Exhibit 99.1

[Logo]
                                                         1025 Eldorado Boulevard
                                                      Broomfield, Colorado 80021
                                                                  www.Level3.com



                                                                    NEWS RELEASE


Level 3 Contacts:

Media:            Josh Howell                       Investors:        Robin Grey
                  720-888-2517                                      720-888-2518
                  Josh.Howell@Level3.com                   Robin.Grey@Level3.com


                      Level 3 Reports First Quarter Results

                 Company Increases 2006 Communications Revenue;
              2006 and 2007 Consolidated Adjusted OIBDA Projections


First Quarter Financial Highlights

o    Consolidated  Revenue of $1.27 billion and  Communications  Revenue of $804
     million
o    Net Loss of $168 million, or $0.20 per share
o    Consolidated Adjusted OIBDA of $150 million
o    Total Capital Expenditures of $59 million
o    Consolidated Free Cash Flow of negative $122 million

First Quarter Business Highlights

o    Core  Communications  Services  revenue growth of  approximately 60 percent
     over  fourth  quarter  2005;  primarily  from  a  full  quarter  of  WilTel
     Communications and increased customer demand
o    Optical transport sales driven by wireless  providers,  academic customers,
     carriers and PTTs
o    IP backbone  traffic growth of 35 percent  primarily from a full quarter of
     WilTel Communications; traffic exceeds 5.1 petabytes per day
o    Level 3 pricing environment remains stable
o    Closed purchase of Progress Telecom

BROOMFIELD,  Colo., April 25, 2006 - Level 3 Communications,  Inc. (Nasdaq:LVLT)
reported  consolidated  revenue of $1.27  billion  for the first  quarter  2006,
compared to $944 million for the fourth quarter 2005. Communications revenue was
$804 million in the first quarter, versus $400 million for the previous quarter.
Information services revenue was $445 million in the first quarter,  compared to
$526 million for the previous quarter and $466 million for the same quarter last
year.




The net loss for the first  quarter 2006 was $168  million,  or $0.20 per share,
compared to a net loss of $169  million,  or $0.24 per share,  for the  previous
quarter.  Included  in the net  loss  for  the  first  quarter  is a gain of $27
million, or $0.03 per share,  associated with the company's $692 million private
debt exchange offers completed in January 2006. Included in the net loss for the
fourth  quarter was income of  approximately  $49  million,  or $0.07 per share,
associated with the gain from the sale of Level 3's  (i)Structure  subsidiary on
November 30, 2005, and the results of its operations through the closing date of
the sale.

Consolidated  Adjusted  OIBDA(1)  was $150  million in the first  quarter  2006,
compared to previously increased projections of $140 million to $150 million and
$98 million for the previous quarter.

"Our solid first quarter  results  reflect  ongoing  positive trends in our Core
Communications Services business due to the benefit of a full quarter of revenue
from the WilTel  transaction,  growth in customer demand and lower than expected
expenses  associated with the WilTel  integration,"  said James Q. Crowe, CEO of
Level 3. "We believe that these positive trends bode well for our business going
forward."

First Quarter 2006 Financial Results

Metric                                             Consolidated   First Quarter
($ in millions)                                    First Quarter  Projections(2)
                                                   Results(1)

         Core Communications                     $389              $360 - $370
         Other Communications                    $123              $115 - $120
         SBC Contract Services                   $292              $285 - $295
     Total Communications Revenue                $804              $760 - $785
     Information Services Revenue                $445
     Other Revenue                               $18
Total Consolidated Revenue                       $1,267
Consolidated Adjusted OIBDA (2)(3)(5)            $150              $140-$150
Capital Expenditures                             $59
Unlevered Cash Flow (5)                          $(12)
Free Cash Flow (5)                               $(122)
Communications Gross Margin (5)                  51%               ~50%
Communications Adjusted OIBDA Margin (4)(5)      18%               Mid-teens

(1)  Consolidated results for the first quarter include approximately $2 million
     of revenue and  approximately  $1 million of Adjusted  OIBDA from  Progress
     Telecom for March 20, 2006, through March 31, 2006.
(2)  Projections issued February 7, 2006, and updated March 28, 2006.
(3)  Consolidated  Adjusted OIBDA excludes $15 million in non-cash  compensation
     expense and $3 million of non-cash impairment charges.
(4)  Communications  Adjusted  OIBDA  Margin  excludes  $14  million in non-cash
     compensation and $3 million of non-cash impairment charges.
(5)  See schedule of non-GAAP metrics for definition and  reconciliation to GAAP
     measures.

Communications Business

Revenue

                                       2


Communications revenue for the first quarter 2006 was $804 million,  versus $400
million for the previous quarter.

Core  Communications  Services  which  includes  transport  and  infrastructure,
wholesale IP and Data, Voice and Vyvx,  experienced  growth primarily due to the
inclusion of a full quarter of WilTel Communications  revenue as well as quarter
over quarter growth in Core  Communications  Services primarily from dark fiber,
colocation,  voice and wholesale IP revenue. In addition,  revenue from Progress
Telecom was approximately $2 million.

Other  Communications  Services which includes managed modem, related reciprocal
compensation and managed IP services declined to $123
million primarily as a result of a decline in managed modem revenue.


                                                                               
                                               Quarter ended    Quarter ended
                                              March 31, 2006     December 31,
Communications Revenue                                   (1)         2005 (2)            Percent
($ in millions)                                                                           Change

   Transport and Infrastructure                         $198             $150                32%
   Wholesale IP and Data                                 $64              $52                23%
   Voice                                                 $98              $38               158%
   Vyvx                                                  $29               $3     Not Meaningful
Total Core Communications Services                      $389             $243                60%

Other Communications Services                           $123             $131               (6%)

SBC Contract Services                                   $292              $25     Not Meaningful

     Termination Revenue                                  $0               $1     Not Meaningful

Total Communications Revenue                            $804             $400               101%



(1)  First  quarter 2006  includes $2 million of revenue from  Progress  Telecom
     from March 20, 2006, through March 31, 2006.
(2)  Fourth   Quarter   2005   includes  $38  million  in  revenue  from  WilTel
     Communications from December 23, 2005, through December 31, 2005.

The  communications  deferred revenue balance was $922 million at the end of the
first quarter 2006,  compared to $936 million at the end of the fourth  quarter.
The decline in communications  deferred revenue quarter over quarter is a result
of the amortization of previously recognized deferred revenue balances partially
offset by deferred  revenue from Progress  Telecom and new  transactions  in the
quarter.

Cost of Revenue

                                       3


Communications  cost of revenue  for the first  quarter  2006 was $396  million,
versus $125 million in the previous  quarter.  Cost of revenue  increased during
the quarter primarily due to the inclusion of a full quarter of expenses related
to the WilTel Communications business.

Communications  gross margin(1) was 51 percent for the first quarter,  versus 69
percent for the fourth quarter.  The decrease in communications  gross margin is
primarily   attributable   to  the  lower  gross  margin   revenue  from  WilTel
Communications.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A  expenses  were $274  million for the first  quarter  2006,
versus $213 million for the previous quarter.  Communications  SG&A expenses for
the first quarter increased  primarily due to the inclusion of a full quarter of
expenses   related  to  the  WilTel   Communications   business   and   includes
approximately  $14  million of  non-cash  compensation  expense.  First  quarter
Communications  SG&A  benefited from a $7 million  property tax benefit.  Fourth
quarter   Communications   SG&A   expenses   include  $19  million  of  non-cash
compensation expense.

Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the communications  business increased to $147 million for
the first  quarter  2006,  compared  to $85 million  for the  previous  quarter,
primarily   as  a  result  of  the   inclusion  of  a  full  quarter  of  WilTel
Communications.

Communications  Adjusted  OIBDA  margin(1)  was 18 percent for the first quarter
2006, versus 21 percent in the previous quarter.

Communications  Adjusted OIBDA in the first quarter  includes $1 million in cash
restructuring  charges associated with reductions in force as part of the WilTel
Communications  transaction and excludes a $3 million  non-cash asset impairment
charge, and $14 million of non-cash  compensation  expense.  Fourth quarter 2005
Communications  Adjusted  OIBDA  includes  a $4 million  cash lease  termination
benefit,  excludes a $3 million non-cash asset impairment charge and $19 million
of non-cash compensation expense.

Information Services Business
The company's  information  services  business  consists of the results from the
Software Spectrum subsidiary.

Revenue and Adjusted  Operating  Income  Before  Depreciation  and  Amortization
(OIBDA)
Information  services  revenue was $445 million for the first quarter 2006. This
compares to revenue of $526  million for the  previous  quarter and $466 million
for the same period last year.  Information  services  Adjusted  OIBDA(1) was $3
million for the first quarter,  which includes $1 million in cash  restructuring
charges  related to business  solution  partnering  agreements  and  excludes $1
million in non-cash  compensation  expense; and compares to information services
Adjusted OIBDA of $13 million in the previous quarter, which excludes $3 million
in  non-cash  stock  compensation  expense.  For  the  same  period  last  year,
information  services  Adjusted  OIBDA was $5 million and excludes $1 million in
non-cash stock compensation expense.

"Software  Spectrum  performed well in the first quarter due to continued growth
in the mid-market  customer  segment," said Charles C. Miller,  vice chairman of
Level 3. "Revenue declined quarter over quarter due to typical seasonality."

                                       4


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

Revenue and Adjusted OIBDA
Revenue from other businesses was $18 million in both the first quarter 2006 and
fourth quarter 2005. Other businesses  contributed  zero  Consolidated  Adjusted
OIBDA(1) in the first quarter 2006 and in the fourth quarter 2005.

Consolidated Cash Flow and Liquidity
During the first quarter 2006,  Unlevered Cash Flow(1) was negative $12 million,
the same as the fourth quarter 2005.  Consolidated  Free Cash Flow for the first
quarter was negative $122 million, versus negative $160 million for the previous
quarter.

As of  March  31,  2006,  the  company  had cash and  marketable  securities  of
approximately  $992 million compared to  approximately  $862 million at December
31, 2005. Pro forma for the issuance of an additional  $300 million of aggregate
principal  amount of 12.25% Senior Notes due 2013 in April 2006, the company had
cash and marketable securities of approximately $1.3 billion at March 31, 2006.

Pricing and Customers
"Our pricing environment remains favorable,  and we are focused on continuing to
execute best pricing  practices," said Kevin O'Hara,  president and COO of Level
3. "On a blended basis, our lit transport services continue to experience volume
increases and generally stable pricing quarter over quarter.   Pricing continues
to vary by line speed, segment, and the complexity of the solutions delivered to
the  customer.  The  average  closing  price for our  high-speed  IP service has
generally remained flat quarter over quarter.

"Our  first  quarter  Core  Communications  Services  revenue  growth was driven
primarily  by  incremental  demand  from  wireless  providers,  carriers,  cable
companies and satellite/content distributors."

Corporate Transactions

Mergers and Acquisitions
The company closed its previously  announced  acquisition of Progress Telecom on
March 20, 2006,  for  consideration  of  approximately  19.7  million  shares of
unregistered  Level 3 common stock and $68.5  million in cash,  subject to final
purchase  price  and  working  capital  adjustments.  As a  consequence  of  the
completion of the acquisition of Progress Telecom, the company is in the process
of completing its purchase  accounting  adjustments to the consolidated  balance
sheet. As a result,  the  consolidated  balance sheet at March 31, 2006, will be
included in the  company's  Form 10-Q,  which the  company  expects to file next
month.

On April 17, 2006, the company announced a definitive  agreement to purchase all
of the issued and outstanding common stock of ICG Communications,  Inc. for $163
million of consideration,  $127 million of unregistered shares of Level 3 common
stock and $36 million of cash. The purchase price is subject to working  capital
adjustments.  The transaction is expected to close in

                                       5


mid-2006 and is subject to customary closing conditions, including certain state
and federal approvals.

Pursuant to the terms of the WilTel Communications  purchase agreement,  Level 3
received $27 million in cash from  Leucadia  National  Corporation  in April for
post-closing working capital and other adjustments.

Integration Update
"During  the  quarter,  the  company  made  significant  progress  on the WilTel
integration,"  said  O'Hara.  "The IP  backbones  of each  network are now fully
interconnected,  and we've  migrated  a portion  of the WilTel IP traffic to the
Level 3 IP backbone. Operating expense reduction targets are on track and we are
ahead of our expectations with respect to overall timing and cost savings.

"With the closing of  Progress  Telecom,  Level 3 is in the midst of  completing
integration planning and expects to commence integration work shortly.

"Regarding our recent announcement to acquire ICG Communications, integration is
expected to begin shortly after the closing of the transaction.

"With the WilTel integration proceeding better than expected and given our plans
for  the  integration  for  Progress  Telecom  and  ICG  Communications,  we are
confident  in our ability to continue to provide our  customers  with  excellent
service and an increasingly expanded portfolio of services and network reach."

Completion of Private Offering of New Senior Notes
In March  2006,  the  company  completed  a  private  offering  of $400  million
aggregate  principal amount of senior notes consisting of $150 million aggregate
principal  amount  of  Floating  Rate  Senior  Notes  due 2011 and $250  million
aggregate  principal  amount  of  12.25%  Senior  Notes  due  2013 to  qualified
institutional  buyers.  In April  2006,  the  company  completed  an  additional
offering of $300 million  aggregate  principal amount of the 12.25% Senior Notes
due 2013.

2006 Business Outlook

Communications Revenue
"With the first  full  quarter  of the  combined  operations  behind us and with
expected revenue from ICG Communications  later this year, we continue to expect
solid  revenue  growth in our Core  Communications  Services and have  therefore
increased our projections for 2006," said Crowe.

"We are pleased with the continuing  positive trends in our Core  Communications
Services  business over the last few quarters and remain  cautiously  optimistic
that these trends will continue. As previously discussed,  we continue to expect
a ramp down in revenue from the SBC Contract  Services going forward.  While the
timing of SBC's migration of traffic from the WilTel  Communications  network is
difficult to project, the take-or-pay contract,  which specifies a minimum gross
margin commitment,  gives us confidence with respect to its overall contribution
over the next few years."


                                       6


                                                                                  
                                                          Second
Metric                                                    Quarter Projections       2006
($ in millions)                                                                     Full Year Projections

Core Communications Services revenue                      $415 - $425               $1,650 - $1,800 (1)
Other Communications Services revenue                     $115 - $120               $400 - $450
SBC Contract Services                                     $285 - $295               $950 - $1,000
Total Communications Revenue                              $815 - $840               $3,000 - $3,250 (1)
Consolidated Adjusted OIBDA                               $170 - $190               $640 - $690
Communications Adjusted OIBDA Margin                      ~20%                      ~20%
Consolidated Capital Expenditures                         N/A                       $320 - $360
Net Cash Interest Expense                                 N/A                       $520


(1)      Assumes ICG Communications closes mid-2006.

Adjusted OIBDA
"As a result of our better than expected first quarter  communications  revenue,
our  improved  revenue and  expense  outlook for the balance of the year and the
acquisition of ICG Communications,  we now expect Consolidated Adjusted OIBDA to
be $640 million to $690 million in 2006, compared to our previous projections of
$600 million to $650 million," said Sunit S. Patel,  chief financial  officer of
Level  3.  "We  are  also  increasing  our  2007  Consolidated   Adjusted  OIBDA
projections  to  $680  million  to  $740  million  from  our  previously  issued
projections of $650 million to $700 million.

"Communications Adjusted OIBDA margin is expected to be approximately 20 percent
for the full  year  2006 as a result  of  better  than  expected  communications
revenue and  associated  expenses  together with the pending  acquisition of ICG
Communications."

Summary
"As evidenced by this quarter's results,  we continue to believe that Level 3 is
very well  positioned to benefit from visibly  improving  industry  conditions,"
said Crowe.

Conference Call and Web site Information

Level 3 will hold a  conference  call to discuss  the  company's  first  quarter
results at 10 a.m. EDT today. To join the call, please dial 612-332-0806. 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  825199.  An  archived  webcast of the first
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), an international communications and information services
company,  operates one of the largest Internet  backbones in the world.  Through
its  customers,  Level 3 is the primary  provider of Internet  connectivity  for
millions of broadband subscribers. The company provides a comprehensive suite of
services over its broadband fiber optic network including Internet Protocol (IP)
services, broadband transport and infrastructure services,  colocation services,
voice  services  and voice over IP services.  These  services  provide  building
blocks  that  enable  Level 3's  customers  to meet their  growing  demands  for
advanced communications solutions. The company's Web address is www.Level3.com.

                                       7


Level 3 offers information  services through its subsidiary,  Software Spectrum,
and  fiber-optic  and  satellite  video  delivery and  advertising  distribution
solutions through its subsidiary, Vyvx. For additional information,  visit their
respective Web sites at www.softwarespectrum.com and www.vyvx.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 provided by a
wholly owned subsidiary 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:  increasing the volume of traffic on Level 3's
network;  developing  new products and services that meet  customer  demands and
generate acceptable margins;  successfully  completing commercial testing of new
technology  and  information  systems  to support  new  products  and  services,
including voice transmission services; stabilizing or reducing the rate of price
compression on certain of our  communications  services;  integrating  strategic
acquisitions; attracting and retaining qualified management and other personnel;
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;  and reducing  downward
pressure  of  Software  Spectrum's  margins  as a  result  of the use of  volume
licensing and maintenance  agreements.  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.

                                      -30-


                                       8


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.  Cost of revenue also includes  satellite  transponder lease
costs,  package  delivery costs and blank tape media costs  attributable  to the
video business.

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.

                                       9


COMMUNICATIONS GROSS MARGIN ($ in millions)
                                               Q405         Q106
Communications Revenue                         $400         $804
Communications Cost of Revenue                 $125         $396
Communications Gross Margin ($)                $275         $408
Communications Gross Margin (%)                 69%          51%


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.  123R.
Additionally,  Consolidated  Adjusted OIBDA excludes interest expense and income
tax expense and other  gains/losses not included in operating income.  Excluding
these items eliminates the expenses associated with the company's capitalization
and tax  structures.  Consolidated  Adjusted  OIBDA  excludes  depreciation  and
amortization  expense in order to  eliminate  the impact of capital  investments
which management  believes should be evaluated  through  consolidated  free cash
flow.

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


                                                                                             
Consolidated Adjusted OIBDA
Three Months Ended March 31, 2006                            Communications  Information                 Con-
($ in millions)                                                                Services       Other     solidated
Net Earnings/(Loss)                                             ($166)           ($2)          $--       ($168)
Income Tax (Benefit)/Expense                                     ($1)             $1           $--         $--
Plus Other (Income)/Expense                                      $111             $--          ($1)       $110
Operating Income/(Loss)                                          ($56)           ($1)          ($1)       ($58)
Plus Non-Cash Impairment Charge                                   $3              $--          $--         $3
Plus Depreciation and Amortization Expense                       $186             $3            $1        $190
Plus Non-Cash Stock Compensation Expense                          $14             $1           $--         $15
Consolidated Adjusted OIBDA                                      $147             $3           $--        $150



                                       10



                                                                                              
Consolidated Adjusted OIBDA
Three Months Ended December 31, 2005                         Communications  Information                 Con-
($ in millions)                                                                Services       Other     solidated
Net Earnings/(Loss)                                             ($225)            $57          ($1)      ($169)
(Income) Loss from Discontinued Operations                        $--            ($49)         $--        ($49)
Income Tax (Benefit)/Expense                                      $1              $2            $1         $4
Plus Other (Income)/Expense                                      $127            $(2)          ($1)       $124
Operating Income/(Loss)                                          ($97)            $8           $(1)       ($90)
Plus Non-Cash Impairment Charge                                   $3              $--          $--         $3
Plus Depreciation and Amortization Expense                       $160             $2            $1        $163
Plus Non-Cash Stock Compensation Expense                          $19             $3           $--         $22
Consolidated Adjusted OIBDA                                       $85             $13          $--         $98




                                                                                              
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) Loss from Discontinued Operations                        $--             $--          $--         $--
Income Tax (Benefit)/Expense                                      $--             $--          $--         $--
Plus Other (Income)/Expense                                      $105             $--          ($1)       $104
Operating Income/(Loss)                                           $26             $1           $--         $27
Plus Depreciation and Amortization Expense                       $165             $3            $1        $169
Plus Non-Cash Stock Compensation Expense                          $10             $1           $--         $11
Consolidated Adjusted OIBDA                                      $201             $5            $1        $207




Communications Adjusted OIBDA Margin
($ in millions)                             Q405           Q106
Communications Revenue                      $400           $804
Communications Adjusted OIBDA                $85           $147
Communications Adjusted OIBDA Margin         21%           18%



Projected Consolidated Adjusted OIBDA                       Consolidated
Three Months Ended June 30, 2006                               Range
($ in millions)
                                                    Low                     High
Net Earnings/(Loss)                                ($200)                  ($170
Plus Other (Income)/Expense                         $155                    $150
Operating Income/(Loss)                            ($45)                   ($20)
Plus Depreciation and Amortization Expense          $200                    $190
Plus Non-Cash Stock Compensation Expense            $15                     $20
Consolidated Adjusted OIBDA                         $170                    $190

                                       11


Projected Consolidated Adjusted OIBDA            Consolidated
Twelve Months Ended December 31, 2006               Range
($ in millions)
                                         Low                     High
Net Earnings/(Loss)                     ($800)                  ($740)
Plus Other (Income)/Expense              $570                    $560
Operating Income/(Loss)                 ($230)                  ($180)
Plus Depreciation and Amortization Expen $810                    $790
Plus Non-Cash Stock Compensation Expense $60                     $80
Consolidated Adjusted OIBDA              $640                    $690


Projected Consolidated Adjusted OIBDA                 Consolidated
Twelve Months Ended December 31, 2007                    Range
($ in millions)
                                              Low                     High
Net Earnings/(Loss)                          ($795)                  ($685)
Plus Other (Income)/Expense                   $650                    $620
Operating Income/(Loss)                      ($145)                  ($65)
Plus Depreciation and Amortization Expense    $760                    $720
Plus Non-Cash Stock Compensation Expense      $65                     $85
Consolidated Adjusted OIBDA                   $680                    $740

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  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.

                                       12


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


                                                                          
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended March 31, 2006                                        Consolidated Free
($ in millions)                                    Unlevered Cash Flow       Cash Flow
Net Cash Used In Operating Activities                     ($63)                ($63)
Capital Expenditures, net                                 ($59)                ($59)
Cash Interest Paid                                        $119                  N/A
Interest Income                                           ($9)                  N/A
Total                                                     ($12)               ($122)





                                                                          
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended December 31, 2005                                     Consolidated Free
($ in millions)                                    Unlevered Cash Flow       Cash Flow
Net Cash Used In Operating Activities                     ($91)                ($91)
Capital Expenditures, net                                 ($69)                ($69)
Cash Interest Paid                                        $158                  N/A
Interest Income                                           ($10)                 N/A
Total                                                     ($12)               ($160)



                                       13

[Logo]


                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Operations
                                   (unaudited)
                                                                                            
                                                                        Three Months Ended
                                                                    March 31,     December 31,      March 31,
(dollars in millions, except per share data)                           2006           2005            2005

Revenue:
   Communications                                                          $ 804           $ 400           $ 510
   Information Services                                                      445             526             466
   Other                                                                      18              18              17
                                                                              --              --              --
Total Revenue                                                              1,267             944             993

Costs and Expenses:
   Cost of revenue                                                           817             616             558
   Depreciation and amortization                                             190             163             169
   Selling, general and administrative, including non-cash
     compensation of $15, $22, and $11, respectively                         313             256             224
   Restructuring charges, including non-cash impairment
     charges of $3, $3 and $-, respectively                                    5              (1)             15
                                                                               -              --              --
Total Costs and Expenses                                                   1,325           1,034             966
                                                                           -----           -----             ---

Operating Income (Loss)                                                      (58)            (90)             27

Other Income (Loss), net:
   Interest income                                                             9              10               4
   Interest expense                                                         (150)           (139)           (114)
   Other income                                                               31               5               6
                                                                              --               -               -

Other Income (Loss)                                                         (110)           (124)           (104)
                                                                            ----            ----            ----

Loss from Continuing Operations Before Income Taxes                         (168)           (214)            (77)

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

Loss from Continuing Operations                                             (168)           (218)            (77)

Loss from Discontinued Operations                                              -               -               -

Gain on Sale of Discontinued Operations                                        -              49               -
                                                                              --              --              --
                                                                               -              49               -
                                                                              --              --              --
Net Loss                                                                  $ (168)         $ (169)          $ (77)
                                                                          ======          ======           =====
Basic Loss per Share:
   Loss from continuing operations                                       $ (0.20)        $ (0.31)        $ (0.11)
   Income (loss) from discontinued operations                                  -            0.07               -
                                                                              --            ----              --
   Net loss                                                              $ (0.20)        $ (0.24)        $ (0.11)
                                                                         =======         =======         =======

Weighted Average Shares Outstanding (in thousands):
   Basic                                                                 821,918         713,028         699,332
                                                                         =======         =======         =======


          (c) 2006 by Level 3 Communications, Inc. All rights reserved.


                                       14



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

                                                                                                       
                                                                                   Three Months Ended
                                                                                March 31,    December 31,    March 31,
(dollars in millions)                                                             2006           2005          2005

Cash Flows from Operating Activities:
    Net loss                                                                         $ (168)        $ (168)        $ (77)
      Income from discontinued operations                                                 -            (49)            -
                                                                                         --            ---            --
      Loss from continuing operations                                                  (168)          (217)          (77)
    Adjustments to reconcile loss from continuing operations to net cash used in operating activities:
       Depreciation and amortization                                                    190            163           169
       Non-cash impairment expenses                                                       3              3             -
       Loss (gain) on sale of property, plant and equipment, and other assets            (1)             1            (1)
       Gain on extinguishment of debt, net                                              (27)             -             -
       Non-cash compensation expense attributable to stock awards                        15             22            11
       Deferred revenue                                                                 (47)            30          (174)
       Amortization of debt issuance costs                                                4              4             4
       Accreted interest on discount debt                                                 9              5            17
       Accrued interest on long-term debt                                                18            (28)           15
       Changes in working capital items net of amounts acquired:
          Receivables                                                                   140           (166)          101
          Other current assets                                                           25            (12)           21
          Payables                                                                     (169)           111          (118)
          Other current liabilities                                                     (50)            (1)          (24)
       Other                                                                             (5)            (6)           (3)
                                                                                         --             --            --
Net Cash Used in Operating Activities                                                   (63)           (91)          (59)

Cash Flows from Investing Activities:
    Capital expenditures, net                                                           (59)           (69)          (60)
    Proceeds from sale of property, plant and equipment                                   2              1             1
    Proceeds from sale and maturity of marketable securities                              -            405            50
    Decrease (increase) in restricted cash and securities, net                          (12)             4            (1)
    WilTel acquisition, net of cash received                                              -           (369)            -
    Progress Telecom acquisition                                                        (70)             -             -
                                                                                        ---             --            --
Net Cash Used in Investing Activities                                                  (139)           (28)          (10)

Cash Flows from Financing Activities:
    Long-term debt borrowings, net of issuance costs                                    379              -             -
    Purchases and payments on long-term debt, including current portion                 (51)             -           (25)
                                                                                        ---             --           ---
Net Cash Provided by (Used In) Financing Activities                                     328              -           (25)

Net Cash Provided by Discontinued Operations                                              -             80            (8)

Effect of Exchange Rates on Cash                                                          2              1            (5)
                                                                                          -              -            --

Net Change in Cash and Cash Equivalents                                                 128            (38)         (107)

Cash and Cash Equivalents at Beginning of Period                                        452            490           443
                                                                                        ---            ---           ---

Cash and Cash Equivalents at End of Period                                            $ 580          $ 452         $ 336
                                                                                      =====          =====         =====

Supplemental Disclosure of Cash Flow Information:
    Cash interest paid                                                                $ 119          $ 158          $ 78

Total Cash, Current Marketable Securities and Noncurrent Marketable Securities        $ 992          $ 862         $ 626


           (c) 2006 by Level 3 Communications, Inc. All rights reserved.

                                       15