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
                  Josh.Howell@Level3.com                   Robin.Grey@Level3.com


                      Level 3 Reports First Quarter Results

Tuesday, April 26, 2005

Financial Highlights

o    Consolidated  Revenue of $1.01  billion and $510 million of  Communications
     Revenue
o    Net Loss of $77 million, or $0.11 per share
o    Consolidated Adjusted OIBDA of $209 million
o    Total Capital Expenditures of $61 million
o    Consolidated Free Cash Flow of negative $127 million

Business Highlights

o    Voice revenue grows 8 percent, quarter over quarter
o    25 percent quarter over quarter growth in IP traffic;  now running over 2.7
     petabytes of traffic per day
o    Managed modem revenue flat as acquired revenue offsets declines

BROOMFIELD,  Colo., April 26, 2005 - Level 3 Communications,  Inc. (Nasdaq:LVLT)
reported  consolidated  revenue  of $1.01  billion  for the first  quarter  2005
compared to $1.05 billion for the fourth  quarter 2004.  Communications  revenue
was $510  million in the first  quarter  versus $482  million  for the  previous
quarter,  and  information  services  revenue was $483 million  compared to $547
million for the seasonally high previous quarter.

The net loss for the first  quarter  2005 was $77  million,  or $0.11 per share,
consistent  with the  previous  quarter.  Included in the net loss for the first
quarter  2005 is a $15 million cash  restructuring  charge  associated  with the
previously announced reduction in workforce during the




quarter.  Included in the fourth  quarter  2004 net loss was a $50 million  gain
associated  with the  extinguishment  of debt  related to the  company's  tender
offer, a $14 million lease impairment  charge,  and a $9 million gain associated
with the sale of certain investment  securities.  Consolidated Adjusted OIBDA(1)
was $209  million in the first  quarter  2005  compared to  previously  provided
projections  of $90 million to $110 million and compares to $174 million for the
previous quarter.

"I am pleased  that we were able to exceed our  projections  for  communications
revenue and Consolidated  Adjusted OIBDA this quarter," said James Q. Crowe, CEO
of Level 3. "We  experienced  another quarter of strong IP traffic growth on our
network,  with average traffic per day increasing  approximately 25 percent over
the prior quarter."

First Quarter Financial Results

                                                                                  

Metric                                                        First Quarter Actuals    First Quarter
($ in millions)                                                                        Projections (1)

Communications Services Revenue (2) (excluding termination    $353
and settlement revenue)
   Reciprocal Compensation                                    $28
   Termination and Settlement Revenue                         $129
Communications Revenue                                        $510                     $400-$420
Information Services Revenue                                  $483
Other Revenue                                                 $17
Consolidated Revenue                                          $1,010
Consolidated Adjusted OIBDA (3)(4)                            $209                     $90-$110
Capital Expenditures                                          $61
Unlevered Cash Flow (4)                                       ($53)
Free Cash Flow (4)                                            ($127)
Communications Gross Margin (4)                               77%


(1)  Projections issued February 8, 2005
(2)  Communications  Services  Revenue  is  GAAP  communications  revenue  minus
     reciprocal compensation revenue
(3)  Consolidated   Adjusted   OIBDA   excludes   $11  million  in   stock-based
     compensation expense
(4)  See schedule of non-GAAP metrics for definition and  reconciliation to GAAP
     measures

Communications Business
Revenue
Communications  revenue for the first quarter 2005 was $510 million  versus $482
million for the previous  quarter.  Total  communications  revenue for the first
quarter included $482 million of communications services revenue and $28 million
of reciprocal  compensation  revenue compared to $459 million and $23 million in
the fourth quarter.

Included in communications services revenue was $129 million and $103 million of
termination  revenue  for the  first  and  fourth  quarters,  respectively.  The
increase in termination revenue was

                                       2


due to previously announced dark fiber lease agreement  terminations with France
Telecom and 360networks.

Communications  services revenue excluding  termination  revenue decreased by $3
million  quarter  over  quarter  primarily  due  to a  decrease  in  dark  fiber
amortization as a result of the termination of the two customer dark fiber lease
agreements during the quarter,  partially offset by an increase in voice and DSL
aggregation revenue.

                                                                                       
                                                 Quarter ended March       Quarter ended       Percent
 Communications Revenue ($ in millions)                31, 2005           December 31, 2004     Change

 Transport and Infrastructure                                     $119                    $122       (2%)
 Voice                                                             $26                     $24         8%
 Managed Modem                                                    $107                    $106         1%
 IP & Data Services (excluding DSL)                                $64                     $68       (6%)
 DSL                                                               $37                     $36         3%
           Communications Services Revenue                        $353                    $356       (1%)
 Reciprocal Compensation                                           $28                     $23        22%
 Termination Revenue                                              $129                    $103        25%
 Communications Revenue                                           $510                    $482         6%


The communications deferred revenue balance decreased by $147 million during the
quarter  primarily  as a result of the  recognition  of $126 million of non-cash
termination  revenue  from  deferred  revenue  associated  with  the  previously
announced termination of two customer dark fiber lease agreements.

Cost of Revenue
Communications  cost of  revenue  for the first  quarter  2005 was $116  million
versus $120 million for the previous quarter. Communications gross margin(1) was
77 percent for the first quarter  compared to 75 percent in the fourth  quarter.
The improvement in communications gross margin is primarily  attributable to the
increase in termination revenue and improvements in cost of revenue.

Selling, General and Administrative Expenses (SG&A)
Communications SG&A expenses were $188 million for the first quarter 2005 versus
$208  million for the  previous  quarter.  SG&A  expenses  improved in the first
quarter primarily due to both lower  employee-related costs and marketing costs.
SG&A  expenses  for the first  quarter  include $10  million of  non-cash  stock
compensation  expense.  Fourth  quarter  SG&A  expenses  included  a $2  million
reduction  associated  with  property  taxes and $15 million of  non-cash  stock
compensation expense.

Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the communications  business increased to $201 million for
the first quarter 2005 from $155 million for the previous quarter as a result of
an increase in termination  revenue, and improvements in the cost of revenue and
operating  expenses.  Included  in  Adjusted  OIBDA in the first  quarter is $15
million of cash severance  costs  associated  with the reduction in workforce in
the first quarter 2005.  Fourth  quarter  Adjusted OIBDA included $14 million in
lease termination costs.

                                       3


Communications  Adjusted  OIBDA  margin(1)  was 39 percent for the first quarter
2005 versus 32 percent in the previous  quarter.  Communications  Adjusted OIBDA
excludes non-cash stock compensation expense of $10 million in the first quarter
and $15 million in the fourth quarter.

Information Services Business
Results for the information  services business include the Software Spectrum and
(i)Structure subsidiaries.

Revenue and Adjusted  Operating  Income  before  Depreciation  and  Amortization
(OIBDA)
Information  services  revenue was $483 million for the first quarter 2005. This
compares to revenue of $547 million for the seasonally  higher previous  quarter
and $494  million  for the same  period  last year.  Adjusted  OIBDA(1)  for the
information  services  business  was $7  million  for the first  quarter,  which
excludes $1 million in non-cash stock compensation expense, compared to Adjusted
OIBDA of $14 million in the previous  quarter,  excluding $2 million in non-cash
stock compensation  expense.  For the same period last year,  Adjusted OIBDA was
$11 million,  which included $2 million in restructuring  charges and $4 million
in termination revenue.

"Our information  services business  continued its steady financial  performance
during the first quarter," said Charles C. Miller, vice chairman of Level 3.

Other Businesses
The company"s other businesses consist primarily of coal mining operations.

Revenue and Adjusted OIBDA
Revenue and  Adjusted  OIBDA(1)  from other  businesses  were $17 million and $1
million, respectively, in the first quarter 2005, compared to $26 million and $5
million for the previous quarter.

Consolidated Cash Flow and Liquidity
During the first quarter 2005,  Unlevered  Cash Flow(1) was negative $53 million
versus  positive $20 million during the fourth quarter.  Consolidated  Free Cash
Flow for the first  quarter was  negative  $127  million,  versus  negative  $97
million for the previous quarter.

"The  company's  negative  Consolidated  Free Cash Flow  increased  in the first
quarter  primarily from an increase in working capital needs associated with the
expected  seasonality of our information  services  business and certain prepaid
expenses," said Sunit Patel, CFO of Level 3.

As of March 31, 2005,  the company had cash and  marketable  securities  of $626
million  compared to $782 million at December 31, 2004.  Pro forma for Level 3's
recently  completed  offering of $880 million aggregate  principal amount of 10%
Convertible Senior Notes due 2011, the company had approximately $1.5 billion in
cash and marketable securities at March 31, 2005.

New Customers and Service Offering Update
During the quarter,  Level 3 announced  new  customer  contracts to provide VoIP
services to AOL and Adelphia and saw strong  contract  activity from a number of
its target customers,  particularly from cable operators, wireless companies and
PTTs.

                                       4


"We continue to see strong  traffic  growth on our network  primarily  driven by
continued  growth from our IP solutions and voice  services," said Kevin O'Hara,
president and COO of Level 3. "We were pleased to see traffic on our IP backbone
increase 25 percent this  quarter,  and we now carry an average of 2.7 petabytes
of traffic per day on our network. This is equivalent to transmitting the entire
print collection of the U.S. Library of Congress over 270 times each day."

Business Outlook
"The  competitive  environment  continues  to remain  challenging;  however,  we
continue to see positive  signs for the industry  including  consolidation  that
should prove  beneficial to us in the long term," said Crowe. "We continue to be
focused on growing  our  business  in a  profitable  manner  rather  than simply
pursuing volume. We have increased our scrutiny on competitive  market behavior,
and while  still  early,  we  continue to believe  that price  compression  will
moderate for some of these services over the next few quarters.

"We still expect revenue from our mature  services,  DSL aggregation and managed
modem, to decline this year as DSL contracts expire and consumers continue their
migration to broadband.  We expect that partially offsetting these declines will
be increased revenue from other services,  particularly our growth services such
as voice and IP VPN. We are currently  seeing growth in wholesale  voice revenue
from our voice termination,  local inbound and toll-free services.  We saw early
growth in the number of consumer-oriented  voice subscribers during the quarter,
which we  expect  to  continue  to  increase  throughout  2005.  As we have said
previously,  the  timing and trend of growth is largely  dependent  upon  market
acceptance of VoIP and the success of our customers in the marketplace."

Full Year 2005 Projections
o    Company  Reiterates Full Year  Projections for  Communications  Revenue and
     Communications Adjusted OIBDA Margin.
o    Consolidated  Free Cash Flow is  projected  to be negative  $300 million to
     $360  million  to  reflect   additional   net  cash  interest   expense  of
     approximately  $40 million  from the  completed  offering  of $880  million
     aggregate principle amount of 10% Convertible Senior Notes due 2011.

Second Quarter 2005
o    Communications  revenue is projected  to be $350  million to $370  million,
     decreasing  due to reductions in  termination  revenue and revenue from the
     company's mature services, managed modem and DSL aggregation.
o    Consolidated Adjusted OIBDA is expected to be $75 million to $95 million.

Metric                                Second Quarter  Full Year 2005 Projections
($ in millions)                       Projections
Communications Revenue                 $350 to $370    Low to high single digit
                                                      percent decline
Consolidated Adjusted OIBDA           $75 to $95      NA
Communications Adjusted OIBDA Margin  NA              Mid-20 percent range
Negative Consolidated Free Cash Flow  NA              $300 to $360

                                       5


Summary
"I believe Level 3 is uniquely  positioned to benefit from significant trends in
the communications industry including the ongoing convergence of legacy networks
and  applications  to the IP layer," Crowe said. "We remain focused on investing
in  growth  areas  of  our  business  where  we  see  market  opportunities  and
appropriate returns."

Conference Call Information
Level 3 will hold a  conference  call to discuss  the  company's  first  quarter
results  at 10:00  a.m.  Eastern  Time  today.  To join the  call,  please  dial
612-332-0530.  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 be  accessible on the
company's Web site or by dialing 320-365-3844; access code 777502.

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  23,000-mile
broadband  fiber  optic  network  including  Internet  Protocol  (IP)  services,
broadband  transport  and  infrastructure  services,  colocation  services,  and
patented  softswitch  managed  modem  and voice  services.  Its Web  address  is
www.Level3.com.

The company  offers  information  services  through its  subsidiaries,  Software
Spectrum and (i)Structure.  For additional  information,  visit their respective
Web sites at www.softwarespectrum.com and www.i-structure.com.

The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in
the United States and/or other countries. Level 3 services are offered by wholly
owned subsidiaries of Level 3 Communications, Inc.

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: developing new products and services that meet
customer  demands and  generate  acceptable  margins;  increasing  the volume of
traffic on Level 3's network;  overcoming  the softness in the economy given its
disproportionate   effect  on  the  telecommunications   industry;   integrating
strategic acquisitions;  attracting and retaining qualified management and other
personnel;  successfully  completing  commercial  testing of new  technology and
information  systems to support  new  products  and  services,  including  voice
transmission  services;  ability to meet all of the terms and  conditions of our
debt  obligations;   overcoming   Software   Spectrum's  reliance  on  financial
incentives,  volume  discounts  and marketing  funds from  software  publishers;
reducing downward pressure of Software Spectrum's margins as a result of the use
of volume  licensing  and  maintenance  agreements;  and reducing  rate of price
compression  on certain of the  Company's  existing  transport  and IP services.
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.

                                       6


1) Non-GAAP Metrics
Pursuant to Regulation G, the company is hereby  providing a  reconciliation  of
non-GAAP financial metrics to the most directly comparable GAAP measure.

The company provides  projections that include non-GAAP metrics that the company
deems  relevant  to  management  and  investors.   These  non-GAAP  metrics  are
Consolidated  Adjusted  OIBDA,   communications  gross  margin,   Communications
Adjusted OIBDA margin,  unlevered cash flow and consolidated free cash flow. The
following  reconciliations  of these non-GAAP  financial metrics to GAAP include
forward-looking  statements  with  respect to the  information  identified  as a
projection.  Level  3  has  made  a  number  of  assumptions  in  preparing  our
projections,  including  assumptions as to the components of financial  metrics.
These  assumptions,  including  dollar  amounts of the various  components  that
comprise a financial metric, may or may not prove to be correct.  We caution you
that these forward-looking statements are only predictions, which are subject to
risks  and  uncertainties   including   technological   uncertainty,   financial
variations,  changes in the regulatory  environment,  industry  growth and trend
predictions.  Please  see  the  company's  Annual  Report  on  Form  10-K  for a
description of these risks and uncertainties.

In order to provide  projections  with  respect  to  non-GAAP  measures,  we are
required  to  indicate  a range for GAAP  measures  that are  components  of the
reconciliation  of the non-GAAP  metric.  The provision of these ranges is in no
way meant to indicate that the company is  explicitly  or  implicitly  providing
projections  on  those  GAAP  components  of the  reconciliation.  In  order  to
reconcile the non-GAAP  financial  metric to GAAP, the company has to use ranges
for the GAAP components  that  arithmetically  add up to the non-GAAP  financial
metric. While the company feels reasonably comfortable about the projections for
its non-GAAP  financial  metrics,  it fully expects that the ranges used for the
GAAP components will vary from actual results.  We will consider our projections
of non-GAAP  financial metrics to be accurate if the specific non-GAAP metric is
met or exceeded, even if the GAAP components of the reconciliation are different
from those provided in an earlier reconciliation.

Communications  Gross  Margin  ($) is  defined as  communications  revenue  less
communications  cost of revenue from the  consolidated  condensed  statements of
operations.

Cost of  Revenue  for the  communications  business  includes  leased  capacity,
right-of-way  costs, access charges and other third party circuit costs directly
attributable  to the  network,  as well as  costs of  assets  sold  pursuant  to
sales-type leases.  Communications Gross Margin (%) is defined as communications
gross margin ($) divided by  communications  revenue.  Management  believes that
communications gross margin is a relevant metric to provide to investors,  as it
is a metric that management uses to measure the margin  available to the company
after it pays third party network  services costs; in essence,  a measure of the
efficiency of the company's network.


COMMUNICATIONS GROSS MARGIN ($ in millions)
                                               Q404             Q105

Communications Revenue                         $482             $510
Communications Cost of Revenue                 $120             $116
Communications Gross Margin ($)                $362             $394
Communications Gross Margin (%)                 75%              77%

                                       7


Consolidated Adjusted OIBDA is defined as operating income from the consolidated
condensed  statements of operations,  plus  depreciation and  amortization  plus
non-cash impairment charges plus non-cash stock compensation expense.

Communications Adjusted OIBDA Margin is defined as Communications Adjusted OIBDA
divided by communications revenue.

Management believes that Consolidated Adjusted OIBDA and Communications Adjusted
OIBDA Margins are relevant and useful  metrics to provide to investors,  as they
are an important part of the company's  internal reporting and are indicators of
profitability  and  operating  performance,  especially  in a  capital-intensive
industry such as telecommunications.  Management also uses Consolidated Adjusted
OIBDA and  Communications  Adjusted  OIBDA  Margins  to  compare  the  company's
performance  to that of its  competitors.  Consolidated  Adjusted OIBDA excludes
non-cash  impairment charges and non-cash stock compensation  expense due to the
company's  adoption  of the  expense  recognition  provisions  of SFAS No.  123.
Additionally,  Consolidated  Adjusted OIBDA excludes interest expense and income
tax expense and other  gains/losses not included in operating income.  Excluding
these items eliminates the expenses associated with the company's capitalization
and tax  structures.  Consolidated  Adjusted  OIBDA  excludes  depreciation  and
amortization  expense in order to  eliminate  the impact of capital  investments
which management  believes should be evaluated  through  consolidated  free cash
flow.

There are  limitations  to using  non-GAAP  financial  measures,  including  the
difficulty  associated  with comparing  companies  that use similar  performance
measures  whose  calculations  may  differ  from  the  company's   calculations.
Additionally,  this financial measure does not include certain significant items
such as depreciation and amortization,  interest expense and non-cash impairment
charges.  Consolidated  Adjusted OIBDA and Communications  Adjusted OIBDA Margin
should  not  be  considered  a  substitute   for  other  measures  of  financial
performance reported in accordance with GAAP.



                                                                                               
Consolidated Adjusted OIBDA
Three Months Ended March 31, 2005                          Communications  Information                     Con-
($ in millions)                                                               Services        Other       solidated
Net Earnings/(Loss)                                            ($79)             $1            $1           ($77)
Income Tax (Benefit)/Expense                                    --               --            --            --
Plus Other (Income)/Expense                                    $105              --           ($1)          $104
Operating Income/(Loss)                                         $26              $1            --            $27
Plus Depreciation and Amortization Expense                     $165              $5            $1           $171
Plus Non-Cash Stock Compensation Expense                        $10              $1            --            $11
Consolidated Adjusted OIBDA                                    $201              $7            $1           $209


                                       8



                                                                                                  
Consolidated Adjusted OIBDA
Three Months Ended December 31, 2004                       Communications  Information                     Con-
($ in millions)                                                               Services        Other       solidated
Net Earnings/(Loss)                                            ($87)            $10            --           ($77)
Income Tax (Benefit)/Expense                                    --               $4            --            $4
Plus Other (Income)/Expense                                     $65             ($7)           $3            $61
Operating Income/(Loss)                                        ($22)             $7            $3           ($12)
Plus Depreciation and Amortization Expense                     $162              $5            $2           $169
Plus Non-Cash Stock Compensation Expense                        $15              $2            --            $17
Consolidated Adjusted OIBDA                                    $155             $14            $5           $174



                                                                                                   
Consolidated Adjusted OIBDA
Three Months Ended March 31, 2004                          Communications  Information                     Con-
($ in millions)                                                               Services        Other       solidated
Net Earnings/(Loss)                                           ($175)             $5            $23         ($147)
Income Tax (Benefit)/Expense                                    --               --            $1            $1
Plus Other (Income)/Expense                                    $111             ($1)          ($24)          $86
Operating Income/(Loss)                                        ($64)             $4            --           ($60)
Plus Depreciation and Amortization Expense                     $171              $7            $1           $179
Plus Non-Cash Stock Compensation Expense                        $9               --            --            $9
Consolidated Adjusted OIBDA                                    $116             $11            $1           $128



Communications Adjusted OIBDA Margin
($ in millions)                             Q404                Q105
Communications Revenue                      $482                $510
Communications Adjusted OIBDA               $155                $201
Communications Adjusted OIBDA Margin        32%                  39%


Projected Consolidated Adjusted OIBDA
Three Months Ended June 30, 2005                   Consolidated
($ in millions)                                       Range
                                           Low                     High
Net Earnings/(Loss)                       ($230)                  ($215)
Plus Other (Income)/Expense                $125                    $130
Operating Income/(Loss)                   ($105)                  ($85)
Plus Depreciation and Amortization Expense $170                    $170
Plus Non-Cash Stock Compensation Expense   $10                     $10
Consolidated Adjusted OIBDA                $75                     $95

                                       9



Unlevered  Cash Flow is  defined  as net cash  provided  by (used in)  operating
activities less capital  expenditures  offset by release of capital  expenditure
accruals,  and adding  back cash  interest  paid,  less  interest  income all as
disclosed  in the  consolidated  statements  of cash  flows or the  consolidated
condensed statements of operations. Management believes that Unlevered Cash Flow
is a relevant  metric to  provide to  investors,  as it is an  indicator  of the
operational  strength and  performance  of the company and,  measured over time,
provides  management  and  investors  with a sense of the growth  pattern of the
business.

There are  material  limitations  to using  Unlevered  Cash Flow to measure  the
company  against some of its competitors as it excludes  certain  material items
such as cash spent on merger and  acquisition  activity  and  interest  expense.
Level 3 does not currently  pay a significant  amount of income taxes due to net
operating  losses,  and therefore,  generates higher cash flow than a comparable
business that does pay income taxes.  Additionally,  this  financial  measure is
subject  to  variability  quarter  over  quarter  as a result  of the  timing of
payments  related to accounts  receivable and accounts  payable.  Unlevered Cash
Flow  should  not be used  as a  substitute  for net  change  in cash  and  cash
equivalents on the consolidated statements of cash flows.

Consolidated  Free  Cash  Flow is  defined  as net cash  provided  by (used  in)
operating  activities  less  capital  expenditures  offset by release of capital
expenditure accruals as disclosed in the consolidated  statements of cash flows.
Management  believes that  Consolidated  Free Cash Flow is a relevant  metric to
provide to investors, as it is an indicator of the company's ability to generate
cash to service its debt.  Consolidated  Free Cash Flow  excludes  cash used for
acquisitions or principal repayments.

There are material  limitations to using  Consolidated Free Cash Flow to measure
the company  against some of its competitors as Level 3 does not currently pay a
significant  amount of income taxes due to net operating losses,  and therefore,
generates  higher  cash flow than a  comparable  business  that does pay  income
taxes.  Additionally,  this financial measure is subject to variability  quarter
over  quarter  as a  result  of the  timing  of  payments  related  to  accounts
receivable and accounts payable.  This financial measure should not be used as a
substitute  for net  change  in cash and cash  equivalents  on the  consolidated
statements of cash flows.


UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended March 31, 2005                              Consolidated Free
($ in millions)                            Unlevered Cash Flow       Cash Flow
Net Cash Used In Operating Activities             ($66)                ($66)
Gross Capital Expenditures                        ($61)                ($61)
Release of Capital Expenditure Accruals            --                   --
Cash Interest Paid                                 $78                  N/A
Interest Income                                   ($4)                  N/A
Total                                             ($53)               ($127)

                                       10



UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended December 31, 2004                           Consolidated Free
($ in millions)                         Unlevered Cash Flow       Cash Flow
Net Cash Used In Continuing Operations         ($11)                ($11)
Gross Capital Expenditures                     ($86)                ($86)
Release of Capital Expenditure Accruals         --                   --
Cash Interest Paid                             $121                  N/A
Interest Income                                ($4)                  N/A
Total                                           $20                 ($97)

PROJECTED CONSOLIDATED FREE CASH FLOW                          Consolidated
Twelve Months Ended December 31, 2005                             Range
($ in millions)
                                                           Low             High
Net Cash (Used In)/Provided By Operating Activities      ($110)            ($15)
Gross Capital Expenditures                               ($250)           ($285)
Release of Capital Accruals                                --               --
Total                                                    ($360)           ($300)

                                       11





                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Operations
                                   (unaudited)

                                                                                                     
                                                                             Three Months Ended
                                                                         March 31,       December 31,       March 31,
(dollars in millions, except per share data)                                2005             2004              2004
Revenue:
   Communications                                                                $ 510            $ 482              $ 389
   Information Services                                                            483              547                494
   Other                                                                            17               26                 16
                                                                                    --               --                 --
     Total Revenue                                                               1,010            1,055                899

Costs and Expenses:
   Cost of Revenue                                                                 571              640                543
   Depreciation and Amortization                                                   171              169                179
   Selling, General and Administrative, including non-cash
     compensation of $11, $17 and $9, respectively                                 226              244                235
   Restructuring Charges, including noncash impairment
     charges of $-, $-, and $-, respectively                                        15               14                  2
                -   -       -                                                       --               --                  -
     Total Costs and Expenses                                                      983            1,067                959
                                                                                   ---            -----                ---

Operating Income (Loss)                                                             27              (12)               (60)

Other Income (Loss), net:
   Interest Income                                                                   4                4                  3
   Interest Expense                                                               (114)            (120)              (127
   Other Income                                                                      6               55                 38
                                                                                     -               --                 --
     Other Income (Loss)                                                          (104)             (61)               (86)
                                                                                  ----              ---                ---

Loss Before Income Taxes                                                           (77)             (73)              (146)

Income Tax Expense                                                                   -               (4)                (1)
                                                                                    --                --                 --

Net Loss                                                                         $ (77)           $ (77)            $ (147)
                                                                                 =====            =====             ======

Basic Loss per Share:
   Net Loss                                                                    $ (0.11)         $ (0.11)           $ (0.22)
                                                                               =======          =======            =======

Weighted Average Shares Outstanding (in thousands):
   Basic                                                                       690,214          687,651            679,991
                                                                               =======          =======            =======

          (c)2005 by Level 3 Communications, Inc. All rights reserved.


                                       12






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

                                                                                           March 31,       December 31,
(dollars in millions)                                                                         2005             2004

Assets

Current Assets:
     Cash and cash equivalents                                                                     $ 336             $ 443
     Marketable securities                                                                           290               225
     Restricted securities                                                                            42                48
     Accounts receivable, less allowances of $23 and $23, respectively                               437               545
     Other                                                                                           117               141
                                                                                                     ---               ---
Total Current Assets                                                                               1,222             1,402

Property, Plant and Equipment, net                                                                 5,277             5,408

Marketable Securities                                                                                  -               114

Restricted Securities                                                                                 70                67

Intangibles, net and Goodwill                                                                        438               457

Other Assets, net                                                                                     92                96
                                                                                                      --                --

                                                                                                 $ 7,099           $ 7,544
                                                                                                 =======           =======

Liabilities and Stockholders' Deficit

Current Liabilities:
     Accounts payable                                                                              $ 481             $ 614
     Current portion of long-term debt                                                               119               144
     Accrued payroll and employee benefits                                                            67                82
     Accrued interest                                                                                 88                73
     Deferred revenue                                                                                187               255
     Other                                                                                           116               134
                                                                                                     ---               ---
Total Current Liabilities                                                                          1,058             1,302

Long-Term Debt, less current portion                                                               5,073             5,067

Deferred Revenue                                                                                     728               840

Other Liabilities                                                                                    477               492

Stockholders' Deficit                                                                               (237)             (157)
                                                                                                    ----              ----

                                                                                                 $ 7,099           $ 7,544
                                                                                                 =======           =======
          (c) 2005 by Level 3 Communications, Inc. All rights reserved.


                                       13






                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                                                                                                               

                                                                                       Three Months Ended
                                                                                   March 31,       December 31,       March 31,
(dollars in millions)                                                                 2005             2004             2004

Cash Flows from Operating Activities:

    Net loss                                                                               $ (77)           $ (77)           $ (147)
    Adjustments to reconcile net loss to net cash provided by
       (used in) operating activities:
       Depreciation and amortization                                                         171              169               179
       Gain on sale of property, plant and equipment, and other assets                        (1)              (7)              (32)
       Gain on debt extinguishments, net                                                       -              (50)                -
       Non-cash compensation expense attributable to stock awards                             11               17                 9
       Deferred revenue                                                                     (175)             (65)              (16)
       Amortization of debt issuance costs                                                     4                4                 4
       Accreted interest on discount debt                                                     17               20                18
       Accrued interest on long-term debt                                                     15              (25)               18
       Changes in working capital items net of amounts acquired:
          Receivables                                                                        100             (149)              121
          Other current assets                                                                22              (17)               30
          Payables                                                                          (127)             166              (136)
          Other current liabilities                                                          (23)               4               (35)
       Other                                                                                  (3)              (1)               (5)
                                                                                              --               --                --
Net Cash Provided by (Used in) Operating Activities                                          (66)             (11)                8

Cash Flows from Investing Activities:
    Capital expenditures                                                                     (61)             (86)              (48)
    Proceeds from sale of property, plant and equipment                                        1                2                 9
    Proceeds from sale and maturity of marketable securities                                  50               60                41
    Decrease (increase) in restricted cash and securities, net                                (1)               -                25
    ICG acquisition                                                                            -               (5)                -
    Sprint acquisition                                                                         -              (34)                -
                                                                                              --               ---               --
Net Cash Provided by (Used in) Investing Activities                                          (11)             (63)               27

Cash Flows from Financing Activities:
    Long-term debt borrowings, net of issuance costs                                           -              985                 -
    Purchases and payments on long-term debt, including current portion                      (25)            (950)               (1)
                                                                                             ---             ----                --
Net Cash Provided by (Used in) Financing Activities                                          (25)              35                (1)

Effect of Exchange Rates on Cash                                                              (5)              15                (2)
                                                                                              --               --                --

Net Change in Cash and Cash Equivalents                                                     (107)             (24)               32

Cash and Cash Equivalents at Beginning of Period                                             443              467             1,129
                                                                                             ---              ---             -----

Cash and Cash Equivalents at End of Period                                                 $ 336            $ 443           $ 1,161
                                                                                           =====            =====           =======

Supplemental Disclosure of Cash Flow Information:
    Cash interest paid                                                                      $ 78            $ 121              $ 87

Total Cash, Current Marketable Securities and Noncurrent Marketable Securities             $ 626            $ 782           $ 1,161

           (c) 2005 by Level 3 Communications, Inc. All rights reserved.


                                       14