Condensed Consolidating Financial Information | (11) 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 March 31, 2019 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 $ — — 955 1,036 — 1,991 Operating revenue - affiliates — — 55 202 (202 ) 55 Total operating revenue — — 1,010 1,238 (202 ) 2,046 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 504 463 — 967 Selling, general and administrative — 1 369 160 (202 ) 328 Operating expenses - affiliates — — 22 24 — 46 Depreciation and amortization — — 145 245 — 390 Goodwill Impairment — — 1,369 2,339 — 3,708 Total operating expenses — 1 2,409 3,231 (202 ) 5,439 OPERATING (LOSS) INCOME — (1 ) (1,399 ) (1,993 ) — (3,393 ) OTHER (EXPENSE) INCOME Interest income - affiliate 16 — — — — 16 Interest expense (8 ) (119 ) — (4 ) — (131 ) Interest income (expense) - intercompany, net 933 164 (1,760 ) 663 — — Equity in net (losses) earnings of subsidiaries (4,519 ) (4,593 ) (1,797 ) — 10,909 — Other (expense) income, net (8 ) — 13 7 — 12 Total other (expense) income, net (3,586 ) (4,548 ) (3,544 ) 666 10,909 (103 ) (LOSS) INCOME BEFORE INCOME TAXES (3,586 ) (4,549 ) (4,943 ) (1,327 ) 10,909 (3,496 ) Income tax (benefit) expense — (30 ) 18 101 — 89 NET (LOSS) INCOME (3,586 ) (4,519 ) (4,961 ) (1,428 ) 10,909 (3,585 ) Other comprehensive income (loss), net of income taxes 3 — — 3 (3 ) 3 COMPREHENSIVE (LOSS) INCOME $ (3,583 ) (4,519 ) (4,961 ) (1,425 ) 10,906 (3,582 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2018 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 $ — — 956 1,106 — 2,062 Operating revenue - affiliates — — 25 40 (40 ) 25 Total operating revenue — — 981 1,146 (40 ) 2,087 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 589 409 — 998 Selling, general and administrative expenses — 1 259 124 (40 ) 344 Operating expenses - affiliates — — 53 — — 53 Depreciation and amortization — — 170 261 — 431 Total operating expenses — 1 1,071 794 (40 ) 1,826 OPERATING INCOME (LOSS) — (1 ) (90 ) 352 — 261 OTHER INCOME (EXPENSE) Interest income - affiliate 16 — — — — 16 Interest expense (8 ) (108 ) (1 ) (3 ) — (120 ) Interest income (expense) - intercompany, net 355 608 (881 ) (82 ) — — Equity in net earnings (losses) of subsidiaries (315 ) (839 ) (1 ) — 1,155 — Other income, net — — 1 6 — 7 Total other income (expense), net 48 (339 ) (882 ) (79 ) 1,155 (97 ) INCOME (LOSS) BEFORE INCOME TAXES 48 (340 ) (972 ) 273 1,155 164 Income tax (benefit) expense (14 ) (25 ) 47 94 — 102 NET INCOME (LOSS) 62 (315 ) (1,019 ) 179 1,155 62 Other comprehensive income (loss), net of income taxes 72 — — 72 (72 ) 72 COMPREHENSIVE INCOME (LOSS) $ 134 (315 ) (1,019 ) 251 1,083 134 Condensed Consolidating Balance Sheets March 31, 2019 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 $ 18 — 140 59 — 217 Restricted cash — — — 2 — 2 Accounts receivable — — 45 654 — 699 Intercompany advances 17,556 24,004 7,829 2,887 (52,276 ) — Note receivable - affiliate 1,825 — — — — 1,825 Other — 9 138 135 — 282 Total current assets 19,399 24,013 8,152 3,737 (52,276 ) 3,025 Property, plant, and equipment, net — — 3,225 6,262 — 9,487 GOODWILL AND OTHER ASSETS Goodwill — — 362 7,050 — 7,412 Operating lease assets — — 1,294 500 (548 ) 1,246 Restricted cash 16 — 8 1 — 25 Customer relationships, net — — 3,627 3,771 — 7,398 Other intangible assets, net — — 420 2 — 422 Investment in subsidiaries 11,023 13,322 2,064 — (26,409 ) — Other, net 274 1,450 102 221 (1,390 ) 657 Total goodwill and other assets 11,313 14,772 7,877 11,545 (28,347 ) 17,160 TOTAL ASSETS $ 30,712 38,785 19,254 21,544 (80,623 ) 29,672 LIABILITIES AND MEMBER'S EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ — — — 7 — 7 Accounts payable — — 336 318 — 654 Accounts payable - affiliates 80 16 283 (14 ) — 365 Accrued expenses and other liabilities Salaries and benefits — — 120 31 — 151 Income and other taxes — 6 57 42 — 105 Current operating lease liabilities — — 288 153 (117 ) 324 Interest 3 86 1 4 — 94 Intercompany payables — — 47,248 5,028 (52,276 ) — Other 2 1 4 55 — 62 Current portion of deferred revenue — — 162 148 — 310 Total current liabilities 85 109 48,499 5,772 (52,393 ) 2,072 LONG-TERM DEBT 612 10,061 6 149 — 10,828 DEFERRED REVENUE AND OTHER LIABILITIES Deferred revenue — — 964 211 — 1,175 Deferred income taxes, net 56 — 817 770 (1,390 ) 253 Noncurrent operating lease liabilities — — 1,037 363 (431 ) 969 Other — — 148 157 — 305 Total deferred revenue and other liabilities 56 — 2,966 1,501 (1,821 ) 2,702 MEMBER'S EQUITY (DEFICIT) 29,959 28,615 (32,217 ) 14,122 (26,409 ) 14,070 TOTAL LIABILITIES AND MEMBER'S EQUITY $ 30,712 38,785 19,254 21,544 (80,623 ) 29,672 Condensed Consolidating Balance Sheets December 31, 2018 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 — — — 4 — 4 Accounts receivable — — 70 642 — 712 Intercompany advances 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 Property, plant, and equipment, net — — 3,136 6,317 — 9,453 GOODWILL AND OTHER ASSETS Goodwill — — 1,665 9,454 — 11,119 Restricted cash 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 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 Intercompany payables — — 45,347 5,913 (51,260 ) — Other 3 1 8 66 — 78 Current portion of deferred revenue — — 168 142 — 310 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 LIABILITIES Deferred revenue — — 971 210 — 1,181 Deferred income taxes, net 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 MEMBER'S EQUITY (DEFICIT) 33,766 33,134 (27,256 ) 15,550 (37,317 ) 17,877 TOTAL LIABILITIES AND MEMBER'S EQUITY $ 34,511 43,296 21,088 23,305 (89,909 ) 32,291 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2019 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 operating activities $ 17 — 389 77 — 483 INVESTING ACTIVITIES Capital expenditures — — (189 ) (96 ) — (285 ) Net cash used in investing activities — — (189 ) (96 ) — (285 ) FINANCING ACTIVITIES Distributions (225 ) — — — — (225 ) Other — — — (1 ) — (1 ) Increase (decrease) due from affiliate, net 225 — (225 ) — — — Net cash used in financing activities — — (225 ) (1 ) — (226 ) Net increase (decrease) in cash, cash equivalents and restricted cash 17 — (25 ) (20 ) — (28 ) Cash, cash equivalents and restricted cash at beginning of period 17 — 173 82 — 272 Cash, cash equivalents and restricted cash at end of period $ 34 — 148 62 — 244 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2018 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 $ (8 ) — 490 89 — 571 INVESTING ACTIVITIES Capital expenditures — — (142 ) (110 ) — (252 ) Proceeds from sale of property, plant and equipment and other assets — — — 1 — 1 Deposits received on assets held for sale 34 — — — — 34 Net cash provided by (used in) investing activities 34 — (142 ) (109 ) — (217 ) FINANCING ACTIVITIES Distributions (390 ) — — — — (390 ) Other — — — (2 ) — (2 ) Increase (decrease) due from/to affiliates, net 390 — (390 ) — — — Net cash used in financing activities — — (390 ) (2 ) — (392 ) Net increase (decrease) in cash, cash equivalents and restricted cash 26 — (42 ) (22 ) — (38 ) Cash, cash equivalents and restricted cash at beginning of period 32 — 186 113 — 331 Cash, cash equivalents and restricted cash at end of period $ 58 — 144 91 — 293 |