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 Third Quarter Results

Thursday, October 20, 2005

Financial Highlights
o    Consolidated  Revenue of $799  million and $364  million of  Communications
     Revenue
o    Net Loss of $204 million, or $0.29 per share
o    Consolidated Adjusted OIBDA of $95 million
o    Total Capital Expenditures of $95 million
o    Consolidated Free Cash Flow of negative $48 million

Business Highlights
o    Company upgrades its network infrastructure
o    Transport,  IP and VoIP  combined  revenue  increases by 8 percent,  versus
     second quarter 2005
o    Company's price compression continues to moderate
o    IP backbone growth continues; traffic exceeds 3.2 petabytes per day


BROOMFIELD, Colo., October 20, 2005 - Level 3 Communications, Inc. (Nasdaq:LVLT)
reported  consolidated  revenue  of $799  million  for the third  quarter  2005,
compared to $910 million for the second quarter 2005. Communications revenue was
$364 million in the third quarter, versus $371 million for the previous quarter.
Information services revenue was $415 million,  compared to $520 million for the
previous quarter.

The net loss for the third  quarter 2005 was $204  million,  or $0.29 per share,
compared  to a net loss of $188  million  or $0.27 per  share  for the  previous
quarter.  Consolidated  Adjusted  OIBDA(1)




was $95  million in the third  quarter  2005,  compared to  previously  provided
projections  of $75  million to $95 million  and $115  million for the  previous
quarter.

"Level 3's third quarter performance reflects several positive industry dynamics
including continuing strong demand for wholesale communications services and the
continuing  moderation of price  compression," said James Q. Crowe, CEO of Level
3. "We are  pleased  with the  growth in our  transport,  IP and  Voice  over IP
services  during the quarter,  and we believe our results point to the improving
fundamentals of our business."

Third Quarter Financial Results



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

Communications Services Revenue (2) (excluding termination    $344
revenue)
   Reciprocal Compensation                                    $19
   Termination Revenue                                        $1
Communications Revenue                                        $364                     $345-$365
Information Services Revenue                                  $415
Other Revenue                                                 $20
Consolidated Revenue                                          $799
Consolidated Adjusted OIBDA (3)(4)                            $95                      $75-$95
Capital Expenditures                                          $95
Unlevered Cash Flow (4)                                       $47
Free Cash Flow (4)                                            ($48)
Communications Gross Margin (4)                               69%


(1)  Projections issued July 21, 2005
(2)  Communications  Services  Revenue  is  GAAP  communications  revenue  minus
     reciprocal compensation revenue
(3)  Consolidated   Adjusted   OIBDA   excludes   $14  million  in   stock-based
     compensation expense and $2 million of non-cash impairment charges
(4)  See schedule of non-GAAP metrics for definition and  reconciliation to GAAP
     measures


Communications Business
Revenue
Communications revenue for the third quarter 2005 was $364 million,  versus $371
million for the previous quarter.  Communications  revenue for the third quarter
included  $345  million of  communications  services  revenue and $19 million of
reciprocal  compensation  revenue,  compared to $342  million  and $29  million,
respectively, in the second quarter.

"While third quarter reciprocal  compensation revenue was below our year-to-date
quarterly average, this is the result of normal fluctuations caused by a variety
of  factors,"  said Sunit  Patel,  CFO of Level 3. "We expect to see  reciprocal
compensation in the fourth quarter 2005 increase to more closely approximate our
2005 quarterly average."

                                       2


Included  in  communications  services  revenue was $1 million and $2 million of
termination revenue for the third and second quarters, respectively.

Communications  services revenue excluding  termination  revenue increased by $4
million, versus the second quarter,  primarily due to increases in transport and
infrastructure revenue and voice revenue,  offset partially by expected declines
in managed modem,  DSL  aggregation  and legacy  low-speed IP managed  services.
Excluding managed modem and DSL aggregation,  communications revenue increased 8
percent, versus the second quarter.


                                                                              
                                             Quarter ended    Quarter ended June     Dollar
 Communications Revenue ($ in millions)       September 30,         30, 2005          Change
                                                  2005

 Transport and Infrastructure                            $132                 $122          $10
 IP & Data Services (excluding DSL)                       $67                  $66           $1
 Voice                                                    $31                  $25           $6
 Managed Modem                                            $97                 $103         ($6)
 DSL                                                      $17                  $24         ($7)
   Communications Services Revenue                       $344                 $340           $4
 Reciprocal Compensation                                  $19                  $29        ($10)
 Termination Revenue                                       $1                   $2         ($1)
 Communications Revenue                                  $364                 $371         $(7)


The  communications  deferred  revenue  balance  was $880  million  in the third
quarter, compared to $879 million in the second quarter.

Cost of Revenue
Communications  cost of revenue  for the third  quarter  2005 was $112  million,
versus $110 million in the previous quarter.  Communications gross margin(1) was
69 percent for the third quarter,  compared to 70 percent in the second quarter.
The  decline in  communications  gross  margin is  primarily  attributable  to a
decrease in reciprocal compensation revenue.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A  expenses  were $178  million for the third  quarter  2005,
versus $182  million  for the  previous  quarter.  SG&A  expenses  for the third
quarter  include a $5 million  property  tax benefit and $13 million of non-cash
stock compensation  expense.  Second quarter SG&A expenses included a $2 million
property tax benefit and $9 million of non-cash stock compensation expense.

Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the communications  business was $84 million for the third
quarter 2005,  compared to $88 million for the previous quarter,  primarily as a
result of a decrease in reciprocal  compensation revenue,  partially offset by a
reduction in operating expenses.

Communications  Adjusted  OIBDA  margin(1)  was 23 percent for the third quarter
2005, versus 24 percent in the previous quarter.  Communications  Adjusted OIBDA
includes  a $3  million  cash lease  termination  charge,  excludes a $2 million
non-cash asset  impairment  charge,  and excludes  non-cash  stock  compensation
expense  of $13  million in the third  quarter.  Second  quarter

                                       3


Communications  Adjusted OIBDA excludes a $4 million  non-cash asset  impairment
charge and non-cash stock compensation of $9 million in the 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 $415 million for the third quarter 2005. This
compares to revenue of $520  million for the  previous  quarter and $392 million
for the same period last year.  Adjusted  OIBDA(1) for the information  services
business  was $11 million for the third  quarter,  which  excludes $1 million in
non-cash stock compensation  expense,  compared to Adjusted OIBDA of $15 million
in the previous  quarter,  excluding $1 million in non-cash  stock  compensation
expense. For the same period last year, Adjusted OIBDA was $9 million.

"Our  information  services  group  continues to perform well,  including  solid
revenue  growth and  profitability,"  said Charles C. Miller,  vice  chairman of
Level 3. "The Software Spectrum  business  continues to show double digit profit
growth  from  last  year,  in part as a result of our  recent  focus on sales to
middle market enterprise  customers.  In addition,  our (i)Structure  subsidiary
signed  three  contracts  with a value of $76  million  in the  quarter.  Normal
seasonality accounts for the decrease in revenue and Adjusted OIBDA in the third
quarter, as compared to the second quarter."

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 $20 million and zero,
respectively, in the third quarter 2005, compared to $19 million and $12 million
for the  previous  quarter.  Adjusted  OIBDA  for  the  third  quarter  included
approximately  $2 million in one-time  expenses.  Second quarter  Adjusted OIBDA
included 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 third quarter 2005,  Unlevered Cash Flow(1) was positive $47 million,
versus  positive $3 million during the second  quarter.  Consolidated  Free Cash
Flow for the third quarter was negative $48 million, versus negative $96 million
for the previous quarter.

"The  company's  negative  Consolidated  Free  Cash Flow  improved  in the third
quarter   primarily  as  a  result  of  working  capital   improvements  in  the
communications business,  partially offset by higher capital expenditures," said
Patel.

As of September  30, 2005,  the company had cash and  marketable  securities  of
approximately  $1.3 billion,  which  approximated the balance at the end of last
quarter.

Corporate Transactions

                                       4


During the quarter,  the refinancing of the mortgage on the company's  corporate
headquarters  was completed in the  principal  amount of $70 million with a 6.86
percent fixed interest rate and an initial maturity date of September, 2010.

Customer and Operations Update
"Demand for transport,  IP and VoIP services remains strong," said Kevin O'Hara,
president  and chief  operating  officer of Level 3. "We believe  our  customers
value Level 3's ability to provide a unique  combination  of  transport,  IP and
VoIP  solutions.  Additionally,  we continue to see  improvements in the pricing
environment."

The company  currently  estimates its cost of recovery from Hurricane Katrina at
less than $5  million.  Any  payments  received  under the  company's  insurance
coverage will reduce the cost of recovery estimate.

Network Upgrades and Improved Cost Efficiencies
During the  quarter,  Level 3  completed  a  substantial  portion of its optical
transport  network  upgrade.  The  company is  installing  a new  generation  of
equipment that employs photonic integrated circuits.  The company is also making
technical  upgrades to its core Internet Protocol network.  Both deployments are
expected to be completed by year-end in North America and by mid-2006 in Europe.
These network upgrades are expected to significantly improve the operational and
economic efficiencies of the company's network.

Business Outlook

"We remain focused on providing our customers value through our ability to offer
scaleable transport,  IP and VoIP solutions," said Crowe. "Given improvements in
both market  demand and pricing that we believe are becoming  apparent,  we have
increased  funding for capital  expenditures by approximately $45 million versus
beginning of the year  projections.  The resulting network upgrades are expected
to  lead  to  substantial  improvements  in  unit  capital  cost  and  operating
efficiencies. Additionally, we are increasing capacity on our network to support
expected growth from signed contracts and anticipated contracts."

Full Year 2005 Projections
o    Company narrows range for Communications  Revenue full year projection from
     a range of 4 to 7 percent decline to a range of 4 to 6 percent decline.
o    Company reiterates previously issued  Communications  Adjusted OIBDA margin
     projection.
o    Consolidated  Free Cash Flow is  expected to be  negative  $370  million to
     negative $395  million.  This is an increase of $15 million to $20 million,
     versus  previously  issued  projections  as a result of an  increase in the
     company's accelerated and increased capital expenditures planned in 2005.

Fourth Quarter 2005
o    Communications  revenue is projected  to be $340  million to $360  million,
     with  expected  decreases  in DSL  aggregation,  managed  modem and  legacy
     low-speed IP managed  services  partially  offset by anticipated  growth in
     transport, IP and VoIP services.
o    Consolidated Adjusted OIBDA is expected to be $85 million to $105 million.

                                       5



                                                                                  
Metric                                                        Fourth Quarter           Full Year 2005 Projections
($ in millions)                                               Projections
Communications Revenue                                         $340 to $360            4 percent to 6 percent
                                                                                       decline
Consolidated Adjusted OIBDA                                   $85 to $105              N/A
Communications Adjusted OIBDA Margin                          N/A                      Mid-20 percent range
Negative Consolidated Free Cash Flow                          N/A                      $370 to $395



Summary
"We are  pleased  with the  results of our  continued  disciplined  approach  to
pricing  and our  decision  to  further  invest  in our  business.  Our  network
investments enable us to comprehensively  meet high bandwidth customers' growing
needs and maintain our low-cost position," Crowe said. "In addition,  our strong
liquidity  position gives us the flexibility to support ongoing  customer demand
and seek opportunities to further grow our business."

Conference Call and Web site Information
Level 3 will hold a  conference  call to discuss  the  company's  third  quarter
results  at 10:00  a.m.  Eastern  Time  today.  To join the  call,  please  dial
612-288-0318.  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 797035 An archived
webcast of the third 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.

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

                                       6


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)
                                               Q205             Q305
Communications Revenue                         $371             $364
Communications Cost of Revenue                 $110             $112
Communications Gross Margin ($)                $261             $252
Communications Gross Margin (%)                 70%               69%

                                       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 September 30, 2005        Communications  Information                 Con-
($ in millions)                                                Services       Other     solidated

Net Earnings/(Loss)                             ($211)            $3            $4       ($204)
Income Tax (Benefit)/Expense                      $1              $--          $--         $1
Plus Other (Income)/Expense                      $123             $2           ($6)       $119
Operating Income/(Loss)                          ($87)            $5           $(2)       ($84)
Plus Non-Cash Impairment Charge                   $2              $--          $--         $2
Plus Depreciation and Amortization Expense       $156             $5            $2        $163
Plus Non-Cash Stock Compensation Expense          $13             $1           $--         $14
Consolidated Adjusted OIBDA                       $84             $11          $--         $95


                                       9


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



Consolidated Adjusted OIBDA

                                                                                 
Three Months Ended September 30, 2004       Communications  Information                     Con-
($ in millions)                                                Services        Other       solidated
Net Earnings/(Loss)                            ($181)             $4            $6          ($171)
Income Tax (Benefit)/Expense                     $--             $--            $--           $--
Plus Other (Income)/Expense                     $121             $--           ($1)          $120
Operating Income/(Loss)                         ($60)             $4            $5           ($51)
Plus Depreciation and Amortization Expense      $163              $5            $2           $170
Plus Non-Cash Stock Compensation Expense         $10             $--            $--           $10
Consolidated Adjusted OIBDA                     $113              $9            $7           $129



Communications Adjusted OIBDA Margin
($ in millions)                               Q205                   Q305
Communications Revenue                        $371                   $364
Communications Adjusted OIBDA                  $88                    $84
Communications Adjusted OIBDA Margin            24%                   23%

Projected Consolidated Adjusted OIBDA
Three Months Ended December 31, 2005                  Consolidated
($ in millions)                                          Range
                                                  Low           High
Net Earnings/(Loss)                              ($215)        ($200)
Plus Other (Income)/Expense                       $125          $130
Operating Income/(Loss)                           ($90)         ($70)
Plus Depreciation and Amortization Expense        $160          $160
Plus Non-Cash Stock Compensation Expense          $15           $15
Consolidated Adjusted OIBDA                       $85           $105


Unlevered  Cash Flow is  defined  as net cash  provided  by (used in)  operating
activities  less net capital  expenditures,  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

                                       10


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  net  capital  expenditures  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 debt
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 September 30, 2005                                  Consolidated Free
($ in millions)                                   Unlevered Cash Flow       Cash Flow
Net Cash Provided By Operating Activities                 $47                  $47
Capital Expenditures, net                                ($95)                ($95)
Cash Interest Paid                                       $106                  N/A
Interest Income                                          ($11)                 N/A
Total                                                     $47                 ($48)


                                       11



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 Operating Activities                     ($11)                ($11)
Capital Expenditures, net                                 ($85)                ($85)
Cash Interest Paid                                        $109                  N/A
Interest Income                                           ($10)                 N/A
Total                                                      $3                  ($96)



PROJECTED CONSOLIDATED FREE CASH FLOW                   Consolidated
Twelve Months Ended December 31, 2005                      Range
($ in millions)
                                                    Low             High
Net Cash Used In Operating Activities              ($85)            ($50)
Capital Expenditures, net                         ($310)           ($320)
Total                                             ($395)           ($370)

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

Revenue:
   Communications                                                                $ 364           $ 371              $ 423
   Information Services                                                            415             520                392
   Other                                                                            20              19                 25
                                                                                    --              --                 --
     Total Revenue                                                                 799             910                840

Costs and Expenses:
   Cost of Revenue                                                                 495             588                487
   Depreciation and Amortization                                                   163             166                170
   Selling, General and Administrative, including non-cash
     compensation of $14, $10 and $10, respectively                                220             217                234
   Restructuring Charges, including non-cash impairment
     charges of $2, $4 and $-, respectively                                          5               4                  -
                                                                                     -               -                  -
     Total Costs and Expenses                                                      883             975                891

Operating Loss                                                                     (84)            (65)               (51)

Other Income (Loss), net:
   Interest Income                                                                  11              10                  3
   Interest Expense                                                               (138)           (139)              (120)
   Other Income                                                                      8               9                 (3)
                                                                                     -               -                 --
     Other Income (Loss)                                                          (119)           (120)              (120)
                                                                                  ----            ----               ----

Loss Before Income Taxes                                                          (203)           (185)              (171)

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

Net Loss                                                                        $ (204)         $ (188)            $ (171)
                                                                                ======          ======             ======

Basic Loss per Share:
   Net Loss                                                                    $ (0.29)        $ (0.27)           $ (0.25)
                                                                               =======         =======            =======

Weighted Average Shares Outstanding (in thousands):
   Basic                                                                       699,332         695,533            685,074
                                                                               =======         =======            =======


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

                                       13

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

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

Assets

Current Assets:
     Cash and cash equivalents                                                           $ 490            $ 448             $ 443
     Marketable securities                                                                 403              329               225
     Restricted securities                                                                  38               27                48
     Accounts receivable, less allowances of $21, $22 and $23, respectively                407              544               545
     Other                                                                                 162              132               141
                                                                                           ---              ---               ---
Total Current Assets                                                                     1,500            1,480             1,402

Property, Plant and Equipment, net                                                       5,101            5,158             5,408

Marketable Securities                                                                      408              506               114

Restricted Securities                                                                       71               70                67

Intangibles, net and Goodwill                                                              401              421               457

Other Assets, net                                                                           99               98                96
                                                                                            --               --                --
                                                                                       $ 7,580          $ 7,733           $ 7,544
                                                                                       =======          =======           =======
Liabilities and Stockholders' Deficit

Current Liabilities:

     Accounts payable                                                                    $ 492            $ 578             $ 614
     Current portion of long-term debt                                                       -                1               144
     Accrued payroll and employee benefits                                                  66               57                82
     Accrued interest                                                                      130              107                73
     Deferred revenue                                                                      208              182               255
     Other                                                                                 102              115               134
                                                                                           ---              ---               ---
Total Current Liabilities                                                                  998            1,040             1,302

Long-Term Debt, less current portion                                                     6,020            5,945             5,067

Deferred Revenue                                                                           734              731               840

Other Liabilities                                                                          460              461               492

Stockholders' Deficit                                                                     (632)            (444)             (157)
                                                                                          ----             ----              ----

                                                                                       $ 7,580          $ 7,733           $ 7,544
                                                                                       =======          =======           =======

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

                                       14

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                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                                                                                                                   
                                                                                            Three Months Ended
                                                                                     September 30,       June 30,      September 30,
(dollars in millions)                                                                     2005             2005              2004
Cash Flows from Operating Activities:
    Net loss                                                                                  $ (204)       $ (188)          $ (171)
    Adjustments to reconcile net loss to net cash provided by
          (used in) operating activities:
       Depreciation and amortization                                                             163           166              170
       Non-cash impairment expenses                                                                2             4                -
       Gain (loss) on sale of property, plant and equipment, and other assets                     (7)           (1)               2
       Non-cash compensation expense attributable to stock awards                                 14            10               10
       Deferred revenue                                                                           29             5               15
       Amortization of debt issuance costs                                                         4             4                4
       Accreted interest on discount debt                                                          5             6               19
       Accrued interest on long-term debt                                                         23            20               10
       Changes in working capital items net of amounts acquired:
          Receivables                                                                            137          (114)             101
          Other current assets                                                                   (30)          (11)               9
          Payables                                                                               (86)          102             (120)
          Other current liabilities                                                                1            (2)             (69)
       Other                                                                                      (4)          (12)               4
                                                                                                  --           ---                -
Net Cash Provided by (Used in) Operating Activities                                               47           (11)             (16)

Cash Flows from Investing Activities:
    Capital expenditures, net                                                                    (95)          (85)             (82)
    Proceeds from sale of property, plant and equipment                                            7             3                3
    Proceeds from sale and maturity of marketable securities                                      29           100               20
    Purchase of marketable securities                                                              -          (648)               -
    Decrease (increase) in restricted cash and securities, net                                    (9)            2               (1)
    ICG acquisition                                                                                -             -               (5)
    Investments                                                                                    -           (10)               -
                                                                                                  ---          ---               --
Net Cash Used in Investing Activities                                                            (68)         (638)             (65)

Cash Flows from Financing Activities:
    Long-term debt borrowings, net of issuance costs                                              67           877                -
    Purchases and payments on long-term debt, including current portion                           (1)         (105)              (1)
                                                                                                  --          ----               --
Net Cash Provided by (Used in) Financing Activities                                               66           772               (1)

Effect of Exchange Rates on Cash                                                                  (3)          (11)               2
                                                                                                  --           ---                -

Net Change in Cash and Cash Equivalents                                                           42           112              (80)

Cash and Cash Equivalents at Beginning of Period                                                 448           336              547
                                                                                                 ---           ---              ---

Cash and Cash Equivalents at End of Period                                                     $ 490         $ 448            $ 467
                                                                                               =====         =====            =====

Supplemental Disclosure of Cash Flow Information:
    Cash interest paid                                                                         $ 106         $ 109             $ 87

Total Cash, Current Marketable Securities and Noncurrent Marketable Securities               $ 1,301       $ 1,283            $ 856


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

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