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 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 certain of the Level 3 Financing, Inc. Senior Notes, we have presented below the accompanying condensed consolidating financial information 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, our 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, 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 $ — — 995 1,028 — 2,023 Operating revenue - affiliates — — 61 179 (199 ) 41 Total operating revenue — — 1,056 1,207 (199 ) 2,064 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 516 444 — 960 Selling, general and administrative (25 ) 2 322 189 (199 ) 289 Operating expenses - affiliates — — 54 22 — 76 Depreciation and amortization — — 169 261 — 430 Total operating expenses (25 ) 2 1,061 916 (199 ) 1,755 OPERATING INCOME (LOSS) 25 (2 ) (5 ) 291 — 309 OTHER INCOME (EXPENSE) Interest income - affiliate 15 — — — — 15 Interest (expense) income (8 ) (115 ) 4 (4 ) — (123 ) Interest income (expense) - intercompany, net 963 161 (1,125 ) 2 (1 ) — Equity in net (losses) earnings of subsidiaries (860 ) (934 ) 188 — 1,606 — Other (expense) income, net (17 ) 4 2 (2 ) — (13 ) Total other income (expense), net 93 (884 ) (931 ) (4 ) 1,605 (121 ) INCOME (LOSS) BEFORE INCOME TAXES 118 (886 ) (936 ) 287 1,605 188 Income tax expense (benefit) 4 (26 ) 2 94 — 74 NET INCOME (LOSS) 114 (860 ) (938 ) 193 1,605 114 Other comprehensive (loss), net of income taxes (110 ) — — (110 ) 110 (110 ) COMPREHENSIVE INCOME (LOSS) $ 4 (860 ) (938 ) 83 1,715 4 Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended September 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 $ — — 951 1,033 — 1,984 Operating revenue - affiliates — — 50 47 (71 ) 26 Total operating revenue — — 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 expenses — — 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 (LOSS) INCOME — — (96 ) 323 — 227 OTHER INCOME (EXPENSE) 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 (losses) earnings of subsidiaries (690 ) (834 ) 452 — 1,072 — Other income (expense), net (3 ) — (1 ) 21 1 18 Total other income (expense), net 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 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, 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 $ — — 2,903 3,087 — 5,990 Operating revenue - affiliates — — 170 596 (632 ) 134 Total operating revenue — — 3,073 3,683 (632 ) 6,124 OPERATING EXPENSES Cost of services and products (exclusive of depreciation and amortization) — — 1,484 1,362 — 2,846 Selling, general and administrative (25 ) 5 1,084 532 (632 ) 964 Operating expenses - affiliates — — 141 68 — 209 Depreciation and amortization — — 477 732 — 1,209 Goodwill impairment — — 1,369 2,339 — 3,708 Total operating expenses (25 ) 5 4,555 5,033 (632 ) 8,936 OPERATING INCOME (LOSS) 25 (5 ) (1,482 ) (1,350 ) — (2,812 ) OTHER (EXPENSE) INCOME Interest income - affiliate 47 — — — — 47 Interest (expense) income (24 ) (354 ) 7 (13 ) — (384 ) Interest income (expense) - intercompany, net 2,844 487 (4,671 ) 1,340 — — Equity in net losses of subsidiaries (6,227 ) (6,445 ) (1,048 ) — 13,720 — Other (expense) income, net (19 ) 4 10 7 — 2 Total other (expense) income, net (3,379 ) (6,308 ) (5,702 ) 1,334 13,720 (335 ) (LOSS) INCOME BEFORE INCOME TAXES (3,354 ) (6,313 ) (7,184 ) (16 ) 13,720 (3,147 ) Income tax expense (benefit) 7 (86 ) 2 291 — 214 NET (LOSS) INCOME (3,361 ) (6,227 ) (7,186 ) (307 ) 13,720 (3,361 ) Other comprehensive (loss), net of income taxes (115 ) — — (115 ) 115 (115 ) COMPREHENSIVE LOSS $ (3,476 ) (6,227 ) (7,186 ) (422 ) 13,835 (3,476 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Nine Months Ended September 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 $ — — 2,884 3,187 — 6,071 Operating revenue - affiliates — — 81 151 (154 ) 78 Total operating revenue — — 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 - affiliates — — 140 115 (82 ) 173 Depreciation and amortization — — 520 775 — 1,295 Total operating expenses — 3 3,265 2,351 (154 ) 5,465 OPERATING (LOSS) INCOME — (3 ) (300 ) 987 — 684 OTHER (EXPENSE) INCOME 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 (losses) earnings of subsidiaries (1,321 ) (2,505 ) 451 — 3,375 — Other income (expense), net (3 ) — 3 21 — 21 Total other income (expense), net 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 loss, net of income taxes (164 ) — — (164 ) 164 (164 ) COMPREHENSIVE INCOME (LOSS) $ 26 (1,321 ) (2,621 ) 403 3,539 26 Condensed Consolidating Balance Sheets September 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 — 1,156 65 — 1,224 Restricted cash — — — 3 — 3 Accounts receivable — — 69 649 — 718 Intercompany advances 19,145 24,656 7,542 3,030 (54,373 ) — Note receivable - affiliate 1,590 — — — — 1,590 Other — — 131 178 (15 ) 294 Total current assets 20,738 24,656 8,898 3,925 (54,388 ) 3,829 Property, plant, and equipment, net — — 3,574 6,145 — 9,719 GOODWILL AND OTHER ASSETS Goodwill — — 382 7,007 — 7,389 Operating lease assets — — 1,213 378 (489 ) 1,102 Restricted cash 12 — 5 2 — 19 Customer relationships, net — — 3,465 3,561 — 7,026 Other intangible assets, net — — 434 24 — 458 Investment in subsidiaries 9,314 11,471 2,813 — (23,598 ) — Other, net 268 1,508 86 200 (1,512 ) 550 Total goodwill and other assets 9,594 12,979 8,398 11,172 (25,599 ) 16,544 TOTAL ASSETS $ 30,332 37,635 20,870 21,242 (79,987 ) 30,092 LIABILITIES AND MEMBER'S EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ — 400 — 7 — 407 Accounts payable — 2 420 331 — 753 Accounts payable - affiliates 80 16 471 — (15 ) 552 Accrued expenses and other liabilities Salaries and benefits — — 174 42 — 216 Income and other taxes — 7 67 39 — 113 Current operating lease liabilities — — 252 89 (97 ) 244 Interest 3 71 1 3 — 78 Intercompany payables — — 50,785 3,588 (54,373 ) — Other 1 1 8 61 — 71 Current portion of deferred revenue — — 159 137 — 296 Total current liabilities 84 497 52,337 4,297 (54,485 ) 2,730 LONG-TERM DEBT 611 10,231 6 147 — 10,995 DEFERRED REVENUE AND OTHER LIABILITIES Deferred revenue — — 1,055 209 — 1,264 Deferred income taxes, net 56 — 781 900 (1,512 ) 225 Noncurrent operating lease liabilities — — 989 303 (392 ) 900 Other — — 141 145 — 286 Total deferred revenue and other liabilities 56 — 2,966 1,557 (1,904 ) 2,675 MEMBER'S EQUITY (DEFICIT) 29,581 26,907 (34,439 ) 15,241 (23,598 ) 13,692 TOTAL LIABILITIES AND MEMBER'S EQUITY $ 30,332 37,635 20,870 21,242 (79,987 ) 30,092 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 Nine Months Ended September 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 (used in) provided by operating activities $ (262 ) — 1,692 414 — 1,844 INVESTING ACTIVITIES Capital expenditures — — (558 ) (424 ) — (982 ) Payments of notes receivable - affiliates 235 — — — — 235 Proceeds from sale of property, plant and equipment and other assets 25 — 1 1 — 27 Other, net — — (25 ) — — (25 ) Net cash provided by (used in) investing activities 260 — (582 ) (423 ) — (745 ) FINANCING ACTIVITIES Net proceeds from issuance of long-term debt — — 988 — — 988 Payments of long-term debt — — (401 ) (3 ) — (404 ) Distributions (709 ) — — — — (709 ) Increase (decrease) due from affiliate, net 709 — (709 ) — — — Net cash used in financing activities — — (122 ) (3 ) — (125 ) Net (decrease) increase in cash, cash equivalents and restricted cash (2 ) — 988 (12 ) — 974 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 — 1,161 70 — 1,246 Condensed Consolidating Statements of Cash Flows Nine Months Ended September 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 $ (49 ) — 1,420 256 — 1,627 INVESTING ACTIVITIES Capital expenditures — — (392 ) (334 ) — (726 ) Proceeds from 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 used in financing activities — — (1,130 ) (5 ) — (1,135 ) Net increase (decrease) in cash, cash equivalents and restricted cash 19 — (102 ) (32 ) — (115 ) Cash, cash equivalents and restricted cash at beginning of period 32 — 186 113 — 331 Cash, cash equivalents and restricted cash at end of period $ 51 — 84 81 — 216 |