LEVEL 3 COMMUNICATIONS INC
8-K, EX-99, 2000-11-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                                    Exhibit 99.1
[LOGO]

FOR IMMEDIATE RELEASE

Level 3 Contacts:
News Media:       Josh Howell                    Investors:       Robin Miller
                  720/888-2517                                    720/888-2500

                  Steve Ingish
                  720/888-2521


                       OPEN LETTER TO LEVEL 3 STOCKHOLDERS

BROOMFIELD,   COLORADO  -  November  7,  2000.  The  following  open  letter  to
stockholders   was   released   today  by  James  Q.  Crowe,   CEO  of  Level  3
Communications, Inc. (Nasdaq: LVLT).

"Dear Fellow Stockholders:

"We are  witnessing  a period of  fundamental  and  unprecedented  change in the
telecommunications   industry.  The  large,  traditional  industry  players  are
restructuring  into smaller  operating  companies in order to focus on different
segments of the market. From our perspective,  these actions are not surprising.
In fact, they were inevitable. Given the pace of market and technical change, it
is difficult  enough to be good at one thing. It is  extraordinarily  difficult,
perhaps  impossible,  to be good at many things - operating on the old telephone
business  model as a large,  vertically  integrated  company trying to serve all
segments of the market.

"History  has  shown,  that  in  periods  of  economic  discontinuity,  dominant
companies rarely if ever remain dominant.  Rather,  newer competitors emerge and
create significant value.

"We saw this same transition occur in computing.  In the 1980's, IBM was an icon
of global business success. It was vertically integrated, making everything from
hardware  to  software.  And then it was  challenged  by  focused,  horizontally
integrated  companies  like Microsoft and Intel.  These firms captured  dominant
market  shares in their market  segments and, in the process,  created  enormous
value for investors.

"As the communications  industry goes through a similar  evolution,  we will see
companies struggle to redefine and reposition themselves.  Until the winners and
losers in this process become apparent,  investors may see continued stock price
volatility  across  the  industry  and  even  across  the  board  reductions  in
valuations.
<PAGE>
"Therefore, we believe the right question to ask is, 'What companies will emerge
with the right business plan,  sufficient capital and the right team of people?'
Those who are well  positioned,  with  access to capital,  will have  tremendous
opportunities. Those who don't will struggle.

"We  continue  to believe  that we are  exceptionally  well  positioned,  and we
continue  to  believe  that  we  are  at the  threshold  of  one  of  the  great
opportunities in business.

"I would like to  comment  on our  progress  and  position,  and I would like to
respond  to  some  of  the  questions  we  have  received  from  you  as  fellow
stockholders.  Not  surprisingly,  most of your  questions  have centered on our
recent stock weakness.

"As a general matter, I avoid commenting on short-term  movements in the capital
markets and in Level 3's stock price.  However,  in view of the magnitude of the
price drops we have seen recently and your  understandable  level of concern,  I
feel I owe it to you to address these issues directly.

"I understand these concerns personally since my financial success,  that of all
Level 3's  executive  team and that of our  employee-owners  is tied directly to
Level 3 stock performance.  And I assure you that we are not happy about current
stock performance.

"Based on the  inquiries  we have  received,  there may be  confusion  about our
recent financial results, the implications of these results and some projections
we have made.  If so, I believe  that  clarifying  our  position  may be of some
value.

"Through the third quarter of this year, our capital expenditures have been $4.5
billion.  We expect to spend $6.3  billion on capital  goods  through the end of
2000. These figures both represent increases in the amounts we expected to spend
at the beginning of the year.

"We also indicated that, even with the increase in capital expenditure,  we were
not  projecting  an increase in total  investment  required to achieve  cashflow
breakeven.

"At the time we made these announcements,  we also estimated that communications
revenue  for this year  would  increase  to $825  million  versus  the  previous
projection  of $750  million.  This means that  communications  revenue  for the
fourth quarter is expected to be approximately  $320 million,  which is a growth
rate of 25% quarter over quarter. We are very comfortable with this estimate and
confident  we will meet the  expectation.  We  further  indicated  that we would
update our 2001 revenue  projection,  which stands at $1.7 billion - a more than
100%  increase  over the  current  2000  projections  -- after  our 2001  budget
reviews, which occur this quarter.
<PAGE>
"In apparent  response to these  statements,  a number of investors and analysts
have asked a series of related  questions,  which may be  summarized as follows:
'Given recent  revenue and earnings  disappointments  experienced by a number of
other  communications  companies,  should  investors be concerned  that you have
increased  your 2000 capital  expenditures,  and not increased your 2001 revenue
projections?'

"My answer is that we remain  confident in our ability to earn a superior return
on our invested capital. The reason we have not updated 2001 revenue projections
is not concern  over 2001  performance,  it is our  longstanding  commitment  to
provide  the  best,  most  thoughtful  guidance  that we can.  This will be best
accomplished  by doing so after we get the benefit of our  previously  mentioned
budget process.

"We  have  raised   almost  $14  billion   and   invested  in  people,   network
infrastructure  and  operational  capability  very  different  from those of our
competitors.   Important  parts  of  our  US,   European,   Asian  and  undersea
infrastructure will be completed in the very near term, on or ahead of schedule.

"We  continue  to  believe  that we have the right  operational,  financial  and
technical  plans to  capitalize  on one of the great  opportunities  in business
today. We believe that we have built the most advanced communications network in
the world and,  more  importantly,  one that  continues to advance as technology
advances.

"Overall, I am more confident than ever in our position. We remain on track, and
in many cases ahead of schedule. We will substantially  complete construction of
our network this quarter and have begun migrating customers onto our network. We
are in the enviable position of being  substantially  prefunded to free cashflow
breakeven in accordance with our business plan. We have capital in the bank at a
time when many of our competitors are capital  constrained,  because the capital
markets  are  constrained.  We will  work  hard  to  preserve  this  substantial
competitive advantage and we will be very carefully analyzing and monitoring our
capital deployment.

"In conclusion, many of the industry events that we had envisioned over the last
few years have, in fact, occurred. We believe that the assets we have created --
and the team we have built - position us  exceptionally  well going forward.  We
remain  firmly  committed  to  delivering  exceptional  value to you, our fellow
stockholders, and appreciate your trust and continuing support."

About Level 3 Communications
Level 3  (Nasdaq:LVLT)  is a  global  communications  and  information  services
company  offering a wide  selection  of IP-based  services  including  broadband
transport,   colocation  services,   submarine  transmission  services  and  the
industry's first Softswitch based services. Level 3 offers services primarily to
IP intensive  companies,  which deliver their services over the Level 3 Network.
Its Web address is www.Level3.com.
<PAGE>
Forward Looking Statement
The statements  made by Level 3 in this press release may be 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: substantial capital  requirements;  development
of effective internal  processes and systems;  the ability to attract and retain
high quality employees;  changes in the overall economy;  technology; the number
and size of competitors in its markets;  law and regulatory  policy; and the mix
of products and services offered in its target markets.  Additional  information
concerning these and other potential important factors can be found within Level
3's filings with the U.S. Securities and Exchange Commission. Statements in this
release should be evaluated in light of these important factors.


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