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 year ended December 31, 2018 (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 revenue $ — — 3,884 4,229 — 8,113 Operating revenue - affiliates — — 130 285 (308 ) 107 Total operating revenue — — 4,014 4,514 (308 ) 8,220 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 2,209 1,728 — 3,937 Selling, general and administrative 12 3 392 1,255 (308 ) 1,354 Operating expenses - affiliates — — 176 81 — 257 Depreciation and amortization — — 688 1,016 — 1,704 Total operating expenses 12 3 3,465 4,080 (308 ) 7,252 OPERATING (LOSS) INCOME (12 ) (3 ) 549 434 — 968 OTHER INCOME (EXPENSE) Interest income (expense) - affiliates, net 2,430 1,562 (3,800 ) (125 ) — 67 Interest expense (33 ) (457 ) (3 ) (16 ) — (509 ) Equity in net (losses) earnings of subsidiaries (2,044 ) (3,257 ) 254 — 5,047 — Other income, net (9 ) — 1 19 — 11 Total other income (expense), net 344 (2,152 ) (3,548 ) (122 ) 5,047 (431 ) INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE) 332 (2,155 ) (2,999 ) 312 5,047 537 Income tax benefit (expense) 10 111 (232 ) (85 ) — (196 ) NET INCOME (LOSS) 342 (2,044 ) (3,231 ) 227 5,047 341 Other comprehensive loss, net of income taxes (195 ) — — (195 ) 195 (195 ) COMPREHENSIVE INCOME (LOSS) $ 147 (2,044 ) (3,231 ) 32 5,242 146 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 revenue $ — — 748 671 (28 ) 1,391 Operating revenue - affiliates — — 16 — — 16 Total operating revenue — — 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 - affiliates — — 24 — — 24 Depreciation and amortization — — 117 165 — 282 Total operating expenses 1 3 738 535 (28 ) 1,249 OPERATING (LOSS) INCOME (1 ) (3 ) 26 136 — 158 OTHER (EXPENSE) INCOME Interest income — — 1 — — 1 Interest income (expense) affiliates, net 262 368 (578 ) (41 ) — 11 Interest expense (5 ) (72 ) — (3 ) — (80 ) Equity in net (losses) earnings of subsidiaries (827 ) (15 ) 71 — 771 — Other income (expense), net 1 — 2 — — 3 Total other (expense) income, net (569 ) 281 (504 ) (44 ) 771 (65 ) (LOSS) INCOME BEFORE INCOME TAX (EXPENSE) BENEFIT (570 ) 278 (478 ) 92 771 93 Income tax benefit (expense) 429 (1,105 ) 433 9 — (234 ) NET (LOSS) INCOME (141 ) (827 ) (45 ) 101 771 (141 ) Other comprehensive income, net of income taxes 18 — — 18 (18 ) 18 COMPREHENSIVE (LOSS) INCOME $ (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 REVENUE Operating revenue $ — — 3,108 3,891 (129 ) 6,870 Total operating revenue — — 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 operating 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) - affiliates, 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 (expense) income, net 3 — 15 (4 ) — 14 Total other income (expense), net 418 (689 ) (2,179 ) (269 ) 2,261 (458 ) INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE) 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 REVENUE Operating revenue $ — — 3,558 4,747 (132 ) 8,173 Total operating revenue — — 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 operating 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) - affiliates, net 1,385 2,113 (3,215 ) (283 ) — — Interest expense (36 ) (505 ) (2 ) (1 ) — (544 ) Equity in net earnings (losses) 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 TAX BENEFIT (EXPENSE) 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, net of income taxes (86 ) — — (86 ) 86 (86 ) COMPREHENSIVE INCOME (LOSS) $ 591 (669 ) (2,545 ) 1,183 2,031 591 Condensed Consolidating Balance Sheets December 31, 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 $ 2 — 164 77 — 243 Restricted cash and securities - current — — — 4 — 4 Accounts receivable — — 70 642 — 712 Advances to affiliates 16,852 23,957 7,744 2,707 (51,260 ) — Note receivable - affiliate 1,825 — — — — 1,825 Other 1 3 97 133 — 234 Total current assets 18,680 23,960 8,075 3,563 (51,260 ) 3,018 NET PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment — — 3,456 7,018 — 10,474 Accumulated depreciation — — (320 ) (701 ) — (1,021 ) Net property, plant and equipment — — 3,136 6,317 — 9,453 GOODWILL AND OTHER ASSETS Goodwill — — 1,665 9,454 — 11,119 Restricted cash and securities 15 — 9 1 — 25 Customer relationships, net — — 3,823 3,744 — 7,567 Other intangible assets, net — — 409 1 — 410 Investment in subsidiaries 15,541 17,915 3,861 — (37,317 ) — Other, net 275 1,421 110 225 (1,332 ) 699 Total goodwill and other assets 15,831 19,336 9,877 13,425 (38,649 ) 19,820 TOTAL ASSETS $ 34,511 43,296 21,088 23,305 (89,909 ) 32,291 LIABILITIES AND MEMBER'S EQUITY (DEFICIT) CURRENT LIABILITIES Current maturities of long-term debt $ — — 1 5 — 6 Accounts payable — — 380 346 — 726 Accounts payable - affiliates 62 11 162 11 — 246 Accrued expenses and other liabilities Salaries and benefits — — 189 44 — 233 Income and other taxes — 4 72 54 — 130 Interest 11 78 1 5 — 95 Other 3 1 8 66 — 78 Advance billings and customer deposits — — 168 142 — 310 Due to affiliates — — 45,347 5,913 (51,260 ) — Total current liabilities 76 94 46,328 6,586 (51,260 ) 1,824 LONG-TERM DEBT 613 10,068 7 150 — 10,838 DEFERRED REVENUE AND OTHER LIABILITES Deferred revenue — — 971 210 — 1,181 Deferred tax liability 56 — 841 637 (1,332 ) 202 Other — — 197 172 — 369 Total deferred revenue and other liabilities 56 — 2,009 1,019 (1,332 ) 1,752 COMMITMENTS AND CONTINGENCIES MEMBER'S EQUITY (DEFICIT) 33,766 33,134 (27,256 ) 15,550 (37,317 ) 17,877 TOTAL LIABILITIES AND MEMBER'S EQUITY (DEFICIT) $ 34,511 43,296 21,088 23,305 (89,909 ) 32,291 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 - current — — 1 4 — 5 Accounts receivable — — 26 722 — 748 Accounts receivable - affiliates — — 60 4 (51 ) 13 Assets held for sale 68 — 5 67 — 140 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 GOODWILL AND OTHER ASSETS Goodwill — — 1,200 9,637 — 10,837 Restricted cash and securities 19 — 10 — — 29 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 ) — Other, net 280 1,795 32 153 (1,771 ) 489 Total goodwill and other assets 17,253 20,198 9,560 14,311 (40,744 ) 20,578 TOTAL ASSETS $ 35,410 41,230 13,118 26,655 (83,278 ) 33,135 LIABILITIES AND MEMBER'S EQUITY (DEFICIT) CURRENT LIABILITIES Current maturities of long-term debt $ — — 2 6 — 8 Accounts payable — 1 323 371 — 695 Accounts payable - affiliates 11 — — 81 (51 ) 41 Accrued expenses and other liabilities Salaries and benefits — — 109 27 — 136 Income and other taxes — — 55 45 — 100 Interest 11 91 — 7 — 109 Other 16 — 25 18 — 59 Advance billings and customer deposits — — 127 131 — 258 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 REVENUE AND OTHER LIABILITES Deferred revenue — — 841 252 — 1,093 Deferred tax liability 648 — 870 465 (1,771 ) 212 Other 1 1 103 165 — 270 Total deferred revenue and other liabilities 649 1 1,814 882 (1,771 ) 1,575 COMMITMENTS AND CONTINGENCIES MEMBER'S EQUITY (DEFICIT) 34,107 31,041 (31,833 ) 24,930 (38,973 ) 19,272 TOTAL LIABILITIES AND MEMBER'S EQUITY (DEFICIT) $ 35,410 41,230 13,118 26,655 (83,278 ) 33,135 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 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 (used in) provided by operating activities $ (98 ) — 2,059 436 — 2,397 INVESTING ACTIVITIES Capital expenditures — — (527 ) (511 ) — (1,038 ) Proceeds from the sale of property, plant and equipment and other assets 83 — — 51 — 134 Net cash provided by (used in) investing activities 83 — (527 ) (460 ) — (904 ) FINANCING ACTIVITIES Payments of long-term debt — — — (7 ) — (7 ) Distributions (1,545 ) — — — — (1,545 ) Increase (decrease) due to from affiliates, net 1,545 — (1,545 ) — — — Net cash used in financing activities — — (1,545 ) (7 ) — (1,552 ) Net decrease in cash, cash equivalents and restricted cash and securities (15 ) — (13 ) (31 ) — (59 ) 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 $ 17 — 173 82 — 272 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 from/to affiliates, net 250 — (250 ) — — — Other — — — (2 ) — (2 ) Net cash used in financing activities — — (250 ) (3 ) — (253 ) 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 ) — — Other — — — 3 — 3 Net cash provided by (used in) financing activities 57 401 (459 ) (344 ) — (345 ) Net (decrease) increase 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 ) — — Other — — — (3 ) — (3 ) Net cash provided by (used in) financing activities 47 462 1,106 (1,674 ) — (59 ) 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 |