LEVEL 3 PARENT, LLC, 10-Q filed on 11/9/2018
Quarterly Report
v3.10.0.1
Document and Entity Information Document - shares
9 Months Ended
Sep. 30, 2018
Nov. 08, 2018
Document and Entity Information    
Entity Registrant Name LEVEL 3 PARENT, LLC  
Entity Central Index Key 0000794323  
Document Type 10-Q  
Document Period End Date Sep. 30, 2018  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   0
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q3  
v3.10.0.1
Consolidated Statements of Operations - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
OPERATING REVENUES        
Operating revenues $ 2,010   $ 6,149  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 976   2,954  
Selling, general and administrative 311   1,043  
Operating expenses - affiliates 65   173  
Depreciation and amortization 431   1,295  
Total operating expenses 1,783   5,465  
OPERATING INCOME 227   684  
OTHER INCOME (EXPENSE)        
Interest income (1)   0  
Interest income - affiliate 18   50  
Interest expense (137)   (381)  
Loss on modification and extinguishment of debt 0   0  
Other income, net 19   21  
Total other expense, net (101)   (310)  
INCOME BEFORE INCOME TAX EXPENSE 126   374  
Income tax expense (38)   (184)  
NET INCOME 88   190  
Predecessor        
OPERATING REVENUES        
Operating revenues   $ 2,059   $ 6,169
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   1,046   3,132
Selling, general and administrative   354   1,085
Operating expenses - affiliates   0   0
Depreciation and amortization   310   913
Total operating expenses   1,710   5,130
OPERATING INCOME   349   1,039
OTHER INCOME (EXPENSE)        
Interest income   6   11
Interest income - affiliate   0   0
Interest expense   (134)   (399)
Loss on modification and extinguishment of debt   0   (44)
Other income, net   12   14
Total other expense, net   (116)   (418)
INCOME BEFORE INCOME TAX EXPENSE   233   621
Income tax expense   (76)   (215)
NET INCOME   157   406
Non-Affiliate Revenue        
OPERATING REVENUES        
Operating revenues 1,984   6,071  
Non-Affiliate Revenue | Predecessor        
OPERATING REVENUES        
Operating revenues   2,059   6,169
Affiliate Revenues        
OPERATING REVENUES        
Operating revenues $ 26   $ 78  
Affiliate Revenues | Predecessor        
OPERATING REVENUES        
Operating revenues   $ 0   $ 0
v3.10.0.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
NET INCOME $ 88   $ 190  
OTHER COMPREHENSIVE (LOSS) INCOME        
Foreign currency translation adjustments, net of ($1), $29, ($18) and ($55) tax (1)   (164)  
Other comprehensive (loss) income, net of tax (1)   (164)  
COMPREHENSIVE INCOME $ 87   $ 26  
Predecessor        
NET INCOME   $ 157   $ 406
OTHER COMPREHENSIVE (LOSS) INCOME        
Foreign currency translation adjustments, net of ($1), $29, ($18) and ($55) tax   44   106
Other comprehensive (loss) income, net of tax   44   106
COMPREHENSIVE INCOME   $ 201   $ 512
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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Foreign currency translation adjustments, tax effect $ (1)   $ 29  
Predecessor        
Foreign currency translation adjustments, tax effect   $ (18)   $ (55)
v3.10.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
CURRENT ASSETS    
Cash and cash equivalents $ 188 $ 297
Restricted cash and securities 3 5
Assets held for sale 15 140
Accounts receivable, less allowance of $10 and $3 715 748
Accounts receivable - affiliate 0 13
Note receivable - affiliate 1,825 1,825
Other 290 117
Total current assets 3,036 3,145
Property, plant and equipment, net of accumulated depreciation of $798 and $143 9,274 9,412
Restricted cash and securities 25 29
GOODWILL AND OTHER ASSETS    
Goodwill 11,132 10,837
Deferred tax assets 463 426
Other, net 132 63
Total goodwill and other assets 19,929 20,549
TOTAL ASSETS 32,264 33,135
CURRENT LIABILITIES    
Current maturities of long-term debt 6 8
Accounts payable 619 695
Accounts payable - affiliate 88 41
Accrued expenses and other liabilities    
Income and other taxes 114 100
Salaries and benefits 233 136
Interest 96 109
Current portion of deferred revenue 288 260
Other 72 57
Total current liabilities 1,516 1,406
LONG-TERM DEBT 10,848 10,882
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 1,181 1,099
Deferred income taxes 189 212
Other 358 264
Total deferred revenue and other liabilities 1,728 1,575
COMMITMENTS AND CONTINGENCIES (Note 9)
MEMBER'S EQUITY    
Member's equity 18,312 19,254
Accumulated other comprehensive (loss) income (140) 18
Total member's equity 18,172 19,272
TOTAL LIABILITIES AND MEMBER'S EQUITY 32,264 33,135
Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 7,801 8,845
Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net $ 401 $ 378
v3.10.0.1
Consolidated Balance Sheets (Parentheticals) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 10 $ 3
Accumulated depreciation $ 798 $ 143
v3.10.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
OPERATING ACTIVITIES    
NET INCOME $ 190  
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 1,295  
Deferred income taxes 175  
Share-based compensation 82  
Loss on modification and extinguishment of debt 0  
Net long-term debt issuance costs and premium amortization (23)  
Accrued interest on long-term debt, net (13)  
Loss on sale of property, plant and equipment and other assets 1  
Other, net (41)  
Changes in current assets and liabilities:    
Accounts receivable 51  
Accounts payable (64)  
Deferred revenue 37  
Other assets and liabilities, net (118)  
Other assets and liabilities, affiliate (55)  
Net cash provided by operating activities 1,627  
INVESTING ACTIVITIES    
Capital expenditures (726)  
Proceeds from sale of property, plant and equipment and other assets 119  
Purchase of marketable securities 0  
Maturity of marketable securities 0  
Net cash used in investing activities (607)  
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt 0  
Payments of long-term debt (5)  
Distributions (1,130)  
Net cash used in financing activities (1,135)  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities (115)  
Cash, cash equivalents and restricted cash and securities at beginning of period 331  
Cash, cash equivalents and restricted cash and securities at end of period 216  
Supplemental cash flow information    
Interest paid 404  
Income taxes paid, net $ 24  
Predecessor    
OPERATING ACTIVITIES    
NET INCOME   $ 406
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization   913
Deferred income taxes   189
Share-based compensation   120
Loss on modification and extinguishment of debt   44
Net long-term debt issuance costs and premium amortization   13
Accrued interest on long-term debt, net   (34)
Loss on sale of property, plant and equipment and other assets   6
Other, net   75
Changes in current assets and liabilities:    
Accounts receivable   (34)
Accounts payable   (10)
Deferred revenue   134
Other assets and liabilities, net   (31)
Other assets and liabilities, affiliate   0
Net cash provided by operating activities   1,791
INVESTING ACTIVITIES    
Capital expenditures   (1,018)
Proceeds from sale of property, plant and equipment and other assets   1
Purchase of marketable securities   (1,127)
Maturity of marketable securities   1,127
Net cash used in investing activities   (1,017)
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   4,569
Payments of long-term debt   (4,917)
Distributions   0
Net cash used in financing activities   (348)
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   3
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   429
Cash, cash equivalents and restricted cash and securities at beginning of period   1,857
Cash, cash equivalents and restricted cash and securities at end of period   2,286
Supplemental cash flow information    
Interest paid   412
Income taxes paid, net   $ 47
v3.10.0.1
Consolidated Statements of Member's/Stockholders' Equity - USD ($)
$ in Millions
Total
Common Stock
Additional Paid-in Capital
AOCI Attributable to Parent
Accumulated Deficit
Member Units
MEMBER'S EQUITY            
Cumulative effect of new accounting principle in period of adoption | Predecessor | Accounting Standards Update 2014-09           $ 0
Cumulative effect of new accounting principle in period of adoption | Predecessor | Accounting Standards Update 2018-02       $ 0   0
Balance at beginning of period (Predecessor) at Dec. 31, 2016       (387)   0
MEMBER'S EQUITY            
Net income | Predecessor         $ 406  
Balance at end of period (Predecessor) at Jun. 30, 2017       (325)   0
Balance at beginning of period (Predecessor) at Dec. 31, 2016   $ 4 $ 19,800   (8,500)  
Balance at beginning of period at Dec. 31, 2016       (387)    
Balance at end of period (Predecessor) at Jun. 30, 2017   4 19,887   (8,251)  
Balance at beginning of period (Predecessor) at Dec. 31, 2016       (387)   0
MEMBER'S EQUITY            
Net income | Predecessor $ 406         0
Other comprehensive (loss) income | Predecessor 106     106    
Purchase price accounting adjustments | Predecessor           0
Distributions to CenturyLink | Predecessor           0
Balance at end of period (Predecessor) at Sep. 30, 2017       (281)   0
Balance at beginning of period (Predecessor) at Dec. 31, 2016   4 19,800   (8,500)  
Balance at beginning of period at Dec. 31, 2016       (387)    
STOCKHOLDERS' EQUITY            
Common stock issued under employee stock benefit plans and other | Predecessor     27      
Share-based compensation | Predecessor     94      
Balance at end of period (Predecessor) at Sep. 30, 2017 11,550 4 19,921   (8,094)  
Balance at end of period at Sep. 30, 2017       (281)    
MEMBER'S EQUITY            
Cumulative effect of new accounting principle in period of adoption | Predecessor | Accounting Standards Update 2014-09           0
Cumulative effect of new accounting principle in period of adoption | Predecessor | Accounting Standards Update 2018-02       0   0
Balance at beginning of period (Predecessor) at Jun. 30, 2017       (325)   0
MEMBER'S EQUITY            
Net income | Predecessor 157       157 0
Other comprehensive (loss) income | Predecessor 44     44    
Purchase price accounting adjustments | Predecessor           0
Distributions to CenturyLink | Predecessor           0
Balance at end of period (Predecessor) at Sep. 30, 2017       (281)   0
Balance at beginning of period (Predecessor) at Jun. 30, 2017   4 19,887   (8,251)  
STOCKHOLDERS' EQUITY            
Common stock issued under employee stock benefit plans and other | Predecessor     8      
Share-based compensation | Predecessor     26      
Balance at end of period (Predecessor) at Sep. 30, 2017 11,550 4 19,921   (8,094)  
Balance at end of period at Sep. 30, 2017       (281)    
MEMBER'S EQUITY            
Cumulative effect of new accounting principle in period of adoption | Accounting Standards Update 2014-09         9 9
Cumulative effect of new accounting principle in period of adoption | Accounting Standards Update 2018-02       6   (6)
Balance at beginning of period at Dec. 31, 2017       18   19,254
MEMBER'S EQUITY            
Net income 190       0 190
Other comprehensive (loss) income (164)     (164)    
Purchase price accounting adjustments           (5)
Distributions to CenturyLink           (1,130)
Balance at end of period at Sep. 30, 2018       (140)   18,312
Balance at beginning of period at Dec. 31, 2017 19,272 0 0 18 0  
STOCKHOLDERS' EQUITY            
Common stock issued under employee stock benefit plans and other     0      
Share-based compensation     0      
Balance at end of period at Sep. 30, 2018 18,172 0 0 (140) 0  
MEMBER'S EQUITY            
Cumulative effect of new accounting principle in period of adoption | Accounting Standards Update 2014-09           0
Cumulative effect of new accounting principle in period of adoption | Accounting Standards Update 2018-02       0   0
Balance at beginning of period at Jun. 30, 2018       (139)   18,749
MEMBER'S EQUITY            
Net income 88       0 88
Other comprehensive (loss) income (1)     (1)    
Purchase price accounting adjustments           0
Distributions to CenturyLink           (525)
Balance at end of period at Sep. 30, 2018       (140)   $ 18,312
Balance at beginning of period at Jun. 30, 2018   0 0   0  
STOCKHOLDERS' EQUITY            
Common stock issued under employee stock benefit plans and other     0      
Share-based compensation     0      
Balance at end of period at Sep. 30, 2018 $ 18,172 $ 0 $ 0 $ (140) $ 0  
v3.10.0.1
Consolidated Statements of Member's/Stockholders' Equity Consolidated Statements of Member's/Stockholders' Equity (Parenthetical)
$ in Millions
Dec. 31, 2017
USD ($)
Member Units | Accounting Standards Update 2014-09  
Cumulative effect of new accounting, tax $ 3
v3.10.0.1
Background
9 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Background
(1) Background

General

We are an international facilities-based communications company engaged in providing a broad array of integrated communication services to our business customers. We created our communications network by constructing our own assets and through a combination of purchasing other companies and purchasing or leasing facilities from others. We designed our network to provide communications services that employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies.

On October 31, 2016, we entered into an agreement and plan of merger (the "Merger Agreement") with CenturyLink, Inc., a Louisiana corporation ("CenturyLink"), Wildcat Merger Sub 1 LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink ("Merger Sub 1"), and WWG Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of CenturyLink ("Merger Sub 2"), pursuant to which, effective November 1, 2017, we were acquired by CenturyLink in a cash and stock transaction, including the assumption of our debt (the "CenturyLink Merger"). See Note 2 - CenturyLink Merger.

Basis of Presentation

Our consolidated balance sheet as of December 31, 2017, which was derived from our audited consolidated financial statements, and our unaudited interim consolidated financial statements provided herein have been prepared in accordance with the instructions for Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission ("SEC"); however, in our opinion, the disclosures made are adequate to make the information presented not misleading. We believe that these consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. The consolidated results of operations and cash flows for the first nine months of the year are not necessarily indicative of the consolidated results of operations and cash flows that might be expected for the entire year. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2017.

On November 1, 2017, we became a wholly owned subsidiary of CenturyLink. On the date of the acquisition, our assets and liabilities were recognized at CenturyLink's preliminary estimates of fair value. This revaluation has been reflected in our financial statements and, therefore, has resulted in a new basis of accounting for the successor period beginning on November 1, 2017. This new basis of accounting means that our financial statements for the successor periods are not comparable to our previously reported financial statements, including the predecessor period financial statements in this report.

The consolidated financial statements include our accounts and the accounts of our subsidiaries in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. Transactions with our non-consolidated affiliates (CenturyLink and its other subsidiaries, referred to herein as affiliates) have not been eliminated. As part of our consolidation policy, we consider our controlled subsidiaries, investments in businesses in which we are not the primary beneficiary or do not have effective control but have the ability to significantly influence operating and financial policies, and variable interests resulting from economic arrangements that give us rights to economic risks or rewards of a legal entity. We do not have variable interests in a variable interest entity where we are required to consolidate the entity as the primary beneficiary. Due to exchange restrictions and other conditions, effective at the end of the third quarter of 2015, we deconsolidated our Venezuelan subsidiary. The factors that led to our conclusions at the end of the third quarter of 2015 continued to exist through the third quarter of 2018.

In conjunction with our acquisition on November 1, 2017, we changed the definitions we use to classify expenses as cost of services and products and selling, general and administrative, and as a result, we reclassified previously reported amounts to conform to the current period presentation. We revised our definitions so that our expense classifications are more consistent with the expense classifications used by our new ultimate parent company, CenturyLink. These revisions resulted in the reclassification of $70 million from depreciation and amortization to cost of services and products for the predecessor nine months ended September 30, 2017. Although we continued as a surviving corporation and legal entity after the acquisition, the accompanying consolidated statements of operations, comprehensive income, member's/stockholders' equity and cash flows are presented for two periods: predecessor and successor, which relates to the period preceding the acquisition and the period succeeding the acquisition. Our current definitions are as follows:
Cost of services and products (exclusive of depreciation and amortization) are expenses incurred in providing products and services to our customers. These expenses include: employee-related expenses directly attributable to operating and maintaining our network (such as salaries, wages, benefits and professional fees); facilities expenses (which are third-party telecommunications expenses we incur for using other carriers' networks to provide services to our customers); rents and utilities expenses; costs for universal service funds ("USF") (which are federal and state funds that are established to promote the availability of telecommunications services to all consumers at reasonable and affordable rates, among other things, and to which we are often required to contribute); taxes (such as property and other taxes); and other expenses directly related to our network.
Selling, general and administrative expenses are expenses incurred in selling products and services to our customers, corporate overhead and other operating expenses. These expenses include: employee-related expenses (such as salaries, wages, internal commissions, benefits and professional fees) directly attributable to selling products or services and employee-related expenses for administrative functions; marketing and advertising; taxes (such as state and local franchise taxes and sales and use taxes) and fees; external commissions; bad debt expense; and other selling, general and administrative expenses.
Segments

Our operations are integrated into and reported as part of the consolidated segment data of CenturyLink. CenturyLink's chief operating decision maker ("CODM") is our CODM but reviews our financial information on an aggregate basis only in connection with our quarterly and annual reports that we file with the Securities and Exchange Commission. Consequently, we do not provide our discrete financial information to the CODM on a regular basis. As such, we have one reportable segment.

Income Taxes

As of September 30, 2018, we had not completed our accounting for the tax effects of the Tax Cuts and Jobs Act (the "Act"), which was signed into law in late December 2017. In order to complete our accounting for the impact of the Act, we continue to obtain, analyze and interpret additional guidance as such guidance becomes available from the U.S. Treasury Department, the Internal Revenue Service (“IRS”), state taxing jurisdictions, the Financial Accounting Standards Board ("FASB"), and other standard-setting and regulatory bodies. Guidance issued by these bodies to date does not allow us to definitively calculate the tax effects of the Act. New guidance or interpretations may materially impact our provision for income taxes in future periods.

Additional information that is needed to complete the analysis but is currently unavailable includes, but is not limited to, the amount of earnings of foreign subsidiaries, the final determination of certain net deferred tax assets subject to remeasurement due to purchase accounting adjustments and other matters and the tax treatment of such provisions of the Act by various state tax authorities. We have provisionally recognized the tax impacts related to the remeasurement of deferred tax assets and liabilities. The ultimate impact may differ from our current provisional estimate due to additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the Act. The change from our current provisional estimates will be reflected in our fourth quarter 2018 statement of operations and could be material. We expect to complete the accounting in the fourth quarter of 2018.
The Act reduced the U.S. corporate income tax rate from a maximum of 35% to 21% for all C corporations, effective January 1, 2018, introduced further limitations on the deductibility of interest expense, made certain changes to capital expenditures and various other items, and imposed a one-time repatriation tax on certain earnings of certain foreign subsidiaries. In addition, the Tax Act introduces additional base-broadening measures, including Global Intangible Low-Taxed Income and the Base-Erosion Anti-Abuse Tax. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21%, we provisionally re-measured our net deferred tax assets at December 31, 2017 and recognized a tax expense of $195 million in our consolidated statement of operations for the year ended December 31, 2017. During the first nine months of 2018, we increased the tax expense from tax reform by $83 million due to changes in certain purchase accounting adjustments related to CenturyLink’s acquisition of us.

During the third quarter of 2018, we continued to evaluate and analyze the tax impacts of the Act. While we have not finalized our analysis, we do not expect the provisions of the Act, exclusive of the rate reduction, to materially impact us in 2018. However, we cannot provide any assurance that, upon completion of our analysis, the impact will not be material or that there will not be material tax impacts in future years. Accordingly, we have not made any additional adjustments related to the Act in our financial statements.

Based on current circumstances, we do not expect to experience a material near term reduction in the amount of cash income taxes paid by us from the Act due to utilization of net operating loss carryforwards. However, we anticipate that the provisions of the Act may reduce our cash income taxes in future years.

Recently Adopted Accounting Pronouncements

In the first quarter of 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers”, ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” and ASU 2018-02, “Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”.

Each of these is described further below.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09 which replaces virtually all existing generally accepted accounting principles on revenue recognition and replaces them with a principles-based approach for determining revenue recognition using a new five step model. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs.

We adopted the new revenue recognition standard under the modified retrospective transition method. On January 1, 2018, we recorded a cumulative catch-up adjustment that increased our retained earnings by $9 million, net of $3 million of income taxes.

Under ASU 2014-09, we are now deferring (i.e. capitalizing) incremental contract acquisition and fulfillment costs and are recognizing (or amortizing) such costs over either the initial contract (plus and anticipated renewal contracts to which the costs relate) or the average customer life. Our deferred contract costs for our customers have average amortization periods of approximately 30 months. These deferred costs are monitored every period to reflect any significant change in assumptions.

See Note 4 - Revenue Recognition for additional information.

Comprehensive Income

ASU 2018-02 provides an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act (or portion thereof) is recorded. If an entity elects to reclassify the income tax effects of the Act, the amount of that reclassification shall include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the Act related to items remaining in accumulated other comprehensive income. The effect of the change in the U.S. federal corporate income tax rate on gross valuation allowances that were originally charged to income from continuing operations shall not be included. ASU 2018-02 is effective January 1, 2019, but early adoption is permitted and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. We early adopted ASU 2018-02 in the first quarter of 2018 and applied it in the period of adoption. The adoption of ASU 2018-02 resulted in a $6 million decrease to member's equity and increase to accumulated other comprehensive income. See Note 11 - Accumulated Other Comprehensive Loss for additional information.

Income Taxes

On October 24, 2016, FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” ("ASU 2016-16"). ASU 2016-16 eliminates the current prohibition on the recognition of the income tax effects on the transfer of assets among our subsidiaries. After adoption of ASU 2016-16, the income tax effects associated with these asset transfers, except for the transfer of inventory, will be recognized in the period the asset is transferred versus the current deferral and recognition upon either the sale of the asset to a third party or over the remaining useful life of the asset. We adopted ASU 2016-16 on January 1, 2018. The adoption of ASU 2016-16 did not have a material impact to our consolidated financial statements.

Recently Issued Accounting Pronouncements

Goodwill Impairment

On January 26, 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the impairment testing for goodwill by changing the measurement for goodwill impairment. Under current rules, we are required to compute the implied fair value of goodwill to measure the impairment amount if the carrying value of a reporting unit exceeds its fair value. Under ASU 2017-04, the goodwill impairment charge will equal the excess of the reporting unit carrying value above its fair value, limited to the amount of goodwill assigned to the reporting unit.

We are required to adopt the provisions of ASU 2017-04 for any goodwill impairment tests, including our required annual test, occurring after January 1, 2020, but have the option to early adopt for any impairment test that we are required to perform. We have not determined if we will elect to early adopt the provisions of ASU 2017-04. The provisions of ASU 2017-04 would not have affected our last goodwill impairment assessment, but no assurance can be provided that the simplified testing methodology will not affect our goodwill impairment assessment in the future.

Financial Instruments

On June 16, 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). The primary impact of ASU 2016-13 for us is a change in the model for the recognition of credit losses related to our financial instruments from an incurred loss model, which recognized credit losses only if it was probable that a loss had been incurred, to an expected loss model, which requires our management team to estimate the total credit losses expected on the portfolio of financial instruments. We are currently reviewing the requirements of the standard and evaluating the impact on our consolidated financial statements.

We are required to adopt the provisions of ASU 2016-13 effective January 1, 2020 but could elect to early adopt the provisions as of January 1, 2019. We expect to recognize the impacts of adopting ASU 2016-13 through a cumulative adjustment to retained earnings as of the date of adoption. As of the date of this report, we have not yet determined the date we will adopt ASU 2016-13.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). The core principle of ASU 2016-02 will require lessees to present right-of-use assets and lease liabilities on their balance sheets for operating leases, which are currently not reflected on their balance sheets.

ASU 2016-02 is effective for annual and interim periods beginning January 1, 2019. Upon adoption of ASU 2016-02, we are required to recognize and measure leases at the beginning of the earliest period presented in our consolidated financial statements using a modified retrospective approach. The modified retrospective transition approach includes a number of optional practical expedients that we may elect to apply.

In January 2018, the FASB issued ASU 2018-01, “Leases: Land Easement Practical Expedient for Transition to ASU 2016-02". ASU 2018-01 permits the election of an optional transition practical expedient to not evaluate land easements that exist or expired before the entity’s adoption of ASC 2016-02 and that were not previously accounted for as leases. We plan to adopt ASU 2018-01 at the same time we adopt ASU 2016-02.

In July 2018, the FASB issued ASU 2018-11, "Leases: Targeted Improvements" ("ASU 2018-11"). ASU 2018-11 provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have not yet determined whether we will use ASU 2018-11's newly permitted adoption method.

We are in the process of implementing a new lease administration and accounting system. We plan to adopt ASU 2016-02 and ASU 2018-01 effective January 1, 2019. The adoption of ASU 2016-02 and ASU 2018-01 will result in our recognition of right of use assets and lease liabilities that we have not previously recorded. Although we believe it is premature as of the date of this report to provide any estimate of the impact of adopting ASU 2016-02 and ASU 2018-01, we do expect that it will have a material impact on our consolidated financial statements.
v3.10.0.1
CenturyLink Merger
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
CenturyLink Merger
(2) CenturyLink Merger

On November 1, 2017, CenturyLink acquired us through successive merger transactions, including a merger of Level 3 with and into a merger subsidiary, which survived such merger as CenturyLink's indirect wholly-owned subsidiary under the name of Level 3 Parent, LLC. Our results of operations have been included in the consolidated results of operations of CenturyLink since November 1, 2017.

As of September 30, 2018, the preliminary estimated amount of aggregate consideration was $19.6 billion.

The U.S. Department of Justice approved the acquisition subject to conditions of a consent decree on October 2, 2017, which required the combined company to divest (i) certain Level 3 metro network assets in the markets located in Albuquerque, New Mexico; Boise, Idaho; and Tucson, Arizona and (ii) 24 strands of dark fiber connecting 30 specified city-pairs across the United States in the form of an indefeasible right of use agreement.

During the second quarter of 2018, we sold network assets in Boise, Idaho and Albuquerque, New Mexico that we were required to divest as a condition of the merger. The proceeds from these sales were included in the proceeds from sale of property, plant and equipment in our consolidated statements of cash flows. No gain or loss was recognized with these transactions. All of the metro network assets were classified as assets held for sale on our consolidated balance sheet as of December 31, 2017. The Tucson, Arizona assets continued to be classified as assets held for sale on our consolidated balance sheet as of September 30, 2018. In October 2018, we sold the Tucson, Arizona assets for its net book value.

CenturyLink recognized our assets and liabilities based on CenturyLink’s preliminary estimates of the fair value of the acquired tangible and intangible assets and assumed liabilities of us as of November 1, 2017, the consummation date of the acquisition, with the excess aggregate consideration recorded as goodwill. The final determination of the allocation of the aggregate consideration paid by CenturyLink in the combination is based on the fair value of such assets and liabilities as of the acquisition date with any excess aggregate consideration to be recorded as goodwill. The estimation of such fair values and the estimation of lives of depreciable tangible assets and amortizable intangible assets require significant judgment. CenturyLink is reviewing its valuation analysis along with the related allocation to goodwill. CenturyLink expects to complete its final fair value determinations during the fourth quarter of 2018. CenturyLink is also reviewing its calculations of the estimates of the fair value of Level 3’s deferred tax assets acquired and liabilities assumed and performing related final controls. CenturyLink’s final fair value determinations may be different than those reflected in our consolidated financial statements at September 30, 2018, however we do not expect that any subsequent modifications to the preliminary purchase price allocation will be material. The recognition of assets and liabilities at fair value are reflected in our financial statements and result in a new basis of accounting for the “successor period” beginning on November 1, 2017. This new basis of accounting means that our financial statements for the successor periods will not be comparable to our previously reported financial statements, including the financial statements in this report.

Based solely on CenturyLink’s preliminary estimates through September 30, 2018, the aggregate consideration exceeds the aggregate estimated fair value of the acquired assets and assumed liabilities by $11.2 billion, which we have recognized as goodwill. The goodwill is attributable to strategic benefits, including enhanced financial and operational scale, market diversification and leveraged combined networks that CenturyLink expects to realize. None of the goodwill associated with this acquisition is deductible for income tax purposes.

As of September 30, 2018, the following is our updated assignment of the preliminary estimated aggregate consideration:
 
Adjusted November 1, 2017
Balance as of December 31, 2017
 
Purchase Price Adjustments(3)
 
Adjusted November 1, 2017
Balance as of September 30, 2018
 
(Dollars in millions)
Cash, accounts receivable and other current assets (1)
$
3,317

 
(25
)
 
3,292

Property, plant and equipment
9,311

 
86

 
9,397

Identifiable intangible assets (2)
 
 
 
 


Customer relationships
8,964

 
(476
)
 
8,488

Other
391

 
(13
)
 
378

Other noncurrent assets
782

 
203

 
985

Current liabilities, excluding current maturities of long-term debt
(1,461
)
 
(31
)
 
(1,492
)
Current maturities of long-term debt
(7
)
 

 
(7
)
Long-term debt
(10,888
)
 

 
(10,888
)
Deferred revenue and other liabilities
(1,613
)
 
(102
)
 
(1,715
)
Goodwill
10,837

 
353

 
11,190

Total estimated aggregate consideration
$
19,633

 
(5
)
 
19,628


(1) Includes accounts receivable, which had a gross contractual value of $884 million on November 1, 2017 and September 30, 2018.
(2) The preliminary estimate of the weighted-average amortization period for the acquired intangible assets is approximately 12.0 years.
(3) All purchase price adjustments occurred during the nine months ended September 30, 2018.

Acquisition-Related Expenses

We have incurred acquisition-related expenses related to our activities surrounding the CenturyLink Merger. The table below summarizes our acquisition-related expenses, which consist of integration-related expenses, including severance and retention compensation expenses, and transaction-related expenses:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2018
Nine Months Ended September 30, 2018
 
 
Three Months Ended September 30, 2017
Nine Months Ended September 30, 2017
 
(Dollars in millions)
Transaction-related expenses
$


 
 
7

12

Integration-related expenses
16

94

 
 
24

62

Total acquisition-related expenses
$
16

94

 
 
31

74

v3.10.0.1
Goodwill, Customer Relationships and Other Intangible Assets
9 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill, Customer Relationships and Other Intangible Assets
(3) Goodwill, Customer Relationships and Other Intangible Assets
Goodwill, customer relationships and other intangible assets consisted of the following:
 
September 30, 2018
 
December 31, 2017
 
(Dollars in millions)
Goodwill
$
11,132

 
10,837

Customer relationships, less accumulated amortization of $659 and $126
$
7,801

 
8,845

Other intangible assets subject to amortization:
 
 
 
  Trade names, less accumulated amortization of $24 and $4
106

 
126

  Developed technology, less accumulated amortization of $51 and $9
295

 
252

Total other intangible assets, net
$
401

 
378



Our goodwill balance at December 31, 2017 includes $16 million of goodwill that was allocated to us from CenturyLink associated with differences in the deferred state income taxes that CenturyLink expects to realize due to its consolidation of our results of operations into its state tax returns.

Total amortization expense for intangible assets for the successor three and nine months ended September 30, 2018 was $204 million and $595 million, respectively, and the predecessor three and nine months ended September 30, 2017 was $49 million and $153 million, respectively. As of the successor date of September 30, 2018, the gross carrying amount of goodwill, customer relationships, indefinite-life and other intangible assets was $20.1 billion.

We estimate that total amortization expense for intangible assets for the successor years ending December 31, 2018 through 2022 will be as follows:
 
(Dollars in millions)
2018 (remaining three months)
$
202

2019
805

2020
805

2021
805

2022
794



The following table shows the rollforward of goodwill from December 31, 2017 through September 30, 2018:
 
(Dollars in millions)
As of December 31, 2017
$
10,837

Purchase accounting and other adjustments
353

Effect of foreign currency rate change
(58
)
As of September 30, 2018
$
11,132

v3.10.0.1
Revenue Recognition
9 Months Ended
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
(4) Revenue Recognition

We earn most of our consolidated revenue from contracts with customers, primarily through the provision of telecommunications and other services. Revenue from contracts with customers is accounted for under Accounting Standards Codification ("ASC") 606, which we adopted on January 1, 2018 using the modified retrospective approach. We also earn revenues from leasing arrangements (primarily fiber capacity agreements) and governmental subsidy payments, neither of which are accounted for under ASC 606.

Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. Revenue is recognized based on the following five-step model:
Identification of the contract with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and,
Recognition of revenue when, or as, we satisfy a performance obligation.
We provide an array of communications services, including local voice, VPN, Ethernet, data, broadband, private line (including special access), network access, Ethernet, transport, voice, information technology, video and other ancillary services. We provide these services to a wide range of businesses, including global/international, enterprise, wholesale, government, small and medium business customers. Certain contracts also include the sale of equipment, which is not significant to our business.

For access services, we generally bill fixed monthly charges one month in advance to customers and recognize revenue as service is provided over the contract term in alignment with the customer's receipt of service. For usage, installation and other ancillary services, we generally bill in arrears and recognize revenue as usage or delivery occurs. In most cases, the amount invoiced for our service offerings constitutes the price that would be billed on a standalone basis.

Under ASC 606, we recognize revenue for services when we provide the applicable service or when control is transferred. Recognition of certain payments received in advance of services being provided is deferred until the service is provided. These advance payments include certain activation and certain installation charges. If the activation and installation charges are not separate performance obligations, we recognize them as revenue over the actual or expected contract term using historical experience, which ranges from one year to seven years depending on the service. A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. We recognize revenue for services when we satisfy our performance obligation. In most cases, termination fees or other fees on existing contracts that are negotiated in conjunction with new contracts are deferred and recognized over the new contract term.

A performance obligation is a promise in a contract with a customer to provide a good or service to the customer. We recognize revenue for services when we satisfy our performance obligation.

Promotional or performance-based incentive payments are estimated at contract inception (and updated on a periodic basis as needed) and accounted for as variable consideration. In certain cases, customers may be permitted to modify their contracts without incurring a penalty. We evaluate the change in scope or price to identify whether the modification should be treated as a separate contract, whether the modification is a termination of the existing contract and creation of a new contract, or if it is a change to the existing contract. The impact of contract modifications has not been significant to our results in 2018.

Customer contracts are evaluated to determine whether the performance obligations are separable. If the performance obligations are deemed separable and separate earnings processes exist, the total transaction price that we expect to receive with the customer is allocated to each performance obligation based on its relative standalone selling price. The standalone selling price is the price we sell to similar customers. The revenue associated with each performance obligation is then recognized as earned. The portion of any advance payment allocated to the service based upon its relative selling price is recognized ratably over the contract term.

We periodically sell optical capacity on our network. These transactions are structured as indefeasible rights of use, commonly referred to as IRUs, which are the exclusive right to use a specified amount of capacity or fiber for a specified term, typically 10 - 20 years. In most cases, we account for the cash consideration received on transfers of optical capacity as ASC 606 revenue which we recognize ratably over the term of the agreement. Cash consideration received on transfers of dark fiber is accounted for as non-ASC 606 lease revenue, which we also recognize ratably over the term of the agreement. We do not recognize revenue on any contemporaneous exchanges of our optical capacity assets for other non-owned optical capacity assets.

In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In assessing whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligations associated with the transaction.

We have service level commitments pursuant to contracts with certain of our customers. To the extent that such service levels are not achieved or are otherwise disputed due to performance or service issues or other service interruptions or conditions, we will estimate the amount of credits to be issued and record a corresponding reduction to revenues in the period that the service level commitment was not met.

Customer payments are made based on billing schedules included in our customer contracts, which is typically on a monthly basis. For certain products or services and customer types, payment is required before products or services are provided.

Comparative Results

The following tables present our reported results under ASC 606 and a reconciliation to results using the historical accounting method:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
Operating revenues
$
2,010

 
(4
)
 
2,006

 
6,149

 
(4
)
 
6,145

Cost of services and products (exclusive of depreciation and amortization)
976

 

 
976

 
2,954

 

 
2,954

Selling, general and administrative
311

 
12

 
323

 
1,043

 
32

 
1,075

Interest expense
137

 
(7
)
 
130

 
381

 
(7
)
 
374

Income tax expense
38

 
(2
)
 
36

 
184

 
(8
)
 
176

Net income
88

 
(7
)
 
81

 
190

 
(21
)
 
169

The following table presents a reconciliation of certain consolidated balance sheet captions under ASC 606 to the balance sheet results using the historical accounting method:
 
September 30, 2018
 
(Dollars in millions)
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
Other current assets
$
290

 
(22
)
 
268

Other long-term assets, net
132

 
(22
)
 
110

Deferred revenue
1,469

 
(3
)
 
1,466

Deferred income tax assets, net
274

 
10

 
284

Member's equity
18,312

 
(31
)
 
18,281


Disaggregated Revenue by Service Offering

The following table provides disaggregation of revenue from contracts with customers based on service offering for the three and nine months ended September 30, 2018, respectively. It also shows the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards.
 
Successor
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
(Dollars in millions)
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
IP & Data Services (1)
$
969

 

 
969

 
2,959

 

 
2,959

Transport & Infrastructure (2)
664

 
(45
)
 
619

 
2,012

 
(140
)
 
1,872

Voice & Collaboration (3)
349

 

 
349

 
1,093

 

 
1,093

IT and Managed Services (4)
1

 

 
1

 
3

 

 
3

Other revenues (5)
1

 
(1
)
 

 
4

 
(3
)
 
1

Affiliate revenues (6)
26

 
(26
)
 

 
78

 
(78
)
 

Total revenues
$
2,010

 
(72
)
 
1,938

 
6,149

 
(221
)
 
5,928

 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue
 
 
 
 


 
 
 
 
 


Goods transferred at a point in time
 
 
 
 
$

 
 
 
 
 
$

Services performed over time
 
 
 
 
1,938

 
 
 
 
 
5,928

Total revenue from contracts with customers


 


 
$
1,938

 
 
 
 
 
$
5,928


(1) Includes primarily VPN data network, Ethernet, IP, video and ancillary revenues.
(2) Includes primarily broadband and equipment sales and professional services revenues.
(3) Includes local, long-distance and other ancillary revenues.
(4) Includes IT services and managed services revenues.
(5) Includes sublease rental income.
(6) Includes telecommunications and data services we bill to our affiliates.
(7) Includes sublease rental income and revenue from fiber capacity lease arrangements which are not within the scope of ASC 606.
Customer Receivables and Contract Balances

The following table provides balances of customer receivables and contract liabilities as of September 30, 2018 and January 1, 2018:
 
Successor
 
September 30, 2018
 
January 1, 2018
 
(Dollars in millions)
Customer receivables (1)
$
715

 
748

Contract liabilities
413

 
353

(1)
Gross customer receivables of $725 and $751, net of allowance for doubtful accounts of $10 and $3, at September 30, 2018 and January 1, 2018, respectively.
Contract liabilities are consideration we have received from our customers in advance of providing the goods or services promised in the contract. We defer recognizing this consideration until we have satisfied the related performance obligation to the customer. Contract liabilities include recurring services billed one month in advance and installation and maintenance charges that are deferred and recognized over the actual or expected contract term, which ranges from one to seven years depending on the service. Contract liabilities are included within deferred revenue in our consolidated balance sheet.

The following table provides information about revenues recognized for the three and nine months ended September 30, 2018:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
Revenue recognized in the period from:
 
 
 
Amounts included in contract liability at the beginning of the period (January 1, 2018)
$
22

 
135

Performance obligations satisfied in previous periods

 


Performance Obligations

As of September 30, 2018, our estimated revenue expected to be recognized in the future related to performance obligations associated with customer contracts (including affiliates) that are unsatisfied (or partially satisfied) is approximately $6.3 billion. We expect to recognize approximately 67% of this revenue through 2020, with the balance recognized thereafter.

We do not disclose the amount of unsatisfied performance obligations for contracts under which we are contractually entitled to bill pre-determined amounts for future services (for example, uncommitted usage or non-recurring charges associated with professional or technical services to be completed), or contracts that are classified as leasing arrangements that are not subject to ASC 606.

Contract Costs

The following table provides changes in our contract acquisition costs and fulfillment costs for the three and nine months ended September 30, 2018:
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
Acquisition Costs
 
Fulfillment Costs
 
Acquisition Costs
 
Fulfillment Costs
Beginning of period balance
$
34

 
52

 
13

 
14

Costs incurred
16

 
22

 
42

 
70

Amortization
(5
)
 
(8
)
 
(10
)
 
(18
)
End of period balance
$
45

 
66

 
45

 
66


Acquisition costs include commission fees paid to employees as a result of obtaining contracts. Fulfillment costs include third party and internal costs associated with the provision, installation and activation of telecommunications services to customers, including labor and materials consumed for these activities. Acquisition and fulfillment costs are amortized based on the transfer of services on a straight-line basis to which the assets relate and are included in cost of services and products and selling, general and administrative expenses in our consolidated statement of operations. A portion of these costs are amortized on a portfolio basis using an average expected contract term of 30 months. The amounts of these capitalized costs that are anticipated to be amortized in the next twelve months are included in other current assets on our consolidated balance sheets. We recognize incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is less than one year. Deferred acquisition and fulfillment costs are assessed for impairment on a quarterly basis.
(7) Products and Services Revenues

We categorize our products, services and revenues among the following six categories:
IP and data services, which include primarily VPN data networks, Ethernet, IP, video (including our facilities-based video services, CDN services and Vyvx broadcast services) and other ancillary services;
Transport and infrastructure, which include broadband, private line (including business data services), data center facilities and services, including cloud, hosting and application management solutions, wavelength, equipment sales and professional services, network security services, dark fiber services and other ancillary services;
Voice and collaboration, which includes primarily local voice, including wholesale voice, and other ancillary services;
IT and managed services, which include information technology services and managed services, which may be purchased in conjunction with our other network services;
Other, which includes sublease rental income; and
Affiliates services, we provide to our affiliates, telecommunication services that we also provide to external customers. In addition, we provide to our affiliates computer system development and support services, network support and technical services.
From time to time, we may change the categorization of our products and services.

Our operating revenues for our products and services consisted of the following categories:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
(Dollars in millions)
IP and data services
$
969

 
2,959

 
 
988

 
2,947

Transport and infrastructure
664

 
2,012

 
 
677

 
2,042

Voice and collaboration
349

 
1,093

 
 
392

 
1,174

IT and managed services
1

 
3

 
 

 

Other
1

 
4

 
 
2

 
6

Affiliate
26

 
78

 
 

 

Total revenues
$
2,010

 
6,149

 
 
2,059

 
6,169



We recognize revenues in our consolidated statements of operations for certain USF surcharges and transaction taxes that we bill to our customers. Our consolidated statements of operations also reflect the offsetting expense for the amounts we remit to the government agencies. The total amount of such surcharges and transaction taxes that we included in revenues aggregated $96 million and $97 million for the successor three months ended September 30, 2018 and the predecessor three months ended September 30, 2017, respectively, and $301 million and $295 million for the successor nine months ended September 30, 2018 and the predecessor nine months ended September 30, 2017, respectively. These USF surcharges, where we record revenue and transaction taxes, are assigned to the products and services categories based on the underlying revenues. We also act as a collection agent for certain other USF and transaction taxes that we are required by government agencies to bill our customers, for which we do not record any revenue or expense because we only act as a pass-through agent.
v3.10.0.1
Long-Term Debt
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Long-term Debt
(5) Long-Term Debt

The following table summarizes our long-term debt:
 
Interest Rates
 
Maturities
 
September 30, 2018
 
December 31, 2017
 
 
 
 
 
(Dollars in millions)
Level 3 Parent, LLC
 
 
 
 
 
 
 
Senior notes (1)
5.750%
 
2022
 
$
600

 
600

Subsidiaries

 
 
 
 
 
 
Level 3 Financing, Inc.

 
 
 
 
 
 
Senior notes (2)
5.125%-6.125%
 
2021 - 2026
 
5,315

 
5,315

Term loan (3)
LIBOR + 2.25%
 
2024
 
4,611

 
4,611

Capital leases
Various
 
Various
 
165

 
179

Total long-term debt, excluding unamortized premiums
 
 
 
 
10,691

 
10,705

Unamortized premiums, net
 
 
 
 
163

 
185

Total long-term debt
 
 
 
 
10,854

 
10,890

Less current maturities
 
 
 
 
(6
)
 
(8
)
Long-term debt, excluding current maturities
 
 
 
 
$
10,848

 
10,882


(1) The notes are not guaranteed by any of Level 3 Parent, LLC's subsidiaries.
(2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Parent, LLC and Level 3 Communications, LLC.    
(3) The Tranche B 2024 Term Loan is a secured obligation and is guaranteed by Level 3 Parent, LLC and certain other subsidiaries. The Tranche B 2024 Term Loan had an interest rate of 4.432% as of September 30, 2018 and 3.557% as of December 31, 2017. The interest rate on the Tranche B 2024 Term Loan is set with a minimum London Interbank Offered Rate ("LIBOR") of zero percent.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt and capital leases (excluding unamortized premiums) maturing during the following years:
 
(Dollars in millions)
2018 (remaining three months)
$
2

2019
6

2020
6

2021
647

2022
1,609

2023 and thereafter
8,421

Total long-term debt
$
10,691



Covenants

The senior notes of Level 3 Parent, LLC and term loan and senior notes of Level 3 Financing, Inc. contain extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant exceptions, restrictions on their ability to declare or pay dividends, repay certain other indebtedness, create liens, incur additional indebtedness, make investments, engage in transactions with their affiliates including CenturyLink and its other subsidiaries, dispose of assets and merge or consolidate with any other person. Also, Level 3 Parent, LLC, as well as Level 3 Financing, Inc., will be required to offer to purchase certain of its long-term debt securities under certain circumstances in connection with a "change of control" of Level 3 Parent, LLC.

Certain of CenturyLink's and our debt instruments contain cross acceleration provisions.

Compliance

At September 30, 2018, we were in compliance with the provisions and financial covenants contained in our respective material debt agreements.

Other

For additional information on our long-term debt, see Note 4 - Long Term Debt to our consolidated financial statements in Item 8 of Part II of our annual report on Form 10-K for the year ended December 31, 2017.
v3.10.0.1
Severance and Restructuring Costs
9 Months Ended
Sep. 30, 2018
Restructuring and Related Activities [Abstract]  
Severance and Restructuring Costs
(6)  Severance and Restructuring Costs

Changes in our accrued liabilities for severance expenses and restructuring costs were as follows:
 
Successor
 
Severance
 
Restructuring
 
(Dollars in millions)
Balance at January 1, 2018
$
5

 
4

Accrued to expense
15

 
48

Payments, net
(18
)
 
(5
)
Balance at September 30, 2018
$
2

 
47

v3.10.0.1
Products and Services Revenues
9 Months Ended
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]  
Products and Services Revenues
(4) Revenue Recognition

We earn most of our consolidated revenue from contracts with customers, primarily through the provision of telecommunications and other services. Revenue from contracts with customers is accounted for under Accounting Standards Codification ("ASC") 606, which we adopted on January 1, 2018 using the modified retrospective approach. We also earn revenues from leasing arrangements (primarily fiber capacity agreements) and governmental subsidy payments, neither of which are accounted for under ASC 606.

Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. Revenue is recognized based on the following five-step model:
Identification of the contract with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and,
Recognition of revenue when, or as, we satisfy a performance obligation.
We provide an array of communications services, including local voice, VPN, Ethernet, data, broadband, private line (including special access), network access, Ethernet, transport, voice, information technology, video and other ancillary services. We provide these services to a wide range of businesses, including global/international, enterprise, wholesale, government, small and medium business customers. Certain contracts also include the sale of equipment, which is not significant to our business.

For access services, we generally bill fixed monthly charges one month in advance to customers and recognize revenue as service is provided over the contract term in alignment with the customer's receipt of service. For usage, installation and other ancillary services, we generally bill in arrears and recognize revenue as usage or delivery occurs. In most cases, the amount invoiced for our service offerings constitutes the price that would be billed on a standalone basis.

Under ASC 606, we recognize revenue for services when we provide the applicable service or when control is transferred. Recognition of certain payments received in advance of services being provided is deferred until the service is provided. These advance payments include certain activation and certain installation charges. If the activation and installation charges are not separate performance obligations, we recognize them as revenue over the actual or expected contract term using historical experience, which ranges from one year to seven years depending on the service. A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. We recognize revenue for services when we satisfy our performance obligation. In most cases, termination fees or other fees on existing contracts that are negotiated in conjunction with new contracts are deferred and recognized over the new contract term.

A performance obligation is a promise in a contract with a customer to provide a good or service to the customer. We recognize revenue for services when we satisfy our performance obligation.

Promotional or performance-based incentive payments are estimated at contract inception (and updated on a periodic basis as needed) and accounted for as variable consideration. In certain cases, customers may be permitted to modify their contracts without incurring a penalty. We evaluate the change in scope or price to identify whether the modification should be treated as a separate contract, whether the modification is a termination of the existing contract and creation of a new contract, or if it is a change to the existing contract. The impact of contract modifications has not been significant to our results in 2018.

Customer contracts are evaluated to determine whether the performance obligations are separable. If the performance obligations are deemed separable and separate earnings processes exist, the total transaction price that we expect to receive with the customer is allocated to each performance obligation based on its relative standalone selling price. The standalone selling price is the price we sell to similar customers. The revenue associated with each performance obligation is then recognized as earned. The portion of any advance payment allocated to the service based upon its relative selling price is recognized ratably over the contract term.

We periodically sell optical capacity on our network. These transactions are structured as indefeasible rights of use, commonly referred to as IRUs, which are the exclusive right to use a specified amount of capacity or fiber for a specified term, typically 10 - 20 years. In most cases, we account for the cash consideration received on transfers of optical capacity as ASC 606 revenue which we recognize ratably over the term of the agreement. Cash consideration received on transfers of dark fiber is accounted for as non-ASC 606 lease revenue, which we also recognize ratably over the term of the agreement. We do not recognize revenue on any contemporaneous exchanges of our optical capacity assets for other non-owned optical capacity assets.

In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In assessing whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligations associated with the transaction.

We have service level commitments pursuant to contracts with certain of our customers. To the extent that such service levels are not achieved or are otherwise disputed due to performance or service issues or other service interruptions or conditions, we will estimate the amount of credits to be issued and record a corresponding reduction to revenues in the period that the service level commitment was not met.

Customer payments are made based on billing schedules included in our customer contracts, which is typically on a monthly basis. For certain products or services and customer types, payment is required before products or services are provided.

Comparative Results

The following tables present our reported results under ASC 606 and a reconciliation to results using the historical accounting method:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
Operating revenues
$
2,010

 
(4
)
 
2,006

 
6,149

 
(4
)
 
6,145

Cost of services and products (exclusive of depreciation and amortization)
976

 

 
976

 
2,954

 

 
2,954

Selling, general and administrative
311

 
12

 
323

 
1,043

 
32

 
1,075

Interest expense
137

 
(7
)
 
130

 
381

 
(7
)
 
374

Income tax expense
38

 
(2
)
 
36

 
184

 
(8
)
 
176

Net income
88

 
(7
)
 
81

 
190

 
(21
)
 
169

The following table presents a reconciliation of certain consolidated balance sheet captions under ASC 606 to the balance sheet results using the historical accounting method:
 
September 30, 2018
 
(Dollars in millions)
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
Other current assets
$
290

 
(22
)
 
268

Other long-term assets, net
132

 
(22
)
 
110

Deferred revenue
1,469

 
(3
)
 
1,466

Deferred income tax assets, net
274

 
10

 
284

Member's equity
18,312

 
(31
)
 
18,281


Disaggregated Revenue by Service Offering

The following table provides disaggregation of revenue from contracts with customers based on service offering for the three and nine months ended September 30, 2018, respectively. It also shows the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards.
 
Successor
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
(Dollars in millions)
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
IP & Data Services (1)
$
969

 

 
969

 
2,959

 

 
2,959

Transport & Infrastructure (2)
664

 
(45
)
 
619

 
2,012

 
(140
)
 
1,872

Voice & Collaboration (3)
349

 

 
349

 
1,093

 

 
1,093

IT and Managed Services (4)
1

 

 
1

 
3

 

 
3

Other revenues (5)
1

 
(1
)
 

 
4

 
(3
)
 
1

Affiliate revenues (6)
26

 
(26
)
 

 
78

 
(78
)
 

Total revenues
$
2,010

 
(72
)
 
1,938

 
6,149

 
(221
)
 
5,928

 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue
 
 
 
 


 
 
 
 
 


Goods transferred at a point in time
 
 
 
 
$

 
 
 
 
 
$

Services performed over time
 
 
 
 
1,938

 
 
 
 
 
5,928

Total revenue from contracts with customers


 


 
$
1,938

 
 
 
 
 
$
5,928


(1) Includes primarily VPN data network, Ethernet, IP, video and ancillary revenues.
(2) Includes primarily broadband and equipment sales and professional services revenues.
(3) Includes local, long-distance and other ancillary revenues.
(4) Includes IT services and managed services revenues.
(5) Includes sublease rental income.
(6) Includes telecommunications and data services we bill to our affiliates.
(7) Includes sublease rental income and revenue from fiber capacity lease arrangements which are not within the scope of ASC 606.
Customer Receivables and Contract Balances

The following table provides balances of customer receivables and contract liabilities as of September 30, 2018 and January 1, 2018:
 
Successor
 
September 30, 2018
 
January 1, 2018
 
(Dollars in millions)
Customer receivables (1)
$
715

 
748

Contract liabilities
413

 
353

(1)
Gross customer receivables of $725 and $751, net of allowance for doubtful accounts of $10 and $3, at September 30, 2018 and January 1, 2018, respectively.
Contract liabilities are consideration we have received from our customers in advance of providing the goods or services promised in the contract. We defer recognizing this consideration until we have satisfied the related performance obligation to the customer. Contract liabilities include recurring services billed one month in advance and installation and maintenance charges that are deferred and recognized over the actual or expected contract term, which ranges from one to seven years depending on the service. Contract liabilities are included within deferred revenue in our consolidated balance sheet.

The following table provides information about revenues recognized for the three and nine months ended September 30, 2018:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
Revenue recognized in the period from:
 
 
 
Amounts included in contract liability at the beginning of the period (January 1, 2018)
$
22

 
135

Performance obligations satisfied in previous periods

 


Performance Obligations

As of September 30, 2018, our estimated revenue expected to be recognized in the future related to performance obligations associated with customer contracts (including affiliates) that are unsatisfied (or partially satisfied) is approximately $6.3 billion. We expect to recognize approximately 67% of this revenue through 2020, with the balance recognized thereafter.

We do not disclose the amount of unsatisfied performance obligations for contracts under which we are contractually entitled to bill pre-determined amounts for future services (for example, uncommitted usage or non-recurring charges associated with professional or technical services to be completed), or contracts that are classified as leasing arrangements that are not subject to ASC 606.

Contract Costs

The following table provides changes in our contract acquisition costs and fulfillment costs for the three and nine months ended September 30, 2018:
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
Acquisition Costs
 
Fulfillment Costs
 
Acquisition Costs
 
Fulfillment Costs
Beginning of period balance
$
34

 
52

 
13

 
14

Costs incurred
16

 
22

 
42

 
70

Amortization
(5
)
 
(8
)
 
(10
)
 
(18
)
End of period balance
$
45

 
66

 
45

 
66


Acquisition costs include commission fees paid to employees as a result of obtaining contracts. Fulfillment costs include third party and internal costs associated with the provision, installation and activation of telecommunications services to customers, including labor and materials consumed for these activities. Acquisition and fulfillment costs are amortized based on the transfer of services on a straight-line basis to which the assets relate and are included in cost of services and products and selling, general and administrative expenses in our consolidated statement of operations. A portion of these costs are amortized on a portfolio basis using an average expected contract term of 30 months. The amounts of these capitalized costs that are anticipated to be amortized in the next twelve months are included in other current assets on our consolidated balance sheets. We recognize incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is less than one year. Deferred acquisition and fulfillment costs are assessed for impairment on a quarterly basis.
(7) Products and Services Revenues

We categorize our products, services and revenues among the following six categories:
IP and data services, which include primarily VPN data networks, Ethernet, IP, video (including our facilities-based video services, CDN services and Vyvx broadcast services) and other ancillary services;
Transport and infrastructure, which include broadband, private line (including business data services), data center facilities and services, including cloud, hosting and application management solutions, wavelength, equipment sales and professional services, network security services, dark fiber services and other ancillary services;
Voice and collaboration, which includes primarily local voice, including wholesale voice, and other ancillary services;
IT and managed services, which include information technology services and managed services, which may be purchased in conjunction with our other network services;
Other, which includes sublease rental income; and
Affiliates services, we provide to our affiliates, telecommunication services that we also provide to external customers. In addition, we provide to our affiliates computer system development and support services, network support and technical services.
From time to time, we may change the categorization of our products and services.

Our operating revenues for our products and services consisted of the following categories:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
(Dollars in millions)
IP and data services
$
969

 
2,959

 
 
988

 
2,947

Transport and infrastructure
664

 
2,012

 
 
677

 
2,042

Voice and collaboration
349

 
1,093

 
 
392

 
1,174

IT and managed services
1

 
3

 
 

 

Other
1

 
4

 
 
2

 
6

Affiliate
26

 
78

 
 

 

Total revenues
$
2,010

 
6,149

 
 
2,059

 
6,169



We recognize revenues in our consolidated statements of operations for certain USF surcharges and transaction taxes that we bill to our customers. Our consolidated statements of operations also reflect the offsetting expense for the amounts we remit to the government agencies. The total amount of such surcharges and transaction taxes that we included in revenues aggregated $96 million and $97 million for the successor three months ended September 30, 2018 and the predecessor three months ended September 30, 2017, respectively, and $301 million and $295 million for the successor nine months ended September 30, 2018 and the predecessor nine months ended September 30, 2017, respectively. These USF surcharges, where we record revenue and transaction taxes, are assigned to the products and services categories based on the underlying revenues. We also act as a collection agent for certain other USF and transaction taxes that we are required by government agencies to bill our customers, for which we do not record any revenue or expense because we only act as a pass-through agent.
v3.10.0.1
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2018
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
(8) Fair Value of Financial Instruments

The following table presents the carrying amounts and estimated fair values of our long-term debt, excluding capital lease and other obligations, as well as the input level used to determine the fair values indicated below:
 
 
 
September 30, 2018
 
December 31, 2017
 
Input Level
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
 
 
(Dollars in millions)
Liabilities-Long-term debt, excluding capital lease and other obligations
2
 
$
10,689

 
10,538

 
10,711

 
10,528

v3.10.0.1
Commitments, Contingencies and Other Items
9 Months Ended
Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments, Contingencies and Other Items
(9) Commitments, Contingencies and Other Items

We are subject to various claims, legal proceedings and other contingent liabilities, including the matters described below, which individually or in the aggregate could materially affect our financial condition, future results of operations or cash flows. As a matter of course, we are prepared to both litigate these matters to judgment as needed, as well as to evaluate and consider reasonable settlement opportunities.

Irrespective of its merits, litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. We review our litigation accrual liabilities on a quarterly basis, but in accordance with applicable accounting guidelines only establish accrual liabilities when losses are deemed probable and reasonably estimable and only revise previously-established accrual liabilities when warranted by changes in circumstances, in each case based on then-available information. As such, as of any given date we could have exposure to losses under proceedings as to which no liability has been accrued or as to which the accrued liability is inadequate. Amounts accrued for our litigation contingencies at September 30, 2018 aggregated to approximately $80 million and are included in “Other” current liabilities and “Other Liabilities” in our consolidated balance sheet as of such date. The establishment of an accrual does not mean that actual funds have been set aside to satisfy a given contingency. Thus, the resolution of a particular contingency for the amount accrued could have no effect on our results of operations but nonetheless could have an adverse effect on our cash flows.

In this Note, when we refer to a class action as "putative" it is because a class has been alleged, but not certified in that matter.

Peruvian Tax Litigation

In 2005, the Peruvian tax authorities ("SUNAT") issued tax assessments against one of our Peruvian subsidiaries asserting $26 million of additional income tax withholding and value-added taxes ("VAT"), penalties and interest for calendar years 2001 and 2002 on the basis that the Peruvian subsidiary incorrectly documented its importations. After taking into account the developments described below, as well as the accrued interest and foreign exchange effects, we believe the total amount of exposure is $13 million at September 30, 2018.

We challenged the assessments via administrative and then judicial review processes. In October 2011, the highest administrative review tribunal (the "Tribunal") decided the central issue underlying the 2002 assessments in SUNAT's favor. We appealed the Tribunal's decision to the first judicial level, which decided the central issue in favor of Level 3. SUNAT and we filed cross-appeals with the court of appeal. In May 2017, the court of appeal issued a decision reversing the first judicial level. In June 2017, we filed an appeal of the decision to the Supreme Court of Justice, the final judicial level. Oral argument was held before the Supreme Court of Justice in October 2018. A decision on this case is pending.

In October 2013, the Tribunal decided the central issue underlying the 2001 assessments in SUNAT’s favor. We appealed that decision to the first judicial level in Peru, which decided the central issue in favor of SUNAT. In June 2017, we filed an appeal with the court of appeal. In November 2017, the court of appeals issued a decision affirming the first judicial level and we filed an appeal of the decision to the Supreme Court of Justice. That appeal is pending.

Employee Severance and Contractor Termination Disputes

A number of former employees and third-party contractors have asserted a variety of claims in litigation against certain of our Latin American subsidiaries for separation pay, severance, commissions, pension benefits, unpaid vacation pay, breach of employment contracts, unpaid performance bonuses, property damages, moral damages and related statutory penalties, fines, costs and expenses (including accrued interest, attorneys' fees and statutorily mandated inflation adjustments) as a result of their separation from us or termination of service relationships. We are vigorously defending ourselves against the asserted claims, which aggregate to approximately $30 million at September 30, 2018.

Brazilian Tax Claims

In December 2004, March 2009, April 2009 and July 2014, the São Paulo state tax authorities issued tax assessments against one of our Brazilian subsidiaries for the Tax on Distribution of Goods and Services (“ICMS”) with respect to revenue from leasing certain assets (in the case of the December 2004, March 2009 and July 2014 assessments) and revenue from the provision of Internet access services (in the case of the April 2009 and July 2014 assessments), by treating such activities as the provision of communications services, to which the ICMS tax applies. In September 2002, July 2009 and May 2012, the Rio de Janeiro state tax authorities issued tax assessments to the same Brazilian subsidiary on similar issues.

We have filed objections to these assessments, arguing that the lease of assets and the provision of Internet access are not communication services subject to ICMS. The objections to the September 2002, December 2004 and March 2009 assessments were rejected by the respective state administrative courts, and we have appealed those decisions to the judicial courts. In October 2012 and June 2014, we received favorable rulings from the lower court on the December 2004 and March 2009 assessments regarding equipment leasing, but those rulings are subject to appeal by the state. No ruling has been obtained with respect to the September 2002 assessment. The objections to the April and July 2009 and May 2012 assessments are still pending final administrative decisions. The July 2014 assessment was confirmed during the fourth quarter of 2014 at the first administrative level, and we appealed this decision to the second administrative level.

We are vigorously contesting all such assessments in both states and, in particular, view the assessment of ICMS on revenue from equipment leasing to be without merit. These assessments, if upheld, could result in a loss of up to $34 million at September 30, 2018 in excess of the accruals established for these matters.

Qui Tam Action

We were notified in late 2017 of a qui tam action pending against Level 3 Communications, Inc. and others in the United States District Court for the Eastern District of Virginia, captioned United States of America ex rel., Stephen Bishop v. Level 3 Communications, Inc. et al. The original qui tam complaint was filed under seal on November 26, 2013, and an amended complaint was filed under seal on June 16, 2014. The court unsealed the complaints on October 26, 2017.

The amended complaint alleges that we, principally through two former employees, submitted false claims and made false statements to the government in connection with two government contracts. The relator seeks damages in this lawsuit of approximately $50 million, subject to trebling, plus statutory penalties, pre-and-post judgment interest, and attorney’s fees. The case is currently stayed.

We are evaluating our defenses to the claims. At this time, we do not believe it is probable we will incur a material loss. If, contrary to our expectations, the plaintiff prevails in this matter and proves damages at or near $50 million, and is successful in having those damages trebled, the outcome could have a material adverse effect on our results of operations in the period in which a liability is recognized and on our cash flows for the period in which any damages are paid.

Several people, including two former Level 3 employees, were indicted in the United States District Court for the Eastern District of Virginia on October 3, 2017, and charged with, among other things, accepting kickbacks from a subcontractor, who was also indicted, for work to be performed under a prime government contract. Of the two former employees, one entered a plea agreement, and the other is deceased. We are fully cooperating in the government’s investigations in this matter.

Letters of Credit

It is customary for us to use various financial instruments in the normal course of business. These instruments include letters of credit which are conditional commitments issued on our behalf in accordance with specified terms and conditions. As of both September 30, 2018 and December 31, 2017, we had outstanding letters of credit or other similar obligations of approximately $31 million and $36 million, respectively, of which $26 million and $30 million are collateralized by cash that is reflected on the consolidated balance sheets as restricted cash and securities.

Other Proceedings, Disputes and Contingencies

From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, administrative hearings or proceedings of state public utility commissions relating primarily to our rates or services, actions relating to employee claims, various tax issues, environmental law issues, grievance hearings before labor regulatory agencies and miscellaneous third-party tort actions.

We are currently defending several patent infringement lawsuits asserted against us by non-practicing entities, many of which are seeking substantial recoveries. These cases have progressed to various stages and one or more may go to trial in the coming 24 months if they are not otherwise resolved. Where applicable, we are seeking full or partial indemnification from our vendors and suppliers. As with all litigation, we are vigorously defending these actions and, as a matter of course, are prepared to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities.

We are subject to various foreign, federal, state and local environmental protection and health and safety laws. From time to time, we are subject to judicial and administrative proceedings brought by various governmental authorities under these laws. Several such proceedings are currently pending, but none individually is reasonably expected to exceed $100,000 in fines and penalties.

The outcome of these other proceedings is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on us.


__________________________________________________


The matters listed above in this Note do not reflect all of our contingencies. For additional information on our contingencies, see Note 14 - Commitments, Contingencies and Other Items to the financial statements included in Item 8 of Part II of our annual report on Form 10-K for the year ended December 31, 2017. The ultimate outcome of the above-described matters may differ materially from the outcomes anticipated, estimated, projected or implied by us in certain of our statements appearing above in this Note, and proceedings currently viewed as immaterial by us may ultimately materially impact us.
v3.10.0.1
Other Financial Information
9 Months Ended
Sep. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Financial Information
(10) Other Financial Information

Other Current Assets

The following table presents details of other current assets reflected in our consolidated balance sheets:
 
Successor
 
September 30, 2018
 
December 31, 2017
 
(Dollars in millions)
Prepaid expenses
$
146

 
68

Material, supplies and inventory
34

 
3

Deferred charges
24

 
17

Deferred commissions
22

 

Other
64

 
29

Total other current assets
$
290

 
117

v3.10.0.1
Accumulated Other Comprehensive Loss
9 Months Ended
Sep. 30, 2018
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Accumulated Other Comprehensive Loss
(11) Accumulated Other Comprehensive Loss

The tables below summarize changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the successor nine months ended September 30, 2018:
 
Foreign Currency Translation Adjustment and Other
 
Total
 
(Dollars in millions)
Balance at December 31, 2017
$
18

 
18

Other comprehensive loss before reclassifications, net of tax
(164
)
 
(164
)
Cumulative effect of adoption of ASU 2018-02, Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
6

 
6

Net other comprehensive loss
(158
)
 
(158
)
Balance at September 30, 2018
$
(140
)
 
(140
)

The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the predecessor nine months ended September 30, 2017:
 
Pension Plans
 
Foreign Currency Translation Adjustment and Other
 
Total
 
(Dollars in millions)
Balance at December 31, 2016
$
(34
)
 
(353
)
 
(387
)
Other comprehensive income before reclassifications, net of tax
1

 
106

 
107

Amounts reclassified from accumulated other comprehensive loss
(1
)
 

 
(1
)
Net other comprehensive income

 
106

 
106

Balance at September 30, 2017
$
(34
)
 
(247
)
 
(281
)
v3.10.0.1
Condensed Consolidating Financial Information
9 Months Ended
Sep. 30, 2018
Condensed Consolidating Financial Information [Abstract]  
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

v3.10.0.1
Background (Policies)
9 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

Our consolidated balance sheet as of December 31, 2017, which was derived from our audited consolidated financial statements, and our unaudited interim consolidated financial statements provided herein have been prepared in accordance with the instructions for Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission ("SEC"); however, in our opinion, the disclosures made are adequate to make the information presented not misleading. We believe that these consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. The consolidated results of operations and cash flows for the first nine months of the year are not necessarily indicative of the consolidated results of operations and cash flows that might be expected for the entire year. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2017.

On November 1, 2017, we became a wholly owned subsidiary of CenturyLink. On the date of the acquisition, our assets and liabilities were recognized at CenturyLink's preliminary estimates of fair value. This revaluation has been reflected in our financial statements and, therefore, has resulted in a new basis of accounting for the successor period beginning on November 1, 2017. This new basis of accounting means that our financial statements for the successor periods are not comparable to our previously reported financial statements, including the predecessor period financial statements in this report.

The consolidated financial statements include our accounts and the accounts of our subsidiaries in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. Transactions with our non-consolidated affiliates (CenturyLink and its other subsidiaries, referred to herein as affiliates) have not been eliminated. As part of our consolidation policy, we consider our controlled subsidiaries, investments in businesses in which we are not the primary beneficiary or do not have effective control but have the ability to significantly influence operating and financial policies, and variable interests resulting from economic arrangements that give us rights to economic risks or rewards of a legal entity. We do not have variable interests in a variable interest entity where we are required to consolidate the entity as the primary beneficiary. Due to exchange restrictions and other conditions, effective at the end of the third quarter of 2015, we deconsolidated our Venezuelan subsidiary. The factors that led to our conclusions at the end of the third quarter of 2015 continued to exist through the third quarter of 2018.

In conjunction with our acquisition on November 1, 2017, we changed the definitions we use to classify expenses as cost of services and products and selling, general and administrative, and as a result, we reclassified previously reported amounts to conform to the current period presentation. We revised our definitions so that our expense classifications are more consistent with the expense classifications used by our new ultimate parent company, CenturyLink. These revisions resulted in the reclassification of $70 million from depreciation and amortization to cost of services and products for the predecessor nine months ended September 30, 2017. Although we continued as a surviving corporation and legal entity after the acquisition, the accompanying consolidated statements of operations, comprehensive income, member's/stockholders' equity and cash flows are presented for two periods: predecessor and successor, which relates to the period preceding the acquisition and the period succeeding the acquisition. Our current definitions are as follows:
Cost of services and products (exclusive of depreciation and amortization) are expenses incurred in providing products and services to our customers. These expenses include: employee-related expenses directly attributable to operating and maintaining our network (such as salaries, wages, benefits and professional fees); facilities expenses (which are third-party telecommunications expenses we incur for using other carriers' networks to provide services to our customers); rents and utilities expenses; costs for universal service funds ("USF") (which are federal and state funds that are established to promote the availability of telecommunications services to all consumers at reasonable and affordable rates, among other things, and to which we are often required to contribute); taxes (such as property and other taxes); and other expenses directly related to our network.
Selling, general and administrative expenses are expenses incurred in selling products and services to our customers, corporate overhead and other operating expenses. These expenses include: employee-related expenses (such as salaries, wages, internal commissions, benefits and professional fees) directly attributable to selling products or services and employee-related expenses for administrative functions; marketing and advertising; taxes (such as state and local franchise taxes and sales and use taxes) and fees; external commissions; bad debt expense; and other selling, general and administrative expenses.
Segments
Segments

Our operations are integrated into and reported as part of the consolidated segment data of CenturyLink. CenturyLink's chief operating decision maker ("CODM") is our CODM but reviews our financial information on an aggregate basis only in connection with our quarterly and annual reports that we file with the Securities and Exchange Commission. Consequently, we do not provide our discrete financial information to the CODM on a regular basis. As such, we have one reportable segment.

New Accounting Pronouncements
Recently Adopted Accounting Pronouncements

In the first quarter of 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers”, ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” and ASU 2018-02, “Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”.

Each of these is described further below.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09 which replaces virtually all existing generally accepted accounting principles on revenue recognition and replaces them with a principles-based approach for determining revenue recognition using a new five step model. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs.

We adopted the new revenue recognition standard under the modified retrospective transition method. On January 1, 2018, we recorded a cumulative catch-up adjustment that increased our retained earnings by $9 million, net of $3 million of income taxes.

Under ASU 2014-09, we are now deferring (i.e. capitalizing) incremental contract acquisition and fulfillment costs and are recognizing (or amortizing) such costs over either the initial contract (plus and anticipated renewal contracts to which the costs relate) or the average customer life. Our deferred contract costs for our customers have average amortization periods of approximately 30 months. These deferred costs are monitored every period to reflect any significant change in assumptions.

See Note 4 - Revenue Recognition for additional information.

Comprehensive Income

ASU 2018-02 provides an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act (or portion thereof) is recorded. If an entity elects to reclassify the income tax effects of the Act, the amount of that reclassification shall include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the Act related to items remaining in accumulated other comprehensive income. The effect of the change in the U.S. federal corporate income tax rate on gross valuation allowances that were originally charged to income from continuing operations shall not be included. ASU 2018-02 is effective January 1, 2019, but early adoption is permitted and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. We early adopted ASU 2018-02 in the first quarter of 2018 and applied it in the period of adoption. The adoption of ASU 2018-02 resulted in a $6 million decrease to member's equity and increase to accumulated other comprehensive income. See Note 11 - Accumulated Other Comprehensive Loss for additional information.

Income Taxes

On October 24, 2016, FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” ("ASU 2016-16"). ASU 2016-16 eliminates the current prohibition on the recognition of the income tax effects on the transfer of assets among our subsidiaries. After adoption of ASU 2016-16, the income tax effects associated with these asset transfers, except for the transfer of inventory, will be recognized in the period the asset is transferred versus the current deferral and recognition upon either the sale of the asset to a third party or over the remaining useful life of the asset. We adopted ASU 2016-16 on January 1, 2018. The adoption of ASU 2016-16 did not have a material impact to our consolidated financial statements.

Recently Issued Accounting Pronouncements

Goodwill Impairment

On January 26, 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the impairment testing for goodwill by changing the measurement for goodwill impairment. Under current rules, we are required to compute the implied fair value of goodwill to measure the impairment amount if the carrying value of a reporting unit exceeds its fair value. Under ASU 2017-04, the goodwill impairment charge will equal the excess of the reporting unit carrying value above its fair value, limited to the amount of goodwill assigned to the reporting unit.

We are required to adopt the provisions of ASU 2017-04 for any goodwill impairment tests, including our required annual test, occurring after January 1, 2020, but have the option to early adopt for any impairment test that we are required to perform. We have not determined if we will elect to early adopt the provisions of ASU 2017-04. The provisions of ASU 2017-04 would not have affected our last goodwill impairment assessment, but no assurance can be provided that the simplified testing methodology will not affect our goodwill impairment assessment in the future.

Financial Instruments

On June 16, 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). The primary impact of ASU 2016-13 for us is a change in the model for the recognition of credit losses related to our financial instruments from an incurred loss model, which recognized credit losses only if it was probable that a loss had been incurred, to an expected loss model, which requires our management team to estimate the total credit losses expected on the portfolio of financial instruments. We are currently reviewing the requirements of the standard and evaluating the impact on our consolidated financial statements.

We are required to adopt the provisions of ASU 2016-13 effective January 1, 2020 but could elect to early adopt the provisions as of January 1, 2019. We expect to recognize the impacts of adopting ASU 2016-13 through a cumulative adjustment to retained earnings as of the date of adoption. As of the date of this report, we have not yet determined the date we will adopt ASU 2016-13.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). The core principle of ASU 2016-02 will require lessees to present right-of-use assets and lease liabilities on their balance sheets for operating leases, which are currently not reflected on their balance sheets.

ASU 2016-02 is effective for annual and interim periods beginning January 1, 2019. Upon adoption of ASU 2016-02, we are required to recognize and measure leases at the beginning of the earliest period presented in our consolidated financial statements using a modified retrospective approach. The modified retrospective transition approach includes a number of optional practical expedients that we may elect to apply.

In January 2018, the FASB issued ASU 2018-01, “Leases: Land Easement Practical Expedient for Transition to ASU 2016-02". ASU 2018-01 permits the election of an optional transition practical expedient to not evaluate land easements that exist or expired before the entity’s adoption of ASC 2016-02 and that were not previously accounted for as leases. We plan to adopt ASU 2018-01 at the same time we adopt ASU 2016-02.

In July 2018, the FASB issued ASU 2018-11, "Leases: Targeted Improvements" ("ASU 2018-11"). ASU 2018-11 provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have not yet determined whether we will use ASU 2018-11's newly permitted adoption method.

We are in the process of implementing a new lease administration and accounting system. We plan to adopt ASU 2016-02 and ASU 2018-01 effective January 1, 2019. The adoption of ASU 2016-02 and ASU 2018-01 will result in our recognition of right of use assets and lease liabilities that we have not previously recorded. Although we believe it is premature as of the date of this report to provide any estimate of the impact of adopting ASU 2016-02 and ASU 2018-01, we do expect that it will have a material impact on our consolidated financial statements.
v3.10.0.1
CenturyLink Merger (Tables)
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition
As of September 30, 2018, the following is our updated assignment of the preliminary estimated aggregate consideration:
 
Adjusted November 1, 2017
Balance as of December 31, 2017
 
Purchase Price Adjustments(3)
 
Adjusted November 1, 2017
Balance as of September 30, 2018
 
(Dollars in millions)
Cash, accounts receivable and other current assets (1)
$
3,317

 
(25
)
 
3,292

Property, plant and equipment
9,311

 
86

 
9,397

Identifiable intangible assets (2)
 
 
 
 


Customer relationships
8,964

 
(476
)
 
8,488

Other
391

 
(13
)
 
378

Other noncurrent assets
782

 
203

 
985

Current liabilities, excluding current maturities of long-term debt
(1,461
)
 
(31
)
 
(1,492
)
Current maturities of long-term debt
(7
)
 

 
(7
)
Long-term debt
(10,888
)
 

 
(10,888
)
Deferred revenue and other liabilities
(1,613
)
 
(102
)
 
(1,715
)
Goodwill
10,837

 
353

 
11,190

Total estimated aggregate consideration
$
19,633

 
(5
)
 
19,628


(1) Includes accounts receivable, which had a gross contractual value of $884 million on November 1, 2017 and September 30, 2018.
(2) The preliminary estimate of the weighted-average amortization period for the acquired intangible assets is approximately 12.0 years.
(3) All purchase price adjustments occurred during the nine months ended September 30, 2018.

Summary of Acquisition Related Expenses
The table below summarizes our acquisition-related expenses, which consist of integration-related expenses, including severance and retention compensation expenses, and transaction-related expenses:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2018
Nine Months Ended September 30, 2018
 
 
Three Months Ended September 30, 2017
Nine Months Ended September 30, 2017
 
(Dollars in millions)
Transaction-related expenses
$


 
 
7

12

Integration-related expenses
16

94

 
 
24

62

Total acquisition-related expenses
$
16

94

 
 
31

74

v3.10.0.1
Goodwill, Customer Relationships and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of acquisition-related intangible assets
Goodwill, customer relationships and other intangible assets consisted of the following:
 
September 30, 2018
 
December 31, 2017
 
(Dollars in millions)
Goodwill
$
11,132

 
10,837

Customer relationships, less accumulated amortization of $659 and $126
$
7,801

 
8,845

Other intangible assets subject to amortization:
 
 
 
  Trade names, less accumulated amortization of $24 and $4
106

 
126

  Developed technology, less accumulated amortization of $51 and $9
295

 
252

Total other intangible assets, net
$
401

 
378

Schedule of estimated amortization expense of finite-lived acquisition-related intangible assets
We estimate that total amortization expense for intangible assets for the successor years ending December 31, 2018 through 2022 will be as follows:
 
(Dollars in millions)
2018 (remaining three months)
$
202

2019
805

2020
805

2021
805

2022
794

Schedule of Goodwill
The following table shows the rollforward of goodwill from December 31, 2017 through September 30, 2018:
 
(Dollars in millions)
As of December 31, 2017
$
10,837

Purchase accounting and other adjustments
353

Effect of foreign currency rate change
(58
)
As of September 30, 2018
$
11,132

v3.10.0.1
Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]  
Effects of New Accounting Pronouncement
The following tables present our reported results under ASC 606 and a reconciliation to results using the historical accounting method:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
Operating revenues
$
2,010

 
(4
)
 
2,006

 
6,149

 
(4
)
 
6,145

Cost of services and products (exclusive of depreciation and amortization)
976

 

 
976

 
2,954

 

 
2,954

Selling, general and administrative
311

 
12

 
323

 
1,043

 
32

 
1,075

Interest expense
137

 
(7
)
 
130

 
381

 
(7
)
 
374

Income tax expense
38

 
(2
)
 
36

 
184

 
(8
)
 
176

Net income
88

 
(7
)
 
81

 
190

 
(21
)
 
169

The following table presents a reconciliation of certain consolidated balance sheet captions under ASC 606 to the balance sheet results using the historical accounting method:
 
September 30, 2018
 
(Dollars in millions)
 
Reported Balances as of September 30, 2018
 
Impact of ASC 606
 
ASC 605
Historical Adjusted Balances
Other current assets
$
290

 
(22
)
 
268

Other long-term assets, net
132

 
(22
)
 
110

Deferred revenue
1,469

 
(3
)
 
1,466

Deferred income tax assets, net
274

 
10

 
284

Member's equity
18,312

 
(31
)
 
18,281

Disaggregation of Revenue
The following table provides disaggregation of revenue from contracts with customers based on service offering for the three and nine months ended September 30, 2018, respectively. It also shows the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards.
 
Successor
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
(Dollars in millions)
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
IP & Data Services (1)
$
969

 

 
969

 
2,959

 

 
2,959

Transport & Infrastructure (2)
664

 
(45
)
 
619

 
2,012

 
(140
)
 
1,872

Voice & Collaboration (3)
349

 

 
349

 
1,093

 

 
1,093

IT and Managed Services (4)
1

 

 
1

 
3

 

 
3

Other revenues (5)
1

 
(1
)
 

 
4

 
(3
)
 
1

Affiliate revenues (6)
26

 
(26
)
 

 
78

 
(78
)
 

Total revenues
$
2,010

 
(72
)
 
1,938

 
6,149

 
(221
)
 
5,928

 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue
 
 
 
 


 
 
 
 
 


Goods transferred at a point in time
 
 
 
 
$

 
 
 
 
 
$

Services performed over time
 
 
 
 
1,938

 
 
 
 
 
5,928

Total revenue from contracts with customers


 


 
$
1,938

 
 
 
 
 
$
5,928


(1) Includes primarily VPN data network, Ethernet, IP, video and ancillary revenues.
(2) Includes primarily broadband and equipment sales and professional services revenues.
(3) Includes local, long-distance and other ancillary revenues.
(4) Includes IT services and managed services revenues.
(5) Includes sublease rental income.
(6) Includes telecommunications and data services we bill to our affiliates.
(7) Includes sublease rental income and revenue from fiber capacity lease arrangements which are not within the scope of ASC 606.
Our operating revenues for our products and services consisted of the following categories:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
(Dollars in millions)
IP and data services
$
969

 
2,959

 
 
988

 
2,947

Transport and infrastructure
664

 
2,012

 
 
677

 
2,042

Voice and collaboration
349

 
1,093

 
 
392

 
1,174

IT and managed services
1

 
3

 
 

 

Other
1

 
4

 
 
2

 
6

Affiliate
26

 
78

 
 

 

Total revenues
$
2,010

 
6,149

 
 
2,059

 
6,169

Contract with Customer, Asset and Liability
The following table provides information about revenues recognized for the three and nine months ended September 30, 2018:
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
Revenue recognized in the period from:
 
 
 
Amounts included in contract liability at the beginning of the period (January 1, 2018)
$
22

 
135

Performance obligations satisfied in previous periods

 

The following table provides balances of customer receivables and contract liabilities as of September 30, 2018 and January 1, 2018:
 
Successor
 
September 30, 2018
 
January 1, 2018
 
(Dollars in millions)
Customer receivables (1)
$
715

 
748

Contract liabilities
413

 
353

(1)
Gross customer receivables of $725 and $751, net of allowance for doubtful accounts of $10 and $3, at September 30, 2018 and January 1, 2018, respectively.
Capitalized Contract Cost
The following table provides changes in our contract acquisition costs and fulfillment costs for the three and nine months ended September 30, 2018:
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
Acquisition Costs
 
Fulfillment Costs
 
Acquisition Costs
 
Fulfillment Costs
Beginning of period balance
$
34

 
52

 
13

 
14

Costs incurred
16

 
22

 
42

 
70

Amortization
(5
)
 
(8
)
 
(10
)
 
(18
)
End of period balance
$
45

 
66

 
45

 
66

v3.10.0.1
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Schedule of long-term debt
The following table summarizes our long-term debt:
 
Interest Rates
 
Maturities
 
September 30, 2018
 
December 31, 2017
 
 
 
 
 
(Dollars in millions)
Level 3 Parent, LLC
 
 
 
 
 
 
 
Senior notes (1)
5.750%
 
2022
 
$
600

 
600

Subsidiaries

 
 
 
 
 
 
Level 3 Financing, Inc.

 
 
 
 
 
 
Senior notes (2)
5.125%-6.125%
 
2021 - 2026
 
5,315

 
5,315

Term loan (3)
LIBOR + 2.25%
 
2024
 
4,611

 
4,611

Capital leases
Various
 
Various
 
165

 
179

Total long-term debt, excluding unamortized premiums
 
 
 
 
10,691

 
10,705

Unamortized premiums, net
 
 
 
 
163

 
185

Total long-term debt
 
 
 
 
10,854

 
10,890

Less current maturities
 
 
 
 
(6
)
 
(8
)
Long-term debt, excluding current maturities
 
 
 
 
$
10,848

 
10,882


(1) The notes are not guaranteed by any of Level 3 Parent, LLC's subsidiaries.
(2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Parent, LLC and Level 3 Communications, LLC.    
(3) The Tranche B 2024 Term Loan is a secured obligation and is guaranteed by Level 3 Parent, LLC and certain other subsidiaries. The Tranche B 2024 Term Loan had an interest rate of 4.432% as of September 30, 2018 and 3.557% as of December 31, 2017. The interest rate on the Tranche B 2024 Term Loan is set with a minimum London Interbank Offered Rate ("LIBOR") of zero percent.
Schedule of aggregate future contractual maturities of long-term debt and capital leases (excluding discounts)
Set forth below is the aggregate principal amount of our long-term debt and capital leases (excluding unamortized premiums) maturing during the following years:
 
(Dollars in millions)
2018 (remaining three months)
$
2

2019
6

2020
6

2021
647

2022
1,609

2023 and thereafter
8,421

Total long-term debt
$
10,691

v3.10.0.1
Severance and Restructuring Costs (Tables)
9 Months Ended
Sep. 30, 2018
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs
Changes in our accrued liabilities for severance expenses and restructuring costs were as follows:
 
Successor
 
Severance
 
Restructuring
 
(Dollars in millions)
Balance at January 1, 2018
$
5

 
4

Accrued to expense
15

 
48

Payments, net
(18
)
 
(5
)
Balance at September 30, 2018
$
2

 
47

v3.10.0.1
Products and Services Revenues (Tables)
9 Months Ended
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following table provides disaggregation of revenue from contracts with customers based on service offering for the three and nine months ended September 30, 2018, respectively. It also shows the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards.
 
Successor
 
Successor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
(Dollars in millions)
 
(Dollars in millions)
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
 
Total Revenues
 
Adjustments(7)
 
Total Revenue from Contracts with Customers
IP & Data Services (1)
$
969

 

 
969

 
2,959

 

 
2,959

Transport & Infrastructure (2)
664

 
(45
)
 
619

 
2,012

 
(140
)
 
1,872

Voice & Collaboration (3)
349

 

 
349

 
1,093

 

 
1,093

IT and Managed Services (4)
1

 

 
1

 
3

 

 
3

Other revenues (5)
1

 
(1
)
 

 
4

 
(3
)
 
1

Affiliate revenues (6)
26

 
(26
)
 

 
78

 
(78
)
 

Total revenues
$
2,010

 
(72
)
 
1,938

 
6,149

 
(221
)
 
5,928

 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue
 
 
 
 


 
 
 
 
 


Goods transferred at a point in time
 
 
 
 
$

 
 
 
 
 
$

Services performed over time
 
 
 
 
1,938

 
 
 
 
 
5,928

Total revenue from contracts with customers


 


 
$
1,938

 
 
 
 
 
$
5,928


(1) Includes primarily VPN data network, Ethernet, IP, video and ancillary revenues.
(2) Includes primarily broadband and equipment sales and professional services revenues.
(3) Includes local, long-distance and other ancillary revenues.
(4) Includes IT services and managed services revenues.
(5) Includes sublease rental income.
(6) Includes telecommunications and data services we bill to our affiliates.
(7) Includes sublease rental income and revenue from fiber capacity lease arrangements which are not within the scope of ASC 606.
Our operating revenues for our products and services consisted of the following categories:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
(Dollars in millions)
IP and data services
$
969

 
2,959

 
 
988

 
2,947

Transport and infrastructure
664

 
2,012

 
 
677

 
2,042

Voice and collaboration
349

 
1,093

 
 
392

 
1,174

IT and managed services
1

 
3

 
 

 

Other
1

 
4

 
 
2

 
6

Affiliate
26

 
78

 
 

 

Total revenues
$
2,010

 
6,149

 
 
2,059

 
6,169

v3.10.0.1
Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2018
Fair Value Disclosures [Abstract]  
Schedule of fair value of liabilities measured on a recurring basis
The following table presents the carrying amounts and estimated fair values of our long-term debt, excluding capital lease and other obligations, as well as the input level used to determine the fair values indicated below:
 
 
 
September 30, 2018
 
December 31, 2017
 
Input Level
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
 
 
(Dollars in millions)
Liabilities-Long-term debt, excluding capital lease and other obligations
2
 
$
10,689

 
10,538

 
10,711

 
10,528

v3.10.0.1
Other Financial Information (Tables)
9 Months Ended
Sep. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets
The following table presents details of other current assets reflected in our consolidated balance sheets:
 
Successor
 
September 30, 2018
 
December 31, 2017
 
(Dollars in millions)
Prepaid expenses
$
146

 
68

Material, supplies and inventory
34

 
3

Deferred charges
24

 
17

Deferred commissions
22

 

Other
64

 
29

Total other current assets
$
290

 
117

v3.10.0.1
Accumulated Other Comprehensive Loss (Tables)
9 Months Ended
Sep. 30, 2018
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
The tables below summarize changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the successor nine months ended September 30, 2018:
 
Foreign Currency Translation Adjustment and Other
 
Total
 
(Dollars in millions)
Balance at December 31, 2017
$
18

 
18

Other comprehensive loss before reclassifications, net of tax
(164
)
 
(164
)
Cumulative effect of adoption of ASU 2018-02, Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
6

 
6

Net other comprehensive loss
(158
)
 
(158
)
Balance at September 30, 2018
$
(140
)
 
(140
)

The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the predecessor nine months ended September 30, 2017:
 
Pension Plans
 
Foreign Currency Translation Adjustment and Other
 
Total
 
(Dollars in millions)
Balance at December 31, 2016
$
(34
)
 
(353
)
 
(387
)
Other comprehensive income before reclassifications, net of tax
1

 
106

 
107

Amounts reclassified from accumulated other comprehensive loss
(1
)
 

 
(1
)
Net other comprehensive income

 
106

 
106

Balance at September 30, 2017
$
(34
)
 
(247
)
 
(281
)
v3.10.0.1
Condensed Consolidating Financial Information (Tables)
9 Months Ended
Sep. 30, 2018
Condensed Consolidating Financial Information [Abstract]  
Condensed Consolidating Statements of Comprehensive Income (Loss)
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
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
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

v3.10.0.1
Background (Details)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2018
USD ($)
segment
Sep. 30, 2017
USD ($)
Dec. 31, 2017
USD ($)
New Accounting Pronouncement, Early Adoption [Line Items]      
Number of reportable segments | segment 1    
Provisional income tax expense (benefit)     $ 195
Provisional income tax expense (benefit), purchase accounting adjustment $ 83    
Contract Acquisition and Fulfillment Costs      
New Accounting Pronouncement, Early Adoption [Line Items]      
Amortization period 30 months    
Adjustments for New Accounting Pronouncement      
New Accounting Pronouncement, Early Adoption [Line Items]      
Production and distribution costs   $ 70  
Accounting Standards Update 2014-09 | Accumulated Deficit      
New Accounting Pronouncement, Early Adoption [Line Items]      
Cumulative effect of new accounting principle in period of adoption     9
Cumulative effect of new accounting, tax     $ 3
Accounting Standards Update 2018-02      
New Accounting Pronouncement, Early Adoption [Line Items]      
Reclassification from AOCI to retained earnings, tax effect $ 6    
v3.10.0.1
CenturyLink Merger - Additional Information (Details)
$ in Millions
9 Months Ended
Sep. 30, 2018
USD ($)
Dec. 31, 2017
USD ($)
Nov. 01, 2017
city
dark_fiber
Business Acquisition [Line Items]      
Goodwill $ 11,132 $ 10,837  
CenturyLink | Level 3 Parent, LLC      
Business Acquisition [Line Items]      
Consideration transferred 19,600    
Number of strands of dark fiber divested | dark_fiber     24
Number of cities connected by dark fiber | city     30
Goodwill $ 11,190 $ 10,837  
v3.10.0.1
CenturyLink Merger - Preliminary Estimated Aggregate Consideration (Details) - USD ($)
$ in Millions
9 Months Ended
Nov. 01, 2017
Sep. 30, 2018
Dec. 31, 2017
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]      
Goodwill   $ 11,132 $ 10,837
CenturyLink | Level 3 Parent, LLC      
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]      
Cash, accounts receivable and other current assets   3,292 3,317
Property, plant and equipment   9,397 9,311
Other noncurrent assets   985 782
Current liabilities, excluding current maturities of long-term debt   (1,492) (1,461)
Current maturities of long-term debt   (7) (7)
Long-term debt   (10,888) (10,888)
Deferred revenue and other liabilities   (1,715) (1,613)
Goodwill   11,190 10,837
Total estimated aggregate consideration   19,628 19,633
Purchase Price Adjustments      
Cash, accounts receivable and other current assets   (25)  
Property, plant and equipment   86  
Other noncurrent assets   203  
Current liabilities, excluding current maturities of long-term debt   (31)  
Current maturities of long-term debt   0  
Long-term debt   0  
Deferred revenue and other liabilities   (102)  
Goodwill   353  
Total estimated aggregate consideration   (5)  
Accounts receivable contractual value $ 884 884  
Acquired finite-lived intangible assets weighted average remaining useful lives 12 years    
CenturyLink | Customer Relationships | Level 3 Parent, LLC      
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]      
Identifiable intangible assets   8,488 8,964
Purchase Price Adjustments      
Identifiable intangible assets   (476)  
CenturyLink | Other Intangible Assets | Level 3 Parent, LLC      
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]      
Identifiable intangible assets   378 $ 391
Purchase Price Adjustments      
Identifiable intangible assets   $ (13)  
v3.10.0.1
CenturyLink Merger - Acquisition Related Expenses (Details) - CenturyLink - Level 3 Parent, LLC - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Business Acquisition [Line Items]        
Transaction-related expenses $ 0   $ 0  
Integration-related expenses 16   94  
Total acquisition-related expenses $ 16   $ 94  
Predecessor        
Business Acquisition [Line Items]        
Transaction-related expenses   $ 7   $ 12
Integration-related expenses   24   62
Total acquisition-related expenses   $ 31   $ 74
v3.10.0.1
Goodwill, Customer Relationships and Other Intangible Assets - Schedule of Goodwill and Other Intangible Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]    
Goodwill $ 11,132 $ 10,837
Customer Contracts And Relationships    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, net 7,801 8,845
Accumulated amortization 659 126
Trade Names    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, net 106 126
Accumulated amortization 24 4
Patents and Developed Technology    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, net 295 252
Accumulated amortization 51 9
Other Intangible Assets    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, net $ 401 $ 378
v3.10.0.1
Goodwill, Customer Relationships and Other Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]          
Valuation allowance, available to reduce goodwill         $ 16
Acquired finite-lived intangible asset amortization expense $ 204 $ 49 $ 595 $ 153  
Intangible assets, gross, including goodwill $ 20,100   $ 20,100    
v3.10.0.1
Goodwill, Customer Relationships and Other Intangible Assets - Amortization Expense (Details)
$ in Millions
Sep. 30, 2018
USD ($)
Estimated amortization expense of finite-lived acquisition-related intangible assets  
2018 (remaining three months) $ 202
2019 805
2020 805
2021 805
2022 $ 794
v3.10.0.1
Goodwill, Customer Relationships and Other Intangible Assets - Goodwill Activity (Details)
$ in Millions
9 Months Ended
Sep. 30, 2018
USD ($)
Goodwill [Roll Forward]  
As of December 31, 2017 $ 10,837
Purchase accounting and other adjustments 353
Effect of foreign currency rate change (58)
As of September 30, 2018 $ 11,132
v3.10.0.1
Revenue Recognition - Additional Information (Details)
$ in Billions
9 Months Ended
Sep. 30, 2018
USD ($)
Revenue from Contract with Customer [Abstract]  
Remaining performance obligation $ 6.3
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]  
Length of customer life 30 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, percentage 67.00%
Remaining performance obligation, timing of satisfaction 2 years 3 months
Minimum  
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]  
Contract term 1 year
Average expected contract term 10 years
Maximum  
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]  
Contract term 7 years
Average expected contract term 20 years
v3.10.0.1
Revenue Recognition - Effects of ASC 606 (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2018
Dec. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Operating revenues $ 2,010 $ 6,149  
Cost of services and products (exclusive of depreciation and amortization) 976 2,954  
Selling, general and administrative 311 1,043  
Interest expense 137 381  
Income tax expense 38 184  
Net income 88 190  
Other current assets 290 290 $ 117
Other long-term assets, net 132 132 63
Deferred revenue 1,469 1,469  
Deferred income tax assets, net 274 274  
Member's equity 18,312 18,312 $ 19,254
Impact of 606 | Accounting Standards Update 2014-09      
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Operating revenues (4) (4)  
Cost of services and products (exclusive of depreciation and amortization) 0 0  
Selling, general and administrative 12 32  
Interest expense (7) (7)  
Income tax expense (2) (8)  
Net income (7) (21)  
Other current assets (22) (22)  
Other long-term assets, net (22) (22)  
Deferred revenue (3) (3)  
Deferred income tax assets, net 10 10  
Member's equity (31) (31)  
ASC 605 Historical Adjusted Balances      
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Operating revenues 2,006 6,145  
Cost of services and products (exclusive of depreciation and amortization) 976 2,954  
Selling, general and administrative 323 1,075  
Interest expense 130 374  
Income tax expense 36 176  
Net income 81 169  
Other current assets 268 268  
Other long-term assets, net 110 110  
Deferred revenue 1,466 1,466  
Deferred income tax assets, net 284 284  
Member's equity $ 18,281 $ 18,281  
v3.10.0.1
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Disaggregation of Revenue [Line Items]        
Total Revenues $ 2,010   $ 6,149  
Adjustments (72)   (221)  
Total revenue from contracts with customers 1,938   5,928  
Transferred at Point in Time        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 0   0  
Transferred over Time        
Disaggregation of Revenue [Line Items]        
Total revenue from contracts with customers 1,938   5,928  
IP & Data Services        
Disaggregation of Revenue [Line Items]        
Total Revenues 969   2,959  
Adjustments 0   0  
Total revenue from contracts with customers 969   2,959  
Transport & Infrastructure        
Disaggregation of Revenue [Line Items]        
Total Revenues 664   2,012  
Adjustments (45)   (140)  
Total revenue from contracts with customers 619   1,872  
Voice & Collaboration        
Disaggregation of Revenue [Line Items]        
Total Revenues 349   1,093  
Adjustments 0   0  
Total revenue from contracts with customers 349   1,093  
IT & Managed Services        
Disaggregation of Revenue [Line Items]        
Total Revenues 1 $ 0 3 $ 0
Adjustments 0   0  
Total revenue from contracts with customers 1   3  
Other        
Disaggregation of Revenue [Line Items]        
Total Revenues 1 $ 2 4 $ 6
Adjustments (1)   (3)  
Total revenue from contracts with customers 0   1  
Affiliate Revenues        
Disaggregation of Revenue [Line Items]        
Total Revenues 26   78  
Adjustments (26)   (78)  
Total revenue from contracts with customers $ 0   $ 0  
v3.10.0.1
Revenue Recognition - Contract Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Jan. 01, 2018
Revenue from Contract with Customer [Abstract]    
Customer receivables $ 715 $ 748
Contract liabilities 413 353
Accounts receivable, gross 725 751
Allowance for doubtful accounts receivable $ 10 $ 3
v3.10.0.1
Revenue Recognition - Deferred Revenue (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]    
Revenue recognized from amounts included in contract liability at the beginning of the period (January 1, 2018) $ 22 $ 135
Revenue recognized from performance obligations satisfied in previous periods $ 0 $ 0
v3.10.0.1
Revenue Recognition - Capitalized Contract Cost (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2018
Contract Acquisition Costs    
Capitalized Contract Cost [Roll Forward]    
Beginning of period balance $ 34 $ 13
Costs incurred 16 42
Amortization (5) (10)
End of period balance 45 45
Contract Fulfillment Costs    
Capitalized Contract Cost [Roll Forward]    
Beginning of period balance 52 14
Costs incurred 22 70
Amortization (8) (18)
End of period balance $ 66 $ 66
v3.10.0.1
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2018
Dec. 31, 2017
Long-term debt    
Total long-term debt, excluding unamortized premiums $ 10,691 $ 10,705
Unamortized premiums, net 163 185
Total long-term debt 10,854 10,890
Less current maturities (6) (8)
Long-term debt, excluding current maturities $ 10,848 10,882
Senior Notes, 5.75% Due 2022    
Long-term debt    
Stated interest rate 5.75%  
Total long-term debt, excluding unamortized premiums $ 600 600
Senior Notes with Varied Maturity Date    
Long-term debt    
Total long-term debt, excluding unamortized premiums $ 5,315 5,315
Senior Notes with Varied Maturity Date | Minimum    
Long-term debt    
Stated interest rate 5.125%  
Senior Notes with Varied Maturity Date | Maximum    
Long-term debt    
Stated interest rate 6.125%  
Tranche B 2024    
Long-term debt    
Total long-term debt, excluding unamortized premiums $ 4,611 $ 4,611
Effective percentage 4.432% 3.557%
Tranche B 2024 | London Interbank Offered Rate (LIBOR)    
Long-term debt    
Basis spread on variable rate 2.25%  
Tranche B 2024 | London Interbank Offered Rate (LIBOR) | Minimum    
Long-term debt    
Basis spread on variable rate 0.00%  
Capital Leases    
Long-term debt    
Total long-term debt, excluding unamortized premiums $ 165 $ 179
v3.10.0.1
Long-Term Debt - Debt Maturities (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
Debt Disclosure [Abstract]    
2018 (remaining three months) $ 2  
2019 6  
2020 6  
2021 647  
2022 1,609  
2023 and thereafter 8,421  
Total long-term debt $ 10,691 $ 10,705
v3.10.0.1
Severance and Restructuring Costs (Details)
$ in Millions
9 Months Ended
Sep. 30, 2018
USD ($)
Employee Severance  
Restructuring Reserve [Roll Forward]  
Balance at January 1, 2018 $ 5
Accrued to expense 15
Payments, net (18)
Balance at September 30, 2018 2
Restructuring Excluding Severance  
Restructuring Reserve [Roll Forward]  
Balance at January 1, 2018 4
Accrued to expense 48
Payments, net (5)
Balance at September 30, 2018 $ 47
v3.10.0.1
Products and Services Revenues - Additional Information (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
USD ($)
Sep. 30, 2017
USD ($)
Sep. 30, 2018
USD ($)
category
Sep. 30, 2017
USD ($)
Disaggregation of Revenue [Line Items]        
Number of categories of products and services | category     6  
Operating revenues $ 2,010   $ 6,149  
Predecessor        
Disaggregation of Revenue [Line Items]        
Operating revenues   $ 2,059   $ 6,169
USF Surcharge and Transaction Taxes        
Disaggregation of Revenue [Line Items]        
Operating revenues $ 96   $ 301  
USF Surcharge and Transaction Taxes | Predecessor        
Disaggregation of Revenue [Line Items]        
Operating revenues   $ 97   $ 295
v3.10.0.1
Products and Services Revenues - Operating Revenues for Products and Services (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Disaggregation of Revenue [Line Items]        
Operating revenues $ 2,010   $ 6,149  
IP & Data Services        
Disaggregation of Revenue [Line Items]        
Operating revenues 969   2,959  
Transport & Infrastructure        
Disaggregation of Revenue [Line Items]        
Operating revenues 664   2,012  
Voice & Collaboration        
Disaggregation of Revenue [Line Items]        
Operating revenues 349   1,093  
IT & Managed Services        
Disaggregation of Revenue [Line Items]        
Operating revenues 1 $ 0 3 $ 0
Other        
Disaggregation of Revenue [Line Items]        
Operating revenues 1 2 4 6
Affiliate Revenues        
Disaggregation of Revenue [Line Items]        
Operating revenues $ 26   $ 78  
Predecessor        
Disaggregation of Revenue [Line Items]        
Operating revenues   2,059   6,169
Predecessor | IP & Data Services        
Disaggregation of Revenue [Line Items]        
Operating revenues   988   2,947
Predecessor | Transport & Infrastructure        
Disaggregation of Revenue [Line Items]        
Operating revenues   677   2,042
Predecessor | Voice & Collaboration        
Disaggregation of Revenue [Line Items]        
Operating revenues   392   1,174
Predecessor | Affiliate Revenues        
Disaggregation of Revenue [Line Items]        
Operating revenues   $ 0   $ 0
v3.10.0.1
Fair Value of Financial Instruments - Liabilities, Recurring (Details) - Fair Value, Measurements, Recurring - Significant Other Observable Inputs (Level 2) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
Carrying Amount    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Liabilities-Long-term debt, excluding capital lease and other obligations $ 10,689 $ 10,711
Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Liabilities-Long-term debt, excluding capital lease and other obligations $ 10,538 $ 10,528
v3.10.0.1
Commitments, Contingencies and Other Items - Lawsuits (Details)
$ in Millions
9 Months Ended
Sep. 30, 2018
USD ($)
Employee
contract
Loss Contingencies  
Estimated litigation liability $ 80
Peruvian Tax Litigation, Before Interest | Pending Litigation  
Loss Contingencies  
Asserted claim 26
Peruvian Tax Litigation | Pending Litigation  
Loss Contingencies  
Asserted claim 13
Employee Severance and Contractor Termination Disputes | Pending Litigation  
Loss Contingencies  
Asserted claim 30
Brazilian Tax Claims  
Loss Contingencies  
Estimate of possible loss $ 34
United States of America ex rel., Stephen Bishop v. Level 3 Communications, Inc. et al.  
Loss Contingencies  
Number of former employees names in lawsuit | Employee 2
Number of government contracts in question | contract 2
Damages sought, value $ 50
v3.10.0.1
Commitments, Contingencies and Other Items - Other Commitments (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]    
Amount outstanding under letters of credit or other similar obligations $ 31 $ 36
Collateralized by cash, that is reflected on the consolidated balance sheets as restricted cash $ 26 $ 30
v3.10.0.1
Other Financial Information - Other Current Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid expenses $ 146 $ 68
Material, supplies and inventory 34 3
Deferred charges 24 17
Deferred commissions 22 0
Other 64 29
Total other current assets $ 290 $ 117
v3.10.0.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period $ 19,272  
Other comprehensive loss before reclassifications, net of tax (164) $ 107
Cumulative effect of adoption of ASU 2018-02, Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income 6 (1)
Net other comprehensive loss (158) 106
Balance at end of period 18,172  
Pension Plans    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period   (34)
Other comprehensive loss before reclassifications, net of tax   1
Cumulative effect of adoption of ASU 2018-02, Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income   (1)
Net other comprehensive loss   0
Balance at end of period   (34)
Foreign Currency Translation Adjustment and Other    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period 18 (353)
Other comprehensive loss before reclassifications, net of tax (164) 106
Cumulative effect of adoption of ASU 2018-02, Income Statement-Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income 6 0
Net other comprehensive loss (158) 106
Balance at end of period (140) (247)
AOCI Attributable to Parent    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period 18 (387)
Balance at end of period $ (140) $ (281)
v3.10.0.1
Condensed Consolidating Financial Information - Statements of Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
OPERATING REVENUES        
Operating revenues $ 2,010   $ 6,149  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 976   2,954  
Selling, general and administrative 311   1,043  
Operating expenses - affiliates 65   173  
Depreciation and amortization 431   1,295  
Total operating expenses 1,783   5,465  
OPERATING INCOME 227   684  
OTHER INCOME (EXPENSE)        
Interest income (1)   0  
Interest income - affiliate 18   50  
Interest expense (137)   (381)  
Interest income (expense) - intercompany, net 0   0  
Equity in net earnings (losses) of subsidiaries 0   0  
Loss on modification and extinguishment of debt 0   0  
Other income, net 19   21  
Total other expense, net (101)   (310)  
INCOME BEFORE INCOME TAX EXPENSE 126   374  
Income tax expense (38)   (184)  
NET INCOME 88   190  
Other comprehensive (loss) income (1)   (164)  
COMPREHENSIVE INCOME 87   26  
Eliminations        
OPERATING REVENUES        
Operating revenues (71)   (154)  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 0   0  
Selling, general and administrative (71)   (72)  
Operating expenses - affiliates 0   (82)  
Depreciation and amortization 0   0  
Total operating expenses (71)   (154)  
OPERATING INCOME 0   0  
OTHER INCOME (EXPENSE)        
Interest income 1   0  
Interest income - affiliate 0   0  
Interest expense (1)   0  
Interest income (expense) - intercompany, net 0   0  
Equity in net earnings (losses) of subsidiaries 1,072   3,375  
Other income, net 0   0  
Total other expense, net 1,072   3,375  
INCOME BEFORE INCOME TAX EXPENSE 1,072   3,375  
Income tax expense 0   0  
NET INCOME 1,072   3,375  
Other comprehensive (loss) income 1   164  
COMPREHENSIVE INCOME 1,073   3,539  
Level 3 Communications, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 0   0  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 0   0  
Selling, general and administrative 0   0  
Operating expenses - affiliates 0   0  
Depreciation and amortization 0   0  
Total operating expenses 0   0  
OPERATING INCOME 0   0  
OTHER INCOME (EXPENSE)        
Interest income 0   0  
Interest income - affiliate 16   48  
Interest expense (8)   (24)  
Interest income (expense) - intercompany, net 771   1,474  
Equity in net earnings (losses) of subsidiaries (690)   (1,321)  
Other income, net (3)   (3)  
Total other expense, net 86   174  
INCOME BEFORE INCOME TAX EXPENSE 86   174  
Income tax expense 2   16  
NET INCOME 88   190  
Other comprehensive (loss) income (1)   (164)  
COMPREHENSIVE INCOME 87   26  
Level 3 Financing, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 0   0  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 0   0  
Selling, general and administrative 0   3  
Operating expenses - affiliates 0   0  
Depreciation and amortization 0   0  
Total operating expenses 0   3  
OPERATING INCOME 0   (3)  
OTHER INCOME (EXPENSE)        
Interest income 0   0  
Interest income - affiliate 0   0  
Interest expense (118)   (339)  
Interest income (expense) - intercompany, net 234   1,446  
Equity in net earnings (losses) of subsidiaries (834)   (2,505)  
Other income, net 0   0  
Total other expense, net (718)   (1,398)  
INCOME BEFORE INCOME TAX EXPENSE (718)   (1,401)  
Income tax expense 28   80  
NET INCOME (690)   (1,321)  
Other comprehensive (loss) income 0   0  
COMPREHENSIVE INCOME (690)   (1,321)  
Level 3 Communications, LLC | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 1,001   2,965  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 538   1,727  
Selling, general and administrative 333   878  
Operating expenses - affiliates 50   140  
Depreciation and amortization 176   520  
Total operating expenses 1,097   3,265  
OPERATING INCOME (96)   (300)  
OTHER INCOME (EXPENSE)        
Interest income 0   1  
Interest income - affiliate 0   0  
Interest expense (2)   (3)  
Interest income (expense) - intercompany, net (997)   (2,756)  
Equity in net earnings (losses) of subsidiaries 452   451  
Other income, net (1)   2  
Total other expense, net (548)   (2,305)  
INCOME BEFORE INCOME TAX EXPENSE (644)   (2,605)  
Income tax expense 18   (16)  
NET INCOME (626)   (2,621)  
Other comprehensive (loss) income 0   0  
COMPREHENSIVE INCOME (626)   (2,621)  
Other Non-Guarantor Subsidiaries | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 1,080   3,338  
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization) 438   1,227  
Selling, general and administrative 49   234  
Operating expenses - affiliates 15   115  
Depreciation and amortization 255   775  
Total operating expenses 757   2,351  
OPERATING INCOME 323   987  
OTHER INCOME (EXPENSE)        
Interest income (2)   (1)  
Interest income - affiliate 2   2  
Interest expense (8)   (15)  
Interest income (expense) - intercompany, net (8)   (164)  
Equity in net earnings (losses) of subsidiaries 0   0  
Other income, net 23   22  
Total other expense, net 7   (156)  
INCOME BEFORE INCOME TAX EXPENSE 330   831  
Income tax expense (86)   (264)  
NET INCOME 244   567  
Other comprehensive (loss) income (1)   (164)  
COMPREHENSIVE INCOME 243   403  
Predecessor        
OPERATING REVENUES        
Operating revenues   $ 2,059   $ 6,169
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   1,046   3,132
Selling, general and administrative   354   1,085
Operating expenses - affiliates   0   0
Depreciation and amortization   310   913
Total operating expenses   1,710   5,130
OPERATING INCOME   349   1,039
OTHER INCOME (EXPENSE)        
Interest income   6   11
Interest income - affiliate   0   0
Interest expense   (134)   (399)
Interest income (expense) - intercompany, net   0   0
Equity in net earnings (losses) of subsidiaries   0   0
Loss on modification and extinguishment of debt   0   (44)
Other income, net   12   14
Total other expense, net   (116)   (418)
INCOME BEFORE INCOME TAX EXPENSE   233   621
Income tax expense   (76)   (215)
NET INCOME   157   406
Other comprehensive (loss) income   44   106
COMPREHENSIVE INCOME   201   512
Predecessor | Eliminations        
OPERATING REVENUES        
Operating revenues   (41)   (116)
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   (41)   (116)
Selling, general and administrative   0   0
Operating expenses - affiliates   0   0
Depreciation and amortization   0   0
Total operating expenses   (41)   (116)
OPERATING INCOME   0   0
OTHER INCOME (EXPENSE)        
Interest income   0   0
Interest income - affiliate   0   0
Interest expense   0   0
Interest income (expense) - intercompany, net   0   0
Equity in net earnings (losses) of subsidiaries   611   1,977
Loss on modification and extinguishment of debt       0
Other income, net   0   0
Total other expense, net   611   1,977
INCOME BEFORE INCOME TAX EXPENSE   611   1,977
Income tax expense   0   0
NET INCOME   611   1,977
Other comprehensive (loss) income   (44)   (106)
COMPREHENSIVE INCOME   567   1,871
Predecessor | Level 3 Communications, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   0   0
Selling, general and administrative   2   4
Operating expenses - affiliates   0   0
Depreciation and amortization   0   0
Total operating expenses   2   4
OPERATING INCOME   (2)   (4)
OTHER INCOME (EXPENSE)        
Interest income   0   0
Interest income - affiliate   0   0
Interest expense   (9)   (27)
Interest income (expense) - intercompany, net   377   1,132
Equity in net earnings (losses) of subsidiaries   (212)   (703)
Loss on modification and extinguishment of debt       0
Other income, net   0   0
Total other expense, net   156   402
INCOME BEFORE INCOME TAX EXPENSE   154   398
Income tax expense   3   8
NET INCOME   157   406
Other comprehensive (loss) income   44   106
COMPREHENSIVE INCOME   201   512
Predecessor | Level 3 Financing, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   0   0
Selling, general and administrative   1   3
Operating expenses - affiliates   0   0
Depreciation and amortization   0   0
Total operating expenses   1   3
OPERATING INCOME   (1)   (3)
OTHER INCOME (EXPENSE)        
Interest income   0   0
Interest income - affiliate   0   0
Interest expense   (121)   (358)
Interest income (expense) - intercompany, net   562   1,703
Equity in net earnings (losses) of subsidiaries   (614)   (1,892)
Loss on modification and extinguishment of debt       (44)
Other income, net   0   0
Total other expense, net   (173)   (591)
INCOME BEFORE INCOME TAX EXPENSE   (174)   (594)
Income tax expense   (38)   (109)
NET INCOME   (212)   (703)
Other comprehensive (loss) income   0   0
COMPREHENSIVE INCOME   (212)   (703)
Predecessor | Level 3 Communications, LLC | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   932   2,786
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   600   1,785
Selling, general and administrative   272   843
Operating expenses - affiliates   0   0
Depreciation and amortization   97   276
Total operating expenses   969   2,904
OPERATING INCOME   (37)   (118)
OTHER INCOME (EXPENSE)        
Interest income   6   11
Interest income - affiliate   0   0
Interest expense   0   (2)
Interest income (expense) - intercompany, net   (868)   (2,605)
Equity in net earnings (losses) of subsidiaries   215   618
Loss on modification and extinguishment of debt       0
Other income, net   12   15
Total other expense, net   (635)   (1,963)
INCOME BEFORE INCOME TAX EXPENSE   (672)   (2,081)
Income tax expense   (1)   (3)
NET INCOME   (673)   (2,084)
Other comprehensive (loss) income   0   0
COMPREHENSIVE INCOME   (673)   (2,084)
Predecessor | Other Non-Guarantor Subsidiaries | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   1,168   3,499
OPERATING EXPENSES        
Cost of services and products (exclusive of depreciation and amortization)   487   1,463
Selling, general and administrative   79   235
Operating expenses - affiliates   0   0
Depreciation and amortization   213   637
Total operating expenses   779   2,335
OPERATING INCOME   389   1,164
OTHER INCOME (EXPENSE)        
Interest income   0   0
Interest income - affiliate   0   0
Interest expense   (4)   (12)
Interest income (expense) - intercompany, net   (71)   (230)
Equity in net earnings (losses) of subsidiaries   0   0
Loss on modification and extinguishment of debt       0
Other income, net   0   (1)
Total other expense, net   (75)   (243)
INCOME BEFORE INCOME TAX EXPENSE   314   921
Income tax expense   (40)   (111)
NET INCOME   274   810
Other comprehensive (loss) income   44   106
COMPREHENSIVE INCOME   318   916
Non-Affiliate Revenue        
OPERATING REVENUES        
Operating revenues 1,984   6,071  
Non-Affiliate Revenue | Eliminations        
OPERATING REVENUES        
Operating revenues 0   0  
Non-Affiliate Revenue | Level 3 Communications, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 0   0  
Non-Affiliate Revenue | Level 3 Financing, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 0   0  
Non-Affiliate Revenue | Level 3 Communications, LLC | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 951   2,884  
Non-Affiliate Revenue | Other Non-Guarantor Subsidiaries | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 1,033   3,187  
Non-Affiliate Revenue | Predecessor        
OPERATING REVENUES        
Operating revenues   2,059   6,169
Non-Affiliate Revenue | Predecessor | Eliminations        
OPERATING REVENUES        
Operating revenues   (41)   (116)
Non-Affiliate Revenue | Predecessor | Level 3 Communications, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
Non-Affiliate Revenue | Predecessor | Level 3 Financing, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
Non-Affiliate Revenue | Predecessor | Level 3 Communications, LLC | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   932   2,786
Non-Affiliate Revenue | Predecessor | Other Non-Guarantor Subsidiaries | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   1,168   3,499
Affiliate Revenues        
OPERATING REVENUES        
Operating revenues 26   78  
Affiliate Revenues | Eliminations        
OPERATING REVENUES        
Operating revenues (71)   (154)  
Affiliate Revenues | Level 3 Communications, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 0   0  
Affiliate Revenues | Level 3 Financing, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 0   0  
Affiliate Revenues | Level 3 Communications, LLC | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues 50   81  
Affiliate Revenues | Other Non-Guarantor Subsidiaries | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues $ 47   $ 151  
Affiliate Revenues | Predecessor        
OPERATING REVENUES        
Operating revenues   0   0
Affiliate Revenues | Predecessor | Eliminations        
OPERATING REVENUES        
Operating revenues   0   0
Affiliate Revenues | Predecessor | Level 3 Communications, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
Affiliate Revenues | Predecessor | Level 3 Financing, Inc. | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
Affiliate Revenues | Predecessor | Level 3 Communications, LLC | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   0   0
Affiliate Revenues | Predecessor | Other Non-Guarantor Subsidiaries | Reportable Legal Entities        
OPERATING REVENUES        
Operating revenues   $ 0   $ 0
v3.10.0.1
Condensed Consolidating Financial Information - Balance Sheets (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Dec. 31, 2017
CURRENT ASSETS    
Cash and cash equivalents $ 188 $ 297
Restricted cash and securities 3 5
Assets held for sale 15 140
Accounts receivable 715 748
Accounts receivable - affiliate 0 13
Intercompany advances 0 0
Note receivable - affiliate 1,825 1,825
Other 290 117
Total current assets 3,036 3,145
Property, plant, and equipment, net 9,274 9,412
Restricted cash and securities 25 29
GOODWILL AND OTHER ASSETS    
Goodwill 11,132 10,837
Investment in subsidiaries 0 0
Deferred tax assets 463 426
Other, net 132 63
Total goodwill and other assets 19,929 20,549
TOTAL ASSETS 32,264 33,135
CURRENT LIABILITIES    
Current maturities of long-term debt 6 8
Accounts payable 619 695
Accounts payable - affiliate 88 41
Income and other taxes 114 100
Salaries and benefits 233 136
Interest 96 109
Current portion of deferred revenue 288 260
Intercompany payables 0 0
Other 72 57
Total current liabilities 1,516 1,406
LONG-TERM DEBT 10,848 10,882
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 1,181 1,099
Deferred income taxes 189 212
Other 358 264
Total deferred revenue and other liabilities 1,728 1,575
COMMITMENTS AND CONTINGENCIES (Note 9)
MEMBER'S EQUITY (DEFICIT) 18,172 19,272
TOTAL LIABILITIES AND MEMBER'S EQUITY 32,264 33,135
Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 7,801 8,845
Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 401 378
Eliminations    
CURRENT ASSETS    
Cash and cash equivalents 0 0
Restricted cash and securities 0 0
Assets held for sale 0 0
Accounts receivable 0 0
Accounts receivable - affiliate 0 (51)
Intercompany advances (50,834) (42,483)
Note receivable - affiliate 0 0
Other 0 0
Total current assets (50,834) (42,534)
Property, plant, and equipment, net 0 0
Restricted cash and securities 0 0
GOODWILL AND OTHER ASSETS    
Goodwill 0 0
Investment in subsidiaries (38,989) (38,973)
Deferred tax assets (1,771) (1,771)
Other, net 0 0
Total goodwill and other assets (40,760) (40,744)
TOTAL ASSETS (91,594) (83,278)
CURRENT LIABILITIES    
Current maturities of long-term debt 0 0
Accounts payable 0 0
Accounts payable - affiliate 0 (51)
Income and other taxes 0 0
Salaries and benefits 0 0
Interest 0 0
Current portion of deferred revenue 0 0
Current portion of deferred revenue, affiliate (50,834)  
Intercompany payables 0 (42,483)
Other 0 0
Total current liabilities (50,834) (42,534)
LONG-TERM DEBT 0 0
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 0 0
Deferred income taxes (1,771) (1,771)
Other 0 0
Total deferred revenue and other liabilities (1,771) (1,771)
COMMITMENTS AND CONTINGENCIES (Note 9)  
MEMBER'S EQUITY (DEFICIT) (38,989) (38,973)
TOTAL LIABILITIES AND MEMBER'S EQUITY (91,594) (83,278)
Eliminations | Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 0 0
Eliminations | Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 0 0
Level 3 Communications, Inc. | Reportable Legal Entities    
CURRENT ASSETS    
Cash and cash equivalents 36 13
Restricted cash and securities 0 0
Assets held for sale 0 68
Accounts receivable 0 0
Accounts receivable - affiliate 0 0
Intercompany advances 16,935 16,251
Note receivable - affiliate 1,825 1,825
Other 0 0
Total current assets 18,796 18,157
Property, plant, and equipment, net 0 0
Restricted cash and securities 15 19
GOODWILL AND OTHER ASSETS    
Goodwill 0 0
Investment in subsidiaries 16,265 16,954
Deferred tax assets 283 280
Other, net 0 0
Total goodwill and other assets 16,548 17,234
TOTAL ASSETS 35,359 35,410
CURRENT LIABILITIES    
Current maturities of long-term debt 0 0
Accounts payable 17 0
Accounts payable - affiliate (4) 11
Income and other taxes 17 0
Salaries and benefits 0 0
Interest 3 11
Current portion of deferred revenue 0 0
Current portion of deferred revenue, affiliate 0  
Intercompany payables 0 0
Other 0 16
Total current liabilities 33 38
LONG-TERM DEBT 614 616
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 0 0
Deferred income taxes 651 648
Other 0 1
Total deferred revenue and other liabilities 651 649
COMMITMENTS AND CONTINGENCIES (Note 9)  
MEMBER'S EQUITY (DEFICIT) 34,061 34,107
TOTAL LIABILITIES AND MEMBER'S EQUITY 35,359 35,410
Level 3 Communications, Inc. | Reportable Legal Entities | Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 0 0
Level 3 Communications, Inc. | Reportable Legal Entities | Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 0 0
Level 3 Financing, Inc. | Reportable Legal Entities    
CURRENT ASSETS    
Cash and cash equivalents 0 0
Restricted cash and securities 0 0
Assets held for sale 0 0
Accounts receivable 0 0
Accounts receivable - affiliate 0 0
Intercompany advances 23,527 21,032
Note receivable - affiliate 0 0
Other 0 0
Total current assets 23,527 21,032
Property, plant, and equipment, net 0 0
Restricted cash and securities 0 0
GOODWILL AND OTHER ASSETS    
Goodwill 0 0
Investment in subsidiaries 18,667 18,403
Deferred tax assets 1,902 1,795
Other, net 0 0
Total goodwill and other assets 20,569 20,198
TOTAL ASSETS 44,096 41,230
CURRENT LIABILITIES    
Current maturities of long-term debt 0 0
Accounts payable 57 1
Accounts payable - affiliate (3) 0
Income and other taxes 3 0
Salaries and benefits 0 0
Interest 87 91
Current portion of deferred revenue 0 0
Current portion of deferred revenue, affiliate 0  
Intercompany payables 0 0
Other 1 0
Total current liabilities 145 92
LONG-TERM DEBT 10,075 10,096
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 0 0
Deferred income taxes 19 0
Other 0 1
Total deferred revenue and other liabilities 19 1
COMMITMENTS AND CONTINGENCIES (Note 9)  
MEMBER'S EQUITY (DEFICIT) 33,857 31,041
TOTAL LIABILITIES AND MEMBER'S EQUITY 44,096 41,230
Level 3 Financing, Inc. | Reportable Legal Entities | Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 0 0
Level 3 Financing, Inc. | Reportable Legal Entities | Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 0 0
Level 3 Communications, LLC | Reportable Legal Entities    
CURRENT ASSETS    
Cash and cash equivalents 73 175
Restricted cash and securities 1 1
Assets held for sale 1 5
Accounts receivable 24 26
Accounts receivable - affiliate 0 60
Intercompany advances (106) 0
Note receivable - affiliate 0 0
Other 122 54
Total current assets 115 321
Property, plant, and equipment, net 3,137 3,237
Restricted cash and securities 10 10
GOODWILL AND OTHER ASSETS    
Goodwill 9,576 1,200
Investment in subsidiaries 4,057 3,616
Deferred tax assets 203 0
Other, net 75 32
Total goodwill and other assets 18,099 9,550
TOTAL ASSETS 21,361 13,118
CURRENT LIABILITIES    
Current maturities of long-term debt 1 2
Accounts payable 215 323
Accounts payable - affiliate 93 0
Income and other taxes 59 55
Salaries and benefits 196 109
Interest 1 0
Current portion of deferred revenue 147 129
Current portion of deferred revenue, affiliate 45,320  
Intercompany payables 0 42,483
Other 1 23
Total current liabilities 46,033 43,124
LONG-TERM DEBT 7 13
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 962 846
Deferred income taxes 837 870
Other 170 98
Total deferred revenue and other liabilities 1,969 1,814
COMMITMENTS AND CONTINGENCIES (Note 9)  
MEMBER'S EQUITY (DEFICIT) (26,648) (31,833)
TOTAL LIABILITIES AND MEMBER'S EQUITY 21,361 13,118
Level 3 Communications, LLC | Reportable Legal Entities | Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 3,815 4,324
Level 3 Communications, LLC | Reportable Legal Entities | Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 373 378
Other Non-Guarantor Subsidiaries | Reportable Legal Entities    
CURRENT ASSETS    
Cash and cash equivalents 79 109
Restricted cash and securities 2 4
Assets held for sale 14 67
Accounts receivable 691 722
Accounts receivable - affiliate 0 4
Intercompany advances 10,478 5,200
Note receivable - affiliate 0 0
Other 168 63
Total current assets 11,432 6,169
Property, plant, and equipment, net 6,137 6,175
Restricted cash and securities 0 0
GOODWILL AND OTHER ASSETS    
Goodwill 1,556 9,637
Investment in subsidiaries 0 0
Deferred tax assets (154) 122
Other, net 57 31
Total goodwill and other assets 5,473 14,311
TOTAL ASSETS 23,042 26,655
CURRENT LIABILITIES    
Current maturities of long-term debt 5 6
Accounts payable 330 371
Accounts payable - affiliate 2 81
Income and other taxes 35 45
Salaries and benefits 37 27
Interest 5 7
Current portion of deferred revenue 141 131
Current portion of deferred revenue, affiliate 5,514  
Intercompany payables 0 0
Other 70 18
Total current liabilities 6,139 686
LONG-TERM DEBT 152 157
DEFERRED REVENUE AND OTHER LIABILITIES    
Deferred revenue 219 253
Deferred income taxes 453 465
Other 188 164
Total deferred revenue and other liabilities 860 882
COMMITMENTS AND CONTINGENCIES (Note 9)  
MEMBER'S EQUITY (DEFICIT) 15,891 24,930
TOTAL LIABILITIES AND MEMBER'S EQUITY 23,042 26,655
Other Non-Guarantor Subsidiaries | Reportable Legal Entities | Customer Contracts And Relationships    
GOODWILL AND OTHER ASSETS    
Intangible assets, net 3,986 4,521
Other Non-Guarantor Subsidiaries | Reportable Legal Entities | Other Intangible Assets    
GOODWILL AND OTHER ASSETS    
Intangible assets, net $ 28 $ 0
v3.10.0.1
Condensed Consolidating Financial Information - Statements of Cash Flows (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Condensed Consolidating Financial Information    
Net cash provided by operating activities $ 1,627  
INVESTING ACTIVITIES    
Capital expenditures (726)  
Purchase of marketable securities 0  
Maturity of marketable securities 0  
Proceeds from sale of property, plant and equipment and other assets 119  
Net cash used in investing activities (607)  
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt 0  
Payments of long-term debt (5)  
Distributions (1,130)  
Increase (decrease) due from/to affiliates, net 0  
Net cash used in financing activities (1,135)  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities (115)  
Cash, cash equivalents and restricted cash and securities at beginning of period 331  
Cash, cash equivalents and restricted cash and securities at end of period 216  
Eliminations    
Condensed Consolidating Financial Information    
Net cash provided by operating activities 0  
INVESTING ACTIVITIES    
Capital expenditures 0  
Proceeds from sale of property, plant and equipment and other assets 0  
Net cash used in investing activities 0  
FINANCING ACTIVITIES    
Payments of long-term debt 0  
Distributions 0  
Increase (decrease) due from/to affiliates, net 0  
Net cash used in financing activities 0  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities 0  
Cash, cash equivalents and restricted cash and securities at beginning of period 0  
Cash, cash equivalents and restricted cash and securities at end of period 0  
Level 3 Communications, Inc. | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities (49)  
INVESTING ACTIVITIES    
Capital expenditures 0  
Proceeds from sale of property, plant and equipment and other assets 68  
Net cash used in investing activities 68  
FINANCING ACTIVITIES    
Payments of long-term debt 0  
Distributions (1,130)  
Increase (decrease) due from/to affiliates, net 1,130  
Net cash used in financing activities 0  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities 19  
Cash, cash equivalents and restricted cash and securities at beginning of period 32  
Cash, cash equivalents and restricted cash and securities at end of period 51  
Level 3 Financing, Inc. | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities 0  
INVESTING ACTIVITIES    
Capital expenditures 0  
Proceeds from sale of property, plant and equipment and other assets 0  
Net cash used in investing activities 0  
FINANCING ACTIVITIES    
Payments of long-term debt 0  
Distributions 0  
Increase (decrease) due from/to affiliates, net 0  
Net cash used in financing activities 0  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities 0  
Cash, cash equivalents and restricted cash and securities at beginning of period 0  
Cash, cash equivalents and restricted cash and securities at end of period 0  
Level 3 Communications, LLC | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities 1,420  
INVESTING ACTIVITIES    
Capital expenditures (392)  
Proceeds from sale of property, plant and equipment and other assets 0  
Net cash used in investing activities (392)  
FINANCING ACTIVITIES    
Payments of long-term debt 0  
Distributions 0  
Increase (decrease) due from/to affiliates, net (1,130)  
Net cash used in financing activities (1,130)  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities (102)  
Cash, cash equivalents and restricted cash and securities at beginning of period 186  
Cash, cash equivalents and restricted cash and securities at end of period 84  
Other Non-Guarantor Subsidiaries | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities 256  
INVESTING ACTIVITIES    
Capital expenditures (334)  
Proceeds from sale of property, plant and equipment and other assets 51  
Net cash used in investing activities (283)  
FINANCING ACTIVITIES    
Payments of long-term debt (5)  
Distributions 0  
Increase (decrease) due from/to affiliates, net 0  
Net cash used in financing activities (5)  
Effect of exchange rates on cash, cash equivalents and restricted cash and securities 0  
Net (decrease) increase in cash, cash equivalents and restricted cash and securities (32)  
Cash, cash equivalents and restricted cash and securities at beginning of period 113  
Cash, cash equivalents and restricted cash and securities at end of period $ 81  
Predecessor    
Condensed Consolidating Financial Information    
Net cash provided by operating activities   $ 1,791
INVESTING ACTIVITIES    
Capital expenditures   (1,018)
Purchase of marketable securities   (1,127)
Maturity of marketable securities   1,127
Proceeds from sale of property, plant and equipment and other assets   1
Net cash used in investing activities   (1,017)
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   4,569
Payments of long-term debt   (4,917)
Distributions   0
Increase (decrease) due from/to affiliates, net   0
Net cash used in financing activities   (348)
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   3
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   429
Cash, cash equivalents and restricted cash and securities at beginning of period   1,857
Cash, cash equivalents and restricted cash and securities at end of period   2,286
Predecessor | Eliminations    
Condensed Consolidating Financial Information    
Net cash provided by operating activities   0
INVESTING ACTIVITIES    
Capital expenditures   0
Purchase of marketable securities   0
Maturity of marketable securities   0
Proceeds from sale of property, plant and equipment and other assets   0
Net cash used in investing activities   0
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   0
Payments of long-term debt   0
Increase (decrease) due from/to affiliates, net   0
Net cash used in financing activities   0
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   0
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   0
Cash, cash equivalents and restricted cash and securities at beginning of period   0
Cash, cash equivalents and restricted cash and securities at end of period   0
Predecessor | Level 3 Communications, Inc. | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities   (32)
INVESTING ACTIVITIES    
Capital expenditures   0
Purchase of marketable securities   0
Maturity of marketable securities   0
Proceeds from sale of property, plant and equipment and other assets   0
Net cash used in investing activities   0
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   0
Payments of long-term debt   0
Increase (decrease) due from/to affiliates, net   28
Net cash used in financing activities   28
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   0
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   (4)
Cash, cash equivalents and restricted cash and securities at beginning of period   37
Cash, cash equivalents and restricted cash and securities at end of period   33
Predecessor | Level 3 Financing, Inc. | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities   (378)
INVESTING ACTIVITIES    
Capital expenditures   0
Purchase of marketable securities   0
Maturity of marketable securities   0
Proceeds from sale of property, plant and equipment and other assets   0
Net cash used in investing activities   0
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   4,569
Payments of long-term debt   (4,911)
Increase (decrease) due from/to affiliates, net   720
Net cash used in financing activities   378
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   0
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   0
Cash, cash equivalents and restricted cash and securities at beginning of period   0
Cash, cash equivalents and restricted cash and securities at end of period   0
Predecessor | Level 3 Communications, LLC | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities   698
INVESTING ACTIVITIES    
Capital expenditures   (614)
Purchase of marketable securities   (1,127)
Maturity of marketable securities   1,127
Proceeds from sale of property, plant and equipment and other assets   1
Net cash used in investing activities   (613)
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   0
Payments of long-term debt   1
Increase (decrease) due from/to affiliates, net   356
Net cash used in financing activities   357
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   0
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   442
Cash, cash equivalents and restricted cash and securities at beginning of period   1,710
Cash, cash equivalents and restricted cash and securities at end of period   2,152
Predecessor | Other Non-Guarantor Subsidiaries | Reportable Legal Entities    
Condensed Consolidating Financial Information    
Net cash provided by operating activities   1,503
INVESTING ACTIVITIES    
Capital expenditures   (404)
Purchase of marketable securities   0
Maturity of marketable securities   0
Proceeds from sale of property, plant and equipment and other assets   0
Net cash used in investing activities   (404)
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt   0
Payments of long-term debt   (7)
Increase (decrease) due from/to affiliates, net   (1,104)
Net cash used in financing activities   (1,111)
Effect of exchange rates on cash, cash equivalents and restricted cash and securities   3
Net (decrease) increase in cash, cash equivalents and restricted cash and securities   (9)
Cash, cash equivalents and restricted cash and securities at beginning of period   110
Cash, cash equivalents and restricted cash and securities at end of period   $ 101