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) Three Months Ended June 30, 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 $ — — 953 1,023 — 1,976 Operating revenue - affiliates — — 54 215 (231 ) 38 Total operating revenue — — 1,007 1,238 (231 ) 2,014 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 464 455 — 919 Selling, general and administrative — 2 393 183 (231 ) 347 Operating expenses - affiliates — — 65 22 — 87 Depreciation and amortization — — 163 226 — 389 Goodwill Impairment — — — Total operating expenses — 2 1,085 886 (231 ) 1,742 OPERATING (LOSS) INCOME — (2 ) (78 ) 352 — 272 OTHER INCOME (EXPENSE) Interest income - affiliate 16 — — — — 16 Interest (expense) income (8 ) (120 ) 3 (5 ) — (130 ) Interest income (expense) - intercompany, net 948 162 (1,786 ) 675 1 — Equity in net (losses) earnings of subsidiaries (848 ) (918 ) 561 — 1,205 — Other income (expense), net 6 — (5 ) 2 — 3 Total other income (expense), net 114 (876 ) (1,227 ) 672 1,206 (111 ) INCOME (LOSS) BEFORE INCOME TAXES 114 (878 ) (1,305 ) 1,024 1,206 161 Income tax expense (benefit) 3 (30 ) (18 ) 96 — 51 NET INCOME (LOSS) 111 (848 ) (1,287 ) 928 1,206 110 Other comprehensive (loss), net of income taxes (8 ) — — (8 ) 8 (8 ) COMPREHENSIVE INCOME (LOSS) $ 103 (848 ) (1,287 ) 920 1,214 102 Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended June 30, 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 $ — — 977 1,048 — 2,025 Operating revenue - affiliates — — 6 64 (43 ) 27 Total operating revenue — — 983 1,112 (43 ) 2,052 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 600 380 — 980 Selling, general and administrative expenses — 2 286 143 (43 ) 388 Operating expenses - affiliates — — 37 18 — 55 Depreciation and amortization — — 174 259 — 433 Total operating expenses — 2 1,097 800 (43 ) 1,856 OPERATING (LOSS) INCOME — (2 ) (114 ) 312 — 196 OTHER INCOME (EXPENSE) Interest income - affiliate 16 — — — — 16 Interest expense (8 ) (113 ) — (4 ) 1 (124 ) Interest income (expense) - intercompany, net 348 604 (878 ) (74 ) — — Equity in net losses of subsidiaries (316 ) (832 ) — — 1,148 — Other income (expense), net — — 3 (6 ) (1 ) (4 ) Total other income (expense), net 40 (341 ) (875 ) (84 ) 1,148 (112 ) INCOME (LOSS) BEFORE INCOME TAXES 40 (343 ) (989 ) 228 1,148 84 Income tax (benefit) expense — (27 ) (13 ) 84 — 44 NET INCOME (LOSS) 40 (316 ) (976 ) 144 1,148 40 Other comprehensive loss, net of income taxes (235 ) — — (235 ) 235 (235 ) COMPREHENSIVE LOSS $ (195 ) (316 ) (976 ) (91 ) 1,383 (195 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Six Months Ended June 30, 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 $ — — 1,908 2,059 — 3,967 Operating revenue - affiliates — — 109 417 (433 ) 93 Total operating revenue — — 2,017 2,476 (433 ) 4,060 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 968 918 — 1,886 Selling, general and administrative — 3 762 343 (433 ) 675 Operating expenses - affiliates — — 87 46 — 133 Depreciation and amortization — — 308 471 — 779 Goodwill Impairment — — 1,369 2,339 — 3,708 Total operating expenses — 3 3,494 4,117 (433 ) 7,181 OPERATING (LOSS) INCOME — (3 ) (1,477 ) (1,641 ) — (3,121 ) OTHER (EXPENSE) INCOME Interest income - affiliate 32 — — — — 32 Interest expense (income) (16 ) (239 ) 3 (9 ) — (261 ) Interest income (expense) - intercompany, net 1,881 326 (3,546 ) 1,338 1 — Equity in net losses of subsidiaries (5,367 ) (5,511 ) (1,236 ) — 12,114 — Other (expense) income, net (2 ) — 8 9 — 15 Total other (expense) income, net (3,472 ) (5,424 ) (4,771 ) 1,338 12,115 (214 ) (LOSS) INCOME BEFORE INCOME TAXES (3,472 ) (5,427 ) (6,248 ) (303 ) 12,115 (3,335 ) Income tax expense (benefit) 3 (60 ) — 197 — 140 NET (LOSS) INCOME (3,475 ) (5,367 ) (6,248 ) (500 ) 12,115 (3,475 ) Other comprehensive (loss) income, net of income taxes (5 ) — — (5 ) 5 (5 ) COMPREHENSIVE (LOSS) INCOME $ (3,480 ) (5,367 ) (6,248 ) (505 ) 12,120 (3,480 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Six Months Ended June 30, 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 $ — — 1,933 2,154 — 4,087 Operating revenue - affiliates — — 31 104 (83 ) 52 Total operating revenue — — 1,964 2,258 (83 ) 4,139 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 1,189 789 — 1,978 Selling, general and administrative — 3 545 267 (83 ) 732 Operating expenses - affiliates — — 90 18 — 108 Depreciation and amortization — — 344 520 — 864 Total operating expenses — 3 2,168 1,594 (83 ) 3,682 OPERATING (LOSS) INCOME — (3 ) (204 ) 664 — 457 OTHER (EXPENSE) INCOME Interest income - affiliate 32 — — — — 32 Interest expense (16 ) (221 ) (1 ) (7 ) 1 (244 ) Interest income (expense) - intercompany, net 703 1,212 (1,759 ) (156 ) — — Equity in net (losses) earnings of subsidiaries (631 ) (1,671 ) (1 ) — 2,303 — Other income (expense), net — — 4 — (1 ) 3 Total other income (expense), net 88 (680 ) (1,757 ) (163 ) 2,303 (209 ) INCOME (LOSS) BEFORE INCOME TAXES 88 (683 ) (1,961 ) 501 2,303 248 Income tax (benefit) expense (14 ) (52 ) 34 178 — 146 NET INCOME (LOSS) 102 (631 ) (1,995 ) 323 2,303 102 Other comprehensive loss, net of income taxes (163 ) — — (163 ) 163 (163 ) COMPREHENSIVE (LOSS) INCOME $ (61 ) (631 ) (1,995 ) 160 2,466 (61 ) Condensed Consolidating Balance Sheets June 30, 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 $ 3 — 157 68 — 228 Restricted cash — — — 3 — 3 Accounts receivable — — 103 668 — 771 Intercompany advances 18,195 24,063 7,783 2,940 (52,981 ) — Note receivable - affiliate 1,825 — — — — 1,825 Other — — 137 174 — 311 Total current assets 20,023 24,063 8,180 3,853 (52,981 ) 3,138 Property, plant, and equipment, net — — 3,384 6,270 — 9,654 GOODWILL AND OTHER ASSETS Goodwill — — 423 6,985 — 7,408 Operating lease assets — — 1,302 414 (533 ) 1,183 Restricted cash 12 — 8 2 — 22 Customer relationships, net — — 3,546 3,673 — 7,219 Other intangible assets, net — — 429 3 — 432 Investment in subsidiaries 10,175 12,404 2,625 — (25,204 ) — Other, net 271 1,482 118 146 (1,390 ) 627 Total goodwill and other assets 10,458 13,886 8,451 11,223 (27,127 ) 16,891 TOTAL ASSETS $ 30,481 37,949 20,015 21,346 (80,108 ) 29,683 LIABILITIES AND MEMBER'S EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ — — — 7 — 7 Accounts payable — 31 387 359 — 777 Accounts payable - affiliates 80 16 371 (9 ) — 458 Accrued expenses and other liabilities Salaries and benefits — — 160 37 — 197 Income and other taxes — 6 39 72 — 117 Current operating lease liabilities — — 272 90 (93 ) 269 Interest 12 75 1 3 — 91 Intercompany payables — — 49,046 3,934 (52,980 ) — Other — — 4 63 — 67 Current portion of deferred revenue — — 140 157 — 297 Total current liabilities 92 128 50,420 4,713 (53,073 ) 2,280 LONG-TERM DEBT 612 10,054 6 148 — 10,820 DEFERRED REVENUE AND OTHER LIABILITIES Deferred revenue — — 1,044 192 — 1,236 Deferred income taxes, net 56 — 817 774 (1,390 ) 257 Noncurrent operating lease liabilities — — 1,077 325 (440 ) 962 Other — — 152 144 — 296 Total deferred revenue and other liabilities 56 — 3,090 1,435 (1,830 ) 2,751 MEMBER'S EQUITY (DEFICIT) 29,721 27,767 (33,501 ) 15,050 (25,205 ) 13,832 TOTAL LIABILITIES AND MEMBER'S EQUITY $ 30,481 37,949 20,015 21,346 (80,108 ) 29,683 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 Six Months Ended June 30, 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 $ (2 ) — 891 234 — 1,123 INVESTING ACTIVITIES Capital expenditures — — (335 ) (241 ) — (576 ) Proceeds from sale of property, plant and equipment and other assets — — 1 — — 1 Net cash used in investing activities — — (334 ) (241 ) — (575 ) FINANCING ACTIVITIES Distributions (565 ) — — — — (565 ) Other — — — (2 ) — (2 ) Increase (decrease) due from affiliate, net 565 — (565 ) — — — Net cash used in financing activities — — (565 ) (2 ) — (567 ) Net increase (decrease) in cash, cash equivalents and restricted cash (2 ) — (8 ) (9 ) — (19 ) Cash, cash equivalents and restricted cash at beginning of period 17 — 173 82 — 272 Cash, cash equivalents and restricted cash at end of period $ 15 — 165 73 — 253 Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 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 $ (85 ) — 899 204 — 1,018 INVESTING ACTIVITIES Capital expenditures — — (289 ) (257 ) — (546 ) Proceeds from sale of property, plant and equipment and other assets 68 — — 51 — 119 Net cash provided by (used in) investing activities 68 — (289 ) (206 ) — (427 ) FINANCING ACTIVITIES Distributions (605 ) — — — — (605 ) Other — — — (5 ) — (5 ) Increase (decrease) due from/to affiliates, net 605 — (605 ) — — — Net cash used in financing activities — — (605 ) (5 ) — (610 ) Net (decrease) increase in cash, cash equivalents and restricted cash (17 ) — 5 (7 ) — (19 ) Cash, cash equivalents and restricted cash at beginning of period 32 — 186 113 — 331 Cash, cash equivalents and restricted cash at end of period $ 15 — 191 106 — 312 |