Condensed Consolidating Financial Information | (12) 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) Three Months Ended September 30, 2018 (Successor) 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 $ — — 951 1,033 — 1,984 Operating revenues - affiliate — — 50 47 (71 ) 26 Total operating revenues — — 1,001 1,080 (71 ) 2,010 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 538 438 — 976 Selling, general and administrative — — 333 49 (71 ) 311 Operating expenses - affiliates — — 50 15 — 65 Depreciation and amortization — — 176 255 — 431 Total operating expenses — — 1,097 757 (71 ) 1,783 OPERATING INCOME (LOSS) — — (96 ) 323 — 227 OTHER INCOME (EXPENSE) Interest income — — — (2 ) 1 (1 ) Interest income - affiliate 16 — — 2 — 18 Interest expense (8 ) (118 ) (2 ) (8 ) (1 ) (137 ) Interest income (expense) - intercompany, net 771 234 (997 ) (8 ) — — Equity in net earnings (losses) of subsidiaries (690 ) (834 ) 452 — 1,072 — Other income, net (3 ) — (1 ) 23 — 19 Total other income (expense) 86 (718 ) (548 ) 7 1,072 (101 ) INCOME (LOSS) BEFORE INCOME TAXES 86 (718 ) (644 ) 330 1,072 126 Income tax benefit (expense) 2 28 18 (86 ) — (38 ) NET INCOME (LOSS) 88 (690 ) (626 ) 244 1,072 88 Other comprehensive income (loss), net of income taxes (1 ) — — (1 ) 1 (1 ) COMPREHENSIVE INCOME (LOSS) $ 87 (690 ) (626 ) 243 1,073 87 Condensed Consolidating Statements of Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (Successor) 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 $ — — 2,884 3,187 — 6,071 Operating revenues - affiliate — — 81 151 (154 ) 78 Total operating revenues — — 2,965 3,338 (154 ) 6,149 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 1,727 1,227 — 2,954 Selling, general and administrative — 3 878 234 (72 ) 1,043 Operating expenses - affiliate — — 140 115 (82 ) 173 Depreciation and amortization — — 520 775 — 1,295 Total operating expenses — 3 3,265 2,351 (154 ) 5,465 OPERATING INCOME (LOSS) — (3 ) (300 ) 987 — 684 OTHER INCOME (EXPENSE) Interest income — — 1 (1 ) — — Interest income - affiliate 48 — — 2 — 50 Interest expense (24 ) (339 ) (3 ) (15 ) — (381 ) Interest income (expense) - intercompany, net 1,474 1,446 (2,756 ) (164 ) — — Equity in net earnings (losses) of subsidiaries (1,321 ) (2,505 ) 451 — 3,375 — Other income, net (3 ) — 2 22 — 21 Total other income (expense) 174 (1,398 ) (2,305 ) (156 ) 3,375 (310 ) INCOME (LOSS) BEFORE INCOME TAXES 174 (1,401 ) (2,605 ) 831 3,375 374 Income tax benefit (expense) 16 80 (16 ) (264 ) — (184 ) NET INCOME (LOSS) 190 (1,321 ) (2,621 ) 567 3,375 190 Other comprehensive income (loss), net of income taxes (164 ) — — (164 ) 164 (164 ) COMPREHENSIVE INCOME (LOSS) $ 26 (1,321 ) (2,621 ) 403 3,539 26 Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended September 30, 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 $ — — 932 1,168 (41 ) 2,059 Operating revenues - affiliate — — — — — — Total operating revenues — — 932 1,168 (41 ) 2,059 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 600 487 (41 ) 1,046 Selling, general and administrative expenses 2 1 272 79 — 354 Operating expenses - affiliate — — — — — — Depreciation and amortization — — 97 213 — 310 Total operating expenses 2 1 969 779 (41 ) 1,710 OPERATING INCOME (LOSS) (2 ) (1 ) (37 ) 389 — 349 OTHER INCOME (EXPENSE) Interest income — — 6 — — 6 Interest income - affiliate — — — — — — Interest expense (9 ) (121 ) — (4 ) — (134 ) Interest income (expense) - intercompany, net 377 562 (868 ) (71 ) — — Equity in net earnings (losses) of subsidiaries (212 ) (614 ) 215 — 611 — Other income, net — — 12 — — 12 Total other income (expense) 156 (173 ) (635 ) (75 ) 611 (116 ) INCOME (LOSS) BEFORE INCOME TAXES 154 (174 ) (672 ) 314 611 233 Income tax benefit (expense) 3 (38 ) (1 ) (40 ) — (76 ) NET INCOME (LOSS) 157 (212 ) (673 ) 274 611 157 Other comprehensive income (loss), net of income taxes 44 — — 44 (44 ) 44 COMPREHENSIVE INCOME (LOSS) $ 201 (212 ) (673 ) 318 567 201 Condensed Consolidating Statements of Comprehensive Income (Loss) Nine Months Ended September 30, 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 $ — — 2,786 3,499 (116 ) 6,169 Operating revenues - affiliate — — — — — — Total operating revenues — — 2,786 3,499 (116 ) 6,169 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 1,785 1,463 (116 ) 3,132 Selling, general and administrative expenses 4 3 843 235 — 1,085 Operating expenses - affiliate — — — — — — Depreciation and amortization — — 276 637 — 913 Total operating expenses 4 3 2,904 2,335 (116 ) 5,130 OPERATING INCOME (LOSS) (4 ) (3 ) (118 ) 1,164 — 1,039 OTHER INCOME (EXPENSE) Interest income — — 11 — — 11 Interest income - affiliate — — — — — — Interest expense (27 ) (358 ) (2 ) (12 ) — (399 ) Interest income (expense) - intercompany, net 1,132 1,703 (2,605 ) (230 ) — — Equity in net earnings (losses) of subsidiaries (703 ) (1,892 ) 618 — 1,977 — Loss on modification and extinguishment of debt — (44 ) — — — (44 ) Other income, net — — 15 (1 ) — 14 Total other income (expense) 402 (591 ) (1,963 ) (243 ) 1,977 (418 ) INCOME (LOSS) BEFORE INCOME TAXES 398 (594 ) (2,081 ) 921 1,977 621 Income tax benefit (expense) 8 (109 ) (3 ) (111 ) — (215 ) NET INCOME (LOSS) 406 (703 ) (2,084 ) 810 1,977 406 Other comprehensive income (loss), net of income taxes 106 — — 106 (106 ) 106 COMPREHENSIVE INCOME (LOSS) $ 512 (703 ) (2,084 ) 916 1,871 512 Condensed Consolidating Balance Sheets September 30, 2018 (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 $ 36 — 73 79 — 188 Restricted cash and securities — — 1 2 — 3 Assets held for sale — — 1 14 — 15 Accounts receivable — — 24 691 — 715 Accounts receivable - affiliate — — — — — — Intercompany advances 16,935 23,527 (106 ) 10,478 (50,834 ) — Note receivable - affiliate 1,825 — — — — 1,825 Other — — 122 168 — 290 Total current assets 18,796 23,527 115 11,432 (50,834 ) 3,036 Property, plant, and equipment, net — — 3,137 6,137 — 9,274 Restricted cash and securities 15 — 10 — — 25 GOODWILL AND OTHER ASSETS Goodwill — — 9,576 1,556 — 11,132 Customer relationships, net — — 3,815 3,986 — 7,801 Other intangible assets, net — — 373 28 — 401 Investment in subsidiaries 16,265 18,667 4,057 — (38,989 ) — Deferred tax assets 283 1,902 203 (154 ) (1,771 ) 463 Other, net — — 75 57 — 132 Total goodwill and other assets 16,548 20,569 18,099 5,473 (40,760 ) 19,929 TOTAL ASSETS $ 35,359 44,096 21,361 23,042 (91,594 ) 32,264 LIABILITIES AND MEMBER'S EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ — — 1 5 — 6 Accounts payable 17 57 215 330 — 619 Accounts payable - affiliate (4 ) (3 ) 93 2 — 88 Income and other taxes 17 3 59 35 — 114 Salaries and benefits — — 196 37 — 233 Interest 3 87 1 5 — 96 Current portion of deferred revenue — — 147 141 — 288 Current portion of deferred revenue, affiliate — — 45,320 5,514 (50,834 ) — Intercompany payables — — — — — — Other — 1 1 70 — 72 Total current liabilities 33 145 46,033 6,139 (50,834 ) 1,516 LONG-TERM DEBT 614 10,075 7 152 — 10,848 DEFERRED REVENUE AND OTHER LIABILITIES Deferred revenues — — 962 219 — 1,181 Deferred income taxes 651 19 837 453 (1,771 ) 189 Other — — 170 188 — 358 Total deferred revenue and other liabilities 651 19 1,969 860 (1,771 ) 1,728 COMMITMENTS AND CONTINGENCIES MEMBER'S EQUITY (DEFICIT) 34,061 33,857 (26,648 ) 15,891 (38,989 ) 18,172 TOTAL LIABILITIES AND MEMBER'S EQUITY $ 35,359 44,096 21,361 23,042 (91,594 ) 32,264 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 Intercompany advances 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 Property, plant, and equipment, net — — 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 EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ — — 2 6 — 8 Accounts payable — 1 323 371 — 695 Accounts payable - affiliate 11 — — 81 (51 ) 41 Income and other taxes — — 55 45 — 100 Salaries and benefits — — 109 27 — 136 Interest 11 91 — 7 — 109 Current portion of deferred revenue — — 129 131 — 260 Intercompany payables — — 42,483 — (42,483 ) — Other 16 — 23 18 — 57 Total current liabilities 38 92 43,124 686 (42,534 ) 1,406 LONG-TERM DEBT 616 10,096 13 157 — 10,882 DEFERRED REVENUE AND OTHER LIABILITIES Deferred revenues — — 846 253 — 1,099 Deferred income taxes 648 — 870 465 (1,771 ) 212 Other 1 1 98 164 — 264 Total deferred revenue and other liabilities 649 1 1,814 882 (1,771 ) 1,575 MEMBER'S EQUITY (DEFICIT) 34,107 31,041 (31,833 ) 24,930 (38,973 ) 19,272 TOTAL LIABILITIES AND MEMBER'S EQUITY $ 35,410 41,230 13,118 26,655 (83,278 ) 33,135 Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2018 (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 provided by (used in) operating activities $ (49 ) — 1,420 256 — 1,627 INVESTING ACTIVITIES Capital expenditures — — (392 ) (334 ) — (726 ) Proceeds from the sale of property, plant and equipment and other assets 68 — — 51 — 119 Net cash provided by (used in) investing activities 68 — (392 ) (283 ) — (607 ) FINANCING ACTIVITIES Payments of long-term debt — — — (5 ) — (5 ) Distributions (1,130 ) — — — — (1,130 ) Increase (decrease) due from/to affiliates, net 1,130 — (1,130 ) — — — Net cash provided by (used in) financing activities — — (1,130 ) (5 ) — (1,135 ) Effect of exchange rates on cash, cash equivalents and restricted cash and securities — — — — — — Net increase (decrease) in cash, cash equivalents and restricted cash and securities 19 — (102 ) (32 ) — (115 ) Cash, cash equivalents and restricted cash and securities at beginning of period 32 — 186 113 — 331 Cash, cash equivalents and restricted cash and securities at end of period $ 51 — 84 81 — 216 Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 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 Provided by (Used in) Operating Activities $ (32 ) (378 ) 698 1,503 — 1,791 INVESTING ACTIVITIES Capital expenditures — — (614 ) (404 ) — (1,018 ) Purchase of marketable securities — — (1,127 ) — — (1,127 ) Maturity of marketable securities — — 1,127 — — 1,127 Proceeds from the sale of property, plant, and equipment and other assets — — 1 — — 1 Net cash provided by (used in) investing activities — — (613 ) (404 ) — (1,017 ) 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 28 720 356 (1,104 ) — — Net cash provided by (used in) financing activities 28 378 357 (1,111 ) — (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 ) — 442 (9 ) — 429 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 — 2,152 101 — 2,286 |