expenses, resulted in positive Operating Cash Flow
for the first time.  We look  forward to  integrating  Genuity's  operations  to
further increase cash flow over time."

Overview
The company's core business consists of communications and information services.
The company's non-core  businesses include coal mining and toll road operations.
The company  reports  separately  the  financial  results of the  communications
business, information services business and other businesses.

Communications Business Segment


           Fourth Quarter Communications Business Financial Highlights


Metric                                Fourth Quarter Actuals   Fourth Quarter
($ in millions)                                                Projections (1)
- ------------------------------------- ------------------------ -----------------
Communications GAAP Revenue           $273                     $250
- ------------------------------------- ------------------------ -----------------
Communications Cash Revenue           $275                     $250
- ------------------------------------- ------------------------ -----------------
Communications Services Revenue       $243                     $223
- ------------------------------------- ------------------------ -----------------
Reciprocal Compensation Revenue       $30                      $27
- ------------------------------------- ------------------------ -----------------
Communications Cost of Revenue        $39                      Not Provided
- ------------------------------------- ------------------------ -----------------
Communications SG&A                   $136                     Not Provided
- ------------------------------------- ------------------------ -----------------
Communications EBITDA                 $105                     $55
- ------------------------------------- ------------------------ -----------------
(1)      Projections issued October 30, 2002.


Communications GAAP Revenue and Cash Revenue:
Communications GAAP revenue for the fourth quarter 2002 was $273 million, versus
$269 million for the fourth  quarter 2001, and versus $274 million for the third
quarter 2002. Included in total  communications GAAP revenue was $243 million of
communications  services  revenue and $30  million  attributable  to  reciprocal
compensation revenue.  Reciprocal  compensation increased to $30 million for the
fourth  quarter  2002 from $28 million in the third  quarter 2002 as


a result of expected one-time settlement revenue of $13 million partially offset
by a  decrease  due to  annual  contractual  limits on  reciprocal  compensation
payments made by certain carriers.  Communications  services revenue,  excluding
non-recurring termination revenue and customer settlements,  increased from $220
million  during the third quarter 2002 to $233 million during the fourth quarter
2002.

Communications cash revenue,  defined as communications  revenue plus changes in
cash  deferred  revenue,  was $275 million for the fourth  quarter 2002 and $1.2
billion for the full year 2002.  Communications  cash revenue  includes  upfront
cash  received for dark fiber and other  capacity  sales that are  recognized as
GAAP  revenue  over the life of the  contract,  generally  ranging  from 5 to 20
years. As the difference between  communications GAAP revenue and communications
cash revenue is not expected to be material going forward,  the company does not
plan to report communications cash revenue in future quarters.

"During the fourth quarter,  we saw continued  strength in our softswitch and IP
services segments, as well as modest growth in new sales of transport services,"
said Kevin  O'Hara,  president  and COO of Level 3.  "Additionally,  the rate of
customer disconnects continued to decline."

The company  recently  announced new customer  agreements with AOL,  Cablevision
Systems, Claranet, NORDUnet, United Online and Verizon.

Cost of Revenue
Communications  cost of revenue  for the fourth  quarter  2002 was $39  million,
resulting in an 86 percent gross margin,  versus 85 percent in the third quarter
2002 and 67 percent in the same period last year. For the full year 2002,  gross
margin for the  communications  business increased to 81 percent from 54 percent
for the full  year  2001  primarily  as a result of the  migration  of  customer
traffic to the Level 3 network from leased facilities.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A expenses for the fourth quarter 2002 were $136 million, a 9
percent decrease over third quarter 2002 SG&A expenses of $150 million, and a 34
percent  decrease over fourth  quarter 2001 SG&A expenses of $207 million.  SG&A
expenses  during the fourth  quarter  were lower than  expected  due to one-time
accrual reductions  totaling $16 million.  The year over year decrease primarily
resulted from the company's ongoing cost containment programs.  The total number
of employees in the communications  business was approximately  2,725 at the end
of the fourth quarter 2002.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
Communications EBITDA,  excluding stock-based  compensation expense and non-cash
impairments and restructuring  charges, was positive $105 million for the fourth
quarter  2002,   versus  positive  $84  million  for  the  third  quarter  2002.
Communications  EBITDA was positive $282 million for the full year 2002 compared
to negative $322 million for the full year 2001.

Communications  EBITDA margin increased to positive 38 percent this quarter from
positive 31 percent for the  previous  quarter,  and negative 29 percent for the
same period in 2001.



Capital Expenditures
Consolidated gross capital  expenditures for property,  plant and equipment were
$45 million for the quarter and $218 million for the year. However,  reported or
"net" capital  expenditures were negative $6 million for the quarter,  primarily
as  a  result  of  the  final  payments  made  with  respect  to  several  large
construction contracts at costs that were below previously estimated and accrued
amounts.  During the quarter,  the company closed out contracts that resulted in
net  reversals  of  previously  reported  capital  expenditures  of $51 million.
Capital  expenditures  for the fourth  quarter 2002  included  approximately  $2
million for the information services and other businesses.

Network and Operational Highlights
At the end of the  fourth  quarter,  Level 3  offered  services  in 73  markets,
consisting of 57 markets in North America and 16 markets in Europe.  The company
has local fiber networks in 36 markets and has constructed approximately 947,000
local fiber miles to date.

Level 3 continues to be focused on providing  industry  leading customer service
and operational  performance.  The company's  proprietary  provisioning  system,
ONTAPSM, enables the company to provide its customers superior dependability and
responsiveness.

In  January  2003,  Level 3 was  recognized  by  Frost &  Sullivan  as the  Next
Generation  Service  Provider  of the Year.  Frost & Sullivan,  a global  growth
consulting leader,  presents awards to companies that demonstrate  excellence in
their industry.

Information Services Business Segment
Results for the information  services  business  include the company's  Software
Spectrum and (i)Structure  subsidiaries.  The results of Corporate  Software are
consolidated with Software Spectrum.  As a result of the company's  acquisitions
of Software Spectrum and Corporate  Software during 2002, prior year comparisons
for the information services business are not meaningful.

Revenue
Information  services  revenue  was $642  million for the fourth  quarter  2002,
representing a 16 percent  decrease over the previous  quarter and falling short
of the company's previous projection of $750 million.  The revenue shortfall was
primarily  a result of  Microsoft's  sales  promotions  earlier in the year that
increased  third quarter  revenues but diminished the typical  seasonality  that
results in higher fourth quarter revenues.

EBITDA
EBITDA,   excluding  stock-based  compensation  expense,  from  the  information
services  business was positive $5 million for the fourth  quarter,  compared to
positive  $14 million for the  previous  quarter and negative $3 million for the
same period last year,  which included only the  (i)Structure  business.  EBITDA
lagged the company's previous projections primarily due to the revenue shortfall
and  higher  than  expected  one-time  integration  expenses  during  the fourth
quarter.  The total number of employees in the information services business was
approximately 3,550 at the end of the fourth quarter.




Other Businesses
Revenue
Revenue from the company's  coal mining  business and its interest in California
Private  Transportation  Company  (CPTC) was $30 million for the fourth  quarter
2002, versus $29 million for the third quarter 2002 and $28 million for the same
period last year.  In January  2003,  Level 3 sold its  interest in its Southern
California toll road, which resulted in the company receiving  approximately $46
million in cash and a reduction in the company's long-term debt of approximately
$139 million.

EBITDA
EBITDA from the  company's  coal mining  business  and its  interest in CPTC was
positive $8 million for the fourth quarter 2002 compared to positive $11 million
last quarter and negative $2 million for the fourth quarter 2001.

Consolidated Expenses
Stock-Based Compensation Expense: The company recognized $27 million in non-cash
expenses  for  stock-based  compensation  during the fourth  quarter  2002.  The
company's  OSO program  represents  the  principal  component  of the  company's
stock-based  compensation.  Since the  inception of this  program in 1998,  this
expense has been accounted for in accordance with SFAS No. 123,  "Accounting For
Stock-Based  Compensation."  Level 3  expenses  the  value of OSOs and its other
stock-based compensation over the respective vesting period.

Under Level 3's plan, OSOs are issued  quarterly,  with the value of the options
indexed  to the  performance  of the  company's  common  stock  relative  to the
performance of the Standard & Poor's 500 (S&P 500) Index.

Depreciation and  Amortization:  Depreciation and amortization  expenses for the
quarter were $201 million,  consistent  with third quarter 2002 and a 22 percent
decrease over the fourth quarter 2001 depreciation and amortization  expenses of
$258 million,  primarily due to the impairment charge recorded during the fourth
quarter 2001.

Working Capital, Operating Cash Flow and Liquidity
During the fourth quarter 2002, the company's consolidated working capital was a
source of approximately $8 million in cash.  Working capital  requirements  were
favorable  to  previous  projections  primarily  due  to  higher  than  expected
collections of receivables in the information services business.

Operating  Cash Flow,  defined by the company as  Consolidated  Adjusted  EBITDA
minus capital  expenditures and working capital  requirements,  was positive $84
million in the fourth  quarter  2002  compared to  negative  $32 million for the
previous  quarter.  Operating  Cash Flow for the full year 2002 was negative $57
million.

Free Cash Flow,  defined by the  company as  Operating  Cash Flow minus net cash
interest  expense,  was  negative  $6 million  during the  fourth  quarter  2002
compared to negative $152 million for the third quarter. Operating Cash Flow and
Free Cash Flow  benefited  from the higher than expected  communications  EBITDA
during the quarter  and higher  than  expected  receivables  collections  in the
information services business.


Cash and marketable  securities,  plus  restricted  cash of $400 million held as
security  under the  company's  credit  facility,  was $1.5 billion at year end,
compared to the company's  previously  issued  projection  of $1.3 billion.  The
higher  than  expected  cash  balance was  primarily  due to the sale of certain
non-core  assets during the fourth  quarter and higher than  expected  Operating
Cash Flow.

Acquisition of Genuity Assets and Operations
As announced today,  Level 3 completed its acquisition of  substantially  all of
Genuity,  Inc.'s  assets and  operations.  Level 3 paid $60  million in net cash
consideration to Genuity and assumed certain long-term operating agreements.  As
part of the  transaction,  the company also paid $77 million in cash for prepaid
network  vendor  services to be used by Level 3 during  2003.  The company  also
expects to incur one-time integration costs of approximately $75 to $100 million
during 2003.

As a result of the transaction, Level 3 now operates one of the largest Internet
backbones in the world and is the primary provider of Internet  connectivity for
tens of millions of dial-up and broadband  subscribers,  through its ISP,  cable
and DSL customers.

As part of this  transaction,  Level 3 has assumed  most of  Genuity's  existing
customer contracts and in addition, has signed new multi-year customer contracts
that  together  represent  expected  revenue  in excess of $1  billion  over the
remaining life of the agreements. The company expects the Genuity transaction to
provide approximately $600 million of new revenue to Level 3 during 2003.

"This  transaction  significantly  improves Level 3's financial  position," said
Crowe. "It adds substantial new revenue from high-quality  customers and creates
value by  generating  significant  network and  operating  cost  synergies,  and
reduced  capital  expenditures  for the  combined  business.  As a result of the
Genuity  transaction,  the  company's  projection  of free cash flow positive is
accelerated to the second quarter of 2004."

Debt Reduction and Asset Sales
Debt Reduction
Since the  beginning  of the fourth  quarter,  the  company has reduced the face
amount of  consolidated  debt by  approximately  $500  million,  including  $139
million through the CPTC  transaction  completed in January 2003. The balance of
the debt  reduction  occurred  during the fourth  quarter and  consisted of $295
million face amount of debt for equity  exchanges in which the company issued 24
million  new shares of common  stock,  and a reduction  in mortgage  debt by $59
million through the sale of excess real estate.

"We're pleased with the continuing improvement in our balance sheet through debt
reductions,"  said Sureel Choksi,  CFO of Level 3. "Over the past 18 months,  we
have reduced the face amount of debt by  approximately  $2.9  billion  through a
combination of cash  repurchases,  debt for equity exchanges and asset sales. As
we've said in the past, we'll continue to evaluate debt reduction  opportunities
over time."





Asset Sales
Commonwealth Telephone
During the fourth quarter,  the company received  approximately  $159 million in
net proceeds  from the sale of 4.74  million  shares of  Commonwealth  Telephone
Enterprises,  Inc.  (Commonwealth)  common stock.  The company  currently  holds
approximately 1 million shares of Commonwealth  Class B common stock and retains
a 29 percent voting interest in Commonwealth.

Real Estate
During  the  fourth  quarter,  Level 3 sold two  excess  colocation  facilities,
resulting in gross  proceeds of  approximately  $72 million.  Approximately  $59
million in cash was used to repay associated mortgage debt. As a result of these
transactions,  the company recognized an $81 million non-cash  impairment charge
during the quarter.

CPTC
In January  2003,  Level 3 received  approximately  $46 million in cash proceeds
from the sale of its toll  road  interest  in  Southern  California.  Level  3's
consolidated  debt was reduced by approximately  $139 million as a result of the
transaction.

Business Outlook
"The  past  two  years  have  been   marked  by   significant   turmoil  in  the
communications  industry,  including  generally  weak demand for  communications
services, long customer sales cycles and a record number of companies within the
industry filing for bankruptcy  protection,"  said Crowe.  "As a result of these
factors,  as well as the overall economic  slowdown,  our visibility into future
sales and cash flow growth has been limited.

"However, we experienced a modest improvement in new sales during the past three
months,  although  sales  cycles  continue to be longer than we would like.  Our
customers are increasingly  viewing Level 3 as a clear survivor in the industry.
As a result,  we are  cautiously  optimistic  that during the middle of 2002, we
reached  a  bottom  in terms of new  sales  levels  and  expect  to see  gradual
improvement  going  forward.  In addition,  we have  demonstrated  an ability to
continue to improve cash flow as a result of tight management of expenses.

"With the acquisition of Genuity's assets and operations, we have also taken the
first major step in  industry  consolidation,"  said  Crowe.  "We believe we are
uniquely positioned to realize significant cost synergies,  resulting in further
improvements  in cash flow  after a period  of  integration.  Overall,  while we
continue  to be  subject  to a weak  economy  and  uncertainty  surrounding  the
prospects  for war,  our  visibility,  particularly  as it  relates to cash flow
performance, is improving."

"In addition to first quarter projections incorporating the Genuity transaction,
we are providing  full year  projections  for certain cash flow  metrics,"  said
Choksi. "For the communications  business,  we expect to initially  experience a
reduction in gross margin percentage,  EBITDA and Operating Cash Flow as we take
on significant  portions of Genuity's existing cost structure and incur one-time
integration expenses. As the year progresses,  we expect the Genuity transaction
to contribute  positively to communications  cash flow as we are able to realize
significant cost synergies.


"For the information services business, we expect EBITDA,  excluding stock-based
compensation  expense, to improve  significantly  during 2003 as a result of the
cost  synergies  realized  through  the  combination  of Software  Spectrum  and
Corporate Software during 2002."

Quarterly and Full Year Projections
Including the effects of the Genuity  transaction,  Level 3 expects consolidated
GAAP revenue to be  approximately  $935 million  during the first  quarter 2003,
including  $395  million  from the  communications  business,  $520 million from
information  services and $20 million of other  businesses.  Approximately  $350
million of communications revenue is expected to come from services revenue, $10
million in  non-recurring  termination  and  customer  settlement  revenue,  and
approximately $35 million from reciprocal compensation. The Genuity transaction,
completed  during the  quarter,  is expected to  contribute  approximately  $110
million to first quarter communications revenue.

Consolidated  GAAP revenue is expected to be approximately  $4.0 to $4.4 billion
for the full year 2003.  Communications  revenue is  expected to be $1.7 to $1.8
billion,  of which  approximately  $600  million  is  expected  to come from the
Genuity  transaction.  Information  services  revenue is expected to be $2.25 to
$2.5 billion, and other revenue is expected to be $70-$80 million.


- -------------------------------------------- ------------------- ---------------
Metric                                       First Quarter       Full Year 2003
($ in millions except Net Loss per Share)    Projections         Projections
- -------------------------------------------- ------------------- ---------------
Consolidated Revenue                         $935                $4,000-$4,400
- -------------------------------------------- ------------------- ---------------
Communications Revenue                       $395                $1,700-$1,800
- -------------------------------------------- ------------------- ---------------
Information Services Revenue                 $520                $2,250-$2,500
- -------------------------------------------- ------------------- ---------------
Revenue from Other Businesses                $20                 $70-$80
- -------------------------------------------- ------------------- ---------------

- -------------------------------------------- ------------------- ---------------
Consolidated EBITDA                          $62                 $350-$400
- -------------------------------------------- ------------------- ---------------
Consolidated Adjusted EBITDA                 $63                 $375-$450
- -------------------------------------------- ------------------- ---------------
Capital Expenditures                         $55                 Not Provided
- -------------------------------------------- ------------------- ---------------

- -------------------------------------------- ------------------- ---------------
Working Capital Requirements                 $25                 Not Provided
- -------------------------------------------- ------------------- ---------------
Operating Cash Flow (1)                      $(20)               $100-$125
- -------------------------------------------- ------------------- ---------------
Net Loss per Share                           $0.65               Not Provided
- -------------------------------------------- ------------------- ---------------
(1) Operating Cash Flow is defined as Consolidated  Adjusted EBITDA less capital
expenditures and working capital requirements.  Operating Cash Flow is shown net
of one-time  integration costs.  Integration costs are expected to be $75 to$100
million in 2003.

Gross margins for the communications business are expected to decline to the mid
to high 60 percent range for the first  quarter  2003.  The quarter over quarter
decrease is the result of the lower  initial  margins of the  Genuity  business.
Gross margins are  projected to improve  during 2003 to the mid 70 percent range
by the end of the year as the integration of Genuity's operations progresses.


Consolidated EBITDA,  excluding stock-based compensation expense, is expected to
be  $62  million  for  the  first  quarter,   including  $55  million  from  the
communications  business,  $5 million from the information services business and
the balance from other businesses. The projected quarter over quarter decline is
a result of the  acquisition  of Genuity's  assets and  operations as well as an
expected increase in SG&A expenses.

Consolidated EBITDA,  excluding stock-based compensation expense, is expected to
be $350 to$400 million for the full year 2003. The company expects  Consolidated
Adjusted  EBITDA of $63 million for the first  quarter and $375 to $450  million
for the full year 2003.

Consolidated capital expenditures, including capital expenditures related to the
Genuity integration,  are expected to be approximately $55 million for the first
quarter.   Consolidated   working  capital   requirements  are  expected  to  be
approximately  $25 million for the first  quarter.  The company  expects the net
loss for the first quarter to be $0.65 per share.

Operating Cash Flow is expected to be negative $20 million for the first quarter
2003 and positive $100 to$125  million for the full year 2003, net of $75 to$100
million  of  one-time  Genuity  integration  costs.  The  expected  decrease  in
Operating  Cash Flow from the fourth  quarter 2002 to the first  quarter 2003 is
primarily a result of the seasonality of the information  services  business and
the effects of the Genuity transaction.

The  company  expects to have cash and  marketable  securities,  including  $400
million in restricted cash held as security under the company's credit facility,
of approximately $1.2 billion at year-end.

As a result of the  Genuity  acquisition,  the  company now expects to turn free
cash flow positive during the second quarter of 2004.

Beginning in the first quarter 2003, the company will change its use of non-GAAP
financial disclosures to conform with recently finalized Securities and Exchange
Commission (SEC) rules regarding the use of these non-GAAP metrics. As a result,
Level 3 may modify certain non-GAAP financial metrics in future quarters.

Summary
"I am pleased  with Level 3's  ability  to  execute in this  environment,"  said
Crowe.  "I believe that our ability to complete and  successfully  integrate the
Genuity transaction coupled with our solid financial and operating  performance,
our  industry-leading  provisioning  times and quality of  service,  will enable
Level 3 to  continue  to  differentiate  itself  in the  marketplace  as we move
forward during 2003."

Conference Call Today
Level 3 will hold a  conference  call to discuss  the  company's  fourth-quarter
results, as well as the announcement of the closing of the Genuity  transaction,
at 11  a.m.  eastern  standard  time  today.  To  join  the  call,  please  dial
612-326-1003.  A live  broadcast  of the call can also be heard on Level 3's web
site at  www.level3.com.  An audio  replay of the call  will also be  accessible
through the web site or by dialing 320-365-3844 - Access Code 670293.


About Level 3 Communications
Level  3  (Nasdaq:LVLT)  is  an  international  communications  and  information
services company.  The company operates one of the largest Internet backbones in
the world, is one of the largest  providers of wholesale dial-up service to ISPs
in North  America and is the  primary  provider  of  Internet  connectivity  for
millions  of  broadband  subscribers,  through its cable and DSL  partners.  The
company  offers a wide range of  communications  services  over its  20,000-mile
broadband  fiber  optic  network  including  Internet  Protocol  (IP)  services,
broadband transport,  colocation services, and patented Softswitch-based managed
modem and voice services. Its Web address is www.Level3.com.

The company offers managed IP and information services through its subsidiaries,
Genuity Managed  Services,  (i)Structure and Software  Spectrum.  For additional
information,    visit   their   respective   web   sites   at   www.genuity.com,
www.softwarespectrum.com, and www.i-structure.com.

Forward Looking Statement
Some of the statements made by Level 3 in this press release are forward-looking
in  nature.  Actual  results  may differ  materially  from  those  projected  in
forward-looking  statements.  Level 3 believes  that its  primary  risk  factors
include,  but are not limited to:  changes in the overall  economy  relating to,
among  other  things,  the  September  11 attacks  and  subsequent  events,  the
challenges of  integration,  substantial  capital  requirements;  development of
effective internal processes and systems; the ability to attract and retain high
quality  employees;  technology;  the  number  and  size of  competitors  in its
markets; law and regulatory policy; and the mix of products and services offered
in the company's  target markets.  Additional  information  concerning these and
other  important  factors  can be  found  within  Level  3's  filings  with  the
Securities  and  Exchange  Commission.  Statements  in this  release  should  be
evaluated in light of these important factors.







                          LEVEL 3 COMMUNICATIONS, INC.
                 Consolidated Condensed Statements of Operations
                                   (Unaudited)
                                                                                                            

                                                                      Three Months Ended                 Twelve Months Ended
                                                                        December 31,                          December 31,
                                                            ----------------------------------------------------------------------
(dollars in millions)                                                  2002               2001               2002            2001
- ----------------------------------------------------------------------------------------------------------------------------------
Revenue:
   Communications                                                         $ 273             $ 269            $ 1,101      $ 1,298
   Information Services                                                     642                29              1,933          123
   Other                                                                     30                28                114          112
                                                            ----------------------------------------------------------------------
    Total Revenue                                                           945               326              3,148        1,533

Costs and Expenses:
   Cost of Revenue                                                          643               122              2,032          742
   Depreciation and Amortization                                            201               258                802        1,122
   Selling, General and Administrative                                      191               229                763          983
   Stock-Based Compensation                                                  27                75                181          314
   Restructuring & Impairment Charges                                       131             3,242                181        3,353
                                                            ----------------------------------------------------------------------
    Total Costs and Expenses                                              1,193             3,926              3,959        6,514
                                                            ----------------------------------------------------------------------

Loss from Operations                                                       (248)           (3,600)              (811)      (4,981)

Other Loss, net
   Interest Expense, net                                                   (140)             (132)              (531)        (485)
   Other Income                                                              29                15                108           18
                                                            ----------------------------------------------------------------------
Other Loss, net                                                            (111)             (117)              (423)        (467)
                                                            ----------------------------------------------------------------------


Loss from Continuing Operations
   before Income Taxes                                                     (359)           (3,717)            (1,234)      (5,448)

Income Tax Benefit                                                            2                 -                121            -
                                                            ----------------------------------------------------------------------

Net Loss from Continuing Operations                                        (357)           (3,717)            (1,113)      (5,448)

Loss from Discontinued Operations, net                                        -              (539)                 -         (605)

Extraordinary Gain on Debt Extinguishment, net                               44               981                255        1,075
                                                            ----------------------------------------------------------------------

Net Loss                                                                 $ (313)         $ (3,275)            $ (858)    $ (4,978)
                                                            ======================================-===============================


Loss per Share:
   Basic and Diluted
    Net Loss from Continuing Operations                                 $ (0.83)          $ (9.70)           $ (2.74)    $ (14.58)
    Discontinued Operations, net                                              -             (1.40)                 -        (1.62)
    Extraordinary Gain on Debt Extinguishment, net                         0.10              2.56               0.63         2.88
                                                            ----------------------------------------------------------------------
    Net Loss                                                            $ (0.73)          $ (8.54)           $ (2.11)    $ (13.32)
                                                            ======================================-===============================


Weighted Average Shares Outstanding
   (in thousands):
   Basic and Diluted                                                    427,929           383,319            407,317      373,792
                                                            ======================================-===============================







                 LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                     Consolidated Condensed Balance Sheets
                                  (Unaudited)

                                                                                                           
                                                                                      December 31,     September 30,
(dollars in millions)                                                                     2002             2002
- -----------------------------------------------------------------------------------------------------------------------

Assets

Current Assets

    Cash and cash equivalents                                                                $ 1,142             $ 963
    Restricted securities                                                                         99               141
    Accounts receivable, less allowances of $29 and $37, respectively                            539               443
    Other                                                                                        154               121
                                                                                    -----------------------------------

Total Current Assets                                                                           1,934             1,668
                                                                                    -----------------------------------

Property, Plant and Equipment, net                                                             6,010             6,360

Restricted Securities                                                                            467               400

Intangibles and Goodwill                                                                         380               375

Other Assets, net                                                                                172               291
                                                                                    -----------------------------------
                                                                                             $ 8,963           $ 9,094
                                                                                    ===================================

Liabilities and Stockholders' Deficit

Current Liabilities:
    Accounts payable                                                                           $ 691             $ 560
    Current portion of long-term debt                                                              4                12
    Accrued payroll and employee benefits                                                        156               173
    Accrued interest                                                                              92                74
    Deferred revenue                                                                             199               158
    Other                                                                                        211               234
Total Current Liabilities                                                                      1,353             1,211
                                                                                    -----------------------------------

Long-Term Debt, less current portion                                                           6,102             6,385

Deferred Revenue                                                                               1,264             1,291

Accrued Reclamation Costs                                                                         92                92

Other Liabilities                                                                                392               369

Stockholders' Deficit                                                                           (240)             (254)
                                                                                    -----------------------------------
                                                                                             $ 8,963           $ 9,094
                                                                                    ===================================