Company Increases Full Year Consolidated EBITDA Projections
Genuity Integration Remains on Plan
Company On Track to Turn Free Cash Flow Positive in Second Quarter of 2004

BROOMFIELD, Colo, July 24, 2003 – Level 3 Communications, Inc. (Nasdaq:LVLT) today announced its second quarter results. Consolidated revenue was $941 million for the second quarter compared to $1.23 billion for the previous quarter, which excludes $17 million and $20 million of revenue, respectively, from Software Spectrum’s contact services business which is included in discontinued operations. Consolidated revenue for the second and first quarter includes $7 million and $326 million of revenue respectively, associated with customer terminations and settlements that had no cash impact. Consolidated revenue for the current quarter includes a full quarter of revenue from the Genuity transaction, which closed on February 4, 2003. The net loss for the second quarter was $0.95 per share, or $462 million. Included in the net loss was a $190 million expense, or $0.39 loss per share, related to the premium that was paid for the full conversion of the company’s 9% Junior Convertible Subordinated Notes due 2012.

Consolidated Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) (see attached schedule of non-GAAP metrics) was $113 million for the second quarter, versus $95 million for the previous quarter. Consolidated EBITDA (see attached schedule of non-GAAP metrics) was $114 million in the second quarter versus $403 million for the previous quarter. Consolidated EBITDA for the previous quarter included $326 million in customer settlement and termination revenue that had no associated costs or cash impact.

Overview
“We exceeded our projections for the second quarter and continue to make steady progress. We saw modest improvements in our financial and operational metrics, including sales, for the communications business,” said James Crowe, CEO of Level 3. “However, sales cycles continue to be longer than we would like. Level 3 continues to be a strong financial partner for its customers given our high incremental margins and the financial strength of our balance sheet.”

The company reports financial information based on three operating segments: communications; information services; and other, which consists primarily of coal mining operations.

Consolidated Cash Flow and Liquidity
During the second quarter, unlevered cash flow was positive $65 million, versus negative $24 million for the first quarter (see attached schedule of non-GAAP metrics). For the six months ended June 30, 2003, unlevered cash flow was $41 million. Consolidated free cash flow was negative $31 million, versus the previous quarter of negative $128 million (see attached schedule of non-GAAP metrics).

As of June 30, 2003, the company’s cash and marketable securities balance was $1.3 billion, including $400 million in restricted cash held as security under the company’s senior secured credit facility. The 2.875% Convertible Senior Notes issued in July 2003 increased the company’s cash and marketable securities balance by approximately $362 million. Including $400 million in restricted cash held as security under the company’s senior secured credit facility, the company’s pro-forma cash and marketable securities balance was approximately $1.7 billion.

Communications Business
Revenue
Communications revenue for the second quarter was $434 million, versus $708 million for the previous quarter. The previous quarter included $326 million in customer settlement and termination revenue. Total communications revenue for the second quarter consisted of $396 million of communications services revenue and $38 million of reciprocal compensation revenue. Included in communications services revenue for the second quarter was $7 million of settlement and termination revenue. Communications services revenue, excluding settlement and termination revenue, increased by $48 million in the second quarter as compared to the previous quarter, primarily due to a full quarter of revenue from the Genuity transaction in the second quarter, versus the first quarter, which included approximately two months of Genuity revenue.

Cost of Revenue
Communications cost of revenue for the second quarter was $103 million, resulting in a 76 percent communications gross margin (see attached schedule of non-GAAP metrics), versus cost of revenue of $89 million for the previous quarter, which resulted in an 87 percent communications gross margin. Excluding termination and settlement revenue of $7 million in the second quarter and $326 million in the first quarter, communications gross margin declined by one percent from the first quarter to the second quarter.

Communications cost of revenue increased in the second quarter due to a full quarter of expenses associated with the Genuity transaction, partially offset by lower circuit expenses as a result of further optimization of the Genuity network.

Selling, General and Administrative Expenses (SG&A)
Communications SG&A expenses were $238 million for the second quarter, versus $231 million for the previous quarter. For the same periods, communications SG&A expenses include $24 million and $21 million of non-cash stock compensation expenses. The total number of employees in the communications business decreased to approximately 3,650 at the end of the second quarter from approximately 4,000 at the end of the previous quarter.

Communications SG&A expenses increased in the second quarter due to a full quarter of expenses associated with the Genuity transaction, partially offset by a reduction in costs associated with the Genuity integration, such as the elimination of duplicate facilities and reduction in headcount, and an $8 million reduction in property tax expense.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
Communications EBITDA (see attached schedule of non-GAAP metrics) was $112 million for the second quarter, including a restructuring charge of $5 million, versus $398 million for the previous quarter, which included $326 million of customer termination and settlement revenue and $11 million in restructuring charges. Communications EBITDA margin (see attached schedule of non-GAAP metrics) was 26 percent for the second quarter. For the six months ended June 30, 2003, communications EBITDA was $510 million.

Genuity Integration
“We have made good progress on the integration of the acquired Genuity operations into Level 3,” said Kevin O’Hara, president and COO of Level 3. “With five months of integration behind us, we are increasingly confident about our integration timeline. We continue to eliminate duplicative network capacity and facilities, combine our network operating centers, and migrate customer traffic onto the Level 3 network.”

Information Services Business
Results for the information services business include the Software Spectrum and (i)Structure subsidiaries. During the second quarter, the company sold Software Spectrum’s contact services business, and the results for this business are reflected as discontinued operations in the statement of operations. For the first six months of 2003, the contact services business generated approximately $37 million in revenue.

“Given the softness in sales we began to experience at the beginning of the year, we have taken steps to reduce overall expenses through ongoing cost cutting and restructuring activities,” said Charles Miller, vice chairman of Level 3. “We expect to be able to reduce our operating expense run rate by approximately 15 percent to 20 percent by the end of the year.”

Revenue and EBITDA
Information services revenue was $491 million for the second quarter, versus $506 million for the previous quarter. The decline in revenue for the second quarter was primarily the result of softness in sales and the continued adoption by Software Spectrum customers of Microsoft’s new software licensing program. Microsoft’s new software licensing program continues to result in a decline in revenue, but has no significant impact to profitability levels.

EBITDA (see attached schedule of non-GAAP metrics) from the information services business was $0.4 million for the second quarter, including $4 million in restructuring charges, compared to $3 million for the previous quarter. The restructuring charges recognized in the second quarter are a result of the ongoing integration and restructuring of Software Spectrum, as well as the closure of (i)Structure’s operations in Ireland.

Primarily as a result of the sale of the contact services business, the total number of employees in the information services business decreased to approximately 1,800 at the end of the second quarter from approximately 3,500 at the end of the previous quarter.

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

Revenue and EBITDA
Revenue and EBITDA from other businesses were $16 million and $2 million for the second quarter, unchanged from the previous quarter.

Corporate Transactions
Capital Structure Changes
During the second quarter, Level 3 reduced its outstanding debt by $580 million. The company converted $480 million of its 9% Junior Convertible Subordinated Notes due 2012 into approximately 168 million shares of Level 3 common stock and retired $100 million of 9.125% senior notes for approximately 13 million shares of Level 3 common stock. Level 3 had approximately 641.5 million outstanding shares of common stock as of June 30, 2003.

In July 2003, Level 3 completed an offering of approximately $374 million aggregate principal amount of its 2.875% Convertible Senior Notes due 2010 in an underwritten public offering. Net cash proceeds from the offering were $362 million.

“We’re pleased with the improvement in our balance sheet,” said Sunit Patel, CFO of Level 3. “We converted $580 million of high-coupon debt into equity and accessed the capital markets for the first time in over three years to issue low-coupon convertible debt.”

Business Transactions
In May 2003, Level 3 exited the managed web hosting business it acquired in the Genuity transaction through an agreement with Computer Sciences Corporation (CSC). As part of the transaction, CSC agreed to use Level 3’s network services to serve hosting customers.

In June 2003, Level 3 announced the sale of Software Spectrum’s contact services business to H.I.G Capital, a Miami-based private equity firm. This business had revenue of approximately $37 million for the six months ended June 30, 2003. Historical results for this business, including the second quarter, are reflected as discontinued operations in the statement of operations.

Subsequent to the end of the second quarter, the company acquired Telverse Communications Inc., a provider of IP-based voice and data services headquartered in Dulles, VA. Consideration for the acquisition was approximately $30 million in Level 3 common stock.

“Telverse is an important building block in our ongoing effort to build a more significant presence in the voice-over-IP market,” said Jack Waters, group vice president and president of softswitch services.

Subsequent to the end of the second quarter, Level 3 sold the former Genuity, Inc. headquarters building for approximately $20 million in cash.

Business Outlook
“We are realizing cost benefits as a result of our ongoing integration of the Genuity business,” said James Crowe. “We expect to see further improvements in cash flow, particularly as we look toward the fourth quarter 2003. We are focused on long-term value creation by improving consolidated free cash flow through recurring revenue growth and new product development, as well as opportunistic acquisition activity.”

Quarterly and Full Year Projections
Sunit Patel said, “For the full year 2003, we are tightening our range for communications revenue from $1.94 billion - $2.04 billion to $1.98 billion - $2.0 billion. We are comfortable with our previously issued full year projections for information services revenue and other revenue, communications gross margin, and unlevered cash flow, and we are increasing our projection for consolidated EBITDA by $20 million.”

“Our third quarter projections show a decrease in communications revenue. This decrease is primarily a result of lower reciprocal compensation revenue, which decreases from $38 million in the second quarter to $25 million in the third quarter. The decrease is being driven by the expiration of existing interconnection agreements, which have either been renegotiated or by the adoption of the Federal Communication Commission’s (FCC) mandated rates for dial-up traffic,” said Patel. “Our recurring communications revenue continues to show modest growth. Our projected Consolidated EBITDA for the third quarter decreases due to the reduction in reciprocal compensation, restructuring charges in the information services business and the benefit of a reduction in property tax expenses in the second quarter, which increased Consolidated EBITDA by approximately $8 million.”

The company expects cash and marketable securities, including $400 million in restricted cash held as security under the company’s senior secured credit facility, of approximately $1.6 billion at year-end.

The company continues to expect to turn Consolidated Free Cash Flow positive during the second quarter of 2004.

Summary
“I am encouraged by Level 3’s ability to execute in this environment,” said Crowe. “I believe that our ability to successfully integrate the Genuity transaction – coupled with our consistent financial and operating performance and our industry-leading provisioning times and quality of service – will enable Level 3 to continue to differentiate itself in the marketplace during 2003.”

Conference Call Today
Level 3 will hold a conference call to discuss the company’s second quarter results at 11 a.m. Eastern Time today. To join the call, please dial 612-326-1003. A live broadcast of the call can also be heard on Level 3’s web site at www.level3.com. An audio replay of the call will be accessible through the web site or by dialing 320-365-3844; access code 687821.

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 22,500 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, (i)Structure and Software Spectrum. For additional information, visit their respective web sites at www.softwarespectrum.com and www.i-structure.com.

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

Level 3 Contacts:
Media
Josh Howell
720/888-2517

Investors
Robin Grey
720/888-2518

Schedule to Reconcile non-GAAP Financial 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 EBITDA, consolidated Adjusted EBITDA, communications gross margin, communications EBITDA margin, unlevered cash flow and consolidated free cash flow. The following reconciliation of these non-GAAP financial metrics to GAAP includes 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/A-1 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.

EBITDA is defined by Level 3 as net income/(loss) from the consolidated condensed statements of operations, less income/(loss) from discontinued operations, less cumulative effect of change in accounting principle, less interest income, less interest expense, less other income/expense, less depreciation and amortization expense and less non-cash compensation expense included within selling, general and administration expense on the consolidated condensed statements of operations, and after reduction of operating expenses by the non-cash portion of restructuring and impairment charges. Communications EBITDA Margin is defined as communications EBITDA divided by communications revenue.

EBITDA is not a measurement under accounting principles generally accepted in the United States and may not be similar to EBITDA measures of other companies. Management believes that EBITDA and EBITDA margin are relevant metrics to provide to investors, as they are indicators of operating performance, especially in a capital-intensive industry such as telecommunications, since it excludes items that are not directly attributable to ongoing business operations. The company excludes non-cash compensation due to its adoption of the expense recognition provisions of SFAS No. 123.

Adjusted EBITDA is defined as consolidated EBITDA plus non-cash cost of revenue plus/minus the change in communications cash deferred revenue plus/minus the change in deferred revenue not collected. Management believes that Adjusted EBITDA is a relevant metric to provide to investors, as it is a metric that is used to calculate the company’s total leverage covenant contained in its senior secured credit facility.

Change in Communications Cash Deferred Revenue is the change in the total of the current and noncurrent deferred revenue balances on the consolidated condensed balance sheet between quarters from the communications business.

Change in Deferred Revenue Not Collected is the change in the current and noncurrent deferred revenue balances on the consolidated condensed balance sheet between quarters, which has not been collected and is included in the accounts receivable balance on the consolidated condensed balance sheet.

Unlevered Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures offset by release of capital expenditure accruals, and adding back cash interest paid, less interest income all as disclosed in the consolidated condensed 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, over time, provides management and investors with a sense of the growth pattern of the business.

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 condensed 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.



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