Supplemental Guarantor Information | Note 22. Supplemental Guarantor Information Pursuant to SEC Regulation S-X Rule 3-10 “Financial statements of guarantors and issuers of guaranteed securities registered or being registered,” the Company is required to provide condensed consolidating financial information for CSL Capital and the Guarantors because the Exchange Notes (see Note 9) and the guarantees thereof were registered with the SEC under the Securities Act. While the condensed consolidating financial information presented below is in respect of our Exchange Notes only, our Secured Notes, 2024 Notes and senior credit facilities under the Credit Agreement are guaranteed by the Guarantors. 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 the Secured Notes and Credit Agreement 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 of 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. Certain amounts in the prior period have been revised to correct errors identified during the fourth quarter 2016 that relate to prior periods. Specifically, immaterial adjustments were made to properly reflect the Guarantor’s proportionate share in net assets of Non-Guarantor entities. The adjustments have no impact on the consolidated results of the Company. The following information summarizes our Condensed Consolidating Balance Sheets as of December 31, 2016 and December 31, 2015, Condensed Consolidating Statement of Comprehensive Income (Loss) for the year ended December 31, 2016 and , and the Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2016 and : Condensed Consolidating Balance Sheet As of December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,975,455 $ 694,582 $ — $ 2,670,037 Cash and cash equivalents 131,145 — 32,426 8,183 — 171,754 Accounts receivable, net (3 ) — 8,989 6,295 — 15,281 Affiliate receivable — — — 2,413 (2,413 ) — Goodwill — — 145,054 117,280 — 262,334 Intangible assets, net — — 37,033 123,551 — 160,584 Straight-line revenue receivable — — 29,084 4 — 29,088 Investment in consolidated subsidiaries 2,801,234 2,036,717 761,609 - (5,599,560 ) — Other assets 1,066 — 6,567 2,041 — 9,674 Total Assets $ 2,933,442 $ 2,036,717 $ 2,996,217 $ 954,349 $ (5,601,973 ) $ 3,318,752 Liabilities and Shareholders' (Deficit) Equity: Liabilities: Accounts payable, accrued expenses and other liabilities $ — $ — $ 25,081 $ 15,896 $ — $ 40,977 Accrued interest payable 27,812 27,812 — — (27,812 ) 27,812 Deferred revenue — — 157,857 103,547 — 261,404 Derivative liability 6,102 6,102 — — (6,102 ) 6,102 Affiliate payable — — 2,413 — (2,413 ) — Dividends payable 94,607 — — — — 94,607 Deferred income taxes — — 1,603 26,791 — 28,394 Capital lease obligations — — 47,977 6,558 — 54,535 Contingent consideration 98,600 — — — — 98,600 Notes and other debt, net 4,028,214 4,028,214 — — (4,028,214 ) 4,028,214 Total liabilities 4,255,335 4,062,128 234,931 152,792 (4,064,541 ) 4,640,645 Convertible preferred stock 80,552 — — — — 80,552 Shareholders' (Deficit) Equity: Common stock 15 — — — — 15 Additional paid-in capital 141,092 — — — — 141,092 Accumulated other comprehensive income (6,369 ) (6,102 ) — (267 ) 6,369 (6,369 ) Distributions in excess of earnings (1,537,183 ) (2,019,309 ) 2,761,286 801,824 (1,543,801 ) (1,537,183 ) Total shareholders' deficit (1,402,445 ) (2,025,411 ) 2,761,286 801,557 (1,537,432 ) (1,402,445 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,933,442 $ 2,036,717 $ 2,996,217 $ 954,349 $ (5,601,973 ) $ 3,318,752 Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,841,712 $ 533,048 $ — $ 2,374,760 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 510,093 — (5,427,451 ) — Other assets — — 672 298 — 970 Total Assets $ 2,458,696 $ 2,458,679 $ 2,505,094 $ 547,769 $ (5,427,602 ) $ 2,542,636 Liabilities and Shareholders' (Deficit) Equity: 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, net 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 ) 2,449,351 519,421 (1,897,783 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 2,449,351 519,421 (1,892,356 ) (1,166,906 ) Total Liabilities and Shareholders' (Deficit) Equity $ 2,458,696 $ 2,458,679 $ 2,505,094 $ 547,769 $ (5,427,602 ) $ 2,542,636 Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 674,683 $ 2,685 $ — $ 677,368 Fiber Infrastructure 57,030 13,538 70,568 Consumer CLEC — — — 22,472 — 22,472 Total revenues — — 731,713 38,695 — 770,408 Costs and Expenses: Interest expense 267,959 273,022 7,046 389 (273,022 ) 275,394 Depreciation and amortization — — 279,507 96,463 — 375,970 General and administrative expense 4,829 — 28,161 2,412 — 35,402 Operating expense (exclusive of depreciation, accretion and amortization) — — 25,666 24,002 — 49,668 Transaction related costs 3,945 — 29,566 158 — 33,669 Total costs and expenses 276,733 273,022 369,946 123,424 (273,022 ) 770,103 Earnings from consolidated subsidiaries 276,521 288,468 (85,755 ) — (479,234 ) — (Loss) income before income taxes (212 ) 15,446 276,012 (84,729 ) (206,212 ) 305 Income tax expense — — 647 (130 ) — 517 Net (loss) income $ (212 ) $ 15,446 $ 275,365 $ (84,599 ) $ (206,212 ) $ (212 ) Comprehensive (loss) income $ (1,154 ) $ 14,771 $ 275,365 $ (84,866 ) $ (205,270 ) $ (1,154 ) 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 Operating expense (exclusive of depreciation, accretion and amortization) — — — 13,743 — 13,743 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 (62,249 ) — (354,953 ) — (Loss) Income before income taxes 24,870 26,804 207,953 (60,863 ) (173,156 ) 25,608 Income tax expense — — 201 537 — 738 Net (loss) income $ 24,870 $ 26,804 $ 207,752 $ (61,400 ) $ (173,156 ) $ 24,870 Comprehensive (loss) income $ 19,443 $ 21,377 $ 207,752 $ (61,400 ) $ (167,729 ) $ 19,443 Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by (used in) operating activities $ (59,076 ) $ — $ 626,147 $ 18,686 $ (209,769 ) $ 375,988 Cash flow from investing activities Acquisition of businesses, net of cash acquired — — (315,494 ) (173,294 ) — (488,788 ) Acquisition of ground lease investments — — — (11,543 ) — (11,543 ) Other capital expenditures — — (14,567 ) (20,333 ) — (34,900 ) Net cash used in investing activities — — (330,061 ) (205,170 ) — (535,231 ) Cash flow from financing activities Principal payment on debt (22,027 ) — — — — (22,027 ) Dividends paid (367,830 ) — — — — (367,830 ) Proceeds from issuance of Notes 548,875 — — — — 548,875 Borrowings under revolving credit facility 641,000 — — — — 641,000 Payments under revolving credit facility (641,000 ) — — — — (641,000 ) Capital lease payments — — (1,357 ) (192 ) — (1,549 ) Deferred financing costs (20,557 ) — — — — (20,557 ) Common stock issuance, net of costs 54,213 — — — — 54,213 Net share settlement (2,359 ) — — — — (2,359 ) Intercompany transactions, net (111 ) — (402,500 ) 192,842 209,769 — Net cash provided (used in) by financing activities 190,204 — (403,857 ) 192,650 209,769 188,766 Effect of exchange rates on cash and cash equivalents — — — (267 ) — (267 ) Net increase (decrease) in cash and cash equivalents 131,128 — (107,771 ) 5,899 — 29,256 Cash and cash equivalents, December 31, 2015 17 — 140,197 2,284 142,498 Cash and cash equivalents, December $ 131,145 $ — $ 32,426 $ 8,183 $ — $ 171,754 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 - other — — (33,178 ) (11,235 ) — (44,413 ) 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 costs (543 ) — — — — (543 ) Net share settlement (113 ) (113 ) 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 financing 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 $ 17 $ — $ 140,197 $ 2,284 $ — $ 142,498 |