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 Second Quarter Results

Thursday, July 21, 2005

Financial Highlights
o    Consolidated  Revenue of $910  million and $371  million of  Communications
     Revenue
o    Net Loss of $188 million, or $.27 per share
o    Consolidated Adjusted OIBDA of $115 million
o    Total Capital Expenditures of $85 million
o    Consolidated Free Cash Flow of negative $96 million

Business Highlights
o    IP backbone growth continues; traffic exceeds 3.0 petabytes per day
o    DSL migration substantially complete
o    FCC decision regarding E-911 creates new demand for Level 3's VoIP solution
o    Price  declines  moderating  across  Level 3's  transport  and IP business;
     quarter-over-quarter revenue growth
o    Software Spectrum selected by EDS for U.S. Navy Contract

BROOMFIELD,  Colo., July 21, 2005 - Level 3 Communications,  Inc.  (Nasdaq:LVLT)
reported  consolidated  revenue  of $910  million  for the second  quarter  2005
compared to $1.01 billion for the first quarter 2005. Communications revenue was
$371 million in the second quarter versus $510 million for the previous quarter,
which included $129 million in termination revenue. Information services revenue
was $520 million compared to $483 million for the previous quarter.

The net loss for the second  quarter 2005 was $188 million,  or $0.27 per share,
compared to $77 million or $0.11 per share the previous quarter. Included in the
first  quarter  2005  net  loss  was a $15  million  cash  restructuring  charge
associated with the reduction in workforce  completed  during the first quarter.
Consolidated  Adjusted  OIBDA(1)  was $115  million in the second  quarter  2005
compared to previously  provided  projections  of $75 million to $95 million and
compares to $209 million for the previous quarter.




"We  exceeded  our revenue  projections  this  quarter  primarily as a result of
growth  in  our  core  transport  and  IP  businesses   and  higher   reciprocal
compensation,"  said  James Q.  Crowe,  CEO of Level 3. "The  growth in our core
services came primarily from continued  customer demand as well as our continued
focus on pricing discipline, which is proving beneficial to us."

Second Quarter Financial Results

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

Communications Services Revenue (2) (excluding termination    $340
revenue)
   Reciprocal Compensation                                    $29
   Termination Revenue                                        $2
Communications Revenue                                        $371                     $350-$370
Information Services Revenue                                  $520
Other Revenue                                                 $19
Consolidated Revenue                                          $910
Consolidated Adjusted OIBDA (3)(4)                            $115                     $75-$95
Capital Expenditures (5)                                      $85
Unlevered Cash Flow (4)                                       $3
Free Cash Flow (4)                                            ($96)
Communications Gross Margin (4)                               70%


(1)  Projections issued April 26, 2005
(2)  Communications  Services  Revenue  is  GAAP  communications  revenue  minus
     reciprocal compensation revenue
(3)  Consolidated   Adjusted   OIBDA   excludes   $10  million  in   stock-based
     compensation expense and $4 million of non-cash impairment charges
(4)  See schedule of non-GAAP metrics for definition and  reconciliation to GAAP
     measures
(5)  Gross  capital  expenditures  were $88  million for the quarter and accrual
     reversals were $3 million


Communications Business
Revenue
Communications  revenue for the second quarter 2005 was $371 million versus $510
million for the previous quarter.  Total  communications  revenue for the second
quarter included $342 million of communications services revenue and $29 million
of reciprocal  compensation  revenue compared to $482 million and $28 million in
the first quarter.

Included in  communications  services revenue was $2 million and $129 million of
termination revenue for the second and first quarters, respectively.

                                       2


Communications  services revenue excluding  termination revenue decreased by $13
million  quarter  over  quarter  primarily  due  to  expected  declines  in  DSL
aggregation  revenue and managed modem revenue.  Additionally,  revenue from the
company's  wholesale  voice  business  declined  as a result  of one  customer's
decision to reduce voice  termination  traffic.  These  declines in revenue were
partially  offset  by an  increase  in  revenue  from the  company's  transport,
wholesale IP, and other wholesale and consumer voice services.


                                                                                       
                                                 Quarter ended June     Quarter ended March     Dollar
 Communications Revenue ($ in millions)                30, 2005               31, 2005           Change
 Transport and Infrastructure                                     $122                   $119          $3
 IP & Data Services (excluding DSL)                                $66                    $64          $2
 Voice                                                             $25                    $26         ($1)
 Managed Modem                                                    $103                   $107         ($4)
 DSL                                                               $24                    $37        ($13)
           Communications Services Revenue                        $340                   $353        ($13)
  Reciprocal Compensation                                          $29                    $28          $1
 Termination Revenue                                                $2                   $129       ($127)
 Communications Revenue                                           $371                   $510       ($139)


The  communications  deferred  revenue  balance  was $879  million in the second
quarter compared to $881 million in the first quarter.

Cost of Revenue
Communications  cost of revenue  for the second  quarter  2005 was $110  million
versus $116 million for the previous quarter. Communications gross margin(1) was
70 percent for the second  quarter  compared to 77 percent in the first quarter.
The decline in  communications  gross  margin is primarily  attributable  to the
decrease in termination  revenue  offset  partially by  improvements  in cost of
revenue.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A  expenses  were $182  million for the second  quarter  2005
versus $188  million for the previous  quarter.  SG&A  expenses  improved in the
second quarter primarily due to lower employee-related  costs. SG&A expenses for
the second quarter  include a $2 million  property tax benefit and $9 million of
non-cash stock  compensation  expense.  First quarter SG&A expenses included $10
million of non-cash stock compensation expense.

Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the  communications  business decreased to $88 million for
the second  quarter 2005 from $201 million for the previous  quarter as a result
of a decrease in termination  and  communications  services  revenue,  partially
offset by  reductions  in the cost of  revenue  and  operating  expenses.  First
quarter  Adjusted OIBDA included $15 million of cash severance costs  associated
with the reduction in workforce completed in the first quarter 2005.

Communications  Adjusted  OIBDA  margin(1) was 24 percent for the second quarter
2005 versus 39 percent in the previous  quarter.  Communications  Adjusted OIBDA
excludes a $4 million  non-cash  asset  impairment  charge  and  non-cash  stock
compensation  expense of $9 million in the second quarter and $10 million in the
first quarter.

                                       3


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 $520 million for the second quarter 2005. This
compares to revenue of $483  million for the  previous  quarter and $503 million
for the same period last year.  Adjusted  OIBDA(1) for the information  services
business was $15 million for the second  quarter,  which  excludes $1 million in
non-cash stock compensation expense, compared to Adjusted OIBDA of $7 million in
the  previous  quarter,  excluding  $1 million in  non-cash  stock  compensation
expense.  For the  same  period  last  year,  Adjusted  OIBDA  was $11  million,
excluding $1 million in non-cash stock compensation expense.

Software Spectrum Selected by EDS for U.S. Navy Contract
In early July,  Software  Spectrum  was  selected by EDS to supply  software and
licensing  to the U.S.  Navy.  The  agreement,  expected  to close in the  third
quarter,  is a  one-year  contract  valued at  approximately  $40  million  with
additional one-year renewal options.

"We are pleased with the performance of our information services business in the
second quarter and in particular,  the award of this significant contract," said
Charles  C.  Miller,  vice  chairman  of Level 3.  "Given  the large size of the
contract and associated working capital  requirements,  the company expects this
agreement to be a use of working capital in 2005 and a source thereafter."

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 $19 million and $12
million,  respectively,  in the second quarter 2005, compared to $17 million and
$1 million for the previous  quarter.  Included in Adjusted  OIBDA in the second
quarter is an $11 million  benefit  related to favorable  resolution  of certain
coal  production  tax issues,  favorable  settlement of an obligation to provide
insurance  for  employees of the  company's  former  packaging  business and the
receipt of  insurance  proceeds  reimbursing  the company for  payments  made to
settle environmental litigation.

Consolidated Cash Flow and Liquidity
During the second  quarter 2005,  Unlevered Cash Flow(1) was positive $3 million
versus  negative $53 million  during the first quarter.  Consolidated  Free Cash
Flow for the second  quarter was  negative  $96 million,  versus  negative  $127
million for the previous quarter.

"The  company's  negative  Consolidated  Free Cash Flow  improved  in the second
quarter  primarily as a result of expected  lower  working  capital needs in the
information  services  business and a decrease in cash used in operations," said
Sunit Patel, CFO of Level 3.

As of June  30,  2005,  the  company  had  cash  and  marketable  securities  of
approximately  $1.3 billion compared to approximately  $1.5 billion at March 31,
2005 pro forma for Level 3's

                                       4


offering of $880 million  aggregate  principal amount of 10% Convertible  Senior
Notes due 2011 completed in April 2005.

As part of an anticipated  refinancing,  at the end of the second  quarter,  the
company repaid at maturity the outstanding balance on its headquarters  mortgage
in the amount of $116  million.  Level 3 is continuing to evaluate the potential
refinancing of part of this debt,  which will be subject to receipt of favorable
terms and conditions.

Operations Update
During the quarter,  Level 3's core  transport and IP services  continued to see
growth and demand primarily from cable operators,  content  providers,  wireless
providers and other key customer  segments.  Average traffic volume on Level 3's
Internet  backbone now exceeds 3.0 petabytes per day. The company also continued
to see growth in  subscribers  for its consumer  and  enterprise  oriented  VoIP
services.

"Growth  in demand  for our core  transport  and IP  businesses  is coming  from
customers looking for reliable, high-performance and complex network solutions,"
said Kevin  O'Hara,  president  and COO of Level 3. "We are seeing strong demand
for nationwide solutions in our transport, infrastructure and wholesale Internet
access businesses.  As a result, we continue to make ongoing  investments in our
network and business  processes that will further  improve our low cost position
and enable us to continue serving as an integral part of our customers' business
operations."

Demand for E-911 solutions increased during the quarter as a result of the FCC's
recent  decision  requiring VoIP providers to offer E-911  functionality  to end
users.  As previously  announced,  Level 3's consumer voice  offerings are E-911
enabled and the company plans to introduce an E-911  network  solution for other
voice providers to build into their offerings. In addition, the company plans to
expand its E-911  coverage to over 70 percent of U.S.  households  by the end of
2005, from approximately 66 percent today.

"We made  significant  efforts over the last eighteen  months to deploy a robust
E-911 platform  serving most of the country," said O'Hara.  "As a result of that
investment,  Level 3 enjoys  the  leadership  position  as a  provider  of E-911
network services for Voice-over-IP service providers across the U.S."

Business Outlook
"We  believe  our  customers  continue  to value the  solutions  we offer in the
marketplace,"  said Crowe. "Our strategic decision earlier this year to increase
our focus on pricing discipline is beginning to show positive results for us.

"For the  latter  half of 2005 we  expect  to see  continued  growth in our core
transport and wholesale IP services.  We expect our voice business to grow based
on consumer and business VoIP adoption and continued  market  launches.  Our DSL
aggregation contract with Verizon has expired, and we expect the migration to be
complete  during the third  quarter  resulting  in little to no DSL  aggregation
revenue beyond the third quarter."

                                       5


Full Year 2005 Projections
o    Company narrows range for Communications  Revenue full year projection from
     a low to high  single-digit  percent  decline  to a 4 percent  to 7 percent
     decline
o    Reiterates full year projection for Communications Adjusted OIBDA Margin
o    Company  updates  Consolidated  Free  Cash  Flow  projection  to a range of
     negative $350 million to $380 million from the previously issued projection
     of negative  $300 million to $360  million.  The company is  narrowing  the
     range by $30 million as well as increasing its expected use of cash in 2005
     by  approximately  $20 million for additional  anticipated  working capital
     needed to support  Software  Spectrum's  recently  won EDS contract for the
     U.S. Navy.

Third Quarter 2005
o    Communications  revenue is projected  to be $345  million to $365  million,
     with decreases in DSL  aggregation  and managed modem  partially  offset by
     growth in core and growth services.
o    Consolidated Adjusted OIBDA is expected to be $75 million to $95 million.


                                                                                        
Metric                                                        Third Quarter            Full Year 2005 Projections
($ in millions)                                               Projections
Communications Revenue                                         $345 to $365             4 percent to 7 percent
                                                                                       decline
Consolidated Adjusted OIBDA                                   $75 to $95               N/A
Communications Adjusted OIBDA Margin                          N/A                      Mid-20 percent range
Negative Consolidated Free Cash Flow                          N/A                      $350 to $380


Summary
"Level 3 continues to invest for growth to support our  customers'  needs and to
further improve our low-cost position. We continue to upgrade our network, drive
further process  efficiencies,  deploy new  technologies and expand the reach of
our  capabilities,"  Crowe said.  "We believe  that our strong cash  balance and
liquidity position give us the flexibility to take advantage of opportunities as
they arise."

Conference Call and Web site Information
Level 3 will hold a  conference  call to discuss the  company's  second  quarter
results  at 10:00  a.m.  Eastern  Time  today.  To join the  call,  please  dial
612-288-0329.  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 786218. An archived
webcast of the second quarter  conference  call together with the press release,
financial    statements,    historical   financial   supplement   and   non-GAAP
reconciliations may also be accessed at www.level3.com.

                                       6


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.

                                       7


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)
                                         Q105             Q205
Communications Revenue                   $510             $371
Communications Cost of Revenue           $116             $110
Communications Gross Margin ($)          $394             $261
Communications Gross Margin (%)           77%              70%

                                       8


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 June 30, 2005                           Communications   Information                     Con-
($ in millions)                                                               Services        Other       solidated
Net Earnings/(Loss)                                           ($205)             $8            $9          ($188)
Income Tax (Benefit)/Expense                                    --               $1            $2            $3
Plus Other (Income)/Expense                                    $119              $1            --           $120
Operating Income/(Loss)                                        ($86)            $10            $11          ($65)
Plus Non-Cash Impairment Charge                                 $4               --            --            $4
Plus Depreciation and Amortization Expense                     $161              $4            $1           $166
Plus Non-Cash Stock Compensation Expense                        $9               $1            --            $10
Consolidated Adjusted OIBDA                                     $88             $15            $12          $115



                                       9



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





Consolidated Adjusted OIBDA
                                                                                                 
Three Months Ended June 30, 2004                            Communications  Information                     Con-
($ in millions)                                                               Services        Other       solidated
Net Earnings/(Loss)                                            ($66)             $1            $2           ($63)
Income Tax (Benefit)/Expense                                    --               $1            --            $1
Plus Other (Income)/Expense                                    ($33)             $1            $1           ($31)
Operating Income/(Loss)                                        ($99)             $3            $3           ($93)
Plus Depreciation and Amortization Expense                     $169              $7            $1           $177
Plus Non-Cash Stock Compensation Expense                        $9               $1            --            $10
Consolidated Adjusted OIBDA                                     $79             $11            $4            $94



Communications Adjusted OIBDA Margin
($ in millions)                               Q105                Q205
Communications Revenue                        $510                $371
Communications Adjusted OIBDA                 $201                 $88
Communications Adjusted OIBDA Margin          39%                  24%


Projected Consolidated Adjusted OIBDA
Three Months Ended September 30, 2005                    Consolidated
($ in millions)                                             Range
                                                 Low                     High
Net Earnings/(Loss)                             ($225)                  ($210)
Plus Other (Income)/Expense                      $125                    $130
Operating Income/(Loss)                         ($100)                  ($80)
Plus Depreciation and Amortization Expense       $165                    $165
Plus Non-Cash Stock Compensation Expense         $10                     $10
Consolidated Adjusted OIBDA                      $75                     $95


                                       10


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 June 30, 2005                               Consolidated Free
($ in millions)                             Unlevered Cash Flow       Cash Flow
Net Cash Used In Continuing Operations               ($11)                ($11)
Gross Capital Expenditures                           ($88)                ($88)
Release of Capital Expenditure Accruals                 $3                   $3
Cash Interest Paid                                    $109                  N/A
Interest Income                                       ($10)                 N/A
Total                                                 $3                  ($96)

                                       11


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)


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      ($120)            ($65)
Capital Expenditures, net                                ($260)           ($285)
Total                                                    ($380)           ($350)



                                       12




                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Operations
                                   (unaudited)
                                                                                                     
                                                                                      Three Months Ended
                                                                          June 30,        March 31,         June 30,
(dollars in millions, except per share data)                                2005            2005              2004

Revenue:
   Communications                                                                $ 371           $ 510              $ 391
   Information Services                                                            520             483                503
   Other                                                                            19              17                 24
                                                                                    --              --                 --
     Total Revenue                                                                 910           1,010                918

Costs and Expenses:
   Cost of Revenue                                                                 588             571                591
   Depreciation and Amortization                                                   166             171                177
   Selling, General and Administrative, including non-cash
     compensation of $10, $11 and $10, respectively                                217             226                243
   Restructuring Charges, including non-cash impairment
     charges of $4, $- and $-, respectively                                          4              15                  -
                                                                                     -              --                  -
     Total Costs and Expenses                                                      975             983              1,011
                                                                                   ---             ---              -----

Operating Income (Loss)                                                            (65)             27                (93)

Other Income (Loss), net:
   Interest Income                                                                  10               4                  3
   Interest Expense                                                               (139)           (114)              (118)
   Other Income                                                                      9               6                146
                                                                                     -               -                ---
     Other Income (Loss)                                                          (120)           (104)                31
                                                                                  ----            ----                 --

Loss Before Income Taxes                                                          (185)            (77)               (62)

Income Tax Expense                                                                  (3)              -                 (1)
                                                                                    --               -                 --

Net Loss                                                                        $ (188)          $ (77)             $ (63)
                                                                                ======           =====              =====

Basic Loss per Share:
   Net Loss                                                                    $ (0.27)        $ (0.11)           $ (0.09)
                                                                               =======         =======            =======

Weighted Average Shares Outstanding (in thousands):
   Basic                                                                       695,533         690,214            682,629
                                                                               =======         =======            =======


                                       13




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

                                                                                                            
                                                                                  June 30,        March 31,       December 31,
(dollars in millions)                                                               2005             2005             2004
Assets

Current Assets:
     Cash and cash equivalents                                                           $ 448            $ 336             $ 443
     Marketable securities                                                                 329              290               225
     Restricted securities                                                                  27               42                48
     Accounts receivable, less allowances of $22, $23 and $23, respectively                544              437               545
     Other                                                                                 132              117               141
                                                                                           ---              ---               ---
Total Current Assets                                                                     1,480            1,222             1,402

Property, Plant and Equipment, net                                                       5,158            5,277             5,408

Marketable Securities                                                                      506                -               114

Restricted Securities                                                                       70               70                67

Intangibles, net and Goodwill                                                              421              438               457

Other Assets, net                                                                           98               92                96
                                                                                            --               --                --

                                                                                       $ 7,733          $ 7,099           $ 7,544
                                                                                       =======          =======           =======
Liabilities and Stockholders' Deficit

Current Liabilities:
     Accounts payable                                                                    $ 578            $ 481             $ 614
     Current portion of long-term debt                                                       1              119               144
     Accrued payroll and employee benefits                                                  57               67                82
     Accrued interest                                                                      107               88                73
     Deferred revenue                                                                      182              184               255
     Other                                                                                 115              116               134
                                                                                           ---              ---               ---
Total Current Liabilities                                                                1,040            1,055             1,302

Long-Term Debt, less current portion                                                     5,945            5,073             5,067

Deferred Revenue                                                                           731              731               840

Other Liabilities                                                                          461              477               492

Stockholders' Deficit                                                                     (444)            (237)             (157)
                                                                                          ----             ----              ----

                                                                                       $ 7,733          $ 7,099           $ 7,544
                                                                                       =======          =======           =======


                                       14




                       LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                           Consolidated Statements of Cash Flows
                                        (unaudited)
                                                                                                              
                                                                                          Three Months Ended
                                                                                  June 30,         March 31,         June 30,
(dollars in millions)                                                               2005             2005              2004
Cash Flows from Operating Activities:
    Net loss                                                                            $ (188)            $ (77)           $ (63)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                       166               171              177
       Non-cash impairment expenses                                                          4                 -                -
       Gain on sale of property, plant and equipment, and other assets                      (1)               (1)              (2)
       Gain on debt extinguishments, net                                                     -                 -             (147)
       Non-cash compensation expense attributable to stock awards                           10                11               10
       Deferred revenue                                                                      5              (174)               1
       Amortization of debt issuance costs                                                   4                 4                4
       Accreted interest on discount debt                                                    6                17               18
       Accrued interest on long-term debt                                                   20                15              (31)
       Changes in working capital items net of amounts acquired:
          Receivables                                                                     (114)              100              (46)
          Other current assets                                                             (11)               22               (8)
          Payables                                                                         102              (127)              52
          Other current liabilities                                                         (2)              (24)              (8)
       Other                                                                               (12)               (3)              (2)
                                                                                           ---                --               --
Net Cash Used in Operating Activities                                                      (11)              (66)             (45)

Cash Flows from Investing Activities:
    Capital expenditures                                                                   (85)              (61)             (64)
    Proceeds from sale of property, plant and equipment                                      3                 1                7
    Proceeds from sale and maturity of marketable securities                               100                50                -
    Purchase of marketable securities                                                     (648)                -             (410)
    Decrease (increase) in restricted cash and securities, net                               2                (1)              (4)
    ICG acquisition                                                                          -                 -              (25)
    Investments                                                                            (10)                -                -
                                                                                           ---                --               --
Net Cash Used in Investing Activities                                                     (638)              (11)            (496)

Cash Flows from Financing Activities:
    Long-term debt borrowings, net of issuance costs                                       877                 -                -
    Purchases and payments on long-term debt, including current portion                   (105)              (25)             (75)
                                                                                          ----               ---              ---
Net Cash Provided by (Used in) Financing Activities                                        772               (25)             (75)

Effect of Exchange Rates on Cash                                                           (11)               (5)               2
                                                                                           ---                --                -

Net Change in Cash and Cash Equivalents                                                    112              (107)            (614)

Cash and Cash Equivalents at Beginning of Period                                           336               443            1,161
                                                                                           ---               ---            -----

Cash and Cash Equivalents at End of Period                                               $ 448             $ 336            $ 547
                                                                                         =====             =====            =====

Supplemental Disclosure of Cash Flow Information:
    Cash interest paid                                                                   $ 109              $ 78            $ 127

Total Cash, Current Marketable Securities and Noncurrent Marketable Securities         $ 1,283             $ 626            $ 957


                                       15