Global Crossing (GBLXQ) 425 Business combination disclosure

Exhibit 99.2

GLOBAL CROSSING LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share information)

	March 31, 2011			December 31, 2010
	(unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	265		$	372
Restricted cash and cash equivalents - current portion	4			4
Accounts receivable, net of allowances of $47 and $45	356			324
Prepaid costs and other current assets	103			91
Total current assets	728			791
Restricted cash and cash equivalents - long term	5			5
Property and equipment, net of accumulated depreciation of $1,613 and $1,514	1,189			1,179
Intangible assets, net (including goodwill of $211 and $208)	229			227
Other assets	110			108
Total assets	$	2,261		$	2,310
LIABILITIES:
Current liabilities:
Accounts payable	$	262		$	297
Accrued cost of access	91			78
Short term debt and current portion of long term debt	37			27
Obligations under capital leases - current portion	52			51
Deferred revenue - current portion	180			184
Other current liabilities	366			376
Total current liabilities	988			1,013
Long term debt	1,328			1,311
Obligations under capital leases	78			72
Deferred revenue	337			338
Other deferred liabilities	55			53
Total liabilities	2,786			2,787
SHAREHOLDERS’ DEFICIT:
Common stock, 110,000,000 shares authorized, $.01 par value, 61,064,896 and 60,497,709 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively	1			1
Preferred stock with controlling shareholder, 45,000,000 shares authorized, $.10 par value, 18,000,000 shares issued and outstanding	2			2
Additional paid-in capital	1,444			1,443
Accumulated other comprehensive income (loss)	(1		)	15
Accumulated deficit	(1,971		)	(1,938		)
Total shareholders’ deficit	(525		)	(477		)
Total liabilities and shareholders’ deficit	$	2,261		$	2,310

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLOBAL CROSSING LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share information)

(unaudited)

	Three Months Ended March 31,
	2011			2010
Revenue	$	661		$	648
Cost of revenue (excluding depreciation and amortization, shown separately below):
Cost of access	(298		)	(305		)
Real estate, network and operations	(108		)	(99		)
Third party maintenance	(24		)	(27		)
Cost of equipment and other sales	(26		)	(24		)
Total cost of revenue	(456		)	(455		)
Gross margin	205			193
Selling, general and administrative	(121		)	(116		)
Depreciation and amortization	(80		)	(88		)
Operating income (loss)	4			(11		)
Other income (expense):
Interest expense	(45		)	(49		)
Other income (expense), net	18			(52		)
Loss before provision for income taxes	(23		)	(112		)
Provision for income taxes	(10		)	(7		)
Net loss	(33		)	(119		)
Preferred stock dividends	(1		)	(1		)
Loss applicable to common shareholders	$	(34	)	$	(120	)
Loss per common share, basic and diluted:
Loss applicable to common shareholders	$	(0.56	)	$	(1.99	)
Weighted average number of common shares	60,755,348			60,267,487

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLOBAL CROSSING LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

	Three Months Ended March 31,
	2011			2010
Cash flows provided by (used in) operating activities:
Net loss	$	(33	)	$	(119	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on sale of property and equipment	—			(1		)
Deferred income tax	2			—
Non-cash stock compensation expense	4			5
Depreciation and amortization	80			88
Provision for doubtful accounts	1			2
Amortization of prior period IRUs	(7		)	(6		)
Change in long term deferred revenue	4			10
Other	(20		)	62
Change in operating working capital:
- Changes in accounts receivable	(28		)	(47		)
- Changes in accounts payable and accrued cost of access	(27		)	(6		)
- Changes in other current assets	(12		)	(7		)
- Changes in other current liabilities	(21		)	(12		)
Net cash used in operating activities	(57		)	(31		)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(36		)	(41		)
Change in restricted cash and cash equivalents	—			2
Net cash used in investing activities	(36		)	(39		)
Cash flows provided by (used in) financing activities:
Repayment of capital lease obligations	(16		)	(14		)
Repayment of debt	(1		)	(4		)
Proceeds from sales-leasebacks	4			—
Proceeds from exercise of stock options	1			—
Payment of employee taxes on share-based compensation	(3		)	(1		)
Finance costs incurred	(1		)	(1		)
Net cash used in financing activities	(16		)	(20		)
Effect of exchange rate changes on cash and cash equivalents	2			(28		)
Net decrease in cash and cash equivalents	(107		)	(118		)
Cash and cash equivalents, beginning of period	372			477
Cash and cash equivalents, end of period	$	265		$	359
Non-cash investing and financing activites:
Capital lease and debt obligations incurred	$	30		$	16

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLOBAL CROSSING LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except countries, cities, carriers, data centers, share and per share information)

(unaudited)

1. BACKGROUND AND ORGANIZATION

Global Crossing Limited or “GCL” is a holding company with all of its revenue generated by its subsidiaries and substantially all of its assets owned by its subsidiaries. GCL and its subsidiaries (collectively, the “Company”) are a global communications service provider. The Company offers a full range of data, voice and collaboration services and delivers service to approximately 40 percent of the companies in the Fortune 500, as well as 700 carriers, mobile operators and Internet service providers around the world. The Company delivers converged IP services to more than 700 cities in more than 70 countries, and has 17 data centers located in major business centers. The Company’s operations are based principally in North America, Europe, Latin America and a portion of the Asia/Pacific region. The vast majority of the Company’s revenue is generated from monthly services. The Company reports financial results based on three separate operating segments: (i) Global Crossing (U.K.) Telecommunications Ltd (“GCUK”) and its subsidiaries (collectively, the “GCUK Segment”); (ii) GC Impsat Holdings I Plc (“GC Impsat”) and its subsidiaries (collectively, the “GC Impsat Segment”); and (iii) GCL and its other subsidiaries (collectively, the “Rest of World Segment” or “ROW Segment”) (see Note 11, “Segment Reporting”).

See Note 14, “Subsequent Event”, for information related to the Agreement and Plan of Amalgamation with Level 3.

2. BASIS OF PRESENTATION

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s 2010 annual report on Form 10-K as amended by the Company’s Form 10-K/A filed on February 28, 2011. These unaudited condensed consolidated financial statements include the accounts of the Company over which it exercises control. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim results for the Company. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the unaudited condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenue and expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its assumptions and estimates on an ongoing basis and may employ third party experts to assist in the Company’s evaluations.

Venezuelan Currency Risk

In Venezuela, the official bolivares—U.S. Dollar exchange rate established by the Venezuelan Central Bank (“BCV”) and the Venezuelan Ministry of Finance has historically attributed to the bolivar a value significantly greater than the value that prevailed on the former unregulated parallel market. The official rate is the rate used by the Comisión de Administración de Divisas (“CADIVI”), an agency of the Venezuelan government, to exchange bolivares pursuant to an official process that requires application and government approval. The Company uses the official rate to record the assets, liabilities and transactions of its Venezuelan subsidiary. Effective January 12, 2010, the Venezuelan government devalued the Venezuelan bolivar. The official rate increased from 2.15 Venezuelan bolivares to the U.S. Dollar to 4.30 for goods and services deemed “non-essential” and 2.60 for goods and services deemed “essential”. This devaluation reduced the Company’s net monetary assets (including unrestricted cash and cash equivalents) by approximately $27 based on the bolivares balances as of such date, resulting in a corresponding foreign exchange loss, included in other expense, net in the unaudited condensed Company’s consolidated statement of operations for the three months ended March 31, 2010. Effective January 1, 2011, the Venezuela government further increased the official rate for goods and services deemed “essential” to 4.30 Venezuelan bolivares to the U.S. Dollar. This change had no effect on the carrying value of the Company’s net monetary assets.

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In an attempt to control inflation, on May 18, 2010, the Venezuelan government announced that the unregulated parallel currency exchange market would be shut down and that the BCV would be given control over the previously unregulated portions of the exchange market. In June 2010, a new regulated currency trading system controlled by the BCV, the Transaction System for Foreign Currency Denominated Securities (“SITME”) commenced operations and established an initial weighted average implicit exchange rate of approximately 5.30 bolivares to the U.S. Dollar. Subject to the limitations and restrictions imposed by the BCV, entities domiciled in Venezuela may access the SITME by buying U.S. Dollar denominated securities through banks authorized by the BCV. The purpose of the new regulated system is to supplement the CADIVI application and approval process with an additional process that allows for quicker and smaller exchanges.

As indicated above, the conversion of bolivares into foreign currencies is limited by the current exchange control regime. Accordingly, the acquisition of foreign currency by Venezuelan companies to honor foreign debt, pay dividends or otherwise expatriate capital is subject to either the limitations and restrictions of the SITME or the CADIVI registration, application and approval process, and is also subject to the availability of foreign currency within the guidelines set forth by the National Executive Power for the allocation of foreign currency. Approvals under the CADIVI process have been less forthcoming at times, resulting in a significant buildup of excess cash in the Company’s Venezuelan subsidiary and a significant increase in the Company’s exchange rate and exchange control risks.

At March 31, 2011, the Company had $8 of obligations registered and subject to approval by CADIVI for the conversion of bolivares into foreign currencies. The Company cannot predict the timing and extent of any CADIVI approvals to honor foreign debt, distribute dividends or otherwise expatriate capital using the official Venezuelan exchange rate. Some approvals have been issued within a few months while others have taken more than one year. During the three months ended March 31 2011 and 2010, the Company received $2 and nil, respectively, of approvals from CADIVI to convert bolivares to U.S. Dollars at both the essential and non-essential official rates. To date, the Company has not executed any exchanges through SITME. If the Company was to successfully avail itself of the SITME process to convert a portion of its Venezuelan subsidiary’s cash balances into U.S. Dollars, the Company would incur currency exchange losses in the period of conversion based on the difference between the official exchange rate and the SITME rate. Additionally, if the Company was to determine in the future that the SITME rate was the more appropriate rate to use to measure bolivar-based assets, liabilities and transactions, reported results would be further adversely affected.

As of March 31, 2011, the Company’s Venezuelan subsidiary had $44 of cash and cash equivalents, of which $4 was held in U.S. Dollars and $40 (valued at the fixed official CADIVI rate of 4.30 Venezuelan bolivares to the U.S. Dollar at March 31, 2011 (the “CADIVI rate”)) was held in Venezuelan bolivares. For the three months ended March 31, 2011, the Company’s Venezuelan subsidiary contributed approximately $14 of the Company’s consolidated revenue and $8 of the Company’s consolidated OIBDA (see Note 11, “Segment Reporting”), in each case based on the CADIVI rate. These amounts do not include any allocated corporate overhead costs or transfer pricing adjustments. As of March 31, 2011, the Company’s Venezuelan subsidiary had $42 of net monetary assets of which $5 were denominated in U.S. Dollars and $37 were denominated in Venezuelan bolivares at the CADIVI rate. As of March 31, 2011, the Company’s Venezuelan subsidiary had $76 of net assets. In light of the Venezuelan exchange control regime, none of these net assets (other than the $4 of cash denominated in U.S. Dollars and held outside of Venezuela) may be transferred to GCL in the form of loans, advances or cash dividends without the consent of a third party (i.e., CADIVI or SITME).

3. FINANCING ACTIVITIES

Financing Activities

During the three months ended March 31, 2011, the Company entered into various debt agreements to finance various equipment purchases and software licenses. The total debt obligation resulting from these agreements was $17. These agreements have terms that range from 6 to 24 months with a weighted average effective interest rate of 9.9%. In addition, the Company entered into various capital leasing arrangements that aggregated $20, including $4 of proceeds from sales-leasebacks. These agreements have terms that range from 12 to 48 months with a weighted average effective interest rate of 8.9%.

GCUK Notes Tender Offer

As required by the indenture governing the senior secured notes due 2014 (the “GCUK Notes”), within 120 days after the end of each twelve month period ending December 31, GCUK must offer (the “Excess Cash Offer”) to purchase a portion of the GCUK Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date, using 50% of “Designated GCUK Cash Flow” from that period. “Designated GCUK Cash Flow” means GCUK’s consolidated net income plus non-cash charges minus capital expenditures, calculated in accordance with the terms of the indenture governing the GCUK Notes. With respect to the 2010 Excess Cash Offer, the Company made an offer in April 2011 of approximately $17, exclusive of

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accrued but unpaid interest. Such offer to purchase will expire on May 26, 2011 and the associated purchases are required to be completed within 150 days after December 31, 2010.

4. ACQUISITIONS

Genesis Networks Acquisition

On October 29, 2010, the Company acquired 100% of the capital stock of Genesis Networks, a privately held company providing high performance, rich media and video-based applications, serving many of the world’s major broadcasters, producers and aggregators of specialized programming. The Company paid a purchase price for Genesis Networks of approximately $8 and repaid a portion of the debt and other liabilities assumed as part of the acquisition for total consideration including direct costs of $27.

The acquired network connects 70 cities on five continents and links important international media centers through 225 on-net points. The acquisition of Genesis Networks enables us to provide value-added solutions to address specialized video transmission requirements across multiple industries. The results of Genesis Networks’ operations are included in the Company’s consolidated financial statements commencing on October 29, 2010.

Genesis Networks contributed approximately $7 of the Company’s consolidated revenue and $(2) of our consolidated net loss for the three months ended March 31, 2011.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Genesis Networks had occurred at January 1, 2010:

	Three Months Ended March 31, 2010
Revenue	$	655
Net loss applicable to common shareholders (1)	$	(127	)
Net loss applicable to common shareholders per common share - basic and diluted	$	(2.11	)

(1)Net loss applicable to common shareholders was adjusted to include $4 of acquisition-related costs in the three months ended March 31, 2010.

Included in the pro forma consolidated results of operations for the three months ended March 31, 2010 are the following significant items: (i) a $6 property tax refund recorded in the U.K. which is included in real estate, network and operations in the accompanying condensed consolidated statements of operations; and (ii) a $27 foreign exchange loss as a result of the devaluation of the Venezuelan bolivar which is included in other income (expense), net in the accompanying condensed consolidated statements of operations (see Note 2, “Basis of Presentation”).

The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations that would have been reported had the Genesis Networks acquisition been completed as of the beginning of the period presented, nor should it be taken as indicative of the Company’s future consolidated results of operations.

5. RESTRUCTURING ACTIVITIES

At March 31, 2011 and December 31, 2010, restructuring liabilities are included in other current liabilities and other deferred liabilities in the Company’s condensed consolidated balance sheets. Below is a description of the Company’s significant restructuring plans:

2007 Restructuring Plans

During 2007, the Company adopted a restructuring plan as a result of the Impsat Fiber Networks, Inc. (“Impsat”) acquisition under which redundant Impsat employees were terminated. As a result, the Company incurred cash restructuring costs of approximately $8 for severance and related benefits. The liabilities associated with this restructuring plan have been accounted for as part of the purchase price of Impsat. As of March 31, 2011 and December 31, 2010, the remaining liability of the 2007 restructuring plan including accrued interest was $5 and $3, respectively, all related to the GC Impsat Segment. In July 2009, the Company settled a claim initiated in October 2007 by a former director and officer of Impsat to be paid out in installments through February 2011. In

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February 2010, the Company settled another claim initiated in November 2007 by a former officer of Impsat which was fully paid in April 2010.

2003 and Prior Restructuring Plans

Prior to the Company’s emergence from bankruptcy on December 9, 2003, the Company adopted certain restructuring plans as a result of the slowdown of the economy and telecommunications industry, as well as its efforts to restructure while under Chapter 11 bankruptcy protection. As a result of these activities, the Company eliminated employees and vacated facilities. All amounts incurred for employee separations were paid as of December 31, 2004 and it is anticipated that the remainder of the restructuring liability, all of which relates to facility closings, will be paid through 2025.

The undiscounted facilities closing reserve, which represents estimated future cash flows, is composed of continuing building lease obligations and broker commissions for the restructured sites (aggregating $74 as of March 31, 2011), offset by anticipated receipts from existing and future third-party subleases. As of March 31, 2011, anticipated third-party sublease receipts were $66, representing $49 from subleases already entered into and $17 from subleases projected to be entered into in the future.

The table below reflects the activity associated with the restructuring reserve relating to the restructuring plans initiated during and prior to 2003 for the three months ended March 31, 2011:

	Facility Closings
	(unaudited)
Balance at December 31, 2010	$	10
Deductions	(1		)
Balance at March 31, 2011	$	9

6. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	March 31, 2011		December 31, 2010
	(unaudited)
Accrued taxes, including value added taxes in foreign jurisdictions	$	100	$	105
Accrued payroll, bonus, commissions, and related benefits	69		58
Customer deposits	32		34
Accrued preferred dividends (1)	26		26
Accrued interest	25		31
Accrued real estate and related costs	14		14
Accrued third party maintenance costs	11		9
Accrued restructuring costs - current portion	9		8
Accrued professional fees	9		8
Income taxes payable	7		5
Accrued capital expenditures	4		5
Other	60		73
Total other current liabilities	$	366	$	376

(1)   For further information see Note 10, “Related Party Transactions.”

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7. COMPREHENSIVE LOSS

The components of comprehensive loss for the periods indicated are as follows:

	Three Months Ended March 31,
	2011			2010
	(unaudited)
Net loss	$	(33	)	$	(119	)
Foreign currency translation adjustment	(16		)	27
Comprehensive loss	$	(49	)	$	(92	)

8. LOSS PER COMMON SHARE

Basic loss per common share is computed as loss applicable to common shareholders divided by the weighted-average number of common shares outstanding for the period. Loss applicable to common shareholders includes preferred stock dividends of $1 for the three months ended March 31, 2011 and 2010.

Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. However, since the Company had net losses for the three months ended March 31, 2011 and 2010, diluted loss per common share is the same as basic loss per common share.

Diluted loss per share for the three months ended March 31, 2011 and 2010 does not include the effect of the following potential shares, as they are anti-dilutive:

Potential common shares excluded from the calculation of diluted loss per share	Three Months Ended March 31,
	2011	2010
	(in millions)
Convertible preferred stock	18	18
Employee stock awards	2	3
Diluted weighted average number of common shares	20	21

On May 30, 2006, the Company completed a public offering of $144 aggregate principal amount of 5% convertible senior notes due 2011 (the “5% Convertible Notes”) for total gross proceeds of $144. The 5% Convertible Notes which were convertible into approximately 6.3 million shares at a conversion price of $22.98 per share were not included in the above table for the three months ended March 31, 2010 as the conversion price was greater than the average market price per share. The 5% Convertible Notes were retired in the fourth quarter of 2010.

9. CONTINGENCIES

Contingencies

Amounts accrued for contingent liabilities are included in other current liabilities and other deferred liabilities at March 31, 2011 and December 31, 2010. In accordance with the accounting for contingencies as governed by ASC Topic 450, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Further, with respect to loss contingencies, where it is probable that a liability has been incurred and there is a range in the expected loss and no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Although the Company believes it has accrued for the following matters in accordance with ASC Topic 450, litigation is inherently unpredictable and it is possible that cash flows or results of operations could be materially and adversely affected in any particular period by the unfavorable developments in, or resolution or disposition of, one or more of these contingencies. The following is a description of the material legal proceedings and claims involving the Company commenced or pending during the three months ended March 31, 2011. Estimates of reasonably possible losses may change from time to time and actual losses may be materially different from estimated amounts.

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CenturyLink, Inc. (Qwest) Rights-of-Way Litigation

A large portion of the Company’s North American network comprises indefeasible rights of use purchased from CenturyLink, Inc. on a fiber-optic communication system constructed by CenturyLink within rights-of-way granted to certain railroads by various landowners. In May 2001, a purported class action was commenced on behalf of such landowners in the U.S. District Court for the Southern District of Illinois against CenturyLink and three of the Company’s subsidiaries, among other defendants. The complaint alleges that the railroads had only limited rights-of-way granted to them that did not include permission to install fiber-optic cable for use by CenturyLink or any other entities. The action seeks actual damages in an unstated amount and alleges that the wrongs done by the Company involve fraud, malice, intentional wrongdoing, willful or wanton conduct and/or reckless disregard for the rights of the plaintiff landowners. As a result, plaintiffs also request an award of punitive damages. The Company made a demand of CenturyLink to defend and indemnify the Company in the lawsuit. In response, CenturyLink has appointed defense counsel to protect the Company’s interests.

The plaintiffs’ claims against the Company relating to periods of time prior to the Company’s January 28, 2002 bankruptcy filing were discharged in accordance with the Company’s Plan of Reorganization. By agreement between the parties, the Plan of Reorganization preserved plaintiffs’ rights to pursue any post-confirmation claims of trespass or ejectment. If the plaintiffs were to prevail, the Company could lose its ability to operate large portions of its North American network. However, the Company believes that it would be entitled to indemnification from CenturyLink for any losses under the terms of the IRU agreement under which the Company originally purchased this capacity, and CenturyLink has reaffirmed this indemnification obligation.

Multiple attempts have been made to settle the above class action lawsuit and many similar class action lawsuits that have been pending against CenturyLink in other courts regarding the rights of way issue. In 2002, a proposed settlement was submitted to the U.S. District Court for the Northern District of Illinois and was preliminarily approved by the District Court, but rejected by the Court of Appeals for the Seventh Circuit in 2004. During 2008, the parties to the various class actions reached preliminary agreement to settle all of the pending cases and the parties submitted to the U.S. District Court for Massachusetts a motion for class certification and for approval of the proposed settlement. The District Court granted preliminary approval of the settlement and a number of objections to the settlement were filed. In a memorandum and order dated September 10, 2009, the District Court concluded that it did not have subject matter jurisdiction over the claims, denied final approval of the settlement and dismissed the case in its entirety. A number of the plaintiff groups then requested the Court to modify its decision. In a revised memorandum and order dated December 9, 2009, the Court reiterated its holding that the Court lacked subject matter jurisdiction over the claims and dismissed the case. Although the Company is not currently a defendant in any pending class action lawsuits involving the CenturyLink network, if the plaintiffs in such lawsuits were to prevail, CenturyLink could be forced to breach its contractual obligations to provide the Company with the aforementioned indefeasible rights of use.

Peruvian Tax Audit

Beginning in 2005, one of the Company’s Peruvian subsidiaries received a number of assessments for tax, penalty and interest based upon a tax examination conducted during 2004 by the Peruvian tax authorities (SUNAT) for calendar years 2001 and 2002. The SUNAT examiner took the position that the Company incorrectly documented its importations and incorrectly deducted its foreign exchange losses against its foreign exchange gains on loan balances. The total amount of the asserted claims, including potential interest and penalties, was $27, consisting of $3 for income tax withholding in connection with the import of services for calendar years 2001 and 2002, $7 in connection with value-added taxes (VAT) in connection with the import of services for calendar years 2001 and 2002, $16 in connection with the disallowance of VAT credits for periods beginning in 2005 and $1 for income tax in connection with foreign exchange deductions claimed during calendar year 2002. Due to accrued interest and foreign exchange effects, the total assessments have effectively increased to $70.

The Company challenged the tax assessments during 2005 by filing administrative claims before SUNAT. During August 2006 and June 2007 SUNAT rejected the Company’s administrative claims, thereby confirming the assessments. Appeals were filed in September 2006 and July 2007 in the Tax Court, which is the highest administrative authority. The Tax Court is currently reviewing the September 2006 appeal. At this time the Company cannot estimate the loss or range of loss that could reasonably be expected to result from this matter.

Employee Severance and Contractor Termination Disputes

A number of former employees and third-party contractors have asserted a variety of claims in litigation against subsidiaries within the GC Impsat Segment for separation pay, severance, commissions, pension benefits, unpaid vacation pay, breach of employment contracts, unpaid performance bonuses, property damages, moral damages and related statutory penalties, fines, costs and expenses (including accrued interest, attorneys fees and statutorily mandated inflation adjustments) as a result of their separation from the Company or termination of service relationships. The asserted claims aggregate approximately $57.

The Company has asserted defenses to these claims in the court proceedings denying liability and estimates that the range of loss that could reasonably be expected to result from these claims is between $12 and $18.

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Brazilian Tax Claims

In November 2002 and in October 2004, the Brazilian tax authorities of the States of Parana and São Paulo, respectively, issued two tax infraction notices against Impsat’s Brazilian subsidiary for the collection of the Import Duty and the Tax on Manufactured Products, plus fines and interest that amount to approximately $11. The notices informed Impsat Brazil that the taxes were levied because a specific document (Declaração de Necessidade—“Statement of Necessity”) was not provided by Impsat Brazil at the time of importation, in breach of MERCOSUR rules. Objections were filed on behalf of Impsat Brazil arguing that the Argentine exporter (Corning Cable Systems Argentina S.A.) complied with the MERCOSUR rules. In the case of the São Paulo infraction notice, a favorable first instance decision was granted. However, due to the amount involved, the case was remitted to official compulsory review by the Federal Taxpayers Council. In the case of the Parana infraction notice, an unfavorable administrative decision was issued, and the Company will appeal such decision in court.

In December 2004, March 2009 and April 2009, the São Paulo tax authorities issued tax assessments against Impsat Brazil for the collection of Tax on Distribution of Goods and Services (“ICMS”) supposedly due on the lease of movable properties (in the case of the December 2004 and March 2009 assessments) and the sale of internet access services (in the case of the April 2009 assessment) by treating such activities as the provision of communications services, for which ICMS tax actually applies. Including penalties and interest, these assessments amount to approximately $39. Impsat Brazil filed objections to these assessments, arguing that the lease of assets and the provision of internet access are not communication services subject to ICMS. The objection to the December 2004 assessment was rejected in the State Administrative Court, and the Company will appeal such decision. The objections to the March and April 2009 assessments are still pending final administrative decisions.

The Company believes there are reasonable grounds to have all of the Brazilian tax assessments cancelled and estimates that the range of loss that could reasonably be expected to result from these assessments is between nil and $10.

Paraguayan Government Contract Claim

In 2005 and 2003, respectively, the National Telecommunications Commission of Paraguay (“CONATEL”) commenced separate administrative investigations against a joint venture (“JV 1”) between GC Impsat’s Argentine subsidiary and Electro Import S.A. and another joint venture (“JV 2”) between GC Impsat’s Argentine subsidiary and Loma Plata S.A. Both administrative investigations involve alleged breaches by the joint ventures of their obligations under government contracts relating to the installation and operation of public telephones and/or phone booths in Paraguay and under the regulatory licenses under which they operate. JV 1 and JV 2 have asserted various defenses in pending administrative proceedings relating to these matters. The Company estimates that $10 is the maximum loss that the Company could reasonably be expected to incur as a result of these matters.

Customer Bankruptcy Claim

During 2007 one of the Company’s U.S. subsidiaries commenced default and disconnect procedures against a customer for breach of a sales contract for termination of international and domestic wireless and wireline phone service based on the nature of the customer’s traffic, which rendered the contract highly unprofitable to the Company. After the process was begun, the customer filed for bankruptcy protection, thereby barring the Company from taking further disconnection actions against it. The Company commenced an adversary proceeding in the bankruptcy court, asserting a claim for damages for the customer’s alleged breaches of the contract and for a declaration that, as a result of these breaches, the customer was prohibited from assuming the contract in its reorganization proceedings.

The customer filed several counterclaims against the Company alleging various breaches of contract for attempting improperly to terminate service, for improperly blocking international traffic, for violations of the Communications Act of 1934 and for related tort-based claims. The Company notified the customer that the Company would be raising its rates for certain of the services and filed a motion with the bankruptcy court seeking additional adequate assurance for the rate change, or an order allowing the Company to terminate the customer’s service. The customer amended its counter claims to assert claims for breach of contract based upon the rate increase. On July 3, 2008, the Court issued an opinion holding that the agreement did not permit the Company to increase the rates in the manner it did and that the Company: (a) breached the sales contract in so doing; and (b) was therefore not entitled to additional adequate assurance or an order terminating service. The Court did, however, permit the Company to amend its complaint to plead a rescission claim (which was filed on July 14, 2008) and to assert other defenses.

The Court dismissed the customer’s bankruptcy case by order dated November 25, 2009, retained the adversary proceeding (including the customer’s counterclaim), which is still pending. On December 26, 2009, the Company terminated service to the customer. The Company amended its complaint to include allegations relating to the manipulation of traffic data, so called “ANI stripping,” and the customer filed an amended answer, affirmative defenses and counterclaims. The Court established January 15, 2011 as the cut-off date for all discovery, except for a few depositions that are being completed.

On January 14, 2011, the Company filed a motion for summary judgment asserting that the customer is not entitled to recover any damages (other than those based on rescission-type theories) because it is precluded by the limitation of liability provisions in the

10

contract and applicable law. Briefing on this motion is continuing and a hearing is scheduled for May 5, 2011. Additional procedural motions regarding discovery and evidentiary issues will also be heard by the Court at that time. Trial is anticipated to be held in mid-2011. The lower end of the customer’s most recent damage estimate is approximately $150, and it has alleged damages substantially in excess of that amount. While the final outcome of this matter is uncertain, the Company believes it has good defenses to limit substantially the amount of damages recoverable by the customer, including defenses based upon the limitation of liability provisions in the contract.

Brazilian Municipal Telecommunications Services Fees

In April and May 2010, the Company’s Brazilian subsidiaries received collection notifications from the municipality of Rio de Janeiro regarding fees in the amount of approximately $80 for the use of public space (including both air space and underground space) relating to ducts containing telecommunications cables. The Company is challenging the fees on multiple grounds, including the lack of objective criteria for the calculation of the fees, the existence of prior court injunctions barring collection of the fees and the unconstitutionality of the assessment. On August 26, 2010, a justice of the Brazilian Supreme Court ruled unconstitutional a decree of the municipality that purported to tax the use of public air space and subsoil for the installation and passage of equipment utilized to provide telecommunication services. An interlocutory appeal was filed requesting a review by the full Brazilian Supreme Court. The appeal was denied in February 2011. Separately, the Company requested the municipality to suspend collection of the fees until final resolution of the asserted objections. This request was granted as to one of the Company’s Brazilian subsidiaries that had been assessed a fee of $70, and the Company expects the request to be granted as to the other Brazilian subsidiary that had been assessed the remaining $10 fee. Based on subsequent developments and analyses conducted after receipt of the collection notices, the Company does not at this time believe that this matter can reasonably be expected to result in a material loss.

10. RELATED PARTY TRANSACTIONS

Commercial and other relationships between the Company and ST Telemedia

During the three months ended March 31, 2011 and 2010, the Company received approximately $1 and $2, respectively, of collocation services from subsidiaries and affiliates of Singapore Technologies Telemedia Pte. Ltd. (“ST Telemedia”). Additionally, during the three months ended March 31, 2011 and 2010, the Company accrued dividends of $1 related to preferred stock held by affiliates of ST Telemedia.

As of March 31, 2011 and December 31, 2010, the Company had approximately $27 due to ST Telemedia and its subsidiaries and affiliates and in each case nil and nil due from ST Telemedia and its subsidiaries and affiliates. The amounts due to ST Telemedia and its subsidiaries and affiliates primarily relate to dividends accrued on the Company’s 2% cumulative senior convertible preferred stock, and are included in “other current liabilities” in the accompanying condensed consolidated balance sheets.

11. SEGMENT REPORTING

Operating segments are defined in ASC Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by the Company’s chief operating decision makers (“CODMs”) in deciding how to assess performance and allocate resources. The Company’s CODMs assess performance and allocate resources based on three separate operating segments which management operates and manages as strategic business units: (i) the GCUK Segment; (ii) the GC Impsat Segment; and (iii) the ROW Segment.

The GCUK Segment is a provider of managed network communications services providing a wide range of telecommunications services, including data, IP and voice services to government and other public sector organizations, major corporations and other communications companies in the United Kingdom (“U.K.”). The GC Impsat Segment is a provider of telecommunication services including IP, voice, data center and information technology services to corporate and government clients in Latin America. The ROW Segment represents all the operations of Global Crossing Limited and its subsidiaries excluding the GCUK and GC Impsat Segments and comprises operations primarily in North America, with smaller operations in Europe, Latin America, and a portion of the Asia/Pacific region. This segment also includes our subsea fiber network, serving many of the world’s largest corporations and many other telecommunications carriers with a full range of managed telecommunication services including data, IP and voice products. The services provided by all the Company’s segments support a migration path to a fully converged IP environment.

The CODMs measure and evaluate the Company’s reportable segments based on operating income (loss) before depreciation and amortization (“OIBDA”). OIBDA, as defined by the Company, is operating income (loss) before depreciation and amortization. OIBDA differs from operating income (loss), as calculated in accordance with U.S. GAAP and reflected in the Company’s condensed consolidated financial statements, in that it excludes depreciation and amortization. Such excluded expenses primarily reflect the non-cash impacts of historical capital investments, as opposed to the cash impacts of capital expenditures made in recent periods. In addition, OIBDA does not give effect to cash used for debt service requirements and thus does not reflect available funds for reinvestment, distributions or other discretionary uses.

11

OIBDA is an important part of the Company’s internal reporting and planning processes and a key measure to evaluate profitability and operating performance, make comparisons between periods, and to make resource allocation decisions.

There are material limitations to using non-U.S. GAAP financial measures. The Company’s calculation of OIBDA may differ from similarly titled measures used by other companies, and may not be comparable to those other measures. Additionally, OIBDA does not include certain significant items such as depreciation and amortization, interest income, interest expense, income taxes, other non-operating income or expense items, and preferred stock dividends. OIBDA should be considered in addition to, and not as a substitute for, other measures of financial performance reported in accordance with U.S. GAAP.

The Company believes that OIBDA is a relevant indicator of operating performance, especially in a capital-intensive industry such as telecommunications. OIBDA provides the Company with an indication of the underlying performance of its everyday business operations. It excludes the effect of items associated with the Company’s capitalization and tax structures, such as interest income, interest expense and income taxes, and of other items not associated with the Company’s everyday operations.

The following tables provide operating financial information for the Company’s three reportable segments and a reconciliation of segment results to consolidated results.

	Three Months Ended March 31,
	2011			2010
	(unaudited)
Revenues from external customers
GCUK	$	114		$	120
GC Impsat	150			130
ROW	397			398
Total consolidated	$	661		$	648
Intersegment revenues
GC Impsat	$	2		$	2
ROW	6			4
Total	$	8		$	6
Total segment operating revenues
GCUK	$	114		$	120
GC Impsat	152			132
ROW	403			402
Less: intersegment revenues	(8		)	(6		)
Total consolidated segments	$	661		$	648

	Three Months Ended March 31,
	2011		2010
	(unaudited)
OIBDA
GCUK	$	18	$	30
GC Impsat	49		40
ROW	17		7
Total consolidated segments	$	84	$	77

12

A reconciliation of OIBDA to income (loss) applicable to common shareholders follows:

	Three Months Ended March 31, 2011
	GCUK			GC Impsat			ROW			Eliminations			Total Consolidated
							(unaudited)
OIBDA	$	18		$	49		$	17		$	—		$	84
Depreciation and amortization	(16		)	(20		)	(44		)	—			(80		)
Operating income (loss)	2			29			(27		)	—			4
Interest income	2			1			3			(6		)	—
Interest expense	(15		)	(3		)	(33		)	6			(45		)
Other income, net	7			1			10			—			18
Provision for income taxes	—			(9		)	(1		)	—			(10		)
Preferred stock dividends	—			—			(1		)	—			(1		)
Income (loss) applicable to common shareholders	$	(4	)	$	19		$	(49	)	$	—		$	(34	)

	Three Months Ended March 31, 2010
	GCUK			GC Impsat			ROW			Eliminations			Total Consolidated
							(unaudited)
OIBDA	$	30		$	40		$	7		$	—		$	77
Depreciation and amortization	(17		)	(24		)	(47		)	—			(88		)
Operating income (loss)	13			16			(40		)	—			(11		)
Interest income	2			1			4			(7		)	—
Interest expense	(14		)	(7		)	(35		)	7			(49		)
Other expense, net	(13		)	(28		)	(11		)	—			(52		)
Provision for income taxes	—			(6		)	(1		)	—			(7		)
Preferred stock dividends	—			—			(1		)	—			(1		)
Loss applicable to common shareholders	$	(12	)	$	(24	)	$	(84	)	$	—		$	(120	)

	March 31, 2011			December 31, 2010
	(unaudited)
Total Assets
GCUK	$	534		$	564
GC Impsat	807			845
ROW	1,376			1,430
Total segments	2,717			2,839
Less: Intercompany loans and accounts receivable	(456		)	(529		)
Total consolidated assets	$	2,261		$	2,310

	March 31, 2011		December 31, 2010
	(unaudited)
Unrestricted Cash
GCUK	$	59	$	76
GC Impsat	116		170
ROW	90		126
Total consolidated unrestricted cash	$	265	$	372

	March 31, 2011		December 31, 2010
	(unaudited)
Restricted Cash
ROW	$	9	$	9
Total consolidated restricted cash	$	9	$	9

Eliminations include intersegment eliminations and other reconciling items.

The Company accounts for intersegment sales of products and services at current market prices.

12. FINANCIAL INSTRUMENTS

The carrying amounts for cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accrued expenses and obligations under capital leases approximate their fair value (see Note 2, “Basis of Presentation” regarding the January 12, 2010 devaluation of the Venezuelan bolivar by the Venezuelan government). The fair values of the Company’s debt instruments are based on market quotes and management estimates. Management believes the carrying value of other debt approximates fair value as of March 31, 2011 and December 31, 2010, respectively.

13

The fair values of our debt instruments are as follows:

	March 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(unaudited)
12% Senior Secured Notes	$	737	$	853	$	737	$	846
GCUK Senior Secured Notes	441		453		431		444
9% Senior Notes	150		152		150		150
Other debt	37		37		20		20

13. GUARANTEES OF PARENT COMPANY DEBT

On September 22, 2009, GCL issued $750 in aggregate principal amount of 12% Senior Secured Notes due September 15, 2015 (the “Original 12% Senior Secured Notes”). The Original 12% Senior Secured Notes were guaranteed by a majority of the Company’s direct and indirect subsidiaries (the “Guarantors”), and were not registered under the Securities Act. As required under a registration rights agreement, the Company registered an identical series of notes (the “12% Senior Secured Exchange Notes”) under the Securities Act with the SEC and offered to exchange those 12% Senior Secured Exchange Notes for the Original 12% Senior Secured Notes. All $750 aggregate outstanding principal amount of Original 12% Senior Secured Notes were exchanged for 12% Senior Secured Exchange Notes in the exchange offer. The 12% Senior Secured Exchange Notes are also guaranteed by the Guarantors. In connection with the registration of the 12% Senior Secured Exchange Notes and related guarantees, GCL is required to provide the financial information in respect of those notes set forth under Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered” (“Rule 3-10”).

On November 16, 2010, GCL issued $150 in aggregate principal amount of the 9% Senior Notes due November 15, 2019 (the “Original 9% Senior Notes”). The Original 9% Senior Notes which are not registered under the Securities Act are guaranteed by the same group of direct and indirect subsidiaries of the Company that guarantee the 12% Senior Secured Exchange Notes. Pursuant to a registration rights agreement to which the Company is a party, the Company is required to register an identical series of notes (the “9% Senior Exchange Notes”) with the SEC and to offer to exchange those registered 9% Senior Exchange Notes for the Original 9% Senior Notes. The 9% Senior Exchange Notes will also be guaranteed by the Guarantors. In connection with the registration of the 9% Senior Exchange Notes and related guarantees, GCL will be required to provide the financial information in respect of those notes set forth under Rule 3-10.

The condensed consolidating financial information below in respect of the obligors on the 12% Senior Secured Exchange Notes has been prepared and presented pursuant to Rule 3-10. Although Rule 3-10 will not apply to the Original 9% Senior Notes until the exchange offer is completed, the below financial information is equally applicable to the obligors on the Original 9% Senior Notes since the obligors on the Original 9% Senior Notes and the 12% Senior Secured Exchange Notes are identical. The column labeled Parent Company represents GCL’s stand alone results and its investment in all of its subsidiaries accounted for using the equity method. The Guarantors and the non-Guarantor subsidiaries are presented in separate columns and represent all the applicable subsidiaries on a combined basis. Intercompany eliminations are shown in a separate column.

During the first quarter of 2011, the Company’s Colombian subsidiary became a Guarantor of the 12% Senior Secured Exchange Notes and the Original 9% Senior Notes and has been reflected in the Guarantor subsidiaries column of the condensed consolidated financial statements as of March 31, 2011 and for the three months ended March 31, 2011. For the three months ended March 31, 2011 and 2010, the Company’s Colombian subsidiary contributed approximately $21 and $20, respectively, of the Company’s consolidated revenue and nil and $(1), respectively, of the Company’s consolidated net loss. As of March 31, 2011 and December 31, 2010, the Company’s Colombian subsidiary had approximately $44 and $45, respectively, of net assets.

14

Condensed Consolidated Balance Sheet

	March 31, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	1		$	186		$	78		$	—		$	265
Restricted cash and cash equivalents - current portion	—			4			—			—			4
Accounts receivable, net of allowances	—			280			76			—			356
Accounts and loans receivable from affiliates	324			185			226			(735		)	—
Prepaid costs and other current assets	—			61			43			(1		)	103
Total current assets	325			716			423			(736		)	728
Restricted cash and cash equivalents - long term	—			5			—			—			5
Property and equipment, net of accumulated depreciation	1			879			309			—			1,189
Intangible assets, net	—			201			28			—			229
Investments in subsidiaries	(505		)	(226		)	—			731			—
Loans receivable from affiliates	610			96			52			(758		)	—
Other assets	29			56			25			—			110
Total assets	$	460		$	1,727		$	837		$	(763	)	$	2,261
LIABILITIES:
Current liabilities:
Accounts payable	$	1		$	196		$	65		$	—		$	262
Accrued cost of access	—			75			16			—			91
Accounts and loans payable to affiliates	31			532			172			(735		)	—
Short term debt and current portion of long term debt	—			19			18			—			37
Obligations under capital leases - current portion	—			41			11			—			52
Deferred revenue - current portion	—			127			53			—			180
Other current liabilities	56			184			126			—			366
Total current liabilities	88			1,174			461			(735		)	988
Loans payable to affiliates	10			661			87			(758		)	—
Long term debt	887			18			423			—			1,328
Obligations under capital leases	—			62			16			—			78
Deferred revenue	—			272			66			(1		)	337
Other deferred liabilities	—			45			10			—			55
Total liabilities	985			2,232			1,063			(1,494		)	2,786
SHAREHOLDERS’ DEFICIT:
Total shareholders’ deficit	(525		)	(505		)	(226		)	731			(525		)
Total liabilities and shareholders’ deficit	$	460		$	1,727		$	837		$	(763	)	$	2,261

15

Condensed Consolidated Balance Sheet

	December 31, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents	$	2		$	261		$	109		$	—		$	372
Restricted cash and cash equivalents - current portion	—			4			—			—			4
Accounts receivable, net of allowances	—			243			81			—			324
Accounts and loans receivable from affiliates	325			184			233			(742		)	—
Prepaid costs and other current assets	—			51			41			(1		)	91
Total current assets	327			743			464			(743		)	791
Restricted cash and cash equivalents - long term	—			5			—			—			5
Property and equipment, net of accumulated depreciation	—			834			345			—			1,179
Intangible assets, net	—			178			49			—			227
Investments in subsidiaries	(494		)	(180		)	—			674			—
Loans receivable from affiliates	653			107			54			(814		)	—
Other assets	29			55			24			—			108
Total assets	$	515		$	1,742		$	936		$	(883	)	$	2,310
LIABILITIES:
Current liabilities:
Accounts payable	$	1		$	205		$	91		$	—		$	297
Accrued cost of access	—			66			12			—			78
Accounts and loans payable to affiliates	27			537			178			(742		)	—
Short term debt and current portion of long term debt	—			9			18			—			27
Obligations under capital leases - current portion	—			36			15			—			51
Deferred revenue - current portion	—			123			61			—			184
Other current liabilities	68			176			132			—			376
Total current liabilities	96			1,152			507			(742		)	1,013
Loans payable to affiliates	9			707			98			(814		)	—
Long term debt	887			9			415			—			1,311
Obligations under capital leases	—			53			19			—			72
Deferred revenue	—			272			67			(1		)	338
Other deferred liabilities	—			43			10			—			53
Total liabilities	992			2,236			1,116			(1,557		)	2,787
SHAREHOLDERS’ DEFICIT:
Total shareholders’ deficit	(477		)	(494		)	(180		)	674			(477		)
Total liabilities and shareholders’ deficit	$	515		$	1,742		$	936		$	(883	)	$	2,310

16

Condensed Consolidated Statements of Operations

	Three Months Ended March 31, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(unaudited)
Revenue	$	—		$	516		$	145		$	—		$	661
Revenue - affiliates	—			5			12			(17		)	—
Total revenue	—			521			157			(17		)	661
Cost of revenue	(6		)	(352		)	(98		)	—			(456		)
Cost of revenue - affiliates	—			(12		)	(5		)	17			—
Total cost of revenue	(6		)	(364		)	(103		)	17			(456		)
Gross margin	(6		)	157			54			—			205
Selling, general and administrative	(6		)	(94		)	(21		)	—			(121		)
Depreciation and amortization	—			(59		)	(21		)	—			(80		)
Operating income (loss)	(12		)	4			12			—			4
Other income (expense):
Interest income - affiliates	—			1			2			(3		)	—
Interest expense	(27		)	(7		)	(11		)	—			(45		)
Interest expense - affiliates	—			(2		)	(1		)	3			—
Other income, net	—			12			6			—			18
Income from equity investments in subsidiaries	6			8			—			(14		)	—
Income (loss) before provision for income taxes	(33		)	16			8			(14		)	(23		)
Provision for income taxes	—			(10		)	—			—			(10		)
Net income (loss)	(33		)	6			8			(14		)	(33		)
Preferred stock dividends	(1		)	—			—			—			(1		)
Income (loss) applicable to common shareholders	$	(34	)	$	6		$	8		$	(14	)	$	(34	)

	Three Months Ended March 31, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(unaudited)
Revenue	$	—		$	478		$	170		$	—		$	648
Revenue - affiliates	—			5			13			(18		)	—
Total revenue	—			483			183			(18		)	648
Cost of revenue	(6		)	(341		)	(108		)	—			(455		)
Cost of revenue - affiliates	—			(13		)	(5		)	18			—
Total cost of revenue	(6		)	(354		)	(113		)	18			(455		)
Gross margin	(6		)	129			70			—			193
Selling, general and administrative	(8		)	(79		)	(29		)	—			(116		)
Depreciation and amortization	(1		)	(60		)	(27		)	—			(88		)
Operating income (loss)	(15		)	(10		)	14			—			(11		)
Other income (expense):
Interest income - affiliates	—			1			2			(3		)	—
Interest expense	(28		)	(5		)	(16		)	—			(49		)
Interest expense - affiliates	—			(2		)	(1		)	3			—
Other expense, net	—			(37		)	(15		)	—			(52		)
Loss from equity investments in subsidiaries	(76		)	(17		)	—			93			—
Loss before provision for income taxes	(119		)	(70		)	(16		)	93			(112		)
Provision for income taxes	—			(6		)	(1		)	—			(7		)
Net loss	(119		)	(76		)	(17		)	93			(119		)
Preferred stock dividends	(1		)	—			—			—			(1		)
Loss applicable to common shareholders	$	(120	)	$	(76	)	$	(17	)	$	93		$	(120	)

17

Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(unaudited)
Cash flows provided by (used in) operating activities	$	(46	)	$	5		$	(16	)	$	—		$	(57	)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(1		)	(26		)	(9		)	—			(36		)
GC Colombia cash transfer to Guarantor Subsidiaries	—			9			(9		)	—			—
Loans made to affiliates	—			(1		)	—			1			—
Loan repayments from affiliates	45			—			—			(45		)	—
Net cash flows provided by (used in) investing activities	44			(18		)	(18		)	(44		)	(36		)
Cash flows provided by (used in) financing activities:
Repayment of capital lease obligations	—			(13		)	(3		)	—			(16		)
Repayment of debt	—			(1		)	—			—			(1		)
Finance costs incurred	(1		)	—			—			—			(1		)
Proceeds from sales-leasebacks	—			—			4			—			4
Proceeds from exercise of stock options	1			—			—			—			1
Payment of employee taxes on share-based compensation	—			(3		)	—			—			(3		)
Proceeds from affiliate loans	1			—			—			(1		)	—
Repayment of loans from affiliates	—			(45		)	—			45			—
Net cash flows provided by (used in) financing activities	1			(62		)	1			44			(16		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2			—			2
Net decrease in cash and cash equivalents	(1		)	(75		)	(31		)	—			(107		)
Cash and cash equivalents, beginning of period	2			261			109			—			372
Cash and cash equivalents, end of period	$	1		$	186		$	78		$	—		$	265

	Three Months Ended March 31, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(unaudited)
Cash flows provided by (used in) operating activities	$	(62	)	$	43		$	(12	)	$	—		$	(31	)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	—			(30		)	(11		)	—			(41		)
Loans made to affiliates	(1		)	(20		)	—			21			—
Change in restricted cash and cash equivalents	—			5			(3		)	—			2
Net cash flows used in investing activities	(1		)	(45		)	(14		)	21			(39		)
Cash flows provided by (used in) financing activities:
Repayment of capital lease obligations	—			(10		)	(4		)	—			(14		)
Repayment of debt	—			(2		)	(2		)	—			(4		)
Finance costs incurred	(1		)	—			—			—			(1		)
Payment of employee taxes on share-based compensation	—			(1		)	—			—			(1		)
Proceeds from affiliate loans	—			1			20			(21		)	—
Net cash flows provided by (used in) financing activities	(1		)	(12		)	14			(21		)	(20		)
Effect of exchange rate changes on cash and cash equivalents	—			(27		)	(1		)	—			(28		)
Net decrease in cash and cash equivalents	(64		)	(41		)	(13		)	—			(118		)
Cash and cash equivalents, beginning of period	95			293			89			—			477
Cash and cash equivalents, end of period	$	31		$	252		$	76		$	—		$	359

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14. SUBSEQUENT EVENT

On April 10, 2011, GCL entered into an Agreement and Plan of Amalgamation (the “Plan of Amalgamation”) with Level 3 Communications, Inc., a Delaware corporation (“Level 3”), and Apollo Amalgamation Sub, Ltd., a Bermuda company and wholly-owned subsidiary of Level 3 (“Amalgamation Sub”), pursuant to which GCL and Amalgamation Sub will be amalgamated under Bermuda law with the surviving amalgamated company continuing as a subsidiary of Level 3 (the “Amalgamation”). Under the terms and subject to the conditions of the Plan of Amalgamation, each share of capital stock of GCL will be converted into 16 shares of common stock of Level 3 (and, in the case of GCL’s preferred shares, the right to receive accrued and unpaid dividends thereon). The Plan of Amalgamation contains customary representations and warranties and covenants, including, among others, agreements by each of the Company and Level 3 (i) to continue conducting its respective businesses in the ordinary course, consistent with past practices and in compliance with applicable law, during the interim period between the execution of the Plan of Amalgamation and consummation of the Amalgamation and (ii) not to engage in certain specified kinds of transactions during that period, including equity and debt financings (other than capital leases so long as the Company’s aggregate outstanding capital lease obligations do not at any time exceed $153), capital expenditures, loans, acquisitions, and the repurchase of shares of the Company’s parent’s common stock. The Plan of Amalgamation is subject to certain closing conditions, including the approval of the stockholders of each of GCL and Level 3 and receipt of certain regulatory and governmental approvals. The consummation of the Amalgamation would constitute a “Change of Control” under and as defined in the indentures for the 12% Senior Secured Notes, GCUK Senior Secured Notes and 9% Senior Notes. Pursuant to the indentures, within 30 days following any Change of Control, the Company is required to commence an offer to purchase all of the then outstanding 12% Senior Secured Notes, GCUK Senior Secured Notes and 9% Senior Notes at a purchase price equal to 101% of the principal amounts thereof, plus accrued interest, if any, thereon to the date of purchase. For more information related to the Plan of Amalgamation, see Part II, Item 6. - Exhibit 2.1, “Agreement and Plan of Amalgamation”, filed as part of GCL’s quarterly report on Form 10-Q.

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