Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Level 3 Financing has issued Senior Notes that are unsecured obligations of Level 3 Financing, Inc.; however, they are also fully and unconditionally and jointly and severally guaranteed on an unsecured senior basis by Level 3 Communications, Inc. and Level 3 Communications, LLC. In conjunction with the registration of the Level 3 Financing, Inc. Senior Notes, the accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 "Financial statements of guarantors and affiliates whose securities collateralize an issue registered or being registered." The operating activities of the separate legal entities included in the Company’s Consolidated Financial Statements are interdependent. The accompanying condensed consolidating financial information presents the statements of operations, balance sheets and statements of cash flows of each legal entity and, on an aggregate basis, the other non-guarantor subsidiaries based on amounts incurred by such entities, and is not intended to present the operating results of those legal entities on a stand-alone basis. Level 3 Communications, LLC leases equipment and certain facilities from other wholly owned subsidiaries of Level 3 Communications, Inc. These transactions are eliminated in the consolidated results of the Company. Condensed Consolidating Statements of Operations For the year ended December 31, 2015 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 3,325 $ 5,077 $ (173 ) $ 8,229 Costs and Expenses: Network access costs — — 1,243 1,763 (173 ) 2,833 Network related expenses — — 947 485 — 1,432 Depreciation and amortization — — 309 857 — 1,166 Selling, general and administrative expenses 4 — 1,064 399 — 1,467 Total costs and expenses 4 — 3,563 3,504 (173 ) 6,898 Operating Income (Loss) (4 ) — (238 ) 1,573 — 1,331 Other Income (Expense): Interest income — — — 1 — 1 Interest expense (51 ) (574 ) (3 ) (14 ) — (642 ) Interest income (expense) affiliates, net 1,310 1,984 (3,041 ) (253 ) — — Equity in net earnings (losses) of subsidiaries 2,162 (1,693 ) 177 — (646 ) — Other, net (18 ) (200 ) 3 (192 ) — (407 ) Total other expense 3,403 (483 ) (2,864 ) (458 ) (646 ) (1,048 ) Income (Loss) before Income Taxes 3,399 (483 ) (3,102 ) 1,115 (646 ) 283 Income Tax (Expense) Benefit 34 2,645 (1 ) 472 — 3,150 Net Income (Loss) 3,433 2,162 (3,103 ) 1,587 (646 ) 3,433 Other Comprehensive Income (Loss), Net of Income Taxes (154 ) — — 154 (154 ) (154 ) Comprehensive Income (Loss) $ 3,279 $ 2,162 $ (3,103 ) $ 1,741 $ (800 ) $ 3,279 Condensed Consolidating Statements of Operations For the year ended December 31, 2014 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 3,073 $ 3,918 $ (214 ) $ 6,777 Costs and Expenses: Network access costs — — 1,177 1,566 (214 ) 2,529 Network related expenses — — 762 484 — 1,246 Depreciation and amortization — — 277 531 — 808 Selling, general and administrative expenses 21 2 735 423 — 1,181 Total costs and expenses 21 2 2,951 3,004 (214 ) 5,764 Operating Income (Loss) (21 ) (2 ) 122 914 — 1,013 Other Income (Expense): Interest income — — — 1 — 1 Interest expense (143 ) (492 ) (2 ) (17 ) — (654 ) Interest income (expense) affiliates, net 1,227 1,827 (2,890 ) (164 ) — — Equity in net earnings (losses) of subsidiaries (710 ) (2,047 ) 663 — 2,094 — Other, net (53 ) — 7 (76 ) — (122 ) Total other expense 321 (712 ) (2,222 ) (256 ) 2,094 (775 ) Income (Loss) before Income Taxes 300 (714 ) (2,100 ) 658 2,094 238 Income Tax (Expense) Benefit 14 4 (1 ) 59 — 76 Net Income (Loss) 314 (710 ) (2,101 ) 717 2,094 314 Other Comprehensive Income (Loss), Net of Income Taxes (183 ) — — (183 ) 183 (183 ) Comprehensive Income (Loss) $ 131 $ (710 ) $ (2,101 ) $ 534 $ 2,277 $ 131 Condensed Consolidating Statements of Operations For the year ended December 31, 2013 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 2,825 $ 3,734 $ (246 ) $ 6,313 Costs and Expenses: Network access costs — — 1,068 1,649 (246 ) 2,471 Network related expenses — — 753 461 — 1,214 Depreciation and amortization — — 289 511 — 800 Selling, general and administrative expenses 3 1 791 367 — 1,162 Total costs and expenses 3 1 2,901 2,988 (246 ) 5,647 Operating Income (Loss) (3 ) (1 ) (76 ) 746 — 666 Other Income (Expense): Interest income — — — — — — Interest expense (151 ) (497 ) (3 ) 2 — (649 ) Interest income (expense) affiliates, net 1,091 1,706 (2,679 ) (118 ) — — Equity in net earnings (losses) of subsidiaries (1,039 ) (2,164 ) 550 — 2,653 — Other, net — (85 ) 4 (7 ) — (88 ) Total other expense (99 ) (1,040 ) (2,128 ) (123 ) 2,653 (737 ) Income (Loss) before Income Taxes (102 ) (1,041 ) (2,204 ) 623 2,653 (71 ) Income Tax (Expense) Benefit (7 ) 2 — (33 ) — (38 ) Net Income (Loss) (109 ) (1,039 ) (2,204 ) 590 2,653 (109 ) Other Comprehensive Income (Loss), Net of Income Taxes 10 10 — 10 (20 ) 10 Comprehensive Income (Loss) $ (99 ) $ (1,029 ) $ (2,204 ) $ 600 $ 2,633 $ (99 ) Condensed Consolidating Balance Sheets December 31, 2015 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 12 $ 6 $ 727 $ 109 $ — $ 854 Restricted cash and securities — — 1 7 — 8 Receivables, less allowances for doubtful accounts — — 47 710 — 757 Due from affiliates 12,415 22,759 — 2,816 (37,990 ) — Other 1 18 56 55 — 130 Total Current Assets 12,428 22,783 831 3,697 (37,990 ) 1,749 Property, Plant, and Equipment, net — — 3,423 6,455 — 9,878 Restricted Cash and Securities 27 — 14 1 — 42 Goodwill and Other Intangibles, net — — 363 8,513 — 8,876 Investment in Subsidiaries 16,772 17,714 3,734 — (38,220 ) — Deferred Tax Assets 38 2,847 — 556 — 3,441 Other Assets, net 8 100 12 39 — 159 Total Assets $ 29,273 $ 43,444 $ 8,377 $ 19,261 $ (76,210 ) $ 24,145 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ 1 $ 195 $ 433 $ — $ 629 Current portion of long-term debt — — 2 13 — 15 Accrued payroll and employee benefits — — 186 32 — 218 Accrued interest 11 90 — 7 — 108 Current portion of deferred revenue — — 119 148 — 267 Due to affiliates — — 37,990 — (37,990 ) — Other — — 115 64 — 179 Total Current Liabilities 11 91 38,607 697 (37,990 ) 1,416 Long-Term Debt, less current portion 600 10,210 15 169 — 10,994 Deferred Revenue, less current portion — — 680 297 — 977 Other Liabilities 15 — 133 484 — 632 Commitments and Contingencies Stockholders' Equity (Deficit) 28,647 33,143 (31,058 ) 17,614 (38,220 ) 10,126 Total Liabilities and Stockholders' Equity (Deficit) $ 29,273 $ 43,444 $ 8,377 $ 19,261 $ (76,210 ) $ 24,145 Condensed Consolidating Balance Sheets December 31, 2014 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Assets Current Assets: Cash and cash equivalents $ 7 $ 5 $ 307 $ 261 $ — $ 580 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 34 703 — 737 Due from affiliates 14,522 21,270 — — (35,792 ) — Other 2 21 45 89 — 157 Total Current Assets 14,531 21,296 387 1,059 (35,792 ) 1,481 Property, Plant, and Equipment, net — — 3,152 6,708 — 9,860 Restricted Cash and Securities 3 — 16 1 — 20 Goodwill and Other Intangibles, net — — 373 8,730 — 9,103 Investment in Subsidiaries 16,686 14,777 3,729 — (35,192 ) — Deferred Tax Assets — — — 300 — 300 Other Assets, net 28 129 9 17 — 183 Total Assets $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 215 $ 449 $ — $ 664 Current portion of long-term debt 333 — 3 13 — 349 Accrued payroll and employee benefits — — 174 99 — 273 Accrued interest 12 158 — 4 — 174 Current portion of deferred revenue — — 118 169 — 287 Due to affiliates — — 34,401 1,391 (35,792 ) — Other — 2 62 95 — 159 Total Current Liabilities 345 160 34,973 2,220 (35,792 ) 1,906 Long-Term Debt, less current portion 900 9,893 16 175 — 10,984 Deferred Revenue, less current portion — — 617 304 — 921 Other Liabilities 16 24 125 608 — 773 Commitments and Contingencies Stockholders' Equity (Deficit) 29,987 26,125 (28,065 ) 13,508 (35,192 ) 6,363 Total Liabilities and Stockholders' Equity (Deficit) $ 31,248 $ 36,202 $ 7,666 $ 16,815 $ (70,984 ) $ 20,947 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2015 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Net Cash Provided by (Used in) Operating Activities $ (40 ) $ (617 ) $ 193 $ 2,319 $ — $ 1,855 Cash Flows from Investing Activities: Capital expenditures — — (453 ) (776 ) — (1,229 ) Cash related to deconsolidated Venezuela operations — — — (83 ) — (83 ) Change in restricted cash and securities, net (25 ) — 3 — — (22 ) Proceeds from sale of property, plant and equipment and other assets — — — 4 — 4 Other — — (14 ) — — (14 ) Net Cash Provided by (Used in) Investing Activities (25 ) — (464 ) (855 ) — (1,344 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 4,832 — — — 4,832 Payments on and repurchases of long-term debt, including current portion and refinancing costs (313 ) (4,725 ) (2 ) (11 ) — (5,051 ) Increase (decrease) due from/to affiliates, net 383 511 693 (1,587 ) — — Net Cash Provided by (Used in) Financing Activities 70 618 691 (1,598 ) — (219 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (18 ) — (18 ) Net Change in Cash and Cash Equivalents 5 1 420 (152 ) — 274 Cash and Cash Equivalents at Beginning of Year 7 5 307 261 — 580 Cash and Cash Equivalents at End of Year $ 12 $ 6 $ 727 $ 109 $ — $ 854 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2014 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Net Cash Provided by (Used in) Operating Activities $ (178 ) $ (458 ) $ 625 $ 1,172 $ — $ 1,161 Cash Flows from Investing Activities: Capital expenditures — — (362 ) (548 ) — (910 ) Change in restricted cash and securities, net — — 2 (12 ) — (10 ) Proceeds from sale of property, plant and equipment and other assets — — — 3 — 3 Investment in tw telecom, net of cash acquired (474 ) — — 307 — (167 ) Other — — — (2 ) — (2 ) Net Cash Provided by (Used in) Investing Activities (474 ) — (360 ) (252 ) — (1,086 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs 590 — — (1 ) — 589 Payments on and repurchases of long-term debt, including current portion and refinancing costs (647 ) — — (24 ) — (671 ) Increase (decrease) due from/to affiliates, net 708 457 (305 ) (860 ) — — Net Cash Provided by (Used in) Financing Activities 651 457 (305 ) (885 ) — (82 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (44 ) — (44 ) Net Change in Cash and Cash Equivalents (1 ) (1 ) (40 ) (9 ) — (51 ) Cash and Cash Equivalents at Beginning of Year 8 6 347 270 — 631 Cash and Cash Equivalents at End of Year $ 7 $ 5 $ 307 $ 261 $ — $ 580 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2013 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Net Cash Provided by (Used in) Operating Activities $ (169 ) $ (557 ) $ 710 $ 729 $ — $ 713 Cash Flows from Investing Activities: Capital expenditures — — (312 ) (448 ) — (760 ) Change in restricted cash and securities, net 9 — (1 ) 5 — 13 Other — — 1 1 — 2 Net Cash Provided by (Used in) Investing Activities 9 — (312 ) (442 ) — (745 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 1,502 — — — 1,502 Payments on and repurchases of long-term debt, including current portion and refinancing costs (173 ) (1,586 ) (4 ) (33 ) — (1,796 ) Increase (decrease) due from affiliates, net 88 642 (433 ) (297 ) — — Net Cash Provided by (Used in) Financing Activities (85 ) 558 (437 ) (330 ) — (294 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (22 ) — (22 ) Net Change in Cash and Cash Equivalents (245 ) 1 (39 ) (65 ) — (348 ) Cash and Cash Equivalents at Beginning of Year 253 5 386 335 — 979 Cash and Cash Equivalents at End of Year $ 8 $ 6 $ 347 $ 270 $ — $ 631 |