Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Level 3 Financing, Inc., a wholly owned subsidiary, 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 Parent, LLC 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 (loss), 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 Parent, LLC. These transactions are eliminated in our consolidated results. Condensed Consolidating Statements of Comprehensive Income (Loss) For the period ended December 31, 2017 (Successor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING REVENUE Operating revenues $ — — 748 671 (28 ) 1,391 Operating revenues - affiliate — — 16 — — 16 Total operating revenues — — 764 671 (28 ) 1,407 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 418 300 (28 ) 690 Selling, general and administrative 1 3 179 70 — 253 Operating expenses - affiliate — — 24 — — 24 Depreciation and amortization — — 117 165 — 282 Total costs and expenses 1 3 738 535 (28 ) 1,249 OPERATING (LOSS) INCOME (1 ) (3 ) 26 136 — 158 OTHER INCOME (EXPENSE) Interest income — — 1 — — 1 Interest income - affiliate 11 — — — — 11 Interest expense (5 ) (72 ) — (3 ) — (80 ) Interest income (expense) - affiliates, net 251 368 (578 ) (41 ) — — Equity in net (losses) earnings of subsidiaries (827 ) (15 ) 71 — 771 — Other income, net 1 — 2 — — 3 Total other expense, net (569 ) 281 (504 ) (44 ) 771 (65 ) (LOSS) INCOME BEFORE INCOME TAXES (570 ) 278 (478 ) 92 771 93 Income tax benefit (expense) 429 (1,105 ) 433 9 — (234 ) NET INCOME (LOSS) (141 ) (827 ) (45 ) 101 771 (141 ) Other comprehensive income, net of income taxes 18 — — 18 (18 ) 18 COMPREHENSIVE INCOME (LOSS) $ (123 ) $ (827 ) $ (45 ) $ 119 $ 753 $ (123 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the period ended October 31, 2017 (Predecessor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING REVENUES Operating revenues $ — — 3,108 3,891 (129 ) 6,870 Total operating revenues — — 3,108 3,891 (129 ) 6,870 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 1,942 1,680 (129 ) 3,493 Selling, general and administrative 4 3 942 259 — 1,208 Depreciation and amortization — — 356 662 — 1,018 Total costs and expenses 4 3 3,240 2,601 (129 ) 5,719 OPERATING (LOSS) INCOME (4 ) (3 ) (132 ) 1,290 — 1,151 OTHER INCOME (EXPENSE) Interest income — — 12 1 — 13 Interest income (expense) - affiliate, net 1,260 1,890 (2,896 ) (254 ) — — Interest expense (30 ) (397 ) (2 ) (12 ) — (441 ) Loss on modification and extinguishment of debt — (44 ) — — — (44 ) Equity in net (losses) earnings of subsidiaries (815 ) (2,138 ) 692 — 2,261 — Other income (expense) , net 3 — 15 (4 ) — 14 Total other expense, net 418 (689 ) (2,179 ) (269 ) 2,261 (458 ) INCOME (LOSS) BEFORE INCOME TAXES 414 (692 ) (2,311 ) 1,021 2,261 693 Income tax benefit (expense) 11 (123 ) (2 ) (154 ) — (268 ) NET INCOME (LOSS) 425 (815 ) (2,313 ) 867 2,261 425 Other comprehensive income, net of income taxes 80 — — — — 80 COMPREHENSIVE INCOME (LOSS) $ 505 (815 ) (2,313 ) 867 2,261 505 Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2016 (Predecessor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING REVENUES Operating revenues $ — $ — $ 3,558 $ 4,747 $ (132 ) 8,173 Total operating revenues — — 3,558 4,747 (132 ) 8,173 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 2,249 2,045 (132 ) 4,162 Selling, general and administrative 16 5 1,025 361 — 1,407 Depreciation and amortization — — 372 787 — 1,159 Total costs and expenses 16 5 3,646 3,193 (132 ) 6,728 OPERATING (LOSS) INCOME (16 ) (5 ) (88 ) 1,554 — 1,445 OTHER INCOME (EXPENSE) Interest income — — 3 1 — 4 Interest income (expense) - affiliate, net 1,385 2,113 (3,215 ) (283 ) — — Interest expense (36 ) (505 ) (2 ) (1 ) — (544 ) Equity in net (losses) earnings of subsidiaries (669 ) (2,033 ) 757 — 1,945 — Other (expense) income, net (1 ) (39 ) 2 (25 ) — (63 ) Total other income (expense), net 679 (464 ) (2,455 ) (308 ) 1,945 (603 ) INCOME (LOSS) BEFORE INCOME TAXES 663 (469 ) (2,543 ) 1,246 1,945 842 Income tax benefit (expense) 14 (200 ) (2 ) 23 — (165 ) NET INCOME (LOSS) 677 (669 ) (2,545 ) 1,269 1,945 677 Other comprehensive (loss) income, 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 (Predecessor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING REVENUES Operating revenues $ — — 3,326 5,077 (173 ) 8,230 Total operating revenues — — 3,326 5,077 (173 ) 8,230 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 2,201 2,321 (173 ) 4,349 Selling, general and administrative 4 — 1,064 401 — 1,469 Depreciation and amortization — — 298 784 — 1,082 Total costs and expenses 4 — 3,563 3,506 (173 ) 6,900 OPERATING (LOSS) INCOME (4 ) — (237 ) 1,571 — 1,330 OTHER INCOME (EXPENSE) Interest income — — — 1 — 1 Interest income (expense) - affiliates, net 1,310 1,984 (3,041 ) (253 ) — — Interest expense (51 ) (574 ) (3 ) (12 ) — (640 ) Equity in net earnings (losses) of subsidiaries 2,162 (1,693 ) 177 — (646 ) — Other (expense) income, net (18 ) (200 ) 2 (192 ) — (408 ) Total other income (expense), net 3,403 (483 ) (2,865 ) (456 ) (646 ) (1,047 ) INCOME (LOSS) BEFORE INCOME TAXES 3,399 (483 ) (3,102 ) 1,115 (646 ) 283 Income tax benefit (expense) 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 Balance Sheets December 31, 2017 (Successor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) ASSETS CURRENT ASSETS Cash and cash equivalents $ 13 — 175 109 — 297 Restricted cash and securities — — 1 4 — 5 Assets held for sale 68 — 5 67 — 140 Accounts receivable — — 26 722 — 748 Accounts receivable - affiliate — — 60 4 (51 ) 13 Advances to affiliates 16,251 21,032 — 5,200 (42,483 ) — Note receivable - affiliate 1,825 — — — — 1,825 Other — — 54 63 — 117 Total Current Assets 18,157 21,032 321 6,169 (42,534 ) 3,145 NET PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment — — 3,285 6,270 — 9,555 Accumulated depreciation — — (48 ) (95 ) — (143 ) Net property, plant and equipment — — 3,237 6,175 — 9,412 Restricted cash and securities 19 — 10 — — 29 GOODWILL AND OTHER ASSETS Goodwill — — 1,200 9,637 — 10,837 Customer relationships, net — — 4,324 4,521 — 8,845 Other intangible assets, net — — 378 — — 378 Investment in subsidiaries 16,954 18,403 3,616 — (38,973 ) — Deferred tax assets 280 1,795 — 122 (1,771 ) 426 Other, net — — 32 31 — 63 Total goodwill and other assets 17,234 20,198 9,550 14,311 (40,744 ) 20,549 TOTAL ASSETS 35,410 41,230 13,118 26,655 (83,278 ) 33,135 LIABILITIES AND MEMBER'S/STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES — Current maturities of long-term debt — — 2 6 — 8 Accounts payable — 1 323 371 — 695 Accounts payable - affiliate 11 — — 81 (51 ) 41 Accrued expenses and other liabilities Income and other taxes — — 55 45 — 100 Salaries and benefits — — 109 27 — 136 Interest 11 91 — 7 — 109 Current portion of deferred revenue — — 127 131 — 258 Current portion of deferred revenue - affiliate — — 2 — — 2 Other 16 — 23 18 — 57 Due to affiliates — — 42,483 — (42,483 ) — Total current liabilities 38 92 43,124 686 (42,534 ) 1,406 LONG-TERM DEBT 616 10,096 13 157 — 10,882 DEFERRED CREDITS AND OTHER LIABILITES Deferred credits — — 841 252 — 1,093 Deferred credits - affiliate — — 5 1 — 6 Deferred tax liability 648 — 870 465 (1,771 ) 212 Other 1 1 98 164 — 264 Total deferred revenues and other liabilities 649 1 1,814 882 (1,771 ) 1,575 COMMITMENTS AND CONTINGENCIES MEMBER'S/STOCKHOLDERS' EQUITY (DEFICIT) 34,107 31,041 (31,833 ) 24,930 (38,973 ) 19,272 TOTAL LIABILITIES AND MEMBER'S/STOCKHOLDERS' EQUITY (DEFICIT) $ 35,410 41,230 13,118 26,655 (83,278 ) 33,135 Condensed Consolidating Balance Sheets December 31, 2016 (Predecessor) Level 3 Parent, LLC 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 Accounts receivable — — 26 686 — 712 Advances to 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 NET PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment — — 10,424 10,964 — 21,388 Accumulated Depreciation — — (6,555 ) (4,694 ) — (11,249 ) Net property, plant and equipment — — 3,869 6,270 — 10,139 Restricted cash and securities 22 — 9 — — 31 GOODWILL AND OTHER ASSETS Goodwill — — 352 7,377 — 7,729 Customer relationships, net — — — 860 — 860 Other intangible assets, net — — 1 54 55 Investment in subsidiaries 16,869 17,599 3,674 — (38,142 ) — Deferred tax assets 51 2,687 — 632 — 3,370 Other, net — — 16 35 — 51 Total goodwill and other assets 16,920 20,286 4,043 8,958 (38,142 ) 12,065 TOTAL ASSETS $ 33,989 42,001 9,735 18,232 (79,069 ) 24,888 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Current maturities of long-term debt — — 2 5 — 7 Accounts payable — — 307 399 — 706 Accrued expenses and other liabilities Income and other taxes — — 103 13 — 116 Salaries and benefits — — 160 35 — 195 Interest 11 110 — 8 — 129 Due to affiliates — — 40,927 — (40,927 ) — Current portion of deferred revenue — — 116 150 — 266 Other — — 24 28 — 52 Total current liabilities 11 110 41,639 638 (40,927 ) 1,471 LONG-TERM DEBT 592 10,108 13 164 — 10,877 DEFERRED REVENUES AND OTHER LIABILITES Deferred credits — — 719 282 — 1,001 Deferred tax liability — — — 248 — 248 Other 16 — 155 203 — 374 Total deferred revenues and other liabilities 16 — 874 733 — 1,623 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 Statements of Cash Flows For the period ended December 31, 2017 (Successor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (1 ) — 172 137 — 308 INVESTING ACTIVITIES Capital expenditures — — (110 ) (97 ) — (207 ) Note receivable - affiliate — — (1,825 ) — — (1,825 ) Net cash used in investing activities — — (1,935 ) (97 ) — (2,032 ) FINANCING ACTIVITIES Payments of long-term debt — — — (1 ) — (1 ) Distributions (250 ) — — — — (250 ) Increase (decrease) due to from affiliate, net 250 — (250 ) — — — Net cash used in financing activities — — (250 ) (1 ) — (251 ) Effect of exchange rates on cash, cash equivalents and restricted cash and securities — — — (2 ) — (2 ) Net increase (decrease) in cash, cash equivalents and restricted cash and securities (1 ) — (2,013 ) 37 — (1,977 ) Cash, cash equivalents and restricted cash and securities at beginning of period 33 — 2,199 76 — 2,308 Cash, cash equivalents and restricted cash and securities at end of period $ 32 — 186 113 — 331 Condensed Consolidating Statements of Cash Flows For the period ended October 31, 2017 (Predecessor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (61 ) (401 ) 1,615 761 — 1,914 INVESTING ACTIVITIES Capital expenditures — — (667 ) (452 ) — (1,119 ) Purchase of marketable securities — — (1,127 ) — — (1,127 ) Maturity of marketable securities — — 1,127 — — 1,127 Proceeds from sale of property, plant and equipment and other assets — — 1 — — 1 Net cash used in investing activities — — (666 ) (452 ) — (1,118 ) FINANCING ACTIVITIES Net proceeds from issuance of long-term debt — 4,569 — — — 4,569 Payments of long-term debt — (4,911 ) 1 (7 ) — (4,917 ) Increase (decrease) due from/to affiliates, net 57 743 (460 ) (340 ) — — Net cash provided by (used in) financing activities 57 401 (459 ) (347 ) — (348 ) Effect of exchange rates on cash, cash equivalents and restricted cash and securities — — — 3 — 3 Net increase (decrease) in cash, cash equivalents, and restricted cash and securities (4 ) — 490 (35 ) — 451 Cash, cash equivalents and restricted cash and securities at beginning of period 37 — 1,710 110 — 1,857 Cash, cash equivalents and restricted cash and securities at end of period $ 33 — 2,200 75 — 2,308 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2016 (Predecessor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (49 ) (468 ) 565 2,295 — 2,343 INVESTING ACTIVITIES Capital expenditures — — (704 ) (630 ) — (1,334 ) Proceeds from sale of property, plant and equipment and other assets — — 1 2 — 3 Net cash used in investing activities — — (703 ) (628 ) — (1,331 ) FINANCING ACTIVITIES Net proceeds from issuance of long-term debt — 764 — — — 764 Payments of long-term debt — (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, cash equivalents, restricted cash and securities — — — (3 ) — (3 ) Net increase (decrease) in cash, cash equivalents, and restricted cash and securities (2 ) (6 ) 968 (7 ) — 953 Cash, cash equivalents and restricted cash and securities at beginning of period 39 6 742 117 — 904 Cash, cash equivalents and restricted cash and securities at end of period $ 37 — 1,710 110 — 1,857 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2015 (Predecessor) Level 3 Parent, LLC Level 3 Financing, Inc. Level 3 Communications, LLC Other Non-Guarantor Subsidiaries Eliminations Total (Dollars in millions) OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (41 ) (617 ) 193 2,320 — 1,855 INVESTING ACTIVITIES Capital expenditures — — (453 ) (776 ) — (1,229 ) Cash related to deconsolidated Venezuela operations — — — (83 ) — (83 ) Proceeds from sale of property, plant and equipment and other assets — — — 4 — 4 Other — — (14 ) — — (14 ) Net cash used in investing activities — — (467 ) (855 ) — (1,322 ) FINANCING ACTIVITIES Net proceeds from issuance of long-term debt — 4,832 — — — 4,832 Payments of long-term debt (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, cash equivalents, restricted cash and securities — — — (18 ) — (18 ) Net increase (decrease) in cash, cash equivalents, and restricted cash and securities 29 1 417 (151 ) — 296 Cash, cash equivalents and restricted cash and securities at beginning of period 10 5 325 268 — 608 Cash, cash equivalents and restricted cash and securities at end of period $ 39 6 742 117 — 904 |