Supplemental Guarantor Information | Note 20. Supplemental Guarantor Information In connection with the issuance of our 6.00% Senior Secured Notes due 2023, 8.25% Senior Unsecured Notes due 2023 and Term Loan B Facility due 2022, the Guarantors provided guarantees of that indebtedness. These guarantees are full and unconditional as well as joint and several. All property assets and related operations of the Guarantors are pledged as collateral under these obligations and the Guarantors are subject to restrictions on certain investments and payments. Subject to the terms and provisions of the debt agreements, in certain circumstances, a Guarantor may be released from its guarantee obligation including, upon the sale or transfer of any portion of its equity interest or all or substantially all its property, and upon any Guarantor being designated an Unrestricted Subsidiary, as defined in the Credit Agreement, or otherwise no longer being required to remain a Guarantor given its size or regulatory restrictions. We have determined that certain immaterial misclassifications existed in the condensed consolidating balance sheet as of September 30, 2015 and condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015, which impacted only CS&L, CSL Capital and the Guarantors with applicable offsetting adjustments in Eliminations. These misclassifications had no impact to the condensed consolidating statement of comprehensive income for the period from April 24, 2015 to December 31, 2015. In the condensed consolidating balance sheet as of September 30, 2015, (1) the affiliate receivable balance for the Guarantors should have been zero and total shareholders deficit should have been reduced by $68.7 million to $2,042 million; (2) the investment in consolidated subsidiaries and total shareholders’ deficit balances for CSL Capital should have been reduced by $68.7 million to $2,570 million and $1,002 million, respectively; (3) the affiliate payable balance for CS&L should have been zero and investment in consolidated subsidiaries should have been reduced by $68.7 million to $2,570 million; and (4) all with equal and offsetting adjustments made in the Eliminations column. In the condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015, net cash provided by operating activities for the Guarantors should have been increased by $68.8 million to $278.3 million, with an offsetting decrease of $68.8 million to net cash provided by financing activities for the Guarantors. The condensed consolidating statement of cash flows for the period from April 24, 2015 to December 31, 2015 presented below includes the impact of these revisions. In addition, we determined that certain immaterial misclassifications existed in the condensed consolidating statements of comprehensive income for the period from April 24, 2015 to June 30, 2015, the quarter ended September 30, 2015 and the period from April 24, 2015 to September 30, 2015, which impacted only CS&L with applicable offsetting adjustments in the Eliminations column. For the period from April 24, 2015 to June 30, 2015, earnings from consolidated subsidiaries, net income and comprehensive income of CS&L should have been increased from $8.6 million, ($40.5) million, and $(11.9) million to $57.4 million, $8.3 million, and $36.9 million, respectively. For the quarter ended September 30, 2015, earnings from consolidated subsidiaries, net income, and comprehensive income of CS&L should have been increased from $10.2 million, ($57.1) million, and ($99.7) million to $76.7 million, $9.4 million, and ($33.1) million, respectively. For the period from April 24, 2015 to September 30, 2015, earnings from consolidated subsidiaries, net income, and comprehensive income of CS&L should have been increased from $18.8 million, ($97.6) million, and ($111.6) million to $134.1 million, $17.7 million, and $3.7 million respectively. The condensed consolidating statement of comprehensive income for the period from April 24, 2015 to December 31, 2015 presented below includes the impact of these revisions. The following information summarizes our Consolidating Balance Sheet as of December 31, 2015, Consolidating Statements of Comprehensive Income for the period from April 24, 2015 to December 31, 2015, and the Consolidating Statement of Cash Flows for the period April 24, 2015 to December 31, 2015: Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Real estate investments, net of accumulated depreciation $ — $ — $ 1,839,603 $ 533,048 $ — $ 2,372,651 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Customer list intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 11,235 — (4,928,593 ) — Other assets — — 2,781 298 — 3,079 Total Assets $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Liabilities and Shareholders' Deficit: Accounts payable, accrued expenses and other liabilities $ — $ — $ 9,204 $ 1,205 $ — $ 10,409 Accrued Interest payable 24,440 24,440 — — (24,440 ) 24,440 Deferred Revenue — — 44,862 22,955 — 67,817 Derivative liability 5,427 5,427 — — (5,427 ) 5,427 Affiliate payable — — — 151 (151 ) — Dividends payable 90,507 — — — — 90,507 Deferred income taxes — — 1,677 4,037 — 5,714 Notes and other debt 3,505,228 3,505,228 — — (3,505,228 ) 3,505,228 Total liabilities 3,625,602 3,535,095 55,743 28,348 (3,535,246 ) 3,709,542 Common Stock 15 — — — — 15 Additional paid-in capital 1,392 — — — — 1,392 Accumulated other comprehensive income (5,427 ) (5,427 ) — — 5,427 (5,427 ) Distributions in excess of earnings (1,162,886 ) (1,070,989 ) 1,950,493 519,421 (1,398,925 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 1,950,493 519,421 (1,393,498 ) (1,166,906 ) Total Liabilities and Shareholders' Deficit $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ — $ — $ 458,334 $ 280 $ — $ 458,614 Consumer CLEC — — — 17,700 — 17,700 Total revenues — — 458,334 17,980 — 476,314 Costs and Expenses: Interest expense 181,797 181,797 — — (181,797 ) 181,797 Depreciation and amortization — — 173,648 65,100 — 238,748 General and administrative expense 1,934 — 9,274 — — 11,208 CLEC operating expense — — — 13,743 — 13,743 Acquisition and transaction related costs — — 5,210 — — 5,210 Total costs and expenses 183,731 181,797 188,132 78,843 (181,797 ) 450,706 Earnings (losses) from consolidated subsidiaries 208,601 208,601 — — (417,202 ) — (Loss) Income before income taxes 24,870 26,804 270,202 (60,863 ) (235,405 ) 25,608 Income tax expense — — 201 537 — 738 Net (loss) income $ 24,870 $ 26,804 $ 270,001 $ (61,400 ) $ (235,405 ) $ 24,870 Comprehensive (loss) income $ 19,443 $ 21,377 $ 270,001 $ (61,400 ) $ (229,978 ) $ 19,443 Condensed Consolidating Statement of Cash Flows For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by operating activities $ 106,332 $ — $ 426,719 $ 13,519 $ (253,362 ) $ 293,208 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) — — — — (1,035,029 ) Capital expenditures - real estate investments — — (31,842 ) (11,235 ) — (43,077 ) Capital expenditures - other — — (1,336 ) — — (1,336 ) Net cash used in investing activities (1,035,029 ) — (33,178 ) (11,235 ) — (1,079,442 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 — — — — 1,127,000 Deferred financing costs (30,057 ) — — — — (30,057 ) Principal payment on debt (10,700 ) — — — — (10,700 ) Common stock issuance (656 ) — — — — (656 ) Dividends paid (156,854 ) — — — — (156,854 ) Intercompany transactions, net — — (253,362 ) — 253,362 — Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by investing activities 928,714 — (253,362 ) — 253,362 928,714 Net increase in cash and cash equivalents 17 — 140,179 2,284 — 142,480 Cash and cash equivalents, April 24, 2015 — — 18 — — 18 Cash and cash equivalents, December 31, 2015 $ 17 $ — $ 140,197 $ 2,284 $ — $ 142,498 |