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 our Consolidated Financial Statements are interdependent. The accompanying condensed consolidating financial information presents the statements of comprehensive income, 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 our consolidated results. Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2016 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Revenue $ — $ — $ 3,557 $ 4,747 $ (132 ) $ 8,172 Costs and Expenses: Network access costs — — 1,283 1,574 (132 ) 2,725 Network related expenses — — 953 393 — 1,346 Depreciation and amortization — — 385 865 — 1,250 Selling, general and administrative expenses 16 5 1,024 362 — 1,407 Total costs and expenses 16 5 3,645 3,194 (132 ) 6,728 Operating (Loss) Income (16 ) (5 ) (88 ) 1,553 — 1,444 Other Income (Expense): Interest income — — 3 1 — 4 Interest expense (36 ) (505 ) (2 ) (3 ) — (546 ) Interest income (expense) affiliates, net 1,385 2,113 (3,215 ) (283 ) — — Equity in net earnings (losses) of subsidiaries (669 ) (2,033 ) 757 — 1,945 — Other, net (1 ) (39 ) 2 (22 ) — (60 ) Total other expense 679 (464 ) (2,455 ) (307 ) 1,945 (602 ) Income (Loss) before Income Taxes 663 (469 ) (2,543 ) 1,246 1,945 842 Income Tax (Expense) Benefit 14 (200 ) (2 ) 23 — (165 ) Net Income (Loss) 677 (669 ) (2,545 ) 1,269 1,945 677 Other Comprehensive Loss, Net of Income Taxes (86 ) — — (86 ) 86 (86 ) Comprehensive Income (Loss) $ 591 $ (669 ) $ (2,545 ) $ 1,183 $ 2,031 $ 591 Condensed Consolidating Statements of Comprehensive Income (Loss) 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 (Loss) Income (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 (Loss) Income, Net of Income Taxes (154 ) — — (154 ) 154 (154 ) Comprehensive Income (Loss) $ 3,279 $ 2,162 $ (3,103 ) $ 1,433 $ (492 ) $ 3,279 Condensed Consolidating Statements of Comprehensive Income (Loss) 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 (Loss) Income (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 Balance Sheets December 31, 2016 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 $ 15 $ — $ 1,700 $ 104 $ — $ 1,819 Restricted cash and securities — — 1 6 — 7 Receivables, less allowances for doubtful accounts — — 26 686 — 712 Due from affiliates 17,032 21,715 — 2,180 (40,927 ) — Other — — 87 28 — 115 Total Current Assets 17,047 21,715 1,814 3,004 (40,927 ) 2,653 Property, Plant, and Equipment, net — — 3,869 6,270 — 10,139 Restricted Cash and Securities 22 — 9 — — 31 Goodwill and Other Intangibles, net — — 353 8,291 — 8,644 Investment in Subsidiaries 16,869 17,599 3,674 — (38,142 ) — Deferred Tax Assets 51 2,687 — 632 — 3,370 Other Assets, net — — 16 35 — 51 Total Assets $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 Liabilities and Stockholders' Equity (Deficit) Current Liabilities: Accounts payable $ — $ — $ 307 $ 399 $ — $ 706 Current portion of long-term debt — — 2 5 — 7 Accrued payroll and employee benefits — — 160 35 — 195 Accrued interest 11 110 — 8 — 129 Current portion of deferred revenue — — 116 150 — 266 Due to affiliates — — 40,927 — (40,927 ) — Other — — 127 41 — 168 Total Current Liabilities 11 110 41,639 638 (40,927 ) 1,471 Long-Term Debt, less current portion 592 10,108 13 164 — 10,877 Deferred Revenue, less current portion — — 719 282 — 1,001 Other Liabilities 16 — 155 451 — 622 Commitments and Contingencies Stockholders' Equity (Deficit) 33,370 31,783 (32,791 ) 16,697 (38,142 ) 10,917 Total Liabilities and Stockholders' Equity (Deficit) $ 33,989 $ 42,001 $ 9,735 $ 18,232 $ (79,069 ) $ 24,888 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 — — 56 55 — 111 Total Current Assets 12,427 22,765 831 3,697 (37,990 ) 1,730 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 — — 12 38 — 50 Total Assets $ 29,264 $ 43,326 $ 8,377 $ 19,260 $ (76,210 ) $ 24,017 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 591 10,092 15 168 — 10,866 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) $ 29,264 $ 43,326 $ 8,377 $ 19,260 $ (76,210 ) $ 24,017 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2016 Level 3 Communications, Inc. Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (dollars in millions) Net Cash (Used in) Provided by Operating Activities $ (49 ) $ (468 ) $ 564 $ 2,296 $ — $ 2,343 Cash Flows from Investing Activities: Capital expenditures — — (704 ) (630 ) — (1,334 ) Change in restricted cash and securities, net 5 — 6 1 — 12 Proceeds from sale of property, plant and equipment and other assets — — 1 2 — 3 Net Cash Provided by (Used in) Investing Activities 5 — (697 ) (627 ) — (1,319 ) Cash Flows from Financing Activities: Long-term debt borrowings, net of issuance costs — 764 — — — 764 Payments on and repurchases of long-term debt, including current portion and refinancing costs — (806 ) (1 ) (13 ) — (820 ) Increase (decrease) due from/to affiliates, net 47 504 1,107 (1,658 ) — — Net Cash Provided by (Used in) Financing Activities 47 462 1,106 (1,671 ) — (56 ) Effect of Exchange Rates on Cash and Cash Equivalents — — — (3 ) — (3 ) Net Change in Cash and Cash Equivalents 3 (6 ) 973 (5 ) — 965 Cash and Cash Equivalents at Beginning of Year 12 6 727 109 — 854 Cash and Cash Equivalents at End of Year $ 15 $ — $ 1,700 $ 104 $ — $ 1,819 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 |