The Notes will mature in 2015 and pay 7% annual cash interest. The Notes are convertible by holders into shares of Level 3 common stock at an initial conversion price of $1.80 per share, subject to adjustment upon certain events, at any time before the close of business on Mar. 15, 2015. The Notes rank pari passu with all of the company's senior unsecured indebtedness. The terms of the Notes are substantially the same as the terms of the company's 7% convertible senior notes due 2015 issued in June 2009.

Level 3 currently expects to use the net proceeds from the offering for general corporate purposes, including repurchases of outstanding indebtedness.

Willkie Farr & Gallagher LLP acted as outside legal counsel to the company. Peregrine@Weeden acted as financial advisor to Level 3 and settlement agent on the transaction.

A shelf registration statement relating to the Notes being offered has been declared effective by the Securities and Exchange Commission. Offers and sales of the Notes were made by the related prospectus and prospectus supplement.

About Level 3 Communications

Level 3 Communications, Inc. (NASDAQ: LVLT) is a leading international provider of fiber-based communications services. Enterprise, content, wholesale and government customers rely on Level 3 to deliver services with an industry-leading combination of scalability and value over an end-to-end fiber network. Level 3 offers a portfolio of metro and long-haul services, including transport, data, Internet, content delivery and voice. For more information, visit www.Level3.com.

Forward-Looking Statement

Some of the statements made in this press release are forward looking in nature. These statements are based on management's current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside Level 3's control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent Level 3 from achieving its stated goals include, but are not limited to, the current uncertainty in the global financial markets and the global economy; disruptions in the financial markets that could affect Level 3's ability to obtain additional financing; as well as the company's ability to: successfully integrate acquisitions; increase the volume of traffic on the network; defend intellectual property and proprietary rights; develop effective business support systems; manage system and network failures or disruptions; develop new services that meet customer demands and generate acceptable margins; attract and retain qualified management and other personnel; and meet all of the terms and conditions of debt obligations. 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 press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

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